공시 • Oct 17
TowerBrook Capital Partners (U.K.) LLP completed the acquisition of ECIT AS (OB:ECIT) from a group of shareholders.
TowerBrook Capital Partners (U.K.) LLP announces an agreement for a recommended voluntary offer to acquire ECIT AS (OB:ECIT) from a group of shareholders for NOK 4.2 billion on August 1, 2024. The price per ECIT share offered to ECIT shareholders will be NOK 10 and corresponds to an equity value of ECIT of approximately NOK 4.65 billion to be settled in cash and/or share consideration as to be further detailed in the offer document for the Offer to be published in connection with launch of the Offer. price per ECIT share offered to ECIT shareholders will be NOK 10 and corresponds to an equity value of ECIT of approximately NOK 4.65 billion to be settled in cash and/or share consideration. The launch of the Offer will not be subject to any due diligence conditions. The Board has unanimously recommended the Offer, subject to the Launch Conditions being fulfilled or waived. The Board believes the terms of the Offer are in the best interests of the Company and the shareholders as a whole. The Board has, as part of the basis for its considerations, obtained a fairness opinion on the Offer from Skandinaviska Enskilda Banken AB (publ) (Oslo Branch). When recommending the Offer. To the extent exemptions are available under applicable prospectus regulations, the Offeror intends to enable existing shareholders to decide between receiving consideration in cash or a combination of cash and share consideration corresponding to the Offer Price. Shareholders holding more than a set number of Shares as of one (1) business day prior to publication of the Offer Document (the "Eligible Rollover Shareholders") will be eligible to select settlement in form of a combination of cash and shares in the Offeror’s parent company, while the remaining shareholders will receive settlement in cash. The percentage threshold for the Eligible Rollover Shareholders will be determined taking into account equal treatment of the shareholders and applicable exemptions from the obligation to publish a prospectus in accordance with the EU Prospectus Regulation (EU) 2017/1129). The aggregate number of shares that may be rolled in the Offer will be capped at such number that, taken together with the shares that are subject to roll-over pursuant to the Consortium Agreement, results in a number of shares that does not amount to more than NOK 2,600,000,000 (equal to approx. 55.8%) of Company's outstanding share capital. If tenders for rollover under the Offer results in an aggregate number that exceeds this threshold, the number of shares that can be rolled over by Eligible Rollover Shareholders in the Offer will be reduced on a pro rata basis.
The Offeror is expected to launch the Offer and commence the Offer period on or about August 22, 2024, subject to the Launch Conditions being fulfilled or waived by the Offeror, that the Offer has been validly accepted by shareholders representing (when taken together with any shares acquired by the Offeror other than through the Offer) more than 90% of the Outstanding Share Capital of ECIT, regulatory approvals: that any applicable regulatory permits, consents, clearances and approvals are obtained, rollover completion: that the Rollover is completed simultaneously with closing of the Offer, If the Offeror has not publicly announced that the closing conditions relating to minimum acceptance and regulatory approvals are satisfied or waived by the Offeror on or before the date falling 6 (six) months after the date of the Offer Document, or a later date to be mutually agreed in writing between Company and the Offeror, the Offer will automatically lapse. If the Offeror owns 90% or more of Outstanding Share Capital and holds 90% or more of the votes in the Company following completion of the Offer, the Offeror intends to carry out a statutory compulsory acquisition of the remaining Shares in the Company. it is expected that the Offer will be completed during the third quarter of 2024, following receipt of any regulatory approvals. As of August 22, 2024, the Offeror and the Company have agreed to extend the date from August 22, 2024 within such launch conditions shall be fulfilled or waived by the Offeror until and including August 30, 2024. As of August 30, 2024, The Offeror and the Company have agreed to extend the date from August 30, 2024 within which the launch conditions for the Offer shall be fulfilled or waived by the Offeror until and including September 6, 2024. On September 26, 2024 Shareholders are hereby reminded that the acceptance period for the Offer expires on October 1, 2024, subject to extension. Shareholders who want to accept the Offer, and have not already done so, must fill out and return the acceptance form which is included in the Offer Document to the receiving agent for the Offer, ABG Sundal Collier ASA, October 1, 2024, as further specified in the Offer Document. Shareholders who own shares registered in the name of brokers, banks, investment companies or other nominees, must contact such persons to accept the Offer. The Offer may only be accepted on the basis of the Offer Document. the Offeror hereby confirms that the Offer has been cleared by the Norwegian and Swedish Competition Authorities. As of October 1, 2024, offer period extended to October 8, 2024. As of October 3, 2024, The Offeror has received acceptances under the Offer in respect of at least 439,343,917 shares representing approximately 94.5% of the outstanding share capital. The condition for completion of the Offer relating to minimum acceptance is satisfied. As of October 8, 2024, the Offeror hereby announces a final extension of the acceptance period for the Offer on October 16, 2024.
SpareBank 1 Markets AS is acting as financial adviser to ECIT. Wikborg Rein Advokatfirma AS is acting as legal adviser to ECIT. ABG Sundal Collier ASA is acting as financial adviser to the Offeror and TowerBrook. Advokatfirmaet BAHR AS is acting as legal adviser to the Offeror and TowerBrook.
TowerBrook Capital Partners (U.K.) LLP completed the acquisition of ECIT AS (OB:ECIT) from a group of shareholders on October 16, 2024. As of the expiry of the offer period, the Offeror has received acceptances under the Offer in respect of 462,335,387 shares representing approximately 99.4% of the outstanding share capital of the Company. Settlement of the Offer will be made pursuant to the terms of the Offer Document and will take place no later than 7 November 2024, being 15 business days after the date hereof. following completion of the Offer and the Offeror having become the owner of 90% or more of the total issued shares and voting rights in the Company, the Offeror intends to carry out a compulsory acquisition of the remaining shares in the Company pursuant to section 4-26 of the Norwegian Private Limited Liability Companies Act. Following the compulsory acquisition, the Offeror will pursue a delisting of the Company's B-class shares from Euronext Growth Oslo. A separate stock exchange announcement will be published regarding the timing of the delisting.