THIS ANNOUNCEMENT IS NOT AN OFFER, WHETHER DIRECTLY OR INDIRECTLY, IN AUSTRALIA, BELARUS, CANADA, HONG KONG, JAPAN, NEW ZEALAND, RUSSIA, SINGAPORE, SOUTH AFRICA OR SWITZERLAND OR IN ANY OTHER JURISDICTION WHERE SUCH OFFER PURSUANT TO LEGISLATION AND REGULATIONS IN SUCH RELEVANT JURISDICTION WOULD BE PROHIBITED BY APPLICABLE LAW. SHAREHOLDERS NOT RESIDENT IN SWEDEN WHO WISH TO ACCEPT THE OFFER (AS DEFINED BELOW) MUST MAKE INQUIRIES CONCERNING APPLICABLE LEGISLATION AND POSSIBLE TAX CONSEQUENCES. SHAREHOLDERS SHOULD REFER TO THE OFFER RESTRICTIONS INCLUDED IN THE SECTION TITLED “IMPORTANT INFORMATION” AT THE END OF THIS ANNOUNCEMENT AND IN THE OFFER DOCUMENT WHICH HAS BEEN PUBLISHED ON THE OFFER WEBSITE (WWW.NOTALP-TRANSPORTATION-OFFER.COM). SHAREHOLDERS IN THE UNITED STATES SHOULD ALSO REFER TO THE SECTION TITLED “SPECIAL NOTICE TO SHAREHOLDERS IN THE UNITED STATES” AT THE END OF THIS ANNOUNCEMENT.
Press release
23 September 2024
On 19 June 2024, Notalp Logistik AB (name changed from Goldcup 35626 AB), reg. no. 559486-4703 (“BidCo”), announced a public cash offer to the shareholders of Jetpak Top Holding AB (publ), reg. no. 559081-5337 (“Jetpak”), to acquire all outstanding shares in Jetpak (the “Offer”). On 6 September 2024 BidCo entered into an irrevocable and unilateral option agreement with Cidro Förvaltning AB to acquire approximately 12.09 per cent of the total number of shares and votes in Jetpak (the “Option[1]”). The price which may be paid for the Jetpak shares under the Option amounts to SEK 104.50 in cash per share including an option premium. As a result, BidCo announced on the same day that BidCo had decided to increase the price in the Offer from SEK 98 in cash per share to SEK 104.50 in cash per share in Jetpak, and to extend the acceptance period up to and including 19.00 (CEST) on 20 September 2024. The acceptance period has expired and BidCo has now decided to waive the condition of an acceptance level above 90 percent[2] and complete the Offer. BidCo is currently wholly owned by Paradeigma Partners AB (“Paradeigma”), and will after completion of the Offer be co-owned by a consortium led by Paradeigma and further including Pak Logistik Intressenter AB (“Pak Logistik Intressenter”) and Aktiebolaget Tuna Holding (together, the “Consortium”).
Announcement of outcome and the Consortium’s holdings in Jetpak
The initial acceptance period for the Offer commenced on 20 June 2024 and was initially expected to end on 19 July 2024. On 19 July 2024, BidCo announced that the initial acceptance period for the Offer was extended until 12 August 2024. On 13 August 2024, the acceptance period was further extended until 5 September 2024 and on 6 September 2024, the acceptance period was extended until 20 September 2024 and BidCo informed in connection therewith that the acceptance period would not be extended further.
The offer has been accepted by holders of 3,129,356 shares, corresponding to approximately 25.68 per cent of the total number of shares and votes in Jetpak. The shares in Jetpak tendered in the Offer, together with the 7,132,675 shares in Jetpak held, directly or indirectly, by the Consortium already at the time of the announcement of the Offer, and the 1,321 shares in Jetpak tendered in the mandatory offer announced by Pak Logistik Intressenter on 7 June 2024 (the “Mandatory Offer”), and which will be contributed to BidCo, amounts to a total of 10,263,352 shares in Jetpak, corresponding to approximately 84.21 per cent of the total number of shares and votes in Jetpak. Together with the shares under the Option, the number of shares in Jetpak held or controlled, directly or indirectly, by the Consortium thus amounts to 11,737,322 shares, corresponding to approximately 96.30 per cent of the total number of shares and votes in Jetpak.
