Mellby Gård AB made a public offer to acquire remaining 70.4% stake in KappAhl AB (publ) (OM:KAHL) for SEK 1.1 billion on July 28, 2019. As reported, Mellby Gård made an offer to the shareholders of KappAhl AB (publ) to tender all of their remaining 54.1 million shares in KappAhl at a price of SEK 20 in cash per share. Mellby Gård will not increase the offer price of SEK 20. Should KappAhl, prior to the settlement of the offer, distribute dividends or in any other way distribute or transfer value to its shareholders, the consideration in the offer will be adjusted accordingly. The Swedish Securities Council has granted Mellby Gård an exemption to exclude shareholders in the USA from the offer. The consideration payable in respect of the offer is financed in full by Mellby Gård’s own cash resources and existing credit facilities. Mellby Gård’s intention with the offer is to make KappAhl a wholly-owned subsidiary within the Mellby Gård group. Mellby Gård’s plans for the KappAhl’s future business and general strategy do not currently include any material changes to the locations of KappAhl’s operations, KappAhl’s management and employees, including their terms of employment. The completion of the offer is conditional upon the offer being accepted to such extent that Mellby Gård becomes the owner of shares representing more than 90% of the total number of outstanding shares in KappAhl; with respect to the offer and completion of the acquisition of KappAhl, all necessary clearances, approvals, decisions and other actions from authorities or similar, including approvals from competition authorities in Sweden, Poland, Norway and Finland, being obtained, in each case on terms which, in Mellby Gård’s opinion, are acceptable; neither the offer nor the acquisition of KappAhl being rendered wholly or partially impossible or significantly impeded as a result of legislation or other regulation, any decision by court or public authority, or any similar circumstance, which is actual or can reasonably be anticipated, and which Mellby Gård could not reasonably have foreseen at the time of announcement of the offer; no circumstances, which Mellby Gård did not have knowledge of at the time of announcement of the offer, having occurred that have or can be expected to have a material adverse effect upon KappAhl’s sales, profit, liquidity, solidity, equity or assets; no information made public by KappAhl being materially inaccurate, incomplete or misleading, and KappAhl having made public all information which should have been made public by KappAhl; and KappAhl not taking any measures that are likely to impair the prerequisites for making or completing the offer. Completion of the Offer is not conditional upon financing. Mellby Gård reserves the right to waive the condition of minimum acceptance level in the offer and to complete the offer at a lower level of acceptance. Mellby Gård also reserves the right to withdraw the offer in the event that it is clear that any of the above conditions are not satisfied or cannot be satisfied. Mellby Gård has initiated the work on filing of the transaction in such jurisdictions and expects that the relevant clearances by the competition authorities will be given prior to the end of the acceptance period. As follows from the conditions of Mellby Gård's offer to the shareholders, Mellby Gård will not withdraw the offer in the event of a competing higher offer from another bidder. As soon as possible after Mellby Gård has acquired shares representing more than 90% of the total number of shares in KappAhl, Mellby Gård intends to commence compulsory redemption proceedings to acquire all the remaining shares in KappAhl. In connection therewith, Mellby Gård intends to promote delisting of KappAhl’s shares from Nasdaq Stockholm. As on August 20, 2019, the independent bid committee of the board of directors of KappAhl recommended the shareholders of KappAhl to accept Mellby Gård’s public tender offer, citing the terms of the offer to be reasonable. In relation to the offer, KappAhl’s Board has appointed an independent bid Committee consisting of independent Board members of KappAhl AB (publ) including Pia Rudengren, Susanne Holmberg, Kicki Olivensjö, Göran Bille, Cecilia Kocken, Marie-Louise Jansson Bring, Johanna Bergqvist, Håkan Jirlow and Carita Lundqvist and appointed Pia Rudengren as Chairman of the Committee. Due to a conflict of interest, Board members Anders Bülow and Thomas Gustafsson, have not participated, and will not participate, in the Board's evaluation of or decision on the offer. Mellby Gård intends to seek a recommendation of the offer from the independent Directors of KappAhl. The Committee will evaluate the offer together with its advisors and obtain a fairness opinion. The Committee will announce its opinion regarding the offer no later than two weeks before the expiry of the acceptance period for the offer. An offer document regarding the offer is expected to be published on or about August 22, 2019. The acceptance period for the offer is expected to begin on or about August 23, 2019 and expires on or about September 20, 2019. The settlement of the offer is expected to commence on September 27, 2019. Mellby Gård reserves the right to extend the acceptance period, as well as to postpone the settlement date. Erneholm Haskel acted as financial advisor and Cederquist acted as legal advisor to Mellby Gård in connection with the offer. Ernst & Young AB acted as a fairness opinion provider, Roschier Advokatbyrå acted as a legal advisor and SEB Corporate Finance acted as financial advisor for KappAhl. Mellby Gård AB completed the public offer to acquire remaining 70.4% stake in KappAhl AB (publ) (OM:KAHL) on September 20, 2019. As of October 7, 2019, the offer becomes unconditional. As of October 8, 2019, Mellby Gård AB holds 91.5% stake in KappAhl AB (publ) (OM:KAHL).