Pre-Annual General Meeting Information • Sep 14, 2023
Pre-Annual General Meeting Information
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Hyon AS - UPDATE - Received offers and cancellation of EGM
Drammen, Norway, 14 September 2023 - Hyon AS (HYON) ("Company") announces that
its Board of Directors (the "Board") has resolved to cancel the extraordinary
general meeting scheduled to be held on 15 September 2023 (the "EGM") following
receipt of offers on combination with privately held companies.
Reference is made to the Company's announcement on 30 August 2023 regarding
close of its strategic review process and the Board's proposal to dissolve the
Company as well as the announcement on 11 September 2023 regarding received
indications of interest in combination transactions with the Company.
Further to the previously announced information, the Company has now received
firm interest from third parties that have suggested terms for reverse takeover
transactions with issuance of new shares by the Company. The Board has assessed
the received offers and believes that it is possible to reach agreement on a
transaction that is more beneficial to its shareholders than a solvent
dissolution.
As a result, the Board has resolved to cancel the EGM.
The potential transactions are indicated to provide for a minority holding for
current shareholders of Hyon. Through the proposed transactions, Hyon's core
business will be changed to markets unrelated to its current business, and its
current business and technology are expected to be discontinued and/or
potentially realised to maximise shareholders' value. Valuation of Hyon remains
subject to further discussion but is indicated by the interested parties inter
alia based on access to capital markets and a trading platform on Euronext
Growth Oslo.
The Company will continue discussions with the interested parties to assess the
received offers, with an aim to present one agreed proposal on a transaction for
the general meeting in due course. Although offers have been received, the
Company emphasizes that discussions are still ongoing, and that no assurances
can be given as to the outcome, timing, or the signing of any definite
agreements. The Company does not intend to make any further public comment
regarding the process until it has been completed or the Company determines that
disclosure is required or appropriate.
For further inquiries, please contact: Jørn Kristian Lindtvedt CEO
([email protected]), or Otto Søberg Chairman of the Board
Inside information
This information is considered to be inside information pursuant to the EU
Market Abuse Regulation and is subject to the disclosure requirements pursuant
to section 5-12 the Norwegian Securities Trading Act. This stock exchange
announcement was published by Jørn Kristian Lindtvedt, CEO at the time stated in
this announcement on behalf of the Company.
Forward-looking statements
Matters discussed in this announcement may constitute forward-looking
statements. Forward-looking statements are statements that are not historical
facts and may be identified by words such as "believe", "expect", "anticipate",
"strategy", "intends", "estimate", "will", "may", "continue", "should" and
similar expressions. The forward-looking statements in this release are based
upon various assumptions, many of which are based, in turn, upon further
assumptions. Although the Company believe that these assumptions were reasonable
when made, these assumptions are inherently subject to significant known and
unknown risks, uncertainties, contingencies and other important factors which
are difficult or impossible to predict and are beyond their control. Actual
events may differ significantly from any anticipated development due to a number
of factors, including without limitation, changes in public sector investment
levels, changes in the general economic, political and market conditions in the
markets in which the Company operates, the Company's ability to attract, retain
and motivate qualified personnel, changes in the Company's ability to engage in
commercially acceptable acquisitions and strategic investments, and changes in
laws and regulation and the potential impact of legal proceedings and actions.
Such risks, uncertainties, contingencies and other important factors could cause
actual events to differ materially from the expectations expressed or implied in
this release by such forward-looking statements. The Company does not make any
guarantee that the assumptions underlying the forward-looking statements in this
announcement are free from errors nor does it accept any responsibility for the
future accuracy of the opinions expressed in this announcement or any obligation
to update or revise the statements in this announcement to reflect subsequent
events. You should not place undue reliance on the forward-looking statements in
this announcement.
The information, opinions and forward-looking statements contained in this
announcement speak only as at its date, and are subject to change without
notice. The Company does not undertake any obligation to review, update,
confirm, or to release publicly any revisions to any forward-looking statements
to reflect events that occur or circumstances that arise in relation to the
content of this announcement.
This announcement is for information purposes only and is not to be relied upon
in substitution for the exercise of independent judgment. It is not intended as
investment advice and under no circumstances is it to be used or considered as
an offer to sell, or a solicitation of an offer to buy any securities or a
recommendation to buy or sell any securities of the Company.
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