Nets A/S: Publication of offer document and statement by the Board of Directors
23 October 2017 - 5:30PM
Company announcement No. 29/2017 |
|
Publication of offer document
and statement by the Board of
Directors
With reference to Nets A/S' company announcement dated 25 September
2017 (no. 26/2017) regarding the voluntary recommended public
takeover offer for Nets A/S, Evergood 5 AS has today published the
enclosed offer document as well as the offer advertisement and
acceptance form (appended to the offer document) in accordance with
Section 4(2) of the Danish Financial Supervisory Authority's
executive order No. 562, dated 2 June 2014 on takeover offers (the
"Takeover Order").
The Board of Directors of Nets A/S has prepared
the enclosed statement regarding the offer in accordance with
Section 23 of the Takeover Order. As described in this statement,
the Board of Directors has decided to recommend the shareholders of
Nets A/S to accept the offer.
Inge Hansen, Chairman of Nets said: "The board
believes that the cash offer of DKK 165 per share is attractive to
Nets' shareholders. The offeror has already received acceptances
from shareholders holding in aggregate 46% of the shares and a
letter of support from a shareholder who owns 3.3% of the shares.
The offer price represents an attractive value when compared to the
strategic alternatives available to Nets, and the board recommends
that shareholders accept the offer."
The offer document (including the offer
advertisement and the acceptance form), and the statement by the
Board of Directors are enclosed to this announcement in both
English and Danish. The offer advertisement, acceptance form and
the statement by the Board of Directors will furthermore be sent
via mail to all registered shareholders of Nets A/S and will,
together with the actual offer document, be made available on the
offeror's webpage: http://www.hf-n.dk/. Finally, this announcement
including attachments are available on Nets website,
www.investor.nets.eu.
On behalf of the Board of Directors of Nets
A/S,
For further information, please contact:
For media enquiries:
Pia Stoklund, Head of Communications at +45 29 48 26 46
or pstok@nets.eu
For investor enquiries:
Lars Oestmoe, Head of M&A and IR at +47 91 34 71 77 or
lostm@nets.eu
Information on Nets
Nets is a leading provider of digital payment services and related
technology solutions across the Nordic region. Nets sits at the
centre of the digital payments ecosystem and operates a deeply
entrenched network, which connects merchants, corporate customers,
financial institutions and consumers enabling them to make and
receive payments as well as, increasingly, utilise value-added
services to help them improve their respective activities.
Disclaimer
This announcement is not directed at shareholders of Nets A/S whose
participation in the conditional public takeover offer described
above (the "Offer") would require the issuance of an offer
document, registration or other activities other than what is
required under Danish law. No action has been (or will be) taken
other than in Denmark to permit a public offer in any jurisdiction
where action would be required for that purpose. The Offer and this
announcement are not and will not be made, directly or indirectly,
to shareholders resident in any jurisdiction in which the
submission of the Offer and or this announcement or acceptance
thereof would contravene the law of such jurisdiction. Accordingly,
neither this announcement nor any other material regarding the
Offer may be distributed in any jurisdiction outside Denmark if
such distribution would require any registration, qualification or
other requirement in respect of any offer to purchase or sell
securities or distribute documents or advertisements in respect
thereof. Any person acquiring possession of this announcement or
any other document referring to the Offer is expected and assumed
to obtain on his or her own accord any necessary information on any
applicable restrictions and to comply with such
restrictions.
This announcement does not constitute an offer or invitation to
purchase any securities in Nets A/S or a solicitation of an offer
to buy any securities, pursuant to the Offer or otherwise. The
Offer is made solely by means of the Offer Document approved by the
Danish Financial Supervisory Authority, which contains the full
terms and conditions of the Offer, including details of how the
Offer may be accepted. Shareholders in Nets A/S are advised to read
the Offer Document and the related documents as they contain
important information.
The Offer will be subject to disclosure
requirements under Danish law, which are different from those of
the United States. The Offer is made in the United States
pursuant to an exemption from certain US tender offer rules
provided by Rule 14d-1(d) under the US Securities Exchange Act of
1934, as amended (the "Exchange Act") and in compliance with
Section 14(e) of the Exchange Act. The Offer is subject to Danish
procedural requirements, including with respect to withdrawal
rights, offer timetable, settlement procedures and timing of
payments that are different from those applicable under US domestic
tender offer procedures and law.
It may be difficult for shareholders to enforce
their rights and any claim arising out of the US federal securities
laws, since the Offeror and Nets A/S are located in a non-US
jurisdiction, and some or all of their officers and directors may
be residents of a non-US jurisdiction. Shareholders may not be able
to sue a non-US company or its officers or directors in a non-US
court for violations of the US securities laws. Further, it may be
difficult to compel a non-US company and its affiliates to subject
themselves to a US court's judgement.
The receipt of cash pursuant to the Offer by
shareholders who are US taxpayers may be a taxable transaction for
US federal income tax purposes and under applicable US 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 Danish practice and
pursuant to Rule 14e-5(b) of the Exchange Act, the Offeror or its
nominees, or its brokers (acting as agents or in a similar
capacity), may from time to time make certain purchases of, or
arrangements to purchase, Nets A/S shares outside the United
States, other than pursuant to the Offer, 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. Any information
about such purchases will be announced through Nasdaq Copenhagen
A/S and relevant electronic media if, and to the extent, such
announcement is required under applicable Danish law, rules or
regulations.
Attachments
Tilbudsdokument inklusive tilbudsannonce og acceptblanket
DK
Redegørelse fra Bestyrelsen DK
Offer Document including offer advertisement and acceptance form
UK
Statement by the Board of Directors UK
Nets - Offer Document dated 23
October 2017
Statement by the Board of Directors 23 October 2017 - Nets
Nets - Tilbudsdokument dateret den 23. oktober 2017
Bestyrelsesredegørelse 23. oktober 2017 - Nets
This
announcement is distributed by Nasdaq Corporate Solutions on behalf
of Nasdaq Corporate Solutions clients.
The issuer of this announcement warrants that they are solely
responsible for the content, accuracy and originality of the
information contained therein.
Source: Nets A/S via Globenewswire
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