MedCap AB (publ) announces the final outcome in its recommended cash offer to the shareholders of AdderaCare
THIS ANNOUNCEMENT IS NOT AN OFFER, WHETHER DIRECTLY OR INDIRECTLY, IN AUSTRALIA, HONG KONG, JAPAN, CANADA, NEW ZEALAND, SCHWEIZ, SOUTH AFRICA OR THE UNITED STATES (THE ”RESTRICTED JURISDICTIONS”), OR IN ANY OTHER JURISDICTION WHERE SUCH OFFER PURSUANT TO LEGISLATION AND REGULATIONS IN SUCH RELEVANT JURISDICTION WOULD BE PROHIBITED BY APPLICABLE LAW. SHAREHOLDERS NOT RESIDENT IN SWEDEN WHO WISH TO ACCEPT THE OFFER (AS DEFINED BELOW) MUST MAKE INQUIRIES CONCERNING APPLICABLE LEGISLATION AND POSSIBLE TAX CONSEQUENCES. SHAREHOLDERS SHOULD REFER TO THE OFFER RESTRICTIONS INCLUDED IN THE SECTION TITLED "IMPORTANT INFORMATION" AT THE END OF THIS ANNOUNCEMENT AND IN THE OFFER DOCUMENT.
On 17 November 2022, MedCap AB (publ) (“MedCap AB”), announced a recommended public offer to shareholders of AdderaCare AB (publ) (“AdderaCare”) to tender all shares in AdderaCare at a price of SEK 3.60 in cash per share (the “Offer”). The Offer is implemented through Abilia Sverige Holding AB, Reg.No 556682-1251 (“Abilia”), a subsidiary of MedCap AB (MedCap AB and Abilia are collectively referred to as “MedCap”). On 23 December 2022, MedCap AB announced that the Offer preliminary has been accepted to the extent that MedCap holds more than 90 percent of the shares in AdderaCare, and that MedCap therefor completes the Offer and extends the acceptance period to 9 January 2023. At the end of the extended acceptance period, the Offer has been accepted by shareholders to the extent that MedCap holds approximately 97.16 percent of the total number of shares and votes in AdderaCare. MedCap will not extend the acceptance period any further and the Offer is now closed.
Final outcome of the Offer
During the acceptance period which expired on 23 December 2022, the Offer had been accepted by shareholders representing 31,885,385 shares in AdderaCare, corresponding to approximately 94.57 percent of the total numbers of shares and votes in AdderaCare. During the extended acceptance period which expired on 9 January 2023, the Offer has been accepted by shareholders representing 873,958 additional shares in AdderaCare, corresponding to approximately 2.59 percent of the total numbers of shares and votes in AdderaCare.
Prior to the announcement of the Offer, MedCap did not own any shares in AdderaCare. At the end of the Offer, MedCap holds 32,759,343 shares in AdderaCare, corresponding to approximately 97.16 percent of the total numbers of shares and votes in AdderaCare. Settlement for shares tendered in the Offer during the extended acceptance period is expected to commence around 16 January 2023.
MedCap has not acquired any shares in AdderaCare outside the Offer. MedCap does not hold any other financial instruments that provide a financial exposure to AdderaCare’s shares.
Compulsory redemption and delisting
On 3 January 2023, MedCap initiated compulsory redemption of the remaining shares in AdderaCare. The Board of Directors of AdderaCare has applied for delisting of AdderaCare’s shares from Nasdaq Stockholm and the last day of trading is 20 January 2023.
KANTER Advokatbyrå KB is legal advisor to MedCap in connection with the Offer.
Information regarding the Offer
Information about the Offer is available at: www.medcap.se
For inquiries, please contact:
Anders Dahlberg, CEO, MedCap AB
Tel: +46 704 269 262, e-mail: email@example.com
For administrative questions regarding the Offer, please contact primarily your bank or nominee where you have your shares registered.
The information in this press release has been published by MedCap, through the agency of the contact person, in accordance with the Takeover Rules. This press release was submitted for publication on 10 January 2023 at 14.30 (CET).
THIS PRESS RELEASE HAS BEEN PUBLISHED IN SWEDISH AND ENGLISH. IN THE EVENT OF ANY DISCREPANCY BETWEEN THE LANGUAGE VERSIONS, THE SWEDISH VERSION SHALL PREVAIL.
