The Offer is not being made, and this press release may not be distributed, directly or indirectly, in or into, nor will any tender of shares be accepted from or on behalf of shareholders in
PRESS RELEASE
Altor PC AB[1] announces a recommended public cash offer to the shareholders in Permascand Top Holding AB
The Offer in brief- The shareholders in Permascand are offered
SEK 17 in cash per share in the Company. The total Offer value based of all shares in Permascand amounts to SEK 1,008 million .[3] -
The Board of Directors[4] of Permascand unanimously recommends the shareholders in Permascand to accept the Offer, based on, inter alia, a fairness opinion from
Grant Thornton according to which the Offer is fair to Permascand's shareholders from a financial point of view. -
The Offer represents a premium of 58 percent in relation to the closing price of
SEK 10.75 on Nasdaq First North Growth Market on 18 December 2023 , which was the last day of trading prior to the announcement of the Offer and 94 percent in relation to the volume weighted average price of SEK 8.78 on Nasdaq First North Growth Market during a period of 90 trading days prior to 18 December 2023 . Norvestor VI L.P. , Ulven Invest AB[5], 5J Holding AB[6] and Peter Lundström[7], shareholders in Permascand, representing approximately 68 percent of the shares and votes in the Company have, subject to certain conditions, irrevocably undertaken to accept the Offer.-
The acceptance period of the Offer is expected to commence on
19 December 2023 and end on 19 January 2024 . -
Completion of the Offer is conditional upon, inter alia, the Offer being accepted to such extent that Altor PC becomes the owner of more than 90 percent of the total number of shares in Permascand and that no other party announces an offer to acquire shares in Permascand on terms that are more favourable than the Offer to the shareholders in Permascand.
"We have followed the company over the last year closely, and truly believe that there is a fantastic opportunity for Permascand to take significant share in the fast-growing hydrogen market as a supplier of a key and hard-to-manufacture component to electrolyzers."
Background to and reasons for the Offer
Permascand is an independent technology-driven manufacturer of electrochemical solutions based on the Company's proprietary catalytic coatings for clean tech applications. Permascand has supplied electrodes, electrochemical cells and aftermarket services to a variety of sectors for more than 50 years. Permascand is headquartered in Ljungaverk,
Altor has followed Permascand closely over the last year and is highly impressed by the development of Permascand, and the work done by the management team and employees so far. Altor see Permascand as a true pioneer within electrochemistry and believe the Company's long-term track record, research and development capabilities and experience within electrode manufacturing is unique.
Given the significant capex investments required to increase manufacturing capacity, particularly in relation to the renewables end-market, Altor strongly believes that the Company should be operated in a private setting. Altor shares the Company's and management's vision in developing Permascand to become a global leader in electrode manufacturing and supply within the fast-growing green hydrogen industry, and identify potential in several areas, including:
- further strengthening Permascand's position in
Europe and globally as a leading electrode manufacturer; - leveraging Permascand's advantageous market position to capture a significant market share in green hydrogen as a supplier of high efficiency electrodes within the alkaline water electrolysis segment;
- expanding the existing capacity footprint to increase Permascand's global market share within several end-markets;
- reinforcing the research and development department to sustain and bolster Permascand's long-term competitive edge; and
- allocating investments towards employer branding initiatives and expand talent pool sourcing to attract top talent on a global scale.
Based on these intentions and Altor's characteristics as an investor, the Offeror believe that Altor would be a suitable partner for Permascand for the next phase of growth.
Altor places great value on Permascand's organisation and expects that the Offer will support growth and create long-term positive effects for employees, customers and other stakeholders impacted by the operations of Permascand. Altor PC has not made any resolutions that are expected to cause the Offer to have an impact on Permascand's organisation, management teams or employees, including their terms of employment, or on the locations of Permascand's operations.
The Offer
The Offeror offers the shareholders in Permascand
The total number of shares in Permascand is 59,313,529. The Offer comprises all shares in Permascand. The total Offer value based on all shares in Permascand amounts to approximately
Bid premium
The Offer represents a premium of 58 percent in relation to the closing price of
Conflict of interests
Permascand's outstanding incentive programs
The Offer does not include any warrants held by Permascand's subsidiaries or employees or rights granted by Permascand to its employees under any incentive program implemented by Permascand. Altor PC intends to treat participants in such programs or holders of warrants reasonably in connection with the Offer.
