THIS ANNOUNCEMENT IS NOT AN OFFER, WHETHER DIRECTLY OR INDIRECTLY, IN AUSTRALIA, CANADA, HONG KONG, JAPAN, NEW ZEALAND, SOUTH AFRICA, SWITZERLAND OR THE UNITED STATES OR IN ANY OTHER JURISDICTION WHERE SUCH OFFER PURSUANT TO LEGISLATION AND REGULATIONS IN SUCH RELEVANT JURISDICTION WOULD BE PROHIBITED BY APPLICABLE LAW. SHAREHOLDERS NOT RESIDENT IN SWEDEN WHO WISH TO ACCEPT THE OFFER (AS DEFINED BELOW) MUST MAKE INQUIRIES CONCERNING APPLICABLE LEGISLATION AND POSSIBLE TAX CONSEQUENCES. SHAREHOLDERS SHOULD REFER TO THE OFFER RESTRICTIONS INCLUDED IN THE SECTION TITLED “IMPORTANT NOTICE” AT THE END OF THIS ANNOUNCEMENT AND IN THE OFFER DOCUMENT WHICH WILL BE PUBLISHED SHORTLY BEFORE THE BEGINNING OF THE ACCEPTANCE PERIOD FOR THE OFFER.
STOCKHOLM, Sweden, Jan. 27, 2021 (GLOBE NEWSWIRE) -- Savaria (Sweden) AB1 (“Savaria (Sweden)”), a company wholly owned by Savaria Corporation2 (“Savaria”), hereby announces a recommended cash offer to the shareholders of Handicare Group AB (“Handicare”) to tender all their shares in Handicare to Savaria (Sweden) at a final price of SEK 503 in cash per share (the “Offer”). The shares in Handicare are admitted to trading on Nasdaq Stockholm, Mid Cap.
The Offer in brief
- The shareholders of Handicare are offered SEK 50 in cash per share in Handicare. The price of the Offer is final and will not be increased. The total value of the Offer, based on all outstanding shares in Handicare, amounts to approximately SEK 2.9 billion.4
- The price of the Offer represents a premium of:
- approximately 22.0 per cent compared to the closing price of SEK 41.00 for Handicare’s share on Nasdaq Stockholm on 27 January 2021, being the last day of trading before the announcement of the Offer;
- approximately 24.1 per cent compared to the volume-weighted average trading price of SEK 40.29 for Handicare’s share on Nasdaq Stockholm during the last 30 trading days before the announcement of the Offer; and
- approximately 33.8 per cent compared to the volume-weighted average trading price of SEK 37.36 for Handicare’s share on Nasdaq Stockholm during the last 180 trading days before the announcement of the Offer.
- The board of Handicare has confirmed to Savaria that it has unanimously decided to recommend that Handicare’s shareholders accept the Offer. The recommendation is supported by a fairness opinion from PWC Sverige according to which the Offer is fair to Handicare’s shareholders from a financial point of view.
- Cidron Liberty Systems S.à r.l.,5 holding 62.9 per cent of the shares and votes in Handicare, has informed Savaria that it supports the Offer and that it intends to accept the Offer and enter into an undertaking to that effect once Handicare has announced its year-end report for 2020 on 4 February 2021, in light of the currently applicable restrictions under the EU Market Abuse Regulation, and has undertaken not to sell its shares in Handicare without Savaria’s prior approval.
- Savaria (Sweden) will not complete the Offer unless the Offer is accepted to such extent that Savaria (Sweden) becomes the owner of more than 90 per cent of all shares in Handicare.
- An offer document regarding the Offer is expected to be published on or about 10 February 2021. The acceptance period for the Offer is expected to commence on or about 11 February 2021 and end on or about 4 March 2021. Expected settlement date is 11 March 2021.
Word from the President and CEO of Savaria
“It has long been my vision to build a company that would serve a global market. People throughout the world are aging and in need of equipment that gives them independence and ways to stay in their homes longer. In our discussions with Handicare, it is clear we have a shared vision and mission. Their strong stairlift portfolio, sophistication of manufacturing and market reach provides an exceptional complement to our business. I look forward to welcoming the employees of Handicare and believe that we have greater strength together.
Together, we will be well-positioned to become a world-leading company to answer the needs of this growing market. We believe that our Offer represents a compelling opportunity for the shareholders of Handicare, which is demonstrated by the fact that the major shareholder in Handicare supports our Offer and intends to sell at this price”, commented Marcel Bourassa, President and CEO of Savaria.
