STOCKHOLM, Aug. 26, 2022 /PRNewswire/ —
Background
On 16 August 2022, Karo Intressenter AB[1] (“Karo Intressenter”) announced a public cash offer to the shareholders in Karo Pharma Aktiebolag (“Karo Pharma”) to acquire the shares in Karo Pharma not already held by Karo Intressenter (the “Offer”) at a price of SEK 60 per share (the “Consideration”).
As of the date of this press release, Karo Intressenter holds 236,720,058 shares in Karo Pharma, corresponding to 86.6 per cent of the share capital and votes in Karo Pharma. Hence, Karo Intressenter is the parent company of Karo Pharma.
The acceptance period for the Offer commenced on 18 August 2022 and expires on 15 September 2022.
Completion of the Offer is conditional upon the Offer being accepted to such extent that Karo Intressenter becomes the owner of shares representing more than 90 per cent of the total number of outstanding shares in Karo Pharma. Karo Intressenter has reserved the right to withdraw the Offer in the event that it is clear that the above condition is not satisfied or cannot be satisfied. Karo Intressenter has also reserved the right to complete the Offer at a lower level of acceptance.
Board of directors’ assessment
One of the directors of Karo Pharma’s board of directors (the “Board”), Erika Henriksson, is a Partner at EQT Partners and therefore not independent in relation to Karo Intressenter. In accordance with the Takeover rules for certain trading platforms issued by the Swedish Corporate Governance Board (the “Takeover Rules”), Erika Henriksson has not and will not participate in the handling of or decisions regarding the Offer. Furthermore, as previously communicated by Karo Pharma and/or Karo Intressenter, the remaining members of the Board, as well as the CEO and CFO of the company, have either invested or intend to invest into Karo Intressenter Holding AB, which in turn owns the shares in Karo Intressenter. Karo Intressenter Holding AB and Karo Intressenter are controlled by EQT VIII.
Each of the members of the Board has assessed the impact of their respective investments in Karo Intressenter and concluded that the members may have interests in relation to the Offer which conflict with the interests of the shareholders. Therefore, the Board will not issue a statement regarding the Offer pursuant to Section II.19 of the Takeover Rules.
In order to handle the conflict of interest and comply with the provisions in the Takeover Rules, the Board has authorized Karo Pharma’s Head of Legal, Richard Edström, to represent the company in matters relating to the Offer.
Roschier Advokatbyrå AB (“Roschier”) has been appointed as legal advisor in relation to the Offer.
Richard Edström has, following consultation with Roschier, appointed Nordea Bank Abp, filial i Sverige, Corporate Finance (“Nordea”) to issue an independent fairness opinion in accordance with the Takeover Rules. Nordea has been granted access to all relevant information, employees and other affiliates of Karo Pharma in accordance with Nordea’s requests.
According to Nordea’s fairness opinion, dated 25 August 2022, the Consideration is fair to Karo Pharma’s shareholders from a financial point of view. The opinion is attached to this press release and is subject to the assumptions and considerations set out therein. Nordea will receive a fixed fee for the assignment regarding the fairness opinion, as well as cost reimbursement of certain expenses, including legal fees. No part of the fee to Nordea is contingent upon or related to the size of the Consideration, the acceptance level of the Offer or whether the Offer is completed or not.
Stockholm, 26 August 2022
Karo Pharma Aktiebolag
Nordea’s fairness opinion statement is enclosed below.
For additional information, please contact:
Richard Edström, Head of Legal, +46 70 609 88 68, richard.edstrom@karopharma.com
The information was submitted for publication by the contact person set out above, on 26 August 2022 at 08:00 CEST.
About Karo Pharma
Karo Pharma offers “Smart choices for everyday healthcare”. We own and commercialize reliable original brands within prescription drugs and over-the-counter consumer products. Our products are available in over 90 countries with the core in Europe and the Nordics region. The headquarter of Karo Pharma is in Stockholm and the company is listed on Nasdaq First North Growth Market.
Karo Pharma Aktiebolag
Klara Norra Kyrkogata 33
Box 16184
SE–103 24 Stockholm
Sweden
Stockholm, 25 August 2022
On 16 August 2022, Karo Intressenter AB, a company controlled by EQT VIII, (the “Bidder”) announced a public cash offer for the shares in Karo Pharma Aktiebolag (“Karo Pharma” or the “Company”) (the “Offer”). Pursuant to the terms of the Offer, the shareholders in Karo Pharma are offered a cash payment of SEK 60.00 per share (the “Consideration”). The full terms and conditions of the Offer are set out in the offer document made public on 17 August 2022 (the “Offer Document”).
Nordea Bank Abp, filial i Sverige, Corporate Finance (“Nordea”) has been informed that the members of the Board of Directors of Karma Pharma are considered to have a conflict of interest in relation to the Offer, and Nordea has been appointed by Karo Pharma to provide an opinion, in accordance with the Takeover rules for certain trading platforms issued by the Swedish Corporate Governance Board, as to whether the Consideration is fair, from a financial point of view, for the shareholders of Karo Pharma.
As a basis for this opinion, Nordea has considered:
I. the Offer Document;
II. certain historical business and financial information relating to Karo Pharma, including annual reports and interim reports;
III. financial projections for Karo Pharma prepared by the Executive Management of Karo Pharma;
IV. certain information from the Executive Management of Karo Pharma regarding Karo Pharma’s business and operations, such as historical development, current and future products, cost structure, strategy, management, financial position, investments and future financial prospects and development;
V. certain financial projections for Karo Pharma contained in certain securities analysts’ research reports;
VI. certain public information regarding Karo Pharma’s share prices and trading volumes;
VII. certain information from external sources regarding other companies which Nordea believes to be comparable to Karo Pharma; and
VIII. such other information as Nordea has deemed necessary or appropriate as a basis for this opinion.
Nordea has been informed by Karo Pharma that certain members of the Executive Management of the Company, including the CEO and CFO of the Company, are considered to have a conflict of interest in relation to the Offer. Notwithstanding the foregoing, Nordea has been granted access to the Executive Management of Karo Pharma as deemed necessary or appropriate by Nordea in preparing this opinion.
The information on which this opinion is based has been obtained from publicly available sources or furnished to Nordea by Karo Pharma for the purposes of this opinion. Nordea has relied upon the accuracy and completeness of such information without performing any independent verification. Nordea has assumed that Karo Pharma is not aware of any facts or circumstances that would make such information inaccurate, inadequate or misleading in any way meaningful to Nordea’s analysis. Nordea has not conducted an independent valuation of Karo Pharma’s assets and liabilities.
Nordea is not a legal, regulatory, tax or accounting expert and has relied on the assessment made by Karo Pharma and its advisers with respect to any such issues.
(CONTINUA)