Walnut Bidco's offer for Oriflame: Information on expected replacement of financing following completion of the Offer
Press release 19 June 2019
This announcement is not an offer, whether directly or indirectly, in Australia, Canada, Hong Kong, Japan, New Zealand or South Africa or in any other jurisdictions where such offer pursuant to legislation and regulations in such relevant jurisdictions would be prohibited by applicable law.
On 22 May 2019, Walnut Bidco Plc ("Walnut Bidco") announced a public offer to the shareholders in Oriflame Holding AG ("Oriflame" or the "Company") to tender all their shares in Oriflame to Walnut Bidco (the "Offer"). In connection with the Offer, Walnut Bidco obtained debt financing led by Goldman Sachs and Skandinaviska Enskilda Banken AB (publ) to pay part of the consideration. Such debt financing is expected to be replaced with permanent debt financing of approximately €800 million (equivalent) comprised of U.S. dollars and euros following completion of the Offer depending on market conditions. The debt replacement will not in any way effect the debt financing to be provided for completion of the Offer or the timing of completion.
Walnut Bidco
For more information about the Offer, please see: www.walnutbidco.com
Foradditional information contact:
Alexander af Jochnick, Walnut Bidco Plc
Tel:+46 8 622 36 00, e-mail: walnut@afjochnick.com
Information about Walnut Bidco
Walnut Bidco is a newly formed entity indirectly wholly owned by the members of the families of Robert af Jochnick and the late Jonas af Jochnick, respectively, and certain closely related parties to them.
Walnut Bidco is a registered public limited liability company, with corporate registration number 129091, incorporated in Jersey and tax resident in the UK, with the registered address 47 Esplanade St Helier Jersey JE1 0BD.
Walnut Bidco was incorporated with the Jersey Financial Services Commission on 20 May 2019. The company has not conducted any business and is currently not engaged in any business activities, save for activities incidental to its incorporation and the Offer and has hence no financial history. Walnut Bidco's only business purpose is to carry out the Offer and, following the completion of the Offer, to hold the shares in Oriflame.
This information was submitted for publication on 19 June 2019 at 8.00 a.m. (CET).
Information about the Offer:
www.walnutbidco.com
Important notice
Statements in this press release relating to future status or circumstances, including statements regarding Walnut Bidco Plc’s or its affiliates’ intentions, beliefs or current expectations concerning the Offer or the financing thereof, among other things, 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 Walnut Bidco Plc. Any such forward-looking statements speak only as of the date on which they are made and Walnut Bidco Plc 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.
Goldman Sachs International and SEB are not responsible to anyone other than Walnut Bidco Plc for advice in connection with the Offer.
NEITHER THE U.S. SECURITIES AND EXCHANGE COMMISSION NOR ANY U.S. STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED THE OFFER OR ANY SUCH FINANCING, OR PASSED ANY COMMENT UPON THE ADEQUACY OR COMPLETENESS OF THIS PRESS RELEASE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE IN THE UNITED STATES.