Söndag 29 Juni | 06:38:12 Europe / Stockholm

Prenumeration

2025-06-27 08:30:00

This announcement is not an offer, whether directly or indirectly, in the United States of America (including its territories and possessions), Australia, Belarus, Canada, Hong Kong, Japan, New Zealand, Russia, Singapore, Switzerland, South Africa, South Korea or in any other jurisdiction where such offer pursuant to legislation and regulations in such relevant jurisdiction 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 information" at the end of this announcement and in the offer document.

On 17 June 2025, Goldcup 37526 AB (under name change to Vorward Partners AB) ("BidCo") announced a recommended public offer to the shareholders of Everysport Group AB (publ) ("Everysport Group") to acquire all shares in Everysport Group at a price of SEK 24.00 in cash per share ("Offer").

At the time of the announcement of the Offer, VOF[1], a company involved in the consortium behind BidCo, controlled 188,463 shares and votes in Everysport Group, which represented approximately 3.01 percent of the outstanding shares and votes in Everysport Group. BidCo announces today that VOF, since the publication of the Offer and the associated offer document, has acquired an additional 632,546 shares over the market. The acquisitions have been made at a price not above the price per share of SEK 24.00 offered in the Offer and not under terms more favourable to the sellers than those in the Offer, therefore the acquisitions do not necessitate an adjustment of the terms of the Offer.

At the time of this press release, VOF holds a total of 821,009 shares in Everysport Group, which constitutes approximately 13.12 per cent of the outstanding shares and votes in Everysport Group. Following VOF's acquisition, the consortium behind BidCo thereby controls, directly or indirectly, a total of 4,138,182 shares and votes in Everysport, which corresponds to approximately 66.14 per cent of the outstanding shares and votes in Everysport Group. Furthermore, as previously communicated, irrevocable undertakings to accept the Offer have been obtained from shareholders representing a total of 1,037,766 shares, which corresponds to approximately 16.59 percent of the shares and votes in Everysport Group. The irrevocable undertakings together with the shares directly and indirectly owned and controlled by BidCo's consortium members and its affiliates thus constitute approximately 82.73 percent of the shares and votes in Everysport Group.

In addition to the above, the members of the consortium Hannes Andersson, Michael Hansen and Johan Ejermark have exercised their respective warrants of series 2023/2025 and 2023/2026 and thereby subscribed for a total of 81,194 shares in Everysport Group at a subscription price SEK 15 per share.

Information about the Offer

Information about the Offer is made available at https://www.vorward-offer.com.

For administrative questions regarding the Offer, please contact your bank or the nominee registered as holder of your shares.

For additional information, please contact:
Hannes Andersson
Tel: +46 070-736 56 25
E-mail: hannes@anderssongroup.se

Important information

This press release has been published in Swedish and English. In the event of any discrepancy in content between the two language versions, the Swedish version shall prevail. The Offer is not being made, directly or indirectly, in or into United States of America (including its territories and possessions), Australia, Belarus, Canada, Hong Kong, Japan, New Zealand, Russia, Singapore, Switzerland, South Africa, South Korea or in any other jurisdiction where such offer would be prohibited by applicable law pursuant to legislation, restrictions and regulations in the relevant jurisdiction, by use of mail or any other communication 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 securities exchange or other trading venue, of United States of America (including its territories and possessions), Australia, Belarus, Canada, Hong Kong, Japan, New Zealand, Russia, Singapore, Switzerland, South Africa, South Korea or in any other jurisdiction where such offer would be prohibited by applicable law pursuant to legislation, restrictions and regulations in the relevant jurisdiction, and the Offer cannot be accepted by any such use or by such means, instrumentality or facility of, in or from, United States of America (including its territories and possessions), Australia, Belarus, Canada, Hong Kong, Japan, New Zealand, Russia, Singapore, Switzerland, South Africa, South Korea or in any other jurisdiction where such offer would be prohibited by applicable law pursuant to legislation, restrictions and regulations in the relevant jurisdiction. Accordingly, this press release or any documentation relating to the Offer are not being and should not be sent, mailed or otherwise distributed or forwarded in or into United States of America (including its territories and possessions), Australia, Belarus, Canada, Hong Kong, Japan, New Zealand, Russia, Singapore, Switzerland, South Africa, South Korea or in any other jurisdiction where such offer would be prohibited by applicable law pursuant to legislation, restrictions and regulations in the relevant jurisdiction. This press release is not being, and must not be, sent to shareholders with registered addresses in United States of America (including its territories and possessions), Australia, Belarus, Canada, Hong Kong, Japan, New Zealand, Russia, Singapore, Switzerland, South Africa, South Korea. Banks, brokers, dealers and other nominees holding shares for persons in United States of America (including its territories and possessions), Australia, Belarus, Canada, Hong Kong, Japan, New Zealand, Russia, Singapore, Switzerland, South Africa, South Korea must not forward this press release, or any other document received in connection with the Offer to such persons.
 
In the United Kingdom, this communication and any other offer documents relating to the Offer is/will be directed only at persons (i) who have professional experience in matters relating to investments falling within Article 19(5) of the UK Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order"), (ii) falling within article 49(2)(a) to (d) ("high net worth companies, unincorporated associations, etc.") of the Order or (iii) to whom it may otherwise lawfully be communicated (all such persons together being referred to as "Relevant Persons"). No communication in respect of the Offer must be acted on or relied on by persons who are not Relevant Persons. The Offer, any investment or investment activity to which this communication relates is/will be available only in the United Kingdom to Relevant Persons and will be engaged in only with Relevant Persons. Statements in this press release relating to future status or circumstances, including statements regarding future performance, growth and other trend projections and 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 BidCo and Everysport Group. Any such forward-looking statements speak only as of the date on which they are made and BidCo 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. Avanza are acting for BidCo and no one else in connection with the Offer and will not be responsible to anyone other than BidCo for providing the protections afforded to clients of Avanza, or for giving advice in connection with the Offer or any matter referred to herein.


[1] Vor Opportunities Master Fund, registration number 332012, a master fund organized under the laws of the Cayman Islands with its registered address at PO Box 309, Ugland House, Grand Cayman KY1-1104, Cayman Islands (“VOF”).