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Beskrivning
Land | Norge |
---|---|
Lista | Euronext Growth Oslo |
Sektor | Informationsteknik |
Industri | Programvara |
2025-01-15 22:45:00
The Offer is not being made, and this press release may not be distributed,
directly or indirectly, in or to, and no acceptances will be accepted from, or
on behalf of, shareholders in Australia, Hong Kong, Japan, Canada, New Zealand,
Switzerland, Singapore, South Africa or the United States of America or any
other country in which the making of the Offer, the distribution of this press
release or the acceptance of the Offer would be contrary to applicable laws or
regulations or would require the preparation of an additional offer document or
registration or registration or any other action in addition to that required by
Swedish law.
Press release 15 January 2025
Xplora Technologies AS announces corrected outcome of the public offer to the
shareholders of DORO AB
Xplora Technologies AS, reg. no. 916 752 628 (the "Bidder") announced on 26
September 2024 a recommended public offer to acquire all shares in DORO AB, reg.
no. 556161-9429 ("Doro"), for a cash consideration of SEK 34.00 per share (the
"Offer"). Doro's shares are admitted to trading on Nasdaq Stockholm, Small Cap
("Nasdaq"). The Bidder has, separate from the Offer, entered into an agreement
on 27 September 2024 to acquire, a total of 1,230,000 shares in Doro,
corresponding to approximately 5.01 per cent of the share capital and all
outstanding shares and votes in Doro, on the same terms and conditions as the
Offer (the "Call Option").
On 13 January 2025, the Bidder announced that the Offer had been accepted by
holders of 21,666,299 shares in Doro, which together with the shares the Bidder
acquires through the Call Option meant that the Bidder had received acceptance
to acquire in total approximately 93.33 per cent of the share capital and of all
outstanding shares and votes in Doro, and declared the Offer unconditional and
closed.
Today, on 15 January 2025, the Bidder announces a corrected outcome, as it has
come to the Bidder's knowledge that the Offer on 13 January 2025 had been
correctly accepted by holders of 20,436,299 shares in Doro, which together with
the Call Option corresponds to approximately 88.32 per cent of the share capital
and of all outstanding shares and votes in Doro.
Corrected outcome
Due to circumstances beyond the Bidder's control, an incorrect number of shares
has been registered for acceptance by a nominee bank. This means that the
correct final outcome amounts to 20,436,299 shares in Doro, which together with
the Call Option corresponds to approximately 88.32 per cent of the share capital
and of all outstanding shares and votes in Doro.
Today, the Bidder announces that the Offer remains declared unconditional,
meaning that the Bidder has waived the fulfilment condition of 90 per cent.
Consequently, the Offer remains closed. For the shares in Doro that have been
tendered in connection with the Offer at the expiration of the acceptance
period, payment of consideration is expected to commence on or around 20 January
2025 as previously communicated.
As previously communicated, the Bidder intends to work towards acquiring all
remaining shares in Doro.
Compulsory buy-out and delisting
On 13 January 2025, the Bidder announced an intention to initiate a compulsory
buy-out in accordance with the Swedish Companies Act (2005:551) in order to
acquire all remaining shares in Doro and, in connection therewith, to work
towards delisting the shares in Doro from Nasdaq.
Given that the Bidder has not achieved more than 90 per cent ownership in Doro,
the Bidder currently has no intention to initiate a compulsory buy-out or
delisting.
However, in the event that the Bidder, following the Offer or otherwise in
accordance with applicable takeover rules and good practice in the Swedish stock
market, becomes the owner of shares corresponding to more than 90 per cent of
the total number of shares in Doro, the Bidder intends to initiate a compulsory
buy-out in accordance with the Swedish Companies Act (2005:551) in order to
acquire all remaining shares in Doro. In connection therewith, the Bidder also
intends to work towards delisting the shares in Doro from Nasdaq.
Other information
Neither the Bidder nor any related parties to the Bidder owned or controlled any
shares or other financial instruments that provide a financial exposure
equivalent to a shareholding in Doro at the time of the announcement of the
Offer. Furthermore, no shares or such financial instruments have been acquired
outside the Offer, with the exception of the Call Option.
The offer document is, together with the supplement, available in Swedish on the
Bidder's website (www.xplora.com/investor), on DNB's website
(www.dnb.se/emission) and on SpareBank 1 Markets AS's website
(www.sb1markets.no/transaksjoner/). Further information on the Offer is
available on the Bidder's website (www.xplora.com/investor).
