NOT FOR DISTRIBUTION, RELEASE OR PUBLICATION, IN WHOLE OR IN PART, IN OR INTO AUSTRALIA, CANADA, HONG KONG; NEW ZEALAND, SOUTH AFRICA, JAPAN OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION, RELEASE OR PUBLICATION WOULD BE UNLAWFUL OR REQUIRE PRIOR APPROVAL
Oslo, 28 October 2024 – Reference is made to the offer document dated 19 August 2024 (the "Offer Document") by Edison Bidco AS (the "Offeror"), an indirect subsidiary of AI Volt (Luxembourg) Sàrl, a vehicle formed by funds managed and/or advised by Advent International, L.P. and/or certain of its affiliates ("Advent International") and funds managed and/or advised by Generation Investment Management LLP ("Generation Investment Management"), for the voluntary cash tender offer to acquire all of the outstanding shares (the “Shares”) in Volue ASA ("Volue" or the "Company") (the "Offer") at a price of NOK 42.00 per Share (the "Offer Price"). Reference is further made to the announcements published on 7 October 2024 and 11 October 2024 regarding the Offeror's receipt of all required regulatory approvals and the Offeror's waiver of the minimum acceptance condition of the Offer, along with the simultaneous settlement notification, respectively (the "Settlement Notification") and finally reference is made to the announcement made 17 October 2024 regarding the preliminary result of the voluntary tender offer.
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 2.16 (Settlement) of the Offer Document. For every Share for which the Offer has been lawfully accepted, the Offeror has paid a consideration of NOK 42, settled in cash.
Following the settlement of the Offer, the Offeror owns 142,322,217 shares in the Company, which equals approx. 98.9% of the total number of shares in Volue.
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 42 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.
Advisers
Carnegie AS is acting as financial advisor while Advokatfirmaet Schjødt AS and Kirkland & Ellis International are acting as legal advisors to the Offeror, Advent International and Generation Investment Management and Clifford Chance LLP is acting as legal advisor to Generation Investment Management. ABG Sundal Collier ASA is acting as financial advisor to Arendals Fossekompani ASA and will also be receiving agent for Edison Bidco AS while Advokatfirmaet Wiersholm AS is acting as legal advisor to Arendals Fossekompani ASA. First House is acting as communication advisors to Advent International, Arendals Fossekompani ASA and Generation Investment Management.
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The Offer, the Offer Document and the distribution of this announcement and other information in connection with the Offer may be restricted by law in certain jurisdictions. The Offer Document and related acceptance forms will not and may not be distributed, forwarded or transmitted into or within any jurisdiction where prohibited by applicable law, including, without limitation, Canada, Australia, New Zealand, South Africa, Hong Kong and Japan. The Offeror does not assume any responsibility in the event there is a violation by any person of such restrictions. Persons into whose possession this announcement or such other information should come are required to inform themselves about and to observe any such restrictions.
This announcement is not a tender offer document and, as such, does not constitute an offer or the solicitation of an offer to acquire the Shares. Investors may accept the Offer only on the basis of the information provided in the Offer Document. Offers will not be made directly or indirectly in any jurisdiction where either an offer or participation therein is prohibited by applicable law or where any tender offer document or registration or other requirements would apply in addition to those undertaken in Norway.
Notice to U.S. Holders
U.S. Holders (as defined below) are advised that the Shares are not listed on a U.S. securities exchange and that the Company is not subject to the periodic reporting requirements of the U.S. Securities Exchange Act of 1934, as amended (the “U.S. Exchange Act”), and is not required to, and does not, file any reports with the U.S. Securities and Exchange Commission (the “SEC”) thereunder. The Offer is being made to holders of Shares resident in the United States (“U.S. Holders”) on the same terms and conditions as those made to all other holders of Shares of the Company to whom an offer is made. Any information documents, including this Offer Document, are being disseminated to U.S. Holders on a basis comparable to the method that such documents are provided to the Company’s other shareholders to whom an offer is made. The Offer is being made by the Offeror and no one else.
The Offer relates to shares of a Norwegian company listed and trading on Euronext Oslo Børs and is subject to the legal provisions of the Norwegian Securities Trading Act regarding the implementation and disclosure requirements for such an offer, which differ substantially from the corresponding legal provisions of the United States. For example, the financial statements and certain financial information in this Offer Document have been determined in accordance with the International Financial Reporting Standards (“IFRS”) and may therefore not be comparable to the financial statements or financial information of U.S. companies and other companies whose financial information is determined in accordance with the Generally Accepted Accounting Principles of the United States.
The Offer is being made to U.S. Holders pursuant to section 14(e) and Regulation 14E under the U.S. Exchange Act as a “Tier I” tender offer, and otherwise in accordance with the requirements of Norwegian law. Accordingly, the Offer is subject to disclosure and other procedural requirements, including with respect to the offer timetable, that are different from those would be applicable under U.S. domestic tender offer procedures and law. Furthermore, the payment and settlement procedure with respect to the Offer will comply with the relevant rules of the Securities Trading Act, which differ from payment and settlement procedures customary in the United States, particularly with regard to the payment date of the consideration.
Pursuant to an exemption from Rule 14e-5 under the U.S. Exchange Act, the Offeror and its affiliates or brokers (acting as agents for the Offeror or its affiliates, as applicable) may from time to time, and other than pursuant to the Offer, directly or indirectly, purchase or arrange to purchase, Shares or any securities that are convertible into, exchangeable for or exercisable for such Shares outside the United States during the period in which the Offer remains open for acceptance, so long as those acquisitions or arrangements comply with applicable Norwegian law and practice and the provisions of such exemption. To the extent information about such purchases or arrangements to purchase is made public in Norway, such information will be disclosed by means of a press release or other means reasonably calculated to inform U.S. Holders of such information. In addition, the Financial Advisor may also engage in ordinary course trading activities in securities of the Company, which may include purchases or arrangements to purchase such securities.
Neither the SEC nor any securities supervisory authority of any state or other jurisdiction in the United States has approved or disapproved this Offer or reviewed it for its fairness, nor have the contents of this Offer Document or any other documentation relating to the Offer been reviewed for accuracy, completeness or fairness by the SEC nor any securities supervisory authority of any state or other jurisdiction in the United States. Any representation to the contrary is a criminal offence in the United States.