This press release may not be published or distributed, directly or indirectly, in or into Australia, Canada, Hong Kong, Japan, New Zealand or South Africa. The Offer is not being made to, nor will any tender of shares be accepted from or on behalf of, holders in such jurisdictions or elsewhere where their participation requires further documentation, filings or other measures in addition to those required by Swedish law. Shareholders in the United States should refer to the section titled "Special notice to shareholders in the United States" at the end of this announcement.
This is a translation of the original Swedish language press release. In the event of any discrepancies, the original Swedish wording shall prevail.
NETS ACQUIRES SHARES IN DIBS
Nets Holding A/S ("Nets") has acquired and now holds in aggregate 957,000 shares in DIBS Payment Services AB (publ) ("DIBS" or the "Company"), representing approximately 9.99 percent of the shares and the votes[1].
On 29 October 2014, Nets announced a cash Offer (the "Offer") of SEK 82.50 per share to the shareholders of DIBS. Three of the largest shareholders in DIBS, representing in aggregate 28.2 per cent of the shares and votes in the Company have undertaken to accept the Offer[2]. Deloitte AB was requested by the independent board members in DIBS to issue a fairness opinion regarding the Offer pursuant to Sections II.19 and IV.3 of the Takeover Rules for certain trading platforms issued by the Swedish Corporate Governance Board (Sw. Kollegiet för svensk bolagsstyrning) (the "Takeover Rules"). Deloitte AB, on 4 November 2014, declared that the Offer is fair to the shareholders of DIBS from a financial perspective.
As set forth in the Offer announcement, any acquisition of 10 percent or more of the shares in DIBS requires approval from the Swedish Financial Supervisory Authority (Sw. Finansinspektionen) ("SFSA Approval")[3].
Immediately prior to today's announcement, Nets has acquired 957,000 shares in DIBS, corresponding to approximately 9.99 percent of the shares and votes in the Company[4] (the "Shares"). The price paid per Share amounted to SEK 82.50 (i.e. the same price as offered by Nets under the Offer).
In relation to the aforesaid acquisitions, Nets has also committed to compensate the sellers of the Shares in the event that Nets:
(a) tenders any shares in DIBS in a public offer which is made in accordance with the Takeover Rules and which is (i) announced wholly unconditional and (ii) settled (in relation to the tendered shares) on or before 31 October 2015, at a price exceeding the price paid by Nets; (b) on or before 31 October 2015, sells any share at a price per share exceeding the price paid by Nets; or (c) on or before 31 October 2015, acquires any further shares in DIBS at a price exceeding the price paid by Nets.
Any compensation will correspond to the difference between the price which the sellers of Shares received, and the price at which the shares are sold or the price to which they are tendered in a public takeover offer, or the price paid by Nets for any additional shares. Due to the principle of equal treatment of shareholders in public takeover offers, such compensation will also be payable to shareholders who accept the Offer.
Further information
For further information about Nets and the Offer, please see www.netsinfo.se. Any questions from shareholders related to the Offer can be directed to: Carnegie Tel: +46 (8) 588 694 82 Website: www.carnegie.se Any media quires can be directed to: Press manager at Nets Tel: +45 294 82646 This press release was submitted for publication on 19 November 2014 at 08.00 (CET).
Important notice
This press release has been announced in Swedish and in English. In the event of any discrepancies, the original Swedish wording shall prevail.
Offer restrictions
The Offer is not being made to persons whose participation in the Offer requires that any additional offer document is prepared or registration effected or that any other measures are taken in addition to those required under Swedish law. This press release and any documentation relating to the Offer are not being published in or distributed in or to and must not be mailed or otherwise distributed or sent in or to Australia, Canada, Hong Kong, Japan, New Zealand or South Africa or any other country in which doing so would require any such additional measures to be taken or would be in conflict with any applicable law or regulation (the "Restricted Jurisdiction"). Any such action will not be permitted or sanctioned by Nets. Any purported acceptance of the Offer resulting from a direct or indirect violation of these restrictions may be disregarded. The Offer is not being made, directly or indirectly, in or into any Restricted Jurisdiction by use of mail or any other means or instrumentality (including, without limitation, facsimile transmission, electronic mail, telex, telephone and the Internet) of interstate or foreign commerce, or of any facility of national security exchange, and the Offer cannot be accepted by any such use, means, instrumentality or facility of, or from within, any Restricted Jurisdiction. Accordingly, this press release and any documentation relating to the Offer are not being and should not be sent, mailed or otherwise distributed or forwarded in or into any Restricted Jurisdiction. Nets will not deliver any consideration under the Offer in or into any Restricted Jurisdiction. Nets will not make any settlements under the Offer in or to any Restricted Jurisdiction. This press release is not being, and must not be, sent to shareholders with registered addresses in any Restricted Jurisdiction. Banks, brokers, dealers and other nominees holding shares for persons in any Restricted Jurisdiction must not forward this press release or any documentation relating to the Offer to such persons.
Forward-looking statements
Statements in this press release relating to future status or circumstances, including statements regarding future results, growth and other projections regarding development and the other benefits of the Offer, are forward-looking statements. These statements may generally, but not always, be identified by the use of words such as "anticipates", "intends", "expects", "believes", or similar expressions. By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future. There can be no assurance that actual results will not differ materially from those expressed or implied by these forward-looking statements due to many factors, many of which are outside the control of Nets. Any such forward-looking statements made herein speak only as of the date on which they are announced. Except as required by the Takeover Rules or applicable law or regulations, Nets expressly disclaims any obligations or undertaking to publicly announce updates or revisions to any forward-looking statements contained in this press release to reflect any change in expectations with regards thereto or any change in events, conditions or circumstances on which such statement is based, The reader should, however, consult any additional disclosures that Nets or the Company has made or may make.
Special notice to shareholders in the United States
The Offer described in this announcement is subject to the laws of Sweden. It is important for US securities holders to be aware that this document is subject to disclosure and takeover rules and regulations in Sweden that are different from those in the United States. The Offer is made in the United States in compliance with Section 14(e) of, and Regulation 14E under, the US Securities Exchange Act of 1934, as amended ("Exchange Act"), subject to the exemptions provided by Rule 14d-1(d) under the Exchange Act and otherwise in accordance with the requirements of Swedish law. Accordingly, the Offer is subject to disclosure and other procedural requirements, including with respect to withdrawal rights, the Offer timetable, settlement procedures and timing of payments that are different from those applicable under US domestic tender offer procedures and laws.
NEITHER THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION NOR ANY U.S. STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY HAS APPROVED OR DISAPPROVED OF THIS OFFER, PASSED UPON THE FAIRNESS OR MERITS OF THIS ANNOUNCEMENT OR DETERMINED WHETHER THIS ANNOUNCEMENT IS ACCURATE OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE IN THE UNITED STATES.
[1] Based on 9,580,000 shares carrying equal voting rights, being the number of shares currently outstanding.
[2] Based on 9,580,000 shares carrying equal voting rights, being the number of shares currently outstanding.
[3] See the Swedish Electronic Money Act (Sw. lagen om elektroniska pengar (SFS 2011:755)), Chapter 3, Section 4.
[4] Based on 9,580,000 shares carrying equal voting rights, being the number of shares currently outstanding.
