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, holders in, Australia, Canada, Japan, New Zealand, South Africa or USA, or any other jurisdiction in which the making of the Offer, the distribution of this press release or the acceptance of the Offer would contravene applicable laws or regulations or require further offer documents, filings or other actions in addition to those required under Swedish law.
Press release, 6 March 2012
Schibsted ASA (SCH) – Schibsted increases its holding in Aspiro to 73.4 per cent during the extended acceptance period
Schibsted ASA (“Schibsted”) announced on 12 January 2012 an offer to the shareholders in Aspiro AB (“Aspiro” or the “Company”) to acquire all the shares in Aspiro for SEK 1.65 in cash per share (the “Offer”). Aspiro’s Board of Directors has, as previously communicated, unanimously[1] recommended the Company’s shareholders to accept the Offer, among others supported by an independent fairness opinion. On 17 February 2012, Schibsted announced that it completed the Offer and extended the acceptance period to 2 March 2012.
During the extended acceptance period, an additional 12,128,996 shares, corresponding to 5.9 per cent of the share capital and votes in Aspiro, have been tendered under the Offer. During the same period, Schibsted has also acquired 7,941,393 shares, corresponding to 3.9 per cent of the share capital and votes, outside the Offer. Together with the 131,346,607 shares held by Schibsted at the end of the initial acceptance period, Schibsted today holds in aggregate 151,416,996 shares, corresponding to 73.4 per cent of the share capital and votes in Aspiro.
For those shareholders who have accepted the Offer during the extended acceptance period, settlement is expected to commence, as previously communicated, on or about 8 March 2012.
The Offer will not be extended any further. Schibsted has, however, decided to acquire additional shares in Aspiro in the market under a limited period, if possible.
As previously communicated, Schibsted will, in its capacity as majority shareholder, and in cooperation with the Board of Directors of Aspiro, promote that the Company is provided with new capital as soon as practically possible after completion of the Offer. This capital increase should take place by way of a new share issue with preferential rights for the existing shareholders.
Oslo, 6 March 2012
Schibsted ASA
The Board of Directors
The information in this press release was submitted for publication on 6 March 2012 at 08.30 (CET).
Media contact
For questions, please contact:
Trond Berger, CFO. Mobile: +47 916 86 695
Jo Christian Steigedal, VP Investor Relations. Mobile: +47 415 08 733
For additional information about the Offer, please visit www.schibsted.com/en or contact Nordea at
+46 8 678 04 40.
Important notice
The Offer is not being made to persons whose participation in the Offer requires that any additional offer document is prepared or registration effected or that any other measures are taken in addition to those required under Swedish law. This press release and any documentation relating 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 Schibsted. Any purported acceptance of the Offer resulting directly or indirectly from a violation of these restrictions may be disregarded.
The Offer is not being made, directly or indirectly, in or into Australia, Canada, Japan, New Zealand, South Africa or USA 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, Japan, New Zealand, South Africa or USA, and the Offer cannot be accepted by any such use, means, instrumentality or facility of, or from within, Australia, Canada, Japan, New Zealand, South Africa or USA. Accordingly, this press release and any documentation relating to the Offer are not being and should not be mailed or otherwise distributed, forwarded or sent into Australia, Canada, Japan, New Zealand, South Africa or USA. Schibsted will not deliver any consideration from the Offer into Australia, Canada, Japan, New Zealand, South Africa or USA.
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 Schibsted and Aspiro. Any such forward-looking statements speak only as of the date on which they are made and Schibsted 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] Trond Berger and Gisle Glück Evensen have not participated in Aspiro’s Board of Directors’ evaluation of, or resolutions in connection with, the Offer. For further information, please see section “Certain related party information” in the offer document.