Nordic Transport Group A/S made an offer to acquire the remaining 95.1% stake in NeuroSearch A/S (CPSE:NEUR) for approximately DKK 100 million on May 31, 2018. Nordic Transport Group will pay DKK 4.45 for each share in NeuroSearch. JHA Gruppen A/S, Nebbegaard Invest A/S and Vindtunneln Holding AB, who are the shareholders of Nordic Transport Group, have jointly and severally undertaken to fund the offer. After the tender offer is complete, Nordic Transport Group's holding in NeuroSearch will increase from 1.2 million shares representing 4.95% stake to 24.28 million shares representing 100% stake. Nordic Transport Group intends to be consolidated with NeuroSearch, which will then change its name and continue all Nordic Transport Group's activities. Following the completion of the tender offer, Nordic Transport Group intends to launch a voluntary offer to acquire the remaining shares not tendered as a part of this tender offer. Following the completion of the transaction, the existing Board of Directors and the Executive Management would be replaced at the very first opportunity. As of August 9, 2018, Nordic Transport Group received acceptances for 4.3 million shares, corresponding to 17.75 percent of the share capital and voting rights in NeuroSearch. Final result of the offer is expected to be published by August 13, 2018. The takeover of NeuroSearch is not expected to result in any dismissals or significant changes to the employment terms of the existing employees of Nordic Transport Group.

The acquisition is subject to approval from Danish Financial Supervisory Authority. Following the expiration of the offer period, if, by virtue of the Offer, Nordic Transport Group obtains more than 33% but less than 50% stake, Nordic Transport Group would be under an obligation to launch a mandatory offer. If, by virtue of the offer, Nordic Transport Group gets more than 50% stake in NeuroSearch, then it would be under no such obligation. However, if by the virtue of the tender offer Nordic Transport Group does not obtain 66.66% shareholding, Nordic Transport Group would propose a directed, cash capital increase which brings the Nordic Transport Group's shareholding up to a minimum of 66.66%, to be affected as a direct placement subscribed by Nordic Transport Group at an amount same as the offer price. The Board of NeuroSearch recommends NeuroSearch's shareholders to await the statement prior to potentially accepting the offer. The offer will be unconditional and will not be subject to a minimum acceptance threshold. The offer period will commence at the publication of the offer document and is expected to expire four weeks after the publication of the offer document. As of June 20, 2018, the offer document has been published indicating a commencement of the offer period, which is expected to expire on August 8, 2018. Unless the offer period is extended, the announcement of the final result is expected to be issued by August 13, 2018. Nordea Danmark, filial af Nordea Bank AB would act as the financial advisor and the settlement bank to Nordic Transport Group. Advokatfirmaet Jon Palle Buhl Advokataktieselskab and Bech-Bruun Advokatfirma acted as legal advisors to Nordic Transport Group.
Jeppe Buskov, Christian Lundgren and Marianne Philip from Kromann Reumert served as legal advisors to NeuroSearch in connection with the deal.