Undertaking to accept Savaria (Sweden)’s recommended offer for Handicare obtained for 62.9 per cent of the shares
THIS ANNOUNCEMENT IS NOT AN OFFER, WHETHER DIRECTLY OR INDIRECTLY, IN AUSTRALIA, CANADA, HONG KONG, JAPAN, NEW ZEALAND, SOUTH AFRICA, SWITZERLAND OR THE UNITED STATES 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 NOTICE” AT THE END OF THIS ANNOUNCEMENT AND IN THE OFFER DOCUMENT WHICH WILL BE PUBLISHED SHORTLY BEFORE THE BEGINNING OF THE ACCEPTANCE PERIOD FOR THE OFFER. STOCKHOLM, Sweden, Feb. 04, 2021 (GLOBE NEWSWIRE) — On 27 January 2021, Savaria (Sweden) AB1 (“Savaria (Sweden)”), a company wholly owned by Savaria Corporation2 (“Savaria”), announced a recommended cash offer to the shareholders of Handicare Group AB (“Handicare”) to tender all their shares in Handicare to Savaria (Sweden) at a final price of SEK 50 in cash per share (the “Offer”). As disclosed in the announcement of the Offer, Cidron Liberty Systems S.à r.l.3 (“Nordic Capital Fund VII”), holding 62.9 per cent of the shares and votes in Handicare, had informed Savaria that it supported the Offer and that it intended to accept the Offer and enter into an undertaking to that effect once Handicare had announced its year-end report for 2020 on 4 February 2021. Handicare today announced its year-end report for 2020, after which Nordic Capital Fund VII entered into an irrevocable undertaking to accept the Offer. The irrevocable undertaking relates to Nordic Capital Fund VII’s entire holding of Handicare shares. The undertaking is only conditional upon the Offer being declared unconditional no later than 7 May 2021 and Savaria (Sweden) complying with Nasdaq Stockholm’s takeover rules (the “Takeover Rules”) and other laws and regulations applicable to the Offer. An offer document regarding the Offer is expected to be published on or about 10 February 2021. The acceptance period for the Offer is expected to commence on or about 11 February 2021 and end on or about 4 March 2021. Settlement is expected to commence on 11 March 2021. Savaria (Sweden) has reserved the right to amend the acceptance period, as well as the settlement date. A notice of any such amendment will be announced by Savaria (Sweden) by means of a press release in accordance with applicable rules and regulations. Information about the Offer For more information about the Offer, including the terms and conditions of the Offer, please see Savaria (Sweden)’s press release announcing the Offer, available at www.nordic-offer.com. Marcel BourassaPresident and Chief Executive OfficerSavaria Corporationmbourassa@savaria.com Stephen ReitknechtChief Financial Officer, Savaria Corporation+1(800) 661-5112 firstname.lastname@example.org Nicolas RimbertVice President, Corporate DevelopmentSavaria Corporation+1 (450) email@example.com Important information Savaria (Sweden) discloses the information provided herein pursuant to the Swedish Stock Market (Takeover Bids) Act and the Takeover Rules. The information was submitted for announcement at 08:45 (CET) on 4 February 2021. 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, Canada, Hong Kong, Japan, New Zealand, South Africa, Switzerland or the United States 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, Canada, Hong Kong, Japan, New Zealand, South Africa, Switzerland or the United States, and the Offer cannot be accepted by any such use or by such means, instrumentality or facility of, in or from, Australia, Canada, Hong Kong, Japan, New Zealand, South Africa, Switzerland or the United States. 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 Australia, Canada, Hong Kong, Japan, New Zealand, South Africa, Switzerland or the United States. This press release is not being, and must not be, sent to shareholders with registered addresses in Australia, Canada, Hong Kong, Japan, New Zealand, South Africa, Switzerland or the United States. Banks, brokers, dealers and other nominees holding shares for persons in Australia, Canada, Hong Kong, Japan, New Zealand, South Africa, Switzerland or the United States must not forward this press release or any other document received in connection with the Offer to such persons. For purposes of this section, “United States” refers to the United States of America (its territories and possessions, any state of the United States and the District of Columbia). The Offer and the information and documents contained in this press release are not being made and have not been approved by an authorized 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. 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 Savaria. Any such forward-looking statements speak only as of the date on which they are made and Savaria 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 A newly established company under name change from Goldcup 26098 AB.2 A corporation organised and existing under the laws of the Province of Alberta, Canada, with Canadian registration number 1161491460, having its registered office at 4350 Highway 13, Laval, Québec H7R 6E9 Canada and listed on the Toronto Stock Exchange (TSX:SIS).3 Cidron Liberty Systems S.à r.l. is an entity ultimately controlled by Nordic Capital VII Limited, acting in its capacity as general partner to Nordic Capital VII Alpha, L.P. and Nordic Capital VII Beta, L.P. together with associated investment vehicles.