Treasure ASA: Final results of the offer from Wilh. Wilhelmsen Holding ASA to acquire all outstanding shares in Treasure ASA
NOT FOR DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR WITHIN CANADA,
AUSTRALIA, JAPAN OR ANY JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD
BE UNLAWFUL OR WOULD REQUIRE REGISTRATION OR OTHER MEASURES
Reference is made to the announcement by Wilh. Wilhelmsen Holding ASA ("Wilh.
Wilhelmsen Holding") on 7 June 2023 regarding an offer to acquire all shares in
Treasure ASA ("Treasure" or the "Company") that are not already owned by Wilh.
Wilhelmsen Holding (the "Offer") on the terms and conditions set out in the
offer document prepared by Wilh. Wilhelmsen Holding dated 7 June 2023 (the
"Offer Document"). The acceptance period for the Offer ended today, 21 June 2023
at 16:30 CEST.
Wilh. Wilhelmsen Holding has today received acceptances under the Offer for
989,128 shares in the Company. Upon expiry of the acceptance period in the
Offer, Wilh. Wilhelmsen Holding had received valid acceptances for in total
1,065,375 shares in the Company, corresponding to approximately 0.52% of the
registered share capital and voting rights in the Company.
Following completion of the Offer, and subject to due settlement of the shares
for which acceptances are received, Wilh. Wilhelmsen Holding will own
161,065,375 shares in Treasure, representing 78.48% of the total registered
share capital and voting rights in Treasure.
The number of acceptances for which shares are received in the Offer may change
based on final counting at the time of settlement.
In accordance with the terms of the Offer, settlement of the Offer will be made
in NOK as soon as reasonably possible and no later than 14 calendar days after
expiry of the offer period (i.e., 5 July 2023).
Wilh. Wilhelmsen Holding is a close associate of Thomas Wilhelmsen, Chairman of
the Board of Directors, and Christian Berg, member of the Board of Directors of
the Company. Please see the attached notification for further information.
Contact information regarding the Offer
Arctic Securities AS
Tel: +47 21 01 30 40
E-mail: [email protected]
This information is subject to the disclosure requirements in article 19 of
Regulation (EU) No 596/2014 (the EU Market Abuse Regulation) and section 5-12 of
the Norwegian Securities Trading Act.
The distribution of this announcement and the making of the Offer may in certain
jurisdictions (including, but not limited to, Canada, Australia and Japan) be
restricted by law. The information in this announcement does not constitute an
offer of securities for sale in such jurisdictions. Persons into whose
possession this announcement comes, are required to, and should inform
themselves of and observe, any such restrictions. Any failure to comply with
these restrictions may constitute a violation of the securities laws of any such
jurisdiction. Neither the offeror nor Arctic Securities AS (or any of their
representatives) assume any responsibility or liability for any violation by any
person whomsoever of any such restriction.
Notice to shareholders in the United States
The Offer is made to shareholders in the Company resident in the United States
by the offeror and not by any other person. The Offer is for the shares of a
Norwegian company listed for trading on Oslo Børs and is governed by provisions
of Norwegian law. Those provisions differ considerably from the corresponding
United States legal provisions. Only a limited set of United States legal
provisions apply to the Offer and the Offer Document. The applicable disclosure
requirements of Norwegian law are different than those of the U.S. securities
laws in certain material respects. The Offer is being made in reliance upon
exemptions afforded by Rule 14d-1(c) under the U.S. Securities Exchange Act of
1934 (the "Exchange Act"). The timing of payments, settlement procedures, and
other timing and procedural matters of the Offer are consistent with Norwegian
practice, which differs from U.S. domestic tender offer procedures.
This announcement and/or the Offer Document may contain certain forward-looking
statements. All statements, other than statements of historical fact, included
herein, including without limitation, statements regarding the Offer or the
future plans and objectives of the offeror are forward-looking statements that
involve risk and uncertainties. There can be no assurances that such statements
will prove to be accurate and actual results could differ materially from those
anticipated in such statements.