Transaction in Own Shares • Nov 20, 2024
Transaction in Own Shares
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COMPULSORY ACQUISITION OF SHARES IN BEERENBERG
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, INTO OR WITHIN CANADA, AUSTRALIA, NEW ZEALAND, SOUTH AFRICA, HONG KONG, JAPAN OR ANY OTHER JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
20 November 2024: Reference is made to the announcement made earlier today regarding the completion of the board recommended voluntary unregulated cash offer (the "Offer") made by Altrad Investment Authority S.A.S ("Altrad" or the "Offeror") to acquire all outstanding shares ("Shares") in Beerenberg AS ("Beerenberg" or the "Company") not already owned by the Offeror. Following completion of the Offer, Altrad owns a total of 23,702,252 Shares, which corresponds to approximately 96.47% of the issued and outstanding share capital and voting rights of the Company.
Altrad has resolved, effective from after close of trading on the Euronext Growth Oslo today, to carry out a compulsory acquisition of all remaining Shares in Beerenberg not owned by Altrad, pursuant to section 4-26 of the Norwegian Private Limited Liability Companies Act. As a consequence, Altrad has from such time become the sole owner of Beerenberg.
The offered redemption price under the compulsory acquisition will be NOK 41.50 per Share, which corresponds to the offer price in the Offer. The Offeror has deposited the total redemption amount for the remaining Shares into a designated account in a bank licensed to operate in Norway in accordance with requirement set out in the Norwegian Private Limited Liability Companies Act section 4-26 (5). Settlement of the redemption price is expected to occur as soon as possible and is expected within 29 November 2024.
Any objections to, or rejection of, the offered compulsory acquisition redemption price must be made at the latest by 26 January 2025. Former shareholders of Beerenberg who do not object to, or reject, the offered compulsory acquisition redemption price within this deadline will be deemed to have accepted the compulsory acquisition redemption price. A letter regarding the compulsory acquisition will be sent to all former shareholders subject to the compulsory acquisition whose addresses are known. In addition, the compulsory acquisition will be announced through the electronic notice service of the Norwegian Register of Business Enterprises.
Following the compulsory acquisition, Altrad will pursue a delisting of Beerenberg's Shares from Euronext Growth Oslo. A separate announcement will be made regarding such delisting.
Advisers
BNP Paribas is acting as exclusive financial adviser and Advokatfirmaet Wiersholm AS is acting as legal adviser to Altrad. Danske Bank, Norwegian branch is acting as receiving agent for the Offer.
SpareBank 1 Markets AS is acting as financial advisor and Wikborg Rein Advokatfirma AS is acting as legal advisor to Beerenberg.
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