MRCEL: Extension of the offer period for the recommended voluntary cash offer for all shares inMercell Holding ASA NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, INTO OR WITHINTHE UNITED STATES ,CANADA ,AUSTRALIA ,NEW ZEALAND ,SOUTH-AFRICA ,HONG KONG ,JAPAN OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL Reference is made to the stock exchange announcement made on10 June 2022 regarding commencement of the voluntary cash offer (the "Offer") made bySpring Bidco (Norway ) AS (the "Offeror") to acquire all shares ofMercell Holding ASA ("Mercell ") for a cash consideration ofNOK 6.30 per share. Reference is also made to the offer document for the Offer dated10 June 2022 (the "Offer Document"). The Offeror hereby announces an extension of the offer period for the Offer (the "Offer Period") until 16:30 hours (CEST) on3 August 2022 , in accordance with section 4.3 ("Offer Period") of the Offer Document. As a consequence of the extension, the settlement of the Offer will be postponed correspondingly. The other terms and conditions of the Offer will remain unchanged and as set out in the Offer Document. The extension has been approved by theOslo Stock Exchange in its capacity as take-over authority. The Offeror maintains its right to further extend the Offer Period (one or more times) on the terms and conditions set out in the Offer Document, however so that the Offer Period may not be extended beyond 16:30 hours (CEST) on22 August 2022 . The Offeror will send a separate stock exchange announcement with an update on the level of acceptances received and its shareholding inMercell before theOslo Stock Exchange opens tomorrow14 July 2022 , due to ongoing counting of received acceptances. Completion of the Offer remains subject to the fulfilment or waiver by the Offeror of the conditions for closing of the Offer as set out in section 4.2 ("Closing Conditions") of the Offer Document (including the condition for acceptance of the Offer by shareholders representing more than 90% of the shares and votes ofMercell on a fully diluted basis), other than the regulatory approvals condition set out in section 4.2.3 of the Offer Document which was announced as satisfied in a stock exchange announcement made on30 June 2022 . To the Offeror's knowledge, none of the conditions for the Offer that refer to events that shall not occur have occurred. The complete terms and conditions for the Offer and procedures for accepting the Offer are set out in the Offer Document (as amended by this stock exchange announcement). The Offer can only be accepted based on the Offer Document. Acceptances of the Offer already received will remain binding and there is no need for shareholders that have already accepted the Offer to take any further action to confirm their acceptances or otherwise. Shareholders that want to accept the Offer, and have not already done so, must complete and submit the acceptance form which is included in the Offer Document before 16:30 hours (CEST) on3 August 2022 . The Offer Document and the acceptance form are, subject to regulatory restrictions in certain jurisdictions, available at www.seb.no where also contact information can be found for questions related to the Offer and the acceptance form. The acceptance form includes information on how and where to submit the form in order to accept the Offer. About the Offeror:Spring Bidco (Norway ) AS (under name change from NFH 220405 AS) is a private limited liability company formed and registered pursuant to Norwegian law, and indirectly wholly owned by funds advised or managed byThoma Bravo Global, LLC and its affiliates ("Thoma Bravo"). Thoma Bravo is one of the largest private equity firms in the world, with more thanUSD 114 billion in assets under management as of31 March 2022 . The firm invests in growth-oriented, innovative companies operating in the software and technology sectors. Leveraging the firm's deep sector expertise and proven strategic and operational capabilities, Thoma Bravo collaborates with its portfolio companies to implement operating best practices, drive growth initiatives and make accretive acquisitions intended to accelerate revenue and earnings. Over the past 20 years, the firm has acquired or invested in more than 380 companies representing overUSD 190 billion in enterprise value. Advisors:Skandinaviska Enskilda Banken AB (publ), Oslo Branch, is acting as financial advisor to the Offeror and Thoma Bravo in connection with the Offer. Advokatfirmaet Schjødt AS andKirkland & Ellis LLP are acting as legal advisors to the Offeror and Thoma Bravo.ABG Sundal Collier ASA and JP Morgan are acting as financial advisors andAdvokatfirmaet Thommessen AS as legal advisor toMercell . Contact info:Megan Frank ,Thoma Bravo Communications Phone: +1 212 731 4778 Email: mfrank@thomabravo.com or Alexandra Barganowski,Fogel & Partners Phone: +46 72 0832750 Email: alexandra.barganowski@fogelpartners.se Important notice: The Offer and the distribution of this announcement and other information in connection with the Offer may be restricted by law in certain jurisdictions. The Offeror andMercell assume no responsibility in the event there is a violation by any person of such restrictions. Persons into whose possession this announcement or such other information should come are required to inform themselves about and to observe any such restrictions. This release may contain certain forward-looking statements within the meaning of the securities laws and regulations of various international, federal, and state jurisdictions. All statements, other than statements of historical fact, included herein, including without limitation, statements regarding the Offer, future plans and objectives ofMercell or the Offeror are forward-looking statements that involve risk and uncertainties. There can be no assurances that such statements will prove to be accurate and actual results could differ materially from those anticipated in such statements.
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