The Offer is not being dating dator lahti, and this press release may not be distributed, directly or indirectly, in or into, nor will any tender of shares be accepted from or on behalf of holders in, Australia, Canada, Hong Kong, Japan, New Zealand, South Africa, Switzerland or USA or any other jurisdiction in which the making of the Offer, the distribution of this press release or the acceptance of the Offer would contravene applicable laws or regulations or require further offer documents, filings or other actions in addition to those required under Swedish law.
Press release 17 February Verdane Intressenter announces a recommended cash offer to the shareholders and the holders of convertibles in Capilon. The Offer in Brief. Verdane Intressenter offers SEK 29 for each share in Capilon and SEK 29 for each convertible together with accrued interest on the convertible debenture until Verdane Intressenter announces that it completes the Offer. The Offer represents a premium of. Capilon's Board of Directors has unanimously 1 decided dating dator lahti recommend the shareholders and convertible debenture holders in Capilon to accept the Offer.
Shareholders and holders of convertibles with holdings equivalent to app 34 per cent of the capital and votes, after full dilution, have undertaken on certain conditions to accept the Offer. The Offer is, inter alia, conditional upon the Offer being accepted to such an extent that Capilon becomes the owner of more than 90 per cent of the total amount of dating dator lahti and convertible debentures in Capilon, on a fully-diluted basis.
The Offer is not conditional on financing. The acceptance period for the Offer is expected to commence on or about 29 February and end on or about 21 March The payment of the settlement is expected to commence on or about 30 March Background and Reason for the Offer. Capilon is a private equity firm that invests in industrial companies. Capilon contributes with capital, an active involvement in and a responsible long term commitment to increase the value of its investments.
Capilon consists of seven divisions in three subsidiaries. The subsidiary Scanacon is an environmental technology company in the metal industry. MJP Waterjets is one of the leading suppliers of water jets in the world. Alcopropeller produces propeller blades dating dator lahti bronze and stainless steel. The subsidiary TermoRegulator is a group consisting of three lines of business: TermoRegulator, Kvarnmon Hydraulics and eC ErgoTronic. TermoRegulator is a supplier of sheet metal work. Kvarnmon Hydraulics manufactures hydraulic tanks for mobile hydraulic applications.
The Verdane sphere has, through Verdane Capital VII and former investment funds, had ownership in over companies, of which many have been industrial companies. This has created a wealth of experience and knowledge with regards to building industrial networks. Verdane Capital VII has followed Capilon for some time and believes that several of its subsidiaries have good growth potential. A long-term strategy and significant investments in product development, organisation and international expansion is however required to realize the potential of some of the subsidiaries.
Verdane Intressenter is of the opinion that an investment heavy and long-term dating dator lahti for Capilon is best executed with a financially strong private owner topp hookup nettsteder kaarina the company capable of having a long term perspective. Verdane Capital VII has used considerable resources to evaluate Capilon and considers, based on this evaluation, that the Offers is attractive for dating dator lahti holders and holders of convertibles in the company.
The purpose with an acquisition is to continue the development work of each respective subsidiary by working with the existing management, and, when necessary, by investing additional capital in product development and other areas. Verdane Intressenter is aware that Capilon has initiated a process to divest the subsidiary TermoRegulator and Verdane Intressenter believes that this process should be continued and completed as soon as possible after the completion of the Offer.
Verdane Intressenter offers SEK 29 in cash for each share in Capilon and SEK 29 in cash for each convertible together with accrued interest on the convertible debenture until Verdane Intressenter announce that it completes the Offer. If Capilon pays dividends or makes any other value transfer, which occurs prior to the settlement of the Offer, the consideration paid in the Offer as described above will decrease accordingly.
Dating dator lahti will not be charged in connection with the Offer. Conditions for the Offer. Completion of the Offer is conditional upon: Verdane Intressenter reserves the right to withdraw the Offer in dating dator lahti event it becomes clear that the above conditions are not fulfilled or cannot be fulfilled. With regard to conditions ii - viihowever, such withdrawal will only be made if the non-fulfilment is of material importance to Verdane Intressenter's acquisition of shares dating dator lahti convertible s in Capilon.
Verdane Intressenter reserves the right to waive, in whole or in part, one or more of the conditions above, including with respect to condition i above, to complete the Offer at a lower level of acceptance. Verdane Intressenter has received a binding undertaking from Verdane Capital VII enabling Verdane Intressenter to complete the Offer by cash payment.
Verdane Capital VII has a total of SEK 1 million to invest of which SEK 1 million has not been used as per 1 Januaryand is not dependent on a third party to complete the Offer. The offer is hence not subject to any financing condition. Recommendation from the Board of Directors in Capilon. Capilon's Board of Directors has unanimously 3 decided to recommend the shareholders and holders of convertibles in the Capilon to accept the Offer.
The recommendation is supported by a fairness opinion from Navigo Dating dator lahti. Irrevocable Undertakings from Shareholders and Convertible Debenture Holders in Capilon. These undertakings are conditional upon no other party announcing a competing offer to acquire all shares and convertibles in Capilon for a price at least 20 per cent higher than the price in the Offer or Verdane Intressenter withdrawing the Offer.
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