CVC Funds, managed by CVC Advisers Company (Luxembourg) S.à r.l. and Nordic Capital announced a public offer to acquire a 70% stake in Cary Group Holding AB (publ) (OM : CARY) for SEK 6 billion on June 29, 2022. The consortium will pay SEK 65 cash per share for 92,288,403 shares, representing approximately 70% stake in Cary. As of September 7, 2022, the offer price per share has increased to SEK 70 cash per share. Currently Nordic Capital through Cidron Legion S.à r.l. owns 39,560,593 shares which corresponds to 30% of the share capital in Cary. The consideration will be financed by a combination of funds comprising equity commitment letters, issued by CVC Funds and Nordic Capital and debt-financing arranged by credit funds managed or advised by Ares Management Limited on terms which are customary for the financing of public offers in the Swedish market. The consortium does not intend to implement any material changes to Cary's employees and management or to the existing organization and operations, including the terms of employment and the locations where Cary conducts its business.

The completion of the offer is conditional upon a recommendation of the offer from the independent directors of Cary, the approvals of the EU Commission and the National Anti-monopoly Bureau of the People's Republic of China, receipt of all necessary regulatory, governmental or similar clearances, approvals, decisions and other actions from authorities or similar, including from competition authorities, and inter alia, the offer being accepted to more than 90% of the total number of outstanding shares in Cary. The consortium acquired more than 90% shares, it intends to commence compulsory redemption proceedings under the Swedish Companies Act to acquire all remaining shares in Cary. An independent bid committee comprising Chairman Juan Vargues and Board members Magdalena Persson and Ragnhild Wiborg has been appointed by Cary to provide opinion on the offer. As of August 8, 2022, Statement by independent bid committee of cary group holding ab (publ) in relation to public cash offer by teniralc bidco ab. Taking into consideration the factors outlined above, the independent bid committee is of the opinion that its recommendation with regards to the Offer should depend on the investment time horizon and risk tolerance of the individual shareholder. As of August 9, 2022, the European Commission (EC) has given an unconditional approval for the transaction. The independent board committee unanimously recommends that all shareholders accept the increased offer. Cary Group's Board of Directors recommend all shareholders are unanimously recommended to accept the Revised Offer. Supplement II has been approved and registered by the SFSA on September 12, 2022. As of September 23, 2022, all the conditions have been fulfilled and the offeror owns 130,331,209 shares, representing approximately 98.8% of the share capital Cary Group. The acceptance period in the offer is expected to commence on or about July 7, 2022 and end on August 22, 2022. As of September 7, 2022, the offer acceptance period has extended to September 22, 2022. As of September 23, 2022, the offer period has been further extended to October 7, 2022, to provide the remaining shareholders time to accept the offer.

The consortium have retained Carnegie Investment Bank AB as financial advisor, CVC Funds have retained Roschier Advokatbyrå as legal advisor and Nordic Capital has retained Advokatfirman Cederquist as legal advisor in connection with the offer. Jefferies GmbH acted as financial adviser and fairness opinion provider to the special committee and White & Case acted as legal adviser of independent bid committee of Cary. Handelsbanken Capital Markets acted as fairness opinion provider of independent bid committee of Cary.

CVC Funds, managed by CVC Advisers Company (Luxembourg) S.à r.l. and Nordic Capital completed the acquisition of Cary Group Holding AB (publ) (OM : CARY) on October 10, 2022.