|By Business Wire||
|January 29, 2014 10:33 AM EST||
Hexagon AB (STO:HEXAB):
Reference is made to the stock exchange notice from Hexagon AB on 20 December 2013 (the “Announcement”) related to the recommended unconditional cash offer for the remaining shares in Veripos Inc. (“Veripos”) not already owned by Hexagon Acquisition Ltd. (the “Offer”), an indirectly wholly owned subsidiary of Hexagon AB (Hexagon AB and Hexagon Acquisition Ltd. hereinafter jointly referred to as “Hexagon”), and the offer document related to the Offer dated 23 December 2013 (the “Offer Document”).
Hexagon extends the acceptance period (the “Acceptance Period”) for the Offer until 16:30 CET on 7 February 2014. There will not be any further extensions to the Acceptance Period. As a consequence of the extension, the latest date for settlement of the Offer will be postponed accordingly to 18 February 2014 as set out in the Offer Document.
Hexagon has, as per 16:00 CET today, received acceptances of the Offer from shareholders holding 17,514,274 shares, representing 52.9 per cent of the outstanding shares of Veripos. In addition, Hexagon currently owns 10,055,090 shares in Veripos, representing 30.3 per cent of the outstanding shares of Veripos. Accordingly, Hexagon owns and has, as per 16:00 CET today, received acceptances for 27,569,364 shares, representing 83.2 per cent of the total shares in Veripos.
As stated in the Offer Document section 4.7, it is Hexagon’s intention, following settlement of the Offer, to complete a compulsory acquisition of any minority shares in Veripos not owned by Hexagon. Since Hexagon will own more than 2/3 of the shares of Veripos following the settlement of the Offer, Hexagon has, as explained in the Offer Document section 4.7 b., the possibility to execute a compulsory acquisition under Cayman law through a so-called “long-form merger”. Shareholders that have not yet accepted the Offer should carefully consider that acceptance of the Offer would imply cash settlement of tendered shares within 18 February 2014, while settlement will be delayed under a compulsory acquisition. It is currently uncertain when settlement under a compulsory acquisition will take place as this is dependent upon the options to conduct a compulsory acquisition available to Hexagon at the time of initiating such acquisition. Settlement under a compulsory acquisition could take approximately two to six months following settlement of the Offer.
SEB Corporate Finance is acting as financial adviser for Hexagon.
Hexagon (NASDAQ OMX Stockholm: HEXA B) is a leading global provider of design, measurement and visualisation technologies. Our customers can design, measure and position objects, and process and present data, to stay one step ahead of a changing world. Hexagon’s solutions increase productivity, enhance quality and allow for faster, better operational decisions, saving time, money and resources. Hexagon has more than 14,000 employees in over 40 countries and net sales of about 2,400 MEUR. Our products are used in a broad range of industries including surveying, power and energy, aerospace and defence, construction, safety and security, automotive and manufacturing. Learn more at www.hexagon.com.
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