Weifa ASA ("Weifa"; OSE: WEIFA) today announced that Karo Pharma AB (publ) ("Karo Pharma"), has commenced the voluntary cash offer (the "Offer") to acquire the entire issued share capital of Weifa for NOK 35 per share.
The Offer values the total share capital of Weifa at approximately NOK 1.28 billion on a fully diluted basis. The Offer price represents a 10% premium to Weifa's closing share price on 23 August 2017 and a 25% and 37% premium to the three-month and twelve-month volume weighted average stock price on 23 August 2017, the last trading day prior to the announcement of the Offer, respectively.
The Board of Directors of Weifa has unanimously decided to recommend that its shareholders accept the Offer. The recommendation by the Board of Directors of Weifa is included in the Offer document. This recommendation is not the formal statement about the Offer in accordance with section 6-16 c.f. 6-19 of the Norwegian Securities Trading Act. SpareBank 1 Markets AS has provided an independent statement regarding the Offer in accordance with section 6-16 c.f. 6-19 of the Norwegian Securities Trading Act which is also included in the Offer document.
The Offer period starts on 11 September 2017 and expires at 16.30 CEST on 26 September 2017, subject to any extension. Karo Pharma has obtained pre-acceptances for approximately 43.45% of the shares in Weifa (the pre-acceptance rate has since the initial announcement been reduced from 45.35% to 43.45% mainly as a result of reduced pre-acceptance rate from one shareholder due to applicable restrictions).
The completion of the Offer remains subject to satisfaction or waiver of the closing conditions, including a minimum acceptance of at least 90% of the shares on a fully diluted basis as further described in the Offer document. Subject to satisfaction or waiver of the closing conditions, Karo Pharma expects to close the transaction during September or October 2017.
The Offer document, containing the complete terms and conditions of the Offer, was published today by Karo Pharma. Subject to restrictions under applicable securities laws, the Offer document will be distributed to all shareholders listed in Weifa's share register and will also be available at www.dnb.no/emisjoner and via www.Weifa.com.
DNB Markets is engaged as Financial Advisor and Receiving Agent in connection with the voluntary offer on Weifa.
Important Information about the Offer
The Offer described in this press release has commenced. This press release is neither an offer to purchase nor a solicitation of an offer to sell shares. The Offer to purchase all the shares of Weifa is contained in the Offer document filed by Karo Pharma with Oslo Stock Exchange (OSE) and approved by the OSE. The complete Offer document will, subject to restrictions under applicable securities laws, be distributed free of charge to all Weifa shareholders registered in Weifa's share register in Verdipapirsentralen (the Norwegian Central Securities Depository), and is available at www.dnb.no/emisjoner.
For further information, please contact:
Simen Nyberg-Hansen, CFO of Weifa: +47 9820 6355, firstname.lastname@example.org
Weifa is a Norwegian public limited company whose address is: Østensjøveien 27, 0661 OSLO, Norway. The company has its head office in Oslo and is listed on the Oslo Stock Exchange. For further information visit: www.weifa.no.
This news release contains certain forward-looking statements that are based on uncertainty, as they relate to events and depend on circumstances that will occur in the future and which, by their nature, may have an impact on results of operations and the financial condition of Karo Pharma and/or Weifa. Such forward-looking statements reflect our current expectations and are based on the information currently available. Neither Karo Pharma nor Weifa can give any assurance as to whether such forward looking statements will prove to be correct. These forward looking statements include statements regarding the Offer, including the terms and conditions of the Offer and expected timing. There are a number of factors that could cause actual results and developments to differ materially from those expressed or implied by these forward-looking statements. These factors include, among other things, satisfactions of conditions to the Offer and investor participation in the Offer.
THE OFFER WILL NOT BE MADE IN ANY JURISDICTION IN WHICH MAKING OF THE OFFER WOULD NOT BE IN COMPLICANE WITH THE LAWS OF SUCH JURISDICITON. THIS ANNOUNCEMENT DOES NOT IN ITSELF CONSTITUTE AN OFFER. THE OFFER IS ONLY MADE ON THE BASIS OF THE OFFER DOCUMENT AND CAN ONLY BE ACCEPTED PURSUANT TO THE TERMS OF SUCH DOCUMENT.