in Auszügen:
Agreement with intention to launch an unregulated recommended voluntary cash
offer of NOK 13 per share to the shareholders of Everfuel A/S
Everfuel A/S (the "Company" or "Everfuel", and, together with its subsidiaries,
the "Group") and Faro BidCo ApS (the "Offeror"), a newly incorporated Danish
private limited liability company with registration (CVR) no. 44 98 99 99, and
an indirect subsidiary of infrastructure investment funds managed or advised by
Swiss Life Asset Management AG ("Swiss Life AM"), announce today that they have
entered into a transaction agreement ("Transaction Agreement") whereby the
Offeror, subject to certain terms and conditions, shall launch an unregulated
recommended voluntary tender offer to acquire all issued and outstanding shares
(the "Shares") in the Company except for Shares owned by the Rollover
Shareholders (as defined below) or held in treasury by the Company (the
"Offer").
A cash consideration of NOK 13 (the "Offer Price") will be offered per Share,
which values the total issued share capital of the Company at approximately NOK
1.12 billion based on 86,279,960 issued and outstanding Shares as of today. The
Offer does not comprise any financial instruments issued by the Company other
than the Shares.
Barring unforeseen circumstances or any extensions of the acceptance period of
the Offer, it is currently expected that the Offer will be completed during
fourth quarter 2024, following satisfaction or waiver of all conditions for the
Offer.
If, as a result of the Offer or otherwise, the Offeror acquires and holds, alone
and not calculated together with any other parties, Shares representing more
than 90% of the total issued Shares and voting rights in the Company (excluding
any Shares held by the Company in treasury), then the Offeror intends to
initiate a compulsory redemption (squeeze-out) of the remaining Shares not
already owned by the Offeror. Also, if, as a result of the Offer or otherwise,
the Offeror holds a sufficient majority of the Shares, the Offeror intends to
propose to the general meeting of the Company that an application is filed with
the Oslo Stock Exchange for the delisting of the Shares from Euronext Growth
Oslo.
live.euronext.com/en/product/equities/...ressRelease-12502815
