Recommended conditional voluntary public offer for all minority shareholders in Sanistål A/S
24 May 2022
Ahlsell Danmark ApS to acquire approximately 75.49% of the shares in Sanistål A/S by conditional share purchase agreements with major shareholders at a price of DKK 58.00 per share Ahlsell Danmark ApS to make a non-regulated recommended conditional voluntary public offer to buy approximately 24.51% of the shares in Sanistål A/S at a price of DKK 85.00 per share Ahlsell Danmark ApS has agreed to acquire, subject to certain conditions, the shares in Sanistål A/S held for proprietary purposes by Danske Bank A/S, Jyske Bank A/S, Nordea Bank Abp and Nykredit Bank A/S (the “Major Shareholders”). The Major Shareholders’ shares account for a total of 9,000,909 shares in Sanistål A/S or approximately 75.49% of the outstanding share capital in Sanistål A/S. The Major Shareholders will sell their shares in Sanistål A/S at a price of DKK 58.00 per share. Following the agreements to acquire the Major Shareholders’ shares, Ahlsell Danmark ApS has decided to launch a non-regulated recommended conditional voluntary public offer to all shareholders other than the Major Shareholders (the “Minority Shareholders”). The offer will be made solely for the shares in Sanistål A/S held by the Minority Shareholders and can therefore not be accepted by the Major Shareholders. Accordingly, the offer will be made for a total of 2,922,875 shares in Sanistål A/S or approximately 24.51% of the shares in Sanistål A/S. The offer will not be subject to the Danish Takeover Order as it will not be made for the purpose of obtaining control over Sanistål A/S as such control will be obtained upon Ahlsell Danmark ApS’ acquisition of the Major Shareholders’ shares. The offer price will be DKK 85.00 per share for all shares held by the Minority Shareholders. Ahlsell Danmark ApS’ contemplated acquisitions of the shares from the Major Shareholders is subject to certain conditions, including that necessary approvals by relevant regulatory authorities are obtained, and have not been completed as of the date of this announcement. The offer to the Minority Shareholders will contain a number of customary conditions, inclusive of a requirement that the Offeror completes the acquisition of the Major Shareholders’ shares, and that necessary approvals by relevant regulatory authorities are obtained. The offer for the Minority Shareholders’ shares in Sanistål A/S corresponds to a total purchase price of approximately DKK 248.5 million, assuming all shares held by the Minority Shareholders are tendered. Together with the total amount expected to be paid by Ahlsell Danmark ApS for the Major Shareholders’ shares (DKK 522 million), Ahlsell Danmark ApS intends to acquire all shares in Sanistål A/S for a total purchase price of approximately DKK 770.5 million, assuming all shares are acquired. The offeror, Ahlsell Danmark ApS, is a wholly-owned indirect subsidiary of Ahlsell AB (publ) (“Ahlsell Group”). Ahlsell Danmark ApS has been informed that the board of directors of Sanistål A/S has decided to unanimously recommend that the Minority Shareholders of Sanistål A/S accept the offer. Main elements of the offer The offer price of DKK 85.00 per share for all shares held by the Minority Shareholders of Sanistål A/S represents a premium of 46.55% compared to the purchase price of DKK 58.00 per share for which Ahlsell Danmark ApS expects to acquire Major Shareholders’ shares. In addition, the offer price of DKK 85.00 per share represents a premium ofAhlsell Group
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