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 will only be made through the prospectus provided by Vertiseit. 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 abovementioned 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.
Based on a preliminary assessment of received acceptances in Vertiseit AB’s (publ) (“Vertiseit” or the “Bidder”) public offer to the shareholders of MultiQ International Aktiebolag (“MultiQ”), Vertiseit will own shares equivalent to approximately 95 per cent of the total number of shares and votes in MultiQ. Vertiseit has resolved to complete the public offer and to declare the public offer unconditional.
Vertiseit announced on 10 January 2022 a public offer to the shareholders of MultiQ to acquire all shares in MultiQ (the “Offer”). On 3 March 2022, Vertiseit supplemented the offered alternatives of consideration of the Offer. A prospectus and an offer document regarding the Offer (the “Offer Document”) was approved and registered by the Swedish Financial Supervisory Authority on 5 April 2022.
The acceptance period ended on 27 April 2022.
The completion of the Offer is conditional on, inter alia, the Offer being accepted by shareholders to such an extent that Vertiseit becomes the owner of more than 80 percent of the shares in MultiQ.
Based on preliminary estimates, shareholders with a total shareholding corresponding to approximately 65 per cent of all shares and votes in MultiQ have accepted the Offer. The Bidder will, together with the 36,969,288 shares that the Bidder has acquired outside the Offer through transactions on Nasdaq Stockholm (in accordance with what has been announced by the Bidder at each time), preliminary own approximately 117,366,570 shares MultiQ (corresponding to approximately 65 per cent of the total number of shares and votes in MultiQ). The shares acquired by the Bidder outside the Offer have been acquired at prices not exceeding SEK 1.60 per share.
Except from what is stated above, neither the Bidder nor any closely related party to the Bidder owns any shares or other financial instruments that provide a financial exposure equivalent to a shareholding in MultiQ.
The final count of the number of shares that have been submitted under the Offer is still ongoing. The outcome of this count is expected to be announced on 29 April 2022.
Pursuant to the abovementioned preliminary assessment of received acceptances in the Offer, the Bidder considers that all conditions for the completion of the Offer have been fulfilled. The Bidder has therefore resolved to complete the Offer and to declare the public offer unconditional.
As the Offer has now been declared unconditional, the shareholders who have accepted the Offer are not entitled to withdraw their acceptances.
The Bidder reserves the right to acquire, or enter into arrangements in respect of acquisition of, shares in MultiQ, including acquisitions on the market at prevailing prices or in private transactions at negotiated prices (however not exceeding SEK 1.60 per share). Any such acquisitions will be carried out and announced in accordance with applicable laws and regulations (including Nasdaq Stockholm’s Takeover Rules).
Information on the Offer
For further information about the Offer, please see the prospectus regarding the Offer, which is available at Vertiseit’s website (corporate.vertiseit.se/offentligt-uppkopserbjudande) and at Aktieinvest FK AB’s website (www.aktieinvest.se).
For further information, please contact:
Johan Lind, CEO, media contact, Vertiseit AB (publ)
Phone number: +46 703 57 91 54
Email address: firstname.lastname@example.org
Jonas Lagerqvist, Deputy CEO/CFO, IR contact, Vertiseit AB (publ)
Phone number: +46 732 03 62 98
Email address: email@example.com
+46 8 121 57 690
For administrative questions regarding the Offer, please contact your bank or nominee where you have your shares registered.
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 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.