CVC Funds and Nordic Capital, through Teniralc BidCo AB, announce a cash offer of SEK 65 per share to the shareholders of Cary Group

THE OFFER IS NOT BEING MADE, AND THIS PRESS RELEASE MAY NOT BE DISTRIBUTED, DIRECTLY OR INDIRECTLY, IN OR INTO, NOR WILL ANY TENDER OF SHARES BE ACCEPTED FROM OR ON BEHALF OF SHAREHOLDERS IN AUSTRALIA, HONG KONG, JAPAN, CANADA, NEW ZEALAND OR SOUTH AFRICA, OR ANY OTHER JURISDICTION IN WHICH THE MAKING OF THE OFFER, THE DISTRIBUTION OF THIS PRESS RELEASE OR THE ACCEPTANCE OF ANY TENDER OF SHARES WOULD CONTRAVENE APPLICABLE LAWS OR REGULATIONS OR REQUIRE FURTHER OFFER DOCUMENTS, FILINGS OR OTHER MEASURES IN ADDITION TO THOSE REQUIRED UNDER SWEDISH LAW OR OTHERWISE CONTEMPLATED IN CONNECTION WITH THE OFFER. SHAREHOLDERS SHOULD REFER TO THE OFFER RESTRICTIONS INCLUDED IN THE SECTION TITLED “IMPORTANT INFORMATION” AT THE END OF THIS PRESS RELEASE AND IN THE OFFER DOCUMENT WHICH WILL BE PUBLISHED BEFORE THE BEGINNING OF THE ACCEPTANCE PERIOD FOR THE OFFER. SHAREHOLDERS IN THE UNITED STATES SHOULD ALSO REFER TO THE SECTION TITLED “IMPORTANT INFORMATION TO SHAREHOLDERS IN THE UNITED STATES” AT THE END OF THIS PRESS RELEASE.

CVC Funds[1] and Nordic Capital[2] (together the “Consortium”), through Teniralc BidCo AB (“Teniralc”)[3], a company jointly owned by the Consortium, hereby announce a public offer to the shareholders in Cary Group Holding AB (publ) (“Cary Group” or the “Company”) to tender any and all shares in Cary Group to Teniralc at a price of SEK 65 in cash per share (the “Offer”). The shares in Cary Group are listed on Nasdaq Stockholm, Mid Cap.

Summary of the Offer

• Teniralc offers SEK 65 in cash per share in Cary Group (the “Offer Price”).

• The Offer values the total number of shares in Cary Group to approximately SEK 8,570 million. The total value of the Offer, based on the 92,288,403 outstanding shares in Cary Group, which are not directly or indirectly owned by Teniralc, CVC Funds or Nordic Capital or their respective closely related parties, amounts to approximately SEK 5,999 million.

• The Offer Price represents a premium of 60 percent compared to the closing price of SEK 40.6 for the Cary Group share on Nasdaq Stockholm on 28 June 2022 (which was the last trading day prior to the announcement of the Offer), 44 percent compared to the volume-weighted average trading price of SEK 45.2 for the Cary Group share on Nasdaq Stockholm during the last 10 trading days prior to the announcement of the Offer and 23 percent compared to the volume-weighted average trading price of SEK 52.9 for the Cary Group share on Nasdaq Stockholm during the last 30 trading days prior to the announcement of the Offer.

• The acceptance period in the Offer is expected to commence on or about 7 July 2022 and expire on or about 22 August 2022.

• The completion of the Offer is conditional upon, inter alia, the Offer being accepted to such extent that Teniralc becomes the owner of shares representing more than 90 percent of the total number of outstanding shares in Cary Group (on a fully diluted basis). Further, the Offer is subject to the conditions (ii) – (vii) set out below in this announcement.

Background and reasons for the Offer

Cary Group is a leading vehicle glass repair and replacement provider, helping to prolong the life cycle of vehicles and maintain their safety features. The Company provides its services with proximity to customers in Sweden, Denmark, Norway, the UK, Spain, Portugal, Germany, Luxembourg and Austria, aiming for a high quality, superior customer experience, whilst applying smart solutions to make sustainable car care easier.

Nordic Capital invested in Cary Group, formerly Ryds Bilglas, in 2018. Following significant investments in the Company’s operations such as digitalisation, it deployed an accelerated M&A strategy and expanded outside Sweden with the ambition of becoming a market leader in the Nordics, with a growing presence in Europe.

