NIBE Industrier AB
NIBE completes the offer to the shareholders of Schulthess and publishes prospectus regarding admission to trade of newly issued B shares
NIBE Industrier AB 27.07.2011 06:30 Dissemination of a Adhoc News, transmitted by DGAP - a company of EquityStory AG. The issuer is solely responsible for the content of this announcement. --------------------------------------------------------------------------- NIBE Industrier AB (publ) ('NIBE') completes the offer to the shareholders of Schulthess and declares the offer unconditional. In connection with this, NIBE's Board of Directors has decided to issue new B shares in the company and NIBE has today published a prospectus in Swedish regarding admission to trade of newly issued shares in NIBE on NASDAQ OMX Stockholm. The prospectus has been approved and registered by the Swedish Financial Supervisory Authority (Sw: 'Finansinspektionen') and is available on NIBE's website www.nibe.com and the Swedish Financial Supervisory Authority's website www.fi.se. Markaryd, Sweden, 2011-07-27 06:30 CEST (GLOBE NEWSWIRE) -- Not for distribution in the United States, Australia, Canada or Japan. -- On June 28, 2011, NIBE announced that it held 96.52% of the share capital and votes in Schulthess as of the end of the acceptance period of the public tender offer to the shareholders of Schulthess. Since the end of the acceptance period, NIBE has, in addition, acquired another 229,795 shares, which implies that NIBE as of July 25, 2011, holds a total of 98.69% of the share capital and votes in Schulthess. -- The 30 day appeal period regarding the competent local Swiss authority's decision of June 15, 2011 that the planned acquisition of Schulthess does not qualify as an acquisition of real estate according the Federal Act on Acquisition of Real Estate by Persons Abroad ('Lex Koller') and therefore does not require a respective permit has expired and the decision has thus become final. Since the other conditions regarding the completion of the offer have now either been satisfied or waived, NIBE hereby declares the offer unconditional. -- The public tender offer, the share purchase agreements with several large shareholders of Schulthess and additional share purchases agreed upon after the end of the acceptance period will be completed through NIBE's acquisition of 10,485,329 shares in Schulthess, equivalent to 98.69% of the share capital and votes in Schulthess, from Schulthess' shareholders. Settlement is expected to commence on July 29, 2011, with payment of the cash component of approximately CHF 378 million (SEK 2,647 million [1] ) followed bypayment of the share component through an issue in kind of 16,119,437 newly issued B shares in NIBE a few days later. -- As NIBE holds more than 98% of the shares in Schulthess, NIBE intends to apply for a cancellation of outstanding shares pursuant to Article 33 of the Swiss Stock Exchange and Securities Trading Act with the competent court. -- The Board of Directors of NIBE resolved on July 26, 2011, to - in accordance with the authorization given by the Annual General Meeting of NIBE on May 11, 2011 - issue new B shares in the company. The resolution means that the share capital of NIBE will be increased by a maximum of SEK 10,218,750 by new issue of a maximum of 16,350,000 B shares. The right to subscribe for the new B shares shall only be granted to the existing shareholders of Schulthess, with the right and the obligation for the subscribers to pay for the new shares in NIBE by transfer of their shares in Schulthess to NIBE. The contribution in kind consists of a maximum of 10,625,000 shares in Schulthess, corresponding to a subscription price for each new NIBE B share, based on a 10 day volume-weighted average share price of the NIBE B share preceding the announcement of the offer, of approximately SEK 107.23. -- Subscription of the new shares in NIBE will be made on a subscription list on behalf of the Schulthess shareholders no later than August 3, 2011, with a right for the Board to extend the subscription period. Payment for the new B shares in NIBE shall be made no later than on August 8, 2011, by transfer of the Schulthess shares used for subscription in accordance with the above to NIBE, as capital contributed in kind, with a right for the Board to extend the payment period. -- Since the newly issued shares correspond to more than 10% of the total number of shares that will be admitted to trading on NASDAQ OMX Stockholm at the beginning of a 12-month period, a prospectus has been drawn up for the newly issued NIBE B shares to be admitted to trade on NASDAQ OMX Stockholm, which has been filed with the Swedish Financial Supervisory Authority on July 26, 2011. The shares will commence to be traded on August 3, 2011. NIBE's B shares will also have a secondary listing on the SIX Swiss Exchange, with trading commencing on August 10, 2011. [1]Exchange rate: 1 CHF = 7.0 SEK. Should you have any questions, please contact: Gerteric Lindquist, Managing Director and CEO, NIBE Industrier AB, Tel: +46 433-73 076 Leif Gustavsson, CFO, Tel: +46 433-73 075 Christel Fritiofsson, IR-contact, Tel: +46 433-73 078 The information above has been made public according to the Securities Market Act and the Financial Instruments Trading Act. This information was published at 06:30 am on July 27, 2011. NIBE in brief NIBE is an international heating technology company. Operations are organised around three business areas - NIBE Element, NIBE Energy Systems and NIBE Stoves - all united under a shared vision: to create world-class solutions in sustainable energy. The group has more than 5,900 employees and carries out business operations in Europe, North America and Asia. In 2010, net sales and operating profit (EBIT) amounted to SEK 6,512 million (CHF 930 million) and SEK 796 million (CHF 114 million) respectively. NIBE Element is a market leader in Northern Europe and a leading international manufacturer of components and systems for electric heating applications and for resistors. The market is composed of industrial users and users of components. NIBE Energy Systems is a market leader in the Nordic region and holds a leading position in Northern Europe in its main focus areas of heat pumps and electric water heaters for private homes and larger premises. The market is comprised of the RMI sector (Renovation, Maintenance and Improvement) and the construction of new homes and other properties. NIBE Stoves is a market leader in the Nordic region for wood-burning stoves. The market is composed of private homeowners in the new and existing housing market and in the holiday homes sector. THIS PRESS RELEASE MAY NOT, DIRECTLY OR INDIRECTLY, BE DISTRIBUTED TO, OR PUBLISHED IN, THE UNITED STATES OF AMERICA, CANADA, AUSTRALIA, JAPAN OR IN ANY OTHER JURISDICTION WHERE SUCH DISTRIBUTION OR THE OFFER DESCRIBED IN THIS PRESS RELEASE WOULD REQUIRE FURTHER OFFER DOCUMENT, PROSPECTUS, FILING OR OTHER MEASURES THAN THOSE APPLICABLE UNDER SWISS AND SWEDISH LAW, OR BREACHES THE RULES APPLYING IN SUCH JURISIDCTION. This press release and related information does not constitute an offer or invitation to sell or purchase or tender any securities. shareHolders in SCHULTHESS are advised to review and read carefully the offer DOCUMENT which contains the full terms and conditions of the Offer. 27.07.2011 DGAP's Distribution Services include Regulatory Announcements, Financial/Corporate News and Press Releases. Media archive at www.dgap-medientreff.de and www.dgap.de --------------------------------------------------------------------------- Language: English Company: NIBE Industrier AB Sweden Phone: Fax: E-mail: Internet: ISIN: SE0000390296 WKN: End of Announcement DGAP News-Service ---------------------------------------------------------------------------
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