NOT TO BE DISTRIBUTED IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, ITALY OR
JAPAN
NOTICE OF DECISION OF CASH OFFER
AS Automotive Holding (the “Offeror”), a company of the Autoliv group, has
decided to make an offer to acquire all shares of Aktsiaselts Norma (“Norma”)
not already owned by the Autoliv group for the purchase price of 92.31 Estonian
kroons per share on the following terms and conditions (the “Offer”):
Offeror, persons acting in concert, target issuer
The offeror is AS Automotive Holding, a company incorporated pursuant to the
laws of Estonia, with the registration code 11739777 (the “Offeror”).
AS Automotive Holding is a company of the Autoliv group (“Autoliv”), the
ultimate parent of which is Autoliv Inc.
For the purposes of this Offer, the persons acting in concert with the Offeror
are the companies controlled by Autoliv Inc. (“Autoliv Companies”).
The target issuer is Aktsiaselts Norma, a company incorporated pursuant to the
laws of Estonia, with the registry code 10043950 and registered address Laki 14,
10621 Tallinn, Estonia (“Norma”).
Shares of Norma held by Autoliv
Autoliv owns 6,732,000 shares of Norma, representing 51% of all shares of Norma
and of votes represented by such shares.
The Offeror has agreed with the shareholders representing 26.44% of the share
capital of Norma that in case it makes a cash offer for all shares of Norma that
it does not already own at the price of not less than EEK 92.31 per share then
such investors will accept such offer in respect of all shares of Norma owned by
them. Apart from this, Autoliv Companies have not entered into any agreements
with any third person for the purpose of acquiring any additional shares of
Norma.
Description of shares being the object of the Offer
Norma has issued a total of 13,200,000 registered common shares, each with the
nominal value of 10 Estonian kroons. All shares of Norma are freely
transferable. All shares of Norma are listed on the Tallinn Stock Exchange.
The Offer is made in respect of all shares of Norma which are not already owned
by Autoliv, being 6,468,000 shares representing 49% of all shares of Norma.
Each share gives the shareholder one vote at the general meeting of Norma.
Purchase price
92.31 Estonian kroons per share (the “Purchase Price”).
Term of the Offer
The time period for accepting the Offer shall commence on 17 March 2010 and end
on 14 April 2010. Shareholders wishing to accept the Offer must submit
transaction instructions to their custodians by such deadline on 14 April 2010
as specified by the custodians which will enable the custodians to register the
instructions in the Estonian Central Register of Securities (“ECRS”) by 17:00
(Estonian time) on 14 April 2010 at the latest.
Condition for the completion of the Offer
The obligation of the Offeror to purchase any shares of Norma in the course of
the Offer shall take effect only in case the Offeror has received, in the course
of the Offer, valid acceptances for such number of shares of Norma which,
together with shares of Norma already owned by Autoliv, represent at least
ninety per cent (90%) of all shares of Norma and of all voting rights
represented by such shares.
Payment of the Purchase Price and transfer of the shares
Payment of the Purchase Price and transfer of the shares shall be executed on 22
April 2010 (the “Value Date”) through delivery-versus-payment method. On the
Value Date the Offeror shall pay to each shareholder who has accepted the Offer
the Purchase Price according to the number of shares sold by such shareholder
against the transfer of the relevant shares.
Procedure for acceptance of the Offer and distribution of the prospectus of the
Offer
Each shareholder wishing to accept the Offer and sell the shares must contact
the relevant custodian of its securities account who operates the ECRS
securities account on which the shares of Norma belonging to such shareholder
are held and submit to the custodian a transaction instruction for the sale of
shares in accordance with the terms that will be set forth in the prospectus of
the Offer.
In accordance with the laws of the Republic of Estonia, the Offeror will submit
on 1 March 2010 the notice and prospectus of the Offer to Estonian Financial
Supervision Authority (the “EFSA”) for approval. According to the Securities
Markets Act of Estonia, the EFSA shall decide on the approval of the notice and
prospectus of the Offer within 15 calendar days as of the receipt of the
respective application of the Offeror. The notice and prospectus of the Offer
shall be published after their approval by the EFSA.
