Prenumeration
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 which will be published shortly before the beginning of the acceptance period for the Offer.
17 June 2025
Vor SPC5[1], VOF[2] and the following persons having senior positions in Everysport Group AB (publ) (“Everysport Group”), Nordic Growth Capital AB, Djäkne Holdings every AB, Andersson Group AB, Hannes Andersson, Michael Hansen and Johan Ejermark (the “Management” and together with Vor SPC5 the “Consortium”), acting through Goldcup 37526 AB[3] (under name change to Vorward Partners AB) (“BidCo”), hereby announces a recommended public offer to the shareholders of Everysport Group to acquire all shares in Everysport Group not already held by the Consortium at a price of SEK 24.00 in cash per share (the “Offer”).[4] The price in the Offer cannot be increased by BidCo. The shares in Everysport Group are listed on Spotlight Stock Market.
Summary
- The shareholders of Everysport Group are offered SEK 24.00 in cash per share in the company.
- BidCo will not increase the price in the Offer of SEK 24.00 in cash per share. By this statement BidCo cannot, pursuant to the takeover rules for certain trading platforms issued by the Swedish Corporate Governance Board (the “Takeover Rules”), increase the price in the Offer.
- The Offer values the shares in Everysport Group, based on all 6,256,430 outstanding shares in Everysport Group, to approximately SEK 150 million. The total value of the Offer, based on the 2,750,794 outstanding shares in Everysport Group which are not directly or indirectly owned or controlled by BidCo or the Consortium or any of its closely related parties or closely related companies, amounts to approximately SEK 66 million.
- The price per share in the Offer represents a premium[5] of:
- approximately 25 per cent compared to the closing share price of SEK 19.20 per share on 16 June 2025, the last trading day before the announcement of the Offer;
- approximately 21.3 per cent compared to the volume weighted average trading price of approximately SEK 19.79 per share during the last 30 trading days prior to the announcement of the Offer; and
- approximately 38.6 per cent compared to the volume weighted average trading price of approximately SEK 17.31 per share during the last 90 trading days prior to the announcement of the Offer.
- The independent bid committee of Everysport Group unanimously recommends the shareholders of Everysport Group to accept the Offer. The recommendation is supported by a fairness opinion provided by Svalner Skatt och Transaktion KB (“Svalner”).
- An offer document regarding the Offer is expected to be made public on or about 17 June 2025. The acceptance period for the Offer is expected to commence on or about 18 June 2025 and expire on or about 31 July 2025.
- The Offer is conditional upon the Offer being accepted to such extent that BidCo becomes the owner of shares representing more than 90 per cent of the total number of outstanding shares in Everysport Group (on a fully diluted basis) as well as conditions 2-7 set out below under “Conditions for completion of the Offer” in this announcement would be fulfilled.
- As of the date of this announcement, Management and VOF directly and indirectly owns and controls 3,505,636 shares and votes in Everysport Group, corresponding to approximately 56 per cent of the outstanding shares and votes in Everysport Group (the “Current Ownership”). Management and VOF will, upon completion of the Offer, contribute or transfer (directly or indirectly) all their respective shares in Everysport Group to BidCo. Management will thereafter become co-owner of BidCo. Management will not contribute any cash financing for the purpose of the Offer.
- As part of the formation of the Consortium, Vor SPC5, VOF and the Management have agreed to co-operate on an exclusive basis and the parties have agreed not to accept any competing offer or agree to join another bid consortium.
- Everysport Group has not disclosed any inside information regarding Everysport Group to BidCo or the Consortium during the preparation of the Offer.
- BidCo has received irrevocable undertakings to accept the Offer from shareholders representing approximately 16.59 per cent of the outstanding shares in Everysport Group. The irrevocable undertakings together with the Current Ownership account for approximately 72.59 per cent of the outstanding shares in Everysport Group.
Background and reasons for the Offer
Vor SPC5 has, for an extended period, monitored the operations of Everysport Group. Together with Management's confidence in the company's future, the Consortium has identified that the opportunities facing Everysport Group and its subsidiaries, including Elite Prospects, can be managed more effectively in a private environment. This would allow for a more flexible capital structure, free from the constraints imposed by being a publicly listed company. Vor SPC5 intends to provide the external capital and resources necessary to invest in the various business areas, which would support a more comprehensive growth plan.
