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AMBEA AB ( PUBL ) ANNOUNCES A RECOMMENDED PUBLIC OFFER TO THE SHAREHOLDERS OF HUMANA AB TO TENDER ALL THEIR SHARES IN HUMANA AB, AIMING TO COMBINE THE COMPANIES
AMBEA AB ( PUBL ) ANNOUNCES A RECOMMENDED PUBLIC OFFER TO THE SHAREHOLDERS OF HUMANA AB TO TENDER ALL THEIR SHARES IN HUMANA AB, AIMING TO COMBINE THE
About this update from Ambea Ab
This press release does not constitute an offer, either directly or indirectly, in Australia, Hong Kong, Japan, New Zealand or South Africa, or in any other jurisdiction where an offer would be prohibited under the laws and regulations of such relevant jurisdiction. Shareholders who are not resident in Sweden and who wish to accept the Offer (as defined below) must carry out further enquiries regarding applicable legislation and possible tax consequences. Shareholders are referred to the offer restrictions set out in the section "Important Information" at the end of this press release and in the offer document which will be published shortly before the start of the acceptance period for the Offer. Shareholders in the US are also referred to the section "Important information for shareholders in the US" at the end of this press release.Ambea AB ( publ ), registration number 556468-4354 ("Ambea" or the "Offeror"), hereby announces a recommended public offer to the shareholders of Humana AB, registration number 556760-8475 ("Humana" or the "Target Company") to tender all their shares in Humana to Ambea, aiming to combine the companies (the "Offer"). The group resulting from completion of the Offer is referred to as the "Combined Company". The consideration in the Offer consists of a combination of shares in Ambea, cash and a potential Additional Consideration in the form of a CVR Instrument (as defined below). The shares in Humana and Ambea, respectively, are listed on Nasdaq Stockholm. Shareholders holding in total approximately 41.9 percent of the outstanding shares in Humana, including Humana's largest shareholder Impilo Care AB ("Impilo"), Incentive AS and Per Granath (in person and through companies), have undertaken to accept the Offer subject to the condition that (i) no third party announces a higher competing offer where the value of the consideration per share offered at the time of the announcement of such offer exceeds the value of the consideration per share in the Offer on the day of the announcement of such offer by at least 10 percent, and which includes an additional consideration equivalent to that in the Offer, and (ii) the Offeror does not, within a period of 14 calendar days after the competing offer has come to the Offeror's attention, match such offer. Furthermore, Evli Fund Management, PriorNilsson Fonder and Cicero Fonder, with a tot...