Aalborg, 7 June 2022
Publication of offer document and board statement
On 24 May 2022, Ahlsell Danmark ApS ("Ahlsell") announced that Ahlsell had entered into conditional share purchase agreements with Danske Bank A/S, Nordea Bank Abp, Jyske Bank A/S and Nykredit Bank A/S (the "Major Shareholders") to acquire approximately 75.49% of the shares in Sanistål A/S ("Sanistål") at a price of DKK 58 per share. In addition, Ahlsell announced that they would make a recommended conditional voluntary public offer (the "Offer") to purchase the remaining approximately 24.51% of the shares held by all shareholders other than the Major Shareholders (the "Minority Shareholders") at a price of DKK 85 per share, please refer to company announcement no. 8 / 2022.
Today, Ahlsell has published the offer document and acceptance form, which sets out the terms and conditions of the Offer. Ahlsell's announcement is attached to this company announcement.
Furthermore, Sanistål today publishes the statement by the Board of Directors in connection with the Offer. The Board of Directors unanimously recommends the Minority Shareholders to accept the Offer, and the Board of Directors specifically takes into account, that:
The Offer to the Minority Shareholders is attractive and the price of DKK 85 per share is significantly higher than the price accepted by the Major Shareholders after a comprehensive strategic analysis. In order to assist its assessment of the Offer and decision to recommend the Offer, the Board of Directors of Sanistål has obtained an independent fairness opinion from HCN Partners. The fairness opinion concludes that, subject to the methodologies and assumptions specified therein, the cash offer price of DKK 85 per share to the Minority Shareholders is fair from a financial perspective.
Ahlsell will build on the work laid down by Sanistål in the recent years and continue the expansion across the Nordics and especially in Denmark with a customer-centric model, utilizing best-in-class digital tools and data to provide value-adding services to its suppliers and customers. Ahlsell is considering a capital increase following completion of the Offer.
Ahlsell intends to maintain and continue Sanistål's management and employees on substantially unchanged terms, except for the incentive programmes that will be discharged subsequent to the completion of the Offer.
If Ahlsell acquires more than 90% of the shares at the end of the offer period, Ahlsell reserves the right to compulsorily redeem outstanding shares and delist Sanistål from Nasdaq Copenhagen. Also at a lower ownership interest than 90%, Ahlsell expects to seek to delist the shares, in accordance with applicable rules and regulations.
"Based on an overall assessment, we consider the sale to Ahlsell as the most attractive solution, both for the minority shareholders, the Company and all other stakeholders" says the Chairman of the Board of Directors Anders K. Bønding.
10-week offer period
Subject to certain restrictions, a summary of the offer document and the appertaining acceptance form will, together with the board statement be sent by physical mail and/or e-mail to the registered shareholders of Sanistål. Offer-related documents, including the offer document, the board statement, and the acceptance forms, are also available on Sanistål's website https://www.sanistaal.com/da/investor/investor.
The offer period runs from 7 June 2022 to 16 August 2022 at 17:00 (CET).
The Minority Shareholders are advised to read the offer document and the board statement in their respective entirety before deciding whether to accept the Offer.
This announcement has been prepared both in English and Danish. In the event of discrepancies between the English and Danish version, the Danish version shall prevail.
Chairman of the Board of Directors, Anders K. Bønding, may be contacted through Pia Kristensen, Head of Communications at Sanistål, tel. +45 9630 6000, mobile +45 4117 8617.
Statement by the Board of Directors of Sanistål A/S regarding the recommended conditional voluntary public offer made by Ahlsell Danmark ApS.
Announcement by Ahlsell Danmark ApS.
The Offer is made neither directly nor indirectly in any jurisdiction where this would constitute a violation of the legislation within the jurisdiction in question. This announcement and other documents regarding the Offer must not be sent, forwarded or distributed in any other way within a jurisdiction where this would constitute a violation of legislation within said jurisdiction, including in particular in the United Kingdom, the United States, Canada, Japan, Australia or South Africa. This announcement does not constitute an offer or invitation to sell or buy shares in Sanistål A/S. The Offer is made solely on the basis of an offer document prepared and published by Ahlsell Danmark ApS which will contain the complete terms and conditions of the Offer. Shareholders in Sanistål A/S are encouraged to read the offer document and any associated documents as these will contain important information on the Offer.