Supplement to the offer document regarding Terveystalo Healthcare’s offer to the shareholders of Feelgood published
THIS PRESS RELEASE IS NOT AN OFFER, WHETHER DIRECTLY OR INDIRECTLY, IN AUSTRALIA, CANADA, HONG KONG, JAPAN, NEW ZEALAND, SOUTH AFRICA, SWITZERLAND OR THE UNITED STATES OR IN ANY OTHER JURISDICTION WHERE SUCH OFFER PURSUANT TO LEGISLATION AND REGULATIONS IN SUCH RELEVANT JURISDICTION WOULD BE PROHIBITED BY APPLICABLE LAW. SHAREHOLDERS NOT RESIDENT IN SWEDEN WHO WISH TO ACCEPT THE OFFER (AS DEFINED BELOW) MUST MAKE INQUIRIES CONCERNING APPLICABLE LEGISLATION AND POSSIBLE TAX CONSEQUENCES. SHAREHOLDERS SHOULD REFER TO THE OFFER RESTRICTIONS INCLUDED IN THE SECTION TITLED “IMPORTANT INFORMATION” AT THE END OF THIS PRESS RELEASE AND IN THE OFFER DOCUMENT PUBLISHED ON TERVEYSTALO HEALTHCARE’S WEBSITE FOR THE OFFER (WWW.TERVEYSTALO-ERBJUDANDE.SE).
Press release, 16 July 2021
On 8 June 2021, Terveystalo Healthcare Oy (“Terveystalo Healthcare”), a company indirectly wholly owned by Terveystalo Plc (“Terveystalo”), announced a recommended mandatory cash offer to the shareholders of Feelgood Svenska AB (publ) (“Feelgood”) to tender all their shares in Feelgood to Terveystalo Healthcare for a consideration of SEK 5.70 in cash per share (the “Offer”).
Following the expiry of the initial acceptance period of the Offer on 12 July 2021, Terveystalo Healthcare announced on 13 July 2021, inter alia, that Terveystalo Healthcare owns more than 90 percent of the shares in Feelgood and has initiated compulsory redemption of the remaining shares and proposed that Feelgood’s board of directors applies for delisting of Feelgood’s shares from Nasdaq Stockholm. Furthermore, Terveystalo Healthcare announced that the acceptance period of the Offer has been extended until 26 July 2021 at 17:00 (CEST).
A supplement to the previously published offer document regarding the Offer has today been approved and registered by the Swedish Financial Supervisory Authority (Sw. Finansinspektionen). The supplement has been prepared on account of Feelgood on 13 July 2021 having published its interim financial statements for the period 1 January – 30 June 2021, which in their entirety have been included in the supplement.
The supplement, which has only been prepared in Swedish, has been published today and is, together with the offer document and the acceptance form, available on Terveystalo Healthcare’s website (www.terveystalo-erbjudande.se), on Skandinaviska Enskilda Banken AB’s website (www.sebgroup.com/prospectuses) and on the Swedish Financial Supervisory Authority’s website (www.fi.se).
The supplement shall at all times be read together with, and as an integrated part of, the offer document which was approved and registered on 10 June 2021.
The Offer is not subject to any conditions and will be completed irrespective of the acceptance level. Submitted acceptances are consequently binding and a right to withdraw an acceptance does not exist.
Contacts and information about the Offer
Kati Kaksonen, Vice President, Communications
+358 10 345 2034
[email protected]
Liisa-Maija Seppänen, IR Manager
+358 50 314 4455
[email protected]
Information about the Offer is made available at Terveystalo Healthcare’s website for the Offer: www.terveystalo-erbjudande.se
For administrative questions regarding the Offer, please contact your bank or the nominee registered as holder of your shares.
Important information
Terveystalo Healthcare discloses the information provided herein pursuant to the Swedish Takeover Act and the Nasdaq Stockholm’s Takeover Rules. The information was submitted for announcement at 13:30 (CEST) on 16 July 2021.
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.
The Offer is not being made, directly or indirectly, in or into Australia, Canada, Hong Kong, Japan, New Zealand, South Africa, Switzerland or the United States or in any other jurisdiction where such offer pursuant to legislation and regulations in such relevant jurisdiction would be prohibited by applicable law, by use of mail or any other communication 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 securities exchange or other trading venue, of Australia, Canada, Hong Kong, Japan, New Zealand, South Africa, Switzerland or the United States, and the Offer cannot be accepted by any such use or by such means, instrumentality or facility of, in or from, Australia, Canada, Hong Kong, Japan, New Zealand, South Africa, Switzerland or the United States. Accordingly, this press release or any documentation relating to the Offer are not being and should not be sent, mailed or otherwise distributed or forwarded in or into Australia, Canada, Hong Kong, Japan, New Zealand, South Africa, Switzerland or the United States.
This press release is not being, and must not be, sent to shareholders with registered addresses in Australia, Canada, Hong Kong, Japan, New Zealand, South Africa, Switzerland or the United States. Banks, brokers, dealers and other nominees holding shares for persons in Australia, Canada, Hong Kong, Japan, New Zealand, South Africa, Switzerland or the United States must not forward this press release or any other document received in connection with the Offer to such persons. For purposes of this section, “United States” refers to the United States of America (its territories and possessions, any state of the United States and the District of Columbia).
The Offer and the information and documents contained in this press release are not being made and have not been approved by an authorized person for the purposes of section 21 of the UK Financial Services and Markets Act 2000 (the “FSMA”). Accordingly, the information and documents contained in this press release are not being distributed to, and must not be passed on to, the general public in the United Kingdom. The communication of the information and documents contained in this press release is exempt from the restriction on financial promotions under section 21 of the FSMA on the basis that it is a communication by or on behalf of a body corporate which relates to a transaction to acquire day to day control of the affairs of a body corporate; or to acquire 50 percent or more of the voting shares in a body corporate, within article 62 of the UK Financial Services and Markets Act 2000 (Financial Promotion) Order 2005.
Statements in this press release relating to future status or circumstances, including statements regarding future performance, growth and other trend projections and 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 Terveystalo Healthcare. Any such forward-looking statements speak only as of the date on which they are made and Terveystalo Healthcare 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.
