MedCap AB (publ) announces the final outcome in its recommended cash offer to the shareholders of AdderaCare
THIS ANNOUNCEMENT IS NOT AN OFFER, WHETHER DIRECTLY OR INDIRECTLY, IN AUSTRALIA, HONG KONG, JAPAN, CANADA, NEW ZEALAND, SCHWEIZ, SOUTH AFRICA OR THE UNITED STATES (THE "RESTRICTED JURISDICTIONS"), OR IN ANY OTHER JURISDICTION WHERE SUCH OFFER PURSUANT TO LEGISLATION AND REGULATIONS IN SUCH RELEVANT JURISDICTION WOULD BE PROHIBITED BY APPLICABLE LAW. SHAREHOLDERS NOT RESIDENT IN SWEDEN WHO WISH TO ACCEPT THE OFFER (AS DEFINED BELOW) MUST MAKE INQUIRIES CONCERNING APPLICABLE LEGISLATION AND POSSIBLE TAX CONSEQUENCES. SHAREHOLDERS SHOULD REFER TO THE OFFER RESTRICTIONS INCLUDED IN THE SECTION TITLED "IMPORTANT INFORMATION" AT THE END OF THIS ANNOUNCEMENT AND IN THE OFFER DOCUMENT.
On 17 November 2022, MedCap AB (publ) ("MedCap AB"), announced a recommended public offer to shareholders of AdderaCare AB (publ) ("AdderaCare") to tender all shares in AdderaCare at a price of SEK 3.60 in cash per share (the "Offer"). The Offer is implemented through Abilia Sverige Holding AB, Reg.No 556682-1251 ("Abilia"), a subsidiary of MedCap AB (MedCap AB and Abilia are collectively referred to as "MedCap"). On 23 December 2022, MedCap AB announced that the Offer preliminary has been accepted to the extent that MedCap holds more than 90 percent of the shares in AdderaCare, and that MedCap therefor completes the Offer and extends the acceptance period to 9 January 2023. At the end of the extended acceptance period, the Offer has been accepted by shareholders to the extent that MedCap holds approximately 97.16 percent of the total number of shares and votes in AdderaCare. MedCap will not extend the acceptance period any further and the Offer is now closed.
Final outcome of the Offer
During the acceptance period which expired on 23 December 2022, the Offer had been accepted by shareholders representing 31,885,385 shares in AdderaCare, corresponding to approximately 94.57 percent of the total numbers of shares and votes in AdderaCare. During the extended acceptance period which expired on 9 January 2023, the Offer has been accepted by shareholders representing 873,958 additional shares in AdderaCare, corresponding to approximately 2.59 percent of the total numbers of shares and votes in AdderaCare.
Prior to the announcement of the Offer, MedCap did not own any shares in AdderaCare. At the end of the Offer, MedCap holds 32,759,343 shares in AdderaCare, corresponding to approximately 97.16 percent of the total numbers of shares and votes in AdderaCare. Settlement for shares tendered in the Offer during the extended acceptance period is expected to commence around 16 January 2023.
MedCap has not acquired any shares in AdderaCare outside the Offer. MedCap does not hold any other financial instruments that provide a financial exposure to AdderaCare's shares.
Compulsory redemption and delisting
On 3 January 2023, MedCap initiated compulsory redemption of the remaining shares in AdderaCare. The Board of Directors of AdderaCare has applied for delisting of AdderaCare's shares from Nasdaq Stockholm and the last day of trading is 20 January 2023.
KANTER Advokatbyrå KB is legal advisor to MedCap in connection with the Offer.
Information regarding the Offer
Information about the Offer is available at: www.medcap.se
For inquiries, please contact:
Anders Dahlberg, CEO, MedCap AB
Tel: +46 704 269 262, e-mail: email@example.com
For administrative questions regarding the Offer, please contact primarily your bank or nominee where you have your shares registered.
The information in this press release has been published by MedCap, through the agency of the contact person, in accordance with the Takeover Rules. This press release was submitted for publication on 10 January 2023 at 14.30 (CET).