お知らせ • Sep 27
Xplora Technologies AS (OB:XPLRA) announces a recommended public offer to acquire Doro AB (publ) (OM:DORO) from Accendo Capital SICAV a fund managed by Accendo Capital Managers S.àr.l., Cidro Förvaltning AB, Peter Lindell and others for approximately SEK 830 million.
Xplora Technologies AS (OB:XPLRA) announces a recommended public offer to acquire Doro AB (publ) (OM:DORO) from Accendo Capital SICAV a fund managed by Accendo Capital Managers S.àr.l., Cidro Förvaltning AB, Peter Lindell and others for approximately SEK 830 million on September 26, 2024. The Bidder offers SEK 34 in cash per share in Doro for 24,382,105 shares in Doro not held by Doro. If, prior to settlement of the Offer, Doro distributes dividends or in any other way distributes or transfers value to its shareholders, the Offer Consideration will be adjusted accordingly. Shareholders of Doro, who together control 7,159,574 shares, corresponding to approximately 29.36 per cent of all shares and votes in Doro, have signed irrevocable undertakings to accept the Offer. The Offer is financed by bank financing on customary loan terms provided by DNB Bank ASA and SpareBank 1 SR-Bank ASA. The Offer is thus conditional upon that the lenders, upon the Bidder’s fulfilment of all conditions in the credit commitment, disbursing the acquisition credit. In addition, shareholders holding a total of 4,070,013 shares, corresponding to approximately 16.59 per cent of all shares and votes in Doro have confirmed that they intend to accept the Offer or to sell their shares to the Bidder in a side transaction on the same terms as in the Offer. Following this, a total of 45.95 per cent of all shares and votes in Doro have confirmed that they intend to support the Offer. The board of directors of Doro has unanimously decided to recommend that Doro's shareholders accept the Offer, The Offer is conditional upon, inter alia, that Doro's shareholders accept the Offer to such extent that the Bidder becomes the owner of shares in Doro corresponding to more than 90 per cent of the shares in Doro, necessary authorizations, approvals, decisions and other measures from authorities or similar, including from competition authorities and the Swedish Inspectorate for Strategic Products, for the Offer and the acquisition of Doro have been obtained, in each case, on terms acceptable to the Bidder, The Bidder reserves the right to waive, in whole or in part, one or more of the above conditions, including, with respect to condition (i), to complete the Offer even at a lower level of acceptance. The Bidder has, in connection with the preparation of the Offer, conducted a due diligence review of certain commercial, tax, financial and legal information relating to Doro and its subsidiaries. The acceptance period is estimated to begin on October 18, 2024 and expire on November 8, 2024. Payment of consideration is expected to commence around November 15, 2024.
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. The board of directors of Doro has informed the Bidder that it has obtained a fairness opinion from Grant Thornton Sweden AB.