To facilitate the next phase of growth, the consortium will focus on strengthening the company's long-term incentive structure and its organizational scalability. Through enhanced collaboration with management and key personnel, the right conditions will be created to build upon the strong position that Elite Prospects already holds.
The Consortium's strategy primarily focuses on Elite Prospects, with other divisions within Everysport Group playing a supportive role. An updated growth plan will be implemented, with particular emphasis on developing functionalities that enhance user engagement and enable scalable growth through network effects. Vor SPC5 will also provide access to an extensive network of experts specializing in expanding businesses by leveraging network effects.
Furthermore, targeted investments are planned for Elite Prospects as a platform, with a particular focus on improving user experience, driving engagement, and enhancing reach. This will be combined with a differentiated marketing strategy, including locally anchored activations, and a pricing strategy that balances customer value with long-term returns.
BidCo’s plans for the future business and general strategy of Everysport Group, as described above, do not currently include any material changes with regard to Everysport Group’s operational sites or its management and employees, including their terms of employment. In addition, there are no employees in BidCo, implying that the Offer will not entail any changes for the management and employees in BidCo or BidCo's operational sites.
Comments by the Consortium
Peter Nichols, Partner of Vor Capital LLP, ultimate investment manager of Vor SPC5, comments:
“We look forward to working with Hannes Andersson, the broader management team and employees of Everysport Group in the years ahead. We share management’s vision for the development of Elite Prospects and are excited to support the company in the next stage of its journey. A private markets setting offers the best environment for the company to undergo necessary transformation to unlock the potential of Elite Prospects, enabling the business to grow for many years to come.”
Hannes Andersson, part of the Management and member of the board of directors and Chief Executive Officer of Everysport Group, comments:
"Over the past years, we’ve transformed Everysport Group into a focused digital sports company with strong positions in data, media, and subscriptions. This next step, together with Vor Capital, allows us to accelerate our long-term strategy, with particular emphasis on Elite Prospects and its international growth potential. Operating outside the public market gives us greater flexibility to invest, reorganize, and align the team around clear, scalable goals. I look forward to continuing to lead this work as CEO and co-owner."
The Offer
Consideration
The shareholders of Everysport Group are offered SEK 24.00 in cash per share in Everysport Group.
BidCo will not increase the price in the Offer of SEK 24.00 in cash per share. By this statement BidCo cannot, pursuant to the Takeover Rules, increase the price in the Offer.
The Offer does not include warrants issued by Everysport Group to employees within Everysport Group’s warrant programs 2023/2025 and 2023/2026. BidCo will offer the holder of such warrants reasonable treatment outside of the Offer. For the avoidance of doubt, any shares subscribed for by way of exercise of warrants and registered as shareholders in Everysport Group's share register before the completion of the Offer, will be included in the Offer.
Should Everysport Group, prior to the settlement of the Offer, distribute dividends or in any other way distribute or transfer value to its shareholders, the consideration in the Offer will be adjusted accordingly. The price adjustment mechanism will also apply in relation to such dividends or other value transfers which occur after settlement in the Offer, with respect to any shares not yet acquired by BidCo in time for BidCo to be the recipient of such distributions.
No commission will be charged in respect of the settlement of the shares in Everysport Group tendered to BidCo under the Offer.
Premium
The price per share in the Offer represents a premium[6] of:
- approximately 25 per cent compared to the closing share price of SEK 19.20 per share on 16 June 2025, the last trading day before the announcement of the Offer;
- approximately 21.3 per cent compared to the volume weighted average trading price of approximately SEK 19.79 per share during the last 30 trading days prior to the announcement of the Offer; and
- approximately 38.6 per cent compared to the volume weighted average trading price of approximately SEK 17.31 per share during the last 90 trading days prior to the announcement of the Offer.
The premium in the Offer reflects BidCo’s and the Consortium’s assessment of the Company’s full value and potential in a private environment, which is based on the positive synergies expected to arise if BidCo, following a successful Offer, becomes the owner of more than 90 per cent of the total number of outstanding shares in Everysport Group.
Total value of the Offer
The Offer values the shares in Everysport Group, based on all 6,256,430 total outstanding shares in Everysport Group, to approximately SEK 150 million. The total value of the Offer, based on all 2,750,794 outstanding shares in Everysport Group which are not directly or indirectly owned or controlled by BidCo or the Consortium or any of its closely related parties or closely related companies, amounts to approximately SEK 66 million.
