Decision on launch of conditional, voluntary offer
Company announcement
27 April 2018
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR TO ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION.
Today, NeuroSearch A/S ("NeuroSearch") has received a notice from Gefion Group Investments A/S ("Gefion") that Gefion has decided to launch a conditional, voluntary takeover offer to the shareholders of NeuroSearch to acquire the entire share capital of NeuroSearch (excluding any treasury shares) against cash consideration of DKK 4.00 per share (the "Offer"), subject to certain restrictions and conditions.
The Offer will be conditional on Gefion receiving acceptances or in any other way acquiring shares (excluding NeuroSearch's treasury shares) representing more than 50% of the share capital and the voting rights of NeuroSearch, that Gefion obtains approval from Nasdaq Copenhagen A/S to maintain the listing of NeuroSearch after the contribution of Gefion into NeuroSearch, and that no kind of distribution to the shareholders of NeuroSearch is made prior to the settlement of the Offer.
The Offer is also conditional upon the annual general meeting on 30 April 2018 not resolving to liquidate the company (agenda item 4.2) or that the company will be converted into an investment company (agenda item 4.1.b). As the Board believes that it is in the interest of the shareholders to be able to decide on the Offer, the Board withdraws the proposal for the annual general meeting to decide to liquidate NeuroSearch and recommends the shareholders to vote against the conversion of the company into an investment company.
In addition, the Offer will include a number of customary conditions, including that NeuroSearch has conducted its business in the ordinary course.
Reference is made to Gefion's announcement today for further details (enclosed).
Gefion must make an offer document public within 4 weeks from today, and NeuroSearch's Board will afterwards discuss the Offer, and in accordance with the Executive Order on Take-Over Offers issue a statement discussing advantages and disadvantages associated with the Offer. The Board recommends NeuroSearch's shareholders to await this statement prior to potentially accepting the Offer.
Contact person:
Allan Andersen, CEO, +45 4016 3864
About NeuroSearch
NeuroSearch A/S (NEUR) is listed on Nasdaq Copenhagen A/S.
This announcement is not directed at shareholders of NeuroSearch A/S whose participation in the offer would require the issuance of an offer document, registration or other activities other than what is required under Danish law. The Offer is not and will not be made, directly or indirectly, to shareholders resident in any jurisdiction in which the submission of the Offer or acceptance thereof would contravene the law of such jurisdiction. Any person acquiring possession of this Announcement or any other document referring to the Offer is expected and assumed to obtain on his or her own accord any necessary information on any applicable restrictions and to comply with such restrictions.
This announcement does not constitute an offer to buy or an invitation to sell any securities or a solicitation of an offer to buy or sell any securities, pursuant to the Offer or otherwise. The Offer is made solely by means of an Offer Document approved by the Danish FSA that will include the complete terms and conditions of the Offer, including details of how the Offer may be accepted. NeuroSearch's shareholders are advised to read the Offer Document and related documents as they contain important information.
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