The terms of the Offer specified above may be changed or specified, if so
requested by the EFSA. If the EFSA decides not to approve the notice and
prospectus of the Offer, then the Offer will not be made.
Unless otherwise stated in this notice, all information contained in this notice
is presented as at 1 March 2010, the date of submission of the prospectus and
notice of the Offer to the Estonian Financial Supervision Authority for
approval.
This notice does not constitute, or form part of, any offer or invitation to
sell, or any solicitation of any offer to purchase any securities in any
jurisdiction, nor shall it (or any part of it) or the fact of its distribution
form the basis of or be relied on in connection with, any contract therefor. The
Offer is not being made and will not be made directly or indirectly in, or by
use of the mails of, or by any means or instrumentality of interstate or foreign
commerce of, or any facilities of a national securities exchange of, the United
States of America. This includes, but is not limited to, facsimile transmission,
electronic mail, telex, telephone and the Internet. Accordingly, copies of this
notice and any related offering documents are not being, and must not be, mailed
or otherwise transmitted, distributed or forwarded in or into the United States
of America. Any purported acceptance of the Offer resulting directly or
indirectly from a violation of these restrictions will be invalid. No securities
or other consideration is being solicited and if sent in response by a resident
of the United States of America will not be accepted. No indications of interest
in the Offer are sought by this notice.
The release, publication or distribution of this notice in certain jurisdictions
may be restricted by law and therefore persons in such jurisdictions into which
this notice is released, published or distributed should inform themselves about
and observe such restrictions. Receipt of this notice will not constitute an
offer in those jurisdictions in which it would be illegal to make the Offer and
in such circumstances it will be deemed to have been sent for information
purposes only.
The Offer will not be made, directly or indirectly, in or into Canada,
Australia, Italy or Japan. The Offer will not be capable of acceptance in or
from Canada, Australia or Japan. Any purported acceptance of the Offer resulting
directly or indirectly from a violation of these restrictions will be invalid.
Persons receiving this document or any other related documents (including
custodians, nominees and trustees) should observe these restrictions and must
not send or distribute this document in or into the United States of America
Canada, Australia, Japan or Italy. Doing so may render invalid any purported
acceptance.
This notice contains statements that are not historical facts but rather
forward-looking statements. Such forward-looking statements are those that
address activities, events or developments that are believed or anticipated may
occur in the future, including statements relating to industry trends, business
opportunities, sales contracts, sales backlog, and on-going commercial
arrangements and discussions, as well as any statements about future operating
performance or financial results. In some cases, you can identify these
statements by forward-looking words such as “estimates,” “expects,”
“anticipates,” “projects,” “plans,” “intends,” “believes,” “might,” “will,”
“should,” or the negative of these terms and other comparable terminology,
although not all forward-looking statements are so identified. All such
statements are based upon our current expectations and various assumptions, and
apply only as of the date hereof. Our expectations and beliefs are expressed in
good faith and we believe there is a reasonable basis for them. However, there
can be no assurance that forward-looking statements will materialize or prove to
be correct. Because these forward-looking statements involve risks and
uncertainties, the outcome could differ materially from those set out in the
forward-looking statements for a variety of reasons, including without
limitation, changes in general industry and market conditions, increased
competition, changes in consumer preferences for end products, customer losses
and changes in regulatory conditions, customer bankruptcies, consolidations or
restructuring, divestiture of customer brands, fluctuation in vehicle production
schedules, continued uncertainty in program awards and performance, pricing
negotiations with customers, product liability, warranty and recall claims and
other litigations, possible adverse results of pending or future litigation or
infringement claims, legislative or regulatory changes, dependence on customers
and suppliers. We undertake no obligation to update publicly any forward-looking
statements whether as a result of new information or future events.