In September 2021, Cary Group conducted an initial public offering on Nasdaq Stockholm. Since the listing, Nordic Capital has remained the principal shareholder and has continued to support Cary Group’s expansion journey, growing its footprint in the UK and Norway, as well as market entries into Germany and Portugal.

The Consortium considers Cary Group’s business model and industry robust and resilient over time and through market cycles. However, the current uncertain macroeconomic environment, including high inflation, rising interest rates and a change in market sentiment, that has emerged since the Company was listed has imposed new funding conditions, where a listed environment currently does not provide the optimal funding platform for an acquisition-driven company such as Cary Group.

CVC Funds have followed Cary Group’s growth journey and positive development for some time, and sees the Company as well-positioned in the market, with many opportunities across Europe which can be captured if Cary Group accelerated its pace of acquisitions to become a Europe-wide consolidator. CVC Funds have therefore partnered with Nordic Capital which, like CVC Funds, has deep experience of growing businesses by acquisitions and a global network of relationships, to support the Company’s continued development. CVC Funds and Nordic Capital believe that Cary Group’s ambition to become a European market leader is currently better pursued in a private environment with easier access to equity. Further, the Consortium seeks to support the Company in integration and roll-out of its leading model in the Nordics across new markets.

CVC Funds and Nordic Capital have great respect for the operating structure of Cary Group, including its strong local brands and operating model. Given the Consortium’s current knowledge of Cary Group, and considering the current market conditions, Teniralc does not intend to implement any material changes to Cary Group’s employees and management or to the existing organisation and operations, including the terms of employment and the locations where Cary Group conducts its business.

The Consortium supports the strategy set by the management team of continued European expansion through acquisitions in combination with further investments and initiatives to drive operational excellence, whilst improving the sustainability of operations. CVC Funds and Nordic Capital believe that Cary Group’s ambition to become a European market leader can be achieved by leveraging on the Consortium’s combined expertise from owning and developing similar companies as well as their geographical reach and financial strength.

Gustaf Martin-Löf, Partner, CVC, comments on the Offer:

“Cary Group is a well-positioned company in an interesting and fragmented European market for vehicle glass repair and replacement. We have followed the Company and its progress in the industry for some time and have great respect for the management team and their strategy, including the geographical expansion that Cary Group has undertaken in recent years. Further, we see potential for the Company to accelerate its active role in the industry’s consolidation. Together with Nordic Capital, we can provide the right funding conditions, business know-how, and geographical reach required for Cary Group to strengthen its role as a challenger on the European market. We are convinced that a private setting currently provides the most appropriate platform for this journey and are looking forward to cooperating closely with Cary Group and Nordic Capital to help the Company achieve its full potential.”

Andreas Näsvik, Partner and Head of Industrial & Business Services, Nordic Capital Advisors, comments on the Offer:

“Nordic Capital has a strong commitment to Cary Group and has been an active owner for over four years. During this period Cary Group has reached several new major milestones, including expansion to numerous geographical markets. Nordic Capital is committed to the future of Cary Group and believes that the Consortium can support Cary Group’s continued growth and position the Company as a European market leader. However, given the uncertain macroeconomic situation, including high inflation, rising interest rates and a change in market sentiment, this ambition is currently better pursued as a privately held company to keep momentum in the ongoing industry consolidation. CVC Funds and Nordic Capital are therefore providing Cary Group’s shareholders with the opportunity to tender their shares at an attractive premium.”

The Offer

Consideration

Teniralc offers SEK 65 in cash per share in Cary Group.

Should Cary Group, prior to settlement of the Offer, distribute dividends or in any other way distribute or transfer value to its shareholders, the Offer Price will be reduced accordingly.

Certain employees hold warrants in Cary Group issued within incentive programs. Such financial instruments are not included in the Offer. However, Teniralc will procure that the owners of such warrants in Cary Group will receive reasonable treatment.

No commission will be charged in respect of the settlement of the Cary Group shares tendered to Teniralc under the Offer.

Premium

The Offer Price represents a premium of:^[4]

• 60 percent compared to the closing price of SEK 40.6 for the Cary Group share on Nasdaq Stockholm on 28 June 2022 (which was the last trading day prior to the announcement of the Offer);
• 44 percent compared to the volume-weighted average trading price of SEK 45.2 for the Cary Group share on Nasdaq Stockholm during the last 10 trading days prior to the announcement of the Offer; and
• 23 percent compared to the volume-weighted average trading price of SEK 52.9 for the Cary Group share on Nasdaq Stockholm during the last 30 trading days prior to the announcement of the Offer.

