NTEL: Compulsory acquisition of shares in Nortel AS
Oslo, 20 September 2023
Reference is made to the announcement dated 20 September 2023 regarding the
completion of the offer by Unifon Holding AS (the "Offeror") for all shares in
Nortel AS (the "Company") (the "Offer").
The board of directors of the Offeror has resolved to carry out a compulsory
acquisition of all remaining shares in the Company (the "Minority Shares"), with
immediate effect, pursuant to section 4-26 of the Norwegian Private Limited
Liability Companies Act.
The redemption price for each Minority Share offered in the compulsory
acquisition will be NOK 27.50 per Minority Share, which corresponds to the offer
price pursuant to the Offer. The full redemption amount has been placed in a
separate bank account with DNB Bank ASA, in accordance with the procedure set
out in section 4-26 of the Norwegian Private Limited Liability Companies Act.
The rights and ownership of the Minority Shares is as of the date hereof
automatically transferred to the Offeror, pursuant to section 4-26 of the
Norwegian Private Limited Liability Companies Act. Accordingly, the Offeror is
as of the date hereof the Company's sole shareholder, holding 100% of the share
capital and voting rights in the Company.
Any objections to, or rejection of, the offered redemption price must be made no
later than on 25 November 2023. Former shareholders of the Company who do not
object to, or reject, the offered redemption price within this deadline, will be
deemed to have accepted the redemption price. A letter regarding the compulsory
acquisition will be sent to all former shareholders of the Company with known
address and whose shares have been acquired by way of the compulsory
acquisition. In addition, the compulsory acquisition will be announced in the
electronic gazette of the Norwegian Register of Business Enterprises.
Following the compulsory acquisition, the Offeror will pursue a delisting of the
shares in the Company from Euronext Growth Oslo. A separate stock exchange
announcement will be published regarding such delisting.