NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART DIRECTLY OR INDIRECTLY, IN
The board of directors (the "Board") of
GC Rieber states that the acceptance period for the Offer will commence on
The provisions of chapter 6 of the Norwegian Securities Trading Act will not apply to the Offer as GC Rieber already prior to the Offer owns 66,145,908 shares (76.8%) in the Company and the Offer cannot result in a mandatory offer obligation being triggered. Consequently, the Offer Document has not been drawn up in accordance with the requirements in chapter 6 of the Norwegian Securities Trading Act and has not, and will not, be subject to the review of Oslo Børs, and the Board will not be required by law to make a statement on the Offer. However, the Board has with reference to article 14, fifth paragraph, of the Norwegian Code of Practice for Corporate Governance (the "Code") resolved to publicly announce its opinion on the Offer.
Chair of the Board
In anticipation of the offer letter from GC Rieber, the Board engaged in discussions with GC Rieber relating to a potential offer by GC Rieber for the shares in the Company with a view to inter alia ensuring equal treatment of all shareholders. Further, in preparation for the potential offer and to support the Board in forming an opinion on the offer, if made, the Board engaged
After due and careful evaluation of the indicated terms and conditions of the Offer, and after having taken the fairness opinion from the Financial Adviser into consideration, the Board is of the opinion that the Offer will reflect the financial and strategic value of the Company and the Board recommends the shareholders in the Company to accept the Offer. The Board's recommendation is unanimous. The Board encourages, however, the shareholders in the Company to make their own assessment of the Offer in light of their own respective situation, which may differ among the shareholders. The Board reserves the right to amend, modify or revoke its statement above.
GC Rieber has informed the Board that it has received pre-acceptances for 12,677,118 of the shares in the Company, giving GC Rieber an ownership stake of 91.56% including pre-acceptances. Therefore, the condition that GC Rieber successfully acquires at least 90% per cent of the shares in the Company has already been fulfilled.
The Board of Directors of
http://publish.ne.cision.com//Release/ViewReleaseHtml/1FF04390A5B147F5E0C856B0705FC7D6
https://mb.cision.com/Public/18990/3873888/8cd8750537c9ad17.pdf
https://mb.cision.com/Public/18990/3873888/957d1fc23ef1ab59.pdf
https://mb.cision.com/Public/18990/3873888/a849a557b313cd20.pdf
(c) 2023 Cision. All rights reserved., source