TA Associates completes the offer to the shareholders of Elos Medtech AB and thereby becomes the owner of 73.1 per cent of the shares in Elos Medtech AB and extends the acceptance period
This announcement is not an offer, whether directly or indirectly, in Australia, Canada, Hong Kong, Japan, New Zealand, Singapore, South Africa or in any other jurisdiction where such offer would be prohibited by applicable law pursuant to legislation, restrictions and regulations in the relevant jurisdiction. Shareholders not resident in Sweden who wish to accept the Offer (as defined below) must make inquiries concerning applicable legislation and possible tax consequences. Shareholders should refer to the offer restrictions included in the section titled "Important notice" at the end of this announcement and in the offer document published on EM Intressenter AB's website (www.elosmedtech-offer.com). Shareholders in the United States should also refer to the section titled "Special notice to shareholders in the United States" at the end of this announcement.
On 11 June 2021, TA XIII ("TA Associates"), through EM Intressenter AB ("EM Intressenter"), announced a public offer to the shareholders of Elos Medtech AB ("Elos Medtech" or the "Company") to tender all their shares in Elos Medtech to EM Intressenter for SEK 215 per share (the "Offer"). An offer document was made public on 11 June 2021.
The shares tendered in the Offer at the end of the acceptance period on 5 July 2021 amount to in aggregate 584,914 A-shares and 5,314,201 B-shares in Elos Medtech, corresponding to approximately 73.1 per cent of the share capital and 62.1 per cent of the voting rights in Elos Medtech.
EM Intressenter has decided to complete the Offer and acquire all shares in Elos Medtech that have been tendered in the Offer. This means that EM Intressenter waives the condition regarding a minimum level of acceptance in the Offer. Furthermore, EM Intressenter announces that all other conditions for completion of the Offer have been satisfied. Accordingly, the Offer is declared unconditional and EM Intressenter will complete the acquisition of the shares tendered. Settlement for shares tendered in the Offer during the acceptance period which ended on 5 July 2021 will take place around 14 July 2021.
Lovisa Lander, Principal at TA Associates, comments:
"We are very pleased that our Offer has received unanimous support from the board of directors, and from a vast majority of the shareholders. In total, we have now received acceptances of 73.1 per cent of the outstanding shares and have decided to declare the Offer unconditional and to complete it. We look forward to working with management to support the future investment requirements of the Company, and we intend to work for all future cash flow being reinvested back into the business. In order to give all remaining shareholders the possibility to tender their shares, we are extending the acceptance period to 14 July 2021."
To provide the remaining shareholders of Elos Medtech who have not tendered their shares time to accept the Offer, the acceptance period will be extended until 14 July 2021 at 15.00 (CEST). Settlement for shares tendered in the Offer during the additional acceptance period is expected to start around 23 July 2021. EM Intressenter reserves the right to further extend the acceptance period for the Offer.
Prior to the announcement of the Offer, neither EM Intressenter nor any closely related companies or closely related parties owned or otherwise controlled any shares in Elos Medtech or held other financial instruments in Elos Medtech that give financial exposure to Elos Medtech's shares. EM Intressenter has not acquired any such shares or financial instruments outside the Offer. EM Intressenter may acquire shares in Elos Medtech during the now extended acceptance period.
Since the Offer is now unconditional, shareholders who have accepted the Offer, or shareholders who accept the Offer during the extended acceptance period, have no right to withdraw their acceptances.
Information about the Offer:
Information about the Offer is made available at:
For enquiries, please contact:
Fogel & Partners
Telephone: +46 72 083 27 50
For administrative questions regarding the Offer, please contact your bank or the nominee registered as holder of your shares.
The information in this press release was submitted for publication by EM Intressenter in accordance with the Takeover Rules for Nasdaq Stockholm. The information was submitted for publication on 7 July 2021 at 07.30 a.m. (CEST).
This press release has been published in Swedish and English. In the event of any discrepancy in content between the two language versions, the Swedish version shall prevail.
