Teniralc increases the offer price to SEK 70 per share and receives unanimous board recommendation from Cary Group's independent bid committee

THE REVISED OFFER (AS DEFINED BELOW) 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 REVISED 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 REVISED 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.

Press release

 7 September 2022

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 (the “Offer”). On 24 August 2022, Teniralc announced that the acceptance period for the Offer was extended until 9 September 2022. Teniralc has now decided to increase the price in the Offer to SEK 70 in cash per share (the “Revised Offer”) and to further extend the acceptance period. The independent bid committee of Cary Group's Board of Directors unanimously recommends all shareholders in Cary Group to accept the Revised Offer.

The Revised Offer in summary

• Teniralc increases the price in the Offer from SEK 65 to SEK 70 in cash per share, corresponding to a total value for all shares in Cary Group of approximately SEK 9,229 million, and extends the acceptance period to 22 September 2022.
• The independent bid committee of Cary Group's Board of Directors unanimously recommends all shareholders in Cary Group to accept the Revised Offer.
• The price in the Revised Offer will not be further increased by Teniralc. By this statement, Teniralc cannot, in accordance with Nasdaq Stockholm's Takeover Rules, increase the price in the Revised Offer any further.

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

“As we have said previously, we see Cary Group as a well-positioned company in the attractive market for vehicle glass repair and replacement. Having followed the company for several years, we see great untapped potential that can be unlocked if the company has the right conditions. Given the uncertainty from a broader macroeconomic perspective, we believe that such conditions are best procured for in a private environment. A private environment will provide ready access to capital that will allow the company to accelerate its growth strategy. We have carefully considered the situation and the feedback received on our original offer and as a result have decided to increase the offer. The revised offer has now received a unanimous recommendation from the independent bid committee of Cary Group, clearly illustrating its attractiveness.”

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

“As an active owner, Nordic Capital is always looking to safeguard its companies’ abilities to deliver on their respective strategies. We are committed to Cary Group and want to ensure that the company has the right prerequisites to stay active in the ongoing industry consolidation and at the same time continuing to drive operational excellence. We are convinced that a private setting, with the support from CVC and Nordic Capital, will ensure that Cary Group stays well-positioned to deliver on its strategy. CVC and Nordic Capital have therefore presented a revised offer, unanimously recommended by the independent bid committee of Cary Group, confirming this view.”

On 29 June 2022 Teniralc announced a public offer to the shareholders in Cary Group to tender any and all shares in Cary Group to Teniralc at a price of SEK 65 in cash per share. Teniralc has now decided to increase the price in the Offer to SEK 70 in cash per share.[4] The price in the Revised Offer will not be further increased by Teniralc. By this statement, Teniralc cannot, in accordance with Nasdaq Stockholm's Takeover Rules, increase the price in the Revised Offer any further.

The independent bid committee of Cary Group’s Board of Directors unanimously recommends all shareholders of Cary Group to accept the Revised Offer. The independent bid committee has previously obtained a fairness opinion regarding the Offer from Handelsbanken Capital Markets (“Handelsbanken”) pursuant to which the Offer, based already on the previous offer price of SEK 65 per share, in Handelsbanken’s opinion, is fair to the shareholders of Cary Group from a financial point of view.

The price in the Revised Offer represents a premium of:[5]

• 72 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);
• 55 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
• 32 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 price in the Revised Offer values the total number of shares in Cary Group to approximately SEK 9,229 million. The total value of the Revised 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 6,460 million. Shareholders who have already tendered their shares at SEK 65 in cash for each share in Cary Group will automatically benefit from the increased price of SEK 70 in cash for each share in Cary Group in the Revised Offer without taking any further action.

Given the Revised Offer, the acceptance period will be extended up to and including 22 September 2022 at 15.00 (CEST). Settlement will commence as soon as possible following the announcement by Teniralc that the conditions for the Offer have been satisfied or that Teniralc has otherwise decided to complete the Offer. Subject to such announcement being made no later than on or about 26 September 2022, settlement is expected to commence on or about 30 September 2022. Teniralc reserves the right to further extend the acceptance period for the Revised Offer and to postpone the settlement date.

In accordance with the press release announced by Teniralc on 9 August 2022, the condition regarding the receipt of all necessary regulatory, governmental or similar clearances, decisions and other actions from authorities or similar, has been satisfied. All other conditions for completion of the Offer remain unchanged during the extended acceptance period for the Revised Offer.

On 6 July 2022, Teniralc published the offer document for the Offer and on 9 August 2022, Teniralc published a supplement to the offer document due to (i) Cary Group’s interim report for the period 1 April – 30 June 2022 that was made public on 5 August 2022, and (ii) Cary Group’s press release published on 8 August 2022 with the initial statement about the Offer from the independent bid committee of Cary Group's Board of Directors and the fairness opinion regarding the Offer that the independent bid committee has obtained from Handelsbanken, pursuant to which the Offer is fair to the shareholders of Cary Group from a financial point of view.

Teniralc will prepare a supplement to the offer document due to the increased price in the Revised Offer and the statement regarding the Revised Offer from the independent bid committee of Cary Group’s Board of Directors that will be published today. The supplement to the offer document will be published by Teniralc after it has been approved and registered by the Swedish Financial Supervisory Authority (Sw. Finansinspektionen).

If Teniralc, whether in connection with the Revised 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 promote a delisting of Cary Group's shares from Nasdaq Stockholm.

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 Revised Offer is available at: www.carcare-offer.com.

For additional information, please contact:
 

The information was submitted for publication on 7 September 2022 at 07.30 a.m. (CEST).

Important information

The Offer (which in this section "Important information" refers to the Offer as well as the Revised 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.