Background and reasons for the Offer
Handicare offers solutions to increase the independence of disabled or elderly people, and to facilitate for their care providers and family. The offering encompasses a comprehensive range of curved and straight stairlifts, transfer, lifting and repositioning aids and vehicle adaptations. Handicare is a global company with sales in some 40 countries and is one of the market leaders in this field. The head office is in Stockholm, Sweden and manufacturing and assembly is located at four sites distributed across North America, Asia and Europe.
Savaria believes that tremendous benefits could be achieved in combining the operations and talents of its and Handicare’s respective businesses. It specifically enables Savaria to become a global leader in the accessibility industry, with approximately 2,300 employees across the world and to acquire a top stairlift manufacturer, producing over 45,000 stairlifts annually, which would provide a new product line to complement Savaria’s elevator and wheelchair platform lift portfolio. Both companies also have complementary product offerings, which provides for cross-selling opportunities for both of the segments Accessibility and Patient Handling across a combined network of over 1,000 dealers and 30 direct sales offices worldwide. Along with Handicare’s extensive dealer network, Handicare’s commercial operations in the United Kingdom and the Netherlands would complement Savaria’s sales footprint in Switzerland, Italy, Germany, Poland, and the Czech Republic, expanding the platform for promoting Savaria’s Vuelift elevators in Europe.
In addition, Savaria’s Patient Handling business can leverage Handicare’s North American sales and installation network, especially in the acute care setting, which would complement Savaria’s subsidiary Span-America’s long-term care focus. This segment would together have a full portfolio of safe patient handling solutions comprising lifts, slings, bed frames and pressure treatment surfaces. Similarly, Savaria’s manufacturing and distribution footprint would be improved through the addition of facilities in Canada, China, the Netherlands, the United Kingdom and the United States and shared resources and joint R&D initiatives would help the combined companies to benefit from best practices and technology. Cost savings could be achieved by consolidating purchasing volumes and leveraging the best relationships within each company’s respective supply chain. Moreover, both companies would benefit from economies of scale and scope.
As set out above, Savaria’s intention is to realize integration benefits of the combination. The integration of Handicare and Savaria will therefore likely entail some changes to the organization, operation and employees of the combined group. The specific initiatives to be implemented will be determined following completion of the Offer pursuant to a detailed review of the combined businesses. Before completion of such review, it is too early to say which specific initiatives will be taken and the impact that these would have. There are currently no decisions on any changes to Savaria’s or Handicare’s employees, management or existing organization and operations of Handicare, including terms of employment and location of business.
The Offer
Consideration
The shareholders of Handicare are offered SEK 50 in cash per share in Handicare. The price of the Offer is final and will not be increased.
Should Handicare, prior to the settlement of the Offer, distribute dividends or in any other way distribute or transfer value to its shareholders, the consideration in the Offer will be adjusted accordingly.
No commission will be charged in respect of the settlement of the Handicare shares tendered to Savaria (Sweden) under the Offer.
Premiums
The price of the Offer represents a premium of:
- approximately 22.0 per cent compared to the closing price of SEK 41.00 or Handicare’s share on Nasdaq Stockholm on 27 January 2021, being the last day of trading before the announcement of the Offer;
- approximately 24.1 per cent compared to the volume-weighted average trading price of SEK 40.29 for Handicare’s share on Nasdaq Stockholm during the last 30 trading days before the announcement of the Offer; and
- approximately 33.8 per cent compared to the volume-weighted average trading price of SEK 37.36 for Handicare’s share on Nasdaq Stockholm during the last 180 trading days before the announcement of the Offer.
Total value of the Offer
The total value of the Offer, based on all 58,939,000 outstanding shares in Handicare, amounts to approximately SEK 2.9 billion.
Savaria (Sweden)’s shareholding in Handicare
Neither Savaria (Sweden) nor Savaria nor any closely related companies or closely related parties own any shares or financial instruments in Handicare that give financial exposure to Handicare’s shares at the time of the announcement of the Offer, nor has Savaria (Sweden) or Savaria acquired or agreed to acquire any shares in Handicare or any financial instruments that give financial exposure to Handicare’s shares during the six months preceding the announcement of the Offer.
Non-independent board members
Three members of Handicare’s board of directors (the chairman Lars Marcher and the directors Joakim Andreasson and Johan Ek) are not independent in relation to Nordic Capital Fund VII. Considering the contractual arrangements between Savaria and Nordic Capital Fund VII (see “Undertaking from shareholder in Handicare” below), in accordance with Nasdaq Stockholm’s takeover rules (the “Takeover Rules”), these directors have not participated, and will not participate, in Handicare’s handling and evaluation of the Offer.
