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CVC Capital Partners: Quimper Declares the Offer for Ahlsell Unconditional and Will Acquire all Tendered Shares

Vlad Poptamas

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This announcement is not an offer, whether directly or indirectly, in AustraliaCanadaHong KongJapanNew Zealand or South Africa or in any other jurisdictions where such offer pursuant to legislation and regulations in such relevant jurisdictions would be prohibited by applicable law. Shareholders not resident in Sweden who wish to accept the Offer (as defined below) must make inquiries concerning applicable legislation and possible tax consequences. Shareholders should refer to the offer restrictions included in the section titled “Important notice” at the end of this announcement and in the offer document published on Quimper’s website, www.quimperbidco.com. Shareholders in the United States should also refer to the section titled “Special notice to shareholders in the United States” at the end of this press release.

On 11 December 2018, Quimper AB (a company that has been or will be indirectly invested in by CVC Funds) (“Quimper”)[1], announced a public cash offer to the shareholders in Ahlsell AB (publ) (“Ahlsell” or the “Company”) to tender all their shares in Ahlsell to Quimper (the “Offer”). The offer document regarding the Offer was made public on19 December 2018.

The shares tendered in the Offer at the end of the initial acceptance period on 11 February 2019, together with the shares already held or otherwise controlled by Quimper, and closely related parties, amount to in aggregate 403,296,725 shares in Ahlsell, corresponding to approximately 93.9 percent[2] of the share capital and the voting rights in Ahlsell.

Quimper hereby announces that all conditions for completion of the Offer have been fulfilled. Accordingly, the Offer is declared unconditional in all respects and Quimper will complete the acquisition of the shares tendered in the Offer. Settlement for shares tendered in the Offer during the initial acceptance period will take place in accordance with previously communicated plan, i.e. around 19 February 2019.

To provide the remaining shareholders of Ahlsell who have not tendered their shares time to accept the Offer, the acceptance period will be open beyond the end of the initial acceptance period, until 27 February 2019 at 15.00 (CET). Settlement for shares tendered in the Offer during the additional acceptance period is expected to start around 5 March 2019. Quimper reserves the right to further extend the acceptance period for the Offer.

Prior to announcement of the Offer, Quimper, and closely related parties, held in aggregate 109,578,323 shares in Ahlsell, corresponding to approximately 25.1 percent[3] of the share capital and the voting rights in Ahlsell. At the end of the initial acceptance period on 11 February 2019, the Offer had been accepted by shareholders representing in total 293,718,402 shares in Ahlsell, corresponding to approximately 68.4 percent[4] of the share capital and the voting rights in Ahlsell.

Quimper does not hold any financial instruments that give financial exposure to Ahlsell shares and has not acquired any such shares or financial instruments outside the Offer.

Quimper will initiate compulsory acquisition of the remaining shares in Ahlsell as well as promote a delisting of Ahlsell’s shares from Nasdaq Stockholm.

Quimper

For more information about the Offer, please see: www.quimperbidco.com

Information about CVC

CVC is a leading private equity and investment advisory firm. Founded in 1981, CVC today has a network of 24 offices and approximately 450 employees throughout EuropeAsia and the US. To date, CVC has secured commitments of over US$ 116 billion from some of the world’s leading institutional investors across its private equity and credit strategies. CVC Funds have been investing in the Nordic region for more than 20 years and currently invest in a wide range of portfolio companies in the region, including Synsam, ÅR Packaging, eTraveli and Mehiläinen.

In total, CVC currently manages approximately US$69 billion of assets. Today, CVC Funds are invested in 72 companies worldwide, employing c.200,000 people in numerous countries. Together, these companies have combined annual sales of over US$150 billion. For further information about CVC please visit: www.cvc.com.

This information was submitted for publication on 13 February 2019 at 08:00 (CET).

Information about the Offer:

www.quimperbidco.com 

Important notice  

The Offer is not being made, directly or indirectly, in or into AustraliaCanadaHong KongJapanNew Zealand orSouth Africa by use of mail or any other 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 security exchange, of AustraliaCanada, Hong Kong, JapanNew Zealand or South Africa, and the Offer cannot be accepted by any such use, means, instrumentality or facility of, or from within, AustraliaCanadaHong KongJapanNew Zealand or South Africa. Accordingly, this press release and any documentation relating to the Offer are not being and should not be sent, mailed or otherwise distributed or forwarded in or into Australia,CanadaHong KongJapanNew Zealand or South Africa.

This press release is not being, and must not be, sent to shareholders with registered addresses in Australia,CanadaHong KongJapanNew Zealand or South Africa. Banks, brokers, dealers and other nominees holding shares for persons in AustraliaCanadaHong KongJapanNew Zealand or South Africa must not forward this press release or any other document received in connection with the Offer to such persons.

Statements in this press release relating to future status or circumstances, including statements regarding future performance, growth and other trend projections and the 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 Quimper. Any such forward-looking statements speak only as of the date on which they are made and Quimper 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.

