CVC Capital Partners: Quimper Announces a Cash Offer of SEK 55 per Share to the Shareholders of Ahlsell That Cannot be Increased

STOCKHOLM, Dec. 11, 2018 /PRNewswire/ -- This announcement is not an offer, whether directly or indirectly, in Australia, Canada, Hong Kong, Japan, New Zealand or South Africa or in any other jurisdictions where such offer pursuant to legislation and regulations in such relevant jurisdictions 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 tender offer document which will be published shortly before the beginning of the acceptance period for the Offer. 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.

Quimper AB (a private limited liability company, that has been or will be indirectly invested in by CVC Funds) ("Quimper")[1], hereby announces a public offer to the shareholders of Ahlsell AB (publ) ("Ahlsell" or the "Company") to tender all their shares in Ahlsell to Quimper at a price of SEK 55.00[2] in cash per share (the "Offer"). The price in the Offer cannot be increased by Quimper. The shares in Ahlsell are listed on Nasdaq Stockholm, Large Cap. 

Summary

• Quimper offers SEK 55.002 in cash per Ahlsell share. The total value of the Offer, based on the 326,723,864 shares[3] in Ahlsell not directly or indirectly owned by Quimper, or closely related parties[4], amounts to approximately SEK 17,970 million.

• Quimper will not increase the Offer price of SEK 55.00. By this statement Quimper cannot, in accordance with the Takeover Rules, increase the price in the Offer.

• The price offered for the shares represents a premium of 32.5 percent to the closing price for the shares on 10 December 2018 (the last day of trading prior to the announcement of the Offer), and a premium of 24.8 percent to the volume-weighted average trading price for the shares over the last 10 trading days ended 10 December 2018.

• The price offered for the shares represents a premium of 23.9 percent compared to the price in the initial public offering of Ahlsell including paid out dividends since the listing (offer price of SEK 55.00 plus dividends since the listing of SEK 2.00 as compared to the listing price of SEK 46.00).

• An offer document regarding the Offer is expected to be published on or about 19 December 2018. The acceptance period for the Offer is expected to begin on or about 20 December 2018 and expire on or about 11 February 2019.

Søren Vestergaard-Poulsen, a Managing Partner at CVC, said: "We are very excited by the opportunity for CVC Funds to continue their long-standing partnership with Ahlsell, which we believe is a true industry leader with a multi-channel approach and a robust business model. Our experience and history with the company provides us with the ability to help it grow further across its core segments and industries, delivering top quality services and value for all stakeholders. We look forward to continuing to work with the existing management team at Ahlsell and develop the company further under private ownership. We believe that the offer price represents a full and fair valuation for Ahlsell. Given the specific circumstances of the offer for Ahlsell – including CVC Funds' existing stake in Ahlsell – and in the interests of maximising transparency and bringing the offer to a conclusion in a timely manner, Quimper is presenting the market with a best-and-final offer price that cannot be increased."

Discussions with Ahlsell

Quimper notified the Chairman of the board of directors of Ahlsell about the terms of the Offer on 10 December 2018. Quimper confirms that it will seek a recommendation of the Offer from the independent directors of Ahlsell. Quimper issued the announcement today to provide Ahlsell shareholders with enough time to evaluate the terms of the Offer before the Christmas holiday period.

Background and reasons for the Offer

Ahlsell has been part of CVC Funds' portfolio since 2012 when CVC Funds initially acquired Ahlsell. In 2016, CVC Funds as the principal owner, through Keravel, executed Ahlsell's initial public offering of its shares on Nasdaq Stockholm. After the listing, CVC Funds have maintained the role of principal shareholder in Ahlsell. Today, as of 11 December 2018, Keravel holds 25.1 percent of the share capital and the voting rights in Ahlsell.

CVC considers Ahlsell to be a leading distributor of installation products, tools and supplies, with its one-stop-shop concept offering a broad scope across geographies, product categories, sales channels and delivery methods. CVC is fully supportive of the Company's skilled and experienced management team that has grown the company both organically and through acquisitions. CVC works with CVC Funds' portfolio companies over the long term in true partnership and this acquisition represents an opportunity to continue working together with the existing management team to create sustainable value for all stakeholders.

