Orkla ASA : Orkla Brands AS makes mandatory offer for Rieber & Søn ASA -
resolves compulsory acquisition
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Orkla Brands AS (OBAS) has today completed its acquisition of 69,900,380
shares in Rieber & Søn ASA (RIE), cf. press release of today. After the
acquisition OBAS owns 90.11% of the shares in RIE.
As a consequence of the acquisition OBAS has resolved to make a mandatory
offer for all remaining shares of RIE not already owned by OBAS. The offer is
being made in accordance with the provisions of Chapter 6 of the Norwegian
Securities Trading Act.
The offer price is NOK 67.45 per share, which is the same price per share as
paid to the Rieber family. The offer period is from and including 29 April
2013 to 27 May 2013 at 16:30 (CET). Settlement of the offer will take place no
later than 10 June 2013.
OBAS has engaged DNB Markets as financial adviser and receiving agent in
connection with the offer.
The complete details of the offer are included in an offer document which is
being sent to the shareholders of RIE, except for shareholders in
jurisdictions where the offer document may not be lawfully distributed. The
offer document may be obtained from DNB Markets, Dronning Eufemias gate 30,
P.O. Box 1600 Sentrum, N-0021 Oslo, and will also be made available on
www.dnb.no/emisjoner, www.orkla.com and www.rieberson.com from and including
29 April 2013.
Since OBAS has become the owner of shares representing more than 90% of the
total share capital and voting rights of RIE, the board of directors of OBAS
has furthermore resolved to implement a compulsory acquisition of all RIE
shares not already owned by it (except for treasury shares held by RIE). The
compulsory acquisition is being carried out in accordance with section 4-25 of
the Norwegian Public Limited Companies Act. The compulsory acquisition will be
carried out with effect from before opening of the stock exchange the first
day in the offer period for the mandatory offer, i.e. 29 April 2013. The
redemption price offered for each share in the compulsory acquisition is NOK
67.45, which is equal to the offer price in the mandatory offer.
When the compulsory acquisition becomes effective the title to all shares in
RIE not already owned by OBAS or RIE will automatically be transferred to
OBAS, upon which OBAS will be the owner of 100% of the RIE shares (except for
treasury shares held by RIE). After this the former shareholders will only
have a payment claim for their former shares. OBAS has deposited the total
redemption amount into a blocked account with DNB Bank ASA as security for
such claim in accordance with the Norwegian Public Limited Companies Act
section 4-25 (5).
Any objections to, or rejection of, the offered redemption price must be made
at the latest within 1 July 2013. Former shareholders of RIE who do not object
to, or reject, the offered redemption price within this deadline will be
deemed to have accepted the offered redemption price.
The offer document for the mandatory offer also constitutes a notification of
the compulsory acquisition in accordance with the Norwegian Public Limited
Companies Act section 4-25 (3).
This notification does not in itself constitute an 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.
Oslo, 26 April 2013
Håkon Mageli, EVP Corporate Communications and Corporate Affairs
Mobile: +47 928 45 828
Rune Helland, SVP Investor Relations
Tel.: +47 22 54 44 11
This information is subject of the disclosure requirements pursuant to section
5-12 of the Norwegian Securities Trading Act.
This announcement is distributed by Thomson Reuters on behalf of Thomson
The owner of this announcement warrants that:
(i) the releases contained herein are protected by copyright and other
applicable laws; and
(ii) they are solely responsible for the content, accuracy and originality of
information contained therein.
Source: Orkla ASA via Thomson Reuters ONE
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