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- COMPLETION OF ALTRAD'S VOLUNTARY OFFER FOR ALL SHARES IN BEERENBERG
COMPLETION OF ALTRAD'S VOLUNTARY OFFER FOR ALL SHARES IN BEERENBERG
20 Nov 2024 08:00 CET
Issuer
Beerenberg AS
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, INTO OR WITHIN CANADA, AUSTRALIA, NEW ZEALAND, SOUTH AFRICA, HONG
KONG, JAPAN OR ANY OTHER JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR
DISTRIBUTION WOULD BE UNLAWFUL.
20 November 2024: Reference is made to the announcement made on 4 September 2024
by Beerenberg AS ("Beerenberg" or the "Company") and Altrad Investment Authority
S.A.S ("Altrad" or the "Offeror") regarding the issuance of an offer document
(the "Offer Document") for the board recommended unregulated voluntary cash
offer to acquire all outstanding shares in the Company (the "Shares") not
already owned by the Offeror with an offer price of NOK 41.50 per share (the
"Offer"). Reference is further made to the announcement dated 12 November 2024
in which the Offeror declared the Offer unconditional with settlement within 26
November 2024.
Following final verification of acceptances, the Offeror has received
acceptances under the Offer for a total of 17,629,569 shares, which together
with Shares already held by the Offeror corresponds to approximately 96.47% of
the issued share capital and votes in the Company.
The Offeror hereby announces that the Offer has been completed and that
settlement of the Offer has been made pursuant to the terms set out under
section 1.13 of the Offer Document. For every Share for which the Offer has been
lawfully accepted, the Offeror has paid a consideration of NOK 41.50.
As set out in section 1.27 of the Offer Document, the Offeror intends to carry
out a compulsory acquisition of the remaining Shares not held by the Offeror at
a price per share of NOK 41.50, which is equal to the price in the Offer. A
separate stock exchange announcement will be published when the compulsory
acquisition has been resolved by the Offeror in accordance with section 4-26 of
the Norwegian Private Limited Companies Act.
For more information, please refer to the Offer Document dated 4 September 2024.
The Offer Document is available, subject to regulatory restrictions in certain
jurisdictions, on www.danskebank.no/beerenberg.
Advisers
BNP Paribas is acting as exclusive financial adviser and Advokatfirmaet
Wiersholm AS is acting as legal adviser to Altrad. Danske Bank, Norwegian branch
is acting as receiving agent for the Offer.
SpareBank 1 Markets AS is acting as financial advisor and Wikborg Rein
Advokatfirma AS is acting as legal advisor to Beerenberg.
About Beerenberg
Beerenberg has delivered cost efficient solutions to a wide range of industrial
enterprises for 47 years. Beerenberg is one of the leading suppliers of
maintenance and modifications services on the Norwegian Continental Shelf as
well as a global provider of insulating products. The group's expertise covers
the entire life cycle of the petroleum industry from field studies and newbuilds
to maintenance, modifications, and lifetime extensions. The operational
activities are organized in Beerenberg Services and its subsidiaries.
Headquartered in Bergen, Beerenberg has offices in Stavanger and Skien in Norway
and in Poland, UK, South-Korea, Thailand, Brazil, and Singapore. To learn more,
please visit www.beerenberg.com.
Important notice
The Offer is being made to shareholders of Beerenberg as resident in the United
States in reliance on the Tier I exemption pursuant to Rule 14d-1 (c) under the
U.S. Securities Exchange of 1934, as amended (the "U.S. Exchange Act"), and
otherwise in accordance with the requirements of Norwegian law. Accordingly, the
Offer is subject to disclosure and other procedural requirements, including with
respect to the offer timetable, that are different from those that would be
applicable under U.S. domestic tender offer procedures and law. Furthermore, the
payment and settlement procedure with respect to the Offer will comply with
established practice in the Norwegian market, which differ from payment and
settlement procedures customary in the United States, particularly with regard
to the payment date of the consideration.
The Offer relates to shares of a Norwegian company listed and trading on
Euronext Growth Oslo and is subject to the legal provisions regarding the
implementation and disclosure requirements for such an offer, which differ
substantially from the corresponding legal provisions of the United States. For
example, the financial statements and certain financial information in the Offer
Document concerning the Company have been determined in accordance with the
International Financial Reporting Standards ("IFRS") and may therefore not be
comparable to the financial statements or financial information of U.S.
companies and other companies whose financial information is determined in
accordance with the Generally Accepted Accounting Principles of the United
States ("U.S. GAAP").
Pursuant to an exemption from Rule 14e-5 under the U.S. Exchange Act, the
Offeror and its affiliates or brokers (acting as agents for the Offeror or its
affiliates, as applicable) may from time to time, and other than pursuant to the
Offer, directly or indirectly, purchase or arrange to purchase, Shares or any
securities that are convertible into, exchangeable for or exercisable for such
Shares during the period in which the Offer remains open for acceptance, so long
as those acquisitions or arrangements comply with applicable Norwegian law and
practice and the provisions of such exemption.
The Offer and the distribution of this announcement and other information in
connection with the Offer may be restricted by law in certain jurisdictions. The
Offer Document and the related acceptance form will not and may not be
distributed, forwarded or transmitted into or within any jurisdiction where
prohibited by applicable law, including, without limitation, Canada, Australia,
New Zealand, South Africa, Hong Kong and Japan. The Offeror does not assume any
responsibility in the event there is a violation by any person of such
restrictions. Persons into whose possession this announcement or such other
information should come are required to inform themselves about and to observe
any such restrictions.
This announcement is not an offer document and, as such, does not constitute an
offer or the solicitation of an offer to acquire the Shares. Investors may
accept the Offer only on the basis of the information provided in the Offer
Document. Offers will not be made directly or indirectly in any jurisdiction
where either an offer or participation therein is prohibited by applicable law
or where any tender offer document or registration or other requirements would
apply in addition to those undertaken in Norway.
This announcement contains certain forward-looking statements within the meaning
of the securities and laws and regulations of various international, federal,
and state jurisdictions. All statements, other than statements of historical
fact, included herein, including without limitation, statements regarding the
Offer, future plans and objectives of Company or 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.
More information:
Access the news on Oslo Bors NewsWeb site
Source
Beerenberg AS
Provider
Oslo Børs Newspoint
Company Name
BEERENBERG AS
ISIN
NO0013017574
Symbol
BBERG
Market
Euronext Growth