Commitments from shareholders in Permascand
Altor PC has received irrevocable undertakings to accept the Offer from the following shareholders in Permascand:
Norvestor VI L.P. , whose total ownership amounts to 26,363,614 shares, corresponding to approximately 44.45 percent of the shares and votes in the Company;- Ulven Invest AB[9], whose total ownership amounts to 6,170,000 shares, corresponding to approximately 10.40 percent of the shares and votes in the Company;
- 5J Holding AB[10], whose total ownership amounts to 6,156,178 shares, corresponding to approximately 10.38 percent of the shares and votes in the Company; and
- Peter Lundström[11], whose total ownership amounts to 1,611,575 shares, corresponding to approximately 2.72 percent of the shares and votes in the Company.
The Offeror has thus, through irrevocable undertakings by shareholders to accept the Offer, secured acceptance from shareholders representing in total 40,301,367 shares, corresponding to approximately 68 percent of the shares and votes in Permascand. The irrevocable undertakings are, inter alia, conditional upon that the Offer is declared unconditional on or before
Recommendation from the Board of Directors of Permascand[12]
The Board of Directors of Permascand unanimously recommends the shareholders in Permascand to accept the Offer, based on, inter alia, a fairness opinion from
Altor PC's shareholding in Permascand
At the announcement of the Offer, the Offeror does not own any shares in Permascand, or any other financial instruments carrying a financial exposure equivalent to a shareholding in Permascand, nor has it acquired any shares or any other financial instruments in Permascand during the last six months prior to the announcement of the Offer. During the acceptance period of the Offer, the Offeror may acquire, or enter into arrangements to acquire, shares in Permascand. All such purchases or arrangements will be in accordance with the Takeover rules for certain trading platforms issued by the Swedish Stock Market Self-Regulation Committee (the "Takeover Rules") and Swedish law and be disclosed in accordance with applicable rules.
Description of Altor PC and the financing of the Offer
Altor PC is a newly formed company controlled by Altor Fund VI. Altor PC, with corporate number 559461-0122, is domiciled in
The consideration payable in respect of the Offer is financed in full by funds available to Altor PC by way of an equity commitment letter issued by Altor Fund VI. Altor PC will thus have sufficient funds to fully pay the consideration in the Offer.
Due diligence
In relation to the preparations for the Offer, Altor has, on behalf of the Offeror, conducted a limited due diligence review of confirmatory nature regarding commercial, financial, legal, tax, regulatory and other information in relation to Permascand, and in connection therewith met with the Company's management team. Permascand has confirmed that no information that could reasonably be expected to affect the price of the Company's shares, and that has not been published by the date of this announcement, has been disclosed to the Altor in connection with said due diligence review.
Preliminary timetable- Publication of offer document: on or about
19 December 2023 -
Acceptance period: on or about
19 December 2023 - 19 January 2024 -
Settlement date: on or about
26 January 2024
The Offeror reserves the right to extend the acceptance period as well as the right to defer the date for settlement.
Conditions for completion of the Offer
Completion of the Offer is conditional upon:
- the Offer being accepted to such extent that the Offeror becomes the owner of more than 90 percent of the total number of outstanding shares in Permascand;
- that no other party announces an offer to acquire shares in Permascand on terms that are more favourable than the Offer to the shareholders in Permascand;
- that neither the Offer nor the acquisition of Permascand, is wholly or partly prevented or materially adversely affected by any legislation or other regulation, court decision, public authority decision or similar circumstance, which is actual or could reasonably be anticipated, which is outside the control of the Offeror and which the Offeror could not reasonably have foreseen at the time of the announcement of the Offer;
- that, save as publicly announced by Permascand prior to the date the Offer was announced or as otherwise disclosed in writing to the Offeror prior to that date, the Offeror does not discover that any information publicly disclosed by Permascand or otherwise made available to the Offeror is materially inaccurate or misleading, or that any material information which should have been publicly disclosed by Permascand has not been so disclosed;
- there being no circumstances, which the Offeror did not have knowledge about at the time of the announcement of the Offer, that have occurred that have a material adverse effect or could reasonably be expected to have an effect upon Permascand's sales, results, liquidity, assets or equity; and
- that Permascand does not take any measures that typically are intended to impair the prerequisites for the implementation of the Offer.
Altor PC reserves the right to withdraw the Offer in the event that it is clear that any of the above conditions is not satisfied or cannot be satisfied. However, with regard to conditions 2-6, the Offer may only be withdrawn provided that the non-satisfaction of such a condition is of material importance to the Offeror's acquisition of Permascand.
The Offeror reserves the right to waive, in whole or in part, one, several or all of the conditions set out above, including, with respect to condition 1, to complete the Offer at a lower level of acceptance.
Compulsory redemption and delisting
In the event that the Offeror becomes the owner of more than 90 percent of the shares in Permascand, the Offeror intends to initiate a compulsory redemption procedure under the Swedish Companies Act (Sw. aktiebolagslagen (2005:551)) to acquire all remaining shares in Permascand.