BidCo has been informed that up until the time of this announcement, 1,321 shares in Jetpak have been tendered in Pak Logistik Intressenter’s Mandatory Offer, which was declared unconditional on 1 August 2024, corresponding to approximately 0.01 per cent of the total number of shares and votes in Jetpak. The Option to acquire 1,473,970 shares corresponds to approximately 12.09 percent of the total number of shares and votes in Jetpak.
Except for the 7,132,675 shares in Jetpak held, directly or indirectly, by the Consortium at the time of the announcement of the Offer, neither BidCo or any member of the Consortium, nor any closely related parties to them, held any shares in Jetpak, nor any financial instruments that give financial exposure equivalent to holding shares in Jetpak, at the time of the announcement of the Offer.
Neither BidCo or any member of the Consortium, nor any closely related parties to them, have acquired or agreed to acquire any shares, or any other financial instruments in Jetpak that give financial exposure equivalent to holding shares in Jetpak, outside the Offer with the exception of the Option and Pak Logistik Intressenter’s Mandatory Offer.
As communicated by BidCo and Pak Logistik Intressenter, Pak Logistik Intressenter has undertaken to contribute any shares tendered by shareholders in the Mandatory Offer to BidCo, provided that BidCo’s voluntary Offer being declared unconditional and completed.
Waiver of 90 percent condition and completion of the Offer
In light of that BidCo is not yet the owner of the shares under the Option, which can only be exercised on the option date on 17 November 2024, BidCo has decided to waive the condition for completion that the Offer shall be accepted to such extent that BidCo becomes the owner of more than 90 percent of the shares in Jetpak. All other conditions for completion of the Offer have been fulfilled. Consequently, as all other conditions for completion of the Offer have been fulfilled, the Offer is declared unconditional and BidCo will thus complete the acquisition of the shares tendered in the Offer.
Settlement as regards shares tendered in the Offer is expected to be initiated on or around 30 September 2024.
The Offer’s relation to Pak Logistik Intressenter’s Mandatory Offer
In accordance with the press release published by Pak Logistik Intressenter on 6 September 2024, the consideration in the Mandatory Offer will be increased to correspond to the consideration in this Offer in light of that this Offer has now been declared unconditional and is being completed. Shareholders in Jetpak who have not accepted this Offer will thus have the opportunity to accept the Mandatory Offer at a price of SEK 104.50 per share in Jetpak. In the same press release from 6 September 2024, Pak Logistik Intressenter announced an extension of the acceptance period in its Mandatory Offer up to and including 19.00 (CEST) on 7 October 2024.
Compulsory redemption and delisting
BidCo intends to exercise the Option on the option date on 17 November 2024, entailing that BidCo becomes the owner of shares representing more than 90 per cent of the total number of shares in Jetpak. Thereafter, BidCo intends to initiate a compulsory redemption proceeding under the Swedish Companies Act (Sw. aktiebolagslagen (2005:551)) to acquire all remaining shares in Jetpak and in connection therewith promote a delisting of Jetpak’s shares from Nasdaq First North Premier Growth Market.
Information about the Offer
The offer document (including supplements to the offer document) and other information about the Offer is made available at: www.notalp-transportation-offer.com.
Contacts and further information
Jan Hummel, Paradigm Capital AG, +49 89 62 021 780
Joel Gedin, Fogel & Partners, +46 707 50 08 50
For administrative questions regarding the Offer, please contact your bank or the nominee registered as holder of your shares.
Important information
The information in this press release was submitted for publication at 16.00 (CEST) on 23 September 2024.
This press release has been published in Swedish and English. In the event of any discrepancy in content between the two language versions, the Swedish version shall prevail.
