The Offer Price values the total share capital of Saferoad at approximately NOK 2,067 million on a fully diluted basis. The Offer Price, with the addition of the ordinary dividend resolved by Saferoad, represents a 51% premium to Saferoad's closing share price on 15 May 2018 and a 52% and 49% premium to the one-month and three-month volume weighted average stock price on 15 May 2018, the last trading day prior to the announcement of the Offer, respectively.
The Board of Directors of Saferoad has unanimously decided to recommend to the shareholders of Saferoad that they accept the Offer. The recommendation by the Board of Directors of Saferoad is included in the Offer document published today. 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. KPMG Deal Advisory ("KPMG") 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. KPMG's conclusion is that the Offer is fair from a financial point of view as at the date hereof.
The Offer period starts on 24 May 2018 and expires at 16.30 CET on 14 June 2018, subject to any extension. SRH Investco has obtained pre-commitments for approximately 63.6% of the shares in Saferoad, partly through pre-acceptances of the Offer for approximately 34.4% of the shares and partly through the conditional purchase agreement with Saferoad's largest shareholder, Cidron Triangle S.à r.l ("Cidron"), a company indirectly controlled by Nordic Capital Fund VII, whereby the SRH Investco will purchase 29.2% of the shares of Saferoad, subject to completion of the Offer, for NOK 26 per share (less any dividend and other leakages).
The completion of the Offer remains subject to satisfaction or waiver of the closing conditions, including a minimum acceptance of more than 90% of the shares on a fully diluted basis (including the Saferoad shares sold by Cidron) as further described in the Offer document.
The Offer document, containing the complete terms and conditions of the Offer, was published today by SRH Investco. Subject to restrictions under applicable securities laws, the Offer document will be distributed to all shareholders listed in Saferoad's share register and will also be available at www.carnegie.no.
Carnegie is engaged as financial advisor and receiving agent and Wikborg Rein is acting as legal adviser to SRH Investco in connection with the Offer.
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 Saferoad is contained in the Offer document filed by SRH Investco 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 Saferoad shareholders registered in Saferoad's share register in Verdipapirsentralen (the Norwegian Central Securities Depository), and is available at www.carnegie.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 the Offeror and/or Saferoad. Such forward-looking statements reflect our current expectations and are based on the information currently available. The Offeror cannot give any assurance as to whether such forward-looking statements will prove to be correct. These forward -looking statements include statements regarding the Offer, expected timing, and expected benefits of the Offer. 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.
Important Notice: The Offer and the distribution of this announcement and other information in connection with the Offer may be restricted by law in certain jurisdictions. The Offeror and Saferoad assume no responsibility in the event there is a violation by any person of such restrictions. Persons into whose possession this announcement or such other information should come are required to inform themselves about and to observe any such restrictions.
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 AND OFFER. THE OFFER WILL ONLY BE MADE ON THE BASIS OF THE OFFER DOCUMENT AND CAN ONLY BE ACCEPTED PURSUANT TO THE TERMS OF SUCH DOCUMENT.
1) FSN Capital GP V Limited acting in its capacity as general partner for and on behalf of each of FSN Capital V L.P., FSN Capital V (B) L.P. and FSN Capital V Invest L.P.