Rejlers Sverige AB completes the recommended public offer to the shareholders of Eurocon Consulting AB (publ) and extends the acceptance period
THIS PRESS RELEASE MAY NOT, DIRECTLY OR INDIRECTLY, BE DISTRIBUTED OR PUBLISHED IN OR INTO ANY JURISDICTION (INCLUDING WITHOUT LIMITATION AUSTRALIA, CANADA, HONG KONG, JAPAN, NEW ZEALAND, SINGAPORE, SOUTH AFRICA, SWITZERLAND OR USA) WHERE THE DISTRIBUTION OR PUBLICATION OF THIS PRESS RELEASE WOULD BE IN CONFLICT WITH ANY APPLICABLE LAWS OR REGULATIONS. THE OFFER IS NOT BEING MADE TO (AND ACCEPTANCE FORMS WILL NOT BE ACCEPTED FROM OR ON BEHALF OF) PERSONS WHOSE PARTICIPATION IN THE OFFER WOULD REQUIRE THAT ANY OFFER DOCUMENTS ARE PREPARED, FILINGS ARE EFFECTUATED OR OTHER MEASURES ARE TAKEN IN ADDITION TO THOSE REQUIRED UNDER SWEDISH LAW.
On 20 February 2023, Rejlers Sverige AB (“Rejlers”), a wholly-owned subsidiary of Rejlers AB (publ), announced a recommended public offer to the shareholders of Eurocon Consulting AB (publ) (“Eurocon” or the “Company”), to tender all shares in Eurocon to Rejlers (the “Offer”). An offer document regarding the Offer was made public on 22 February 2023. On 10 March 2023, Rejlers announced that clearance from the Swedish Competition Authority (Sw. Konkurrensverket) had been received for the acquisition of Eurocon. At the end of the initial acceptance period on 3 April 2023, preliminary results show that the shares tendered in the Offer amounted to approximately 96.0 percent of the shares and votes in Eurocon. Rejlers completes the Offer and extends the acceptance period to 14 April 2023 to provide the remaining shareholders an additional opportunity to accept the Offer.
The outcome of the offer
At the time of announcement of the Offer, Rejlers did not own any shares in Eurocon.
Preliminary results show that the shares tendered in the Offer at the end of the initial acceptance period (which ended on 3 April 2023) amounted in aggregate to 41,889,362 shares in Eurocon, corresponding to approximately 96.0 percent of the shares and votes in the Company. Rejlers will announce the final outcome of the initial acceptance period in the Offer on 5 April 2023.
Rejlers has not acquired any shares in Eurocon outside the Offer. Rejlers does not hold any other financial instruments that provide a financial exposure to Eurocon’s shares.
Completion of the Offer
Since the Offer has been accepted to the extent that Rejlers holds more than 90 percent of the shares in Eurocon, all conditions for completion of the Offer have been fulfilled. Accordingly, the Offer is declared unconditional in all respects and Rejlers will complete the acquisition of the shares tendered in the Offer.
Settlement for shares tendered in the Offer up to and including 3 April 2023 is expected to commence on 11 April 2023.
Rejlers intends to initiate compulsory redemption of the remaining shares in Eurocon and promote a delisting of the shares in Eurocon from Spotlight Stock Market.
Extension of the acceptance period
In order to give the shareholders who have not accepted the Offer an additional opportunity to accept the Offer, Rejlers has decided to extend the acceptance period until 14 April 2023 at 15:00 (CEST). Settlement for shares tendered in the Offer during the extended acceptance period is expected to commence around 20 April 2023.
During the extended acceptance period, Rejlers may acquire or agree to acquire shares in Eurocon. Such acquisitions and agreements will be made in accordance with applicable Swedish laws and regulations.
Viktor Svensson, CEO Rejlers AB (publ), comments:
"It is fantastic to finally be able to welcome Eurocon to Rejlers. Together with Eurocon, we are now forming an even stronger technical consultancy company, while we are broadening our customer offering within industry and strengthening our presence throughout Sweden, not the least in northern Sweden. I am convinced that we have a fantastic journey ahead of us together with Eurocon's accomplished consultants and management, whom I look forward to get to know even better. We are now initiating the next phase of Rejlers' growth journey!"
Information on the Offer:
Information on the Offer is made available on:
For questions, please contact:
Viktor Svensson, Group CEO Rejlers AB (publ)
+46 (0) 70 657 20 26
Anna Jennehov, CFO Rejlers AB (publ)
+46 (0) 73 074 06 70
Jenny Edfast, CEO Rejlers Sverige AB
+46 (0) 70 649 64 13
For administrative questions regarding the Offer, please contact your bank or the nominee registered as holder of your shares.
The information in this press release is such information that Rejlers AB (publ) is required to disclose in accordance with the EU Market Abuse Regulation. The information was submitted, by virtue of the contact persons listed above, for publication on 3 April 2023 at 20:30 (CEST).
An offer document (in Swedish) 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 Corporate Governance Board’s Takeover rules for certain trading platforms (2021-01-01)), 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.