The total value of the Offer

The Offer values the total number of shares in Cary Group to approximately SEK 8,570 million. The total value of the Offer, based on the 92,288,403 outstanding shares in Cary Group, which are not directly or indirectly owned by Teniralc, CVC Funds or Nordic Capital or their respective closely related parties, amounts to approximately SEK 5,999 million.

Teniralc’s, CVC Funds’ and Nordic Capital’s shareholding in Cary Group

Nordic Capital owns 39,560,593 shares in Cary Group through Cidron Legion S.à r.l., which corresponds to 30 percent of the share capital and the total number of votes in Cary Group.

All shares in Cary Group held by Nordic Capital through Cidron Legion S.à r.l., will be contributed to Teniralc in connection with the completion of the Offer.

Apart from the above, neither Teniralc, CVC Funds or Nordic Capital nor any of their closely related companies or other closely related parties own any shares or other financial instruments in Cary Group that give a financial exposure to Cary Group’s shares at the time of this announcement, nor has Teniralc, CVC Funds or Nordic Capital nor any of their closely related companies or other closely related parties acquired or taken measures to acquire any shares in Cary Group or any financial instruments that give a financial exposure to Cary Group’s shares during the six months preceding this announcement.

To the extent permissible under applicable law and regulations, including Rule 14e-5 under the U.S. Exchange Act (see definition below), Teniralc or members of the Consortium may acquire, or enter into agreements to acquire, shares in Cary Group (or any securities that are convertible or exchangeable to, or exercisable for, such shares) outside the Offer, at a price per share not exceeding the Offer Price. Any acquisitions made or agreed will be in accordance with Swedish law and Nasdaq Stockholm’s Takeover Rules (the “Takeover Rules”) and will be disclosed in accordance with applicable rules.

Conditions for completion of the Offer

The completion of the Offer is conditional upon:

1. the Offer being accepted to such extent that Teniralc becomes the owner of shares representing more than 90 percent of the total number of outstanding shares in Cary Group (on a fully diluted basis);
2. with respect to the Offer and completion of the acquisition of Cary Group, receipt of all necessary regulatory, governmental or similar clearances, approvals, decisions and other actions from authorities or similar, including from competition authorities, in each case on terms which, in Teniralc’s opinion, are acceptable;
3. no circumstances having occurred which could have a material adverse effect or could reasonably be expected to have a material adverse effect on Cary Group’s financial position, prospects or operations, including Cary Group’s sales, results, liquidity, equity ratio, equity or assets;
4. neither the Offer nor the acquisition of Cary Group being rendered wholly or partially impossible or significantly impeded as a result of legislation or other regulation, any decision of a court or public authority, or any similar circumstance;
5. Cary Group not taking any action that is likely to impair the prerequisites for making or completing the Offer;
6. no information made public by Cary Group being inaccurate, incomplete or misleading, and Cary Group having made public all information which should have been made public by Cary Group; and
7. no other party announcing an offer to acquire shares in Cary Group on terms more favourable to the shareholders of Cary Group than the Offer.

Teniralc reserves the right to withdraw the Offer in the event that it becomes clear that any of the above conditions is not satisfied or cannot be satisfied. However, with regard to conditions (ii) – (vii) above, the Offer may only be withdrawn where the non-satisfaction of such condition is of material importance to Teniralc’s acquisition of Cary Group or if otherwise approved by the Swedish Securities Council (Sw. Aktiemarknadsnämnden).

Teniralc reserves the right to waive, in whole or in part, one or more of the conditions above, including, with respect to condition (i) above, to complete the Offer at a lower level of acceptance.

Discussions with the Board of Cary Group

Teniralc notified the Board of Directors of Cary Group about the Offer on 28 June 2022. Teniralc intends to seek a recommendation of the Offer from the independent directors of Cary Group.

Certain closely related parties

One of the directors of Cary Group’s Board of Directors, Joakim Andreasson, is Managing Director in Nordic Capital Advisors. In accordance with the Takeover Rules, Joakim Andreasson has therefore not participated in, and will not participate in, Cary Group’s Board of Directors’ handling of or decisions regarding the Offer.

