Adevinta — M&A Activity 2024

Apr 24, 2024

Fulfilment of Regulatory Approvals Condition and Settlement Notification for Voluntary Offer in Adevinta Asa 

Fulfilment of Regulatory Approvals Condition and Settlement Notification for Voluntary Offer in Adevinta Asa

NOT FOR DISTRIBUTION IN OR INTO AUSTRALIA, CANADA, HONG KONG, NEW ZEALAND, SOUTH

AFRICA, JAPAN OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE

WOULD BE UNLAWFUL OR REQUIRE PRIOR APPROVAL

24 April 2024

Reference is made to the offer document dated 22 December 2023 (the "Offer

Document") for the voluntary offer for all issued and outstanding ordinary class

A shares (the "Shares") in Adevinta ASA ("Adevinta" or the "Company") (such

offer, the "Offer") by Aurelia Bidco Norway AS (the "Offeror"). Reference is

further made to the stock exchange announcements dated 12 February 2024 and 22

February 2024 regarding the final results of the voluntary offer respectively,

whereby the Offeror announced that the condition for completion of the Offer

relating to "Minimum Acceptance", as set out in section 3.3 (i) (Closing

Conditions) of the Offer Document, has been satisfied.

The Offeror hereby announces that the conditions set out in the Offer Document

under section 3.3 (Closing Conditions) (i), (ii) and (iii), including the

receipt of all required regulatory approvals, as set out in section 3.8

(Regulatory Approvals), have been satisfied. Accordingly, this announcement

constitutes the "Settlement Notification" pursuant to section 3.5 and 3.10 of

the Offer Document.

Settlement of the Offer will, subject to applicable law, remain subject to the

following Closing Conditions: (iv) "Ordinary conduct of business", (v) "No

material breach", (vi) "No legal action" and (vii) "No Material Adverse Change",

as set out in section 3.3 (Closing Conditions), until settlement of the Offer.

In accordance with section 3.5 (Announcements and amendments to the Offer) of

the Offer Document, the Offeror hereby announces that the settlement of the

Offer is expected to be made to shareholders having accepted the offer (each

such shareholder an "Accepting Shareholder") on 29 May 2024.

Each Accepting Shareholder who has elected to receive cash consideration (the

"Cash Consideration") will receive NOK 115 per Share paid in cash. Settlement of

the Cash Consideration will be made in accordance with Section 3.10.1 of the

Offer Document.

Each Accepting Shareholder who has chosen to receive depository receipts (the

"Depository Receipts") representing shares in an indirect parent company of the

Offeror (the "Issuer"), by way of opting for the 100% Share Alternative (as

defined in the Offer Document) or the 50% Share Alternative (as defined in the

Offer Document), will receive such Depository Receipts representing the same

number of shares in the Issuer by way of entering into a subscription and

issuance agreement between the Dutch foundation issuing the Depository Receipts

(the "Foundation") and the Accepting Shareholder, and by the relevant Accepting

Shareholders being listed as holder of the relevant number of Depository

Receipts in the register of depository receipts of the Foundation.

As further described in section 3.4 (Procedures for accepting the Offer) in the

Offer Document, Accepting Shareholders who have opted for one of the Share

Alternatives (as defined in the Offer Document), must issue a power of attorney

to the Receiving Agent for the execution of the subscription and issuance

agreement for the Depository Receipts. The power of attorney (together with an

Authority Statement (as defined in the Offer Document), if applicable) must be

received by the Receiving Agent on or before to the sixth Business Day (as

defined in the Offer Document) prior to the settlement date 29 May 2024, being

16 May 2024. In the event that such power of attorney has not been received by

the Receiving Agent within 16 May 2024, the relevant Accepting Shareholder will

be deemed to have accepted, and will receive, Cash Consideration for its Shares

instead of Depository Receipts. A template of the power of attorney is included

in the Offer Document and available at the following webpage: www.abgsc.com

(http://www.abgsc.com).

Upon completion of the Offer, subject to the Closing Conditions, the Offeror

intends to proceed with a compulsory acquisition of the remaining shares in

Adevinta pursuant to section 4-25 of the Norwegian Public Companies Act and

section 6-22 of the Norwegian Securities Trading Act and consequently proceed

with steps to delist the Company from the Oslo Stock Exchange. Further

announcements will be made if and when appropriate.

For further information, visit: www.abgsc.com (http://www.abgsc.com)

Advisers

ABG Sundal Collier ASA and Goldman Sachs Bank Europe SE, Amsterdam Branch are

acting as financial advisers to the Offeror in the process. Freshfields

Bruckhaus Deringer LLP, Latham & Watkins LLP and Wikborg Rein Advokatfirma AS

are acting as legal advisers to the Offeror in the process.

