Teniralc announces final outcome in the offer to the shareholders in Cary Group

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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. 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], through the jointly owned company Teniralc BidCo AB (“Teniralc”)[3], announced on 29 June 2022 a public offer to the shareholders in Cary Group Holding AB (publ) (“Cary Group”) to tender any and all shares in Cary Group to Teniralc at a price of SEK 65 in cash per share that was increased to SEK 70 in cash per share on 7 September 2022 (the “Offer”). On 23 September 2022, Teniralc announced that the Offer had been accepted by shareholders representing in total 90,770,616 shares in Cary Group (corresponding to approximately 68.8 percent[4] of the share capital and votes in Cary Group) which, together with the 39,560,593 shares in Cary Group previously indirectly controlled by Nordic Capital that were contributed to Teniralc in connection with the completion of the Offer, means that Teniralc controlled in total 130,331,209 shares, corresponding to approximately 98.8 percent of the share capital and votes in Cary Group. Consequently, the Offer was declared unconditional and was completed. In connection therewith, the acceptance period was extended to provide the remaining shareholders in Cary Group time to accept the Offer.

The Offer is now closed. At the end of the extended acceptance period which ended on 7 October 2022, the Offer had been accepted by shareholders representing an additional total of 811,989 shares in Cary Group (corresponding to approximately 0.6 percent of the share capital and votes in Cary Group). Teniralc has also acquired 535,434 shares in Cary Group (corresponding to approximately 0.4 percent of the share capital and votes in Cary Group) outside the Offer. No acquisitions have been made at a price exceeding the price in the Offer of SEK 70 per share. Hence, Teniralc controls in total 131,678,632 shares, corresponding to approximately 99.9 percent of the share capital and votes in Cary Group after the end of the extended acceptance period. Neither Teniralc, CVC Funds or Nordic Capital nor any of their closely related companies or other closely related parties hold any other financial instruments in Cary Group that give a financial exposure to Cary Group’s shares.

Settlement for the shares tendered in the Offer during the extended acceptance period which ended on 7 October 2022 will be initiated on or about 14 October 2022. Teniralc will not extend the acceptance period any further.

Teniralc has initiated a compulsory redemption proceeding under the Swedish Companies Act (2005:551) (Sw. aktiebolagslagen (2005:551)) to acquire the remaining shares in Cary Group. Furthermore, Cary Group has, as per Teniralc’s request, applied for delisting of Cary Group’s shares from Nasdaq Stockholm. The application has been approved by the stock exchange and the last day of trading in Cary Group’s shares on Nasdaq Stockholm is 18 October 2022.

Teniralc, CVC Funds and Nordic Capital 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.

Further information about the Offer is available at: www.carcare-offer.com.

For additional information, please contact:

Teniralc BidCo CVC Funds Nordic Capital
Joachim Hörnqvist Carsten Huwendiek
Managing Director - Global Head, Marketing & Communications
Elin Ljung
Managing Director, Head of Communications & Sustainability

Nordic Capital Advisors
teniralc@fogelpartners.se chuwendiek@cvc.com elin.ljung@nordiccapital.com

The information was submitted for publication on 10 October 2022 at 19.30 (CEST).

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 being 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, 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 is being 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 is being 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

[1] “CVC Funds” refers to funds or vehicles advised by CVC Advisers Company (Luxembourg) S.à r.l. and/or its affiliates.

[2] “Nordic Capital” refers to, depending on the context, any, or all, Nordic Capital branded entities, vehicles, structures and associated entities. The general partners and/or delegated portfolio managers of Nordic Capital’s entities and vehicles are advised by several non-discretionary sub-advisory entities, any or all of which are referred to as “Nordic Capital Advisors”.

[3] “Teniralc” refers to a newly formed Swedish private limited liability company with corporate registration number 559381-5581, domiciled in Stockholm, indirectly wholly-owned by CVC Funds and Nordic Capital and with registered address at c/o Advokatfirman Cederquist KB, Hovslagargatan 3, SE-111 48 Stockholm.

[4] All percentages set out in this press release are based on 131,848,996 outstanding shares in Cary Group.

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