Eltek ASA: THE ACCEPTANCE PERIOD FOR THE RECOMMENDED VOLUNTARY OFFER MADE BY DELTRONICS (NETHERLANDS) B.V. HAS COMMENCED
January 12 2015 - 1:33AM
(Drammen, Norway, 12 January
2015) With reference to the voluntary offer for the outstanding
shares of Eltek ASA ("Eltek"; OSE ticker code "ELT") as announced
on 15 December 2014 (the "Offer") and the approval of the offer
document for the Offer by Oslo Børs as announced on 12 January 2015
(the "Offer Document"), Deltronics (Netherlands) B.V., a wholly
owned subsidiary of Delta Electronics Inc., today announces the
commencement of the offer period for the Offer.
-
The acceptance period started today, Monday 12
January 2015, and ends on Tuesday 10 February 2015 at 09:00 CET,
unless extended in accordance with the terms set forth in the Offer
Document.
-
The Offer Document, containing the full terms
and conditions of the Offer, will be distributed to all registered
shareholders of Eltek whose address appears in Eltek's share
register in the VPS as of 9 January 2015, except shareholders
residing in jurisdictions where the Offer Document may not be
lawfully distributed, and is also available on Pareto Securities
AS' web site: www.paretosec.com.
As announced on 15 December 2014, the board of
Eltek has unanimously recommended that shareholders accept the
Offer. A cash consideration of NOK 11.75 is offered per share,
valuing the total share capital of Eltek at approximately NOK 3.87
billion. Shareholders representing approximately 76.6 percent of
the shares, including Eltek's largest shareholders, Ketlav Invest
AS, CC Industries Inc. and Eltek Holding AS, as well as members of
the Board of Directors and the CEO of Eltek, have irrevocably
undertaken to accept the Offer. The completion of the Offer is
subject to satisfaction or waiver of certain conditions, as further
set out in the Offer Document.
This notification does not in itself constitute an
offer. The Offer is made in the Offer Document and can only be
accepted pursuant to the terms of such document.
Pareto Securities AS is acting as financial
advisor and receiving agent in connection with the Offer.
Advokatfirmaet Selmer DA is acting as legal advisor for Deltronics
(Netherlands) B.V.
***
This information is subject to
the disclosure requirements according to Section 5-12 of the
Norwegian Securities Trading
Act.
The Voluntary Offer and the
distribution of this announcement and other information in
connection with the Voluntary Offer may be restricted by law in
certain jurisdictions. The Offeror assumes no responsibility in the
event there is a violation by any person of such restrictions.
Persons into whose possession this announcement or such other
information should come are required to inform themselves about and
to observe any such restrictions.
This release contains certain forward-looking
statements within the meaning of the securities laws and
regulations of various international, federal, and state
jurisdictions. All statements, other than statements of historical
fact, included herein, including without limitation, statements
regarding the Offer, future plans and objectives of Eltek or the
Offeror are forward-looking statements that involve risk and
uncertainties. There can be no assurances that such statements will
prove to be accurate and actual results could differ materially
from those anticipated in such statements.
Special Notice to Shareholders in
the United States
The Offer referenced in this announcement will be
made for shares of Eltek, a company incorporated under Norwegian
law, and is subject to Norwegian disclosure and procedural
requirements, which are different from those of the United States.
The shares of Eltek have not been registered under the U.S.
Securities Exchange Act of 1934, as amended (the "US Exchange Act") (and Eltek is not subject to the
periodic reporting requirements of the US Exchange Act, as amended,
and is not required to, and does not, file any reports with the US
Securities and Exchange Commission thereunder), and are not listed
or traded on any stock exchange in the United States. Accordingly,
the Offer will be made in the United States in compliance with
Section 14(e) of, and Regulation 14E under, the US Exchange Act,
subject to the exemptions provided by Rule 14d-1(d) under the US
Exchange Act and otherwise in accordance with the requirements of
Norwegian law. The Offer will be subject to disclosure and other
procedural requirements, including with respect to withdrawal
rights, the offer timetable, settlement procedures and timing of
payments that are different from those applicable under U.S.
domestic tender offer procedures and laws. Financial information
included in this announcement, if any, has been prepared in
accordance with foreign accounting standards that may not be
comparable to the financial statements of United States
companies.
To the extent permissible under applicable law or
regulation, the Offeror and its affiliates or brokers (acting as
agents for the Offeror or its affiliates, as applicable) may from
time to time after the date hereof, and other than pursuant to the
Offer, directly or indirectly purchase, or arrange to purchase,
shares of Eltek, that are the subject of the Offer or any
securities that are convertible into, exchangeable for or
exercisable for such shares. To the extent information about such
purchases or arrangements to purchase is made public in Norway,
such information will be disclosed by means of a press release or
other means reasonably calculated to inform U.S. shareholders of
Eltek of such information. In addition, the financial advisors to
the Offeror may also engage in ordinary course trading activities
in securities of Eltek, which may include purchases or arrangements
to purchase such securities.
NEITHER THE UNITED STATES SECURITIES AND EXCHANGE
COMMISSION NOR ANY U.S. STATE SECURITIES COMMISSION OR REGULATORY
AUTHORITY HAS APPROVED OR DISAPPROVED OF THIS OFFER, PASSED UPON
THE FAIRNESS OR MERITS OF THIS ANNOUNCEMENT OR DETERMINED WHETHER
THIS ANNOUNCEMENT IS ACCURATE OR COMPLETE. ANY REPRESENTATION TO
THE CONTRARY IS A CRIMINAL OFFENSE IN THE UNITED STATES.
ANY DISCLAIMERS OR OTHER NOTICES THAT MAY APPEAR
AFTER THIS MESSAGE ARE NOT APPLICABLE TO THIS COMMUNICATION AND
SHOULD BE DISREGARDED. SUCH DISCLAIMERS OR OTHER NOTICES WERE
AUTOMATICALLY GENERATED AS A RESULT OF THIS COMMUNICATION BEING
SENT VIA AN EMAIL SYSTEM.
This
announcement is distributed by NASDAQ OMX Corporate Solutions on
behalf of NASDAQ OMX 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: Eltek ASA via Globenewswire
HUG#1885994
Elscint (NYSE:ELT)
Historical Stock Chart
From Dec 2024 to Jan 2025
Elscint (NYSE:ELT)
Historical Stock Chart
From Jan 2024 to Jan 2025