The Offer is not being made, directly or indirectly, in or into Australia, Belarus, Canada, Hong Kong, Japan, New Zealand, Russia, Singapore, South Africa or Switzerland or in any other jurisdiction where the Offer pursuant to legislation and regulations in such relevant jurisdiction would be prohibited by law.
The distribution of the information in this press release and any related Offer documentation in certain jurisdictions may be restricted or affected by the laws of such jurisdiction. Accordingly, the information in this press release may not be forwarded, distributed, reproduced or otherwise made available in or into or accessed from any country in which the Offer would require 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 or where it would be in conflict with any law or regulation in such country, including, Australia, Belarus, Canada, Hong Kong, Japan, New Zealand, Russia, Singapore, South Africa and Switzerland, and does not constitute an offer or solicitation to acquire, sell, subscribe or exchange securities, to persons in Australia, Belarus, Canada, Hong Kong, Japan, New Zealand, Russia, Singapore, South Africa or Switzerland or in any other jurisdiction where such offer pursuant to legislation and regulations in such relevant jurisdiction would be prohibited by applicable law, by use of mail or any other communication 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 securities exchange or other trading venue, of Australia, Belarus, Canada, Hong Kong, Japan, New Zealand, Russia, Singapore, South Africa or Switzerland.
The Offer cannot be accepted by any such use or by such means, instrumentality or facility of, in or from, Australia, Belarus, Canada, Hong Kong, Japan, New Zealand, Russia, Singapore, South Africa or Switzerland. Accordingly, this press release or any documentation relating to the Offer are not being and should not be sent, mailed or otherwise distributed or forwarded in or into or accessed from Australia, Belarus, Canada, Hong Kong, Japan, New Zealand, Russia, Singapore, South Africa or Switzerland.
This press release is not being, and must not be, sent to shareholders with registered addresses in Australia, Belarus, Canada, Hong Kong, Japan, New Zealand, Russia, Singapore, South Africa or Switzerland. Banks, brokers, dealers and other nominees holding shares for persons in Australia, Belarus, Canada, Hong Kong, Japan, New Zealand, Russia, Singapore, South Africa or Switzerland must not forward this press release or any other document received in connection with the Offer to such persons. Any failure by such persons to inform themselves and observe applicable restrictions or requirements may constitute a violation of the securities laws of Australia, Belarus, Canada, Hong Kong, Japan, New Zealand, Russia, Singapore, South Africa or Switzerland. To the fullest extent permitted by applicable law, BidCo disclaims any responsibility or liability for the violations of any such restrictions by any person. Any purported acceptance of the Offer resulting directly or indirectly from a violation of these restrictions may be disregarded. No consideration under the Offer will be delivered in or into Australia, Belarus, Canada, Hong Kong, Japan, New Zealand, Russia, Singapore, South Africa or Switzerland. The Offer shall be governed by and construed in accordance with Swedish substantive law. The courts of Sweden shall have exclusive jurisdiction over any dispute arising out of or in connection with the Offer and the Stockholm District Court shall be the court of first instance.
The Offer and 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 unless an exemption applies. 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 per cent or more of the voting shares in a body corporate, within article 62 of the UK Financial Services and Markets Act 2000 (Financial Promotion) Order 2005.
Statements in this press release relating to future status or circumstances, including statements regarding future performance, growth and other trend projections and 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 BidCo. Any such forward-looking statements speak only as of the date on which they are made and BidCo 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.
Special notice to shareholders in the United States
The Offer described in this press release is made for the issued and outstanding shares of Jetpak, a company incorporated under Swedish law, and is subject to Swedish disclosure and procedural requirements, which may be different from those of the United States. Holders of the shares of Jetpak domiciled in the United States (the “U.S. Holders”) are advised that the shares of Jetpak are not listed on a U.S. securities exchange and that Jetpak is not subject to the periodic reporting requirements of the U.S. Securities Exchange Act of 1934, as amended (the “U.S. Exchange Act“), and is not required to, and does not, file any reports with the U.S. Securities and Exchange Commission (the “SEC”) thereunder.
