This announcement is not an offer, whether directly or indirectly, in Australia, Canada, Hong Kong, Japan, New Zealand or South Africa or in any other jurisdictions where such offer pursuant to legislation and regulations in such relevant jurisdictions 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 notice" at the end of the announcement PDF and in the tender offer document which will be published shortly before the beginning of the acceptance period for the Offer. Shareholders in the United States should also refer to the section titled "Special notice to shareholders in the United States" at the end of the announcement PDF.
Quimper AB (a private limited liability company, that has been or will be indirectly invested in by CVC Funds) ("Quimper")1 , hereby announces a public offer to the shareholders of Ahlsell AB (publ) ("Ahlsell" or the "Company") to tender all their shares in Ahlsell to Quimper at a price of SEK 55.002 in cash per share (the "Offer"). The price in the Offer cannot be increased by Quimper. The shares in Ahlsell are listed on Nasdaq Stockholm, Large Cap.
Summary
- Quimper offers SEK 55.002 in cash per Ahlsell share. The total value of the Offer, based on the 326,723,864 shares3 in Ahlsell not directly or indirectly owned by Quimper, or closely related parties4, amounts to approximately SEK 17,970 million.
- Quimper will not increase the Offer price of SEK 55.00. By this statement Quimper cannot, in accordance with the Takeover Rules, increase the price in the Offer.
- The price offered for the shares represents a premium of 32.5 percent to the closing price for the shares on 10 December 2018 (the last day of trading prior to the announcement of the Offer), and a premium of 24.8 percent to the volume-weighted average trading price for the shares over the last 10 trading days ended 10 December 2018.
- The price offered for the shares represents a premium of 23.9 percent compared to the price in the initial public offering of Ahlsell including paid out dividends since the listing (offer price of SEK 55.00 plus dividends since the listing of SEK 2.00 as compared to the listing price of SEK 46.00).
- An offer document regarding the Offer is expected to be published on or about 19 December 2018. The acceptance period for the Offer is expected to begin on or about 20 December 2018 and expire on or about 11 February 2019.
Søren Vestergaard-Poulsen, a Managing Partner at CVC, said: "We are very excited by the opportunity for CVC Funds to continue their long-standing partnership with Ahlsell, which we believe is a true industry leader with a multi-channel approach and a robust business model. Our experience and history with the company provides us with the ability to help it grow further across its core segments and industries, delivering top quality services and value for all stakeholders. We look forward to continuing to work with the existing management team at Ahlsell and develop the company further under private ownership. We believe that the offer price represents a full and fair valuation for Ahlsell. Given the specific circumstances of the offer for Ahlsell – including CVC Funds' existing stake in Ahlsell – and in the interests of maximising transparency and bringing the offer to a conclusion in a timely manner, Quimper is presenting the market with a best-and-final offer price that cannot be increased."
1 Quimper is a newly formed entity that has been or will be indirectly invested in by funds or vehicles ("CVC Funds") advised by CVC Advisers Company (Luxembourg) S.à r.l. and/or its affiliates. "CVC" means CVC Advisers Company (Luxembourg) S.à r.l. and its affiliates, together with CVC Capital Partners SICAV-FIS S.A. and each of its subsidiaries.
2 Should Ahlsell, 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.
3 Of which 7,000,000 are held by Ahlsell in treasury.
4 CVC Funds' shares in Ahlsell are currently held by Keravel S.à r.l. ("Keravel"), an entity indirectly invested in by CVC Funds. Keravel holds approximately 25.1 percent of the total number of shares in Ahlsell.