This press release is not for release, publication or distribution, directly or
indirectly, in or into the
United States, Australia, Canada, Hong Kong or Japan.
This announcement is not a prospectus and is not an offer to sell or a
solicitation of any offer to buy any securities in the United States or in any
other jurisdiction
Delisting of LBI International AB shares on NASDAQ OMX Stockholm and NYSE
Euronext Amsterdam with last trading day on 26 July 2010
Listing of merged entity LBi International N.V. expected to commence on 5
August 2010 on NYSE Euronext Amsterdam
Rights Offering to follow new listing on NYSE Euronext Amsterdam
19 July 2010 - LBI International AB (LBi), the largest European marketing and
technology agency, announces that it will be delisted from NASDAQ OMX Stockholm
and NYSE Euronext with last trading day on 26 July 2010 following the required
permission by the Swedish Companies Registration Office (the "SCRO") for the
merger with Obtineo Netherlands Holdings N.V. (Obtineo), as announced on 25
February 2010. The SCRO is expected to register the merger, in which Obtineo
will acquire all assets and assume all liabilities of LBi, on 2 August 2010.
Upon registration of the merger and as earlier announced, the shareholders of
LBi as of 30 July 2010 will receive 1 (one) new share in Obtineo for every 1
(one) share held in LBi. Distribution of the new shares in Obtineo is expected
to take place on 3 August 2010.
Obtineo, to be renamed LBi International N.V., is expected to be listed on NYSE
Euronext Amsterdam as from 5 August 2010. As a consequence, shares in LBi cannot
be traded in the period from 27 July up to and including 4 August 2010.
Following the listing of the LBi International N.V. shares on NYSE Euronext
Amsterdam, a guaranteed rights issue of approximately EUR 10 million will be
launched. The rights issue will be carried out with pre-emptive rights for LBi
shareholders.
The prospectus in connection with the admission to listing and trading on NYSE
Euronext Amsterdam and in connection with the rights issue is expected to be
published on or around 23 July 2010. Details regarding the rights issue will be
announced shortly via a separate press release.
Background on LBi International N.V.
On 25 February 2010, LBi announced the merger with Obtineo to create Europe's
largest marketing and technology agency with a total staff of more than 1,600
professionals across 15 countries and 33 offices. Obtineo is a combination of
Bigmouthmedia, the largest search engine marketing specialist in Europe and EUR
40 million of new capital, underwritten by institutional investors Janivo, Cyrte
and The Carlyle Group, committed towards global expansion of the combined
entity. The merged entity, which will trade under the trading symbol LBI, will
be a Dutch N.V.. The total number of ordinary shares outstanding at the first
day of trading will amount to 131,156,606.
Luke Taylor, CEO of LBi said: "The first day of trading on NYSE Euronext
Amsterdam will mark the launch of the much larger, more robust and better
integrated LBi. The merger with Bigmouthmedia now adds best in class global
search engine marketing capabilities to LBi's unique platform of digital
services and further strengthens our position as Europe's largest marketing
and technology agency with a global reach, focused on building believable Brands
for Blue chip clients. With the € 50 million in cash from the private placement
and the rights issue, we are well positioned to play a leading role in the
consolidation within the industry and become a global leader".
Fred Mulder, Chairman of the LBi Supervisory Board commented: "Within the long
history of LBi, the single listing on NYSE Euronext Amsterdam marks a new period
for the company, following a period of transition in which new management has
taken over and operations were integrated and streamlined into a One Brand
company. The company is clearly entering the next phase into becoming the global
leader in its field, and with the clear commitment of new shareholders
Carlyle, Cyrte and Janivo, I am very confident of the exciting future for LBi "
Details regarding the delisting on Nasdaq OMX Stockholm and the listing NYSE
Euronext Amsterdam
As a result of the permission to execute the merger plan with Obtineo and
following the final registration of the merger by the SCRO, LBi will be delisted
from NASDAQ OMX Stockholm and NYSE Euronext Amsterdam with last trading day on
26 July 2010. The shareholders of LBi as of 30 July 2010 (the record date for
the merger) will receive 1 (one) new share in Obtineo, to be renamed LBi
International N.V. for every 1 (one) share held in LBi. Distribution of the new
shares in LBi International N.V. is expected to take place on 3 August 2010.
LBi International N.V. is expected to be listed on NYSE Euronext Amsterdam as
from 5 August 2010. There will be no listing of LBi International N.V. shares in
Sweden.