Quimper appreciates the dedication and skills of Ahlsell's management and employees and is committed to continue to support Ahlsell in the future and intends to continue the good cooperation with the unions of Ahlsell. Quimper's plans for the future business and general strategy do not currently include any material changes with regard to Ahlsell's operational sites, its management and employees, including their terms of employment.

Ahlsell has a strong track record of delivering financial and operational performance, both under private and public ownership. However, as Ahlsell is now possibly moving into a different phase of its business and economic cycle with a softer outlook for construction and industrial activity, and uncertainty in the overall domestic and global markets, Quimper is taking responsibility and offers to take Ahlsell private at a full and fair valuation for Ahlsell's shareholders.

The Offer

Consideration

The shareholders of Ahlsell are offered SEK 55.00 in cash per share in Ahlsell. Quimper will not increase the price in the Offer. By this statement Quimper cannot, in accordance with the Nasdaq Stockholm's rules regarding takeover bids on the stock market (the "Takeover Rules"), increase the price in the Offer. SEK 55.00 per share is thus the highest price that will be offered by Quimper in the Offer.

Certain employees hold warrants and call options in Ahlsell issued within incentive programs. Such financial instruments are not included in the Offer. However, Quimper will procure that the owners of such warrants and call options in Ahlsell will receive reasonable treatment.

Should Ahlsell, prior to the settlement of the Offer, distribute dividends or in any other way distribute or transfer value to its shareholders, the consideration in the Offer will be adjusted accordingly.

No commission will be charged in respect of the settlement of the Ahlsell shares tendered to Quimper under the Offer.

Premiums

The price of the Offer represents a premium of[5]:

•  32.5 percent compared to the closing price on 10 December 2018 (the last day of trading prior to the announcement of the Offer), of SEK 41.50 for the shares;

•  24.8 percent compared to the volume-weighted average trading price over the 10 trading days ended on 10 December 2018 (the last day of trading prior to the announcement of the Offer), of SEK 44.06 for the shares; and

•  23.9 percent compared to the price in the initial public offering of Ahlsell including paid out dividends since the listing (offer price of SEK 55.00 plus dividends since the listing of SEK 2.00 as compared to the listing price of SEK 46.00).

Total value of the Offer

The total value of the Offer, based on the 326,723,864 shares in Ahlsell not directly or indirectly owned by Quimper or closely related parties, amounts to approximately SEK 17,970 million. The Offer values Ahlsell, based on all 436,302,187 outstanding shares in Ahlsell, to SEK 23,997 million.

Conditions for completion of the Offer

The completion of the Offer is conditional upon:

1. the Offer being accepted to such extent that Quimper becomes the owner of shares representing more than 90 percent of the total number of outstanding shares in Ahlsell[6];
2. no other party announcing an offer to acquire shares in Ahlsell on terms that are more favorable to the shareholders of Ahlsell than the Offer;
3. with respect to the Offer and completion of the acquisition of Ahlsell, all necessary clearances, approvals, decisions and other actions from authorities or similar, including approvals from competition authorities, being obtained, in each case on terms which, in Quimper's opinion, are acceptable;
4. neither the Offer nor the acquisition of Ahlsell being rendered wholly or partially impossible or significantly impeded as a result of legislation or other regulation, any decision of court or public authority, or any similar circumstance, which is actual or can reasonably be anticipated, and which Quimper could not reasonably have foreseen at the time of announcement of the Offer;
5. no circumstances, which Quimper did not have knowledge of at the time of announcement of the Offer, having occurred that have or can be expected to have a material adverse effect upon Ahlsell's sales, profit, liquidity, solidity, equity or assets;
6. no information made public by Ahlsell being materially inaccurate, incomplete or misleading, and Ahlsell having made public all information which should have been made public by it; and
7. Ahlsell not taking any measures that are likely to impair the prerequisites for making or completing the Offer.

