NATTO - NOK 12.75
Offer to unconditionally acquire up to 11.0% of the shares in NattoPharma ASA and an intention to make a voluntary offer to acquire all the remaining outstanding shares in NattoPharma ASA
NOT FOR DISTRIBITION IN OR INTO THE UNITED STATES OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL
Intention to launch voluntary offer on all shares
Kappa Bioscience AS ("Kappa") hereby announces its intention to make an offer to acquire all the outstanding shares in NattoPharma ASA (the "Voluntary Offer") provided that the conditions for launch of the Voluntary Offer set out below are fulfilled. The offer price will be NOK 12.75 per share (the "Offer Price") and will be settled in cash. The Offer Price is based on publicly available information and represents a premium of 16.1, 22.3 and 26.3 percent to the company's volume weighted average share price for the 3-, 6- and 12-month periods ending on 27 May 2020.
Launch of the Voluntary Offer is conditional upon NattoPharma ASA ("NattoPharma") giving Kappa access to conduct a customary due diligence, satisfactory completion of the due diligence review, in Kappa's sole discretion, financing from existing lenders to partly finance the Voluntary Offer, the business of NattoPharma being conducted only in the ordinary course, no distribution from the company and the final approval of the board of directors of Kappa to make the Voluntary Offer.
The Voluntary Offer, if made, would be subject to customary conditions, such as an acceptance level to be determined, absence of a material adverse change, all regulatory approvals being obtained (if any) and other customary conditions.
Unconditional offer to acquire up to 11.0% of the shares in NattoPharma
Kappa further announces an unconditional offer to acquire up to 2,127,573 shares in NattoPharma, representing approx. 11.0% of the company's share capital at a price of NOK 12.75 per share on a first come first serve basis (the "Offer"). Sales offers can be made from publication of this notice and accepted sales offers will be settled on a continuous basis as soon as possible after acceptance. The Offer ends at the earliest of the date Kappa has acquired 2,127,573 shares and 12 June 2020 (the "Offer Period"). Shareholders who wish to sell shares should contact Carnegie AS, phone +47 22 00 93 40, email kappa@carnegie.no. Shares may also be acquired through trades at the Oslo Stock Exchange. Kappa reserves the right at its sole discretion to terminate the Offer, shorten or extend the Offer Period, reject and/or reduce any sale order as well as making any amendments to the terms of the Offer. Completion of the Offer is not conditional on the conditions for launch of Voluntary Offer being fulfilled or waived.
NOT FOR DISTRIBITION IN OR INTO THE UNITED STATES OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL
Intention to launch voluntary offer on all shares
Kappa Bioscience AS ("Kappa") hereby announces its intention to make an offer to acquire all the outstanding shares in NattoPharma ASA (the "Voluntary Offer") provided that the conditions for launch of the Voluntary Offer set out below are fulfilled. The offer price will be NOK 12.75 per share (the "Offer Price") and will be settled in cash. The Offer Price is based on publicly available information and represents a premium of 16.1, 22.3 and 26.3 percent to the company's volume weighted average share price for the 3-, 6- and 12-month periods ending on 27 May 2020.
Launch of the Voluntary Offer is conditional upon NattoPharma ASA ("NattoPharma") giving Kappa access to conduct a customary due diligence, satisfactory completion of the due diligence review, in Kappa's sole discretion, financing from existing lenders to partly finance the Voluntary Offer, the business of NattoPharma being conducted only in the ordinary course, no distribution from the company and the final approval of the board of directors of Kappa to make the Voluntary Offer.
The Voluntary Offer, if made, would be subject to customary conditions, such as an acceptance level to be determined, absence of a material adverse change, all regulatory approvals being obtained (if any) and other customary conditions.
Unconditional offer to acquire up to 11.0% of the shares in NattoPharma
Kappa further announces an unconditional offer to acquire up to 2,127,573 shares in NattoPharma, representing approx. 11.0% of the company's share capital at a price of NOK 12.75 per share on a first come first serve basis (the "Offer"). Sales offers can be made from publication of this notice and accepted sales offers will be settled on a continuous basis as soon as possible after acceptance. The Offer ends at the earliest of the date Kappa has acquired 2,127,573 shares and 12 June 2020 (the "Offer Period"). Shareholders who wish to sell shares should contact Carnegie AS, phone +47 22 00 93 40, email kappa@carnegie.no. Shares may also be acquired through trades at the Oslo Stock Exchange. Kappa reserves the right at its sole discretion to terminate the Offer, shorten or extend the Offer Period, reject and/or reduce any sale order as well as making any amendments to the terms of the Offer. Completion of the Offer is not conditional on the conditions for launch of Voluntary Offer being fulfilled or waived.
Redigert 21.01.2021 kl 02:58
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