공고 • Apr 12
White Pearl Technology Group AB (OM:WPTG B) completed the acquisition of 87.48% stake in Ayima Group AB (publ) (OM:AYIMA B) from Michael Nott, Michael Jacobson, NanoCap Group AB (publ) (OM:NANOC B), Digital Spine Ab, Ayima Employee Benefit Trust, Timothy Webb and others.
White Pearl Technology Group AB (OM:WPTG B) made an offer to acquire Ayima Group AB (publ) (OM:AYIMA B) from Michael Nott, Michael Jacobson, NanoCap Group AB (publ) (OM:NANOC B), Digital Spine Ab, Ayima Employee Benefit Trust, Timothy Webb and others for SEK 21.5 million on February 19, 2024. WPTG offers the shareholders in Ayima Group 0.6 class B shares in WPTG per transferred share in Ayima Group, regardless of share class. The Offer as of today values each share in Ayima Group, regardless of share class, at approximately SEK 2.904 per share, and the Offers total value at approximately SEK 22.34 million. The Offer does not include warrants issued by Ayima Group under Ayima Group’s incentive programs, or any other equity-related transferable securities issued by Ayima Group. However, WPTG will procure that the holders of such securities will receive reasonable treatment in connection with the Offer. WPTG believes that the management and the employees in Ayima Group are key to the success of the consolidation and for driving future growth and efficiencies. WPTG intend to offer all employees of Ayima Group employment in the new group and maintain their protections under relevant employment laws. Conditions for completion of the Offer i.e., WPTG notified the board of directors of Ayima Group about the Offer on February 19, 2024. The board of directors of Ayima Group is, with reference to the Takeover Rules for certain trading platforms issued by the Swedish Corporate Governance Board (the “Takeover Rules”), expected to announce its opinion regarding the Offer no later than two weeks prior to the expiry of the acceptance period in the Offer, all regulatory, governmental or similar clearances, approvals and decisions and other actions from authorities or similar, including from competition authorities, necessary for the Offer and the acquisition of Ayima Group having been obtained, in each case on terms that, in White Pearl’s opinion, are acceptable, that neither the Offer nor the acquisition of Ayima Group is being rendered partially or wholly impossible or significantly impeded or otherwise materially adversely affected as a result of legislation or other regulation. WPTG reserves the right to withdraw the Offer in the event that it is clear that any of the above conditions is not satisfied or cannot be satisfied. However, the Offer may only be withdrawn provided that the non-satisfaction of such condition is of material importance to the WPTG’s acquisition of Ayima Group or if such withdrawal is approved by the Swedish Securities Council. The consideration for the Offer consists of shares in WPTG. The Offer thus require no additional financing. WPTG has, in connection with the preparations of the Offer, conducted a limited confirmatory due diligence review of Ayima Group, of publicly available information. No information that has not yet been publicly disclosed and that is considered to be inside information has been part of the due diligence review. In the event that WPTG, whether in connection with the Offer or otherwise, becomes the owner of more than 90% of the shares in Ayima Group, WPTG intends to commence a compulsory redemption procedure in respect of the remaining shares in Ayima Group in accordance with the Swedish Companies Act. The acceptance period in the Offer is expected to commence on or around February 26, 2024 and end on or around March 26, 2024. As of February 26, 2024, Ayima has appointed an “independent bid committee” to deal with matters relating to the offer and to commission an independent valuation. As of March 12, 2024, the board of Ayima has commissioned Placing Valuation to act as an independent expert to provide a statement, Fairness Opinion, regarding the fairness of the Offer from a financial standpoint for the shareholders in Ayima. Placing Valuation announced the Offer is fair from a financial perspective for the shareholders in Ayima. As of March 26, 2024, Ayima's founders and largest shareholders, comprising 51.9% of total equity in the group accepted the offer. The acquisition is due to be completed on 27 March at the conclusion of the acceptance period. Acceptances received by Aqurat Fondkommission by March 27, 2024 will be processed. As on March 28, 2024, offer for Ayima Group has been declared unconditional with approximately 86% acceptance and all conditions of the offer being met or waived. The new share issue will commence around April 5, 2024. The offer has now also been extended until April 10, 2024 to allow time for the acceptance rate to reach over 90%.Born Advokater is acting as legal advisor to WPTG, and Aqurat Fondkommission AB is acting as issuing agent in connecting with the Offer. Swedish North Point Securities Ab acted as financial advisor to White Pearl Technology Group ABWhite Pearl Technology Group AB (OM:WPTG B) completed the acquisition of 87.48% stake in Ayima Group AB (publ) (OM:AYIMA B) from Michael Nott, Michael Jacobson, NanoCap Group AB (publ) (OM:NANOC B), Digital Spine Ab, Ayima Employee Benefit Trust, Timothy Webb and others for SEK 22.5 million on April 10, 2024.