Final outcome for the public offer by Velvet Cichlid to the shareholders of Sleep Cycle: Velvet Cichlid does not complete the offer
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, the United States, Australia, Canada, Hong Kong, Japan, 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. Other restrictions apply. Please see “Important notice” at the end of this press release.
Press release
2 February 2023
On 19 December 2022, Velvet Cichlid AB (the ”Bidder”), a company controlled by a consortium consisting of GLA Invest SA, MCGA AB, h265 AB and Petter Wallin (the “Consortium”), announced a public offer to the shareholders of Sleep Cycle AB (publ) (“Sleep Cycle”) to tender all their shares in Sleep Cycle to the Bidder at a price of SEK 42.50 in cash per share (the “Offer”).
At the end of the acceptance period on 31 January 2023, the Offer had been accepted by shareholders holding a total of 2,210,947 shares in Sleep Cycle, corresponding to approximately 10.9 percent of the outstanding shares in Sleep Cycle. In addition, since the announcement of the Offer, the Bidder has acquired 361,589 shares in Sleep Cycle at prices not exceeding the price in the Offer. As a result, the Bidder (including existing holdings of the Consortium) controls a total of 14,189,464 shares in Sleep Cycle, corresponding to approximately 69.9 percent of the outstanding shares in Sleep Cycle.
Completion of the Offer is conditional upon, inter alia, the Offer being accepted to the extent that the Bidder becomes the owner of shares corresponding to more than 90 percent of the total number of shares in Sleep Cycle (after full dilution). As the aforementioned conditions have not been met, the Bidder has decided not to complete the Offer.
Advisers
The Bidder and the Consortium has retained Carnegie Investment Bank AB (publ) as financial adviser and Advokatfirman Vinge as legal adviser.
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All information regarding the Bidder’s Offer to Sleep Cycle’s shareholders is available on the following website: www.better-sleep.se.
Further information
Alexandra Barganowski, Fogel & Partners
Phone: +46 720832750
Email: alexandra.barganowski@fogelpartners.se
This press release was submitted for publication on 2 February 2023 at 08:30 CET.
Important notice
This is a translation of the original Swedish language press release. In the event of discrepancies, the original Swedish wording shall prevail.
The distribution of this press release and any other document related to the Offer may, in certain jurisdictions, be restricted or affected by the laws of such jurisdictions. Accordingly, copies of this press release are not being, and must not be, mailed or otherwise forwarded, distributed or sent in, into or from any such jurisdiction. Therefore, persons who receive this press release (including, without limitation, nominees, trustees and pledgees) and are subject to the laws of any such jurisdiction will need to inform themselves about, and observe, any applicable restrictions or requirements. Any failure to do so may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable law, the Bidder disclaims any responsibility or liability for the violations of any such restrictions by any person.
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, the United States, Australia, Canada, Hong Kong, Japan, New Zealand, South Africa or any other jurisdiction in which the making of the Offer, the distribution of this press release or approval of acceptance of the Offer would contravene applicable laws or regulations or require further offer documents, filings or other measures 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.
The Offer, the information and documentation made available through this press release have not been prepared by, and not approved by, an "authorized person" as referred to in Section 21 of the UK Financial Services and Markets Act 2000 ("FSMA"). Accordingly, the information and documents made available through this press release may not be distributed to, or forwarded to, the public in the UK, unless an exemption applies. Dissemination of information and documents made available through this press release is exempt from the restrictions on financial marketing in Article 21 of the FSMA on the basis that it is a communication by or on behalf of a legal person relating to a transaction for the acquisition of the day-to-day control of the business of the legal entity, or to acquire 50 percent or more of shares with voting rights in a legal entity, in accordance with Article 62 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 as well as effects 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 the Bidder and Sleep Cycle. Any such forward-looking statements speak only as of the date on which they are made, and the Bidder 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 (publ) is not responsible to anyone other than the Bidder and the Consortium for advice in connection with the Offer.