On 15 November 2019, Samhällsbyggnadsbolaget i Norden AB (publ) (“SBB”) announced a recommended public offer to the shareholders of Hemfosa Fastigheter AB (publ) (“Hemfosa”) (the “Offer”). The last day to accept the Offer was on 20 December 2019. Today, SBB declares that:
- SBB has decided to complete the Offer. All conditions for the Offer are satisfied or have been waived.
- The Offer has been accepted to such an extent that upon completion (today) SBB owns approximately 87.8 percent of all outstanding shares in Hemfosa, corresponding to approximately 88.1 percent of the votes.
- SBB extends the acceptance period for the Offer up to and including 15 January 2019 to allow remaining shareholders to accept the Offer.
As of 20 December 2019, 132,640,275 common shares and 9,087,963 preference shares in Hemfosa had been tendered in the Offer. In addition, SBB has acquired 16,800,100 common shares in the market (at prices not exceeding the Offer price), representing approximately 9.3 percent of outstanding shares in Hemfosa, corresponding to approximately 9.8 percent of the votes. Accordingly, SBB now owns a total of 149,440,375 common shares and 9,087,963 preference shares in Hemfosa (representing approximately 87.8 percent of outstanding shares in Hemfosa and corresponding to approximately 88.1 percent of the votes).
The Mix & Match Facility offered by SBB to the shareholders of Hemfosa in the Offer, whereby each of the Hemfosa common and preference shareholders, subject to certain restrictions, could elect to receive as much share consideration or as much cash consideration as possible for tendered Hemfosa shares, have been exercised by shareholders representing approximately 58.0 percent of the shares in Hemfosa. Shareholders of Hemfosa representing in total 59,606,959 common shares have chosen to receive as much share consideration as possible and shareholders representing in total 38,987,797 common shares have chosen to receive as much cash consideration as possible. Shareholders of Hemfosa representing in total 1,823,945 preference shares have chosen to receive as much share consideration as possible and shareholders representing in total 4,186,242 preference shares have chosen to receive as much cash consideration as possible.
“We are very glad to see the positive response from the Hemfosa shareholders. It is a strong message that we already after the initial acceptance period have close to a 90 percent ownership, which clearly support both the logic in the combination of the two companies and the trust in our ability to achieve the expected synergies in a timely manner. I wish to welcome all new shareholders to SBB and to the next step in our journey were we as the largest social infrastructure company with community service properties in the Nordics keeps creating value for our investors as well as the community as a whole” said Ilija Batljan, CEO and founder of SBB.
To allow for the remaining shareholders to accept the Offer, SBB extends the acceptance period up to and including 15 January 2020. Settlement for shares already tendered in the Offer is expected to take place on or around 3 January 2020. Settlement for shares tendered during the extended acceptance period is expected to take place on or around 23 January 2020. As previously announced, elections made under the Mix & Match Facility will not be possible to cater for, due to practical reasons, with regard to acceptances received after the initial acceptance period. In practice, Hemfosa shareholders accepting the Offer under the extension, will thus receive the base case consideration in the Offer. Further, it should be noted that if the board of directors of Hemfosa, in accordance with the resolution by the general meeting, resolves on a payment of dividends on the common shares and the preference shares with a record date 10 January 2020, the cash consideration in the Offer will be reduced correspondingly. SBB may acquire additional shares in Hemfosa in the market during the extended acceptance period.
SBB reserves the right to extend the acceptance period for the Offer and to postpone the settlement date. In the event that SBB, whether in connection with the Offer or otherwise, becomes the owner of shares representing more than 90 percent of the outstanding shares in Hemfosa, SBB intends to commence a compulsory acquisition procedure under the Swedish Companies Act to acquire all remaining shares in Hemfosa. In connection therewith, SBB intends to promote a de-listing of the Hemfosa shares from Nasdaq Stockholm.
Since the Offer is now unconditional, the shareholders who have accepted the Offer, or will accept the Offer, have no right to withdraw acceptances
For further information, please contact:
Ilija Batljan, CEO and Founder of Samhällsbyggnadsbolaget i Norden AB, +46 70 518 39 67, [email protected]
This information is information that Samhällsbyggnadsbolaget i Norden AB (publ) is obliged to make public pursuant to the EU Market Abuse Regulation. The information was submitted for publication, through the agency of the contact person set out above on December 23, 2019, at 20:45 CET.