On 29 March 2021, Corem announced a public offer to the shareholders of Klövern to acquire all outstanding ordinary shares of class A, ordinary shares of class B and preference shares in Klövern in exchange for newly issued shares in Corem.
The total value of the Offer amounts to SEK 19,479 million, equal to approximately SEK 16.5 per ordinary share and SEK 323.0 per preference share in Klövern at the time of the Offer, based on the closing prices of each company’s ordinary shares of class A and class B, and preference shares as of 26 March 2021.
Corem offers the shareholders in Klövern the following:
# Holders of ordinary shares of class A in Klövern 0.88 newly issued ordinary shares of class A in Corem for each ordinary share of class A in Klövern.
# Holders of ordinary shares of class B in Klövern 0.86 newly issued ordinary shares of class B in Corem for each ordinary share of class B in Klövern.
# Holders of preference shares in Klövern 1.12 newly issued ordinary shares of class D in Corem for each preference share in Klövern. As an alternative consideration, preference shareholders may choose to receive 1.00 newly issued preference share in Corem for each preference share in Klövern.
The completion of the Offer is conditional upon, inter alia, that Corem becomes the owner of more than 90 per cent of the shares in Klövern, that the Annual General Meeting in Corem resolves on the necessary authorisations to enable the issuance of new shares in Corem to be paid as consideration in the Offer, and that the acquisition is approved by relevant competition authorities.
In total, Corem has secured acceptance of the Offer through irrevocable undertakings and Corem’s own holdings, from owners representing approximately 43.7 per cent of the outstanding share capital and 59.4 per cent of the outstanding votes in Klövern.