Karo Intressenter AB announces final outcome of the public cash offer to the shareholders in Karo Pharma Aktiebolag
Karo Intressenter AB (“Karo Intressenter”) becomes the owner of 97.0 percent of the shares in Karo Pharma Aktiebolag (“Karo Pharma”)
Karo Intressenter has initiated compulsory redemption proceedings for the remaining shares in Karo Pharma
The shares in Karo Pharma will be delisted from Nasdaq First North Growth Market. The last day of trading will be 24 November 2022
The Offer is not being made, and this press release may not be distributed, directly or indirectly, in or into, nor will any tender of shares be accepted from or on behalf of shareholders in Australia, Hong Kong, Japan, Canada, New Zealand or South Africa, or any other jurisdiction in which the making of the Offer, the distribution of this press release or the acceptance of any tender of shares would contravene applicable laws or regulations or require further offer documents, filings or other measures in addition to those required under Swedish law or otherwise contemplated in connection with the Offer. Shareholders should refer to the offer restrictions included in the section titled “Important information” at the end of this press release and in the offer document, which has been published on the Offer website (www.healthcare-offer.com). Shareholders in the United States should also refer to the section titled “Important information to shareholders in the United States” at the end of this press release.
On 16 August 2022, Karo Intressenter announced a public cash offer to the shareholders of Karo Pharma to acquire the shares in Karo Pharma not already held by Karo Intressenter at a price of SEK 60 per share (the “Offer”). Karo Intressenter is controlled by EQT VIII. An offer document regarding the Offer was made public on 17 August 2022 and was supplemented on 26 August 2022. At the time of the announcement of the Offer, Karo Intressenter held 236,023,099 shares in Karo Pharma, corresponding to approximately 86.4 percent of the share capital and votes in Karo Pharma.
The final acceptance period for the Offer expired on 18 November 2022 and the Offer is now closed. During the extended acceptance period, which ended on 18 November 2022, shareholders representing a total of 409,061 shares in Karo Pharma, corresponding to approximately 0.1 percent of the share capital and votes in Karo Pharma, have accepted the Offer.
Since the announcement of the outcome for the Offer during the first extended acceptance period on 11 October 2022, and up until the time of publication of this press release, Karo Intressenter has not acquired any additional shares in Karo Pharma outside the Offer.
At the end of the final acceptance period, the Offer had been accepted by shareholders holding an aggregate of 19,707,703 shares, corresponding to approximately 7.2 percent of the share capital and votes in Karo Pharma. Furthermore, Karo Intressenter has, since 16 August 2022, acquired in total 9,232,325 shares in Karo Pharma outside the Offer, which corresponds to approximately 3.4 percent of the share capital and votes in Karo Pharma. All the shares in Karo Pharma tendered in the Offer, together with the shares in Karo Pharma acquired by Karo Intressenter outside the Offer, correspond to approximately 10.6 percent of the total number of outstanding shares and votes in Karo Pharma.
As of the time of publication of this press release, Karo Intressenter thus controls a total of 264,963,127 shares in Karo Pharma, corresponding to approximately97.0 percent of the share capital and votes in Karo Pharma.
Settlement in respect of shares duly tendered during the extended acceptance period and no later than 18 November 2022, is expected to commence on or around 25 November 2022.
Karo Intressenter has initiated the compulsory redemption proceedings under the Swedish Companies Act (Sw. aktiebolagslagen (2005:551)) with respect to the remaining shares in Karo Pharma. The Board of Directors of Karo Pharma has, in accordance with Karo Intressenter’s request, applied for delisting of Karo Pharma’s shares from Nasdaq First North Growth Market. Nasdaq has approved Karo Pharmas request for delisting. The last day of trading in Karo Pharma’s share on Nasdaq First North Growth Market will be 24 November 2022.
The information was submitted for publication on 22 November 2022 at 07:30 (CET).
For additional information, please contact:
For more information about the Offer, please see: www.healthcare-offer.com
For media enquiries, please contact EQT Press office: +46 8 506 55 334, email@example.com
For practical or technical enquiries related to the Offer, please contact SEB Issue Department: +46 8 639 2750, or respective nominee.
 The fund known as EQT VIII, comprising of EQT VIII SCSp acting by its alternative investment fund manager (gestionnaire), EQT Fund Management S.à r.l. EQT Fund Management S.à r.l. is a private limited liability company (société à responsabilité limitée) incorporated and existing under Luxembourg law, having its registered office at 51A, Boulevard Royal, L-2449 Luxembourg, registered with the Luxembourg Trade and Companies Register (Registre de Commerce et des Sociétés, Luxembourg) under number B 167 972, acting as manager (gérant) of EQT VIII SCSp, a Luxembourg special limited partnership (société en commandite spéciale) with its registered office at 51A, Boulevard Royal, L-2449 Luxembourg and registered with the Luxembourg Trade and Companies Register (Registre de Commerce et des Sociétés, Luxembourg) under number B 217 293.