Nordic Capital launches a joint recommended mandatory cash offer to the shareholders in Nordax
February 08 2018
Nordic Capital Fund VIII (“Nordic Capital”) and Sampo plc (“Sampo”), through NDX Intressenter AB (“NDX Intressenter”), today announced a recommended 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 (the “Offer”).
The Board of Directors in Nordax unanimously recommends the Offer for acceptance by the shareholders in Nordax.
The Offer represents a premium of 34.5 per cent to the closing price of SEK 44.6 for the Nordax share on 11 October, 2017, the last trading day before the announcement of Sampo’s acquisition of shares in Nordax (Nordic Capital made its initial share acquisition on 12 October, 2017), and a premium of 15.4 per cent to the closing price of SEK 52.0 of the Nordax share on 7 February, 2018.
Nordic Capital and Sampo believe there is strong value creation potential in Nordax supported by its market leading position, attractive underlying market dynamics in the consumer finance niche and rapid growth and expect that the Offer will support further growth and create long term positive effects for Nordax and its employees and customers.
”Nordax already has a strong base with a platform that can be further developed by investing in growth and digitalisation. Nordic Capital and Sampo have a shared view regarding the potential of Nordax going forward and we believe the required investments which will secure the company’s long-term competiveness, are best done in a private environment. The financial industry is in a transformation phase and Nordic Capital looks forward to using our investment expertise, industry focus and relevant recent experience from the sector to support Nordax's growth and development,” says Kristoffer Melinder, Managing Partner, NC Advisory AB, advisor to Nordic Capital.
A press release regarding the Offer published by NDX Intressenter is available at www.ndxintressenter.com
Katarina Janerud, Communications Manager,
Advisor to the Nordic Capital Funds
Tel: +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 entities, which are based in Sweden, Denmark, Finland, Norway, Germany and the UK. For further information about Nordic Capital please see www.nordiccapital.com.
This press release may not be, directly or indirectly, distributed or published to or within 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 jurisdiction where tender of shares would demand further documentation, filings or other measures in addition to Swedish law.
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).