Company announcement 9/2023 - NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR TO ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION. THIS ANNOUNCEMENT IS NOT A PROSPECTUS.
Herning,
Today, the offer period of the Public Tender Offer commences and as of today an offer document (the “Offer Document”), which sets out the terms and conditions of the Public Tender Offer, and an acceptance form is available on Re-Match’s website.
The Public Tender Offer comprises an offer to certain shareholders to either (i) sell their shares in
With reference to company announcement 1/2023, published on
Summary of main terms and conditions from the Offer Document
- The Public Tender Offer is directed to the shareholders of
Re-Match (i) who have not irrevocably undertaken to sell their shares inRe-Match to the Offeror or exchange their shares inRe-Match to shares in the Offeror and (ii) who are not residing in any jurisdiction in which the making or acceptance of the Public Tender Offer would not be in compliance with the securities or other laws or regulations of such jurisdiction or would require any registration, approval or filing with any regulatory authority not expressly contemplated by this Offer Document. -
The Offeror is offering shareholders of
Re-Match either (i)DKK 7 in cash for each share inRe-Match (the “Offer Price ”) (“Cash Consideration”), or (ii) one (1) newly issued share in the Offeror in exchange for one (1) share inRe-Match corresponding to an exchange ratio of 1:1 (the “Share Consideration”). -
Shareholders may only accept the Public Tender Offer for the entirety of their holding of shares and must elect to receive either Cash Consideration or Share Consideration for all of the shares they hold (and thus not a combination of the two options).
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By accepting Share Consideration, such accepting shareholder automatically agrees to accede as party to a minority shareholders’ agreement concerning the minority shareholdings in the Offeror, entered into with the majority shareholders, including NAP, Verdane,
MLI Portfolio Holding ApS andDACH Invest ApS . The minority shareholders’ agreement together with the articles of association of the Offeror are attached to the Offer Document. The shares of the Offeror will not be admitted to trading on any market place and will not be freely transferable. -
Prior to publication of the Offer Document, the Offeror has received irrevocable undertakings from shareholders representing around 73 per cent of the shares in
Re-Match as at the date hereof (the “Irrevocable Undertakings”). Following settlement of the Irrevocable Undertakings, the Offeror expects to hold around 90 per cent ofRe-Match's share capital (assuming all transactions contemplated by the Irrevocable Undertakings settle in accordance with their terms and conditions). Pursuant to the Irrevocable Undertakings such shareholders have irrevocably undertaken to sell and/or exchange their shares inRe-Match to the Offeror on similar terms as comprised by the Public Tender Offer, subject to the Offeror announcing the results of the Public Tender Offer and confirming that completion of the Public Tender Offer will occur. - Completion of the Public Tender Offer is subject to certain conditions including the Offeror having obtained all necessary regulatory approvals.
As soon as possible following completion of the Public Tender Offer and provided that the Offeror holds the requisite number of shares in
Timetable of the Public Tender Offer
28 March 2023 at08:30 a.m. (CEST) : Publication of the Offer Document and commencement of a five (5) week offer period (the “Offer Period”).28 March 2023 or as soon as possible thereafter: Submission of a simplified merger notification to theDanish Competition and Consumer Authority by the Offeror.2 May 2023 at5.00 p.m. (CEST) : Expected expiration of the Offer Period (subject to any extension of the Offer Period).4 May 2023 : Expected announcement of the results of the Public Tender Offer.9 May 2023 : Expected day of settlement of the transactions contemplated by the Irrevocable Undertakings (based on the expected expiry of the Offer Period on2 May 2023 at5:00 p.m. (CEST) )10 May 2023 : Expected day of settlement of the Public Tender Offer (based on the expected expiry of the Offer Period on2 May 2023 at5:00 p.m. (CEST) )-
Following completion of the Public Tender Offer: Request for voluntary removal of Re-Match’s shares from trading on Nasdaq First North Premier Growth Market and compulsory acquisition of remaining shareholders of
Re-Match .
Acceptance of the Public Tender Offer
Shareholders wishing to accept the Public Tender Offer are asked to use the acceptance form included in the Offer Document and available on Re-Match’s website.