Advisors
The Bidder has retained CMS Wistrand Advokatbyrå Stockholm KB and CMS Kluge
Advokatfirma AS as legal advisors and SpareBank 1 Markets AS and DNB Markets, a
part of DNB Bank ASA, Sweden Branch as financial advisors in connection with the
Offer. DNB Markets, a part of DNB Bank ASA, Sweden Branch is acting as receiving
agent in connection with the Offer.
______________________
Xplora Technologies AS
The board of directors on 15 January 2025, Oslo
This information is information that Xplora Technologies AS is obliged to make
public pursuant to article 17 of the EU Market Abuse Regulation (EU 596/2014),
the Takeover Rules and section 5-12 of the Norwegian Securities Trading Act. The
information in this press release was submitted for publication at 22:45 CET on
15 January 2025. For additional information regarding the Offer, please contact:
Xplora Technologies AS
Sten Kirkbak, CEO
Mobile: +47 92203710
E-mail: sten.kirkbak@xplora.com
Knut Stålen, CFO
Mobile: +47 92043458
E-mail: knut.stalen@xplora.com
IMPORTANT INFORMATION
An offer document (in Swedish) and a supplementary offer document (in Swedish)
was published by the Bidder on 17 October 2024 and on 28 October 2024
respectively.
The Offer is not being made to (and no acceptance forms will be accepted from or
on behalf of) persons resident in Australia, Canada, Hong Kong, Japan, New
Zealand, South Africa, Singapore, Switzerland or the United States or persons
whose participation in the Offer would require the preparation of additional
offer documents or the making of registrations or the taking of any other action
beyond that required by Swedish law (including the Takeover Rules for Nasdaq
Stockholm and Nordic Growth Market NGM 2024-01-01 issued by the Swedish
Securities Council's Self-Regulatory Committee) unless an exemption applies.
This announcement and any other documents relating to the Offer (including
copies of such documents) must not be mailed or otherwise distributed, forwarded
or sent into or within any jurisdiction (including Australia, Canada, Hong Kong,
Japan, New Zealand, South Africa, Singapore, Switzerland or the United States)
where distribution of this announcement or the Offer would require additional
measures to be taken or would be contrary to the laws or regulations of such
jurisdiction. Persons into whose possession this announcement comes (including,
without limitation, banks, brokers, dealers, nominees and custodians) and who
are subject to the laws or regulations of any such jurisdiction must inform
themselves about, and observe, all applicable restrictions and requirements.
Failure to do so may constitute a violation of the securities laws or
regulations of such jurisdictions. The Bidder disclaims, to the fullest extent
permitted by applicable law, all liability for any violation of such
restrictions and the Bidder reserves the right not to accept any tender offer
documents the submission of which would constitute a direct or indirect
violation of any such restrictions.
The Offer, information and documentation made available through this
announcement have not been prepared by, and have not been approved by, an
"authorized person" within the meaning of Regulation 21 of the UK Financial
Services and Market Act 2000 ("FSMA"). Accordingly, the information and
documents made available by this press release may not be distributed in, or
passed on to, the public in the United Kingdom, unless an exemption applies. The
dissemination of information and documents made available by this press release
is exempt from the financial promotion restrictions in regulation 21 of FSMA on
the basis that it is a communication by or on behalf of a body corporate
relating to a transaction to acquire day-to-day control of a body corporate's
business, or to acquire 50 per cent or more of the voting shares in a body
corporate, within the meaning of Article 62 of the UK Financial Services and
Markets Act 2000 (Financial Promotion) Order 2005.
Statements in this announcement that relate to future conditions or
circumstances, including information about future results, growth and other
development forecasts and other effects of the Offer, constitute forward-looking
information. Such information may be characterized, for example, by the use of
words such as "anticipated", "believed", "expected", "intended", "planned",
"intended", "sought", "will" or "may" or similar expressions. Forward-looking
information is inherently subject to risks and uncertainties because it relates
to future conditions and is dependent on circumstances that will occur in the
future. As a result of numerous factors, many of which are beyond the Bidder's
control, future conditions may differ materially from those expressed or implied
in the forward-looking statements. Any such forward-looking statements speak
only as of the date on which they are made and the Bidder is under no obligation
(and undertakes no obligation) to update or revise any such statements to
reflect new information, future events or circumstances beyond what is required
by applicable laws and regulations.