Sampo Oyj Sampo Participates In The Recommended Mandatory Cash Offer On Nordax

02/08/18 01:30 AM EST
TIDMSAMPO 
 
 
   SAMPO PLC      STOCK EXCHANGE RELEASE       8 February 2018 at 8:15 am 
 
 
 
   PLEASE NOTE THAT THE INFORMATION REGARDING NDX INTRESSENTER'S PUBLIC 
TAKEOVER OFFER (THE "OFFER") SET OUT HEREIN IS PUBLISHED FOR INFORMATION 
PURPOSES ONLY AND IS NOT AN OFFER ANNOUNCEMENT. THE FORMAL OFFER 
ANNOUNCEMENT PUBLISHED BY NDX INTRESSENTER TODAY IS AVAILABLE AT 
WWW.NDXINTRESSENTER.COM. 
 
   Sampo participates in the recommended mandatory cash offer on Nordax 
 
   Sampo plc participates as a co-investor in the recommended mandatory 
cash offer announced today by Nordic Capital Fund VIII ("Nordic 
Capital") and Sampo through NDX Intressenter AB ("NDX Intressenter") to 
acquire all outstanding shares in Nordax Group AB (publ) ("Nordax"). 
Nordax is listed on Nasdaq Stockholm. 
 
   Nordic Capital and Sampo together own 30.04 per cent of the total number 
of shares and votes in Nordax. Sampo's stake in Nordax is 7.64 per cent. 
Nordic Capital and Sampo have agreed to contribute all of their Nordax 
shares to NDX Intressenter, valued at the offer price, subject to 
completion of the offer. 
 
   Nordic Capital and Sampo expect to hold 63.75 per cent and 36.25 per 
cent, respectively, of the shares and votes in NDX Intressenter 
following completion of the Offer. 
 
   NDX Intressenter offers a price of SEK 60 in cash for each share in 
Nordax, valuing all outstanding shares in Nordax to SEK 6,657 million. 
The offer price represents a premium of 15.4 per cent to the closing 
price of the Nordax share on 7 February 2018, amounting to SEK 52.00. 
The offer is conditional upon receipt of necessary regulatory approvals. 
 
 
   The Board of Directors in Nordax has unanimously recommended the offer 
for acceptance by the shareholders in Nordax. 
 
   The size of Sampo's investment would be EUR 245 million assuming that 
NDX Intressenter reaches full ownership in Nordax. 
 
   An offer document regarding the offer is expected to be published on or 
about 16 February 2018. The acceptance period for the offer is expected 
to commence on or about 19 February 2018 and end on or about 21 March 
2018. 
 
   THE OFFER REFERRED TO IN THIS STOCK EXCHANGE RELEASE IS NOT BEING MADE, 
WHETHER DIRECTLY OR INDIRECTLY, IN AUSTRALIA, HONG-KONG, JAPAN, CANADA, 
NEW ZEALAND, SOUTH AFRICA OR IN ANY OTHER JURISDICTION WHERE SUCH OFFER, 
ACCORDING TO LEGISLATION AND REGULATIONS IN SUCH JURISDICTION, WOULD BE 
PROHIBITED BY APPLICABLE LAW. THE OFFER IS NOT BEING MADE TO (NOR WILL 
TENDER OF SHARES BE ACCEPTED FROM) PERSONS IN THESE COUNTRIES OR PERSONS 
IN ANY OTHER JURISDICTIONS WHERE TENDER OF SHARES WOULD DEMAND FURTHER 
DOCUMENTATION, FILINGS OR OTHER MEASURES IN ADDITION TO THOSE REQUIRED 
PURSUANT TO SWEDISH LAW. 
 
 
 
   Important information to U.S. shareholders 
 
   The Offer will be made for the shares in Nordax, a Swedish limited 
liability company. The Offer will be made in the United States pursuant 
to an exemption from certain U.S. tender offer rules provided by Rule 
14d-1(d) under the U.S. Securities Exchange Act of 1934, as amended (the 
"U.S. Exchange Act"), in compliance with Section 14(e) of the U.S. 
Exchange Act and otherwise in accordance with the requirements of 
Swedish law. Accordingly, the Offer will be subject to disclosure and 
other procedural requirements, including with respect to withdrawal 
rights, the offer timetable, settlement procedures and timing of 
payments that are different from those applicable under U.S. domestic 
tender offer procedures and laws. 
 
   It may be difficult for U.S. shareholders to enforce their rights and 
any claim arising out of the U.S. federal securities laws, since NDX 
Intressenter and Nordax are located in a non-U.S. jurisdiction, and some 
or all of their officers and directors may be residents of a non-U.S. 
jurisdiction. U.S. shareholders may not be able to sue a non-U.S. 
company or its officers or directors in a non-U.S. court for violations 
of the U.S. securities laws. Further, it may be difficult to compel a 
non-U.S. company and its affiliates to subject themselves to a U.S. 
court's judgement. 
 
   The receipt of cash pursuant to the Offer by shareholders who are U.S. 
taxpayers may be a taxable transaction for U.S. federal income tax 
purposes and under applicable U.S. 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 Swedish practice and pursuant to Rule 14e-5(b) 
of the U.S. Exchange Act, NDX Intressenter and its affiliates or brokers 
(acting as agents for NDX Intressenter or its affiliates, as applicable) 
may from time to time, and other than pursuant to the Offer, directly or 
indirectly purchase, or arrange to purchase outside the United States, 
shares in Nordax that are the subject of the Offer or any securities 
that are convertible into, exchangeable for or exercisable for such 
shares 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. To 
the extent information about such purchases or arrangements to purchase 
is made public in Sweden, such information will be disclosed to U.S. 
shareholders in Nordax. In addition, the financial advisors to NDX 
Intressenter, may also engage in ordinary course trading activities in 
securities of Nordax, which may include purchases or arrangements to 
purchase such securities. 
 
 
 
   SAMPO PLC 
 
   Jarmo Salonen 
 
   Head of Investor Relations and Group Communications 
 
   tel. +358 10 516 0030 
 
   Mirko Hurmerinta 
 
   IR & Communications Specialist, Media Relations 
 
   tel. +358 10 516 0032 
 
   Distribution: 
 
   Nasdaq Helsinki 
 
   London stock exchange 
 
   The principal media 
 
   Financial Supervisory Authority 
 
   www.sampo.com 
 
   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: Sampo Oyj via Globenewswire 
 
 
  http://www.sampo.com 
 

(END) Dow Jones Newswires

February 08, 2018 01:30 ET (06:30 GMT)

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