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Asetek A/S — M&A Activity 2026
Apr 9, 2026
6301_rns_2026-04-09_17e5d8df-1141-4697-85ab-4ba646421e27.pdf
M&A Activity
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NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR TO ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION.
THIS ANNOUNCEMENT IS MADE PURSUANT TO SECTION 21(3) OF THE DANISH EXECUTIVE ORDER NO. 614 OF 2 JUNE 2025 ON TAKEOVER OFFERS
9 April 2026
CQXA Holdings Pte. Ltd. announces the preliminary result of its all-cash voluntary recommended public takeover offer for the shares in Asetek A/S
On 25 November 2025, CQXA Holdings Pte. Ltd. (the "Offeror"), announced its decision to make an all-cash voluntary recommended public takeover offer to the shareholders of Asetek A/S (the "Company" or "Asetek") (the "Offer"). The offer document relating to the Offer (the "Offer Document"), approved by the Danish Financial Supervisory Authority, was published on 19 December 2025. Subsequently, four supplements to the Offer Document have been published: (i) the supplement to the Offer Document approved by the Danish Financial Supervisory Authority and published on 23 January 2026, (ii) the supplement to the Offer Document approved by the Danish Financial Supervisory Authority and published on 13 February 2026, (iii) the supplement to the Offer Document approved by the Danish Financial Supervisory Authority and published on 3 March 2026, and (iv) the supplement to the Offer Document approved by the Danish Financial Supervisory Authority and published on 19 March 2026 (together the "Supplements").
Today, following four extensions of the offer period as set forth in the Supplements to the Offer Document, and in accordance with Section 21(3) of the Danish Executive Order no. 614 of 2 June 2025 on takeover offers (in Danish: "bekendtgørelse nr. 614 af 2. juni 2025 om overtagelsestilbud") (the "Danish Takeover Order"), the Offeror announces the preliminary result of the Offer.
Preliminary result of the Offer
The fourth extended offer period expired on 8 April 2026 at 23:59 (CET). The preliminary and non-binding calculation of acceptances shows that the Offeror has received acceptances under the Offer in respect of 303,289,687 shares, representing approx. 95.3 per cent of the Company's entire share capital and attaching voting rights, excluding any treasury shares.
The calculation of the number of shares tendered in the Offer is preliminary and remains subject to potential adjustments through a verification process currently being undertaken by Jyske Bank A/S, as settlement agent.
Subject to the final result, and on the basis of the preliminary result together with the required regulatory clearances having been obtained, the Offeror considers that all conditions to completion set out in the
Offer Document have been satisfied, and the Offeror hereby announces that the Offer is concluded and will be completed on the terms set out in the Offer Document and the Supplements.
Final result
In accordance with section 21(3) of the Danish Takeover Order, the Offeror will, no later than 14 April 2026, announce the final result of the Offer.
Completion and settlement
Completion and settlement of the Offer is expected to occur on 21 April 2026 (the “Completion Date”).
The cash consideration will be paid on the Completion Date to each shareholder who has validly accepted the Offer by credit to the cash account linked to such shareholder’s book-entry account. If a shareholder’s cash account is held with a different financial institution than the account-holding institution for the relevant book-entry account, the cash consideration will ordinarily be credited approximately two (2) business days later, subject to applicable interbank settlement cycles.
Settlement of the Offer will be effected through Jyske Bank A/S, as settlement bank, and be settled in Euronext Securities Copenhagen in accordance with the procedures set out in the Offer Document.
Compulsory acquisition and delisting
As the Offeror will, upon completion of the Offer, hold more than 90 per cent of the shares in the Company and attaching voting rights, excluding any treasury shares, as applicable, the Offeror will, as soon as practicable, initiate and complete a compulsory acquisition of the remaining shares held by minority shareholders of the Company in accordance with section 70 of the Danish Companies Act and the VP Rule Book issued by Euronext Securities Copenhagen.
In addition, the Offeror will seek to have the Company’s shares removed from trading and official listing on Nasdaq Copenhagen A/S and will in due course propose appropriate amendments to the articles of association of the Company to reflect such delisting.
Further information regarding the compulsory acquisition and the delisting will be provided in separate announcements.
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Contacts
For more information, please contact:
CQXA Holdings Pte. Ltd., Securities Department, e-mail: [email protected]
Versions
This announcement has been prepared in both Danish and English. In case of any inconsistency between the two versions, the Danish version shall prevail.
Disclaimer
This announcement does not constitute an offer or invitation to purchase any securities in Asetek or a solicitation of an offer to buy any securities in Asetek, pursuant to the Offer or otherwise. The Offer was made solely by means of the offer document, as amended by the supplements, approved by the Danish Financial Supervisory Authority, which contain the full terms and conditions of the Offer, including details of how the Offer could be accepted.
Restricted jurisdictions
The Offer was not made, and the Asetek shares are and will not be accepted for purchase from or on behalf of persons, directly or indirectly, in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities or other laws or regulations of such jurisdiction or would require any registration, approval or any other measures with any regulatory authority not expressly contemplated by the Offer Document, as amended by the Supplements (the "Restricted Jurisdictions"). Neither the United States nor the United Kingdom is a Restricted Jurisdiction.
