FARO BIDCO APS HAS COMPLETED THE UNREGULATED RECOMMENDED VOLUNTARY OFFER TO THE SHAREHOLDERS OF EVERFUEL A/S
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, INTO OR WITHIN CANADA, AUSTRALIA, NEW ZEALAND, SOUTH-AFRICA, HONG KONG, JAPAN OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL. OTHER RESTRICTIONS APPLY.
19 November 2024
Reference is made to the unregulated recommended voluntary cash offer to acquire all issued and outstanding shares in Everfuel A/S (the "Company" or "Everfuel") except for shares acquired from the Rollover Shareholders (as defined in the offer document dated 2 September 2024 (the "Offer Document")) or held in treasury by the Company (the "Offer") by Faro BidCo ApS (the "Offeror") at NOK 13 per share, as further set out in the Offer Document. Further reference is made to the announcement published on 15 November 2024 that the Offer had become unconditional and that the settlement of the Offer was expected to be completed on 19 November 2024.
The Offeror hereby announces that the Offer has been completed, and that settlement has been made in accordance with the terms outlined in Section 1.15 (“Settlement of the Offer”) of the Offer Document.
The Offeror acquired 13,394,077 shares under the Offer, which, when taken together with the shares acquired from the Rollover Shareholders, brings the Offeror's total holding in the Company to 78,147,881 shares, representing approximately 90.5% of the issued and outstanding share capital and voting rights in the Company.
As the Offeror has become the owner of more than 90% of the shares and voting rights in the Company, the Offeror intends to carry out a compulsory acquisition of the remaining shares in the Company pursuant to sections 70 and 72 of the Danish Companies Act at a price of NOK 13 per Everfuel share. A separate stock exchange announcement will be published when the compulsory acquisition has been resolved by the board of directors of the Offeror. The Offeror also intends to take steps to delist the Company's shares from Euronext Growth Oslo.
About Everfuel
Everfuel owns and operates green hydrogen infrastructure and partner with industry and vehicle OEMs to connect the entire hydrogen value chain and seamlessly provide hydrogen fuel to enterprise customers under long-term contracts. Green hydrogen is a 100% clean energy carrier made from renewable solar and wind power and key to decarbonising industry and transportation in Europe. Everfuel is an ambitious, rapidly growing company, headquartered in Herning, Denmark, and with activities in Denmark, Germany and The Netherlands, and a plan to grow across Europe. Everfuel is listed on Euronext Growth Oslo under EFUEL.
Important notice
The Offer Period (as defined in the Offer Document) has closed. The terms and conditions of the Offer are governed by Danish law and carried out in conformity with the requirements of Norwegian and Danish law. The Offer is not subject to the take-over regime as stipulated by the Norwegian Securities Trading Act chapter 6 nor the rules in Chapter 8 of the Danish Capital Markets Act and the Danish Takeover Order as the shares of the Company are not admitted to trading on a regulated market. The Offer is not a public takeover offer within the meaning of the Norwegian takeover regime as stipulated by the Norwegian Securities Trading Act chapter 6 nor the rules in Chapter 8 of the Danish Capital Markets Act and the Danish Takeover Order. The Offer Document has not been and will not be reviewed or approved by the Norwegian FSA, the Danish FSA, Oslo Børs or any other regulatory authority or stock exchange.
The Offer and the distribution of this announcement and other information in connection with the Offer may be restricted by law in certain jurisdictions. The Offer Document and related acceptance forms may not be distributed, forwarded or transmitted into or within any jurisdiction where prohibited by applicable law, including, without limitation, Canada, Australia, New Zealand, South Africa, Hong Kong and Japan. The Offeror does not assume any responsibility in the event there is a violation by any person of such restrictions. Persons into whose possession this announcement or such other information should come are required to inform themselves about and to observe any such restrictions.
This announcement is for information purposes only and is not a tender offer document and, as such, does not constitute or form part of an offer or the solicitation of an offer to acquire the shares. Investors may no longer accept the Offer. Offers will not be made directly or indirectly in any jurisdiction where either an offer or participation therein is prohibited by applicable law or where any tender offer document or registration or other requirements would apply in addition to those applicable under the laws of Norway and Denmark.
Nordea is acting as financial advisor on certain local matters outside of the United States exclusively for the Offeror in connection with the Offer and for no one else and will not be responsible to anyone other than the Offeror for providing the protections afforded to its clients or for providing advice in relation to the Offer.
Forward-looking statements
This announcement, verbal statements made regarding the Offer and other information published by the Offeror may contain certain statements about the Company, the Offeror and their respective affiliates and businesses as well as the timing and procedures relating to the Offer and potential amendments to the Offer that are or may be forward-looking statements. These forward-looking statements are subject to a number of risks and uncertainties, many of which are beyond the Offeror's and the Company's control and all of which are based on the Offeror's current beliefs and expectations about future events. Forward-looking statements are typically identified by the use of forward-looking terminology such as "believes", "expects", "may", "will", "could", "should", "intends", "estimates", "plans", "assumes" or "anticipates" or the negative thereof or other variations thereon or comparable terminology, or by discussions of strategy that involve risks and uncertainties. Examples of forward-looking statements include, among others, statements regarding the Company's or the Offeror's future financial position, income growth, assets, impairment charges, business strategy, leverage, payment of dividends, projected levels of growth, projected costs, estimates of capital expenditures, and plans and objectives for future operations and other statements that are not historical fact. 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. These events and circumstances include changes in the global, political, economic, business, competitive, market and regulatory forces, future exchange and interest rates, changes in tax rates and future business combinations or disposals. If any one or more of these risks or uncertainties materialises or if any one or more of the assumptions prove incorrect, actual results may differ materially from those expected, estimated or projected. Such forward looking statements should therefore be construed in the light of such factors. Neither the Company, the Offeror, the Rollover Shareholders, nor any member of their respective groups, nor any of their respective members, associates or directors, officers or advisers, provides any representation, assurance or guarantee that the occurrence of the events expressed or implied in any forward-looking statements in this announcement will actually occur. Given these risks and uncertainties, potential investors should not place any reliance on forward looking statements.
Any forward-looking statements made herein speak only as of the date they are made. The Company, the Offeror and the Rollover Shareholders disclaim any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained in this announcement to reflect any change in the expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based.
No profit forecasts or estimates
No statement in this announcement is intended as a profit forecast or profit estimate and no statement in this announcement should be interpreted to mean that earnings or earnings per share for the current or future financial years would necessarily match or exceed the historical published earnings or earning per share.
Rounding
Certain figures included in this announcement have been subjected to rounding adjustments. Accordingly, figures shown for the same category presented in different tables may vary slightly and figures shown as totals in certain tables may not be an arithmetic aggregation of the figures that precede them.