Nordstjernan announces the outcome of the mandatory public cash offer to the shareholders in Momentum Group
This press release may not, directly or indirectly, be distributed or published in or into any jurisdiction where the distribution or publication of this press release would be in conflict with any applicable laws or regulations. The Offer is not being made to (and acceptances will not be approved from or on behalf of) persons in Australia, Canada, China, Hong Kong, Japan, Mexico, New Zealand, Singapore, South Africa, Switzerland, Thailand or the United States or persons whose participation in the Offer would require any offer documents, filings or other measures in addition to those required under Swedish law.
On 5 November 2020, Nordstjernan Aktiebolag (“Nordstjernan”) announced a mandatory public offer to the shareholders of Momentum Group AB (publ) (“Momentum Group”) to sell all their shares in Momentum Group to Nordstjernan for SEK 120 in cash per share (the “Offer”).
Nordstjernan’s purpose with the Offer was to increase its shareholding and commitment in Momentum Group and contribute as a long-term main owner. Through the Offer, Nordstjernan made it possible for all shareholders in Momentum Group to decide whether they wished to remain as shareholders in the company or sell their shares – something that previously had been difficult due to the relatively low trading volumes in the share of series B of Momentum Group. The fact that Nordstjernan has fulfilled its mandatory public offer obligation means that Nordstjernan will be free to act in its role as main owner without restrictions related to mandatory public offer rules.
At the expiration of the acceptance period on 4 December 2020, the Offer had been accepted by shareholders of a total of 2,728 shares of series A and 1,327,140 shares of series B, corresponding to approximately 2.6 per cent of all shares and 2.2 per cent of all votes in Momentum Group. Neither Nordstjernan nor any party closely related to Nordstjernan has acquired any shares in Momentum Group outside the Offer during the acceptance period.
The completion of the Offer is not subject to any conditions. Nordstjernan has decided not to extend the acceptance period, and expects that payment of the consideration to shareholders in Momentum Group that have accepted the Offer will commence on or around 10 December 2020.
Nordstjernan’s shareholding in Momentum Group has increased from 495,848 shares of series A to 498,576 shares of series A and from 25,901,138 shares of series B to 27,228,278 shares of series B through the Offer. Following the Offer, Nordstjernan’s shareholding in Momentum Group represents approximately 54.5 per cent of all shares and approximately 53.3 per cent of all votes in Momentum Group.
Neither Nordstjernan nor any party closely related to Nordstjernan holds or controls any other financial instruments that give a financial exposure equivalent to a holding of shares in Momentum Group.
Nordstjernan has engaged Carnegie Investment Bank AB (publ) as financial adviser and Gernandt & Danielsson Advokatbyrå as legal adviser in connection with the Offer.
Nordstjernan submitted this press release for publication at 18:00 CET on 7 December 2020.
President and CEO
Questions will be answered by:
Peter Hofvenstam, CEO, Nordstjernan
More information on the Offer is available at www.momentum.nordstjernan.se.
Nordstjernan is a family-controlled investment company whose business concept is to be an active owner that creates long-term value growth. More information about Nordstjernan can be found on www.nordstjernan.se.
The Offer is not being made to (and acceptances will not be approved from or on behalf of) persons in Australia, Canada, China, Hong Kong, Japan, Mexico, New Zealand, Singapore, South Africa, Switzerland, Thailand or the United States or persons whose participation in the Offer requires that additional offer documents are prepared or registrations effected or that any other measures are taken in addition to those required under Swedish law (including Nasdaq Stockholm’s Takeover Rules), except where there is an applicable exemption.
This press release and any other documentation related to the Offer (including copies thereof) must not be mailed or otherwise distributed, forwarded or sent in or into any jurisdiction (including without limitation Australia, Canada, China, Hong Kong, Japan, Mexico, New Zealand, Singapore, South Africa, Switzerland, Thailand or the United States) in which the distribution of this press release or the Offer would require any additional measures to be taken or would be in conflict with any law or regulation in any such jurisdiction. Persons who receive this press release (including without limitation banks, brokers, dealers, nominees, trustees and custodians) and are subject to the laws or regulations of any such jurisdiction will need to inform themselves about, and observe, any applicable restrictions or requirements. Any failure to do so may constitute a violation of the securities laws or regulations of any such jurisdiction. To the extent permitted by applicable law, Nordstjernan disclaims any responsibility or liability for any violations of any such restrictions and Nordstjernan reserves the right to disregard any purported acceptance of the Offer resulting directly or indirectly from a violation of any of these restrictions.
Statements in this press release relating to any future status or circumstances, including statements regarding future performance, growth and other trend projections and other effects of the Offer, are forward-looking statements. These statements may generally, but not always, be identified by the use of words such as “anticipate”, “believe”, “expect”, “intend”, “plan”, “seek”, “will”, “would” or similar expressions. By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on circumstances that could 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 several factors, many of which are outside Nordstjernan’s control. Any forward-looking statements speak only as of the date on which the statements are made and Nordstjernan has no obligation (and undertakes no obligation) to update or revise any of them, whether as a result of new information, future events or otherwise except as required pursuant to applicable laws and regulations.
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.