The new shares in LBi International N.V. will initially be settled via Euroclear
Sweden AB. In order to trade the new shares in LBi International N.V. on NYSE
Euronext Amsterdam, the shares must first be converted into shares that are
subject to settlement with Euroclear Nederland. For nominee-registered
shareholders in LBi, the nominee may execute such conversion automatically and
without any further actions to be taken by the shareholders. Contact your
nominee/account operator if you have any questions regarding the conversion of
shares into the system operated by Euroclear Nederland.
In respect of directly-registered shareholders with the VPC system operated by
Euroclear Sweden AB, the new Obtineo shares will be credited to the same VP
account where the LBi shares are held on 30 July 2010, i.e. the record date for
the merger. To be able to trade in the new shares it is required that the new
shares are transferred to a deposit account with a bank or stockbroker that is
offering trading on NYSE Euronext Amsterdam. The reason for this is that trading
on NYSE Euronext Amsterdam is settled through Euroclear Nederland and not via
Euroclear Sweden (formerly VPC). Shareholders holding their LBi shares on a VP
account and who wish to be able to trade in the new LBi International N.V.
shares on NYSE Euronext Amsterdam are recommended to transfer the LBi shares to
a deposit account with a bank or stockbroker no later than on 30 July 2010 in
order to be able to trade in LBi International N.V. shares as from the first
trading day on 5 August 2010. If after the first trading day a
directly-registered shareholder wants to be able to trade in the LBi
International N.V. shares on NYSE Euronext Amsterdam, the shares must first be
converted into shares eligible for settlement through Euroclear Nederland. Such
conversion is subject to a fixed fee that is charged by the bank or stockbroker
opening the deposit account on behalf of the shareholder. The amount of such fee
is depending on which bank or stockbroker the shareholder has appointed.
Indicative Timetable
26 July 2010 LBI International AB ceases trading on NASDAQ OMX and
NYSE Euronext Amsterdam
27 July - 4 August 2010 No trading in LBi shares
29 July 2010 Effective Date of the merger between LBi and Obtineo,
Obtineo renamed LBi International N.V.
3 August 2010 Distribution of LBi International N.V. shares
5 August, 2010 Listing of LBi International N.V. shares on NYSE
Euronext Amsterdam
( )
(1)The terms of the rights issue will be announced on or around the date of
publication of the prospectus
Enquiries
+------------------------+--------+--------------------+----------------------+
|LBi |Chairman|Fred Mulder |+31 20 460 2986 |
| |CEO |Luke Taylor |+44 (0) 20 70 63 64 65|
+------------------------+--------+--------------------+----------------------+
|Citigate First Financial| |Jacqueline Lenterman|+31 (0) 20 575 40 22 |
+------------------------+--------+--------------------+----------------------+
Notes to Editors
The information contained in this press release is such that LBi is obligated to
publish in accordance with the Securities Markets Act and the Financial
Instruments Trading Act. The information was submitted for publication on 19
July 2010 at 17:10 CET.
IMPORTANT NOTICE
The LBi shares have not been and will not be registered under the U.S.
Securities Act of 1933, as amended (the "Securities Act") or under any of the
relevant securities laws of any state or other jurisdiction of the United
States. Neither the U.S. Securities and Exchange Commission nor any U.S. state
securities commission has approved of the LBi shares or determined if this
document is accurate or complete. Any representation to the contrary is a
criminal offence in the United States. The LBi shares will be offered to holders
resident in the United States only pursuant to an exemption from the
registration requirements of the Securities Act. The LBi shares may not be
offered or sold in the United States except pursuant to an exemption from the
Securities Act or in a transaction not subject to the
registration requirements of the Securities Act.
This merger is made for the securities of a foreign company. The merger is
subject to disclosure requirements of a foreign country that are different from
those of the United States. Financial statements included in the document, if
any, have been prepared in accordance with foreign accounting standards that may
not be comparable to the financial statements of United States companies.
It may be difficult for you to enforce your rights and any claim you may have
arising under the federal securities laws, since the issuer is located in a
foreign country, and some or all of its officers and directors may be residents
of a foreign country. You may not be able to sue a foreign company or its
officers or directors in a foreign court for violations of the U.S. securities
laws. It may be difficult to compel a foreign company and its affiliates to
subject themselves to a U.S. court's judgment.
[HUG#1432568]
Delisting of LBI International AB shares on NASDAQ OMX Stockholm and NYSE Euronext Amsterdam with last trading day on 26 July 2010
| Source: LBI International AB