Quimper reserves the right to withdraw the Offer in the event that it is clear that any of the above conditions are not satisfied or cannot be satisfied. However, with regard to conditions 2 – 7 above, the Offer may only be withdrawn provided that the non-satisfaction of such condition is of material importance to Quimper's acquisition of Ahlsell or if otherwise approved by the Swedish Securities Council (Sw. Aktiemarknadsnämnden).

Quimper reserves the right to waive, in whole or in part, one or several of conditions 1 – 7 above, including, with respect to condition 1 above, to complete the Offer at a lower level of acceptance.

Certain closely related parties

Three members of Ahlsell's board of directors – Søren Vestergaard-Poulsen (Director), Gustaf Martin-Löf (Director) and Peter Törnquist[7] (Vice Chairman) – are currently employees (Mr. Vestergaard-Poulsen and Mr. Martin-Löf) or senior adviser (Mr. Törnquist) to CVC. In accordance with the Takeover Rules, said board members have not participated in, and will not participate in, Ahlsell's handling of or decisions concerning the Offer.

These circumstances also imply that Section III of the Takeover Rules are applicable to the Offer, entailing that the acceptance period shall be at least four weeks and that Ahlsell is obliged to obtain and announce a valuation (a fairness opinion) regarding the shares in the Company from independent experts.

Information about Quimper and CVC

Quimper is a newly formed entity (with corporate registration number 559155-5551, domiciled in Stockholm), that has been or will be indirectly invested in by CVC Funds on or prior to completion of the Offer. Quimper was founded on 26 March 2018 and registered with the Swedish Companies Registration Office on 12 April 2018. Quimper has never conducted and at present does not conduct any business, and its sole business purpose is to make the Offer.

CVC is a leading private equity and investment advisory firm. Founded in 1981, CVC today has a network of 24 offices and approximately 450 employees throughout Europe, Asia and the US. To date, CVC has secured commitments of over US$ 116 billion from some of the world's leading institutional investors across its private equity and credit strategies. CVC Funds have been investing in the Nordic region for more than 20 years and currently invest in a wide range of portfolio companies in the region, including Synsam, ÅR Packaging, eTraveli and Mehiläinen.

In total, CVC currently manages approximately US$69 billion of assets. Today, CVC Funds are invested in 72 companies worldwide, employing c.200,000 people in numerous countries. Together, these companies have combined annual sales of over US$150 billion. For further information about CVC please visit: www.cvc.com.

Financing of the Offer

The consideration payable in respect of the Offer is financed in full by a combination of funds available to Quimper pursuant to equity commitment letters from its investors and financing provided under agreements arranged by Goldman Sachs Bank USA and Deutsche Bank AG, London Branch, on terms which are customary for the financing of public offers in the Swedish market.

The above-mentioned financing will provide Quimper with sufficient cash resources to satisfy in full the consideration payable in respect of the Offer and, accordingly, completion of the Offer is not subject to any financing condition.

Approvals from authorities

The completion of the Offer is conditional upon, inter alia, all necessary clearances, approvals, decisions and other actions from authorities or similar, including approvals from competition authorities, being obtained, in each case on terms which, in Quimper's opinion, are acceptable. According to Quimper's assessment, the transaction will require the approval of the EU Commission and the merger control authority in Russia. Quimper has initiated the work on filing of the transaction in such jurisdictions. Quimper expects that the relevant clearances will be given prior to the end of the acceptance period.

Acceptance level in the Offer

The completion of the Offer is conditional upon, inter alia, the Offer being accepted to such extent that Quimper becomes the owner of shares representing more than 90 percent of the total number of outstanding shares in Ahlsell.[8] Quimper reserves the right to waive the condition to complete the Offer at a lower level of acceptance.

Statement from Ahlsell and fairness opinion

The independent directors of the board of directors of Ahlsell are, in accordance with the Takeover Rules, expected to announce its opinion regarding the Offer and obtain a fairness opinion from independent experts, no later than two weeks prior to the expiry of the acceptance period.

