NOT FOR DISTRIBUTION IN OR INTO AUSTRALIA, CANADA, HONG KONG, NEW ZEALAND, SOUTH
AFRICA, JAPAN OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE
WOULD BE UNLAWFUL OR REQUIRE PRIOR APPROVAL.
29 May 2024
Reference is made to the offer document dated 22 December 2023 (the "Offer
Document") for the voluntary offer for all issued and outstanding ordinary class
A shares (the "Shares") in Adevinta ASA ("Adevinta" or the "Company") (such
offer, the "Offer") by Aurelia Bidco Norway AS (the "Offeror"). Reference is
further made to the stock exchange announcement made on 24 April 2024 regarding
fulfilment of the conditions set out in the Offer Document under section 3.3
(Closing Conditions) (i), (ii) and (iii), including the receipt of all required
regulatory approvals and whereby the Offeror announced that settlement of the
Offer was expected to take place on 29 May 2024.
The Offeror hereby announces that the Offer has been completed and that
settlement of the Offer has been made pursuant to the terms set out in section
3.10 (Settlement) of the Offer Document. For every Share for which the Offer has
been lawfully accepted, the Offeror has paid a consideration of NOK 115, settled
in either cash or depository receipts (the "Depository Receipts") representing
shares in an indirect parent company of the Offeror (the "Issuer") as further
described in the Offer Document, or a combination thereof.
Furthermore, and with reference to section 4.3 of the Offer Document, the
Offeror informs that eBay International Holding GmbH has reduced its Share
Contribution (as defined in the Offer Document) from 202,115,591 to 177,115,591
Shares, resulting in a corresponding increase of number of Cash Shares (as
defined in the Offer Document) sold by eBay International Holding GmbH to the
Aurelia Acquisition Companies (as defined in the Offer Document).
As of settlement of the Offer, the Offeror and its wholly-owned subsidiary,
Aurelia Bidco 1 Norway AS, hold 1,161,148,347 shares (including the non-voting
class B shares), representing approximately 94.79% of the share capital and
94.53% of the voting rights in the Company.
As soon as reasonably practicable, the Offeror intends to effect a compulsory
acquisition of the remaining Shares in the Company not owned by the Offeror at a
redemption price equal to the offer price of NOK 115 per Share. A separate stock
exchange announcement will be published when the compulsory acquisition has been
resolved by the board of directors of the Offeror in accordance with section
4-25 of the Norwegian Public Limited Liability Companies Act and section 6-22 of
the Norwegian Securities Trading Act.
For further information on the Offer, visit: www.abgsc.com
This information is subject to disclosure requirements pursuant to section 4-2
of the Norwegian Securities Trading Act.
Advisers
ABG Sundal Collier ASA and Goldman Sachs Bank Europe SE, Amsterdam Branch are
acting as financial advisers to the Offeror in the process. Freshfields
Bruckhaus Deringer LLP, Latham & Watkins LLP and Wikborg Rein Advokatfirma AS
are acting as legal advisers to the Offeror in the process.
Contacts
International media relations
Nina Gilbert, Permira
Nina.Gilbert@Permira.com
+44 (0) 7774 037 250
James Williams, Permira
James.Williams@Permira.com
+44 (0) 7747 006 407
Rebecca Flower, Blackstone
Rebecca.Flower@Blackstone.com
+44 (0) 7918 360372
Norwegian media
Marte Ramuz Eriksen, Zynk
mre@zynk.no
+47 952 21 425
Swedish media
Birgitta Henriksson, Fogel & Partners
Birgitta.Henriksson@fogelpartners.se
+46 (0) 708 128 639
For administrative questions regarding the Offer, please contact your bank or
the nominee registered as holder of your shares.
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