The Offer is not being made, and this press release may not be distributed, directly or indirectly, in or into, nor will any tender of shares be accepted from or on behalf of holders in, any jurisdiction (including without limitationAustralia ,Canada ,Hong Kong ,Japan ,New Zealand ,South Africa orSwitzerland ) orthe United States in which the making of the Offer, the distribution of this press release or the acceptance of any tender of shares would contravene applicable laws or regulations or require further offer documents, filings or other measures in addition to those required under Norwegian law. For further information, please see section entitled "Important notice" and "Notice forU.S. shareholders" in attachment on www.newsweb.no. Following the announcement made onDecember 18, 2020 , to combine forces withEntra ASA ("Entra "), Castellum Aktiebolag (publ) ("Castellum") launches the voluntary share exchange and cash offer for all outstanding shares inEntra not already owned by Castellum (the "Offer"). Subject to the terms and conditions of the Offer set out in an offer document datedJanuary 7, 2021 (the "Offer Document"), Castellum is offering each eligibleEntra shareholder 8 newly issued Castellum shares for every 13 shares inEntra andNOK 54.39 in cash per share inEntra . Eligible shareholders ofEntra can tender their sharesbetween January 8 and February 6, 2021 (subject to extension). Offer summary o The Offer values each share inEntra atNOK 186.19 (1) exclusive of synergies and consists of 8 newly issued Castellum shares for every 13 shares inEntra andNOK 54.39 in cash per share inEntra . Eligible shareholders ofEntra are also offered a mix-and-match facility as is further described below and in the Offer Document o The Offer represents a premium of 29.6% toEntra's undisturbed closing share price as ofNovember 23, 2020 , 42.5% toEntra's volume weighted average share price for the 3-month period endingNovember 23, 2020 , and 14.9% toEntra's reported Q3 2020 EPRA NRV (2) oEntra shareholders will benefit from the value of the synergies from the transaction, which could provide additional value of up to approximatelyNOK 16 perEntra share (3), andEntra shareholders who accept the Offer could also receive a value uplift resulting from the EPRA NRV increase from premium realized in the asset portfolio sale toBlackstone of up to approximatelySEK 8 per Castellum share (reference is made to the announcement madeDecember 18, 2020 regarding theBlackstone transaction) o The Offer is not conditional on financing and Castellum's shareholders have already approved the board authorization for the issuance of the Castellum shares offered as consideration in the Offer o The offer period in the Offer commencesJanuary 8 and lasts untilFebruary 6, 2021 , at 06:00 hours (CET). Castellum reserves the right to extend the offer period -------------------------------- (1) Based on Castellum share price at closing onJanuary 5, 2021 , ofSEK 205.70 , SEK/NOK FX rate of 1.0412 applied (source:Norges Bank ). (2) EPRA Net Reinstatement Value, defined as Equity as recognised in the balance sheet, adjusted for interest rate swaps, goodwill relating to deferred tax, and deferred tax in its entirety. (3) Maximum synergies value perEntra share based on a shareholder electing to receive the maximum amount of shares in the mix & match facility Subject to regulatory restrictions in certain jurisdictions, the Offer Document is sent to eligible shareholders inEntra whose address appears inEntra's share register in the VPS as ofJanuary 7, 2021 . The Offer Document, including the acceptance form, will also, subject to regulatory restrictions in certain jurisdictions, be available atDanske Bank's website, https://danskebank.no/entra, and at Castellum's website, https://www.castellum.se/en/, from today,January 7, 2021 . Subject to regulatory restrictions in certain jurisdictions, hard copies of the Offer Document may be obtained free of charge from the same date by contactingDanske Bank A/S . Please see further information in attachment on www.newsweb.no
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