Altor AB Announces the Outcome and Extends the Acceptance Period of the Recommended Public Cash Offer to the Shareholders in Transcom
On 21 December 2016, Altor AB announced a recommended public cash offer to the shareholders of Transcom WorldWide AB ("Transcom") to tender all their shares in Transcom to Altor AB for SEK 87.50[1] per share (the "Offer").
As of 21 February 2017, which was the last day of the acceptance period under the Offer, Transcom shareholders holding an aggregate of 14,767,297 shares, corresponding to approximately 56.3% of the total number of shares and votes in Transcom, had accepted the Offer[2].
Prior to the announcement of the Offer, Altor AB held 6,377,238 shares in Transcom, representing approximately 24.3% of the shares and votes in Transcom (excluding 702,966 shares held by Transcom in treasury). Altor AB has not purchased any Transcom shares (or any financial instruments that give a financial exposure to Transcom shares) outside the Offer.
The completion of the Offer is conditional upon, inter alia, the Offer being accepted to such extent that Altor AB becomes the owner of more than 90% of all shares in Transcom. As announced by Altor AB on 17 February 2017, the condition regarding receipt of all necessary regulatory, governmental or similar clearances, approvals and decisions has been satisfied.
Altor AB has decided to extend the acceptance period until 5.00 p.m. CET on 10 March 2017. Settlement will be initiated as soon as Altor AB announces that the conditions for the Offer have been satisfied or Altor AB otherwise decides to complete the Offer. Provided that such announcement is made on or around 15 March 2017, at the latest, settlement is expected to be initiated on or around 22 March 2017. All other terms and conditions set out in the offer document, including conditions for completion of the Offer, continue to apply.
The offer document (including the supplement) in Swedish and English versions and other information about the Offer are published on www.altor.com/transcomoffer and www.nordea.se.
Altor AB discloses the information provided herein pursuant to the Takeover Rules. The information was submitted for publication on 24 February 2017, 7.30 a.m. CET.
Information about the Offer
Information about the Offer is made available at: www.altor.com/transcomoffer.
For further information, please contact:
Tor Krusell
Head of Communications, Altor Equity Partners
Phone: +46-70-543-87-47
E-mail: [email protected]
Altor AB in brief
Altor AB is a Swedish limited liability company, Reg. No. 556962-4108. Altor AB is jointly owned by Altor Fund IV (No. 1) AB, Reg. No. 556962-9172, and Altor Fund IV (No. 2) AB, Reg. No. 556962-9198, and has its registered office in Stockholm, with address at P.O. Box 16116, SE-103 23 Stockholm, Sweden. Altor AB has never conducted, and does not presently conduct, any business. The company's sole purpose is to hold the Transcom shares, carry out the Offer and to take any measure necessary to finance and complete the Offer as well as to act as the parent company of Transcom.
Altor Fund IV is a Sweden based buyout fund, managed by Altor Fund Manager AB (Reg. No. 556962-9149). Altor Fund Manager AB is authorised by the Swedish Financial Supervisory Authority (Sw. Finansinspektionen) (the "SFSA") under the Alternative Investment Fund Managers Act (Sw. lagen (2013:561) om förvaltare av alternativa investeringsfonder), and is thus supervised by the SFSA. Altor Fund IV has committed capital of EUR 2 billion with an investment focus on mid-sized companies on the Nordic market and an investment horizon of up to 15 years. The current portfolio comprises eight investments; in addition to Transcom, Norican, Infotheek, Skandiabanken ASA (public), Realia, Navico, Spectrum (public) and Hamlet Protein.
Altor Fund IV is the fourth fund within the Altor family, of which the first fund, Altor 2003 Fund, was founded in 2003. All previous funds are top rated by Preqin. Former and current holdings include companies such as Dustin, Byggmax, Carnegie, Piab, Rossignol, Helly Hansen, Apotek Hjärtat and SATS Elixia.
Transcom in brief
Transcom is a global customer experience specialist, providing customer care, sales, technical support and credit management services through its extensive network of contact centres and work-at-home agents. The company has approximately 29,000 customer experience specialists at 52 contact centres across 20 countries, delivering services in 33 languages to international brands in various industry verticals. Transcom's share is listed on the Nasdaq Stockholm Exchange under ticker symbol TWW.
Important information
The Offer, pursuant to the terms and conditions presented in the offer document, 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 Altor AB. 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, or 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, Hong Kong, Japan, Canada, 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, Hong Kong, Japan, Canada, New Zealand, South Africa or the United States or by persons located or resident in Australia, Hong Kong, Japan, Canada, 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, Hong Kong, Japan, Canada, New Zealand, South Africa or the United States or to any Australian, Hong Kong, Japanese, Canadian, New Zealand, South African or U.S. persons or any persons located or resident in Australia, Hong Kong, Japan, Canada, 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, Hong Kong, Japan, Canada, 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 within Australia, Hong Kong, Japan, Canada, New Zealand, South Africa or the United States will be invalid and will not be accepted. Each holder of shares participating in the Offer will represent that it is not an Australian, Hong Kong, Japanese, Canadian, New Zealand, South African or U.S. person, is not located in Australia, Hong Kong, Japan, Canada, New Zealand, South Africa or the United States and is not participating in the Offer from Australia, Hong Kong, Japan, Canada, New Zealand, South Africa or the United States or that it is acting on a non-discretionary basis for a principal that is not an Australian, Hong Kong, Japanese, Canadian, New Zealand, South African or U.S. person, that is located outside Australia, Hong Kong, Japan, Canada, New Zealand, South Africa or the United States and that is not giving an order to participate in the Offer from Australia, Hong Kong, Japan, Canada, New Zealand, South Africa or the United States. Altor AB will not deliver any consideration from the Offer into Australia, Hong Kong, Japan, Canada, 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, Hong Kong, Japan, Canada, New Zealand, South Africa or the United States. Banks, brokers, dealers and other nominees holding shares for persons in Australia, Hong Kong, Japan, Canada, New Zealand, South Africa or the United States must not forward this press release or any other document received in connection with the Offer to such persons.
For purposes of this section "United States" and "U.S." means the United States of America, its territories and possessions (including Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake Island, and the Northern Mariana Islands), any state of the United States of America 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.
[1] If Transcom pays dividends or makes any other distributions to the shareholders, for which the record date occurs prior to the settlement of the Offer, the Offer price will be reduced accordingly.
[2] Based on 26,213,618 shares, which is the total number of issued shares in Transcom, excluding 702,966 shares held by Transcom in treasury.
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