In connection therewith, the Offeror intends to promote a delisting of the shares in Permascand from Nasdaq First North Growth Market.
Applicable law and disputes
The Offer, and the agreements entered into between the Offeror and Permascand's shareholders as a result of the Offer, shall be governed by and construed in accordance with the laws of
For the Offer, the Takeover Rules and the
Advisors
SEB Corporate Finance is acting as financial advisor and White & Case is legal advisor to the Offeror in connection with the Offer.
The Board of Directors
The information in this press release has been published by Altor PC in accordance with the Takeover Rules. The press release was submitted for publication on
For additional information:
For additional information about the Offer, please see: www.permascandoffer.com and www.sebgroup.com/prospectuses.
For media enquiries, please contact:
Email: tor.krusell@altor.com
Telephone: +46 705 43 87 47
Altor PC and Altor in briefAltor PC
Altor PC is a newly formed company controlled by Altor Fund VI. Altor PC has never conducted and at present does not conduct any business, and its sole purpose is owning shares in Permascand, executing the Offer and completing the Offer and subsequent de-listing of the shares in Permascand from Nasdaq First North Growth Market.
Altor in brief
Since inception, the family of Altor funds has raised more than
For more information visit www.altor.com
Permascand in brief
Permascand is an independent technology-driven manufacturer of electrochemical solutions based on proprietary catalytic coatings for clean tech applications. The company has supplied electrodes, electrochemical cells and aftermarket services to a variety of sectors for more than 50 years. Permascand is headquartered in Ljungaverk,
For more information visit: www.Permascand.com. Permascand's Certified Adviser is
Important information
The Offer, pursuant to the terms and conditions presented in this press release, is not being made to persons whose participation in the Offer requires that an additional offer document is prepared or registration effected or that any other measures are taken in addition to those required under Swedish law and regulations or otherwise contemplated in connection with the Offer.
This press release and any other documentation related to the Offer are not being distributed and must not be mailed or otherwise distributed or sent in or into any country in which the distribution or offering would require any such additional measures to be taken or would be in conflict with any law or regulation in such country - any such action will not be permitted or sanctioned by the Offeror. Any purported acceptance of the Offer resulting directly or indirectly from a violation of these restrictions may be disregarded.
The Offer is not being and will not be made, directly or indirectly, in or into, by use of mail or any other means or instrumentality of interstate or foreign commerce of, or any facilities of a national securities exchange of
Any purported tender of shares in the Offer resulting directly or indirectly from a violation of these restrictions will be invalid and any purported tender of shares made by a person located in
This press release is not being, and must not be, sent to shareholders with registered addresses in
The Offer, 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 Financial Services and Markets Act 2000, as amended (the "FSMA"). The communication of the information and documents contained in this press release to persons in the
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.
Forward-looking information
Information in this press release relating to future events or circumstances, including information regarding future results, growth and other projections as well as benefits of the Offer, are forward-looking information. Such information may generally, but not always, be identified by the use of words such as "anticipates", "expects", "believes", or similar expressions. By its nature, forward-looking information involves risk and uncertainty, because it relates to events which depend on circumstances that may occur in the future. Due to several factors, of which a number of them are outside the Offeror's control, there are no guarantees to that actual results will not materially differ from the results expressed or implied by the forward-looking information. Any such forward-looking information only applies as per the date it was given and the Offeror do not have any obligation (and undertake no such obligation) to update or revise it, whether as a result of new information, future events or otherwise, except as required by applicable laws and regulations.
Important information to shareholders in
Shareholders in
The Offer described in this press release will be made for the issued and outstanding shares in Permascand, a company incorporated under Swedish law and domiciled in
The Offer is made to Permascand's shareholders resident in
In accordance with, and subject to the restrictions under, applicable laws, rules and regulations, including Rule 14e-5 under the
To the extent required in
Neither the
The receipt of cash pursuant to the Offer by a
It may be difficult for Permascand's shareholders to enforce their rights and any claims they may have arising under
[1] Under name change from Goldcup 34285 AB.
[2] Managed by
[3] Based on 59,313,529 shares. If, prior to settlement of the Offer, Permascand pays dividend or makes any other value transfer to shareholders, the Offer as set out above will be reduced accordingly.
[4] In light of the below-mentioned conflicts of interests (see "Conflicts of interests"),
[5] Controlled by
[6] Controlled by
[7] CEO of the Company.
[8] If, prior to settlement of the Offer, Permascand pays dividend or makes any other value transfer to shareholders, the Offer as set out above will be reduced accordingly.
[9] Controlled by
[10] Controlled by
[11] CEO of the Company.
[12] In light of the above-mentioned conflicts of interests (see "Conflicts of interests"),
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