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Exicon Co., Ltd. — M&A Activity 2016
Jun 3, 2016
16401_rns_2016-06-03_628ceacf-2be3-4b49-8d79-e57b6ef56474.pdf
M&A Activity
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3 June 2016
Second Supplement to the Recommended Public Conditional Voluntary Offer to the Shareholders of Exiqon A/S dated 19 April 2016.
Definitions applied in this supplement to the Offer Document of 19 April 2016 (the "Supplement") shall have the same meaning as set out in the Offer Document.
In accordance with Section 9 of the Danish Takeover Order and as set forth in the Offer Document, the Offer Period is being extended.
Extension of the Offer Period
The Offeror has decided to extend the Offer Period whereby the Offer is valid as of 19 April 2016 and expires on 20 June 2016 at 23:59 (CET).
Acceptance of the Offer must be received by Danske Bank A/S, who acts as the Offeror's representative through the Exiqon Shareholders' own custodian banks prior to expiry of the Offer Period.
The extension of the Offer Period means that Clause 5.1 of the Offer Document is changed to the following:
"The Offer is valid as of 19 April 2016 and expires on 20 June 2016 at 23:59 (CET) or on expiry of an extension of the Offer Period as set out below. Acceptance of the Offer must be received by Danske Bank A/S before expiry of the Offer Period."
In addition, and as a consequence of the extension of the Offer Period the table included in section 1.2 of the Offer Document has been updated and accordingly the following dates should be noted in relation to the Offer:
29 March 2016 The Offeror's announcement concerning its decision to submit the Offer 19 April 2016 Submission of the Offer 19 April 2016 Release of the Board of Directors' recommendation to the Exiqon Shareholders 19 May 2016 Release of the Offeror's first supplement to the Offer 3 June 2016 Release of this Supplement to the Offer 20 June 2016 Expected date of expiry of the Offer Period 21 June 2016 Expected date of announcement of the result of the Offer 24 June 2016 Expected Completion (including settlement) of the Offer based on the Offer Period expiring on 20 June 2016
Reference is made to the information about the Offer Period and any extensions thereof as described in this Offer Document.
All other terms and conditions of the Offer are unchanged.
This Supplement should be read in conjunction with the Offer Document.
Unless the Offer Period is further extended, the Offeror will announce the preliminary result of the Offer through the Danish FSA, NASDAQ Copenhagen and through electronic media no later than eighteen 18 hours after expiry of the Offer Period, i.e. on Tuesday 21 June 2016. The Offeror will announce the final result of the Offer on or before 24 June 2016, which is three days after the completion of the Offer. See Section 21(3) of the Danish Takeover Order.
Shareholders in the Company who have already submitted an acceptance form do not need to take any action. Shareholders who have not submitted an acceptance form and wish to accept the Offer should follow the instructions set out in section 5.5 of the Offer Document.
The Netherlands, 3 June 2016
Mr. Peer Michael Schatz, Chief Executive Officer of QIAGEN N.V.
IMPORTANT MESSAGES
No persons are authorised to disclose any information on behalf of the Offeror which is not contained in this Supplement.
If given or made, such information or representation cannot be relied on as having been authorised by the Offeror.
The Offer is not directed at shareholders whose participation in the Offer would require the issuance of an offer document, registration or activities other than what is required under Danish law. The Offer is not made, directly or indirectly, to shareholders resident in any jurisdiction in which the submission of the Offer or acceptance thereof would contravene the laws of such jurisdiction, and the Offer Document and this Supplement may not be distributed to Exiqon Shareholders resident in any such jurisdiction. Any Person acquiring possession of the Offer Document and this Supplement is assumed to obtain on his or her own accord any necessary information on any applicable restrictions and to comply with such restrictions.
This Supplement has been prepared in Danish and translated into English. In case of inconsistencies between the two versions, the Danish text shall prevail.
This Supplement may contain statements relating to future matters or events, including statements on future results, growth or other forecasts on developments and benefits in connection with the Offer. Such statements may generally, but not always, be identified by the use of words such as "anticipates", "assumes", "expects", "plans", "will", "intends", "projects", "estimates" or similar expressions.
By their nature, forward-looking statements involve risks and uncertainty as they relate to events and depend on circumstances occurring in the future. There can be no assurance that actual results will not differ, possibly materially, from those expressed or implied by such forward-looking statements due to many factors, many of which are outside of the control of the Offeror or the Company, including the effect of changes in general economic conditions, the level of interest rates, fluctuation in the demand for Offeror's or the Company's products, competition, technological developments, employee relations, regulation, exchange rates and the potential need for increased capital expenditures (including those resulting from increased demand, new business opportunities and development of new technologies).