Company Announcement
7 August 2019
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR TO ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION.
Publication of offer document by Nordic Transport Group Holding A/S
With reference to NeuroSearch A/S' ("NeuroSearch") announcement of 23 July 2019 concerning a mandatory public takeover offer to the shareholders of NeuroSearch to acquire all outstanding NeuroSearch shares, excluding Neurosearch's holding of own shares, at a price of DKK 89 per share of nominally DKK 20 (the "Offer"), Nordic Transport Group Holding A/S ("NTG Holding") has today published an offer document and an acceptance form pursuant to section 3(2) of Danish Executive Order no. 1171/2017 on Takeover Bids (the "Takeover Order").
This announcement, including the offer document and the acceptance form, is accessible on NeuroSearch's website www.neurosearch.com.
The Board intends no later than 22 August 2019 to submit a joint statement concerning the Offer. As stated in NeuroSearch's announcement of 23 July 2019 concerning the Offer, the Board recommends NeuroSearch's shareholders to await the Board's statement prior to potentially accepting the Offer.
Other information
As previously informed in company announcements of 5 April 2019 and 9 July 2019, NeuroSearch and Nordic Transport Group A/S ("NTG") have signed a non-binding letter of intent contemplating (i) the combination of NeuroSearch and NTG to be effected by the contribution into NeuroSearch of all shares in NTG (as well as shares in some of its subsidiaries) against the issuance of new shares in NeuroSearch to the shareholders in NTG, and (ii) the offering of shares to new investors (the "Transaction"). It is the intention that the Transaction will be completed in Q4 2019. NTG is a related company to NTG Holding.
Please note that under the rules for issuers of shares, the Transaction will qualify as a "change of identity", see clause 2.9 of the rules. Nasdaq Copenhagen A/S ("Nasdaq") has informed NeuroSearch that Nasdaq will assess whether upon completion of the Transaction NeuroSearch may keep its stock exchange listing following the change of identity. Nasdaq has informed NeuroSearch also that it will begin a process to evaluate whether the shares of NeuroSearch may continue to be admitted to trading, unless in all material respects NeuroSearch adheres to the model for a combination with NTG in accordance with the timetable referred to above.
Mikkel Primdal Kæregaard Allan Andersen
Chairman of the Board of Directors CEO
Contact
Allan Andersen, CEO, mobile telephone 4016 3864.
About NeuroSearch
NeuroSearch A/S (NEUR) is listed on Nasdaq Copenhagen A/S.
This announcement is not intended for shareholders of NeuroSearch, if participation in the Offer requires issue of an offer document, registration or other activities except what is required by Danish law. The Offer has not been and will not be submitted, directly or indirectly, to shareholders resident in any jurisdiction in which submission or acceptance of such Offer would be contrary to the laws of that jurisdiction. Any person receiving this announcement or any other document referring to the Offer is expected and assumed to obtain, on his or her own accord, all the required information on applicable restrictions (if any) and to comply with such restrictions.
This announcement does not constitute an offer or solicitation to purchase, or a solicitation of an offer to purchase, any securities under the Offer etc. The Offer is solely submitted on the basis of an offer document approved by the Danish Financial Supervisory Authority, which offer document contains the complete terms and conditions of the Offer, including information about acceptance of the Offer. NeuroSearch's shareholders are encouraged to read the offer document and associated documents, which contain important information.
Attachment
