Brief: Sonae To Launch General and Voluntary Tender Offer To Buy Sonaecom's Shares

Sonae SGPS SA

22/12/2022 06:40

Dec 22 (Reuters) - Sonae SGPS SA  YSO.LS :
    * SAID ON WEDNESDAY IT DECIDED TO LAUNCH GENERAL AND
VOLUNTARY
TENDER OFFER FOR ACQUISITION OF SHARES REPRESENTING SHARE
CAPITAL OF SONAECOM (TARGET COMPANY)
    * SECURITIES SUBJECT TO OFFER ARE SHARES REPRESENTING SHARE
CAPITAL OF TARGET COMPANY, OTHER THAN 275.1 MLN SHARES HELD BY
OFFEROR AND THOSE SHARES THROUGH ENTITIES RELATED TO OFFEROR
    * ACCEPTANCE OF OFFER IS LIMITED TO THOSE SHARES THAT AT END
OF
OFFER PERIOD ARE FULLY PAID-UP AND FREE FROM ALL ENCUMBRANCES
AND ANY OTHER LIMITATIONS
    * OFFEROR HOLDS VOTING RIGHTS ATTACHED TO 275.1 MLN SHARES
REPRESENTING ABOUT 88.356% OF SHARE CAPITAL, AND 89.965% OF
VOTING RIGHTS, OF TARGET COMPANY, AND SONAECOM HOLDS 5.6 MLN
TREASURY SHARES
    * OFFERED CONSIDERATION SHALL BE EQUAL TO 2.50 EUROS FOR
EACH
SHARE TO BE PAID IN CASH, DEDUCTING ANY (GROSS) AMOUNT THAT MAY
BE ATTRIBUTED TO EACH SHARE
    * CONSIDERATION INCLUDES PREMIUM OF 32.6% IN RELATION TO
WEIGHTED
AVERAGE PRICE OF SHARES DURING SIX MONTHS IMMEDIATELY PRIOR TO
DEC 21, CORRESPONDING TO 1.89 EURO PER SHARE
    * CONSIDERATION ALSO INCLUDES PREMIUM OF 25.0% IN RELATION
TO LAST
CLOSING PRICE OF SHARES ON DEC 20, WHICH WAS 2.00 EUROS PER
SHARE
    * IF OFFEROR, AS RESULT OF OFFER COMES TO HOLD 90%, OR A
HIGHER
PERCENTAGE OF, VOTING RIGHTS CORRESPONDING TO SHARE CAPITAL OF
TARGET COMPANY, OFFER SHALL USE SQUEEZE-OUT MECHANISM WHICH
WOULD RESULT IN EXCLUSION OF SHARES FROM ADMISSION TO TRADING IN
REGULATED MARKET WITH IMMEDIATE EFFECT 
    * AT LEAST UNTIL ACQUISITION OF SHARES HELD BY REMAINING
SHAREHOLDERS, OFFEROR INTENDS TO CONTINUE WITH BUSINESS
ACTIVITIES OF TARGET COMPANY, AND OF COMPANIES WHICH ARE IN
CONTROL OR GROUP RELATIONSHIP WITH IT

    
 Source text: https://bit.ly/3v6J3ci
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