Quimper's shareholding in Ahlsell

Quimper, and closely related parties, currently own in aggregate 109,578,323 shares in Ahlsell, corresponding to approximately 25.1 percent[9] of the share capital and the voting rights in Ahlsell.[10] Neither Quimper nor any of its closely related parties, have acquired any shares in Ahlsell at a price above the price in the Offer during the six months that have preceded the announcement of the Offer or hold any financial instruments in Ahlsell that provide a financial exposure equivalent to a holding of shares in Ahlsell.

Preliminary timetable[11]

Publication of the offer document 19 December 2018

Acceptance period               20 December 2018 – 11 February 2019

Commencement of settlement       19 February 2019

Quimper reserves the right to extend the acceptance period, as well as to postpone the settlement date.

Compulsory redemption proceedings and delisting

As soon as possible after Quimper has acquired shares representing more than 90 percent of the total number of shares in Ahlsell, Quimper intends to commence compulsory redemption proceedings under the Swedish Companies Act (Sw. aktiebolagslagen (2005:551)) to acquire all remaining shares in Ahlsell. In connection therewith, Quimper intends to promote delisting of Ahlsell's shares from Nasdaq Stockholm.

Applicable law and disputes

The Offer, as well as the agreements entered into between Quimper and the shareholders in Ahlsell as a result of the Offer, shall be governed and construed in accordance with substantive Swedish law. Any dispute regarding the Offer, or which arises in connection therewith, shall be settled exclusively by Swedish courts, and the City Court of Stockholm (Sw. Stockholms tingsrätt) shall be the court of first instance.

The Takeover Rules and the Swedish Securities Council's rulings regarding interpretation and application of the Takeover Rules, including, where applicable, the Swedish Securities Council's interpretation and application of the formerly applicable Rules on Public Offers for the Acquisition of Shares issued by the Swedish Industry and Commerce Stock Exchange Committee (Sw. Näringslivets Börskommitté), are applicable to the Offer. Furthermore, Quimper has, in accordance with the Swedish Act on Public Takeovers on the Stock Market (Sw. lag om offentliga uppköpserbjudanden på aktiemarknaden (2006:451)), on 10 December 2018 contractually undertaken towards Nasdaq Stockholm to fully comply with said rules and statements and to submit to any sanctions that can be imposed by Nasdaq Stockholm in event of breach of the Takeover Rules. On 11 December 2018, Quimper informed the Swedish Financial Supervisory Authority (Sw. Finansinspektionen) about the Offer and the abovementioned undertakings towards Nasdaq Stockholm.

Advisors

Goldman Sachs International and Carnegie Investment Bank AB (publ) are financial advisors and Roschier Advokatbyrå, Freshfields Bruckhaus Deringer and Clifford Chance are legal advisors to Quimper in connection with the Offer.

Quimper AB

The board of directors

This information was submitted for publication on 11 December 2018 at 7.30 a.m. (CET).

Information about the Offer:

www.quimperbidco.com

[1] Quimper is a newly formed entity that has been or will be indirectly invested in by funds or vehicles ("CVC Funds") advised by CVC Advisers Company (Luxembourg) S.à r.l. and/or its affiliates. "CVC" means CVC Advisers Company (Luxembourg) S.à r.l. and its affiliates, together with CVC Capital Partners SICAV-FIS S.A. and each of its subsidiaries.

[2] Should Ahlsell, prior to the settlement of the Offer, distribute dividends or in any other way distribute or transfer value to its shareholders, the consideration in the Offer will be adjusted accordingly.

[3] Of which 7,000,000 are held by Ahlsell in treasury.

[4] CVC Funds' shares in Ahlsell are currently held by Keravel S.à r.l. ("Keravel"), an entity indirectly invested in by CVC Funds. Keravel holds approximately 25.1 percent of the total number of shares in Ahlsell.

[5] Source for Ahlsell share prices: Bloomberg.

[6] Excluding any treasury shares held by Ahlsell (currently 7,000,000).

[7] Peter Törnquist owns 20,000 shares in Ahlsell.

[8] Excluding any treasury shares held by Ahlsell (currently 7,000,000).

