Q-Free - Juniper Holdco AS announces compulsory acquisition
Q-Free - Juniper Holdco AS announces compulsory acquisition
Reference is made to the stock exchange announcement on 24 November 2023
regarding the results of Juniper Holdco AS' (the "Offeror") mandatory offer for
all outstanding shares in Q-Free ASA ("Q-Free" or the "Company") not already
owned by the Offeror (the "Mandatory Offer"), where the Offeror also confirms
its intention to carry out a compulsory acquisition and delisting.
Following completion of the Mandatory Offer, the Offeror currently owns
106,656,388 shares in the Company, representing 95.88% of the total shares and
voting rights.
The board of directors of the Offeror has today, 3 December 2023, resolved to
carry out the compulsory acquisition of all remaining shares in Q-Free not owned
by the Offeror, pursuant to the Norwegian Public Limited Liability Companies Act
section 4-25 cf. the Norwegian Securities Trading Act section 6-22 (1). As a
consequence, the Offeror has assumed ownership of all shares in the Company.
The offered redemption price under the compulsory acquisition is NOK 12.00 per
share, which corresponds to the offer price in the preceding mandatory offer
and, according to the Norwegian Securities Trading Act section 6-22 (2), is the
applicable redemption price in a subsequent compulsory acquisition. The Offeror
has deposited the total acquisition amount on a separate account with Nordea, in
accordance with the Norwegian Public Limited Liability Companies Act section 4
-25 (5).
A notice regarding the compulsory acquisition will be sent to all former
shareholders subject to the compulsory transfer, 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.
Brønnøysundregistrene) if required pursuant to applicable law.
As a consequence of the compulsory acquisition, the Offeror will pursue a de
-listing of the Company's shares from Oslo Børs. Separate stock exchange notices
will be published regarding the timing for such delisting.
Oslo Børs is requested to suspend the Company's shares from trading without
delay.
Contacts:
Q-Free: Trond Christensen, President & CEO / CFO, Q-Free ASA Tel: +47 481 02 754
Email: [email protected]
Guardian: Robert Mah, President, Guardian Smart Infrastructure Management Inc.
Tel: +1-416-947-4033 Email: [email protected]
Rieber: Øystein Elgan, Director Tel: +47 901 08 833 Email: [email protected]
Advisers:
Advokatfirmaet Schjødt AS and Kirkland & Ellis are acting as legal advisors to
Guardian. Wikborg Rein Advokatfirma AS is acting as legal advisor to Rieber.
Advokatfirmaet Thommessen AS is acting as legal advisors to the Company.
Harris Williams is acting as financial adviser to Guardian.
About Q-Free: Q-Free ASA (OSE: QFR) is a global innovator in intelligent
transportation systems that improve traffic flow, road safety, and air quality.
With an open, collaborative approach to tolling, traffic and active
transportation management, Q-Free works with customers and partners on every
continent to digitize infrastructure and overcome modern mobility challenges for
the greater good of society. Headquartered in Trondheim, Norway, Q-Free has
annual revenues of approximately 1 billion NOK and employs approximately 360
transportation innovators, experts, and enthusiasts. To learn more about how Q
-Free is "changing the movements of life", visit www.q-free.com or Twitter: @Q
-FreeASA.
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