The Offer is not made, and this press release may not be distributed, neither directly or indirectly to, and no acceptance will be approved from or on behalf of, persons in Australia, Hong Kong, Japan, Canada, New Zealand, South Africa, the United States or any other jurisdiction where the Offer, the distribution of this press release or information pertaining to the Offer or the acceptance of the Offer would be in conflict with any law or regulation or require any additional offer document and/or prospectus or registration to be effected or any other measures to be taken in addition to those required under Swedish law (including Nasdaq Stockholm’s Takeover Rules). This press release does not constitute any offer or solicitation to subscribe, acquire or sell shares or other financial instruments. An offer to subscribe for shares in Vertiseit as described in this press release will only be made through a prospectus which will be provided by Vertiseit upon approval and registration by the Swedish Financial Supervisory Authority (Sw. Finansinspektionen). This press release does not constitute a prospectus pursuant to the regulation of the European Parliament and of the Council 2017/1129 of 14 June 2017 (together with any related supplements, implementation and delegated regulations the “Prospectus Regulation”). No person should acquire any financial instruments referred to in this press release based on any other information than the information set out in the offer document and the above mentioned prospectus. Approval and registration of the prospectus by the Swedish Financial Supervisory Authority shall not be deemed as an approval of the financial instruments included in the prospectus.
On January 10, 2022, Vertiseit AB (publ) announced a public offer to the shareholders of MultiQ International AB (publ) (“MultiQ”) to acquire all shares in MultiQ for three mutually exclusive consideration alternatives (the “Offer”). Since then, Vertiseit has acquired a total of 37,889,288 shares, corresponding to approximately 30.74 percent of the shares and votes in MultiQ.
Since Vertiseit announced the Offer, acquisitions of shares in MultiQ have been announced on five occasions;
- January 11, 2022: acquisition of 6,921,799 shares in MultiQ, corresponding to approximately 5.62 percent of the total number of shares and votes in MultiQ
- January 20, 2022: acquisition of 6,756,309 shares in MultiQ, corresponding to approximately 5.48 percent, and thereby a total of approximately 11.10 percent, of the total number of shares and votes in MultiQ
- January 24, 2022: acquisition of 4,844,785 shares in MultiQ, corresponding to approximately 3.93 percent, and thereby a total of approximately 15.03 percent, of the total number of shares and votes in MultiQ
- January 25, 2022: acquisition of 6,296,141 shares in MultiQ, corresponding to approximately 5.11 percent, and thereby a total of approximately 20.13 percent, of the total number of shares and votes in MultiQ
- February 10, 2022: acquisition of 6,429,135 shares in MultiQ, corresponding to approximately 5.22 percent, and thereby a total of approximately 25.35 percent, of the total number of shares and votes in MultiQ
Since then, a further acquisition of 6,641,119 shares in MultiQ has been made. This means that since the Offer was announced on 10 January 2022, Vertiseit has acquired a total of 37,889,288 shares (corresponding to approximately 30.74 percent of the total number of shares and votes in MultiQ), at prices not exceeding SEK 1.60 per share (corresponding to the level of cash consideration in the Offer), which Vertiseit reserved the opportunity to do when the Offer was announced.
Vertiseit's acquisition of a total of 37,889,288 shares, together with the binding acceptance of the Offer received from three of the largest shareholders in MultiQ, which together own a total of 46.60 percent of all shares and votes in MultiQ, corresponds to approximately 77.34 percent of the total number of shares and votes in MultiQ.
The acceptance period runs around April 6, 2022 to April 27, 2022.
Information about the Offer is available at: corporate.vertiseit.se
For administrative questions about the Offer, please first contact your bank or nominee where you have your shares in custody.
Important information
This press release has been published in English and Swedish. In the event of any discrepancy between the two language versions, the Swedish version shall prevail.
This press release does not constitute any offer or solicitation to subscribe, acquire or sell shares or other financial instruments and nor does it constitute any recommendation to offer to subscribe, acquire or sell shares or other financial instruments.
The Offer is neither directly nor indirectly, made to, and no acceptance will be approved from or on behalf of persons in Australia, Hong Kong, Japan, Canada, New Zealand, South Africa, the United States or any other jurisdiction where the Offer, the distribution of information pertaining to the Offer or the acceptance of the Offer would be in conflict with any law or regulation or require any additional offer document and/or prospectus or registration to be effected or any other measures to be taken in addition to those required under Swedish law (including Nasdaq Stockholm’s Takeover Rules) (“Excluded Jurisdiction”)
The distribution of this press release and any related Offer documentation in an Excluded Jurisdiction may be restricted, require that additional documentation is prepared or other measures taken or in conflict with the laws or regulations of such jurisdiction. Accordingly, the information in this press release may not be forwarded, distributed, reproduced or made available in or into any Excluded Jurisdiction in which the Offer would require that any additional offer document and/or prospectus is prepared or registration effected or that any other measures are taken in addition to those required under Swedish law (including Nasdaq Stockholm’s Takeover Rules) or where it would be in conflict with any law or regulation in such jurisdiction and the information does not constitute an offer or solicitation to acquire, sell, subscribe or exchange securities, to persons in such jurisdictions. Consequently, neither the Offer nor any documentation or information pertaining to the Offer will or may be sent, mailed or otherwise distributed in or into any Excluded Jurisdiction.
Banks, brokers, dealers and other nominees holding shares for persons who are located in or who have registered addresses in any Excluded Jurisdiction must not forward the Offer or any other document or information received in connection with the Offer to such persons. Any failure by such persons to inform themselves and observe applicable restrictions or requirements may constitute a violation of the securities laws of an Excluded Jurisdiction. To the fullest extent permitted by applicable law, Vertiseit disclaims any responsibility or liability for the violations of any such restrictions by any person. Any purported acceptance of the Offer resulting directly or indirectly from a violation of these restrictions may be disregarded. No consideration under the Offer will be delivered in or into any Excluded Jurisdiction.
The acceptance period for the Offer has not commenced.
The information in this press release which relates to future conditions or circumstances, including information regarding future result, growth and other forecasts and effects of the Offer, are forward-looking statements. Such statements may, inter alia, be identified by the use of words such as “deemed”, “anticipate”, “intend” “expect”, “believe” or similar expressions. Forward-looking statements are subject to risks and uncertainties because they relate to conditions and are subject to circumstances that occur in the future. Future circumstances may materially deviate from what has been expressed or implied in the forward-looking statements due to several factors which to a large extent is outside of Vertiseit’s control. Any forward-looking statements speak only as of the date on which they are made and Vertiseit has no obligation (and undertakes no obligation) to update or revise any such statements due to new information, future events or similar, except for then it is requires due to applicable laws and regulations.
