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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Xplora Technologies AS reaches 90.5 per cent acceptances in the public offer to the shareholders of Doro AB and extends the acceptance period after ISP initiates review
Xplora Technologies AS, reg. no. 916 752 628 (the “Bidder”) announced on 26 September 2024 a recommended public offer to acquire 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”). On 17 October 2024, the Bidder published an offer document relating to the Offer (the “Offer Document”), which was complemented by a supplement to the Offer Document (the “Supplement”) on 28 October 2024. On 27 September 2024, the Bidder entered into an agreement to, separate from the Offer, acquire 1,230,000 shares in Doro, corresponding to approximately 5.01 per cent, on the same terms and conditions as the Offer (the “Call Option”). The Offer and the Call Option are conditional upon, inter alia, approval by the Swedish Inspectorate of Strategic Products (“ISP”). The initial acceptance period for the Offer commenced on 18 October 2024 and expired today on 8 November 2024.
At the end of the acceptance period ending on 8 November 2024, the Offer has been accepted by holders of approximately 85.4 per cent shares in Doro which, together with the shares in Doro that the Bidder will acquire through the Call Option, corresponds to approximately 90.5 per cent of all outstanding shares and votes in Doro.
On 7 November 2024, the ISP decided to initiate a review of the Offer and the Call Option, which is why the acceptance period is now extended to 7 February 2025 in accordance with the statutory processing time of three months.
Summary
The initial acceptance period of the Offer expires today, 8 November 2024. The Bidder announces today that:
• The shares in Doro that have been tendered in connection with the Offer at the expiry of the acceptance period, together with the shares in Doro that the Bidder has agreed to acquire through the Call Option, amount to 22,190,024 representing approximately 90.5 per cent of all outstanding shares and votes in Doro.
• The Swedish Inspectorate of Strategic Products (“ISP”) has resolved to initiate a review of the proposed acquisition of all shares in Doro.
• Accordingly, the Bidder has resolved to extend the acceptance period of the Offer until 15:00 CET on 7 February 2025.
• The Bidder reserves the right to reduce the acceptance period if ISP approves the Offer prior to 7 February 2025, such shortening to be made with at least two weeks notice.
In order to give the remaining shareholders in Doro who have not submitted their shares time to accept the Offer and for approval by the ISP to be obtained, the acceptance period will be extended until 15:00 CET on 7 February 2025. For those shareholders in Doro who have already accepted the Offer during the initial acceptance period, as well as those shareholders who accept the Offer during the extended acceptance period, payment of consideration will be made as soon as the Bidder resolves to complete the Offer. Provided that such announcement is made no later than on or around 7 February 2025, it is expected that payment of consideration will commence on or around 14 February 2025. The Bidder reserves the right to extend the acceptance period of the Offer and to postpone the date for payment of consideration.
In addition, the Bidder reserves the right to unilaterally reduce the acceptance period of the Offer in the event that the ISP’s decision on approval of the acquisition is received earlier than within the statutory processing time of three months. Such shortening will be announced at least two weeks prior to the expiration of the reduced acceptance period and in accordance with applicable takeover rules. In the event of a reduced acceptance period, payment of consideration will be made in connection with the expiration of the acceptance period.
The Offer is conditional upon, inter alia, upon approval by the ISP. In addition, the terms of the Offer as set out in the Offer Document and the Supplement will remain unchanged, including the completion conditions and reservations imposed by the Bidder in relation to the Offer. Accordingly, the Bidder reserves the right to withdraw the Offer in the event that it becomes clear that any of the conditions to completion of the Offer have not been or cannot be fulfilled if the non-fulfilment is of material importance to the Bidder’s acquisition of shares in Doro. The Bidder further reserves the right to complete the Offer at a lower level of acceptance.
Other information
In the event that the Bidder, in connection with the Offer or otherwise in accordance with applicable takeover rules, becomes the owner of shares corresponding to more than 90 per cent of the shares in Doro, the Bidder intends to call for compulsory acquisition in accordance with the Swedish Companies Act (2005:551) in order to acquire all outstanding shares in Doro. In connection therewith, the Bidder intends to work for the delisting of Doro’s shares from Nasdaq.
The Offer Document is, together with the Supplement, available in Swedish on the Bidder’s website (www.xplora.com/investor), on DNB’s website (www.dnb.se/emission) and on SpareBank 1 Markets AS’s website (www.sb1markets.no/transaksjoner/). Further information on the Offer is available on the Bidder’s website (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.
______________________
Xplora Technologies AS
The board of directors on 8 November 2024, Oslo
This information is information that Xplora Technologies AS is obliged to make public pursuant to article 19 no. 3 of the EU Market Abuse Regulation (EU 596/2014), the Takeover Rules and section 5-12 of the Norwegian Securities Trading Act. The information was submitted for publication, through the agency of the contact person set out below, at 20:00 CET on 8 November 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) and a supplementary offer document (in Swedish) was published by the Bidder on 17 October 2024 and on 28 October 2024 respectively.
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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