Recommendation from the Board of Handicare
The Board of Handicare has confirmed to Savaria that it has unanimously decided to recommend that Handicare’s shareholders accept the Offer. The recommendation is supported by a fairness opinion from PWC Sverige according to which the Offer is fair to Handicare’s shareholders from a financial point of view.
Undertaking from shareholder in Handicare
Nordic Capital Fund VII, holding 62.9 per cent of the shares and votes in Handicare, has informed Savaria that it supports the Offer and that it intends to accept the Offer and enter into an undertaking to that effect once Handicare has announced its year-end report 2020 on 4 February 2021, in light of the currently applicable restrictions under the EU Market Abuse Regulation. Furthermore, Nordic Capital Fund VII has undertaken towards Savaria not to sell its shares in Handicare without Savaria’s prior approval. The undertaking to not sell its shares applies until 31 May 2021 and will terminate upon the entering into of an undertaking to accept the Offer.
Conditions for completion of the Offer
Completion of the Offer is conditional upon:
- the Offer being accepted to such extent that Savaria (Sweden) becomes the owner of shares representing more than 90 per cent of the total number of outstanding shares in Handicare (on a fully diluted basis);
- no other party announcing an offer to acquire shares in Handicare on terms that are more favourable to the shareholders in Handicare than the Offer;
- with respect to the Offer and completion of the acquisition of Handicare, receipt of all necessary regulatory, governmental or similar clearances, approvals, decisions and other actions from authorities or similar, including from competition authorities, being obtained, in each case on terms which, in Savaria (Sweden)’s opinion, are acceptable;
- neither the Offer nor the acquisition of Handicare being rendered wholly or partially impossible or significantly impeded as a result of legislation or other regulation, any decision of a court or public authority, or any similar circumstance;
- no circumstances having occurred which could have a material adverse effect or could reasonably be expected to have a material adverse effect on Handicare’s financial position or operations, including Handicare’s sales, results, liquidity, solidity, equity or assets;
- no information made public by Handicare, or otherwise made available to Savaria or its advisors by Handicare, being inaccurate, incomplete or misleading, and Handicare having made public all information which should have been made public; and
- Handicare not taking any action that is likely to impair the prerequisites for making or completing the Offer.
Savaria (Sweden) reserves the right to withdraw the Offer in the event that it is clear that any of the above conditions are not satisfied or cannot be satisfied. However, with regard to conditions 2-7 above, the Offer may only be withdrawn where the non-satisfaction of such condition is of material importance to Savaria (Sweden)’s acquisition of Handicare or if otherwise approved by the Swedish Securities Council (Sw. Aktiemarknadsnämnden).
Savaria (Sweden) reserves the right to waive, in whole or in part, one, several or all of the conditions 2-7 set out above. Savaria (Sweden) does not reserve such right with respect to condition 1 above and will, accordingly, not complete the Offer at a lower level of acceptance than set out in that condition.
Financing of the Offer
Savaria has entered into binding agreements for debt financing of the Offer arranged or to be provided by National Bank of Canada on terms customary for financing of public offers on the Swedish market. However, the completion of the Offer is not subject to any financing condition. The funds have been made available to Savaria (Sweden) through a funds commitment letter issued by Savaria.
Savaria (Sweden) may in the alternative complete the Offer partially with proceeds provided by Savaria following an equity private placement by Savaria of subscription receipts in Canada with gross proceeds amounting to at least CAD 160 million, announced today (the “Equity Private Placements”). The completion of the Equity Private Placements is subject to the approval of the Toronto Stock Exchange and other customary closing conditions and is expected to close on 19 February 2021.
Due Diligence
Savaria has been permitted by the board of directors of Handicare to carry out a limited confirmatory due diligence review of Handicare in connection with the preparation of the Offer. In connection with such due diligence review, Savaria has received certain preliminary financial information concerning Handicare’s fourth quarter 2020 and an outlook for 2021. Savaria has been informed by the Board of Handicare that Handicare will make this information public through a separate press release today.
Approvals from authorities
The completion of the Offer is conditional upon, inter alia, all necessary clearances, approvals, decisions and other actions from authorities or similar, including approvals from competition authorities, being obtained, in each case on terms which, in Savaria (Sweden)’s opinion, are acceptable. Savaria (Sweden)’s current assessment is that the Offer is not subject to such regulatory approvals from authorities.
