2024-02-19 08:00

EG Sverige AB has entered into agreements to acquire 5,416,374 shares in Mestro AB (publ) (approximately 53 %) and increases the previously announced offer to SEK 20 per share

The Offer is not being made, and this press release may not be distributed, directly or indirectly, in or into, and no acceptances will be accepted from, or on behalf of, shareholders in Australia, Hong Kong, Japan, Canada, New Zealand, Switzerland, Singapore, South Africa or the United States of America or any other country in which the making of the Offer, the distribution of this press release or the acceptance of the Offer would be contrary to applicable laws or regulations or would require the preparation of an additional offer document or registration or registration or any other action in addition to that required by Swedish law.

EG A/S, CVR no. 40 40 60 93, through its indirectly wholly owned subsidiary EG Sverige AB, reg. no 556164-5648 (the "Bidder") announced on 9 February 2024 a recommended public offer (the "Offer") to the shareholders of Mestro AB (publ), reg. no 556679-4649 ("Mestro") to tender all their shares in Mestro at a price of SEK 18 in cash per share. The Bidder has entered into agreements to acquire a total of 5,416,374 shares in Mestro, corresponding to approximately 53 per cent. The Bidder increases the consideration in the Offer to SEK 20 per share (the "Revised Offer"). The independent bid committee for Mestro recommends all shareholders in Mestro to accept the Revised Offer.

The Revised Offer

The Bidder increases the consideration in the Offer from SEK 18 to SEK 20 in cash per share, corresponding to a total value of all shares in Mestro of approximately SEK 204,413,320.¹
Since the announcement of the Offer, the Bidder has entered into agreements to acquire 5,416,374 shares, corresponding to approximately 53 per cent of all shares and votes in Mestro to a price of SEK 20 per share, from, inter alia, RP Ventures and Aktiebolaget Företagsledare Rego (the "Acquisition Agreements").
The Acquisition Agreements are conditional upon the Bidder obtaining approval from the Inspectorate for Strategic Products.
Closing under the Acquisition Agreements are intended to take place in connection with the Bidder obtaining approval from the Inspectorate for Strategic Products.
Today, the independent bid committee for Mestro recommends all shareholders in Mestro to accept the Revised Offer.
The Offer price in the Revised Offer represents a premium of:

¹ Based on 10 220 666 shares and a consideration in the Revised Offer of SEK 20 per share in Mestro.

- approximately 103 per cent, compared to the volume-weighted average share price of SEK 9.87 for the Mestro share on First North during the last 30 trading days prior to the announcement of the Offer;
- approximately 22 per cent compared to the volume-weighted average price of SEK 16.39 for the Mestro share on First North during the last 30 trading days up to and including 16 February 2024, and
- approximately 13 per cent, compared to the closing price of SEK 17.70 for the Mestro share on First North on Friday 16 February 2024, which was the last trading day prior to the announcement of the Revised Offer.

Supplement to the Offer Document

An offer document for the Offer was published on 12 February 2024 (the "Offer Document"). The Bidder will prepare a supplement to the Offer Document reflecting the contents of this press release. The supplement to the Offer Document is expected to be published on this day.

Other information

In the event that the Bidder, whether in connection with the Offer or otherwise, becomes the owner of more than 90 per cent of all shares in Mestro, the Bidder intends to commence a compulsory buy-out procedure in accordance with the Swedish Companies Act (Sw. aktiebolagslagen (2005:551)) to acquire the remaining shares in Mestro. In connection with such compulsory buy-out procedure, the Bidder intends to promote a delisting of the shares in Mestro from First North.

Information on the Offer

Information on the Offer is made available on https://global.eg.dk/about-eg/mestro-public-offer/.

Advisors

The Bidder has engaged Wistrand Advokatbyrå as legal advisor.

The information in this press release was submitted for publication at 08:00 on 19 February 2024. For additional information regarding the Offer, please contact:

Per Roholt, EG Sverige AB and EG A/S

Phone: +45 2060 9736

E-mail: [email protected]

Important information

An offer document (in Swedish and English) has been made public by the Bidder.

The Offer is not being made to (and acceptance forms will not be approved from or on behalf of) persons domiciled in Australia, Canada, Hong Kong, Japan, New Zealand, Singapore, South Africa, Switzerland or USA or whose participation in the Offer requires that additional offer documents are prepared or registrations affected or that any other measures are taken in addition to those required under Swedish law (including The Swedish Stock Market Self-Regulation Committee's Takeover rules for certain trading platforms (2024-01-01)), except where there is an applicable exemption.

This press release and any other documentation related to the Offer (including copies of such documentation) must not be mailed or otherwise distributed, forwarded or sent in or into any jurisdiction (including, without limitation, Australia, Canada, Hong Kong, Japan, New Zealand, Singapore, South Africa, Switzerland or USA) in which the distribution of this press release or the Offer would require any additional measures to be taken or would be in conflict with any laws or regulations in any such jurisdiction. Persons who receive this press release (including, without limitation, banks, brokers, dealers, nominees, trustees and custodians) and are subject to the laws or regulations of any such jurisdiction will need to inform themselves about, and observe, any applicable restrictions and requirements. Any failure to do so may constitute a violation of the securities laws or regulations of any such jurisdiction. To the extent permitted by applicable law, the bidder disclaims any responsibility or liability for any violations of any such restrictions and the bidder reserves the right to disregard any acceptance forms whose submission constitutes a direct or indirect violation of any of these restrictions.

The Offer, the information and documents contained in this press release are not being made and have not been approved by an authorised person for the purposes of section 21 of the UK Financial Services and Markets Act 2000 (the "FSMA"). Accordingly, the information and documents contained in this press release are not being distributed to, and must not be passed on to, the general public in the United Kingdom except where there is an applicable exemption. The communication of the information and documents contained in this press release is exempt from the restriction on financial promotions under section 21 of the FSMA on the basis that it is a communication by or on behalf of a body corporate which relates to a transaction to acquire day to day control of the affairs of a body corporate; or to acquire 50 percent or more of the voting shares in a body corporate, within article 62 of the UK Financial Service and Markets Act 2000 (Financial Promotion) Order 2005.

Statements in this press release relating to any future status or circumstance, including statements regarding future performance, growth and other trend projections as well as other effects of the Offer, are forward-looking statements. Such statements may, inter alia, be identified by the use of words such as "anticipate", "believe", "expect", "intend", "plan", "strive", "seek", "will" or "would" or by similar expressions. By their nature, forward-looking statements are associated with risks and uncertainties because they relate to future events and depend on circumstances that occur in the future. Due to several factors, many of which are outside the bidder's control, future circumstances may materially deviate from what has been expressed or implied in the forward-looking statements. Any forward-looking statements speak only as of the date on which the statements are made and the bidder has no obligation (and undertakes no obligation) to update or revise any such statements, whether as a result of new information, future events or otherwise, except for when it is required by applicable laws and regulations.

This press release has been published in Swedish and English. In the event of any discrepancy between the two language versions, the Swedish version shall prevail.

Attached files

EG_Pressrelease_2024-02-19_eng.pdf