[9] Based on all 436,302,187 outstanding shares in Ahlsell, including the 7,000,000 shares which are held by Ahlsell in treasury.

[10] CVC Funds' shares in Ahlsell are currently held through Keravel.

[11] All dates are preliminary and may be subject to change.

Important notice  

The Offer is not being made, directly or indirectly, in or into Australia, Canada, Hong Kong, Japan, New Zealand or South Africa by use of mail or any other 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 security exchange, of Australia, Canada, Hong Kong, Japan, New Zealand or South Africa, and the Offer cannot be accepted by any such use, means, instrumentality or facility of, or from within, Australia, Canada, Hong Kong, Japan, New Zealand or South Africa. Accordingly, this press release and 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 or South Africa.

This press release is not being, and must not be, sent to shareholders with registered addresses in Australia, Canada, Hong Kong, Japan, New Zealand or South Africa. Banks, brokers, dealers and other nominees holding shares for persons in Australia, Canada, Hong Kong, Japan, New Zealand or South Africa must not forward this press release or any other document received in connection with the Offer to such persons.

Statements in this press release relating to future status or circumstances, including statements regarding future performance, growth and other trend projections and the 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 Quimper. Any such forward-looking statements speak only as of the date on which they are made and Quimper 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.

Goldman Sachs International is not responsible to anyone other than Quimper for advice in connection with the Offer.

Special notice to shareholders in the United States 

The Offer will be made for shares of Ahlsell AB (publ), a company incorporated under Swedish law, and is subject to Swedish disclosure and procedural requirements, which are different from those of the United States. The Company's financial statements, and all financial information that is included herein, or any other documents relating to the Offer, have been or will be prepared in accordance with IFRS and may not be comparable to financial statements of companies in the United States or other companies whose financial statements are prepared in accordance with US generally accepted accounting principles.

The Offer will be made in the United States pursuant to Section 14(e) and Regulation 14E under the US Exchange Act as a "Tier II" tender offer, and otherwise in accordance with the requirements of Swedish law. Accordingly, the Offer will be subject to disclosure and other procedural requirements, including with respect to withdrawal rights, offer timetable, settlement procedures and timing of payments that are different from those applicable under U.S. domestic tender offer procedures and law. It may be difficult for U.S. shareholders to enforce their rights and any claims they may have arising under the U.S. federal securities laws in connection with the Offer, since the Company and Quimper 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. shareholders may not be able to sue the Company or Quimper 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 the Company or Quimper and their respective affiliates to subject themselves to the jurisdiction or judgment of a U.S. court.

To the extent permissible under applicable law or regulations, Quimper and its affiliates or brokers (acting as agents for Quimper or its affiliates, as applicable) may from time to time after the date hereof directly or indirectly purchase or arrange to purchase shares of the Company outside the United States other than pursuant to the Offer, before or during the period in which the Offer remains open for acceptance, 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. Any information about such purchases will be announced through relevant electronic media if, and to the extent, such announcement is required under applicable Swedish law, rules or regulations. In addition, the financial advisors to Quimper may also engage in ordinary course trading activities in securities of the Company, which may include purchases or arrangements to purchase such securities.

The receipt of cash pursuant to the Offer by a U.S. shareholder may be a taxable transaction for US federal income tax purposes and under applicable U.S. state and local, as well as foreign and other, tax laws. Each shareholder is urged to consult his or her independent professional adviser immediately regarding the tax consequences of accepting the Offer.

NEITHER THE SEC NOR ANY U.S. STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED THE OFFER, OR PASSED ANY COMMENT UPON THE ADEQUACY OR COMPLETENESS OF THIS OFFER DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE IN THE UNITED STATES. 

For additional information contact:

Carsten Huwendiek,
Managing Director,
Global Head of Marketing & Communications,
CVC Advisers Limited
Tel: +44(0)2074204240,
e-mail: [email protected]

Helena Stångberg,
Senior Director, Partner, Hallvarsson & Halvarsson (for Swedish speakers)
Tel: +46-709-71-12-53
e-mail: [email protected]

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