Share warrants granted by Handicare to participants in Handicare’s incentive programs
The Offer does not include share warrants issued by Handicare to participants in Handicare’s incentive programs. Savaria (Sweden) will offer the participants in the programs a fair treatment in connection with the Offer.
| Preliminary timetable6 | |
| Publication of the offer document | 10 February 2021 |
| Acceptance period | 11 February 2021 – 4 March 2021 |
| Commencement of settlement | 11 March 2021 |
Savaria (Sweden) reserves the right to amend the acceptance period, as well as the settlement date. A notice of any such amendment will be announced by Savaria (Sweden) by means of a press release in accordance with applicable rules and regulations.
Compulsory redemption and delisting
If Savaria (Sweden), whether in connection with the Offer or otherwise, acquires shares representing more than 90 per cent of the total number of shares in Handicare, Savaria (Sweden) intends to initiate compulsory redemption of the remaining shares. In connection therewith, Savaria (Sweden) intends to promote a delisting of Handicare’s shares from Nasdaq Stockholm.
Governing law and disputes
The Offer, as well as any agreements entered into between Savaria (Sweden) and the shareholders in Handicare as a result of the Offer, shall be governed and construed in accordance with substantive Swedish law. Any dispute concerning the Offer, or which arises in connection therewith, shall be settled exclusively by Swedish courts, with the Stockholm District Court (Sw. Stockholms tingsrätt) as first instance.
The Takeover Rules and the Swedish Securities Council’s statements and rulings regarding interpretation and application of the Takeover Rules, and, where applicable, the Swedish Securities Council’s interpretation and application of the formerly applicable Rules on Public Offers for the Acquisition of Shares issued by the Swedish Industry and Commerce Stock Exchange Committee (Sw. Näringslivets Börskommitté) are applicable to the Offer. Furthermore, Savaria (Sweden) has, in accordance with the Swedish Stock Market (Takeover Bids) Act (Sw. lag om offentliga uppköpserbjudanden på aktiemarknanden (2006:451)), on 26 January 2021 undertaken, in writing, towards Nasdaq Stockholm to comply with said rules, rulings and statements, and to submit to any sanctions that can be imposed by Nasdaq Stockholm in event of a breach of the Takeover Rules. Savaria (Sweden) has, on 27 January 2021, informed the Swedish Financial Supervisory Authority about the Offer and about the above-mentioned undertakings towards Nasdaq Stockholm.
Advisors
Hannes Snellman Attorneys Ltd is legal advisor and Blake, Cassels & Graydon S.E.N.C.R.L./s.r.l. is Canadian legal advisor to Savaria and Savaria (Sweden) in connection with the Offer.
Information about the Offer
Information about the Offer is made available at: www.nordic-offer.com
| Marcel Bourassa President and Chief Executive Officer Savaria Corporation mbourassa@savaria.com | Stephen Reitknecht Chief Financial Officer, Savaria Corporation +1(800) 661-5112 sreitknecht@savaria.com | Nicolas Rimbert Vice President, Corporate Development Savaria Corporation +1 (450) 254-0115 nrimbert@savaria.com |
About Savaria (Sweden) AB
Savaria (Sweden) is a newly established Swedish limited liability company (with corporate registration number 559268-4137, domiciled in Stockholm), that is wholly owned by Savaria. The company has previously not conducted any business. The company is formed to make the Offer and operate as the parent company of Handicare.
About Savaria Corporation
Savaria Corporation is a global leader in the accessibility industry. It provides accessibility solutions for the physically challenged to increase their comfort, mobility and independence. Savaria designs, manufactures, distributes and installs accessibility equipment, such as stairlifts for straight and curved stairs, vertical and inclined wheelchair lifts and elevators for home and commercial use. It also manufactures and markets a comprehensive selection of pressure management products for the medical market, medical beds for the long-term care market, as well as an extensive line of medical equipment and solutions for the safe handling of patients. In addition, Savaria converts and adapts vehicles to be wheelchair accessible. Savaria operates a sales network of dealers worldwide and direct sales offices in North America, Europe (Switzerland, Germany, Italy, Czech Republic, Poland and the United Kingdom), Australia and China. Savaria employs approximately 1,400 people globally and its plants are located across Canada in Laval and Magog (Québec), Brampton, Beamsville and Toronto (Ontario) and Surrey (British Columbia), in the United States at Greenville (South Carolina), in Huizhou (China), in Milan (Italy) and in Newton Abbot (United Kingdom). Further information about Savaria is available at: www.savaria.com.