Special notice to shareholders in the United States 

The Offer is being made for shares of Ahlsell AB (publ), 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 Company’s financial statements, and all financial information that is included in any offer document, or any other documents relating to the Offer, have been or will be prepared in accordance with IFRS and may not be comparable to financial statements of companies in the United States or other companies whose financial statements are prepared in accordance with US generally accepted accounting principles.

The Offer is being made in the United States pursuant to Section 14(e) and Regulation 14E under the US Exchange Act as a “Tier II” tender offer, and otherwise in accordance with the requirements of Swedish law. Accordingly, the Offer will be subject to disclosure and other procedural requirements, including with respect to withdrawal rights, offer timetable, settlement procedures and timing of payments that are different from those applicable under U.S. domestic tender offer procedures and law. It may be difficult for U.S. shareholders to enforce their rights and any claims they may have arising under the U.S. federal securities laws in connection with the Offer, since the Company and Quimper 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. U.S. shareholders may not be able to sue the Company or Quimper 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 the Company or Quimper and their respective affiliates to subject themselves to the jurisdiction or judgment of a U.S. court.

To the extent permissible under applicable law or regulations, Quimper and its affiliates or brokers (acting as agents for Quimper or its affiliates, as applicable) may from time to time after the date hereof directly or indirectly purchase or arrange to purchase shares of the Company outside the United States other than pursuant to the Offer, before or during the period in which the Offer remains open for acceptance, 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. Any information about such purchases will be announced through relevant electronic media if, and to the extent, such announcement is required under applicable Swedish law, rules or regulations. In addition, the financial advisors to Quimper may also engage in ordinary course trading activities in securities of the Company, which may include purchases or arrangements to purchase such securities.

The receipt of cash pursuant to the Offer by a U.S. shareholder may be a taxable transaction for US 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 his or her independent professional adviser immediately regarding the tax consequences of accepting the Offer.

NEITHER THE SEC NOR ANY U.S. STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED THE OFFER, OR PASSED ANY COMMENT UPON THE ADEQUACY OR COMPLETENESS OF THIS ANNOUNCEMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE IN THE UNITED STATES.


[1] Quimper is a newly formed entity that has been or will be indirectly invested in by funds or vehicles (“CVC Funds”) advised by CVC Advisers Company (Luxembourg) S.à r.l. and/or its affiliates. “CVC” means CVC Advisers Company (Luxembourg) S.à r.l. and its affiliates, together with CVC Capital Partners SICAV-FIS S.A. and each of its subsidiaries.

[2] Based on all 436,302,187 outstanding shares in Ahlsell, excluding the 7,000,000 shares which are held by Ahlsell in treasury.

[3] Based on all 436,302,187 outstanding shares in Ahlsell, including the 7,000,000 shares which are held by Ahlsell in treasury.

[4] Based on all 436,302,187 outstanding shares in Ahlsell, excluding the 7,000,000 shares which are held by Ahlsell in treasury.

SOURCE CVC Capital Partners

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European Union

Fintech investments in Europe up to 23bn EUR, JP Fabri (ARQ Economic & Business Intelligence) will add to the subject at TCE2019

Zoltán Tűndik

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Fintech in a nutshell: the financial technology sector which encompasses firms that use technology-based systems either to provide financial services and products directly or to make the financial system more efficient.

It has been reported over the past years that Fintech is a rapidly growing sector. The recent reports show that in the first half of 2018, investment in fintech companies in Europe alone reached €23 billion.

Besides the huge investment return, the fintech sector brings rewards including innovation and job creation, but also challenges, such as data and consumer protection issues, and the risk of exacerbating financial volatility or cybercrime.

To tackle these multi-disciplinary challenges, policy- and lawmakers in the European Union (EU) have adopted and announced several initiatives, for instance on intra-EU payment services, data protection, crowdfunding, and regulatory sandboxes.

In 2019 the European Commission launched a study to analyze the challenges for the European players and possible policy measures at EU level. This analysis leads to the development of short-term recommendations around effective implementation of the EU Fintech Action Plan, coherence with the Digital Single Market, taking the international dimension into account, and investing in knowledge, access to new markets and communication. Longer-term recommendations are to replicate the innovative approach characterized by the second payments service directive in future legislation and to set up a Multi-Stakeholder Forum to stay abreast of trends and risks.

The European market accounts for 17% of the global fintech industry and the leaders are the US with 48%, while China is also holding strong with 35%. (source: bankingtech.com)

PICANTE Tech Conference Europe will address the Fintech sector with a highly engaging panel discussion which is titled “The Rise of Fintech in Europe”.

The panel discussion will be joined by Jean Paul Fabri, Managing Director of ARQ Economic & Business Intelligence, who will bring the latest economic and policy updates.