THE OFFER IS NOT MADE, EITHER DIRECTLY OR INDIRECTLY, IN THE RESTRICTED JURISDICTIONS OR IN ANY OTHER JURISDICTION WHERE SUCH OFFER WOULD BE PROHIBITED UNDER APPLICABLE LAW, BY MAIL OR OTHER MEANS OF COMMUNICATION (INCLUDING, BUT NOT LIMITED TO, TELEFAX, E-MAIL, TELEX, TELEPHONE AND INTERNET) USED IN DOMESTIC OR INTERNATIONAL COMMERCE OR AT ANY NATIONAL EXCHANGE OR TRADING FACILITY IN THE RESTRICTED JURISDICTIONS, AND THE OFFER CANNOT BE ACCEPTED IN ANY SUCH MANNER OR BY ANY SUCH MEANS OF COMMUNICATION IN OR FROM THE RESTRICTED JURISDICTIONS. THEREFORE, NEITHER THIS PRESS RELEASE NOR OTHER DOCUMENTATION RELATING TO THE OFFER WILL BE, AND SHALL NOT, BE SENT, POSTED OR OTHERWISE DISSEMINATED OR FORWARDED IN OR TO THE RESTRICTED JURISDICTIONS.
THIS PRESS RELEASE IS NOT, AND MAY NOT BE, SENT TO SHAREHOLDERS WITH REGISTERED ADDRESSES IN THE RESTRICTED JURISDICTIONS. BANKS, BROKERS, TRADERS AND OTHER NOMINEES HOLDING SHARES FOR PERSONS IN THE RESTRICTED JURISDICTION MAY NOT FORWARD THIS PRESS RELEASE, OR ANY OTHER DOCUMENT RECEIVED IN CONNECTION WITH THE OFFER, TO SUCH PERSONS. “UNITED STATES” IN THIS SECTION MEANS THE UNITED STATES OF AMERICA (ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES, AND THE DISTRICT OF COLUMBIA).
THE OFFER AND THE INFORMATION, AND DOCUMENTATION MADE AVAILABLE THROUGH THIS PRESS RELEASE HAVE NOT BEEN PREPARED BY, AND NOT APPROVED BY, AN "AUTHORIZED PERSON" AS REFERRED TO IN SECTION 21 OF THE UK FINANCIAL SERVICES AND MARKETS ACT 2000 ("FSMA"). ACCORDINGLY, THE INFORMATION AND DOCUMENTS MADE AVAILABLE THROUGH THIS PRESS RELEASE MAY NOT BE DISTRIBUTED TO, OR FORWARDED TO, THE PUBLIC IN THE UK. DISSEMINATION OF INFORMATION AND DOCUMENTS MADE AVAILABLE THROUGH THIS PRESS RELEASE IS EXEMPT FROM THE RESTRICTIONS ON FINANCIAL MARKETING IN ARTICLE 21 OF THE FSMA ON THE BASIS THAT IT IS A COMMUNICATION BY OR ON BEHALF OF A LEGAL PERSON RELATING TO A TRANSACTION FOR THE ACQUISITION OF THE DAY-TO-DAY CONTROL OF THE BUSINESS OF THE LEGAL ENTITY, OR TO ACQUIRE 50 PER CENT OR MORE OF THE VOTING SHARES IN A LEGAL ENTITY, IN ACCORDANCE WITH ARTICLE 62 OF THE FSMA (FINANCIAL PROMOTION) ORDER 2005.
STATEMENTS IN THIS PRESS RELEASE RELATING TO FUTURE CONDITIONS OR CIRCUMSTANCES, INCLUDING INFORMATION REGARDING FUTURE PERFORMANCE, GROWTH AND OTHER TREND PROJECTIONS AND THE OTHER BENEFITS OF THE OFFER, ARE FORWARD-LOOKING STATEMENTS. THESE STATEMENTS MAY GENERALLY, BUT NOT ALWAYS, BE IDENTIFIED BY THE USE OF WORDS SUCH AS “ANTICIPATES”, “INTENDS”, “EXPECTS”, “BELIEVES” OR SIMILAR EXPRESSIONS. BY THEIR NATURE, FORWARD-LOOKING STATEMENTS INVOLVE RISK AND UNCERTAINTY BECAUSE THEY RELATE TO EVENTS THAT ARE DEPENDENT ON CIRCUMSTANCES THAT OCCUR IN THE FUTURE. DUE TO A NUMBER OF FACTORS, WHICH TO A LARGE EXTENT ARE BEYOND THE CONTROL OF MEDCAP, IT CANNOT BE GUARANTEED THAT FUTURE CONDITIONS WILL NOT DIFFER MATERIALLY FROM THOSE EXPRESSED OR IMPLIED BY THE FORWARD-LOOKING STATEMENTS. ANY SUCH FORWARD-LOOKING STATEMENT SPEAK ONLY AS OF THE DATE ON WHICH THEY ARE ANNOUNCED AND MEDCAP HAS NO OBLIGATION (AND UNDERTAKES NO SUCH OBLIGATION) TO UPDATE OR REVISE ANY OF THEM, WHETHER AS A RESULT OF NEW INFORMATION, FUTURE EVENTS OR OTHERWISE, EXCEPT IN ACCORDANCE WITH APPLICABLE LAWS AND REGULATIONS.