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" below.
The Board of Directors of Castellum Aktiebolag (publ) ("Castellum") today announces its intention to launch a share exchange and cash offer toEntra's shareholders (the "Offer") representing a premium of 30.8% toEntra's volume weighted average share price for the 3-month period endingNovember 23, 2020 . The proposed combination is expected to create substantial value for all shareholders in the combined company through the creation of the leading Nordic commercial real estate platform, with an aim to establish the most sustainable property company inEurope , while preserving the top-class corporate governance structures that both Castellum andEntra enjoy today.
The total offer consideration consists of a combination of newly issued shares in Castellum and cash forEntra shares. Castellum is offering to each eligibleEntra shareholder 13 newly issued Castellum shares for every 20 shares inEntra andNOK 25.68 in cash per share inEntra (the "Base Case Consideration"), valuing eachEntra share atNOK 170.86 at announcement of the offer , based on the last undisturbed trading price of the Castellum share on Nasdaq Stockholm onNovember 23, 2020 . In aggregate, a total of up to 108,635,836 Castellum shares will be issued, and a total of up toNOK 4,292,721,751.45 will be paid in cash as consideration forEntra shares.
As an alternative to the Base Case Consideration, Castellum is offering eligibleEntra shareholders a mix & match facility, through which each eligibleEntra shareholder is, subject to the restrictions set out below, given the possibility to elect, either:
a) to receive as much cash consideration as possible (in addition to the default cash consideration ofNOK 25.68 per share inEntra ), and thus as few newly issued Castellum shares as possible; or
b) to receive as many newly issued Castellum shares as possible (in addition to the default share entitlement of 13 newly issued Castellum shares for every 20 shares inEntra ), and thus as little cash consideration as possible.
The relative proportion of the consideration in terms of newly issued Castellum shares and cash will not be varied as a result of elections made under the mix & match facility. In order for individual shareholders inEntra to receive a higher proportion of a certain requested consideration alternative under the mix & match facility, other shareholders must have made the reverse elections to a corresponding extent. If no elections are made under the mix & match facility, theEntra shares tendered will be tendered for the Base Case Consideration. If tenders made byEntra shareholders under the mix & match facility are not fully matched, they will be scaled down on a pro rata basis in relation to the number of shares tendered by the respective shareholder.
The Castellum shares to be offered as consideration in the Offer will be ordinary shares of Castellum, to be issued as new shares in the share class of Castellum shares already listed on Nasdaq Stockholm (to be delivered as "depository receipts" in the VPS, as further described below). Castellum has only one class of shares, and all shares in the company have equal rights in the company, including economic participation and voting rights.
Castellum intends to apply for a secondary listing of its shares on Oslo Børs (the "Oslo Stock Exchange ") in connection with the Offer (the "Listing"). The consideration shares are expected to be delivered to acceptingEntra shareholders in the form of "depository receipts" through the facilities of Verdipapirsentralen ASA ("VPS") based on a registrar agreement with a depository bank, as is customary for non-Norwegian companies to enable trading on theOslo Stock Exchange .
Castellum has acquired 15,000,000 shares inEntra atNOK 169 perEntra share in cash from The Norwegian State, represented by theMinistry of Trade, Industries and Fisheries ("NMTIF"), equal to 8.24% ofEntra's issued and outstanding shares. Subject to the agreed terms and conditions, Castellum shall compensate NMTIF for any higher amount offered by Castellum in a mandatory offer or squeeze-out as a result of the completion of the Offer. Following such acquisition, Castellum owns 15,000,000 shares inEntra , equalling 8.24% of the total issued and outstanding shares inEntra .
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