On 17 June 2024, CVC1 and Waldakt2 (together the “Consortium“), acting through Ronneby UK Limited3 (the “Bidder“), announced a recommended public offer to the shareholders of Resurs Holding AB (publ) (“Resurs”) to tender all shares in Resurs to the Bidder at a price of SEK 23.50 in cash per share (the “Offer”). On 3 September 2024, the Bidder declared the Offer unconditional and announced that it would complete the Offer and acquire all shares in Resurs that have been tendered in the Offer. In addition, the Bidder extended the acceptance period for the Offer one last time until 4 October 2024.
The Offer is now closed. During this final extension of the acceptance period, the Offer was accepted by such extent that the Bidder will become the owner of more than 87 percent of the shares in Resurs.
Settlement for shares tendered in the Offer during the final extension of the acceptance period is expected to be initiated on or 15 October 2024.
We are pleased to have received the support of the majority of shareholders in Resurs, including the additional shareholders who tendered their shares in the last few weeks. Now that the acceptance period is closed we are looking forward to joining the Board and beginning the Company’s transformation journey.
Gustaf Martin-Löf, Partner, and Martin Iacoponi, Managing Director, CVC
Gustaf Martin-Löf, Partner, and Martin Iacoponi, Managing Director, CVC, comment:
“We are pleased to have received the support of the majority of shareholders in Resurs, including the additional shareholders who tendered their shares in the last few weeks. Now that the acceptance period is closed we are looking forward to joining the Board and beginning the Company’s transformation journey. We recognise this will be a multi-year transformation with significant investments required and impacting the Company’s financial results and cash flows, and are prepared and focused on supporting the management team on this journey.”
Shares tendered in the Offer
The shares tendered in the Offer at the end of the initial acceptance period (which ended on 30 August 2024) amounted to in aggregate 101,361,152 shares in Resurs, corresponding to approximately 51 percent of the share capital and votes in Resurs. Together with the 57,885,556 shares in Resurs already held and controlled by Waldakt, corresponding to approximately 29 percent of the share capital and votes in Resurs, that has been contributed to the Bidder, the Bidder’s shareholding in Resurs amounted to in aggregate 159,246,708 shares in Resurs, corresponding to approximately 80 percent of the share capital and votes in Resurs.
The shares tendered in the Offer during the extended acceptance period (which ended on 13 September 2024) amounted to in aggregate 5,569,196 shares in Resurs, corresponding to approximately 3 percent of the share capital and votes in Resurs. On 16 September 2024, the Bidder announced that the Bidder had acquired 6,192,276 shares in Resurs outside the Offer, corresponding to approximately 3 percent of the share capital and votes in Resurs, since the announcement of the outcome of the Offer on 3 September 2024.
The shares tendered in the Offer during the final extension of the acceptance period amount to in aggregate 1,292,909 shares in Resurs, corresponding to approximately 1 percent of the share capital and votes in Resurs. In addition, the Bidder has acquired an additional 2,287,329 shares in Resurs outside the Offer, corresponding to approximately 1 percent of the share capital and votes in Resurs, since the announcement of the final extension press release on 16 September 2024. No acquisitions have been made at a price exceeding the price in the Offer.
Accordingly, upon settlement for the shares that were tendered in the Offer during the final extended acceptance period that ended on 4 October 2024, the total number of shares in Resurs held by the Bidder will amount to 174,588,553 shares, corresponding to approximately 87 percent of the share capital and votes in Resurs.
Compulsory redemption and delisting
If the Bidder acquires shares representing more than 90 percent of the total number of shares in Resurs, the Bidder intends to commence compulsory redemption proceedings under the Swedish Companies Act (2005:551) (Sw. aktiebolagslagen (2005:551)) to acquire all remaining shares in Resurs and promote a delisting of Resurs’ shares from Nasdaq Stockholm.
Information about the Offer
Information about the Offer is made available at www.leading-specialty-finance.com.
For additional information, please contact:
Adam Makkonen, Ronneby UK Limited
+46 (0)703 166 375
ronneby@fogelpartners.se
Carsten Huwendiek, Managing Director – Global Head, Marketing & Communications, CVC
chuwendiek@cvc.com
Nick Board, Director of Communications, CVC
+44(0) 7827 804061
nboard@cvc.com
For administrative questions regarding the Offer, please contact your bank or the nominee registered as holder of your shares.