Persons obtaining this announcement and/or into whose possession this announcement comes are required to take due note and observe all such restrictions and obtain any necessary authorisations, approvals or consents. Neither the Offeror nor any of its advisors accepts any liability for any violation by any person of any such restriction. Any person (including, without limitation, custodians, nominees, fiduciaries, account holding institutions, trustees and other intermediaries) who intends to forward this announcement to any jurisdiction outside Denmark or the United States should inform themselves of the laws of the relevant jurisdiction, before taking any action. The distribution of this announcement in jurisdictions other than Denmark or the United States may be restricted by law, and, therefore, persons who come into possession of this announcement should inform themselves about and observe such restrictions. Any failure to comply with any such restrictions may constitute a violation of the securities laws and regulations of any such jurisdiction.
The Offeror is not responsible for ensuring that the distribution, dissemination or communication of this announcement or the Offer Document, and Supplements outside Denmark, the United States and the United Kingdom is consistent with applicable law in any jurisdiction other than Denmark, the United States and the United Kingdom.
Information for Shareholders in the United States
The Offer was made in respect of the shares in Asetek, a public limited liability company incorporated and admitted to trading on a regulated market in Denmark.
Asetek shareholders who are resident in the United States ("Asetek U.S. Shareholders") are advised that the Asetek shares are not listed on a U.S. securities exchange and that Asetek is not subject to the 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 was also made to Asetek U.S. Shareholders on the same terms and conditions as those applying to all other Asetek shareholders to whom an offer was made. The Offer was being made by the Offeror and no one else.
The Offer is subject to and being made in accordance with the requirements of Danish Law, including the Danish Capital Markets Act and the Danish Takeover Order, and Danish practice. The Offer was made in compliance with the applicable U.S. tender offer rules under the U.S. Exchange Act, including Regulation 14E promulgated thereunder, subject to the relief available for "Tier II" cross-border tender offers, and otherwise in accordance with Danish Law.
Accordingly, Asetek U.S. Shareholders should be aware that this announcement and any other documents regarding the Offer have been prepared in accordance with, and will be subject to, the disclosure and other procedural requirements, including with respect to withdrawal rights, the Offer timetable, settlement procedures and timing of payments of Danish law and practice, which may materially differ from those applicable under U.S. domestic tender offer law and practice. In addition, the financial information contained in this announcement, or the Offer Document, and Supplements has not been prepared in accordance with generally accepted accounting principles in the United States, or derived therefrom, and may therefore differ from, or not be comparable with, financial information of U.S. companies.
Unless required by law, no registrations, approvals, admissions or authorisations have been applied for or granted in respect of this announcement and/or the Offer outside of Denmark.
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In accordance with the laws of, and practice in, Denmark and to the extent permitted by applicable law, including Rule 14e-5(b) under the U.S. Exchange Act, the Offeror, the Offeror's affiliates or any nominees or brokers of the foregoing (acting as agents, or in a similar capacity, for the Offeror or any of its affiliates, as applicable) may from time to time, and other than pursuant to the Offer, directly or indirectly, purchase, or arrange to purchase, Asetek shares or any securities that are convertible into, exchangeable for or exercisable for such Asetek shares, inside or outside the United States, before or during the period in which the Offer remains open for acceptance so long as those acquisitions or arrangements comply with applicable Danish law and practice. 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 announced via Nasdaq Copenhagen and relevant electronic media if, and to the extent, such announcement is required under applicable Danish law and practice. To the extent information about such purchases or arrangements to purchase is made public in Denmark, such information will be disclosed by means of a press release or other means reasonably calculated to inform Asetek U.S. Shareholders of such information.
In addition, subject to the applicable laws of Denmark and U.S. securities laws, including Rule 14e-5 under the U.S. Exchange Act, the financial advisers to the Offeror or their respective affiliates may also engage in ordinary course trading activities in securities of Asetek, which may include purchases or arrangements to purchase such securities.
In the ordinary course of business, the financial advisers to the Offeror and its affiliates may make or hold a broad array of investments including serving as counterparties to certain derivative and hedging arrangements and actively trade debt and equity financial instruments (or related derivative financial instruments) and other types of financial instruments (including bank loans) for their own account and for the accounts of their customers, and such investment and financial instrument activities may involve securities and/or instruments of Asetek.
It may not be possible for Asetek U.S. Shareholders to effect service of process within the United States upon Asetek, the Offeror or any of their respective affiliates, or their respective officers or directors, some or all of which may reside outside the United States, or to enforce against any of them judgments of the United States courts predicated upon the civil liability provisions of the federal securities laws of the United States or other U.S. law. It may not be possible to bring an action against the Offeror, Asetek and/or their respective affiliates, or their respective officers or directors (as applicable) in a non-US court for violations of U.S. laws. Further, it may not be possible to compel the Offeror and/or Asetek or their respective affiliates, or their respective officers or directors, as applicable, to subject themselves to the judgment of a U.S. court. In addition, it may be difficult to enforce in Denmark original actions, or actions for the enforcement of judgments of U.S. courts, based on the civil liability provisions of the U.S. federal securities laws.
