Chat with Filing

Ask questions about this document

Please log in or register to use the chat feature. Please register first.

TAR - Edison Bidco AS Announces Compulsory Acquisition of Remaining Issued and Outstanding Shares in Volue ASA

Company: Volue ASA Date: 2024-10-29 Language: English Register to download

Loading document preview...

Document Preview Not Available

The file type (.html) cannot be displayed directly here.

Open Original File

Error loading document preview. Please try the 'Open Original File' link.

You're One Click Away From The Full Filing

Instantly access this document—and 2.8M more—for free. Select your preferred method:

Continue with Google Continue with Microsoft Continue with Facebook Continue with Amazon

 Edison Bidco AS Announces Compulsory Acquisition of Remaining Issued and Outstanding Shares in Volue ASA

# Edison Bidco AS Announces Compulsory Acquisition of Remaining Issued and Outstanding Shares in Volue ASA

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, 29 October 2024 – Reference is made to the stock exchange announcement made on 28 October 2024 regarding the final results of the voluntary cash tender offer (the "Offer") made 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") to acquire all of the outstanding shares (the “Shares”) in Volue ASA ("Volue" or the "Company") at a price of NOK 42.00 per Share (the "Offer Price").  

  

Following completion of the Offer, the Offeror holds 142,322,514 shares in the Company, representing approx. 98.9% of the total share capital and voting rights in Volue.  

  

The board of directors of the Offeror has resolved, with effect from close of trading on the Oslo Stock Exchange today, 29 October 2024, a compulsory acquisition of all Shares not owned by the Offeror, pursuant to Section 4-25 of the Norwegian Public Limited Liability Companies Act and Section 6-22 (1) of the Norwegian Securities Trading Act. As a consequence, the Offeror has assumed ownership of all Shares in the Company.  

  

The offered redemption price in the compulsory acquisition is NOK 42 per Share (the "Redemption Price"), which is equal to the Offer Price in the Offer. The Offeror has obtained a statutory guarantee for the settlement of the Redemption Price in the compulsory acquisition in accordance with Section 6-22 (3) no. 3 of the Norwegian Securities Trading Act.  

  

Any objections to, or rejection of, the Redemption Price must be received at the latest by 23:59 hours (CET) on 29 December 2024 (the "Objection Deadline"). Former shareholders of the Company who do not object to, or reject, the Redemption Price within the Objection Deadline will be deemed to have accepted the Redemption Price.  

  

Settlement of the Redemption Price will occur on 5 November. A notice 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 (Nw.: Foretaksregisteret).  

  

Following the compulsory acquisition, the Offeror will pursue a delisting of the Shares from the Oslo Stock Exchange.  

  

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 and Generation and Clifford Chance LLP is acting as legal advisor to Generation. ABG Sundal Collier ASA is acting as financial advisor to AFK while Advokatfirmaet Wiersholm AS is acting as legal advisor to AFK. First House is acting as communication advisors to Advent, AFK and Generation.

Unlock Europe's Largest Financial Database—Free

Get instant access to over 2.8M filings from 8,970 companies across 44 markets. No cost. No hassle. Just results.