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MANNA & CO’s MANDATORY OFFER TO THE SHAREHOLDERS IN LEXINGTON – OFFER DOCUMENT PUBLISHED
Prenumeration
THE OFFER IS NOT BEING MADE, AND THIS PRESS RELEASE MAY NOT BE DISTRIBUTED, DIRECTLY OR INDIRECTLY, IN OR INTO, NOR WILL ANY TENDER OF SHARES BE ACCEPTED FROM OR ON BEHALF OF HOLDERS IN AUSTRALIA, CANADA, HONG KONG, JAPAN, NEW ZEALAND, SOUTH AFRICA OR THE UNITED STATES, OR ANY OTHER JURISDICTION IN WHICH THE MAKING OF THE OFFER, THE DISTRIBUTION OF THIS PRESS RELEASE OR THE ACCEPTANCE OF ANY TENDER OF SHARES WOULD CONTRAVENE APPLICABLE LAWS OR REGULATIONS OR REQUIRE FURTHER OFFER DOCUMENTS, FILINGS OR OTHER MEASURES IN ADDITION TO THOSE REQUIRED UNDER SWEDISH LAW.
On 18 February 2022, it was announced that Manna & Co Oy (“Manna & Co”) had acquired in total 4,069,044 shares in The Lexington Company AB (publ) (“Lexington” or the “Company”), corresponding to 68.1 percent of the total shares and votes in Lexington, for a consideration of SEK 36.00 per share. The acquisitions entailed an obligation for Manna & Co to submit a mandatory public offer for the remaining shares in Lexington within four weeks, in accordance with the provisions on mandatory public offers in the Takeover Rules for certain trading platforms issued by the Swedish Corporate Governance Board on 1 January 2021 (the “Takeover Rules”). Manna & Co has thereafter acquired additional shares in Lexington and now holds in total 5,332,077 shares in Lexington, corresponding to 89.2 percent of the total shares and votes in Lexington. Today, Manna & Co announced a mandatory public offer to the shareholders in Lexington (the “Offer”).
An offer document, drafted in accordance with the Takeover Rules, has today been published (the “Offer Document”). The Offer Document and an acceptance form (acceptance form only available in Swedish) are held available on Manna & Co’s website, https://mannagroup.fi/lexington. A pre-printed acceptance form will be sent to shareholders in Lexington whose shares were directly registered in Lexington as of 8 March 2022.
The acceptance period commences on 9 March 2022 and expires on 6 April 2022. Settlement is expected to occur on 12 April 2022. Manna & Co reserves the right to extend the acceptance period for the Offer. Any extension of the acceptance period will not delay payment of consideration to those who have already accepted the Offer.
For additional information, please contact:
Mikko Koponen, CEO of Manna & Co
Tel: +358 50 483 3876
E-mail: mikko.koponen@mannagroup.fi
Risto Voutilainen, Chairman of the board of directors of Manna & Co
Tel: +358 50 329 4143
E-mail: risto.voutilainen@mannagroup.fi
Information about the Offer is available at: https://mannagroup.fi/lexington
Manna & Co discloses the information provided herein pursuant to the Takeover Rules. The information was submitted for publication on 8 March 2022, at 04:00 p.m. CET.
Important information
The Offer, pursuant to the terms and conditions presented in this press release, is not being made to persons whose participation in the Offer requires that an additional offer document is prepared or registration effected or that any other measures are taken in addition to those required under Swedish law and regulations.
This press release and any related Offer documentation are not being distributed and must not be mailed or otherwise distributed or sent in or into any country in which the distribution or offering would require any such additional measures to be taken or would be in conflict with any law or regulation in such country – any such action will not be permitted or sanctioned by Manna & Co. Any purported acceptance of the Offer resulting directly or indirectly from a violation of these restrictions may be disregarded.
The Offer is not being and will not be made, directly or indirectly, in or into, by use of mail or any other means or instrumentality of interstate or foreign commerce of, or any facilities of a national securities exchange of Australia, Canada, Hong Kong, Japan, New Zealand, South Africa or the United States. This includes, but is not limited to facsimile transmission, electronic mail, telex, telephone, the Internet and other forms of electronic transmission. The Offer cannot be accepted and shares may not be tendered in the Offer by any such use, means, instrumentality or facility of, or from within Australia, Canada, Hong Kong, Japan, New Zealand, South Africa or the United States or by persons located or resident in Australia, Canada, Hong Kong, Japan, New Zealand, South Africa or the United States. Accordingly, this press release and any related Offer documentation are not being and should not be mailed or otherwise transmitted, distributed, forwarded or sent in or into Australia, Canada, Hong Kong, Japan, New Zealand, South Africa or the United States or to any Australian, Canadian, Hong Kong, Japanese, New Zealand, South African or U.S. persons or any persons located or resident in Australia, Canada, Hong Kong, Japan, New Zealand, South Africa or the United States.
Any purported tender of shares in the Offer resulting directly or indirectly from a violation of these restrictions will be invalid and any purported tender of shares made by a person located in Australia, Canada, Hong Kong, Japan, New Zealand, South Africa or the United States or any agent, fiduciary or other intermediary acting on a non-discretionary basis for a principal giving instructions from or within Australia, Canada, Hong Kong, Japan, New Zealand, South Africa or the United States will be invalid and will not be accepted. Each person who holds shares and participates in the Offer will certify to not being an Australian, Canadian, Hong Kong, Japanese, New Zealand, South African or U.S. person, not being located or participating in the Offer from Australia, Canada, Hong Kong, Japan, New Zealand, South Africa or the United States and not acting on a non-discretionary basis for a principal that is an Australian, Canadian, Hong Kong, Japanese, New Zealand, South African or U.S. person, or that is located in or giving order to participate in the Offer from Australia, Canada, Hong Kong, Japan, New Zealand, South Africa or the United States. Manna & Co will not deliver any consideration relating to the Offer to Australia, Canada, Hong Kong, Japan, New Zealand, South Africa or the United States.
This press release is not being, and must not be, sent to shareholders with registered addresses in Australia, Canada, Hong Kong, Japan, New Zealand, South Africa or the United States. Banks, brokers, dealers and other nominees holding shares for persons in Australia, Canada, Hong Kong, Japan, New Zealand, South Africa or the United States must not forward this press release or any other document related to the Offer to such persons.
For purposes of this section, “United States” and “U.S.” refers to the United States of America (its territories and possessions, any state of the United States and the District of Columbia).
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.
Forward-looking information
Information in this press release relating to future events or circumstances, including information regarding future results, growth and other projections as well as benefits of the Offer, are forward-looking information. Such information may generally, but not always, be identified by the use of words such as “anticipates”, “expects”, “believes”, or similar expressions.
By its nature, forward-looking information involves risk and uncertainty, because it relates to events which depend on circumstances that may occur in the future. Due to several factors, of which a number of them are outside Manna & Co’s control, there are no guarantees to that actual results will not materially differ from the results expressed or implied by the forward-looking information. Any such forward-looking information only applies as per the date it was given and Manna & Co has no obligation (and undertakes no such obligation) to update or revise it, whether as a result of new information, future events or otherwise, except for what is required by applicable laws and other regulations.