The shareholders must submit a properly completed and duly executed acceptance form to the account holding institution that manages their
The acceptance of the Public Tender Offer must be notified to the shareholder's own account holding institution in due time to allow the account holding institution to process and communicate the acceptance to the settlement agent, which must have received such acceptance prior to the expiry of the Offer Period on
Shareholders of
As set out in the Offer Document, the Offeror may extend the Offer Period on one or several occasions. If the Offer Period is extended, the timetable will be updated accordingly. Any decision by the Offeror to extend the Offer Period will be announced by the Offeror through
For further information (also on behalf of NAP and Verdane), please contact:
Spokesperson:
Contact coordinated by Martin Plambek, CMO
Mobile: +45 52 11 11 25
Email: mp@re-match.com
About
More info: www.re-match.com
About Project Astro Bidco A/S
Project Astro Bidco A/S is a public Danish public limited liability company established under the laws of
About
More info: www.napartners.dk
About Verdane
Verdane is a specialist growth investment firm that partners with tech-enabled and sustainable European businesses to help them reach the next stage of international growth. Verdane can invest as a minority or majority investor, either in single companies or through portfolios of companies. Verdane funds hold over €4.5 billion in total commitments and have made over 140 investments in fast-growing businesses since 2003. Verdane’s team of over 130 investment professionals and operating experts, based out of
More info: www.verdane.com
Certified Advisor:
Email: dsd@beierholm.oaklins.com
Beierholm Corporate Finance P/S
Østergade 26B
1100
Important notice
The Public Tender Offer is not subject to the relevant rules in Chapter 8 of the Danish Capital Markets Act and Danish Takeover Order as the shares of
This announcement is not a public takeover offer within the meaning of the Danish Capital Markets Act or within the meaning of the Danish Takeover Order (Executive Order no. 636 dated 15 May 2020).
This announcement is not for release, publication or distribution, directly or indirectly (in whole or in part) in or into any jurisdiction where to do so would constitute a violation of the relevant laws or regulations of such jurisdiction or where such action would require prospectuses, filings or other measures. This announcement is for informational purposes only and does not constitute an offer document, an exemption document or a prospectus and as such, does not constitute or form part of and should not be construed as, an offer to sell, or the solicitation or invitation of any offer to buy, acquire or subscribe for, any securities or any other financial instruments in
THE PUBLIC TENDER OFFER IS NOT BEING MADE, AND SHARES OF RE-MATCH WILL NOT BE ACCEPTED FOR PURCHASE FROM OR ON BEHALF OF PERSONS, IN ANY JURISDICTION IN WHICH THE MAKING OR ACCEPTANCE THEREOF WOULD NOT BE IN COMPLIANCE WITH THE SECURITIES OR OTHER LAWS OR REGULATIONS OF SUCH JURISDICTION OR WOULD REQUIRE ANY REGISTRATION, APPROVAL OR FILING WITH ANY REGULATORY AUTHORITY NOT EXPRESSLY CONTEMPLATED BY THE OFFER DOCUMENT. PERSONS OBTAINING THE OFFER DOCUMENT AND/OR INTO WHOSE POSSESSION THE OFFER DOCUMENT COMES ARE REQUIRED TO TAKE DUE NOTE AND OBSERVE ALL SUCH RESTRICTIONS AND OBTAIN ANY NECESSARY AUTHORISATIONS, APPROVALS OR CONSENTS.
The Offer Document does not constitute a prospectus or offering circular and no prospectus or offering circular will be published in connection with the Public Tender Offer. The Public Tender Offer is carried out without an obligation by the Offeror to publish a prospectus under Regulation (EU) 2017/1129 of the
Forward-looking statements
This announcement includes forward-looking statements. These forward-looking statements are subject to a number of risks and uncertainties, many of which are beyond
Transaction conditions
Completion of the Public Tender Offer is subject to the satisfaction of a number of conditions as described in the Offer Document. Consequently, there can be no certainty that completion of the Public Tender Offer will be forthcoming.
Contacts
- Martin Plambek, CMO, +4552111125, mp@re-match.com
Attachments
- Download announcement as PDF.pdf
© Ritzau Denmark, source