Nets A/S: Evergood 5 AS extends offer period

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Company announcement No. 33/2017 Evergood 5 AS extends offer period With reference to company announcement dated 23 October 2017 (no. 29/2017) regarding the submission of the voluntary, recommended, public takeover offer for Nets A/S (the ...

Company announcement
No. 33/2017

 

 

 

Evergood 5 AS extends offer period
With reference to company announcement dated 23 October 2017 (no. 29/2017) regarding the submission of the voluntary, recommended, public takeover offer for Nets A/S (the "Offer") by Evergood 5 AS (the "Offeror"), the Offeror has today informed Nets that it has decided to extend the offer period as set out in the offer document published on 23 October 2017 (the "Offer Document") to provide additional time to obtain regulatory approval from the Swedish Financial Supervisory Authority. The offer period is extended until and will now expire on 1 February 2018 16:00 (CET).

A copy of the supplement to the Offer Document prepared by the Offeror and approved by the Danish FSA is attached in both English and Danish. All other terms and conditions of the Offer remain unchanged.

As described in company announcement dated 11 December 2017 (no 32/2017) the Offeror has already obtained the European Commission's approval of the acquisition of Nets A/S as well as approvals from the Finnish Ministry of Economic Affairs and the Danish FSA. Furthermore, the Norwegian FSA has confirmed that it has no objections in relation to the Offeror's acquisition. Finally, on 12 December 2017, the Finnish FSA confirmed that it has no objections in relation to the Offeror's acquisition. Thus, the only pending regulatory approval is consent from the Swedish FSA.   

Reference is also made to the statement published by Nets in company announcement no. 29/2017 whereby the Board of Directors has decided to recommend the shareholders of Nets to accept the Offer as the offer price represents an attractive value when compared to the strategic alternatives available to Nets. The Board of Directors continues to recommend the shareholders of Nets to accept the Offer for the reasons described in the statement regarding the Offer as published in company announcement no. 29/2017.

Please note the following new dates in relation to the Offer:

1 February 2018 Expected expiration of the offer period
2 February 2018 Latest expected announcement of any further extension, withdrawal or completion of the Offer and, in the case of completion, the preliminary result thereof
4 February 2018 Latest expected announcement of the final result of the Offer
7 February 2018 Latest expected settlement of the Offer

On behalf of the Board of Directors of Nets A/S

Inge K. Hansen
Chairman

For further information, please contact:
For media enquiries:
Pia Stoklund, Head of Communications, at +45 29 48 26 46 or pstok@nets.eu

For investor and analyst enquiries:
Lars Oestmoe, Head of M&A and IR, at +47 91 34 71 77    or lostm@nets.eu

Information on Nets
Nets is a leading provider of digital payment services and related technology solutions across the Nordic region. Nets sits at the centre of the digital payments ecosystem and operates a deeply entrenched network, which connects merchants, corporate customers, financial institutions and consumers enabling them to make and receive payments as well as, increasingly, utilise value-added services to help them improve their respective activities.

Disclaimer
This announcement is not directed at shareholders of Nets A/S whose participation in the conditional public takeover offer described above (the "Offer") would require the issuance of an offer document, registration or other activities other than what is required under Danish law. No action has been (or will be) taken other than in Denmark to permit a public offer in any jurisdiction where action would be required for that purpose. The Offer and this announcement are not and will not be made, directly or indirectly, to shareholders resident in any jurisdiction in which the submission of the Offer and or this announcement or acceptance thereof would contravene the law of such jurisdiction. Accordingly, neither this announcement nor any other material regarding the Offer may be distributed in any jurisdiction outside Denmark if such distribution would require any registration, qualification or other requirement in respect of any offer to purchase or sell securities or distribute documents or advertisements in respect thereof. Any person acquiring possession of this announcement or any other document referring to the Offer is expected and assumed to obtain on his or her own accord any necessary information on any applicable restrictions and to comply with such restrictions.
This announcement does not constitute an offer or invitation to purchase any securities in Nets A/S or a solicitation of an offer to buy any securities, pursuant to the Offer or otherwise. The Offer is made solely by means of the Offer Document and the Supplement to the Offer Document each approved by the Danish Financial Supervisory Authority, which contain the full terms and conditions of the Offer, including details of how the Offer may be accepted. Shareholders in Nets A/S are advised to read the Offer Document, the Supplement to the Offer Document and the related documents as they contain important information.

The Offer will be subject to disclosure requirements under Danish law, which are different from those of the United States. The Offer is made in the United States pursuant to an exemption from certain US tender offer rules provided by Rule 14d-1(d) under the US Securities Exchange Act of 1934, as amended (the "Exchange Act") and in compliance with Section 14(e) of the Exchange Act. The Offer is subject to Danish procedural requirements, including with respect to withdrawal rights, offer timetable, settlement procedures and timing of payments that are different from those applicable under US domestic tender offer procedures and law.

It may be difficult for shareholders to enforce their rights and any claim arising out of the US federal securities laws, since the Offeror and Nets A/S are located in a non-US jurisdiction, and some or all of their officers and directors may be residents of a non-US jurisdiction. Shareholders may not be able to sue a non-US company or its officers or directors in a non-US court for violations of the US securities laws. Further, it may be difficult to compel a non-US company and its affiliates to subject themselves to a US court's judgement.

The receipt of cash pursuant to the Offer by shareholders who are US taxpayers may be a taxable transaction for US federal income tax purposes and under applicable US 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 Danish practice and pursuant to Rule 14e-5(b) of the Exchange Act, the Offeror or its nominees, or its brokers (acting as agents or in a similar capacity), may from time to time make certain purchases of, or arrangements to purchase, Nets A/S shares outside the United States, other than pursuant to the Offer, 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. Any information about such purchases will be announced through Nasdaq Copenhagen A/S and relevant electronic media if, and to the extent, such announcement is required under applicable Danish law, rules or regulations.

Attachments
Supplement to Offer Document
Tillæg til Tilbudsdokument




This announcement is distributed by Nasdaq Corporate Solutions on behalf of Nasdaq Corporate Solutions clients.
The issuer of this announcement warrants that they are solely responsible for the content, accuracy and originality of the information contained therein.
Source: Nets A/S via Globenewswire

Source(s) : Nets A/S

Complément d'information
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