About Jean Paul Fabri

JP is the Managing Director of ARQ Economic & Business Intelligence, a specialized unit that applies economics to consumers, firms, and policy. He is currently the Lead Director on blockchain and cryptocurrency at ARQ Group. JP is specialized in resilience-building strategies and was a Technical Consultant to The Commonwealth Secretariat and acted as advisor to 9 governments across 3 continents. Prior to joining ARQ Group, JP was the Group Board Secretary of a London and Helsinki listed mining company. He also formed part of the private secretariat of the former Prime Minister and of the Governor of the Central Bank of Malta. An economist by profession, JP followed post-graduate studies in economics and political economy at the University of Malta and the London School of Economics. He is also a visiting lecturer at the University of Malta.

PICANTE Tech Conference Europe is designed to bring both people and knowledge together and provides the excellent ecosystem of networking and learning opportunities without interruptions with emphasis on comfort and communication. After learning from genuine world-class experts and wayseers, meeting achievers shaping the B2B ecosystem, all attendees will get the chance to grab a drink and relax while networking at the evening social gathering.

REGISTER HERE or BROWSE THE AGENDA/PROGRAM!

Seats are limited (Super Early Bird Rate – valid through 30th of June)

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European Union

Resilient plc recognised as an Investors in People with Gold Standard

Vlad Poptamas

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Resilient's Gold Investors in People Gold Standard
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Resilient plc is pleased to announce that they have been awarded Gold accreditation against the Investors in People Standard, demonstrating their commitment to realising the potential of their people.

As an innovative technology firm, Resilient has a focus on developing a sustainable high-performing culture to create innovative products that solve critical communication challenges. It is why our goal is to bring out the very best in everyone. Resilient are dedicated to nurturing our staff, investing in and supporting them at every step of their career development to achieve their full potential, whatever their chosen field.

Investors in People provides a best practice people management standard, defining what it means to lead, manage and support people for sustainable results. The assessment measures organisations across nine areas, Resilient are high performing in several areas including empowering people, adopting a culture of recognition, supporting learning and development, and encouraging innovation.

Paul Devoy, Head of Investors in People, said: “We’d like to congratulate Resilient plc, Investors in People accreditation is the sign of a great employer, and an organisation committed to achieving success by realising the potential of their people.”

Gary Inman, Investors in People Lead Assessor, added: “To achieve a Gold level of Investors in People Award at the first assessment, and to do so with such momentum, is a remarkable achievement.”

“The whole organisation feels very much like it is a marriage of forward-thinking leadership and forward-thinking products, in a market with huge potential and with an ethos that will ensure it attracts and retains great talent.”

Commenting on the award, Heena Surani, Chief HR Officer, said: “This is a fantastic achievement as only 7% of audited companies are awarded the Gold standard. For us to have accomplished this on our first audit represents our commitment to developing our people.”

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Automotive

Veoneer’s JV Zenuity Reached a Milestone With Polestar 2

Vlad Poptamas

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Photo source: twitter.com / @Semcon
Reading Time: 2 minutes

 

Veoneer, Inc.’s (NYSE: VNE) and (SSE: VNE SDB), joint-venture for advanced driver assistance systems (ADAS) and autonomous driving software, Zenuity, reached an important milestone when the all-electric luxury car Polestar 2 was revealed recently.

Early 2020, Polestar 2 will be the first car model on the market with an ADAS software system, e.g. pilot assist, collision avoidance, connected safety, that has been created and adapted by Zenuity and Veoneer.

In Polestar 2, Zenuity’s ADAS software stack has been integrated with Veoneer’s sensors and the active safety products ADAS ECU, front radar, and monovision cameras version 4 with algorithms using deep learning technologies developed by Veoneer.

“We are proud that Zenuity delivers its first production ADAS software system to Polestar – and we are equally proud to provide our active safety products including the new generation monovision camera system,” says Jan Carlson, Chairman, President and CEO at Veoneer.

Polestar is the electric performance car brand jointly owned by Volvo Car Group and Zhejiang Geely Holding.

Veoneer designs and manufactures products and solutions for active safety, autonomous driving, occupant protection and brake control. Our purpose is to create trust in mobility. Veoneer is a new technology company that is building on a heritage of more than 60 years of automotive safety development. Veoneer has 8,600 employees in 13 countries. Headquartered in Stockholm, Sweden, Veoneer is listed on the New York Stock Exchange and on Nasdaq Stockholm.

Safe Harbor Statement: This release contains statements that are not historical facts but rather forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements include those that address activities, events or developments that Veoneer, Inc. or its management believes or anticipates may occur in the future. All forward-looking statements are based upon our current expectations, various assumptions and/or data available from third parties. Our expectations and assumptions are expressed in good faith and we believe there is a reasonable basis for them. However, there can be no assurance that such forward-looking statements will materialize or prove to be correct as forward-looking statements are inherently subject to known and unknown risks, uncertainties and other factors which may cause actual future results, performance or achievements to differ materially from the future results, performance or achievements expressed in or implied by such forward-looking statements. Numerous risks, uncertainties and other factors may cause actual results to differ materially from those set out in the forward-looking statements, including general economic conditions and fluctuations in the global automotive market. For any forward-looking statements contained in this or any other document, we claim the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995, and we assume no obligation to update publicly or revise any forward-looking statements in light of new information or future events, except as required by law.

 

SOURCE Veoneer

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