Savaria (Sweden) owns 95.4 per cent of the shares in Handicare following completion of the Offer
THIS PRESS RELEASE IS NOT AN OFFER, WHETHER DIRECTLY OR INDIRECTLY, IN AUSTRALIA, CANADA, HONG KONG, JAPAN, NEW ZEALAND, SOUTH AFRICA, SWITZERLAND OR THE UNITED STATES OR IN ANY OTHER JURISDICTION WHERE SUCH OFFER PURSUANT TO LEGISLATION AND REGULATIONS IN SUCH RELEVANT JURISDICTION WOULD BE PROHIBITED BY APPLICABLE LAW. SHAREHOLDERS NOT RESIDENT IN SWEDEN WHO WISH TO ACCEPT THE OFFER (AS DEFINED BELOW) MUST MAKE INQUIRIES CONCERNING APPLICABLE LEGISLATION AND POSSIBLE TAX CONSEQUENCES. SHAREHOLDERS SHOULD REFER TO THE OFFER RESTRICTIONS INCLUDED IN THE SECTION TITLED “IMPORTANT INFORMATION” AT THE END OF THIS PRESS RELEASE AND IN THE OFFER DOCUMENT PUBLISHED ON SAVARIA (SWEDEN)’S WEBSITE (WWW.NORDIC-OFFER.COM).STOCKHOLM, Sweden, March 19, 2021 (GLOBE NEWSWIRE) — On 27 January 2021, Savaria (Sweden) AB1 (“Savaria (Sweden)”), a company wholly owned by Savaria Corporation2 (“Savaria”), announced a recommended cash offer to the shareholders of Handicare Group AB (“Handicare”) to tender all their shares in Handicare to Savaria (Sweden) at a final price of SEK 50 in cash per share (the “Offer”).
At the end of the initial acceptance period on 4 March 2021, Savaria (Sweden) announced that the Offer had been accepted by shareholders representing 56,118,445 shares in Handicare, corresponding to 95.2 per cent of the total number of shares and votes in Handicare. Since shareholders representing more than 90 per cent of the shares in Handicare had accepted the Offer, all conditions for completion of the Offer had been fulfilled. Accordingly, the Offer was declared unconditional in all respects and Savaria (Sweden) announced that it would complete the acquisition of the shares tendered in the Offer. Furthermore, Savaria (Sweden) announced that it had initiated compulsory redemption of the remaining shares in Handicare and that the acceptance period was extended until 18 March 2021 at 5:00 p.m. (CET). The board of directors of Handicare has since announced that it has resolved to apply for delisting of Handicare’s shares from Nasdaq Stockholm and that the last day of trading in Handicare’s shares will be 26 March 2021.The Offer is now completed. At the end of the extended acceptance period on 18 March 2021, the Offer has been accepted by shareholders representing an additional 101,064 shares in Handicare, corresponding to approximately 0.2 per cent of the total number of shares and votes in Handicare. This entails that Savaria (Sweden) now owns a total of 56,219,509 shares in Handicare, corresponding to approximately 95.4 per cent of the total number of shares and votes in Handicare. Settlement of the shares tendered in the Offer during the extension of the acceptance period is expected to commence on or around 25 March 2021.Pursuant to the obligation under the Nasdaq Stockholm takeover rules to procure fair treatment of participants in long-term incentive plans, Savaria (Sweden) has offered the participants in Handicare’s long-term incentive program 2019 to sell their warrants of series LTIP 2019 to Savaria (Sweden) at a price per warrant of SEK 5.02 as calculated using the so-called see-through value.Information about the OfferThe offer document in Swedish and English and other information about the Offer is available on Savaria (Sweden)’s website (www.nordic-offer.com).For administrative questions regarding the Offer, please contact your bank or the nominee registered as holder of your shares.Important informationSavaria (Sweden) discloses the information provided herein pursuant to the Swedish Stock Market (Takeover Bids) Act and the Swedish Takeover Rules. The information was submitted for announcement at 2:00 p.m. (CET) on 19 March 2021.This press release has been published in Swedish and English. In the event of any discrepancy in content between the two language versions, the Swedish version shall prevail.The Offer is not being made, directly or indirectly, in or into Australia, Canada, Hong