These circumstances also imply that Section III of the Takeover Rules is applicable to the Offer, entailing, inter alia, that the acceptance period for the Offer shall be at least four weeks and that Cary Group’s Board of Directors is obliged to obtain and make public a fairness opinion regarding the shares in the Company from independent experts.

Statement from Cary Group and fairness opinion

The independent directors of the Board of Directors of Cary Group are, in accordance with the Takeover Rules, expected to announce their opinion regarding the Offer and obtain a fairness opinion from independent experts, no later than two weeks prior to the expiry of the acceptance period.

Description of CVC Funds, Nordic Capital and Teniralc

CVC is a leading private equity and investment advisory firm. Founded in 1981, CVC today has a network of 25 offices and approximately 320 investment professionals throughout Europe, Asia and the Americas. CVC Funds have been investing in the Nordic region for more than 20 years and are currently invested in a wide range of portfolio companies in the region, including Ahlsell, Synsam, STARK Group and Mehiläinen.

CVC currently has approximately EUR 125 billion of assets under management and since 1981 has secured in excess of EUR 155 billion of commitments from some of the world’s leading institutional investors. Today, CVC Funds are invested in over 100 companies worldwide and employ more than 500,000 people. For further information about CVC and CVC Funds, please visit www.cvc.com. 

Nordic Capital is a leading private equity investor with a resolute commitment to creating stronger, sustainable businesses through operational improvement and transformative growth. Nordic Capital focuses on selected regions and sectors where it has deep experience and a long history. Focus sectors are Healthcare, Technology & Payments, Financial Services, and selectively, Industrial & Business Services. Key regions are Europe and globally for Healthcare and Technology & Payments investments.

Since inception in 1989, Nordic Capital has invested more than EUR 20 billion in over 125 investments. The committed capital is principally provided by international institutional investors such as pension funds. Nordic Capital Advisors have local offices in Sweden, the UK, the US, Germany, Denmark, Finland and Norway. For further information about Nordic Capital, please visit www.nordiccapital.com.

Teniralc is a newly formed Swedish private limited liability company (with reg.no. 559381-5581 and domiciled in Stockholm) indirectly owned by CVC Funds and Nordic Capital by fifty percent each. Teniralc was founded on 6 May 2022 and registered with the Swedish Companies Registration Office on 19 May 2022. Teniralc has never conducted and at present does not conduct any business, and its sole business purpose is to make the Offer.

Financing of the Offer

The consideration payable to the Company’s shareholders that accept the Offer is financed in full by a combination of funds available to Teniralc pursuant to equity commitment letters, issued by CVC Funds and Nordic Capital to Teniralc and debt-financing arranged by credit funds managed or advised by Ares Management Limited on terms which are customary for the financing of public offers in the Swedish market.

The above-mentioned financing will provide Teniralc with sufficient cash resources to make payment in full in accordance with the Offer and, accordingly, completion of the Offer is not subject to any financing condition.

Preliminary timetable[5]

Teniralc reserves the right to, on one or several occasions, extend the acceptance period for the Offer, as well as to postpone the settlement date. A notice of any such extension or postponement will be announced by Teniralc by means of a press release in accordance with applicable rules and regulations.

Approvals from authorities

As set out above, the completion of the Offer is conditional upon, inter alia, receipt of all necessary regulatory, governmental or similar clearances, approvals, decisions and other actions from authorities or similar, including from competition authorities, in each case on terms which, in Teniralc’s opinion, are acceptable.

According to Teniralc’s assessment, the transaction will require the approvals of the EU Commission and the National Anti-monopoly Bureau of the People’s Republic of China. Teniralc has initiated the work on filings relevant for the transaction and expects relevant clearances to be obtained prior to the end of the acceptance period.

Compulsory redemption proceedings and delisting

If Teniralc, whether in connection with the Offer or otherwise, acquires shares representing more than 90 percent of the total number of shares in Cary Group, Teniralc intends to commence compulsory redemption proceedings under the Swedish Companies Act (2005:551) (Sw. aktiebolagslagen (2005:551)) to acquire all remaining shares in Cary Group and to promote delisting of Cary Group’s shares from Nasdaq Stockholm.

Governing law and disputes

The Offer and the agreements entered into between Teniralc and Cary Group’s shareholders in relation to the Offer, shall be governed by and be interpreted in accordance with Swedish law. Disputes concerning, or arising in connection with the Offer, shall be settled exclusively by Swedish courts, with Stockholm District Court (Sw. Stockholms tingsrätt) as first instance.

