NOT FOR DISTRIBUTION IN OR INTO AUSTRALIA, CANADA, HONG KONG, NEW ZEALAND, SOUTH AFRICA, JAPAN OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL OR REQUIRE PRIOR APPROVAL.
30 May 2024
Reference is made to the stock exchange announcement made on 29 May 2024 regarding settlement of the voluntary offer (the "Offer") by Aurelia Bidco Norway AS (the "Offeror") to acquire all of the issued and outstanding ordinary class A shares (the "Shares") in Adevinta ASA (the "Company") for NOK 115 per Share (the "Offer Price"). Following settlement of the Offer, the Offeror and its wholly owned subsidiary, Adevinta Bidco 1 Norway AS, have acquired and hold a total of 1,161,148,347 shares (including the non-voting class B shares) in the Company, equivalent to approximately 94.79% of the share capital and 94.53% of the voting rights in the Company.
The board of directors of the Offeror has resolved, effective from after close of trading on Oslo Børs today, 30 May 2024, to carry out a compulsory acquisition of all remaining shares in the Company not owned by the Offeror, pursuant to section 4-25 of the Norwegian Public Limited Liability Companies Act and section 6-22 of the Norwegian Securities Trading Act. As a consequence, the Offeror has assumed ownership to all shares in the Company. The offered redemption price in the compulsory acquisition is NOK 115 per Share, equal to the Offer Price in the completed Offer (the "Redemption Price").
The Offeror has obtained a statutory guarantee for the settlement under the compulsory acquisition in accordance with section 6-22 (3) no. 3 of the Norwegian Securities Trading Act. Any objections to, or rejection of, the offered redemption price must be received at the latest on 31 July 2024. Former shareholders of the Company who do not object to, or reject, the offered Redemption Price within this deadline will be deemed to have accepted the offered price.
Settlement of the Redemption Price is expected to occur as soon as possible and no later than 5 June 2024. A notice regarding the compulsory acquisition will be sent to all former shareholders subject to the compulsory acquisition whose addresses are known. In addition, the compulsory acquisition will be announced through the electronic notice service of the Norwegian Register of Business Enterprises (Nw.: Foretaksregisteret).
As a consequence of the compulsory acquisition, the Offeror will pursue a delisting of the Company's shares from Oslo Børs. A separate stock exchange announcement will be published in this regard.
Advisers
ABG Sundal Collier ASA and Goldman Sachs Bank Europe SE, Amsterdam Branch are acting as financial advisers to the Offeror in the process. Freshfields Bruckhaus Deringer LLP, Latham & Watkins LLP and Wikborg Rein Advokatfirma AS are acting as legal advisers to the Offeror in the process.
Contacts
International media relations
Nina Gilbert, Permira
Nina.Gilbert@Permira.com
+44 (0) 7774 037 250
James Williams, Permira
James.Williams@Permira.com
+44 (0) 7747 006 407
Rebecca Flower, Blackstone
Rebecca.Flower@Blackstone.com
+44 (0) 7918 360372
Norwegian media
Marte Ramuz Eriksen, Zynk
mre@zynk.no
+47 952 21 425
Swedish media
Birgitta Henriksson, Fogel & Partners
Birgitta.Henriksson@fogelpartners.se
+46 (0) 708 128 639
For administrative questions regarding the Offer, please contact your bank or the nominee registered as holder of your shares.
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