Announcement • Dec 20
Swiss Life Asset Management AG completed the acquisition of 24.95% stake in Everfuel A/S (OB:EFUEL) from Board of Directors and Executive Management and others.
Swiss Life Asset Management AG entered into a transaction agreement to acquire 24.95% stake in Everfuel A/S (OB:EFUEL) from Board of Directors and Executive Management and others for approximately NOK 280 million on August 28, 2024. A cash consideration valued at NOK 13 per share will be paid by Swiss Life Asset Management AG. Additionally, all members of the Company’s Board of Directors and Executive Management owning Shares and the Company's Director of Investor Relations and Communication, holding in the aggregate 15,811 Shares representing approximately 0.02% of the Company's outstanding share capital as of the date of this announcement, have each irrevocably undertaken to accept the Offer by entering into separate undertakings of pre-acceptance with the Offeror. The complete details of the Offer, including all terms and conditions, will be contained in an offer document for the Offer (the “Offer Document”) to be published by the Offeror in connection with launch of the Offer. The Offer is not subject to any due diligence or financing conditions. Completion of the Offer will be subject to the following conditions being satisfied or waived in whole or in part by the Offeror i.e., shareholders of the Company representing more than 90% of the issued and outstanding share capital and voting rights of Company on a fully diluted basis, the Board shall not have amended or withdrawn its recommendation of the Offer, that relevant regulatory approvals have been obtained on terms satisfactory for the Offeror, the Company shall conduct its business in the ordinary course of business in all material respects, no court or governmental or regulatory authority of any competent jurisdiction shall have taken any form of legal action that will restrain or prohibit the consummation of the Offer, no Material Adverse Change shall have occurred between the date of the Transaction Agreement and until settlement of the Offer, the Rollover is completed in accordance with the terms of the Investment Agreement, no material breach by the Company of the Transaction Agreement shall have occurred, and that the Company has not terminated the Transaction Agreement. Barring unforeseen circumstances or any extensions of the acceptance period of the Offer, it is currently expected that the Offer will be completed during fourth quarter 2024, following satisfaction or waiver of all conditions for the Offer. As of September 3, 2024, The offer has commenced and will close on October 7, 2024. As of October 7, 2024, the Offeror hereby announces an extension of the Offer Period on October 21, 2024. As on October 11, 2024, The Offeror hereby announces receipt of an approval from the Danish Business Authority under the Danish foreign direct investment rules. Following receipt of such approval the Offer Document has thus been satisfied. The Offeror maintains and reserves its right to further extend the Offer Period (one or more times by up to an aggregate total of 10 weeks) on the terms and conditions set out in the Offer Document, but not beyond November 11, 2024. As on October 21, 2024, Pursuant to the Offer Document, the Offeror hereby announces an additional extension of the Offer Period to October 28, 2024. As of October 21, 2024, the Offeror had received acceptances from shareholders in the Offer which when taken together with the Share Contribution represent approximately 90.2% of the issued and outstanding share capital and voting rights. Consequently, and subject to customary verification procedures of acceptances received, the condition for completion of the Offer relating to the Offer Document, is satisfied. The Offeror will following the expiry of the Offer Period (as extended), provided that the Offeror has the right to extend the Offer Period (one or more times) up to the maximum of 10 weeks in total and if the Offeror chooses to extend the Offer Period then the settlement of the Offer will be extended accordingly. As of November 15, 2024 Further reference is made to the settlement notification published on 29 October 2024 announcing that the settlement of the Offer will be completed no later than 20 November 2024. Settlement of the Offer is expected to be completed on 19 November 2024 to shareholders who have accepted the Offer in accordance with the terms set out in the Offer Document. Following the completion of the Share Contribution, Faro BidCo ApS has acquired and holds a total of 64,753,804 shares in Everfuel, representing approximately 75.05 % of the issued and outstanding share capital and votes in the Company. Following completion of the Offer and the Offeror having become the owner of more than 90% of the total issued shares and voting rights in the Company, the Offeror intends to carry out a compulsory acquisition of the remaining shares of the Company in accordance with the procedures set out in the Danish Companies Act Sections 70 and 72. Accordingly, all remaining minority shareholders of Everfuel are pursuant to the attached statutory notice for the Compulsory Acquisition (the "Statutory Notice") formally requested by the Offeror to transfer their shares in Everfuel to the Offeror within a period of four (4) weeks expiring on December 18, 2024 at 23:59 (CET) (the "Compulsory Acquisition Period") at a price of NOK 13 per share. Further, upon completion of the Offer, the Offeror also intends to take steps to delist the Company's shares from Euronext Growth Oslo. As on Novemeber 19, 2024, As part of offer 13,394,077 shares were acquired by Swiss Life Asset Management. when taken together with the shares acquired from the Rollover Shareholders brings total holding in Everfuel to approximately 90.5%. As the Offeror has become the owner of more than 90% of the shares and voting rights in the Everfuel, the Offeror intends to carry out a compulsory acquisition of the remaining shares in the Everfuel at a price of NOK 13 per share. The Offeror also intends to take steps to delist the Everfuel's shares from Euronext Growth Oslo.
Nordea Bank Abp, filial i Norge, is acting as financial advisor, while Advokatfirmaet BAHR AS and Gorrissen Federspiel Advokatpartnerselskab are acting as legal advisors for the Offeror. Kromann Reumert and Wikborg Rein Advokatfirma AS are acting as legal advisors for the Company. Capient AS acted as investor relations and communications advisor to the Company. SpareBank 1 Markets AS act as financial advisor, Advokatfirmaet Thommessen AS act as legal advisor for E.F. Holding ApS.
Swiss Life Asset Management AG completed the acquisition of 24.95% stake in Everfuel A/S (OB:EFUEL) from Board of Directors and Executive Management and others on December 18, 2024. The Offeror hereby announces that the Compulsory Acquisition Period has expired. During the Compulsory Acquisition Period, the Offeror has received acceptances for 1,629,188 shares, which brings the Offeror's total shareholding in the Company to 79,777,069 shares, representing approximately 92.46% of the total issued and outstanding share capital and voting rights in the Company. Following the expiration of the Compulsory Acquisition Period compulsorily acquire the remaining shares in the Company held by the minority shareholders who have not voluntarily transferred their shares to the Offeror prior to the expiry of the Compulsory Acquisition Period. The price of NOK 13 per share in Everfuel corresponds to the price offered in the Offeror's unregulated recommended voluntary tender offer to acquire all issued and outstanding shares in the Company, except for shares acquired separately from certain shareholders outside the offer or held in treasury by the Company. Shareholders and prospective shareholders in Everfuel are also informed that Everfuel has requested the Oslo Stock Exchange to suspend the trading of Everfuel’s shares on Euronext Growth Oslo from before the market opens on December 19, 2024.
