FEBRUARY 15 2018
Nordic Capital Fund VIII1) (“Nordic Capital”) and Sampo plc2) (“Sampo”), through NDX Intressenter AB3) (“NDX Intressenter”), announced on 8 February 2018 a recommended mandatory 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 (the “Offer”).
Nordic Capital has since then, through Cidron Humber Ltd, a company domiciled in Jersey, acquired an additional 46,532,167 shares in Nordax outside the Offer, corresponding to 41.94 per cent of the total number of shares and votes in Nordax, at a price not higher than the offer price. The selling shareholders were Swedish and international investors, including Carnegie Fonder AB, Handelsbanken Fonder AB, Investment AB Öresund and Swedbank Robur AB. At the time of the announcement of the Offer, these four shareholders had undertaken to accept the Offer but have thereafter sold the shares that were subject to their respective undertaking to Nordic Capital outside the Offer, whereby the undertakings have lapsed.
”I am pleased that Nordic Capital has succeeded in strengthening its holding in Nordax by acquiring more shares. By using our industry expertise we look forward to launch the initiatives needed to ensure Nordax’s long-term competitiveness,” says Kristoffer Melinder, Managing Partner, NC Advisory AB, advisor to Nordic Capital.
As at today’s date Nordic Capital owns 71,381,325 shares in Nordax, corresponding to 64.34 per cent of the total number of shares and votes in Nordax. Nordic Capital and Sampo together own 71.98 per cent of the total number of shares and votes in Nordax.
For additional information, please contact:
NC Advisory AB, advisor to the Nordic Capital Funds,
+46 8 440 50 50
About Nordic Capital
Nordic Capital is a leading private equity investor in the Nordic region with a resolute commitment to creating stronger, sustainable businesses through operational improvement and transformative growth. Nordic Capital focuses on selected regions and sectors where it has deep experience and a proven track record. Core sectors are Healthcare, Technology & Payments, Financial Services, Industrial Goods & Services and Consumer & Retail, and key regions are the Nordics, Northern Europe, and globally for Healthcare. Since inception in 1989, Nordic Capital has invested EUR 11 billion through eight funds. The Nordic Capital Funds are based in Jersey and are advised by advisory companies, which are based in Sweden, Denmark, Finland, Norway, Germany and the UK. For further information about Nordic Capital, please visit www.nordiccapital.com
This press release has been published in Swedish and English. In the event of any discrepancy between the Swedish original version and the English translation, the Swedish original version shall prevail.
The Offer, pursuant to the terms and conditions presented in this press release, is not being made to persons whose participation in the Offer requires that additional offer document is prepared or registration effected or that any other measures are taken in addition to those required under Swedish laws and regulations.
This press release and any related Offer documentation are not being distributed and must not be mailed or otherwise distributed or sent in or into any country in which the distribution or offering would require any such additional measures to be taken or would be in conflict with any law or regulation in such country – any such action will not be permitted or sanctioned by NDX Intressenter. Any purported acceptance of the Offer resulting directly or indirectly from a violation of these restrictions may be disregarded.
The Offer is not being and will not be made, directly or indirectly, in or into, or by use of mail or any other means or instrumentality of interstate or foreign commerce of, or any facilities of a national securities exchange of, Australia, Hong Kong, Japan, Canada, New Zealand or South Africa. This includes, but is not limited to facsimile transmission, e-mail, telex, telephone, the internet and other forms of electronic transmission. The Offer cannot be accepted and shares may not be tendered in the Offer by any such use, means, instrumentality or facility of, or from within Australia, Hong Kong, Japan, Canada, New Zealand or South Africa or by persons located or resident in those jurisdictions. Accordingly, this press release and any related Offer documentation are not being and should not be mailed or otherwise transmitted, distributed, forwarded or sent in or into Australia, Hong Kong, Japan, Canada, New Zealand or South Africa or to any Australian, Hong Kongese, Japanese, Canadian, New Zealander or South African or any persons located or resident in Australia, Hong Kong, Japan, Canada, New Zealand or South Africa.
Any purported tender of shares in an Offer resulting directly or indirectly from a violation of these restrictions will be invalid and any purported tender of shares made by a person located in Australia, Hong Kong, Japan, Canada, New Zealand or South Africa or any agent, fiduciary or other intermediary acting on a non-discretionary basis for a principal giving instructions from within Australia, Hong Kong, Japan, Canada, New Zealand or South Africa will be invalid and will not be accepted. Each holder of shares participating in the Offer will represent that it is not an Australian, Hong Kongese, Japanese, Canadian, New Zealander or South African, is not located or resident in Australia, Hong Kong, Japan, Canada, New Zealand or South Africa and is not participating in such Offer from Australia, Hong Kong, Japan, Canada, New Zealand or South Africa or that it is acting on a non-discretionary basis for a principal that is not an Australian, Hong Kong, Japanese, Canadian, New Zealand or South African, that is located outside Australia, Hong Kong, Japan, Canada, New Zealand or South Africa and that is not giving an order to participate in such offer from those jurisdictions. NDX Intressenter will not deliver any consideration from the Offer into Australia, Hong Kong, Japan, Canada, New Zealand or South Africa.
Important information to U.S. shareholders
The Offer described in this announcement 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.
For purposes of this section “United States” and “U.S.” means the United States of America (its territories and possessions, all states of the Unites States of America and the District of Columbia).
1) “Nordic Capital Fund VIII” refers to Nordic Capital VIII Limited, acting in its capacity as general partner of Nordic Capital VIII Alpha, L.P. and Nordic Capital VIII Beta, L.P. (to include any related direct or indirect investment entities (depending on the context)). Nordic Capital VIII Limited is a limited liability company established in accordance with the laws of Jersey, having its registered office at 26 Esplanade, St Helier, Jersey, JE2 3QA. “Nordic Capital” refers to Nordic Capital Fund VIII and/or any or all of its predecessor or successor funds or continuation vehicles (depending on the context).
2) “Sampo” refers to Sampo plc, a public limited liability company incorporated under the laws of Finland with reg. no. 0142213-3 and registered address at Fabianinkatu 27,00100 Helsinki.
3) “NDX Intressenter” refers to the, by Nordic Capital, newly formed Swedish private limited liability company, Off The Shelf 10043 AB, reg.no. 559097-5743 under name change to NDX Intressenter AB and with registered address at c/o Advokatfirman Cederquist KB, P.O. Box 1670, 111 96 Stockholm.