Information regarding mandatory public offer from Nordstjernan AB
Updated information on 7 December 2020 –
NORDSTJERNAN ANNOUNCES THE OUTCOME OF THE MANDATORY PUBLIC CASH OFFER TO THE SHAREHOLDERS
At the expiration of the acceptance period on 4 December 2020, Nordstjernan’s mandatory public offer to the shareholders of Momentum Group had been accepted by owners of a total of 2,728 Class A shares and 1,327,140 Class B shares, corresponding to approximately 2.6 percent of all shares and 2.2 percent of all votes in Momentum Group. The completion of the offer is not subject to any conditions and Nordstjernan has decided not to extend the acceptance period. Nordstjernan expects that payment of the consideration to shareholders in Momentum Group who have accepted the offer will commence on or around 10 December 2020. For further information, refer to www.momentum.nordstjernan.se.
Nordstjernan’s shareholding in Momentum Group has increased to 498,576 Class A shares and 27,228,278 Class B shares through the offer, representing approximately 54.5 percent of all shares and approximately 53.3 percent of all votes.
MANDATORY PUBLIC OFFER FROM NORDSTJERNAN AB
On 28 October 2020, Momentum Group AB’s (publ) principal owner Nordstjernan Aktiebolag (“Nordstjernan”) announced that it had acquired one (1) additional Class B share in Momentum Group AB (“Momentum Group” or the “Company”) for SEK 120 per share. Following the acquisition, Nordstjernan holds 495,848 Class A shares and 25,901,138 Class B shares in the Company. Nordstjernan’s shareholding thereby corresponds to approximately 51.9 percent of all shares and 51.0 percent of the total number of votes in the Company. The obligation to submit a mandatory public offer arose for Nordstjernan due to the acquisition of further shares in the Company in accordance with the Stock Market (Takeover Bids) Act (2006:451) and the Swedish Securities Council’s rulings AMN 2019:42 and AMN 2020:14. On 5 November 2020, Nordstjernan therefore submitted a public offer to acquire all of the remaining shares in Momentum Group for a purchase consideration of SEK 120.00 per share (the “Offer”). The acceptance period for the Offer will run from 6 November 2020 up to and including 4 December 2020. For further information about the Offer, refer to www.momentum.nordstjernan.se.
In order to address issues related to the Offer, the Board of Momentum Group appointed an independent bid committee to deal with matters concerning the Offer on 4 November 2020. The committee consists of the independent Board directors Stefan Hedelius, Göran Näsholm, Gunilla Spongh, Christina Åqvist and Pernilla Andersson – with Gunilla Spongh as spokesperson. The Chairman of the Board of Momentum Group AB, Johan Sjö, and Director of Momentum Group AB, Johan Eklund, have, in their capacity as employees of Nordstjernan, disqualified themselves and therefore do not take part in any processing or decisions on issues related to the Offer.
The independent bid committee’s recommendation
In a statement dated 13 November 2020, the independent bid committee unanimously recommends the shareholders of Momentum Group to not accept the mandatory public offer.
In an overall assessment of a number of factors that the independent bid committee considered relevant when evaluating the Offer (including the bid premium’s valuation of the Company in relation to other comparable listed companies, the Company’s strategic options given its operational and financial prerequisites and expected future developments as well as related opportunities and risks including the current uncertainty surrounding any long term effects that the COVID-19 pandemic may have on the Company’s market conditions and operations), the independent bid committee is of the opinion that the Offer does not reflect Momentum Group’s growth opportunities and value from a financial perspective.
The assessment is also based on a Fairness Opinion from Handelsbanken pertaining to the fairness of the Offer from a financial perspective for the shareholders of Momentum Group. According to the Fairness Opinion, Handelsbanken is of the opinion that the Offer is not fair from a financial perspective to the shareholders. The price offered per share of SEK 120 is 7.1 percent lower than the closing price for the Class B share on Nasdaq Stockholm on 4 November 2020 (the day before the Offer), and 9.8 percent lower than the volume-weighted average trading price for the Class B share on Nasdaq Stockholm during the 30 trading days up to the Offer.
However, the independent bid committee views as positive the interest shown by the principal owner Nordstjernan to increase its holding in the Company and its willingness to contribute to the Company’s continued development through its industrial experience and financial strength.
Refer to the full statement from the independent bid committee below, including the Fairness Opinion from Handelsbanken.
Contact person at Momentum Group:
Gunilla Spongh, Spokesperson for the independent bid committee – Tel: +46 70 935 25 33
2020-11-13 Fairness Opinion from Handelsbanken Capital Markets Download
2020-11-05 PR Comments from the Board of Momentum Group AB (publ) on the mandatory public offer from Nordstjernan AB Download