STOCKHOLM, May 22, 2019 /PRNewswire/ -- This statement is
made by the Board of Directors[1] of Nuevolution AB (publ) (the
"Company" or "Nuevolution") pursuant to Rule II.19 of
the Nasdaq Stockholm Takeover Rules (the "Takeover
Rules").
Comment from Stig Løkke Pedersen, Chairman of the Board of
Directors of Nuevolution
"We have conducted a comprehensive analysis to ensure that we
are acting in the best interest of the company and the
shareholders. Considering the significant premium and the
undertakings from the three largest shareholders to accept the
offer, our conclusion is that the offer is fair and we are
unanimous in the decision to recommend the offer of SEK 32.50 per share."
Background
Amgen Inc. ("Amgen") has today announced a public offer
to the shareholders of Nuevolution to tender all their shares in
Nuevolution to Amgen for a consideration of SEK 32.50 in cash per Nuevolution share (the
"Offer").[2] The total value of the Offer corresponds to
approximately SEK 1,610 million,
which corresponds to approximately USD 167
million.[3]
The Offer represents a premium of:
- 169 percent compared to the closing price of Nuevolution's
shares on Nasdaq Stockholm on 21 May
2019 (the last trading day prior to the announcement of the
Offer), of SEK 12.10;
- 69 percent compared to the highest trading price of
Nuevolution's shares on Nasdaq Stockholm during the 52-week period
up to and including 21 May 2019 (the
last trading day prior to the announcement of the Offer), of
SEK 19.28; and
- 166 percent compared to the volume-weighted average price of
Nuevolution's shares on Nasdaq Stockholm during the 30 consecutive
calendar days up to and including 21 May
2019 (the last trading day prior to the announcement of the
Offer), of SEK 12.20.
The acceptance period for the Offer is expected to commence on
or around 13 June 2019 and expire on
or around 4 July 2019, subject to any
extensions.
Completion of the Offer is conditional upon, inter alia,
that the Offer is accepted to such an extent that Amgen becomes the
owner of shares representing more than 90 per cent of the
outstanding shares in Nuevolution (on a fully diluted basis), as
well as receipt of all necessary regulatory, governmental or
similar clearances, approvals and decisions, including from
competition authorities, in each case on terms acceptable to Amgen.
Amgen has reserved the right to waive the conditions for completion
of the Offer. The Offer is not conditional upon financing. For
further details about the Offer, please refer to Amgen's press
release that was made public today.
The Board of Directors of Nuevolution has, at the written
request of Amgen, permitted Amgen to carry out a limited due
diligence review of Nuevolution in connection with the preparation
of the Offer. Amgen has not received any inside information in
connection with this due diligence exercise.
The three largest shareholders in Nuevolution, representing in
aggregate 59 percent of the shares and votes in Nuevolution, have
undertaken to accept the Offer and tender all of their shares in
Nuevolution in the Offer, conditional only upon the Offer being
declared unconditional not later than 1
September 2019 and upon Amgen not committing any material
breach of applicable laws or regulations.
Advokatfirman Vinge is acting as legal adviser to Nuevolution in
connection with the Offer.
The Board of Directors' recommendation
In its evaluation of the Offer, the Board of Directors has taken
a number of factors into account which the Board of Directors deems
relevant. These factors include, but are not limited to, the
Company's present strategic and financial position and the
Company's expected potential future development and thereto related
opportunities and risks.
The Board of Directors notes that the Offer represents a premium
of 169 percent compared to the closing price of SEK 12.10 of the Company's share on Nasdaq
Stockholm on 21 May 2019, which was
the last trading day prior to the announcement of the Offer, a
premium of 69 percent compared to the highest trading price of
SEK 19.28 of the Company's shares on
Nasdaq Stockholm during the 52-week period up to and including
21 May 2019, and a premium of 166
percent compared to the volume-weighted average price of
SEK 12.20 of the Company's shares on
Nasdaq Stockholm during the 30 consecutive calendar days up to and
including 21 May 2019.
The Board of Directors further notes that the three largest
shareholders in Nuevolution, representing in aggregate 59 percent
of the shares and votes in the Company, have entered into
undertakings to accept the Offer, conditional only upon the Offer
being declared unconditional not later than 1 September 2019 and upon Amgen not committing
any material breach of applicable laws or regulations.
Based on the above, the Board of Directors unanimously
recommends the shareholders in Nuevolution to accept the Offer.
Under the Takeover Rules, the Board of Directors shall, based on
the statements made by Amgen in the Offer press release issued
earlier today, present its opinion regarding the impact that the
implementation of the Offer will have on Nuevolution, particularly
in terms of employment, and its opinion regarding Amgen's strategic
plans for Nuevolution and the effects it is anticipated that such
plans will have on employment and on the places in which
Nuevolution conducts its business. In this respect, the Board of
Directors notes that Amgen has stated that "Amgen values the
skills and talents of Nuevolution's management and employees, and
intends to continue to safeguard the excellent relationship that
Nuevolution has with its employees. Given Amgen's current knowledge
of Nuevolution and in light of current market conditions, Amgen
does not intend to change the composition of the management team
and key employees following the implementation of the Offer, nor
does Amgen currently intend to alter the operations of Nuevolution
or locations where Nuevolution conducts business.". The Board
of Directors assumes that this description is correct and has no
reason to take a different view in this respect.
Amgen has decided to offer all full-time employees of
Nuevolution a retention arrangement (the "Arrangement"), for
the purpose of motivating these individuals to remain with
Nuevolution after completion of the Offer and during a subsequent
integration phase. The Swedish Securities Council (Sw.
Aktiemarknadsnämnden) has in its statement 2019:20 concluded
that the Arrangement is in compliance with the Takeover Rules,
provided that Nuevolution's Board of Directors approves the
Arrangement and that the Nuevolution shareholders and the
securities market are informed of the Arrangement. Nuevolution's
Board of Directors has approved the Arrangement.
This statement shall in all respects be governed by and
construed in accordance with Swedish law. Disputes arising from
this statement shall be settled exclusively by Swedish courts.
Stockholm 22 May 2019
Nuevolution AB (publ)
The Board of Directors
FOR FURTHER INFORMATION, PLEASE CONTACT:
Stig Løkke Pedersen
Chairman of the Board of Directors
tel. +45-40864151
slp@stigloekkepedersen.dk
This information is information that Nuevolution AB (publ) is
obliged to make public pursuant to the EU Market Abuse Regulation
and the Takeover Rules. The information was submitted for
publication, through the agency of the contact person set out
above, on 22 May 2019 at 08:05 CEST.
[1] The board member Søren Lemonius, who is a Partner of
Sunstone Capital, has not participated in the Board's evaluation of
or discussions regarding the Offer due to conflict of interest
since Sunstone LSV Fund I K/S has entered into an undertaking with
Amgen to accept the Offer.
[2] If Nuevolution pays dividends or makes any other
distributions to shareholders, for which the record date occurs
prior to the settlement of the Offer, the offer price will be
reduced accordingly.
[3] The total value of the Offer is based on 49,524,903 shares,
which represents the total number of issued and outstanding shares
in Nuevolution. Nuevolution does not hold any of its own shares in
treasury. The total value of the Offer in USD is based on the
exchange rate (as published by Bloomberg on 21 May 2019, 17:30
CEST) of SEK 9.66 to
USD 1.00.
This information was brought to you by Cision
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SOURCE Nuevolution