Nets A/S: Publication of offer document and statement by the Board of Directors
| Company announcement |
Publication of offer document and statement by the Board of Directors
With reference to Nets A/S' company announcement dated 25 September 2017 (no. 26/2017) regarding the voluntary recommended public takeover offer for Nets A/S, Evergood 5 AS has today published the enclosed offer document as well as the offer advertisement and acceptance form (appended to the offer document) in accordance with Section 4(2) of the Danish Financial Supervisory Authority's executive order No. 562, dated 2 June 2014 on takeover offers (the "Takeover Order").
The Board of Directors of Nets A/S has prepared the enclosed statement regarding the offer in accordance with Section 23 of the Takeover Order. As described in this statement, the Board of Directors has decided to recommend the shareholders of Nets A/S to accept the offer.
Inge Hansen, Chairman of Nets said: "The board believes that the cash offer of DKK 165 per share is attractive to Nets' shareholders. The offeror has already received acceptances from shareholders holding in aggregate 46% of the shares and a letter of support from a shareholder who owns 3.3% of the shares. The offer price represents an attractive value when compared to the strategic alternatives available to Nets, and the board recommends that shareholders accept the offer."
The offer document (including the offer advertisement and the acceptance form), and the statement by the Board of Directors are enclosed to this announcement in both English and Danish. The offer advertisement, acceptance form and the statement by the Board of Directors will furthermore be sent via mail to all registered shareholders of Nets A/S and will, together with the actual offer document, be made available on the offeror's webpage: http://www.hf-n.dk/. Finally, this announcement including attachments are available on Nets website, investor.nets.eu.
On behalf of the Board of Directors of Nets A/S,
| Inge K. Hansen |
For further information, please contact:
For media enquiries:
Pia Stoklund, Head of Communications at +45 29 48 26 46 or firstname.lastname@example.org
For investor enquiries:
Lars Oestmoe, Head of M&A and IR at +47 91 34 71 77 or email@example.com
Information on Nets
Nets is a leading provider of digital payment services and related technology solutions across the Nordic region. Nets sits at the centre of the digital payments ecosystem and operates a deeply entrenched network, which connects merchants, corporate customers, financial institutions and consumers enabling them to make and receive payments as well as, increasingly, utilise value-added services to help them improve their respective activities.
This announcement is not directed at shareholders of Nets A/S whose participation in the conditional public takeover offer described above (the "Offer") would require the issuance of an offer document, registration or other activities other than what is required under Danish law. No action has been (or will be) taken other than in Denmark to permit a public offer in any jurisdiction where action would be required for that purpose. The Offer and this announcement are not and will not be made, directly or indirectly, to shareholders resident in any jurisdiction in which the submission of the Offer and or this announcement or acceptance thereof would contravene the law of such jurisdiction. Accordingly, neither this announcement nor any other material regarding the Offer may be distributed in any jurisdiction outside Denmark if such distribution would require any registration, qualification or other requirement in respect of any offer to purchase or sell securities or distribute documents or advertisements in respect thereof. Any person acquiring possession of this announcement or any other document referring to the Offer is expected and assumed to obtain on his or her own accord any necessary information on any applicable restrictions and to comply with such restrictions.
This announcement does not constitute an offer or invitation to purchase any securities in Nets A/S or a solicitation of an offer to buy any securities, pursuant to the Offer or otherwise. The Offer is made solely by means of the Offer Document approved by the Danish Financial Supervisory Authority, which contains the full terms and conditions of the Offer, including details of how the Offer may be accepted. Shareholders in Nets A/S are advised to read the Offer Document and the related documents as they contain important information.
The Offer will be subject to disclosure requirements under Danish law, which are different from those of the United States. The Offer is made in the United States pursuant to an exemption from certain US tender offer rules provided by Rule 14d-1(d) under the US Securities Exchange Act of 1934, as amended (the "Exchange Act") and in compliance with Section 14(e) of the Exchange Act. The Offer is subject to Danish procedural requirements, including with respect to withdrawal rights, offer timetable, settlement procedures and timing of payments that are different from those applicable under US domestic tender offer procedures and law.
It may be difficult for shareholders to enforce their rights and any claim arising out of the US federal securities laws, since the Offeror and Nets A/S are located in a non-US jurisdiction, and some or all of their officers and directors may be residents of a non-US jurisdiction. Shareholders may not be able to sue a non-US company or its officers or directors in a non-US court for violations of the US securities laws. Further, it may be difficult to compel a non-US company and its affiliates to subject themselves to a US court's judgement.
The receipt of cash pursuant to the Offer by shareholders who are US taxpayers may be a taxable transaction for US federal income tax purposes and under applicable US 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 Danish practice and pursuant to Rule 14e-5(b) of the Exchange Act, the Offeror or its nominees, or its brokers (acting as agents or in a similar capacity), may from time to time make certain purchases of, or arrangements to purchase, Nets A/S shares outside the United States, other than pursuant to the Offer, 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. Any information about such purchases will be announced through Nasdaq Copenhagen A/S and relevant electronic media if, and to the extent, such announcement is required under applicable Danish law, rules or regulations.
Tilbudsdokument inklusive tilbudsannonce og acceptblanket DK
Redegørelse fra Bestyrelsen DK
Offer Document including offer advertisement and acceptance form UK
Statement by the Board of Directors UK
Bestyrelsesredegørelse 23. oktober 2017 - Nets
Oct 23, 2017
Nets - Tilbudsdokument dateret den 23. oktober 2017
Oct 23, 2017
Nets - Offer Document dated 23 October 2017
Oct 23, 2017