NOT FOR DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR WITHIN CANADA, AUSTRALIA, JAPAN OR ANY JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL OR WOULD REQUIRE REGISTRATION OR OTHER MEASURES
Lysaker, 7 June 2023. Wilh. Wilhelmsen Holding ASA ("Wilh. Wilhelmsen Holding") hereby announces an offer to acquire all outstanding shares in Treasure ASA ("Treasure" or the "Company") that are not already owned by Wilh. Wilhelmsen Holding (the "Offer") on the terms and conditions set out in the offer document prepared by Wilh. Wilhelmsen Holding dated 7 June 2023 (the "Offer Document").
The offer period for the Offer will commence at 09:00 (CEST) on 7 June 2023 and end at 16:30 (CEST) on 21 June 2023. The price offered per share is NOK 20. Settlement of the Offer is expected to take place within 5 July 2023.
Wilh. Wilhelmsen Holding's shareholding in Treasure has remained above 70% since before the listing of Treasure in 2016. Given the relatively low liquidity in the Treasure shares on the Oslo Stock Exchange over time, Wilh. Wilhelmsen Holding is making the Offer for the purposes of offering a liquidity event to all Treasure shareholders. Depending on Wilh. Wilhelmsen Holding's shareholding and the remaining Treasure shareholder base following completion of the Offer, Wilh. Wilhelmsen Holding will consider whether a continued listing of Treasure's shares on the Oslo Stock Exchange is deemed suitable in a long-term perspective, and may consider a delisting from the Oslo Stock Exchange if, following completion of the Offer, Wilh. Wilhelmsen Holding's shareholding in Treasure is around 90%.
The Offer is not subject to any conditions and valid acceptances by shareholders in the Company are irrevocable. The complete terms and conditions for the Offer, including a description of the procedure for accepting the Offer, are set out in the Offer Document, which, subject to regulatory restrictions, will be available on the website of Arctic Securities AS, https://www.arctic.com/offerings. The Offer Document will also be sent free of charge to all shareholders in the Company as registered in the shareholder register in the Norwegian Central Securities Depository immediately prior to launch of the Offer, save to jurisdictions where the Offer Document may not be lawfully distributed or may require registration or other measures.
As of the date hereof, the Offeror owns 160,000,000 shares in the Company, representing approximately 77.96% of the outstanding share capital.
Arctic Securities AS is acting as financial advisor to the Offeror and as receiving agent for the Offer. Advokatfirmaet Wiersholm AS is acting as legal advisor to the Offeror.
Contact information regarding the Offer
Arctic Securities AS
Tel: +47 21 01 30 40
E-mail: subscription@arctic.com
IMPORTANT INFORMATION
This information is considered to be inside information pursuant to the EU Market Abuse Regulation and is subject to the disclosure requirements according to section 5-12 of the Norwegian Securities Trading Act. This stock exchange announcement was published by Thomas Finnema, CFO, Treasure ASA, on 7 June 2023 at 08:30 CEST.
The distribution of this announcement and the making of the Offer may in certain jurisdictions (including, but not limited to, Canada, Australia and Japan) be restricted by law. The information in this announcement does not constitute an offer of securities for sale in such jurisdictions. Persons into whose possession this announcement comes, are required to, and should inform themselves of and observe, any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. Neither the Offeror nor Arctic Securities AS (or any of their representatives) assume any responsibility or liability for any violation by any person whomsoever of any such restriction.
Notice to shareholders in the United States
The Offer is made to shareholders in the Company resident in the United States by the Offeror and not by any other person. The Offer is for the shares of a Norwegian company listed for trading on Oslo Børs and is governed by provisions of Norwegian law. Those provisions differ considerably from the corresponding United States legal provisions. Only a limited set of United States legal provisions apply to the Offer and this Offer Document. The applicable disclosure requirements of Norwegian law are different than those of the U.S. securities laws in certain material respects. The Offer is being made in reliance upon exemptions afforded by Rule 14d-1(c) under the U.S. Securities Exchange Act of 1934 (the "Exchange Act"). The timing of payments, settlement procedures, and other timing and procedural matters of the Offer are consistent with Norwegian practice, which differs from U.S. domestic tender offer procedures.
Forward-looking statements
This announcement and/or the Offer Document may contain certain forward-looking statements. All statements, other than statements of historical fact, included herein, including without limitation, statements regarding the Offer or the future plans and objectives of the Offeror are forward-looking statements that involve risk and uncertainties. There can be no assurances that such statements will prove to be accurate and actual results could differ materially from those anticipated in such statements.