On 29 March 2021, Corem announced a public offer to the shareholders of Klövern AB (publ) (“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, which was adjusted regarding the ordinary shares of class B in Klövern by way of press release on 19 April 2021.
The acceptance period for the Offer ended on 11 June 2021. Today, Corem announces that:
# Corem has decided to complete the Offer. All conditions for the completion of the Offer have been fulfilled or waived.
# the Offer has been accepted to such extent that Corem after completion holds approximately 89.1 per cent of the outstanding share capital and approximately 90.8 per cent of the votes in Klövern.
# Corem extends the acceptance period for the Offer until 23 June 2021 in order for the remaining shareholders to be given the opportunity to accept the Offer.
Up to and including 11 June 2021, 67,816,706 ordinary shares of class A, 677,612,431 ordinary shares of class B and 14,244,212 preference shares in Klövern had been submitted in the Offer, corresponding to 72.5 per cent of the outstanding share capital and 75.4 per cent of the votes in Klövern. In addition, Corem has acquired 155,000 preference shares in Klövern (at a price which does not exceed the price in the Offer). Together with Corem’s previous holdings, Corem thus controls a total of 79,691,706 ordinary share of class A, 839,362,431 ordinary share of class B, and 14,399,212 preference shares, corresponding to approximately 89.1 per cent of the outstanding share capital and approximately 90.8 per cent of the votes in Klövern.
Corem offered preference shareholders in Klövern to either receive newly issued ordinary shares of class D or preference shares in Corem as consideration in the Offer. Shareholders representing 4,558,385 preference shares in Klövern have chosen to receive ordinary shares of class D in Corem. Shareholders representing 9,685,827 preference shares in Klövern have chosen to receive preference shares in Corem.
To give remaining shareholders the opportunity to accept the Offer, the acceptance period is extended until 15:00 CEST on 23 June 2021. Payment of consideration to the shareholders who have already accepted the Offer is expected to begin around 17 June 2021. Payment of consideration to the shareholders who accept the Offer during the extended acceptance period is expected to begin around 30 June 2021. Corem may acquire shares in Klövern on the market during the extended acceptance period.
Corem reserves the right to extend the acceptance period for the Offer and to postpone the payment of consideration.
In the event that Corem, in connection with the Offer or in any other way, becomes the owner of shares corresponding to more than 90 percent of the shares in Klövern, Corem intends to demand compulsory redemption in accordance with the Swedish Companies Act (2005:551) in order to acquire all remaining shares in Klövern. In connection with this, Corem intends to promote a de-listing of Klövern's shares from Nasdaq Stockholm. The last day for trading in Klövern's shares on Nasdaq Stockholm will be announced by Klövern after it has been determined by Nasdaq Stockholm.
As the Offer is now unconditional, the shareholders who have accepted the Offer, or will accept the Offer, do not have the right to withdraw their acceptances.