Hexagon Announces a Recommended Unconditional Cash Offer of NOK 37 Per Share
NACKA STRAND, Sweden -- December 20, 2013
Hexagon (STO:HEXAB) will present to the shareholders of Veripos, an
unconditional cash offer of NOK 37 per share (the "Offer Price") for all
outstanding shares of Veripos (the "Offer"). The Board of Directors of Veripos
has notified Hexagon that they will recommend the Offer and issue a statement
with such recommendation in a separate stock exchange notice.
Hexagon currently owns 9,092,490 shares in Veripos, representing 27.4 per cent
of the outstanding shares of Veripos. In addition, Hexagon has received
pre-acceptances for the Offer from shareholders holding an additional 853,569
shares, representing 2.6 per cent of the outstanding shares of Veripos.
Accordingly, Hexagon owns and has received pre-acceptances for a total of
9,946,059 shares, representing 30.0 per cent of the outstanding shares of
Veripos.Hexagon has also received comfort from several institutional
shareholders that they support the offer.
The Offer will have the following main terms:
*An offer priceof NOK 37 per share will be paid in cash
*The Offer willbe unconditional
*The acceptanceperiod for the Offer will be at least 4 weeks
*Settlement inNOK will take place as soon as possible and no later than 14
days afterhe expiry of the acceptance period
*The settlementwill be fully guaranteed by one or more financial
institutions as requiredby Norwegian law for mandatory takeover offers
The Offer Price represents a premium of 60.9 per cent to the last traded price
for Veripos of NOK 23 prior to Hexagon’s announcement of an voluntary offer of
NOK 28 per share on 14 October 2013, and a premium of 69.3 per cent, 89.8 per
cent, 95.3 per cent and 93.3 per cent to the volume weighted average share
prices (source: Bloomberg) for the one, three, six and twelve month periods,
respectively, that ended on 11 October 2013 (which was the last trading date
before Hexagon announced its first offer for Veripos). The Offer Price also
represents a premium of 5.7 per cent to the price of NOK 35 per share offered
of by Siem Industries Inc. and Topcon Corporation.
It is Hexagon’s intention that the Offer and the offer document will comply
with the requirements for a mandatory offer. Consequently, the Hexagon will
not submit a separate mandatory offer following the completion of the Offer.
The Offer will not be subject to any conditions.
Hexagon will file an offer document (the “Offer Document”) for review and
approval with the Oslo Stock Exchange. The Offer Document will be sent to
Veripos' shareholders as soon as it has been approved. The acceptance period
for the Offer will be four weeks from the date of the Offer Document is being
released, unless extended by Hexagon. The acceptance period may be extended,
one or several times, provided however that the maximum acceptance period may
not exceed 6 weeks.
The Offer will not be made in any jurisdiction in which the making of the
Offer would not be in compliance with the laws of such jurisdiction. U.S.
shareholders in Veripos may accept the Offer.
This notification does not in itself constitute an offer. The Offer will be
made in the Offer Document and can only be accepted pursuant to the terms of
SEB Corporate Finance is acting as financial adviser related to Hexagon.
Hexagon (NASDAQ OMX Stockholm: HEXA B) is a leading global provider of design,
measurement and visualisation technologies. Our customers can design, measure
and position objects, and process and present data, to stay one step ahead of
a changing world. Hexagon’s solutions increase productivity, enhance quality
and allow for faster, better operational decisions, saving time, money and
resources. Hexagon has more than 14,000 employees in over 40 countries and net
sales of about 2,400 MEUR. Our products are used in a broad range of
industries including surveying, power and energy, aerospace and defence,
construction, safety and security, automotive and manufacturing. Learn more at
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SEB Corporate Finance
+47 21 00 85 78
SEB Corporate Finance
+47 21 00 85 41
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