The information in this press release was submitted for publication by the Bidder in accordance with the Takeover Rules for Nasdaq Stockholm on 7 October 2024 at 07.30 (CEST).
1 “CVC” refers to CVC Advisers International S.à r.l. (acting through CVC Advisers International Svenska filial) and its affiliates from time to time, together with Clear Vision Capital Fund SICAV FIS S.A. and each of its subsidiaries from time to time. “CVC Funds” refers to funds or vehicles advised and/or managed by CVC.
2 “Waldakt” refers to Waldakt Aktiebolag, a Swedish private limited liability company with corporate registration number 556315-7253, domiciled in Gothenburg, Sweden.
3 “Ronneby UK Limited” refers to a newly formed English private limited company with company number 15750820, domiciled in London, United Kingdom. As per the date of this announcement, the Bidder is indirectly co-owned by the members of the Consortium.
Important information
This press release has been published in Swedish and English. In the event of any discrepancy in content between the two language versions, the Swedish version shall prevail.
The Offer is not being made, directly or indirectly, in or into Australia, Belarus, Canada, Hong Kong, Japan, New Zealand, Russia, Singapore or South Africa or in any other jurisdiction where such offer would be prohibited by applicable law pursuant to legislation, restrictions and regulations in the relevant jurisdiction, by use of mail or any other communication means or instrumentality (including, without limitation, facsimile transmission, electronic mail, telex, telephone and the Internet) of interstate or foreign commerce, or of any facility of national securities exchange or other trading venue, of Australia, Belarus, Canada, Hong Kong, Japan, New Zealand, Russia, Singapore or South Africa or in any other jurisdiction where such offer would be prohibited by applicable law pursuant to legislation, restrictions and regulations in the relevant jurisdiction, and the Offer cannot be accepted by any such use or by such means, instrumentality or facility of, in or from, Australia, Belarus, Canada, Hong Kong, Japan, New Zealand, Russia, Singapore or South Africa or in any other jurisdiction where such offer would be prohibited by applicable law pursuant to legislation, restrictions and regulations in the relevant jurisdiction. Accordingly, this press release or any documentation relating to the Offer are not being and should not be sent, mailed or otherwise distributed or forwarded in or into Australia, Belarus, Canada, Hong Kong, Japan, New Zealand, Russia, Singapore or South Africa or in any other jurisdiction where such offer would be prohibited by applicable law pursuant to legislation, restrictions and regulations in the relevant jurisdiction.
This press release is not being, and must not be, sent to shareholders with registered addresses in Australia, Belarus, Canada, Hong Kong, Japan, New Zealand, Russia, Singapore or South Africa. Banks, brokers, dealers and other nominees holding shares for persons in Australia, Belarus, Canada, Hong Kong, Japan, New Zealand, Russia, Singapore or South Africa must not forward this press release or any other document received in connection with the Offer to such persons.
The Offer, the information and documents contained in this press release are not being made and have not been approved by an “authorised person” for the purposes of section 21 of the UK Financial Services and Markets Act 2000 (the “FSMA”). The communication of the information and documents contained in this press release is exempt from the restriction on financial promotions under section 21 of the FSMA under article 62 (sale of a body corporate) of The Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended, on the basis that it is a communication by or on behalf of a body corporate which relates to a transaction to acquire shares in a body corporate and the object of the transaction may reasonably be regarded as being the acquisition of day to day control of the affairs of that body corporate.
Statements in this press release relating to future status or circumstances, including statements regarding future performance, growth and other trend projections and 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 and depend on circumstances that will occur in the future. There can be no assurance that actual results will not differ materially from those expressed or implied by these forward-looking statements due to many factors, many of which are outside the control of the Bidder and Resurs. Any such forward-looking statements speak only as of the date on which they are made and the Bidder 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 for in accordance with applicable laws and regulations.
Carnegie is acting for the Bidder and no one else in connection with the Offer and will not be responsible to anyone other than the Bidder for providing the protections afforded to clients of Carnegie, or for giving advice in connection with the Offer or any matter referred to herein.