The Takeover Rules and the Swedish Securities Council’s rulings and statements on the interpretation and application of the Takeover Rules are applicable to the Offer. Furthermore, Teniralc has, in accordance with the Swedish Act on Public Takeovers on the Stock Market (Sw. lagen (2006:451) om offentliga uppköpserbjudanden på aktiemarknaden) on 28 June 2022 contractually undertaken, in writing, towards Nasdaq Stockholm AB to comply with the Takeover Rules and to submit to any sanctions that can be imposed on Teniralc by Nasdaq Stockholm AB in the event of a breach of the Takeover Rules.

Advisors

Teniralc and the Consortium have retained Carnegie Investment Bank AB as financial advisor and Teniralc has retained Advokatfirman Cederquist and Roschier Advokatbyrå as legal advisors in connection with the Offer. CVC Funds have thereto retained Roschier Advokatbyrå as legal advisor and Nordic Capital has retained Advokatfirman Cederquist as legal advisor in connection with the Offer.

Teniralc BidCo AB (under name change from Goldcup 30902 AB)

The Board of Directors

The information was submitted for publication on 29 June 2022, 7.00 a.m. (CEST).

For enquiries, please contact:

Information about the Offer is made available at: www.carcare-offer.com

For administrative questions regarding the Offer, please contact your bank or nominee where you have your shares registered.

Important information

The Offer, pursuant to the terms and conditions presented in this press release, is not being made to persons whose participation in the Offer requires that an additional offer document is prepared or registration effected or that any other measures are taken in addition to those required under Swedish law and regulations or otherwise contemplated in connection with the Offer.

This press release and any other documentation related to the Offer are not being distributed and must not be mailed or otherwise distributed or sent in or into any country in which the distribution or offering would require any such additional measures to be taken or would be in conflict with any law or regulation in such country – any such action will not be permitted or sanctioned by Teniralc, CVC Funds or Nordic Capital. Any purported acceptance of the Offer resulting directly or indirectly from a violation of these restrictions may be disregarded.

The Offer is not being and will not be made, directly or indirectly, in or into, by use of mail or any other means or instrumentality of interstate or foreign commerce of, or any facilities of a national securities exchange of Australia, Hong Kong, Japan, Canada, New Zealand or South Africa. This includes, but is not limited to facsimile transmission, electronic mail, telex, telephone, the internet and other forms of electronic transmission. The Offer cannot be accepted and shares may not be tendered in the Offer by any such use, means, instrumentality or facility of, or from within Australia, Hong Kong, Japan, Canada, New Zealand or South Africa or by persons located or resident in Australia, Hong Kong, Japan, Canada, New Zealand or South Africa. Accordingly, this press release or any other documentation related to the Offer are not being and should not be mailed or otherwise transmitted, distributed, forwarded or sent in or into Australia, Hong Kong, Japan, Canada, New Zealand or South Africa or to any Australian, Hong Kong, Japanese, Canadian, New Zealand or South African persons or any persons located or resident in Australia, Hong Kong, Japan, Canada, New Zealand or South Africa.

Any purported tender of shares in the Offer resulting directly or indirectly from a violation of these restrictions will be invalid and any purported tender of shares made by a person located in Australia, Hong Kong, Japan, Canada, New Zealand or South Africa or any agent, fiduciary or other intermediary acting on a non-discretionary basis for a principal giving instructions from or within Australia, Hong Kong, Japan, Canada, New Zealand or South Africa will be invalid and will not be accepted. Each person who holds shares and participates in the Offer will certify to not being an Australian, Hong Kong, Japanese, Canadian, New Zealand or South African person, not being located or participating in the Offer from Australia, Hong Kong, Japan, Canada, New Zealand or South Africa and not acting on a non-discretionary basis for a principal that is an Australian, Hong Kong, Japanese, Canadian, New Zealand or South African person, or that is located in or giving order to participate in the Offer from Australia, Hong Kong, Japan, Canada, New Zealand or South Africa. None of Teniralc, CVC Funds or Nordic Capital will deliver any consideration relating to the Offer to Australia, Hong Kong, Japan, Canada, New Zealand or South Africa.

This press release is not being, and must not be, sent to shareholders with registered addresses in Australia, Hong Kong, Japan, Canada, New Zealand or South Africa. Banks, brokers, dealers and other nominees holding shares for persons in Australia, Hong Kong, Japan, Canada, New Zealand or South Africa must not forward this press release or any other document related to 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 Financial Services and Markets Act 2000, as amended (the “FSMA”). The communication of the information and documents contained in this press release to persons in the United Kingdom is exempt from the restrictions on financial promotions in 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 body corporate) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005.