Statement by the independent bid committee of Everysport Group by reason of the Offer and fairness opinion
The board of directors of Everysport Group has, within the board of directors, appointed an independent bid committee consisting of the independent board members Björn Ulvgården and Mernosh Saatchi. The independent bid committee has assessed the Offer and informed BidCo that the independent bid committee has unanimously resolved to recommend the shareholders of Everysport Group to accept the Offer. The independent bid committee has further informed BidCo that it has obtained a fairness opinion from Svalner, according to which the Offer is considered fair for the shareholders of Everysport Group from a financial point of view.
Hannes Andersson, Michael Hansen and Johan Ejermark are deemed to have a conflict of interest pursuant to rule II.18 of the Takeover Rules. These members of the board of directors have therefore not participated in, and will not participate in, the independent bid committee’s handling of or in any decision regarding the Offer (see “Certain closely related parties and conflict of interest” below).
BidCo’s and the Consortium’s shareholding in Everysport Group
As of the date of this announcement, the Consortium directly and indirectly owns and controls 3,505,636 shares and votes in Everysport Group, corresponding to approximately 56 per cent of the outstanding shares and votes in Everysport Group.
The Management being members of the Consortium, directly and indirectly (as outlined below) owns and controls 3,317,173 shares and votes in Everysport Group, which corresponds to approximately 53 per cent of the outstanding shares and votes in Everysport Group.
Johan Ejermark is one of the indirect owners of Djäkne Holdings every AB. Nordic Growth Capital AB is indirectly controlled by Michael Hansen and Hannes Andersson, and Andersson Group AB is Hannes Andersson's holding company. Below is a description of each member of the Management and the ownership of the management companies as of the date of this announcement.
Djäkne Holdings every AB, Nordic Growth Capital AB and Andersson Group AB
Djäkne Holdings every AB is 100 per cent owned by Djäkne SS II AB, which is 100 per cent owned by Djäkne AB. Djäkne AB is in turn owned to 90 per cent by Djäknegatan Studio Development AB. Djäknegatan Studio Development AB is 65.7 per cent owned by Po Pa AB, which is 39 per cent owned by Johan Ejermark and 61 per cent by Magnus Wide, through the holding company Magnus Wide AB. Djäkne Holdings every AB, directly and indirectly, controls approximately 20.87 per cent of the shares in Everysport Group.
Nordic Growth Capital AB is owned by Michael Hansen (through the holding company Motherboard Invest AB), and Hannes Andersson (through the holding company Andersson Group AB) with 50 per cent each. Nordic Growth Capital AB holds approximately 25.52 per cent of the shares in Everysport Group.
Andersson Group AB is Hannes Andersson's wholly owned holding company. Andersson Group AB's direct holding in the Company amounts to approximately 3.69 per cent of the shares in Everysport Group.
Hannes Andersson, Johan Ejermark and Michael Hansen
Hannes Andersson is the CEO and a member of the board of directors of Everysport Group and his direct holding in Everysport Group constitutes approximately 2.54 per cent of the shares in Everysport Group.
Johan Ejermark is a member of the board of directors of Everysport Group and his direct holding in Everysport Group constitutes approximately 0.28 per cent of the shares in Everysport Group.
Michael Hansen is the chairman of the board of directors of Everysport Group and his direct holding in Everysport Group amounts to approximately 0.12 per cent of the shares in Everysport Group.
In addition, the Management holds a total of 81,194 warrants of series 2023/2025 and 2023/2026 in Everysport Group. Provided that subscription of new shares may take place in accordance with applicable laws and good practice, Management has irrevocably committed to exercise such warrants and contribute such new shares to BidCo in exchange for the corresponding number of new shares in BidCo as soon as reasonably practicable and feasible taking into account such applicable laws and good practice. If, for any reason, such warrants cannot be exercised so as to accommodate subscription and contribution to BidCo of such shares, Management shall instead contribute the warrants to BidCo in exchange for a number of shares in BidCo corresponding to the see-through value of the warrants, i.e., the difference between the consideration in the Offer per share and the subscription price for the warrants.