The Offer has been made in the United States pursuant to Section 14(e) and Regulation 14E of the U.S. Exchange Act, subject to exemptions provided by Rule 14d-1(d) under the U.S. Exchange Act for a Tier II tender offer (the “Tier II Exemption“), and is otherwise made in accordance with the disclosure and procedural requirements of Swedish law, including with respect to withdrawal rights, the Offer timetable, settlement procedures, waiver of conditions and timing of payments, which are different from those applicable under U.S. domestic tender offers, procedures and law. U.S. Holders are encouraged to consult with their own advisors regarding the Offer.
Jetpak’s financial statements and all financial information included in this press release, or any other documents relating to the Offer, have been or will be prepared in accordance with IFRS and may not be comparable to the financial statements or financial information of companies in the United States or other companies whose financial statements are prepared in accordance with U.S. generally accepted accounting principles.
As permitted under the Tier II Exemption, the settlement of the Offer will be based on the applicable Swedish law provisions, which differ from the settlement procedures customary in the United States, particularly as regards to the time when payment of the consideration is rendered. The Offer, which is subject to Swedish law, is being made to the U.S. Holders in accordance with the applicable U.S. securities laws, and applicable exemptions thereunder, in particular the Tier II Exemption. To the extent the Offer is subject to U.S. securities laws, those laws only apply to U.S. Holders and thus will not give rise to claims on the part of any other person. The U.S. Holders should consider that the price for the Offer is being paid in SEK and that no adjustment will be made based on any changes in the exchange rate.
To the extent permissible under applicable law or regulations, BidCo and its affiliates or its brokers and its brokers’ affiliates (acting as agents for BidCo or its affiliates, as applicable) may from time to time and during the pendency of the Offer, and other than pursuant to the Offer, directly or indirectly purchase or arrange to purchase shares of Jetpak outside the United States, or any securities that are convertible into, exchangeable for or exercisable for such shares. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. In addition, the financial advisors to BidCo may also engage in ordinary course trading activities in securities of Jetpak, which may include purchases or arrangements to purchase such securities as long as such purchases or arrangements are in compliance with the applicable law. To the extent information about any such purchases or arrangements to purchase is made public in Sweden, such information will be disclosed by means of a press release or other means reasonably calculated to inform U.S. Holders of Jetpak of such information.
It may be difficult for U.S. Holders to enforce their rights and any claims they may have arising under the U.S. federal or state securities laws in connection with the Offer, since Jetpak and BidCo are located in countries other than the United States, and some or all of their officers and directors may be residents of countries other than the United States. U.S. Holders may not be able to sue Jetpak or BidCo or their respective officers or directors in a non-U.S. court for violations of U.S. securities laws. Further, it may be difficult to compel Jetpak or BidCo and/or their respective affiliates to subject themselves to the jurisdiction or judgment of a U.S. court.
The receipt of cash pursuant to the Offer by a U.S. Holder may be a taxable transaction for U.S. federal income tax purposes and under applicable U.S. state and local, as well as foreign and other, tax laws. Each such shareholder is urged to consult an independent professional adviser regarding the tax consequences of accepting the Offer. Neither BidCo nor any of its affiliates and their respective directors, officers, employees or agents or any other person acting on their behalf in connection with the Offer shall be responsible for any tax effects or liabilities resulting from acceptance of this Offer.
NEITHER THE SEC NOR ANY SECURITIES COMMISSION OF ANY STATE OF THE UNITED STATES HAS: (I) APPROVED OR DISAPPROVED OF THE OFFER, (II) PASSED UPON THE MERITS OR FAIRNESS OF THE OFFER, OR (III) PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THIS PRESS RELEASE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE IN THE UNITED STATES.
[1] For further information on the Option, please refer to BidCo’s press release of 6 September 2024.
[2] As set out in the offer document, BidCo had reserved the right to waive, in whole or in part, one or more of the conditions set out in the offer document (including, in respect of the condition relating to the acceptance level, to complete the Offer at a lower acceptance level). Furthermore, BidCo reminded the shareholders in its press release of 6 September 2024 that BidCo may complete the Offer at a lower acceptance level.