Kong, Japan, New Zealand, South Africa, Switzerland or the United States or in any other jurisdiction where such offer pursuant to legislation and regulations in such relevant jurisdiction would be prohibited by applicable law, by use of mail or any other communication means or instrumentality (including, without limitation, facsimile transmission, electronic mail, telex, telephone and the Internet) of interstate or foreign commerce, or of any facility of national securities exchange or other trading venue, of Australia, Canada, Hong Kong, Japan, New Zealand, South Africa, Switzerland or the United States, and the Offer cannot be accepted by any such use or by such means, instrumentality or facility of, in or from, Australia, Canada, Hong Kong, Japan, New Zealand, South Africa, Switzerland or the United States. Accordingly, this press release or any documentation relating to the Offer are not being and should not be sent, mailed or otherwise distributed or forwarded in or into Australia, Canada, Hong Kong, Japan, New Zealand, South Africa, Switzerland or the United States.This press release is not being, and must not be, sent to shareholders with registered addresses in Australia, Canada, Hong Kong, Japan, New Zealand, South Africa, Switzerland or the United States. Banks, brokers, dealers and other nominees holding shares for persons in Australia, Canada, Hong Kong, Japan, New Zealand, South Africa, Switzerland or the United States must not forward this press release or any other document received in connection with the Offer to such persons. For purposes of this section, “United States” refers to the United States of America (its territories and possessions, any state of the United States and the District of Columbia).The Offer and the information and documents contained in this press release are not being made and have not been approved by an authorized person for the purposes of section 21 of the UK Financial Services and Markets Act 2000 (the “FSMA”). Accordingly, the information and documents contained in this press release are not being distributed to, and must not be passed on to, the general public in the United Kingdom. The communication of the information and documents contained in this press release is exempt from the restriction on financial promotions under section 21 of the FSMA on the basis that it is a communication by or on behalf of a body corporate which relates to a transaction to acquire day to day control of the affairs of a body corporate; or to acquire 50 per cent or more of the voting shares in a body corporate, within article 62 of the UK Financial Services and Markets Act 2000 (Financial Promotion) Order 2005.Statements in this press release relating to future status or circumstances, including statements regarding future performance, growth and other trend projections and other benefits of the Offer, are forward-looking statements. These statements may generally, but not always, be identified by the use of words such as “anticipates”, “intends”, “expects”, “believes”, or similar expressions. By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future. There can be no assurance that actual results will not differ materially from those expressed or implied by these forward-looking statements due to many factors, many of which are outside the control of Savaria (Sweden). Any such forward-looking statements speak only as of the date on which they are made and Savaria (Sweden) has no obligation (and undertakes no such obligation) to update or revise any of them, whether as a result of new information, future events or otherwise, except for in accordance with applicable laws and regulations.______________________________
1 A newly established company under name change from Goldcup 26098 AB.
2 A corporation organised and existing under the laws of the Province of Alberta, Canada, with Canadian registration number 1161491460, having its registered office at 4350 Highway 13, Laval, Québec H7R 6E9 Canada and listed on the Toronto Stock Exchange (TSX:SIS).