The Offer is not being made, directly or indirectly, in or into Australia, Canada, Hong Kong, Japan, New Zealand, Singapore, South Africa or in any other jurisdiction where such offer would be prohibited by applicable law pursuant to legislation, restrictions and regulations in the relevant jurisdiction, by use of mail or any other communication means or instrumentality (including, without limitation, facsimile transmission, electronic mail, telex, telephone and the internet) of interstate or foreign commerce, or of any facility of national securities exchange or other trading venue, of Australia, Canada, Hong Kong, Japan, New Zealand, Singapore, South Africa or in any other jurisdiction where such offer would be prohibited by applicable law pursuant to legislation, restrictions and regulations in the relevant jurisdiction, and the Offer cannot be accepted by any such use or by such means, instrumentality or facility of, in or from, Australia, Canada, Hong Kong, Japan, New Zealand, Singapore, South Africa, or in any other jurisdiction where such offer would be prohibited by applicable law pursuant to legislation, restrictions and regulations in the relevant jurisdiction. Accordingly, this press release or any documentation relating to the Offer are not being and should not be sent, mailed or otherwise distributed or forwarded in or into Australia, Canada, Hong Kong, Japan, New Zealand, Singapore, South Africa or in any other jurisdiction where such offer would be prohibited by applicable law pursuant to legislation, restrictions and regulations in the relevant jurisdiction.
This press release is not being, and must not be, sent to shareholders with registered addresses in Australia, Canada, Hong Kong, Japan, New Zealand, Singapore or South Africa. Banks, brokers, dealers and other nominees holding shares for persons in Australia, Canada, Hong Kong, Japan, New Zealand, Singapore or South Africa must not forward this press release or any other document received in connection with the Offer to such persons.
The Offer, the information and documents contained in this press release are not being made and have not been approved by an "authorised" person for the purposes of section 21 of the UK Financial Services and Markets Act 2000 (the "FSMA"). The communication of the information and documents contained in this press release is exempt from the restriction on financial promotions under section 21 of the FSMA on the basis that it is a communication by or on behalf of a body corporate which relates to a transaction to acquire shares in a body corporate and the object of the transaction may reasonably be regarded as being the acquisition of day to day control of the affairs of that body corporate within article 62 (sale of a body corporate) of the FSMA (Financial Promotion) Order 2005.
Statements in this press release relating to future status or circumstances, including statements regarding future performance, growth and other trend projections and other benefits of the Offer, are forward-looking statements. These statements may generally, but not always, be identified by the use of words such as "anticipates", "intends", "expects", "believes", or similar expressions. By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future. There can be no assurance that actual results will not differ materially from those expressed or implied by these forward-looking statements due to many factors, many of which are outside the control of EM Intressenter and Elos Medtech.
Any such forward-looking statements speak only as of the date on which they are made and EM Intressenter has no obligation (and undertakes no such obligation) to update or revise any of them, whether as a result of new information, future events or otherwise, except for in accordance with applicable laws and regulations. The reader should, however, consult any additional disclosures that EM Intressenter or Elos Medtech have made or may make.
Special notice to shareholders in the United States
The Offer described in this press release is made for the issued and outstanding shares of Elos Medtech, a company incorporated under Swedish law, and subject to Swedish disclosure and procedural requirements, which may be different from those of the United States. The Offer is made in the United States pursuant to Section 14(e) of the U.S. Securities Exchange Act of 1934, as amended (the "U.S. Exchange Act") and Regulation 14E thereunder, to the extent applicable, and otherwise in compliance with the disclosure and procedural requirements of Swedish law, including with respect to withdrawal rights, the Offer timetable, notices of extensions, announcements of results, settlement procedures (including as regards to the time when payment of the consideration is rendered) and waivers of conditions, which may be different from requirements or customary practices in relation to U.S. domestic tender offers. Holders of the shares of Elos Medtech domiciled in the United States (the "U.S. Holders") are encouraged to consult with their own advisors regarding the Offer.