About Handicare Group AB
Handicare offers solutions to increase the independence of disabled or elderly people, and to facilitate for their care providers and family. The offering encompasses a comprehensive range of curved and straight stairlifts, transfer, lifting and repositioning aids and vehicle adaptations. Handicare is a global company with sales in some 40 countries and is one of the market leaders in this field. The head office is in Stockholm, Sweden and manufacturing and assembly is located at four sites distributed across North America, Asia and Europe. Further information about Handicare is available at: www.handicaregroup.com.
Important information
Savaria (Sweden) discloses the information provided herein pursuant to the Swedish Stock Market (Takeover Bids) Act and the Takeover Rules. The information was submitted for announcement at 22:15 (CET) on 27 January 2021.
This press release has been published in Swedish and English. In the event of any discrepancy in content between the two language versions, the Swedish version shall prevail.
The Offer is not being made, directly or indirectly, in or into Australia, Canada, Hong Kong, Japan, New Zealand, South Africa, Switzerland or the United States or in any other jurisdiction where such offer pursuant to legislation and regulations in such relevant jurisdiction would be prohibited by applicable law, by use of mail or any other communication means or instrumentality (including, without limitation, facsimile transmission, electronic mail, telex, telephone and the Internet) of interstate or foreign commerce, or of any facility of national securities exchange or other trading venue, of Australia, Canada, Hong Kong, Japan, New Zealand, South Africa, Switzerland or the United States, and the Offer cannot be accepted by any such use or by such means, instrumentality or facility of, in or from, Australia, Canada, Hong Kong, Japan, New Zealand, South Africa, Switzerland or the United States. Accordingly, this press release or any documentation relating to the Offer are not being and should not be sent, mailed or otherwise distributed or forwarded in or into Australia, Canada, Hong Kong, Japan, New Zealand, South Africa, Switzerland or the United States.
This press release is not being, and must not be, sent to shareholders with registered addresses in Australia, Canada, Hong Kong, Japan, New Zealand, South Africa, Switzerland or the United States. Banks, brokers, dealers and other nominees holding shares for persons in Australia, Canada, Hong Kong, Japan, New Zealand, South Africa, Switzerland or the United States must not forward this press release or any other document received in connection with the Offer to such persons. For purposes of this section, “United States” refers to the United States of America (its territories and possessions, any state of the United States and the District of Columbia).
The Offer and the information and documents contained in this press release are not being made and have not been approved by an authorized person for the purposes of section 21 of the UK Financial Services and Markets Act 2000 (the “FSMA”). Accordingly, the information and documents contained in this press release are not being distributed to, and must not be passed on to, the general public in the United Kingdom. The communication of the information and documents contained in this press release is exempt from the restriction on financial promotions under section 21 of the FSMA on the basis that it is a communication by or on behalf of a body corporate which relates to a transaction to acquire day to day control of the affairs of a body corporate; or to acquire 50 per cent or more of the voting shares in a body corporate, within article 62 of the UK Financial Services and Markets Act 2000 (Financial Promotion) Order 2005.
Statements in this press release relating to future status or circumstances, including statements regarding future performance, growth and other trend projections and other benefits of the Offer, are forward-looking statements. These statements may generally, but not always, be identified by the use of words such as “anticipates”, “intends”, “expects”, “believes”, or similar expressions. By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future. There can be no assurance that actual results will not differ materially from those expressed or implied by these forward-looking statements due to many factors, many of which are outside the control of Savaria. Any such forward-looking statements speak only as of the date on which they are made and Savaria has no obligation (and undertakes no such obligation) to update or revise any of them, whether as a result of new information, future events or otherwise, except for in accordance with applicable laws and regulations.
1 A newly established company under name change from Goldcup 26098 AB.
2 A corporation organised and existing under the laws of the Province of Alberta, Canada, with Canadian registration number 1161491460, having its registered office at 4350 Highway 13, Laval, Québec H7R 6E9 Canada and listed on the Toronto Stock Exchange (TSX:SIS).
3 Should Handicare, prior to the settlement of the Offer, distribute dividends or in any other way distribute or transfer value to its shareholders, the consideration in the Offer will be adjusted accordingly.
4 Based on 58,939,000 shares, which is the total number of outstanding shares in Handicare.
5 Cidron Liberty Systems S.à r.l. is an entity ultimately controlled by Nordic Capital VII Limited, acting in its capacity as general partner to Nordic Capital VII Alpha, L.P. and Nordic Capital VII Beta, L.P. together with associated investment vehicles ("Nordic Capital Fund VII").
6 All dates are preliminary and may be subject to change.