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PLEASE NOTE THAT THE INFORMATION REGARDING NDX INTRESSENTER AB’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 AND MORE INFORMATION AVAILABLE AT WWW.NDXINTRESSENTER.COM.
On 8 February 2018 Nordic Capital Fund VIII ("Nordic Capital") and Sampo plc, through NDX Intressenter AB ("NDX Intressenter"), announced a recommended mandatory public cash offer to the shareholders in Nordax Group AB (publ) ("Nordax") to acquire all outstanding shares in Nordax at a price of SEK 60 per share.
On 15 March 2018 NDX Intressenter declared the Offer unconditional and that the Offer would be completed. NDX Intressenter has today announced the outcome in the Offer and, at the same time, extended the acceptance period to 5 April 2018 in order to give the remaining shareholders an additional possibility to accept the Offer.
Outcome of the Offer
At the end of the acceptance period on 21 March 2018, the Offer had been accepted by shareholders representing a total of 23,044,054 shares in Nordax, corresponding to 20.77 per cent of all shares and votes in the company.
At the time of the announcement of the Offer, Nordic Capital and Sampo together owned 33,326,883 shares, corresponding to 30.04 per cent of all shares and votes in Nordax. Nordic Capital and Sampo have thereafter acquired an additional 51,318,929 shares in total, corresponding to 46.26 per cent of all shares and votes in Nordax, outside the Offer. Nordic Capital and Sampo thereby own a total of 84,645,812 shares, corresponding to 76.29 per cent of all shares and votes in Nordax and have, as previously communicated, undertaken to transfer all their shares in Nordax to NDX Intressenter in connection with completion the Offer. This means that together with the acceptances received in the Offer, NDX Intressenter controls a total of 107,689,866 shares, corresponding to 97.07 per cent of all shares and votes in Nordax.
As previously communicated, Nordic Capital and Sampo will hold 63.75 and 36.25 per cent, respectively, of the shares and votes in NDX Intressenter following the completion of the Offer.
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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