At the end of the initial acceptance period on 4 March 2021, Savaria (Sweden) announced that the Offer had been accepted by shareholders representing 56,118,445 shares in Handicare, corresponding to 95.2 per cent of the total number of shares and votes in Handicare. Since shareholders representing more than 90 per cent of the shares in Handicare had accepted the Offer, all conditions for completion of the Offer had been fulfilled. Accordingly, the Offer was declared unconditional in all respects and Savaria (Sweden) announced that it would complete the acquisition of the shares tendered in the Offer. Furthermore, Savaria (Sweden) announced that it had initiated compulsory redemption of the remaining shares in Handicare and that the acceptance period was extended until 18 March 2021 at 5:00 p.m. (CET). The board of directors of Handicare has since announced that it has resolved to apply for delisting of Handicare’s shares from Nasdaq Stockholm and that the last day of trading in Handicare’s shares will be 26 March 2021.The Offer is now completed. At the end of the extended acceptance period on 18 March 2021, the Offer has been accepted by shareholders representing an additional 101,064 shares in Handicare, corresponding to approximately 0.2 per cent of the total number of shares and votes in Handicare. This entails that Savaria (Sweden) now owns a total of 56,219,509 shares in Handicare, corresponding to approximately 95.4 per cent of the total number of shares and votes in Handicare. Settlement of the shares tendered in the Offer during the extension of the acceptance period is expected to commence on or around 25 March 2021.Pursuant to the obligation under the Nasdaq Stockholm takeover rules to procure fair treatment of participants in long-term incentive plans, Savaria (Sweden) has offered the participants in Handicare’s long-term incentive program 2019 to sell their warrants of series LTIP 2019 to Savaria (Sweden) at a price per warrant of SEK 5.02 as calculated using the so-called see-through value.Information about the OfferThe offer document in Swedish and English and other information about the Offer is available on Savaria (Sweden)’s website (www.nordic-offer.com).For administrative questions regarding the Offer, please contact your bank or the nominee registered as holder of your shares.Important informationSavaria (Sweden) discloses the information provided herein pursuant to the Swedish Stock Market (Takeover Bids) Act and the Swedish Takeover Rules. The information was submitted for announcement at 2:00 p.m. (CET) on 19 March 2021.This press release has been published in Swedish and English. In the event of any discrepancy in content between the two language versions, the Swedish version shall prevail.The Offer is not being made, directly or indirectly, in or into Australia, Canada, Hong Kong, Japan, New Zealand, South Africa, Switzerland or the United States or in any other jurisdiction where such offer pursuant to legislation and regulations in such relevant jurisdiction would be prohibited by applicable law, by use of mail or any other communication means or instrumentality (including, without limitation, facsimile transmission, electronic mail, telex, telephone and the Internet) of interstate or foreign commerce, or of any facility of national securities exchange or other trading venue, of Australia, Canada, Hong Kong, Japan, New Zealand, South Africa, Switzerland or the United States, and the Offer cannot be accepted by any such use or by such means, instrumentality or facility of, in or from, Australia, Canada, Hong Kong, Japan, New Zealand, South Africa, Switzerland or the United States. Accordingly, this press release or any documentation relating to the Offer are not being and should not be sent, mailed or otherwise distributed or forwarded in or into Australia, Canada, Hong Kong, Japan, New Zealand, South Africa, Switzerland or the United States.This press release is not being, and must not be, sent to shareholders with registered addresses in Australia, Canada, Hong Kong, Japan, New Zealand, South Africa, Switzerland or the United States. Banks, brokers, dealers and other nominees holding shares for persons in Australia, Canada, Hong Kong, Japan, New Zealand, South Africa, Switzerland or the United States must not forward this press release or any other document received in connection with the Offer to such persons. For purposes of this section, “United States” refers to the United States of America (its territories and possessions, any state of the United States and the District of Columbia).The Offer and the information and documents contained in this press release are not being made and have not been approved by an authorized person for the purposes of section 21 of the UK Financial Services and Markets Act 2000 (the “FSMA”). Accordingly, the information and documents contained in this press release are not being distributed to, and must not be passed on to, the general public in the United Kingdom. The communication of the information and documents contained in this press release is exempt from the restriction on financial promotions under section 21 of the FSMA on the basis that it is a communication by or on behalf of a body corporate which relates to a transaction to acquire day to day control of the affairs of a body corporate; or to acquire 50 per cent or more of the voting shares in a body corporate, within article 62 of the UK Financial Services and Markets Act 2000 (Financial Promotion) Order 2005.Statements in this press release relating to future status or circumstances, including statements regarding future performance, growth and other trend projections and other benefits of the Offer, are forward-looking statements. These statements may generally, but not always, be identified by the use of words such as “anticipates”, “intends”, “expects”, “believes”, or similar expressions. By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future. There can be no assurance that actual results will not differ materially from those expressed or implied by these forward-looking statements due to many factors, many of which are outside the control of Savaria (Sweden). Any such forward-looking statements speak only as of the date on which they are made and Savaria (Sweden) has no obligation (and undertakes no such obligation) to update or revise any of them, whether as a result of new information, future events or otherwise, except for in accordance with applicable laws and regulations.______________________________
1 A newly established company under name change from Goldcup 26098 AB.
2 A corporation organised and existing under the laws of the Province of Alberta, Canada, with Canadian registration number 1161491460, having its registered office at 4350 Highway 13, Laval, Québec H7R 6E9 Canada and listed on the Toronto Stock Exchange (TSX:SIS).
