NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR
INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES OF AMERICA, CANADA, JAPAN, AUSTRALIA, SOUTH
AFRICA OR ANY OTHER JURISDICTION WHERE THE DISTRIBUTION OR
RELEASE WOULD BE UNLAWFUL.
PALM BEACH GARDENS, Florida,
Sept. 22, 2020 /PRNewswire/ --
Carrier Global Corporation has announced that it intends to sell
approximately 9 million B shares of Beijer Ref AB ("Beijer Ref"),
equal to approximately 7.7% of the outstanding B shares in Beijer
Ref, through an accelerated equity offering ("AEO" or the
"Transaction"). The total number of shares offered and the price of
the shares will be decided by Carrier at the close of a book
building process, which commences immediately. Carrier (NYSE: CARR)
is a leading global provider of innovative heating, ventilating and
air-conditioning (HVAC), refrigeration, fire, security and building
automation technologies. Beijer Ref provides commercial and
industrial refrigeration as well as heating and air conditioning
products, and is listed on the Nasdaq Stockholm.
Carrier currently holds approximately 38% of the Beijer Ref B
share capital, approximately 22% of the Beijer Ref A share capital,
and approximately 31% of the Beijer Ref total votes.
Beijer Ref will not receive any proceeds from the sale of
Carrier's shares. Carrier expects to announce the outcome of the
AEO before 9:00 CEST (03:00 EDT) on 23 September
2020. Carrier reserves the right to close the books at any
time.
The Transaction is part of Carrier's ongoing evaluation of its
portfolio, as previously communicated. Carrier's evaluation and
decision has no bearing on its valued and longstanding distribution
relationship with Beijer Ref.
Citigroup Global Markets Limited is acting as sole global
coordinator and bookrunner in the execution of the AEO. Carnegie
Investment Bank AB (publ) is acting as co-bookrunner.
Carrier has agreed to a 90-day lock up for its remaining
holdings in Beijer Ref, subject to certain exceptions, including
M&A.
About Carrier
Carrier Global Corporation is a leading global provider of healthy,
safe and sustainable building and cold chain solutions. Since our
founding, we've led in creating solutions that matter for people
and our planet. Today, our portfolio includes industry-leading
brands such as Carrier, Kidde, Edwards, LenelS2 and Automated Logic
that offer innovative HVAC, refrigeration, fire, security and
building automation technologies to help make the world safer and
more comfortable for generations to come. For more information,
visit www.corporate.carrier.com or follow Carrier on social
media at @Carrier.
Cautionary Statement Regarding Forward-Looking
Statements
This press release contains forward looking
statements concerning the scope, nature, impact or timing of
divestiture activity. All forward-looking statements involve
risks, uncertainties and other factors that may cause actual
results to differ materially from those expressed or implied in the
forward-looking statements, and those risks and uncertainties are
detailed from time to time in Carrier's filings with the Securities
and Exchange Commission.
Disclaimers
The distribution of this announcement and
the offer and sale of the shares in certain jurisdictions may be
restricted by law. The shares may not be offered to the public in
any jurisdiction in circumstances which would require the
preparation or registration of any prospectus or offering document
relating to the shares in such jurisdiction. No offer to sell
or subscribe for shares, or announcement of a forthcoming offer to
sell or subscribe for shares, or solicitation of any offer to buy
or subscribe for shares, or announcement of a forthcoming
solicitation of any offer to buy or subscribe for, shares will be
made in the United States or in
any jurisdiction in which such offer, solicitation or sale would be
unlawful prior to registration, exemption from registration or
qualification under the securities laws of such jurisdiction, and
the distribution of this communication in jurisdictions may be
similarly restricted. Persons into whose possession this
announcement comes are required to inform themselves about and to
observe any such restrictions. Any failure to comply with these
restrictions may constitute a violation of the securities laws of
any such jurisdiction.
This press release is for informational purposes only and does
not constitute or form a part of an offer to sell or a solicitation
of an offer to purchase any security in the United States or in any other jurisdiction
where such offer or solicitation is unlawful. The securities
described in this press release have not been and will not be
registered under the U.S. Securities Act of 1933, as amended (the
"Securities Act"), or any applicable state or foreign securities
laws and may not be offered or sold in the United States absent registration or an
exemption from the registration requirements of the Securities
Act. There will be no public offering of securities in
the United States.
In the United Kingdom and
Member States of the European Economic Area, this announcement and
any offer if made subsequently is directed exclusively at persons
who are "qualified investors" within the meaning of the Prospectus
Regulation ("Qualified Investors"). For these purposes,
the expression "Prospectus Regulation" means Regulation (EU)
2017/1129. In the United
Kingdom this announcement is directed exclusively at
Qualified Investors (i) who have professional experience in matters
relating to investments falling within Article 19(5) of the
Financial Services and Markets Act 2000 (Financial Promotion) Order
2005, as amended (the "Order" ) or (ii) who fall within Article
49(2)(A) to (D) of the Order, and (iii) to whom it may otherwise
lawfully be communicated.
Contact:
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Ashley
Barrie
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561-365-1260
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Ashley.Barrie@Carrier.com
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