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Reference is made to the announcement on 6 March 2025 regarding an acquisition
of shares in Saga Pure ASA (“Saga” or the “Company”) by Tycoon Industrier AS
(“Tycoon” or the “Offeror”), which implied that Tycoon, together with its
related party Øystein Stray Spetalen, exceeded an ownership of 50% of the shares
and votes in the Company. Thus, Tycoon triggered a requirement to launch a
mandatory offer for all remaining shares in Saga (the “Mandatory Offer”), and in
the mentioned announcement it was informed that Tycoon intended to launch the
Mandatory Offer.
Reference is further made to the mandatory offer and offer document dated 8
April 2025 with an incorrect offer price (the “NOK 1.2822 Offer”). For
information on the NOK 1.2822 Offer, please see below.
The Mandatory Offer
The Norwegian Financial Supervisory Authority in its capacity as take-over
supervisory authority in Norway has, pursuant to Section 6-14 of the Norwegian
Securities Trading Act, reviewed and approved, on 10 April 2025, the offer
document for the Mandatory Offer (the “Offer Document”). The terms of the
Mandatory Offer are set out in the Offer Document.
The main terms of the Offer are:
· Offer price: NOK 1.33 in cash per share in Saga (the “Offer Price”).
· Offer period: From and including 11 April 2025 to 9 May 2025 at 16:30 CEST,
subject to extension at the sole discretion of the Offeror (the “Offer Period”).
The Offer Period will in no event be extended beyond 23 May 2025.
· Settlement: In NOK, no later than two weeks after expiry of the Offer
Period.
· Receiving agent: DNB Markets, a part of DNB Bank ASA
The Offer may only be accepted on the basis of the Offer Document, which will be
distributed to the shareholders in Saga as registered in Euronext Securities
Oslo (the Norwegian Central Securities Depository, VPS) as of the last trading
date before the date of the Offer Document, except for shareholders in
jurisdictions where it may not be lawfully distributed.
The Offer Document will, subject to regulatory restrictions in certain
jurisdictions, be available at the webpage of Tycoon (https://ferncliff.no/).
Tycoon will also publish a link on its website where private investors can
access for acceptance of the offer by using Norwegian Bank-id. This is an
alternative to the ordinary process by using distributed Acceptance Forms.
Subject to regulatory restrictions in certain jurisdictions, the Offer Document
may also be obtained free of charge during ordinary business hours at the
offices of the receiving agent, DNB Bank ASA, Dronning Eufemias gate 30, 0191
Oslo, Norway.
The Offer will not be made in any jurisdiction in which the making of the Offer
would not be in compliance with the laws of such jurisdiction, and the Offer may
not be accepted by shareholders of Saga who cannot legally accept the Offer.
The NOK 1.2822 Offer
Any acceptances tendered under the NOK 1.2822 Offer are considered lapsed and
without effect, and will not be binding on the relevant shareholder.
Shareholders that previously accepted the NOK 1.2822 Offer, and who wish to
accept this Mandatory Offer, must accept the Mandatory Offer in accordance with
the procedures described in the Offer Document.
For further information regarding the NOK 1.2822 Offer, please refer to earlier
announcements from the Company dated 9 April 2025 and from the Norwegian
Financial Supervisory Authority on 9 April 2025 and on 10 April 2025.
ADVISORS
DNB Markets, a part of DNB Bank ASA, is acting as receiving agent for the Offer.
Advokatfirmaet CLP DA is acting as Norwegian legal counsel for the Offeror.
For technical questions regarding the registration through the distributed
Acceptance Form, the shareholder can contact the receiving agent at +47 915
04800, or at retail@dnb.no
For further information, please contact:
Espen Lundaas, CEO, +47 924 31 417
Tore Jakob Berg, CFO, +47 934 80 202
IMPORTANT NOTICE
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 related acceptance forms are not and may not be distributed,
forwarded or transmitted into or within any jurisdiction where prohibited by
applicable law, including, without limitation, Canada, Australia and Japan. The
Offeror does not assume any responsibility in the event there is a violation by
any person of such restrictions. Persons in the United States should review
“Notice to U.S. Holders” below. 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 for information purposes only and is not a tender offer
document and, as such, is not intended to and does not constitute or form any
part of an offer or the solicitation of an offer to purchase, otherwise acquire,
subscribe for, sell or otherwise dispose of any securities, or the solicitation
of any vote or approval in any jurisdiction, pursuant to the Offer or otherwise.
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.
Shareholders of Saga must rely upon their own examination of the Offer Document.
Each shareholder should study the Offer Document carefully in order to be able
to make an informed and balanced assessment of the Offer and the information
that is discussed and described therein. Shareholders should not construe the
contents of this announcement as legal, tax or accounting advice, or as
information necessarily applicable to each shareholder. Each shareholder should
seek independent advice from its own financial and legal advisors prior to
making a decision to accept the Offer.
NOTICE TO U.S. HOLDERS
U.S. Holders (as defined below) are advised that the Shares are not listed on a
U.S. securities exchange and that the Company is not subject to the periodic
reporting requirements of the U.S. Securities Exchange Act of 1934, as amended
(the “U.S. Exchange Act”), and is not required to, and does not, file any
reports with the U.S. Securities and Exchange Commission (the “SEC”) thereunder.
The Offer will be made to holders of Shares resident in the United States (“U.S.
Holders”) on the same terms and conditions as those made to all other holders of
Shares of the Company to whom an offer is made. Any information documents,
including the Offer Document, will be disseminated to U.S. Holders on a basis
comparable to the method that such documents are provided to the Company’s other
Shareholders to whom an offer is made. The Offer will be made by the Offeror and
no one else.
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 outside the United States 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. To
the extent information about such purchases or arrangements to purchase is made
public in Norway, such information will be disclosed by means of an English
language press release via an electronically operated information distribution
system in the United States or other means reasonably calculated to inform U.S.
Holders of such information. In addition, the Receiving Agent may also engage in
ordinary course trading activities in securities of the Company, which may
include purchases or arrangements to purchase such securities.
Neither the SEC nor any securities supervisory authority of any state or other
jurisdiction in the United States has approved or disapproved the Offer or
reviewed it for its fairness, nor have the contents of the Offer Document or any
other documentation relating to the Offer been reviewed for accuracy,
completeness or fairness by the SEC or any securities supervisory authority in
the United States. Any representation to the contrary is a criminal offence in
the United States.
This information is subject to the disclosure requirements pursuant to Section 5
-12 the Norwegian Securities Trading Act
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