VOR SPC5 and VOF
As of the date of this announcement VOF controls 188,463 shares and votes in Everysport Group, which corresponds to approximately 3.01 per cent of the outstanding shares and votes in Everysport Group.
All shares in Everysport Group held directly and indirectly by Vor SPC5, VOF and the Management will be contributed to BidCo upon completion of the Offer.
Except as set out above, neither BidCo nor any members of the Consortium nor any of their closely related companies or closely related parties own or control any shares in Everysport Group, nor any financial instruments that give financial exposure equivalent to holding shares in Everysport Group, at the time of this announcement. Neither BidCo, nor any members of the Consortium nor any of their closely related companies or closely related parties, have acquired or agreed to acquire any shares, or any other financial instruments in Everysport Group that give financial exposure equivalent to holding shares in Everysport Group, at a price higher than the price in the Offer, during the six months preceding this announcement of the Offer.
To the extent permissible under applicable laws and regulations, BidCo and the members of the Consortium may acquire, or take measures to acquire, shares in Everysport Group in other ways than through the Offer. Information about such acquisitions of shares, or measures to acquire shares, will be disclosed in accordance with applicable laws and regulations.
Conditions for completion of the Offer
Completion of the Offer is conditional upon:
- that the Offer is accepted to such an extent that BidCo becomes the owner of more than 90 per cent of the shares in Everysport Group (on a fully diluted basis);
- that all necessary permits, approvals, decisions, and other similar actions required for the Offer and the execution of the acquisition of shares in Everysport Group have been obtained, each on terms acceptable to BidCo;
- that no other party announces an offer to acquire shares in Everysport Group on terms more favourable to Everysport Group's shareholders than the terms of the Offer;
- that neither the Offer nor the acquisition of shares in Everysport Group is wholly or partially prevented or significantly hindered due to legislation or other regulation, court ruling or court decision, governmental decision, or any similar circumstance;
- that no circumstances have occurred that have a material adverse effect, or can reasonably be expected to have a material adverse effect, on Everysport Group's business, prospects, or financial position, including Everysport Group's revenue, results, liquidity, solvency, equity, or assets;
- that no information disclosed by Everysport Group, or provided by Everysport Group to the BidCo, is incorrect, incomplete, or misleading, and that Everysport Group has disclosed all information that should have been disclosed by the Company; and
- that Everysport Group does not take any action intended to impair the conditions for the submission or implementation of the Offer.
BidCo reserves the right to withdraw the Offer in the event that it is clear that any of the above conditions are not satisfied or cannot be satisfied. However, with regard to conditions 2-7 above, the Offer may only be withdrawn where the non-satisfaction of such condition is of material importance to BidCo’s acquisition of Everysport Group or if otherwise approved by the Swedish Securities Council (Sw. Aktiemarknadsnämnden).
BidCo reserves the right to waive, in its sole discretion, and in whole or in part, one, several, or all of the conditions in section 1-7 above, including with the respect to condition 1 above, to complete the Offer at a lower level of acceptance, in each case without reinstating withdrawal rights, subject to applicable law.
Certain closely related parties and conflict of interest
Michael Hansen is the chairman of the board of directors of Everysport Group, Johan Ejermark is a member of the board of directors of Everysport Group, and Hannes Andersson is a member of the board of directors and the chief executive officer of Everysport Group. They also constitute members of the Consortium. Consequently, Hannes Andersson, Michael Hansen and Johan Ejermark have a conflict of interest according to section II.18 of the Takeover Rules and have therefore not participated in, and will not participate in, Everysport Group’s handling of or decisions regarding the Offer.
The above circumstances also mean that section IV of the Takeover Rules is applicable to the Offer, which means, among other things, that the acceptance period for the Offer shall be at least four weeks, and that Everysport Group is obliged to obtain and announce a fairness opinion regarding the Offer from independent experts no later than two weeks before the end of the acceptance period. The independent bid committee of Everysport Group has already obtained a fairness opinion from Svalner, according to which the Offer is fair to the shareholders of Everysport Group from a financial point of view (see “Statement by the independent bid committee of Everysport Group by reasons of the Offer and fairness opinion” above).
Information about BidCo and the Consortium
Based on the background and transaction rationale the Consortium has been formed and established BidCo to conduct the Offer.