Contacts

International media relations

Carl Leijonhufvud, Permira

Carl.Leijonhufvud@Permira.com

+44 (0) 7586 695 549

James Williams, Permira

james.williams@Permira.com

+44 (0) 7747 006 407

Rebecca Flower, Blackstone

Rebecca.Flower@Blackstone.com

+44 (0)7918 360372

Stephen Lewis, Blackstone

Stephen.M.Lewis@Blackstone.com

+44 (0)7780 057345

Norwegian media

Marte Ramuz Eriksen, Zynk

mre@zynk.no

+47 952 21 425

Swedish media

Birgitta Henriksson, Fogel & Partners

birgitta.henriksson@fogelpartners.se

+46 (0)708 128 639

For administrative questions regarding the Offer, please contact your bank or

the nominee registered as holder of your shares.

Important notice

This announcement and any related Offer documentation are not being distributed

and must not be mailed or otherwise distributed or sent in or into any country

in which the distribution or offering would require any such additional measures

to be taken or would be in conflict with any law or regulation in such country -

any such action will not be permitted or sanctioned by the Investors. Any

purported acceptance of the Offer resulting directly or indirectly from a

violation of these restrictions may be disregarded.

This announcement is for informational purposes only and is not a tender offer

document and, as such, is not intended to constitute or form any part of an

offer or the solicitation of an offer to purchase, otherwise acquire, subscribe

for, sell or otherwise dispose of any securities or the solicitation of any vote

or approval in any jurisdiction, pursuant to the Offer or otherwise. The offer

period under the Offer has expired. Accordingly, investors may no longer accept

the Offer. Offers have not been and 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.

The Offer 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 form 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 in the United States should review "Notice to U.S.

Holders" below. Persons into whose possession this announcement or such other

information should come are required to inform themselves about and to observe

any such restrictions.

Goldman Sachs Bank Europe SE, Amsterdam Branch is acting exclusively for Aurelia

Netherlands Midco 2 B.V. (as an indirect parent of the Offeror) and no one else

in connection with the Offer and will not be responsible to anyone other than

Aurelia Netherlands Midco 2 B.V. for providing the protections afforded to

clients of Goldman Sachs Bank Europe SE, Amsterdam Branch, nor for providing

advice in connection with the Offer or any other matters referred to in this

document.

Forward-looking statements

This announcement, verbal statements made regarding the Offer and other

information published by the Offeror may contain certain statements about the

Company and the Offeror that are or may be forward-looking statements. These

forward-looking statements can be identified by the fact that they do not relate

only to historical or current facts. Forward-looking statements sometimes use

words such as "may", "will", "seek", "continue", "aim", "anticipate", "target",

"expect", "estimate", "intend", "plan", "goal", "believe" or other words of

similar meaning. Examples of forward-looking statements include, among others,

statements regarding the Company's or the Offeror's future financial position,

income growth, assets, impairment charges, business strategy, leverage, payment

of dividends, projected levels of growth, projected costs, estimates of capital

expenditures, and plans and objectives for future operations and other

statements that are not historical fact. By their nature, forward-looking

statements involve risk and uncertainty because they relate to future events and

circumstances, including, but not limited to, Norwegian domestic and global

economic and business conditions, the effects of volatility in credit markets,

market-related risks such as changes in interest rates and exchange rates,

effects of changes in valuation of credit market exposures, changes in valuation

of issued notes, the policies and actions of governmental and regulatory

authorities, changes in legislation, the further development of standards and

interpretations under International Financial Reporting Standards ("IFRS")

applicable to past, current and future periods, evolving practices with regard

to the interpretation and application of standards under IFRS, the outcome of

pending and future litigations, the success of future acquisitions and other

strategic transactions and the impact of competition - a number of such factors

being beyond the Company's and the Offeror's control. As a result, actual future

results may differ materially from the plans, goals, and expectations set forth

in these forward-looking statements.

Any forward-looking statements made herein speak only as of the date they are

made. Except as required by law, the Offeror disclaims any obligation or

undertaking to release publicly any updates or revisions to any forward-looking

statements contained in this announcement to reflect any change in the Offeror's

expectations with regard thereto or any change in events, conditions or

circumstances on which any such statement is based.