Elos Medtech's financial statements and all financial information included herein, or any other documents relating to the Offer, have been or will be prepared in accordance with IFRS and may not be comparable to the financial statements or financial information of companies in the United States or other companies whose financial statements are prepared in accordance with U.S. generally accepted accounting principles. The Offer is made to the U.S. Holders on the same terms and conditions as those made to all other shareholders of Elos Medtech to whom an offer is made. Any information documents, including the offer document, are being disseminated to U.S. Holders on a basis comparable to the method pursuant to which such documents are provided to Elos Medtech's other shareholders.
The Offer, which is subject to Swedish law, is being made to the U.S. Holders in accordance with the applicable U.S. securities laws, and applicable exemptions thereunder. To the extent the Offer is subject to U.S. securities laws, those laws only apply to U.S. Holders and thus will not give rise to claims on the part of any other person. The U.S. Holders should consider that the price for the Offer is being paid in SEK and that no adjustment will be made based on any changes in the exchange rate.
It may be difficult for Elos Medtech's shareholders to enforce their rights and any claims they may have arising under the U.S. federal or state securities laws in connection with the Offer, since Elos Medtech and EM Intressenter are located in countries other than the United States, and some or all of their officers and directors may be residents of countries other than the United States. Elos Medtech's shareholders may not be able to sue Elos Medtech or EM Intressenter or their respective officers or directors in a non-U.S. court for violations of U.S. securities laws. Further, it may be difficult to compel Elos Medtech or EM Intressenter and/or their respective affiliates to subject themselves to the jurisdiction or judgment of a U.S. court.
To the extent permissible under applicable law or regulations, EM Intressenter and its affiliates or its brokers and its brokers’ affiliates (acting as agents for EM Intressenter or its affiliates, as applicable) may from time to time and during the pendency of the Offer, and other than pursuant to the Offer, directly or indirectly purchase or arrange to purchase shares of Elos Medtech outside the United States, or any securities that are convertible into, exchangeable for or exercisable for such shares. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices, and information about such purchases will be disclosed by means of a press release or other means reasonably calculated to inform U.S. Holders of such information. In addition, the financial advisors to EM Intressenter may also engage in ordinary course trading activities in securities of Elos Medtech, which may include purchases or arrangements to purchase such securities as long as such purchases or arrangements are in compliance with the applicable law. Any information about such purchases will be announced in Swedish and in a non-binding English translation available to the U.S. Holders through relevant electronic media if, and to the extent, such announcement is required under applicable Swedish or U.S. law, rules or regulations.
The receipt of cash pursuant to the Offer by a U.S. Holder may be a taxable transaction for U.S. federal income tax purposes and under applicable U.S. state and local, as well as foreign and other, tax laws. Each shareholder is urged to consult an independent professional adviser regarding the tax consequences of accepting the Offer. Neither EM Intressenter nor any of its affiliates and their respective directors, officers, employees or agents or any other person acting on their behalf in connection with the Offer shall be responsible for any tax effects or liabilities resulting from acceptance of this Offer.
NEITHER THE U.S. SECURITIES AND EXCHANGE COMMISSION NOR ANY U.S. STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED THE OFFER, PASSED ANY COMMENTS UPON THE MERITS OR FAIRNESS OF THE OFFER, PASSED ANY COMMENT UPON THE ADEQUACY OR COMPLETENESS OF THIS PRESS RELEASE OR PASSED ANY COMMENT ON WHETHER THE CONTENT IN THIS PRESS RELEASE IS CORRECT OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE IN THE UNITED STATES.
 TA XIII means the funds TA XIII‐A, L.P., TA XIII‐B, L.P. and TA Investors XIII, L.P., all of which are registered and incorporated in the Cayman Islands (the "TA Associates Funds"). TA Associates Cayman, Ltd. (together with the TA Associates Funds and their affiliated entities "TA Associates") is the direct or ultimate general partner of each of the TA Associates Funds and is also registered and incorporated in the Cayman Islands.
 EM Intressenter is a newly established company (Goldcup 27911 AB under name change to EM Intressenter AB) indirectly wholly-owned by TA Associates.