The Offer is not being made, and this press release may not be distributed, directly or indirectly, in or to, and no acceptances will be accepted from, or on behalf of, shareholders in Australia, Hong Kong, Japan, Canada, New Zealand, Switzerland, Singapore, South Africa or the United States of America or any other country in which the making of the Offer, the distribution of this press release or the acceptance of the Offer would be contrary to applicable laws or regulations or would require the preparation of an additional offer document or registration or registration or any other action in addition to that required by Swedish law.
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Offer document approved - Xplora Technologies AS publishes offer document regarding the recommended public offer to the shareholders of DORO AB
Xplora Technologies AS, reg. no. 916 752 628, (the “Bidder”), announced on 26 September 2024 a recommended public offer for all shares in DORO AB, reg. no. 556161-9429 (“Doro”) for a cash consideration of SEK 34.00 per share (the ”Offer”). Doro’s shares are admitted to trading on Nasdaq Stockholm, Small Cap (”Nasdaq”). The offer document relating to the Offer has today been approved and registered by the Swedish Financial Supervisory Authority.
The offer document relating to the Offer was published today on 17 October 2024.
The offer document and acceptance form are available on the Bidder’s website www.xplora.com/investor, DNB’s website www.dnb.se/emission and on SpareBank 1 Markets AS’s website Transaksjoner | SpareBank 1 Markets. The offer document will also be made available on the Swedish Financial Supervisory Authority’s website, www.fi.se.
Acceptance forms will be distributed to shareholders whose shareholding in Doro is registered in their own name with Euroclear Sweden AB on or about 17 October 2024. The securities account and details of the current shareholding can be found on the pre-printed acceptance form. Shareholders in Doro whose shares are nominee registered will not receive a pre-printed acceptance form. In such cases, acceptance of the Offer shall be made in accordance with instructions from the nominee.
The acceptance period will commence on 18 October 2024 and end on 8 November 2024 at 15:00. Settlement is expected to commence on or about 15 November 2024. The Bidder reserves the right to extend the acceptance period and postpone the settlement date.
INFORMATION ON THE OFFER
Further information on the Offer is available at www.xplora.com/investor.
ADVISORS
The Bidder has retained CMS Wistrand Advokatbyrå Stockholm KB and CMS Kluge Advokatfirma AS as legal advisors and SpareBank 1 Markets AS and DNB Markets, a part of DNB Bank ASA, Sweden Branch as financial advisors in connection with the Offer. DNB Markets, a part of DNB Bank ASA, Sweden Branch is acting as receiving agent in connection with the Offer.
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Xplora Technologies AS
The board of directors on 17 October 2024, Oslo
The information in this press release was submitted for publication at 8.30 CET on 17 October 2024. For additional information regarding the Offer, please contact:
Xplora Technologies AS
Sten Kirkbak, CEO
Mobile: +47 92203710
E-mail: sten.kirkbak@xplora.com
Knut Stålen, CFO
Mobile: +47 92043458
E-mail: knut.stalen@xplora.com
IMPORTANT INFORMATION
An offer document (in Swedish) was published by the Bidder on 17 October 2024.
The Offer is not being made to (and no acceptance forms will be accepted from or on behalf of) persons resident in Australia, Canada, Hong Kong, Japan, New Zealand, South Africa, Singapore, Switzerland or the United States or persons whose participation in the Offer would require the preparation of additional offer documents or the making of registrations or the taking of any other action beyond that required by Swedish law (including the Takeover Rules for Nasdaq Stockholm and Nordic Growth Market NGM 2024-01-01 issued by the Swedish Securities Council’s Self-Regulatory Committee) unless an exemption applies.
This announcement and any other documents relating to the Offer (including copies of such documents) must not be mailed or otherwise distributed, forwarded or sent into or within any jurisdiction (including Australia, Canada, Hong Kong, Japan, New Zealand, South Africa, Singapore, Switzerland or the United States) where distribution of this announcement or the Offer would require additional measures to be taken or would be contrary to the laws or regulations of such jurisdiction. Persons into whose possession this announcement comes (including, without limitation, banks, brokers, dealers, nominees and custodians) and who are subject to the laws or regulations of any such jurisdiction must inform themselves about, and observe, all applicable restrictions and requirements. Failure to do so may constitute a violation of the securities laws or regulations of such jurisdictions. The Bidder disclaims, to the fullest extent permitted by applicable law, all liability for any violation of such restrictions and the Bidder reserves the right not to accept any tender offer documents the submission of which would constitute a direct or indirect violation of any such restrictions.
The Offer, information and documentation made available through this announcement have not been prepared by, and have not been approved by, an “authorized person” within the meaning of Regulation 21 of the UK Financial Services and Market Act 2000 (“FSMA”). Accordingly, the information and documents made available by this press release may not be distributed in, or passed on to, the public in the United Kingdom, unless an exemption applies. The dissemination of information and documents made available by this press release is exempt from the financial promotion restrictions in regulation 21 of FSMA on the basis that it is a communication by or on behalf of a body corporate relating to a transaction to acquire day-to-day control of a body corporate’s business, or to acquire 50 per cent or more of the voting shares in a body corporate, within the meaning of Article 62 of the UK Financial Services and Markets Act 2000 (Financial Promotion) Order 2005.
Statements in this announcement that relate to future conditions or circumstances, including information about future results, growth and other development forecasts and other effects of the Offer, constitute forward-looking information. Such information may be characterized, for example, by the use of words such as “anticipated”, “believed”, “expected”, “intended”, “planned”, “intended”, “sought”, “will” or “may” or similar expressions. Forward-looking information is inherently subject to risks and uncertainties because it relates to future conditions and is dependent on circumstances that will occur in the future. As a result of numerous factors, many of which are beyond the Bidder’s control, future conditions may differ materially from those expressed or implied in the forward-looking statements. Any such forward-looking statements speak only as of the date on which they are made and the Bidder is under no obligation (and undertakes no obligation) to update or revise any such statements to reflect new information, future events or circumstances beyond what is required by applicable laws and regulations.
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