Weifa ASA: Karo Pharma commences voluntary cash offer to acquire the entire issued share capital of Weifa
(Thomson Reuters ONE) -
Weifa ASA ("Weifa"; OSE: WEIFA) today announced that Karo Pharma AB (publ)
("Karo Pharma"), has commenced the voluntary cash offer (the "Offer") to acquire
the entire issued share capital of Weifa for NOK 35 per share.
The Offer values the total share capital of Weifa at approximately NOK 1.28
billion on a fully diluted basis. The Offer price represents a 10% premium to
Weifa's closing share price on 23 August 2017 and a 25% and 37% premium to the
three-month and twelve-month volume weighted average stock price on 23 August
2017, the last trading day prior to the announcement of the Offer, respectively.
The Board of Directors of Weifa has unanimously decided to recommend that its
shareholders accept the Offer. The recommendation by the Board of Directors of
Weifa is included in the Offer document. This recommendation is not the formal
statement about the Offer in accordance with section 6-16 c.f. 6-19 of the
Norwegian Securities Trading Act. SpareBank 1 Markets AS has provided an
independent statement regarding the Offer in accordance with section 6-16 c.f.
6-19 of the Norwegian Securities Trading Act which is also included in the Offer
document.
The Offer period starts on 11 September 2017 and expires at 16.30 CEST on 26
September 2017, subject to any extension. Karo Pharma has obtained pre-
acceptances for approximately 43.45% of the shares in Weifa (the pre-acceptance
rate has since the initial announcement been reduced from 45.35% to 43.45%
mainly as a result of reduced pre-acceptance rate from one shareholder due to
applicable restrictions).
The completion of the Offer remains subject to satisfaction or waiver of the
closing conditions, including a minimum acceptance of at least 90% of the shares
on a fully diluted basis as further described in the Offer document. Subject to
satisfaction or waiver of the closing conditions, Karo Pharma expects to close
the transaction during September or October 2017.
The Offer document, containing the complete terms and conditions of the Offer,
was published today by Karo Pharma. Subject to restrictions under applicable
securities laws, the Offer document will be distributed to all
shareholders listed in Weifa's share register and will also be available at
www.dnb.no/emisjoner and via www.Weifa.com.
DNB Markets is engaged as Financial Advisor and Receiving Agent in connection
with the voluntary offer on Weifa.
Important Information about the Offer
The Offer described in this press release has commenced. This press release is
neither an offer to purchase nor a solicitation of an offer to sell shares. The
Offer to purchase all the shares of Weifa is contained in the Offer document
filed by Karo Pharma with Oslo Stock Exchange (OSE) and approved by the
OSE. The complete Offer document will, subject to restrictions under
applicable securities laws, be distributed free of charge to all Weifa
shareholders registered in Weifa's share register in Verdipapirsentralen (the
Norwegian Central Securities Depository), and is available at
www.dnb.no/emisjoner.
For further information, please contact:
Simen Nyberg-Hansen, CFO of Weifa: +47 9820 6355, simen.nyberg-hansen(at)weifa.no
About Weifa:
Weifa is a Norwegian public limited company whose address is: Østensjøveien
27, 0661 OSLO, Norway. The company has its head office in Oslo and is listed on
the Oslo Stock Exchange. For further information visit: www.weifa.no.
Forward-looking Statements
This news release contains certain forward-looking statements that are based on
uncertainty, as they relate to events and depend on circumstances that will
occur in the future and which, by their nature, may have an impact on results of
operations and the financial condition of Karo Pharma and/or Weifa. Such
forward-looking statements reflect our current expectations and are based on the
information currently available. Neither Karo Pharma nor Weifa can give any
assurance as to whether such forward looking statements will prove to be
correct. These forward looking statements include statements regarding the
Offer, including the terms and conditions of the Offer and expected timing.
There are a number of factors that could cause actual results and developments
to differ materially from those expressed or implied by these forward-looking
statements. These factors include, among other things, satisfactions of
conditions to the Offer and investor participation in the Offer.
Important Notice:
THE OFFER WILL NOT BE MADE IN ANY JURISDICTION IN WHICH MAKING OF THE OFFER
WOULD NOT BE IN COMPLICANE WITH THE LAWS OF SUCH JURISDICITON. THIS ANNOUNCEMENT
DOES NOT IN ITSELF CONSTITUTE AN OFFER. THE OFFER IS ONLY MADE ON THE BASIS OF
THE OFFER DOCUMENT AND CAN ONLY BE ACCEPTED PURSUANT TO THE TERMS OF SUCH
DOCUMENT.
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: Weifa ASA via GlobeNewswire
Unternehmensinformation / Kurzprofil:
Datum: 11.09.2017 - 15:30 Uhr
Sprache: Deutsch
News-ID 559429
Anzahl Zeichen: 5991
contact information:
Town:
Oslo
Kategorie:
Business News
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