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.

Forward-looking information

Information in this press release relating to future events or circumstances, including information regarding future results, growth and other projections as well as benefits of the Offer, are forward-looking information. Such information may generally, but not always, be identified by the use of words such as “anticipates”, “expects”, “believes”, or similar expressions.

By its nature, forward-looking information involves risk and uncertainty, because it relates to events which depend on circumstances that may occur in the future. Due to several factors, of which a number of them are outside Teniralc’s, CVC Funds’ and Nordic Capital’s control, there are no guarantees to that actual results will not materially differ from the results expressed or implied by the forward-looking information. Any such forward-looking information only applies as per the date it was given and none of Teniralc, CVC Funds or Nordic Capital have any obligation (and undertake no such obligation) to update or revise it, whether as a result of new information, future events or otherwise, except as required by applicable laws and regulations.

Important information to shareholders in the United States

The U.S. shareholders are advised that Cary Group’s shares are not listed on a U.S. securities exchange and that Cary Group is not subject to the periodic reporting requirements of the U.S. Securities Exchange Act of 1934, as amended (the “U.S. Exchange Act”), and Cary Group is not required to, and does not, file any reports with the U.S. Securities and Exchange Commission (the “SEC”) thereunder.

The Offer is made to Cary Group’s shareholders resident in the United States on the same terms and conditions as those made to all other shareholders of Cary Group to whom an offer is made. Any information documents, including this press release and the offer document which will be published shortly prior to the beginning of the acceptance period of the Offer, are being disseminated to U.S. shareholders on a basis comparable to the method that such documents are provided to Cary Group’s other shareholders.

The Offer described in this press release will be made for shares in Cary Group, a company incorporated under Swedish law, and is subject to Swedish disclosure and procedural requirements, which are different from those of the United States. The Offer will be made in the United States in compliance with Section 14(e) of, and Regulation 14E under, the U.S. Exchange Act, subject to the “Tier II”-exemptions provided by Rule 14d-1(d) under the U.S. Exchange Act and otherwise in accordance with the requirements of Swedish law. Accordingly, the Offer will be subject to other disclosure and procedural requirements, including with respect to withdrawal rights, the offer timetable, settlement procedures and timing of payments that are different from those applicable under U.S. domestic tender offer procedures and laws. Financial statements and financial information included in the information documents are prepared in accordance with IFRS that may not be comparable to the financial statements or financial information of U.S. companies.

It may be difficult for U.S. shareholders to enforce their rights and any claim arising out of the U.S. federal securities laws, since Teniralc and Cary Group are located in a non-U.S. jurisdiction, and some or all of their officers and directors may be residents of a non-U.S. jurisdiction. U.S. shareholders may not be able to sue a non-U.S. company or its officers or directors in a non-U.S. court for violations of the U.S. securities laws. Further, it may be difficult to compel a non-U.S. company and its affiliates to subject themselves to a U.S. court’s judgement.

The receipt of cash pursuant to the Offer by shareholders in Cary Group who are U.S. tax payers may be a taxable transaction for U.S. federal income tax purposes and under applicable U.S. state and local law, as well as foreign and other tax laws. Each such shareholder is solely responsible for determining the tax consequences of participating in the Offer and is urged to consult such shareholder’s own tax advisers regarding the tax consequences of participating in the Offer in light of such shareholder’s particular circumstances, including the tax consequences under state, local and non-U.S. tax law and the possible effects of changes in tax law.

In accordance with Swedish law and practice and pursuant to Rule 14e-5(b) under the U.S. Exchange Act, Teniralc and its affiliates or brokers (acting as agents for Teniralc or its affiliates, as applicable) may from time to time, and other than pursuant to the Offer, directly or indirectly purchase, or arrange to purchase outside the United States, shares in Cary Group that are the subject of the Offer or any securities that are convertible into, exchangeable for or exercisable for such shares before or during the period in which the Offer remains open for acceptance. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. To the extent information about such purchases or arrangements to purchase is made public in Sweden, such information will be disclosed to U.S. shareholders in Cary Group. In addition, the financial advisors to Teniralc, may also engage in ordinary course trading activities in securities of Cary Group, which may include purchases or arrangements to purchase such securities.