The Offer is not being made, and this press release may not be distributed, directly or indirectly, in or into, nor will any tender of shares be accepted from, or on behalf of, holders in, Australia, Canada, Japan, New Zealand, South Africa or USA, or any other jurisdiction in which the making of the Offer, the distribution of this press release or the acceptance of the Offer would contravene applicable laws or regulations or require further offer documents, filings or other actions in addition to those required under Swedish law.
Press release, 17 February 2012
Schibsted ASA (SCH) - Schibsted completes the offer to the shareholders in Aspiro and extends the acceptance period
Schibsted ASA (“Schibsted”) announced on 12 January 2012 an offer to the shareholders in Aspiro AB (“Aspiro” or the “Company”) to acquire all the shares in Aspiro for SEK 1.65 in cash per share (the “Offer”). Aspiro’s Board of Directors has, as previously communicated, unanimously[1] recommended the Company’s shareholders to accept the Offer, among others supported by an independent fairness opinion.
- Schibsted completes the Offer to the shareholders in Aspiro and declares the Offer unconditional
- In total, shares representing 45.4 per cent of the share capital and votes in Aspiro were tendered under the Offer
- Schibsted has, through the Offer, including the shares held before the announcement of the Offer, reached an ownership level of 63.7 per cent of the share capital and votes in Aspiro
- The acceptance period is extended up to and including 2 March 2012
- Settlement to shareholders who accepted the Offer during the initial acceptance period is expected to commence on 21 February 2012
Schibsted has decided to complete the Offer and all of the conditions for completion of the Offer have thus been met or waived.[2] As a consequence, shareholders who have accepted the Offer do not have the right to withdraw their acceptance.
Schibsted will, as the majority shareholder, now continue to support Aspiro going forward.
As communicated in Aspiro’s year-end report 2011, the Company plans for alternative business models in Music, which implies a need for additional capital in 2012. Schibsted shares Aspiro’s view and believes that this capital will most likely need to be raised from external sources. As stated in the offer document, Schibsted is convinced that the Company will in general require additional capital in order to develop and expand its business.
In its capacity as majority shareholder, and in cooperation with the Board of Directors of Aspiro, Schibsted will therefore promote that the Company is provided with new capital as soon as practically possible after completion of the Offer. This capital increase should take place by way of a new share issue with preferential rights for the existing shareholders.
“We believe that our Offer represents an attractive valuation of Aspiro and the Offer has been recommended by the Board of Directors. Although we have not reached 90 per cent ownership, we have achieved a clear majority position and made the decision to complete the Offer. We are convinced that a complete acquisition would have been best for Aspiro, but we have come to the conclusion that a completion of the Offer is the next best alternative in order to secure the future of the Company. As the largest shareholder, we will continue to support and develop the Company in a long term perspective.” says Trond Berger, CFO of Schibsted.
At the end of the initial acceptance period on 15 February 2012, 93,574,385 shares had been tendered under the Offer, corresponding to 45.4 per cent of the share capital and votes in Aspiro. Together with the 37,772,222 shares currently held by Schibsted, this corresponds to 63.7 per cent of the share capital and votes in Aspiro. Schibsted has not acquired any shares outside the Offer.
To provide those shareholders who have not yet submitted their acceptances the opportunity to participate in the Offer, Schibsted extends the acceptance period up to and including 2 March 2012 at 17.00 (CET).
For those shareholders who have accepted the Offer during the initial acceptance period, settlement is expected to commence, as previously communicated, on 21 February 2012. For shareholders who accept the Offer during the extended acceptance period, settlement is expected to commence on or about 8 March 2012.
Oslo, 17 February 2012
Schibsted ASA
The Board of Directors
The information in this press release was submitted for publication on 17 February 2012 at 08.55 (CET).
Media contact
For questions, please contact:
Trond Berger, CFO. Mobile: +47 916 86 695
Jo Christian Steigedal, VP Investor Relations. Mobile: +47 415 08 733
For additional information about the Offer, please visit www.schibsted.com/en or contact Nordea at
+46 8 678 04 40.
Important notice
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 distributed and must not be mailed or otherwise distributed or sent in or into any country in which the distribution or offering would require any such additional measures to be taken or would be in conflict with any law or regulation in such country – any such action will not be permitted or sanctioned by Schibsted. Any purported acceptance of the Offer resulting directly or indirectly from a violation of these restrictions may be disregarded.
The Offer is not being made, directly or indirectly, in or into Australia, Canada, Japan, New Zealand, South Africa or USA 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, of Australia, Canada, Japan, New Zealand, South Africa or USA, and the Offer cannot be accepted by any such use, means, instrumentality or facility of, or from within, Australia, Canada, Japan, New Zealand, South Africa or USA. Accordingly, this press release and any documentation relating to the Offer are not being and should not be mailed or otherwise distributed, forwarded or sent into Australia, Canada, Japan, New Zealand, South Africa or USA. Schibsted will not deliver any consideration from the Offer into Australia, Canada, Japan, New Zealand, South Africa or USA.
Statements in this press release relating to future status or circumstances, including statements regarding future performance, growth and other trend projections 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 Schibsted and Aspiro. Any such forward-looking statements speak only as of the date on which they are made and Schibsted has no obligation (and undertakes no such obligation) to update or revise any of them, whether as a result of new information, future events or otherwise, except for in accordance with applicable laws and regulations.
[1] Trond Berger and Gisle Glück Evensen have not participated in Aspiro’s Board of Directors’ evaluation of, or resolutions in connection with, the Offer. For further information, please see section “Certain related party information” in the offer document.
[2] Schibsted has received the relevant competition clearances, which means that the condition regarding necessary regulatory clearances has been satisfied.