Treasure ASA: Wilh. Wilhelmsen Holding ASA to launch offer 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
Lysaker, 7 June 2023. Wilh. Wilhelmsen Holding ASA ("Wilh. Wilhelmsen Holding")
hereby announces an offer to acquire all outstanding 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 offer period for the Offer will commence at 09:00 (CEST) on 7 June 2023 and
end at 16:30 (CEST) on 21 June 2023. The price offered per share is NOK 20.
Settlement of the Offer is expected to take place within 5 July 2023.
Wilh. Wilhelmsen Holding's shareholding in Treasure has remained above 70% since
before the listing of Treasure in 2016. Given the relatively low liquidity in
the Treasure shares on the Oslo Stock Exchange over time, Wilh. Wilhelmsen
Holding is making the Offer for the purposes of offering a liquidity event to
all Treasure shareholders. Depending on Wilh. Wilhelmsen Holding's shareholding
and the remaining Treasure shareholder base following completion of the Offer,
Wilh. Wilhelmsen Holding will consider whether a continued listing of Treasure's
shares on the Oslo Stock Exchange is deemed suitable in a long-term perspective,
and may consider a delisting from the Oslo Stock Exchange if, following
completion of the Offer, Wilh. Wilhelmsen Holding's shareholding in Treasure is
The Offer is not subject to any conditions and valid acceptances by shareholders
in the Company are irrevocable. The complete terms and conditions for the Offer,
including a description of the procedure for accepting the Offer, are set out in
the Offer Document, which, subject to regulatory restrictions, will be available
on the website of Arctic Securities AS, https://www.arctic.com/offerings. The
Offer Document will also be sent free of charge to all shareholders in the
Company as registered in the shareholder register in the Norwegian Central
Securities Depository immediately prior to launch of the Offer, save to
jurisdictions where the Offer Document may not be lawfully distributed or may
require registration or other measures.
As of the date hereof, the Offeror owns 160,000,000 shares in the Company,
representing approximately 77.96% of the outstanding share capital.
Arctic Securities AS is acting as financial advisor to the Offeror and as
receiving agent for the Offer. Advokatfirmaet Wiersholm AS is acting as legal
advisor to the Offeror.
Contact information regarding the Offer
Arctic Securities AS
Tel: +47 21 01 30 40
E-mail: [email protected]
This information is considered to be inside information pursuant to the EU
Market Abuse Regulation and is subject to the disclosure requirements according
to section 5-12 of the Norwegian Securities Trading Act. This stock exchange
announcement was published by Thomas Finnema, CFO, Treasure ASA, on 7 June 2023
at 08:30 CEST.
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 this 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.