Vor SPC5
Vor SPC5 is a newly established segregated portfolio company of Vor Private Opportunities SPC (“Vor SPC”), a segregated portfolio company established under the laws of the Cayman Islands with its registered office at Walkers Corporate Limited, 190 Elgin Avenue, George Town, Grand Cayman KY1-9008, Cayman Islands. Vor SPC and its segregated portfolio companies is managed through investment management agreements with Vor Capital LLP (“Vor Capital”).
Founded in 2017, Vor Capital is a long-term, fundamental, value-based investment fund manager. A London based team of twelve, Vor Capital is led by Brant Rubin - formerly of Luxor Capital and a graduate of Yale (BA) and Columbia Business School (MBA, Value Investing Program). Vor Capital employs an investment philosophy investing in growing, cash generative business through Europe, especially the Nordics, and particularly in internet and software. Recent investments in Swedish companies include Mynt AB and Kivra AB. As of 1st May 2025, Vor Capital managed firm assets of approximately US$1.4bn across public and private markets.
Management
Hannes Andersson, member of the board of directors and Chief Executive Officer of Everysport Group
Founder, investor, and over 12 years of experience as CEO, including seven years in a publicly listed environment with a Master of Science in Business and Economics from Stockholm School of Economics.
Michael Hansen, chairman of the board of directors in Everysport Group
Michael Hansen has an extensive background as founder, CEO and board-level executive across multiple industries, with growth as a consistent theme. He has also made investments in over twenty young and rapidly growing companies and most recently founded and served as CEO for the fintech companies Capcito and Monto. Since 2021, Michael has been part of the Executive Management Team at Fortnox AB.
Johan Ejermark, member of the board of directors in Everysport Group
Johan Ejermark is a founder and investor and has studied a Master of Science in Economics at Stockholm University.
Financing of the Offer
The consideration payable to the shareholders who accept the Offer is fully financed by funds available to BidCo through the investors of its sole owner Vor SPC5. Vor SPC5 has issued an equity commitment letter prior to the announcement of the Offer, where Vor SPC5 irrevocably undertakes to contribute the necessary funds for the entire Offer by drawing the external investors’ capital well in advance of the settlement of the Offer and transfer the needed equity to BidCo to ensure full payment of the Offer.
The above-mentioned financing will provide BidCo with sufficient resources to satisfy in full the consideration payable in respect of the Offer and, accordingly, the completion of the Offer is not subject to any financing conditions.
Irrevocable undertakings from shareholders in Everysport Group
BidCo has received irrevocable undertakings to accept the Offer from the following existing shareholders:
Shareholder | Number of shares | Percentage of shares and votes in the Everysport Group (%) |
Andreas Ehrnvall | 209,592 | 3.35 |
Paul Fischbein | 195,920 | 3.13 |
Mikael Pettersson | 183,905 | 2.94 |
Johan Eriksson | 150,734 | 2.41 |
Stefan Berggren | 126,179 | 2.02 |
Linus Gunnarson | 110,743 | 1.77 |
Anders Ribbing | 60,693 | 0.97 |
Total | 1,037,766 | 16.59 |
Consequently, 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 per cent of the shares and votes in Everysport Group. The irrevocable undertakings together with the shares directly and indirectly owned and controlled by the Consortium and its closely related parties account for approximately 72.59 per cent of the shares and votes in Everysport Group.
The existing shareholders' binding commitments shall automatically cease to be effective upon the earlier of: (i) the date on which BidCo announces that the Offer has expired or been withdrawn; or (ii) three months from the announcement of the Offer if BidCo has not completed an acquisition of Everysport Group's shares or declared the Offer unconditional before this date, provided that the acceptance period is not extended due to BidCo awaiting relevant regulatory approval required for the completion of the Offer.
Statement from the Swedish Securities Council
The Swedish Securities Council has on 28 May 2025 issued a statement regarding the Offer in AMN 2025:23. The Swedish Securities Council has stated that (a) the Consortium and the joint bid agreement described in the submission do not entail anything other than that the Consortium shall be regarded as de facto bidders, (b) that the Offer is in accordance with the principle of equal treatment set out in Rule II.10 of the Takeover Rules, (c) that the provisions on acquisitions prior, during and after the offer period in Rules II.13-15 of the Takeover Rules would thus not be applicable to the contribution of shares to BidCo and (d) that any other information set out in the submission do not give reason to consider that the Offer would otherwise be inconsistent with the Takeover Rules or good practice on the stock market.
