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PLEASE NOTE THAT THE INFORMATION REGARDING NDX INTRESSENTER'S PUBLIC TAKEOVER OFFER (THE "OFFER") SET OUT HEREIN IS PUBLISHED FOR INFORMATION PURPOSES ONLY AND IS NOT AN OFFER ANNOUNCEMENT. THE FORMAL OFFER ANNOUNCEMENT PUBLISHED BY NDX INTRESSENTER TODAY IS AVAILABLE AT WWW.NDXINTRESSENTER.COM.
Sampo plc participates as a co-investor in the recommended mandatory cash offer announced today by Nordic Capital Fund VIII ("Nordic Capital") and Sampo through NDX Intressenter AB ("NDX Intressenter") to acquire all outstanding shares in Nordax Group AB (publ) ("Nordax"). Nordax is listed on Nasdaq Stockholm.
Nordic Capital and Sampo together own 30.04 per cent of the total number of shares and votes in Nordax. Sampo's stake in Nordax is 7.64 per cent. Nordic Capital and Sampo have agreed to contribute all of their Nordax shares to NDX Intressenter, valued at the offer price, subject to completion of the offer.
Nordic Capital and Sampo expect to hold 63.75 per cent and 36.25 per cent, respectively, of the shares and votes in NDX Intressenter following completion of the Offer.
NDX Intressenter offers a price of SEK 60 in cash for each share in Nordax, valuing all outstanding shares in Nordax to SEK 6,657 million. The offer price represents a premium of 15.4 per cent to the closing price of the Nordax share on 7 February 2018, amounting to SEK 52.00. The offer is conditional upon receipt of necessary regulatory approvals.
The Board of Directors in Nordax has unanimously recommended the offer for acceptance by the shareholders in Nordax.
The size of Sampo's investment would be EUR 245 million assuming that NDX Intressenter reaches full ownership in Nordax.
An offer document regarding the offer is expected to be published on or about 16 February 2018. The acceptance period for the offer is expected to commence on or about 19 February 2018 and end on or about 21 March 2018.
THE OFFER REFERRED TO IN THIS STOCK EXCHANGE RELEASE IS NOT BEING MADE, WHETHER DIRECTLY OR INDIRECTLY, IN AUSTRALIA, HONG-KONG, JAPAN, CANADA, NEW ZEALAND, SOUTH AFRICA OR IN ANY OTHER JURISDICTION WHERE SUCH OFFER, ACCORDING TO LEGISLATION AND REGULATIONS IN SUCH JURISDICTION, WOULD BE PROHIBITED BY APPLICABLE LAW. THE OFFER IS NOT BEING MADE TO (NOR WILL TENDER OF SHARES BE ACCEPTED FROM) PERSONS IN THESE COUNTRIES OR PERSONS IN ANY OTHER JURISDICTIONS WHERE TENDER OF SHARES WOULD DEMAND FURTHER DOCUMENTATION, FILINGS OR OTHER MEASURES IN ADDITION TO THOSE REQUIRED PURSUANT TO SWEDISH LAW.
Important information to U.S. shareholders
The Offer will be made for the shares in Nordax, a Swedish limited liability company. The Offer will be made in the United States pursuant to an exemption from certain U.S. tender offer rules provided by Rule 14d-1(d) under the U.S. Securities Exchange Act of 1934, as amended (the "U.S. Exchange Act"), in compliance with Section 14(e) of the U.S. Exchange Act and otherwise in accordance with the requirements of Swedish law. Accordingly, the Offer will be subject to disclosure and other 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.
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 NDX Intressenter and Nordax 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 who are U.S. taxpayers 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 his or her independent professional adviser regarding the tax consequences of the Offer.
In accordance with normal Swedish practice and pursuant to Rule 14e-5(b) of the U.S. Exchange Act, NDX Intressenter and its affiliates or brokers (acting as agents for NDX Intressenter 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 Nordax 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 Nordax. In addition, the financial advisors to NDX Intressenter, may also engage in ordinary course trading activities in securities of Nordax, which may include purchases or arrangements to purchase such securities.
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