Tidnings AB Marieberg completes the recommended cash offer to the shareholders of Readly International AB (publ) and thereby becomes the owner of 65.8 per cent of the shares

The Offer (as defined below) is not being made, and this press release may not be distributed, whether directly or indirectly, in or into Australia, Canada, Hong Kong, Japan, New Zealand, Singapore or South Africa or in 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 in such relevant jurisdiction or require 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. Shareholders not resident in Sweden who wish to accept the Offer must make inquiries concerning applicable legislation and possible tax consequences. Shareholders should refer to the offer restrictions included in the section titled "Important information" at the end of this announcement and in the offer document, which has been published on the website for the Offer (www.offer-to-read.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.

Press release

9 March 2023

On 5 December 2022, Tidnings AB Marieberg[1] ("Bonnier News" or the "Bidder"), a wholly-owned subsidiary of Bonnier News Group AB[2], announced a recommended public offer to the shareholders of Readly International AB (publ) ("Readly" or the "Company") to tender all shares in Readly to Bonnier News (the "Offer"). On 26 January 2023, Bonnier News increased the price in the Offer from SEK 12 to SEK 14.40 in cash per share. On 1 February 2023, Bonnier News announced that all necessary approvals from authorities had been obtained, and on 22 February 2023, it was announced that there will be no further increase of the price in the Offer. Bonnier News has now decided to waive the acceptance level condition and complete the Offer, and to extend the acceptance period for the Offer one last time until 23 March 2023 to give the remaining shareholders in Readly time to accept the Offer.

The shares tendered in the Offer at the end of the acceptance period (which ended on 7 March 2023) amount to in aggregate 24,949,607 shares in Readly, corresponding to approximately 65.8 per cent of the share capital and the voting rights in Readly.

As presented in the Offer announcement press release and the offer document regarding the Offer which was made public on 7 December 2022 (the "Offer Document"), the completion of the Offer is conditional upon, inter alia, the Offer being accepted to such extent that Bonnier News becomes the owner of shares representing more than 90 per cent of the total number of outstanding shares in Readly (on a fully diluted basis). In the Offer, Bonnier News has reserved the right to waive, in whole or in part, one, several or all conditions set out in the Offer announcement press release and the Offer Document, including, with respect to the acceptance level condition, to complete the Offer at a lower level of acceptance. Bonnier News has now decided to waive the acceptance level condition. Accordingly, as all other conditions for completion of the Offer have been satisfied, the Offer is declared unconditional and Bonnier News will thus complete the acquisition of the shares that have been tendered in the Offer. Settlement for shares tendered in the Offer up to and including 7 March 2023 is expected to be initiated around 13 March 2023.

Anders Eriksson, President and CEO of Bonnier News Group AB, comments:

“Our final offer of SEK 14.40 per share in Readly has already been supported by Readly's largest shareholders as well as the independent bid committee of Readly. Creating a long-term growing and profitable business in digital magazine services requires continued high activity in marketing and thus large investments paired with a combination of own content and content from publishing partners. We therefore believe that Readly as a company would benefit from being in a privately owned environment where Bonnier News can provide content, marketing and distribution, together with continued investments in the platform. At the same time, we believe that Bonnier News, in a role as majority shareholder in Readly, can realise changes that are right for the company's future. We have therefore decided to complete the offer and become the owner of 65.8 per cent of the shares. In order to give time for the remaining shareholders in Readly to tender their shares, we have decided on a final extension of the acceptance period until 23 March 2023, after which it will no longer be possible to accept the Offer.”

To provide the remaining shareholders of Readly who have not yet tendered their shares time to accept the Offer, the board of directors of Bonnier News has resolved to extend the acceptance period up to and including 23 March 2023 at 15.00 (CET). Settlement for shares tendered in the Offer during the extended acceptance period is expected to be initiated around 29 March 2023. Bonnier News will not extend the acceptance period for the Offer any further.

As presented in the Offer announcement press release and the Offer Document, Bonnier News has entered into an agreement with Cafeyn Group[3] ("Cafeyn") with the intention that Cafeyn will become the owner of the non-Nordic businesses of Readly, conditional upon the completion of the Offer. Although Bonnier News has now decided to waive the acceptance level condition and complete the Offer at a lower level of acceptances, Bonnier News will continue to work towards implementing the transfer of the non-Nordic businesses to Cafeyn. The transfer of the non-Nordic businesses will take place when and as Bonnier News deems appropriate in light of the future ownership structure in Readly and the information that will be made available to Bonnier News following the completed Offer. It is the common ambition and objective of the parties that the transfer is completed as soon as possible and depending on the circumstances, the parties may seek to achieve the intended separation of the non-Nordic businesses by other means, which could mean that, for example, Cafeyn may acquire up to 100 per cent of Bonnier News' shareholding in Readly, and if applicable, that the separation of the non-Nordic businesses instead takes place through a reversed transfer.

Prior to the announcement of the Offer, neither Bonnier News nor any closely related companies or closely related parties owned, or otherwise controlled, any shares in Readly or other financial instruments that give a financial exposure to Readly's share, nor has Bonnier News or any closely related companies or closely related parties acquired any shares in Readly or other financial instruments that give a financial exposure to Readly's share outside the Offer. Bonnier News may acquire, or take measures to acquire, shares in Readly in other ways than through the Offer during the extended acceptance period. Information about such acquisitions of shares, or measures to acquire shares, will be disclosed in accordance with applicable rules.

Since the Offer is now unconditional, the shareholders who have accepted the Offer, or will accept the Offer, have no right to withdraw their acceptances.

Bonnier News continues to strive towards an ownership of more than 90 per cent in Readly and thereafter intends to initiate compulsory redemption of the remaining shares in Readly under the Swedish Companies Act (Sw. aktiebolagslagen (2005:551)), and promote a delisting of Readly's shares from Nasdaq Stockholm.

Information about the Offer:

For further information about the Offer, refer to Bonnier News' website for the Offer (www.offer-to-read.com).

Contact persons:

Elsa Falk, Chief Communication Officer, Bonnier News
Tel: +46 70 600 74 94
E-mail: elsa.falk@bonniernews.se

Adam Makkonen, Fogel & Partners
Tel: +46 70 316 63 75
E-mail: bonniernews@fogelpartners.se

For administrative questions regarding the Offer, please contact your bank or the nominee registered as holder of your shares.

The information was submitted for publication on 9 March 2023 at 07.30 a.m. (CET).
 

Important information

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 or South Africa 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 or South Africa, 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 or South Africa. 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 or South Africa.

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 2000 (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 Bonnier News and Readly. Any such forward-looking statements speak only as of the date on which they are made and Bonnier News 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.

Carnegie Investment Bank AB is not responsible to anyone other than Bonnier News for advice in connection with the Offer.

Special notice to shareholders in the United States

The Offer described in this press release is made for the issued and outstanding shares of Readly, a company incorporated under Swedish law, and is 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 in Readly domiciled in the United States (the "U.S. Holders") are encouraged to consult with their own advisors regarding the Offer.

Readly'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 Readly 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 Readly'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 Readly'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 Readly and Bonnier News 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. Readly's shareholders may not be able to sue Readly or Bonnier News 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 Readly or Bonnier News 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 and regulations, Bonnier News and its affiliates or its brokers and its brokers' affiliates (acting as agents for Bonnier News 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 Readly 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 Bonnier News may also engage in ordinary course trading activities in securities of Readly, 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 Bonnier News 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.