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2018-07-10 08:05:01
Reference is made to the stock exchange notice on 2 July 2018. Victory Partners VIII Norway AS ("the Offeror"), a company indirectly controlled by ABRY Partners VIII, L.P., has today commenced the voluntary cash offer (the "Offer") to acquire the entire issued share capital of LINK Mobility Group ASA ("LINK Mobility" or "the Company") for NOK 225 per share (the "Offer Price"). The Offer Price values the total share capital of LINK Mobility at approximately NOK 3,396 million. The Offer Price represents a 27.4% premium to LINK Mobility's closing share price on 29 June 2018, and 44.5%, 51.7%, and 71.5% over the volume weighted average price ("VWAP") of the Company's shares for the three, six and twelve month periods prior to this announcement, respectively. Oslo Børs has approved the offer document for the Offer (the "Offer Document"). The terms and conditions of the Offer are included in the Offer Document, including the conditions for completion of the Offer. The Acceptance Period for the Offer starts on 10 July 2018 and expires at 16.30 CET on 9 August 2018, subject to any extension. The independent members of the Board of Directors of LINK Mobility has unanimously decided to recommend to the shareholders of LINK Mobility that they accept the Offer. The recommendation from the independent members of the Board of Directors of LINK Mobility is attached to the Offer Document. The recommendation from the Board of Directors of LINK Mobility is not a formal statement made pursuant to sections 6-16 and 6-19 of the Norwegian Securities Trading Act. LINK Mobility has in consultation with Oslo Børs engaged Sparebank 1 Markets AS as an independent third party to provide the formal statement about the Offer to be issued in accordance with section 6-16 (1) c.f. 6-19 (1) of the Norwegian Securities Trading Act. On and the terms and conditions as included in their statement, Sparebank 1 Markets AS' conclusion is that the Offer is fair from a financial point of view as at the date hereof, and the statement is attached to the Offer Document. Shareholders holding approximately 54% of the issued share capital of LINK Mobility, have already committed to sell their shares to the Offeror on certain terms and conditions, as further described in the Offer Document. The Offer Document, containing the complete terms and conditions of the Offer, was published today by Victory Partners VIII Norway AS. Subject to restrictions under applicable securities laws, the Offer document will be distributed to all shareholders listed in LINK Mobility's share register and will also be available at www.seb.no. Skandinaviska Enskilda Banken AB (publ), Oslo Branch is acting as financial advisor to Victory Partners VIII Norway AS in connection with the Offer. Advokatfirmaet BAHR, DLA Piper and Paul Hastings are acting as legal advisors to Victory Partners VIII Norway AS. ABG Sundal Collier ASA is acting as financial advisor and Aabø-Evensen & Co Advokatfirma AS is acting as legal advisor to LINK Mobility. Important Information about the Offer: The Offer described in this press release has commenced. This press release is neither an offer to purchase nor a solicitation of an offer to sell shares. The Offer to purchase all the shares of LINK Mobility is contained in the Offer document filed by Victory Partners VIII Norway AS with Oslo Børs and approved by Oslo Børs. The complete Offer Document will, subject to restrictions under applicable securities laws, be distributed free of charge to all LINK Mobility shareholders registered in LINK Mobility's share register in Verdipapirsentralen (the Norwegian Central Securities Depository), and is available at www.seb.no. Forward-looking Statements This news release contains certain forward-looking statements that are based on uncertainty, as they relate to events and depend on circumstances that will occur in the future and which, by their nature, may have an impact on results of operations and the financial condition of the Offeror and/or LINK Mobility. Such forward-looking statements reflect our current expectations and are based on the information currently available. The Offeror cannot give any assurance as to whether such forward-looking statements will prove to be correct. These forward-looking statements include statements regarding the Offer, expected timing, and expected benefits of the Offer. There are a number of factors that could cause actual results and developments to differ materially from those expressed or implied by these forward-looking statements. These factors include, among other things, satisfactions of conditions to the Offer and investor participation in the Offer. Important Notice: The Offer and the distribution of this announcement and other information in connection with the Offer may be restricted by law in certain jurisdictions. The Offeror and LINK Mobility assume 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. THE OFFER WILL NOT BE MADE IN ANY JURISDICTION IN WHICH MAKING OF THE OFFER WOULD NOT BE IN COMPLICANE WITH THE LAWS OF SUCH JURISDICITON. THIS ANNOUNCEMENT DOES NOT IN ITSELF CONSTITUTE AND OFFER. THE OFFER WILL ONLY BE MADE ON THE BASIS OF THE OFFER DOCUMENT AND CAN ONLY BE ACCEPTED PURSUANT TO THE TERMS OF SUCH DOCUMENT.