The Offer is not being made, and this press release may not be distributed, directly or indirectly, in or to, and no acceptances will be accepted from, or on behalf of, shareholders in Australia, Hong Kong, Japan, Canada, New Zealand, Switzerland, Singapore, South Africa or the United States of America or any other country in which the making of the Offer, the distribution of this press release or the acceptance of the Offer would be contrary to applicable laws or regulations or would require the preparation of an additional offer document or registration or registration or any other action in addition to that required by Swedish law.
Press release on 27 September 2024
Xplora Technologies AS has entered into an agreement regarding the acquisition of 1,230,000 shares in DORO AB
On 26 September 2024, Xplora Technologies AS, reg. no 916 752 628, (the ”Bidder”), announced a recommended public offer (the "Offer") to the shareholders of DORO AB, reg. no. 556161-9429 (“Doro” or ”Target company”) to tender all their shares in Doro at a price of SEK 34.00 in cash per share (the “Offer Price”). Doro’s shares are admitted to trading on Nasdaq Stockholm, Small Cap (”Nasdaq”). The Bidder has today, 27 September 2024, entered into an agreement to, separate from the Offer, acquire 1,230,000 shares in Doro on the same terms and conditions as the Offer.
The Bidder has today, 27 September 2024, entered into an agreement with Kunshan Q Technology International Limited (“Kunshan”), which holds 1,230,000 shares in Doro, corresponding to approximately 5.01 per cent of all shares and votes in Doro, to acquire Kunshan’s shares separate from the Offer. The agreement gives the Bidder a right to purchase, and an obligation for Kunshan to sell, 1,230,000 shares in Doro on the same terms and conditions as in the Offer. The agreement is conditional upon no other party announcing a competing offer for all shares in Doro at an offer price exceeding the Offer Price with more than 5 per cent no later than five business days prior to the expiry of the acceptance period in the Offer (a “Competing Offer”), unless the Bidder, within five business days from the date of announcement of the Competing Offer, announces a revised offer at a price higher than or equal to the price in the Competing Offer.
The Bidder has entered into the agreement with Kunshan separate from the Offer
because Kunshan is domiciled in China and therefore prohibited from
participating in the Offer.
The Bidder has previously been granted an exemption from the obligation to make the Offer to shareholders of Doro resident in China by the Swedish Securities Council. For the full statement, see statement AMN 2024:65 at www.aktiemarknadsnamnden.se.
ADVISORS
The Bidder has retained CMS Wistrand Advokatbyrå Stockholm KB and CMS Kluge Advokatfirma AS as legal advisors and SpareBank 1 Markets AS and DNB Markets, a part of DNB Bank ASA, Sweden Branch as financial advisors in connection with the Offer.
______________________
Xplora Technologies AS
The board of directors on 27
September 2024, Oslo
This information is information that Xplora Technologies AS is obliged to make public pursuant to article 19 no. 3 of the EU Market Abuse Regulation (EU 596/2014), the Takeover Rules and section 5-12 of the Norwegian Securities Trading Act. The information was submitted for publication, through the agency of the contact person set out below, at 22:00 on 27 September 2024.
For further information regarding the Offer, please refer to:
Xplora Technologies AS
Sten Kirkbak, CEO
Mobile: +47 92203710
E-mail: sten.kirkbak@xplora.com
Knut Stålen, CFO
Mobile: +47 92043458
E-mail: knut.stalen@xplora.com
IMPORTANT INFORMATION
An offer document (in Swedish) is expected to be published by the Bidder on 17 October 2024.
The Offer is not being made to (and no acceptance forms will be accepted from or on behalf of) persons resident in Australia, Canada, Hong Kong, Japan, New Zealand, South Africa, Singapore, Switzerland or the United States or persons whose participation in the Offer would require the preparation of additional offer documents or the making of registrations or the taking of any other action beyond that required by Swedish law (including the Takeover Rules for Nasdaq Stockholm and Nordic Growth Market NGM 2024-01-01 issued by the Swedish Securities Council's Self-Regulatory Committee) unless an exemption applies.
This announcement and any other documents relating to the Offer (including copies of such documents) must not be mailed or otherwise distributed, forwarded or sent into or within any jurisdiction (including Australia, Canada, Hong Kong, Japan, New Zealand, South Africa, Singapore, Switzerland or the United States) where distribution of this announcement or the Offer would require additional measures to be taken or would be contrary to the laws or regulations of such jurisdiction. Persons into whose possession this announcement comes (including, without limitation, banks, brokers, dealers, nominees and custodians) and who are subject to the laws or regulations of any such jurisdiction must inform themselves about, and observe, all applicable restrictions and requirements. Failure to do so may constitute a violation of the securities laws or regulations of such jurisdictions. The Bidder disclaims, to the fullest extent permitted by applicable law, all liability for any violation of such restrictions and the Bidder reserves the right not to accept any tender offer documents the submission of which would constitute a direct or indirect violation of any such restrictions.
The Offer, information and documentation made available through this announcement have not been prepared by, and have not been approved by, an “authorized person” within the meaning of Regulation 21 of the UK Financial Services and Market Act 2000 (“FSMA”). Accordingly, the information and documents made available by this press release may not be distributed in, or passed on to, the public in the United Kingdom, unless an exemption applies. The dissemination of information and documents made available by this press release is exempt from the financial promotion restrictions in regulation 21 of FSMA on the basis that it is a communication by or on behalf of a body corporate relating to a transaction to acquire day-to-day control of a body corporate's business, or to acquire 50 per cent or more of the voting shares in a body corporate, within the meaning of Article 62 of the UK Financial Services and Markets Act 2000 (Financial Promotion) Order 2005.
Statements in this announcement that relate to future conditions or circumstances, including information about future results, growth and other development forecasts and other effects of the Offer, constitute forward-looking information. Such information may be characterized, for example, by the use of words such as “anticipated”, “believed”, “expected”, “intended”, “planned”, “intended”, “sought”, “will” or “may” or similar expressions. Forward-looking information is inherently subject to risks and uncertainties because it relates to future conditions and is dependent on circumstances that will occur in the future. As a result of numerous factors, many of which are beyond the Bidder's control, future conditions may differ materially from those expressed or implied in the forward-looking statements. Any such forward-looking statements speak only as of the date on which they are made and the Bidder is under no obligation (and undertakes no obligation) to update or revise any such statements to reflect new information, future events or circumstances beyond what is required by applicable laws and regulations.
