Nordic Transport Group Holding A/S announces final result of mandatory takeover offer
Company Announcement
6 September 2019
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR TO ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF APPLICABLE LAWS OR REGULATIONS OF SUCH JURISDICTION.
Nordic Transport Group Holding A/S announces final result of mandatory takeover offer
With reference to NeuroSearch A/S' ("NeuroSearch") announcement of 7 August 2019 (no. 18 - 19) regarding publication of the offer document concerning the mandatory public takeover offer to the shareholders of NeuroSearch from Nordic Transport Group Holding A/S ("NTG Holding") (the "Offer"), NTG Holding has today informed NeuroSearch that the Offer has been completed and about the final result of the Offer pursuant to section 21(3) of Danish Executive Order no. 1171/2017 on Takeover Offers.
The offer period of the Offer ended yesterday, 5 September 2019, at 23:59 (Danish time). As the Offer is a mandatory public takeover offer, the Offer is unconditional. NTG Holding has therefore informed NeuroSearch that the offer period is not extended and is deemed to have ended.
On the basis of the final calculation of received acceptances, NTG Holding has announced that NTG Holding at expiry of the offer period concerning the Offer has received acceptances of the Offer representing 165,285 shares of nominal DKK 20 corresponding to 13.46 percent of the entire share capital and all voting rights in NeuroSearch.
After deduction of own shares held by NeuroSearch, NTG Holding has received acceptances corresponding to 13.67 percent of the share capital and voting rights in NeuroSearch.
Together with NTG Holding's existing shareholding in NeuroSearch, NTG Holding will after settlement of the Offer hold 583.730 shares of nominal DKK 20 corresponding to 47.55 percent of the entire share capital and all voting rights in NeuroSearch.
The trading day for settlement of the Offer is expected to be 10 September 2019.
Other information
As previously informed, NeuroSearch and Nordic Transport Group A/S ("NTG") have signed a non-binding letter of intent contemplating (i) the combination of NeuroSearch and NTG to be effected by the contribution into NeuroSearch of all shares in NTG (as well as shares in some of its subsidiaries) against the issuance of new shares in NeuroSearch to the shareholders in NTG, and (ii) the offering of shares to new investors (the "Transaction"). It is the intention that the Transaction will be completed in Q4 2019. NTG is a related company to NTG Holding.
Please note that under the rules for issuers of shares, the Transaction will qualify as a "change of identity", see clause 2.9 of the rules. Nasdaq Copenhagen A/S ("Nasdaq") has informed NeuroSearch that Nasdaq will assess whether upon completion of the Transaction NeuroSearch may keep its stock exchange listing following the change of identity. Nasdaq has informed NeuroSearch also that it will begin a process to evaluate whether the shares of NeuroSearch may continue to be admitted to trading, unless in all material respects NeuroSearch adheres to the model for a combination with NTG in accordance with the timetable referred to above.
Mikkel Primdal Kæregaard Allan Andersen
Chairman of the Board of Directors CEO
Contact
Allan Andersen, CEO, mobile telephone .
About NeuroSearch
NeuroSearch A/S (NEUR) is listed on Nasdaq Copenhagen A/S.
This announcement is not intended for shareholders of NeuroSearch, if participation in the Offer requires issue of an offer document, registration or other activities except for what is required by Danish law. The Offer has not been and will not be submitted, directly or indirectly, to shareholders resident in any jurisdiction in which submission or acceptance of such Offer would be contrary to the laws of that jurisdiction. Any person receiving this announcement or any other document referring to the Offer is expected and assumed to obtain, on his or her own accord, all the required information on applicable restrictions (if any) and to comply with such restrictions.
This announcement does not constitute an offer or solicitation to purchase, or a solicitation of an offer to purchase, any securities under the Offer etc. The Offer is solely submitted on the basis of an offer document approved by the Danish Financial Supervisory Authority, which offer document contains the complete terms and conditions of the Offer, including information about acceptance of the Offer. NeuroSearch's shareholders are encouraged to read the offer document and associated documents, which contain important information.
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