Furthermore, the Swedish Securities Council stated that it is consistent with the Takeover Rules and good practice that certain of the direct and indirect members of the Consortium transfer their shares in Everysport Group held in an ISK (Sw. investeringssparkonto) no later than after the delisting of Everysport Group, to BidCo, provided that the Offer is successful.
AMN 2025:23 is available in its entirety on the Swedish Securities Council's website (www.aktiemarknadsnamnden.se).
Indicative timetable[7]
Publication of the offer document: | 17 June 2025 |
Acceptance period: | 18 June – 31 July 2025 |
Announcement of outcome: | 4 August 2025 |
Settlement: | 8 August 2025 |
BidCo reserves the right to shorten the acceptance period and set an earlier settlement date as well as to extend the acceptance period and postpone the settlement date to the extent permissible under applicable laws and regulations. Any such change of the acceptance period or settlement date will be announced by BidCo by means of a press release in accordance with applicable laws and regulations.
Compulsory redemption proceedings and delisting
If BidCo, in connection with the Offer or otherwise, acquires shares representing more than 90 per cent of the total number of outstanding shares in Everysport Group, BidCo intends to commence compulsory redemption proceedings under the Swedish Companies Act (Sw. aktiebolagslagen (2005:551)) to acquire all remaining shares in Everysport Group and to promote delisting of Everysport Group’s shares from Spotlight Stock Market.
Applicable law and disputes
The Offer, as well as any agreements entered into between BidCo and the shareholders of Everysport Group relating to the Offer, shall be governed and construed in accordance with substantive Swedish law. Any dispute regarding the Offer, or which arise in connection therewith, shall be settled exclusively by Swedish courts, and the Stockholm District Court (Sw. Stockholms tingsrätt) shall be the court of first instance.
The Takeover Rules and the Swedish Securities Council’s statements and rulings regarding interpretation and application of the Takeover Rules are applicable to the Offer including, where applicable, the Swedish Securities Counsil’s interpretation and application of the Swedish Securities Council’s interpretation of the Swedish Industry and Stock Exchange Committee’s (Sw. Näringslivets Börskommitté) former rules of public offers, are applicable to the Offer.
Advisors
MAQS Advokatbyrå AB and Advokatfirman DLA Piper Sweden KB are acting as legal advisors to BidCo in connection with the Offer and Avanza Bank AB (publ) is acting as financial advisor to BidCo in the Offer.
Goldcup 37526 AB (under name change to Vorward Partners AB)
The board of directors
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: 070-736 56 25
E-mail: hannes@anderssongroup.se
The information in this press release was submitted for publication by Goldcup 37526 AB (under name change to Vorward Partners AB) in accordance with the Takeover Rules. The information was submitted for publication on 17 June 2025 at 08:00 (CEST).
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 Private Opportunities SPC – Segregated Portfolio Five, being a segregated portfolio of Vor Private Opportunities SPC, a segregated portfolio company established under the laws of the Cayman Islands, with its registered office at Walkers Corporate Limited, 190 Elgin Avenue, George Town, Grand Cayman KY1-9008, Cayman Islands (“Vor SPC5”).
[2] 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”).
[3] Goldcup 37526 AB is a newly formed Swedish private limited liability company under name change to Vorward Partners AB, with corporate registration number 559533-5380, domiciled in Stockholm, Sweden. As per the date of this announcement, BidCo is currently wholly owned by Vor SPC5. Management will, upon completion of the Offer, contribute all its shares in Everysport Group to BidCo and thereafter become co-owner of BidCo.
[4] If Everysport Group, prior to the settlement of the Offer, distributes dividends or in any other way distributes or transfers value to its shareholders (Sw. värdeöverföringar), the consideration in the Offer will be adjusted accordingly. The price adjustment mechanism will also apply in relation to such dividends or other value transfers which occur after settlement in the Offer, with respect to any shares not yet acquired by BidCo in time for BidCo to be the recipient of such distributions.
[5] Source for Everysport Group’s share price is Spotlight Stock Market.
[6] Source for Everysport Group’s share price is Spotlight Stock Market.
[7] All dates are preliminary and may be subject to change.