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RAMSAY GENERALE DE SANTE : Final outcome OPA Capio
THIS PRESS RELEASE MAY NOT, DIRECTLY OR INDIRECTLY, BE DISTRIBUTED OR PUBLISHED IN OR INTO AUSTRALIA, CANADA, HONG KONG, JAPAN, NEW ZEALAND, OR SOUTH AFRICA. THE OFFER HAS NOT BEEN MADE TO (AND ACCEPTANCES WILL NOT BE APPROVED FROM) PERSONS IN THOSE JURISDICTIONS OR ANY OTHER JURISDICTION WHERE SUCH PERSONS' ACCEPTANCE OF THE OFFER REQUIRES FURTHER OFFER DOCUMENTS, FILINGS OR OTHER MEASURES IN ADDITION TO THOSE REQUIRED UNDER SWEDISH LAW.
Ramsay Générale de Santé controls 98.51% of the shares in Capio
after the extended acceptance period
Paris, 8 November 2018 - On 26 October 2018, Ramsay Générale de Santé S.A. ("RGdS") announced that its public offer (the "Offer") to the shareholders of Capio AB (publ) ("Capio") had been accepted by shareholders holding approximately 96.01 per cent of the shares in Capio and that RGdS had decided to complete the Offer and to extend the acceptance period to 7 November 2018. During the extended acceptance period, the Offer was accepted by shareholders holding approximately an additional 2.49 per cent of the shares in Capio. RGdS has decided not to further extend the acceptance period.
Outcome of the Offer after the extended acceptance period
On 26 October 2018, RGdS announced that it had decided to extend the acceptance period to 7 November 2018 in order to give remaining shareholders an additional possibility to accept the Offer. During the extended acceptance period, the Offer was accepted by shareholders holding a total of 3,517,873 shares, corresponding to approximately 2.49 per cent of the total number of shares and votes in Capio. Settlement in respect of shares tendered during the extended acceptance period is expected to commence on or around 15 November 2018.
RGdS has decided not to further extend the acceptance period.
This means that the Offer has been accepted by shareholders holding a total of 139,050,816 shares, corresponding to approximately 98.51 per cent of the total number of shares and votes in Capio.
Neither RGdS nor any closely related party to RGdS held any shares in Capio or financial instruments that give a financial exposure equivalent to a shareholding in Capio at the time of the announcement of the Offer and have not acquired any such shares or financial instruments outside the Offer.
Compulsory buy-out and delisting of Capio
RGdS intends to initiate a compulsory buy-out procedure with respect to the remaining shares in accordance with the Swedish Companies Act (Sw. aktiebolagslagen (2005:551)). In connection with such compulsory buy-out procedure, RGdS intends to promote a delisting of Capio's shares from Nasdaq Stockholm.
This press release was submitted for publication on 8 November 2018 at 3:00 p.m. CET.
For more information about the Offer, please visit www.ramsaygds.se.
For further information about RGdS, please contact:
| Caroline DESAEGHER | Press contact|
| Arnaud JEUDY | Investor relations|
or visit www.ramsaygds.fr.
An offer document regarding the Offer was approved and registered by the Swedish Financial Supervisory Authority (the "SFSA") and published by RGdS on 5 September 2018 (the "Offer Document") and a supplement to the Offer Document was approved and registered by the SFSA and published by RGdS on 12 October 2018 (the "Supplement").
The Offer has not been made to, and acceptances will not be approved from, persons whose participation in the Offer requires that an additional offer document is prepared or registration effected or that any other measures are taken in addition to those required under Swedish law (including Nasdaq Stockholm's Takeover Rules), except where there has been an applicable exemption.
This press release, the Offer Document, the Supplement, the acceptance form and any documentation related to the Offer (including copies thereof) must not be mailed or otherwise distributed, forwarded or sent in or into any jurisdiction (including without limitation Australia, Canada, Hong Kong, Japan, New Zealand or South Africa) in which the distribution of such documentation or the Offer would require any additional measures to be taken or would be in conflict with any law or regulation in any such jurisdiction. Persons who receive this press release, the Offer Document, the Supplement or the acceptance form (including without limitation banks, brokers, dealers, nominees, trustees and custodians) and are subject to the laws or regulations of any such jurisdiction will need to inform themselves about, and observe, any applicable restrictions or requirements. Any failure to do so may constitute a violation of the securities laws or regulations of any such jurisdiction. To the extent permitted by applicable law, RGdS disclaims any responsibility or liability for any violations of any such restrictions by any person and RGdS reserves the right to disregard any purported acceptance of the Offer resulting directly or indirectly from a violation of any of these restrictions.
Statements in this press release relating to future status or circumstances, including statements regarding future performance, growth and other trend projections and the 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 "anticipate", "believe", "expect", "intend", "plan", "seek", "will", "would" or similar expressions. By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on circumstances that could 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 RGdS' control. Any such forward-looking statements speak only as of the date on which they are made and RGdS 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.
This press release has been published in English, French and Swedish. In the event of any discrepancy between the three language versions, the English version shall prevail.
Information for U.S. securityholders
The Offer described in this press release, the Offer Document and the Supplement has been made for the securities of Capio and is subject to the laws of Sweden. It is important that U.S. holders understand that the Offer, this press release, the Offer Document and the Supplement are subject to disclosure and takeover laws and regulations in Sweden that may be different from those in the United States. To the extent applicable, RGdS will comply with Regulation 14E under the U.S. Securities Exchange Act of 1934, as amended (the "Exchange Act").
RGdS intends to treat the Offer as one to which the "Tier II" exemption mentioned in Rule 14d-1(d) under the Exchange Act applies.
Neither the U.S. Securities and Exchange Commission nor any securities commission of any state of the United States has (a) approved or disapproved the Offer, (b) passed upon the merits or fairness of the Offer, or (c) passed upon the adequacy or accuracy of the disclosure in this press release, the Offer Document or the Supplement. Any representation to the contrary is a criminal offence in the United States.
About Ramsay Générale de Santé
Ramsay Générale de Santé S.A. is listed on the regulated market of Euronext in Paris and is included in the Mid Cap index. Ramsay Générale de Santé is a leading group in the private healthcare sector in France with 23,000 employees in 120 private clinics. The group works with 6,000 practitioners, forming a leading independent medical community in France. A major player in hospitalisation, Ramsay Générale de Santé provides a comprehensive range of patient care services in three business segments: Medicine-Surgery-Obstetrics, sub-acute care and rehabilitation, and mental health. Ramsay Générale de Santé has developed a unique healthcare service, built around the quality and security of patient care and organisational efficiency. The group takes a comprehensive approach to patient care, including personalised assistance and support before, during and after hospitalisation. Ramsay Générale de Santé also participates in public service missions in its sector and helps to strengthen France's mainland healthcare network.
Ramsay Générale de Santé : Caroline Desaegher - Communication Director - firstname.lastname@example.org