Special notice to shareholders in the United States
The Offer described in this press release is made for the issued and outstanding shares of Resurs, a company incorporated under Swedish law, and is subject to Swedish disclosure and procedural requirements, which are different from those of the United States. The shares of Resurs are not listed on a U.S. securities exchange. Resurs is not subject to periodic reporting requirements of the U.S. Securities Exchange Act of 1934, as amended (the “U.S. Exchange Act”) and is not required to file any reports with the U.S. Securities and Exchange Commission (the “SEC”). The Offer is made in the United States pursuant to Section 14(3) of the U.S. Exchange Act and Regulation 14E thereunder, subject to exemptions provided by Rule 14d-1(c) under the U.S. Exchange Act for a Tier 1 tender offer (“Tier I Exemption”), and otherwise in compliance with the disclosure and procedural requirements of Swedish law, including with respect to withdrawal rights, the Offer timetable, notices of extensions, announcements of results, settlement procedures (including as regards to the time when payment of the consideration is rendered) and waivers of conditions, which are different from legal requirements or customary practices in relation to U.S. domestic tender offers. The offeror’s ability to waive the conditions to the Offer (both during and after the end of the acceptance period) and the shareholders’ ability to withdraw their acceptances, are not the same under a tender offer governed by Swedish law as under a tender offer governed by U.S. law. Holders of the shares in Resurs domiciled in the United States (the “U.S. Holders”) are encouraged to consult with their own advisors regarding the Offer.
Resurs’ financial statements and all financial information included herein, or any other documents relating to the Offer, have been or will be prepared in accordance with IFRS and may not be comparable to the financial statements or financial information of companies in the United States or other companies whose financial statements are prepared in accordance with U.S. generally accepted accounting principles. The Offer is made to the U.S. Holders on the same terms and conditions as those made to all other shareholders of Resurs to whom an offer is made. Any information documents, including the offer document, are being disseminated to U.S. Holders on a basis comparable to the method pursuant to which such documents are provided to Resurs’ other shareholders.
The Offer, which is subject to Swedish law, is being made to the U.S. Holders in accordance with the applicable U.S. securities laws, and applicable exemptions thereunder, in particular the Tier I Exemption. To the extent the Offer is subject to U.S. securities laws, those laws only apply to U.S. Holders and thus will not give rise to claims on the part of any other person. The U.S. Holders should consider that the price for the Offer is being paid in SEK and that no adjustment will be made based on any changes in the exchange rate.
It may be difficult for Resurs’ shareholders to enforce their rights and any claims they may have arising under the U.S. federal or U.S state securities laws in connection with the Offer, since Resurs and the Bidder are located in countries other than the United States, and some or all of their officers and directors may be residents of countries other than the United States. Resurs’ shareholders may not be able to sue Resurs or the Bidder or their respective officers or directors in a non-U.S. court for violations of U.S. securities laws. Further, it may be difficult to compel Resurs or the Bidder and/or their respective affiliates to subject themselves to the jurisdiction or judgment of a U.S. court.
To the extent permissible under applicable law and regulations, the Bidder and its affiliates or its brokers and its brokers’ affiliates (acting as agents for the Bidder or its affiliates, as applicable) may from time to time and during the pendency of the Offer, and other than pursuant to the Offer, directly or indirectly purchase or arrange to purchase shares of Resurs outside the United States, or any securities that are convertible into, exchangeable for or exercisable for such shares. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices, and information about such purchases will be disclosed by means of a press release or other means reasonably calculated to inform U.S. Holders of such information. In addition, the financial advisors to the Bidder may also engage in ordinary course trading activities in securities of Resurs, which may include purchases or arrangements to purchase such securities as long as such purchases or arrangements are in compliance with the applicable law. Any information about such purchases will be announced in Swedish and in a non-binding English translation available to the U.S. Holders through relevant electronic media if, and to the extent, such announcement is required under applicable Swedish or U.S. law, rules or regulations.
The receipt of cash pursuant to the Offer by a U.S. Holder 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 an independent professional adviser regarding the tax consequences of accepting the Offer. Neither the Bidder nor any of its affiliates and their respective directors, officers, employees or agents or any other person acting on their behalf in connection with the Offer shall be responsible for any tax effects or liabilities resulting from acceptance of this Offer.
NEITHER THE SEC NOR ANY U.S. STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED THE OFFER, PASSED ANY COMMENTS UPON THE MERITS OR FAIRNESS OF THE OFFER, PASSED ANY COMMENT UPON THE ADEQUACY OR COMPLETENESS OF THIS PRESS RELEASE OR PASSED ANY COMMENT ON WHETHER THE CONTENT IN THIS PRESS RELEASE IS CORRECT OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE IN THE UNITED STATES.
