Schibsted ASA (“Schibsted”) makes a public offer (the “Offer”) to tender all outstanding shares in Aspiro AB (publ) (“Aspiro”).
On February 17, 2005 Aspiro entered into agreement with Schibsted and its subsidiaries Schibsted Multimedia, VG, Aftenposten, Aftonbladet and Svenska Dagbladet to acquire Schibsted Mobile AS. As payment for the shares Schibsted and the above mentioned subsidiaries got a 43.8 % ownership in Aspiro through the issuance of 77,610,162 new shares in the company.
In statement 2004:42 the Swedish Securities Council (Sw. Aktiemarknadsnämnden) granted Schibsted an exemption from the mandatory bid obligation arising from the above mentioned transaction. The exemption was conditional upon Schibsted within two years reducing its shareholding below the mandatory bid level of 30%.
Schibsted subsequently asked for a statement from the Securities Council stating whether a potential offer before the two year limit would release Schibsted from the obligation to lower its shareholding, and if a fulfilment of the bid obligation also would release Schibsted from a potential future mandatory bid obligation in the case that Schibsted acquired shares in company at a later stage. The Securities Council answered both these questions positively.
In statement 2005:34 the Securities Council made further comments to the bid level, which implies that Schibsted is released from the mandatory bid obligation if it makes a bid where the price level follows the rule stating the price should correspond to the 20 day volume weighted average share price at the time when the mandatory bid obligation arose, and that the only condition is that the necessary authority approvals are obtained for the transaction. Against this background, Schibsted makes a public offer in accordance with the mandatory bid rules stipulated in the Swedish Industry and Commerce Stock Exchange Committee’s (Sw. Näringslivets Börskommitté) rules concerning public offers for the acquisitions of shares (“NBK’s Rules”).
The shares in Aspiro are listed on the O-list of the Stockholm Stock Exchange. By the time of the announcement of this press release, Schibsted owns, directly or indirectly, 83,010,162 shares in Aspiro, corresponding to 43.8 per cent of the shares and votes3.
The offered price per share and warrant has been determined in accordance with the Securities Council’s statement and corresponds to the volume weighted average share price for the Aspiro share during 20 trading days prior to March 22, 2005, the date when the Extraordinary General Meeting in Aspiro decided on the directed share issue to Schibsted, whereby Schibsted became owner of 43.8 per cent of the shares and votes in Aspiro3.
Aspiro’s closing price as of November 2, 2005 was SEK 4.84 and for the 20 trading days prior to that that the volume weighted average share price was SEK 4.57. Shareholders of Aspiro should note that the price in the Offer is lower than the share price as of November 2, 2005.
No commission will be charged in the Offer.
The Offer is only conditional upon that the necessary authority approvals are obtained for the transaction. Schibsted will only withdraw the Offer if lack of fulfilment of this condition is of substantial significance to Schibsted. The Offer will be financed by cash funds and existing credit facilities within the Schibsted Group.
According to the indicative timetable, a full prospectus will be distributed to all shareholders of Aspiro on 21 November 2005, with the acceptance period ending on December 13, 2005. Based on this timetable, settlement is intended to occur on December 20, 2005.
Carnegie Investment Bank is acting as financial advisor and Wistrand Advokatbyrå is acting as legal advisor to Schibsted in connection with the Offer.
Statements from the Securities Council
The Swedish Securities Council (Aktiemarknadsnämnden) has in relation to the offer published the above mentioned statements on www.aktiemarknadsnamnden.se.
Executive Vice President Sverre Munck, telephone: +47 9168 6699
Oslo, 3 November 2005
Gisle Glück Evensen