Notice to U.S. shareholders

The Offer and the distribution of this announcement and other information in

connection with the Offer are made available to shareholders in the United

States of America (the "U.S." or "United States"), and to U.S. persons, in

compliance with applicable U.S. securities laws and regulations, including

section 14(e) and Regulation 14E under the U.S. Securities Exchange Act of

1934, as amended (the "U.S. Exchange Act"). The Depository Receipts have not

been, and will not be, registered under the U.S. Securities Act of 1933, as

amended (the "U.S. Securities Act"), or the securities laws of any state or

jurisdiction in the United States and may not be offered or sold in the United

States except pursuant to an applicable exemption from, or in a transaction not

subject to, the registration requirements of the U.S. Securities Act or in

compliance with any applicable securities laws of any state or other

jurisdiction of the United States. Consequently, Depository Receipts are not

being offered, sold or delivered, directly or indirectly, in or into the United

States or to U.S. persons, unless registered under the U.S. Securities Act and

applicable state securities laws or an exemption from such registration is

available. Depository Receipts will only be made available in the United States

to QIBs (as defined in Rule 144A under the U.S Securities Act ("Rule 144A") or

Accredited Investors (as defined in Rule 501(a) under the U.S. Securities Act)

in transactions that are exempt from the registration requirements of the U.S.

Securities Act and in compliance with any applicable U.S. state "blue sky"

securities laws. Such shareholders will be required to make such

acknowledgements and representations to, and agreements with, the Issuer as the

Issuer may require to establish that they are entitled to receive Depository

Receipts. The Depository Receipts will only be sold to persons outside the

United States in accordance with Regulation S of the U.S. Securities Act. U.S.

investors who are unable to receive Depository Receipts may only elect to

receive cash consideration.

None of the Depository Receipts, the Offer Document, the acceptance form or any

other document relating to the offering of Depository Receipts, has been

approved or disapproved by the U.S. Securities and Exchange Commission (the

"SEC"), any state securities commission in the United States or any other U.S.

regulatory authority, nor have such authorities passed upon or determined the

adequacy or accuracy of the information contained in the Offer Document and the

merits of the Offer. Any representation to the contrary is a criminal offence in

the United States.

In accordance with normal Norwegian practice and pursuant to Rule 14e-5(b) of

the U.S. Exchange Act, the Offeror or its nominees, or its brokers (acting as

agents), may from time to time make certain purchases of, or arrangements to

purchase, Adevinta shares outside of the United States, other than pursuant to

the Offer. These purchases may occur either in the open market at prevailing

prices or in private transactions at negotiated prices. Any information about

such purchases will be disclosed as required in Norway and will be reported to

an officially appointed mechanism of Oslo Stock Exchange and will be available

on the Oslo Stock Exchange' website: https://www.euronext.com/en/markets/oslo.

The United Kingdom

In the United Kingdom (the "UK"), this announcement is only being distributed to

and is only directed at persons who are also (i) investment professionals

falling within Article 19(5) of the Financial Services and Markets Act 2000

(Financial Promotion) Order 2005 (as amended, the "Order"); or (ii) high net

worth companies and other persons falling within Article 49(2)(a) to (d) of the

Order; or (iii) persons to whom distributions may otherwise lawfully be made,

(all such persons together being referred to as "Relevant Persons"). In the UK,

the Depository Receipts are only available to, and any invitation, offer or

agreement to subscribe, purchase or otherwise acquire such shares will be

engaged in only with, Relevant Persons. Any such person who is not a Relevant

Person should not act or rely on this announcement or any of its contents. This

announcement is directed only at Relevant Persons and must not be acted on or

relied on by persons who are not Relevant Persons. Any investment or investment

activity to which this announcement relates is available only to Relevant

Persons and will be engaged in only with Relevant Persons.

The European Economic Area

This announcement has been prepared on the basis that any offer of securities in

any Member State of the European Economic Area which has implemented the

Prospectus Regulation (EU) (2017/1129, as amended, the "Prospectus Regulation")

(each, a "Relevant State") will be made pursuant to an exemption under the

Prospectus Regulation, as implemented in that Relevant State, from the

requirement to publish a prospectus for offers of securities. Accordingly, any

person making or intending to make any offer in that Relevant State of

securities, which are the subject of the offering contemplated in this

announcement, may only do so in circumstances in which no obligation arises for

the Offeror to publish a prospectus pursuant to Article 3 of the Prospectus

Regulation or supplement a prospectus pursuant to Article 16 of the Prospectus

Regulation, in each case, in relation to such offer. Neither the Offeror, the

Investors nor any of the advisors have authorised, nor do they authorise, the

making of any offer of the securities through any financial intermediary, other

than offers made by the Offeror which constitute the final placement of the

securities contemplated in this announcement. Neither the Offeror, the Investors

nor any of the advisors have authorised, nor do they authorise, the making of

any offer of securities in circumstances in which an obligation arises to

publish or supplement a prospectus for such offer.

The issue, subscription or purchase of Depository Receipts in the Issuer is

subject to specific legal or regulatory restrictions in certain jurisdictions.

Neither the Issuer, the Offeror nor their advisors assume any responsibility in

the event there is a violation by any person of such restrictions.

****

This information is subject to the disclosure requirements pursuant to Section

5-12 the Norwegian Securities Trading Act