Update on acceptances, conditions and price – voluntary offer for all outstanding shares in Data Respons ASA
Brussels, Belgium and Oslo, Norway –11 February 2020
Reference is made to the offer document dated 10 January 2020 (the "Offer Document") regarding AKKA Technologies SE's (“AKKA”, the "Offeror") recommended voluntary offer for all outstanding shares in Data Respons ASA ("Data Respons") against a settlement in cash of NOK 48.00 per share (the "Offer"). Reference is also made to the stock exchange notice sent 10 February 2020 regarding extension of the acceptance period.
Shareholders holding 47,885,890 shares in Data Respons, representing 63.42% of the shares, have accepted the Offer. As a result of the above and previous acquisitions, AKKA owns, or has, through acceptances, rights to, in total 48,390,389 shares in Data Respons, representing in total 64.08% of the share capital.
AKKA hereby irrevocably announces that it will not increase the offer price in the Offer, ref the Offer Document sections 4.1 and 4.8.
Furthermore, AKKA hereby announces that the closing condition relating to minimum acceptance of the Offer as set out in the Offer Document section 4.3 (a) “Minimum acceptance” is waived in full. Provided that no other conditions for completion are breached (ref the Offer Document section 4.3 letters (b), (d), (e), (f) and (g)), the Offer is currently expected to be completed at the end of the offer period as adjusted. The Offeror maintains its right to further extend the offer period (one or several times), but not beyond 23 March 2020 at 16:30 hours (CET).
The complete terms and conditions for the Offer, including procedures for how to accept the Offer and detailed information regarding settlement, are set out in the Offer Document, with the amended offer period for the Offer as described herein.
The Offer Document is, subject to regulatory restrictions in certain jurisdictions, available at www.dnb.no/emisjoner/ (http://www.dnb.no/emisjoner/), as well as on the homepages of AKKA at www.akka-technologies.com/investors/ (http://www.akka-technologies.com/investors/) and Data Respons at www.datarespons.com (http://www.datarespons.com).
J.P. Morgan Securities Plc is acting as financial adviser to the Offeror and DNB Markets, a part of DNB Bank ASA, is acting as domestic financial advisor and receiving agent. Advokatfirmaet Thommessen AS is the Norwegian legal adviser to the Offeror in connection with the Offer. For further information, please contact: Dov Levy: + 32(0) 2 712 61 24 VP Investor Relations of AKKA Markus Leutert: + 32(0) 4 96 26 27 55 Group Head of Communications or AKKA Important Information about this release The Offer Document contains further details regarding the Offer, and the Data Respons shareholders are advised to review the Offer Document in detail. The Offer and the distribution of this announcement and other information in connection with the Offer may be restricted by law in certain jurisdictions and the Offer is not made in any jurisdiction where the making of the Offer would not be in compliance with the laws of such jurisdiction. The Offeror assumes 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. This announcement does not in itself constitute an offer. The Offer is made in the Offer Document and can only be accepted pursuant to the terms of such document.
NOT FOR DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO AUSTRALIA, CANADA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL.