Offer in Brief
Etteplan Oyj announced on 23 August 2022 a recommended cash tender offer of SEK 149 per share to the shareholders of Semcon AB.
Etteplan Oyj (“Etteplan”) announced on 23 August 2022 a recommended public offer to the shareholders of Semcon AB (“Semcon” or the “Company”) to tender all their shares in Semcon2 at a price of SEK 149 in cash per share (the “Offer”). The shares in Semcon are admitted to trading on Nasdaq Stockholm, Small Cap, under the ticker SEMC. The Offer is conditional upon the Offer being accepted to such extent that Etteplan becomes the owner of shares in Semcon representing more than 90 percent of the total number of shares in Semcon (on a fully diluted basis). In addition, the Offer is made on certain terms and subject to certain conditions described in the offer document. Please read the offer document carefully when deciding whether to accept the offer.
in cash per Semcon’s share
The total value of the Offer is approximately SEK 2,699 million.3
The Offer price will not be increased.
The Offer Price represents a premium of:
compared to the closing price of SEK 113.20 of Semcon shares on Nasdaq Stockholm on 22 August 2022, which was the last trading day prior to the announcement of the Offer
compared to the volume-weighted average trading price of SEK 112.89 of Semcon shares on Nasdaq Stockholm during the last 30 trading days prior to the announcement of the Offer
compared to the volume-weighted average trading price of SEK 116.81 of Semcon shares on Nasdaq Stockholm during the last 180 trading days prior to the announcement of the Offer
The Board of Directors of Semcon has unanimously recommended that the shareholders of Semcon accept the Offer. The recommendation is supported by a fairness opinion provided by Öhrlings PricewaterhouseCoopers AB.4
Undertakings from shareholders of Semcon
The Company’s largest shareholder JCE Group, representing in total approximately 25.9 percent of the outstanding shares in Semcon, has undertaken to accept the Offer. Additionally, other large shareholders5 , representing in total approximately 21.7 percent of the outstanding shares in Semcon have confirmed their intention to accept the Offer.
1 Etteplan reserves the right to, on one or more occasions, extend the acceptance period for the Offer and postpone the settlement date. A notice of any such extension and/or postponement(s) will be announced by Etteplan by means of press release(s) in accordance with applicable rules and regulations.
2 Excluding 474,542 treasury shares held by Semcon.
3 Based on 18,112,534 outstanding shares in Semcon.
4 Board member Carl Backman has not participated in the Semcon’s Board of Directors’ evaluation or discussions regarding the Offer due to a conflict of interest.
5 Nordea Fonder: 1,600,098 shares (8.8 percent), Otus Capital Management: 1,564,962 shares (8.6 percent), Ennismore Fund Management: 763,784 shares (4.2 percent).