6/7/2022 6:45 AM Announcement of recommended conditional voluntary public offer
Publication of offer document by Ahlsell Danmark ApS
Ahlsell Danmark ApS hereby announces that it is today publishing its offer document for the recommended conditional voluntary public offer for a total of 2,922,875 shares in Sanistål A/S or approximately 24.51% of the shares in Sanistål A/S. The offer price is DKK 85.00 per share. The offer is made for all shares in Sanistål A/S held by shareholders other than Danske Bank A/S, Jyske Bank A/S, Nordea Bank Abp and Nykredit Bank A/S (the “Minority Shareholders” and Danske Bank A/S, Jyske Bank A/S, Nordea Bank Abp and Nykredit Bank A/S collectively the “Major Shareholders”). The board of directors of Sanistål A/S has decided to unanimously recommend that the Minority Shareholders of Sanistål A/S accept the offer.
The offer document can be viewed and downloaded at https://www.sanistaal.com/da/investor/investor. Ahlsell Danmark ApS has requested Sanistål A/S to publish this announcement through Nasdaq Copenhagen. Further, Ahlsell Danmark ApS has requested Sanistål A/S to send the offer document by ordinary mail to the registered shareholders of Sanistål A/S.
The offer will not be subject to the Danish Takeover Order as it is not made for the purpose of obtaining control over Sanistål A/S as such control will be obtained upon Ahlsell Danmark ApS’ acquisition of the Major Shareholders’ shares.
As disclosed in Ahlsell Danmark ApS’ announcement on 24 May 2022, Ahlsell Danmark ApS has agreed to acquire, subject to certain conditions, the shares in Sanistål A/S held for proprietary purposes by the Major Shareholders. The Major Shareholders’ shares account for a total of 9,000,909 shares in Sanistål A/S or approximately 75.49% of the outstanding share capital in Sanistål A/S. The Major Shareholders will sell their shares in Sanistål A/S at a price of DKK 58.00 per share.
Shareholders are encouraged to carefully read the offer document and to consider the offer from Ahlsell Danmark ApS well in advance of the expiry of the offer period on 16 August 2022 at 17:00 CET.
For questions about this announcement, Ahsell Danmark ApS or the Ahlsell Group, please contact Claes Seldeby, Group CEO, Ahlsell AB (publ), +46-8-685 70 00, firstname.lastname@example.org.
Brøndby, Denmark, 7 June 2022
Ahlsell Danmark ApS
The offer is made neither directly nor indirectly in any jurisdiction where this would constitute a violation of the legislation within the jurisdiction in question. This announcement and other documents regarding the offer must not be sent, forwarded or distributed in any other way within a jurisdiction where this would constitute a violation of legislation within said jurisdiction, including in particular in the United Kingdom, the United States, Canada, Japan, Australia or South Africa. This announcement does not constitute an offer or invitation to sell or buy shares in Sanistål A/S. The offer is made solely on the basis of an offer document prepared and published by Ahlsell Danmark ApS which will contain the complete terms and conditions of the offer. Shareholders in Sanistål A/S are encouraged to read the offer document and any associated documents as these will contain important information on the offer.