The receipt by an Asetek U.S. Shareholder of cash consideration pursuant to the Offer may constitute a taxable transaction for purposes of U.S. federal income tax and applicable U.S. state and local law, as well as foreign and other tax laws. Each Asetek U.S. Shareholder is urged to consult its independent professional adviser immediately regarding the tax consequences of the Offer.
NEITHER THE S.E.C. NOR ANY SECURITIES COMMISSION OR OTHER REGULATORY AUTHORITY IN ANY STATE OF THE U.S. HAS APPROVED OR DECLINED TO APPROVE THE OFFER OR THIS ANNOUNCEMENT, PASSED UPON THE FAIRNESS OR MERITS OF THE OFFER OR PROVIDED AN OPINION AS TO THE ACCURACY OR COMPLETENESS OF THIS ANNOUNCEMENT OR ANY OFFER DOCUMENT OR SUPPLEMENTS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE IN THE UNITED STATES.
Notice to U.K. Shareholders
In relation to the United Kingdom, this announcement is directed only at persons who: (i) are outside the United Kingdom; (ii) have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “FPO Order”); (iii) fall within Article 49(2)(a)-(d) (“high net worth companies, unincorporated associations, etc.”) of the FPO Order; or (iv) it may otherwise lawfully be communicated to (all such persons together being referred to as “Relevant Persons”). Any investment or investment activity to which this announcement relates is only available to, and will only be engaged in with, Relevant Persons. Any person who is not a Relevant Person should not act or rely on this announcement or any of its contents.
Note regarding forward-looking statements
This announcement contains forward-looking statements and statements of future expectations that reflect the Offeror's current views and assumptions with respect to future events, including the expected timing and completion thereof. These "forward-looking" statements may discuss expectations, identify strategies, contain projections or state other forward-looking information and include, but are not limited to, statements related to the expected structure and schedule for completion of the Offer and related matters described in this announcement, the management and prospects of Asetek's business after the completion of the Offer, Asetek's current plans with respect to the Offer and the business, management and prospects of Asetek. These statements do not guarantee business performance in the future. They carry known or unknown risks, uncertainties, and other factors that may differ significantly from the actual performance, development or financial position of the Offeror and Asetek in the future.
These forward-looking statements can be identified by the use of forward-looking terminology, such as
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"aims," "believes," "expects," "estimates," "may," "anticipates," "assumes," "assesses," "contemplates," "plans," "intends," "should," "will," "seeks," "forecasts," "in the future", or the negative of these terms or similar expressions, or in particular by discussions about "strategy," "targets," "plans," or "intentions". There is a possibility that actual business results may materially differ from those expressed in or implied by such forward-looking statements due to various factors. Such factors include, but are not limited to, the following: (i) uncertainties related to the structure and schedule for completion of the Offer, (ii) Asetek's shareholders may or may not tender their shares to the Offeror, (iii) a proposal that competes with the Offer may be made, (iv) the possibility that the announcement of the Offer may cause difficulty in keeping the relations with Asetek's management and employees (including key employees), customers, suppliers and other trading or business partners, (v) the risk that a lawsuit related to the Asetek shares will be filed and that the defence thereof may cost significant expenses or lead to large payments, (vi) the impact of changes in the legislative system, accounting standards and other management environments related to the relevant parties, (vii) issues in implementing business strategies, (viii) the impact of financial uncertainties and changes in other general economic and industrial conditions, (ix) Offer costs, (x) fixed or contingent liabilities that may materialize and/or the potential needs for increased investments (including investments arising from increased demand, new business opportunities, and/or the development of new technology), and (xi) other risks set forth in the documents publicly disclosed by the Offeror or Asetek. Neither the Offeror nor Asetek has a duty of updating the forward-looking statements as a result of the emergence of new information, future circumstances or other circumstances, unless the updating is explicitly required by applicable law.
While Asetek believes that the expectations reflected in these forward-looking statements are reasonable as of the date of this announcement, such forward-looking statements are based on the Offeror's current expectations, estimates, forecasts, assumptions and projections about Asetek's business and, following completion of the Offer, including settlement of the Offer in accordance with the terms and conditions as set out in the Offer Document, as amended by the Supplements, Asetek business and the industry in which Asetek operates. These statements are primarily based on publicly available information which has been extracted from publications, reports and other documents prepared by Asetek and/or the Offeror and are not guarantees of future performance or development and involve known and unknown risks, uncertainties and other important factors beyond the Offeror and/or Asetek's control that could cause the Offeror or Asetek's actual results, performance or achievements to differ materially from any future results, performance or achievements expressed or implied by such forward-looking statements.
Other than to the extent required by applicable law, neither the Offeror nor any of its advisors assume any obligation to update or revise such forward-looking statements contained herein or to reflect any change in their respective expectations with regard thereto or any change in events, new information, conditions or circumstances on which any such statement is based and to adapt them to future events or developments.
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