(Información remitida por la empresa firmante)
Apart from the Consortium’s Existing Holdings and the Irrevocable Undertakings, neither the Bidder nor the Consortium currently holds or control any shares in Sleep Cycle or other financial instruments which give the Bidder or the Consortium a financial exposure equivalent to a shareholding in Sleep Cycle. Apart from the Consortium’s Existing Holdings and the Irrevocable Undertakings, neither the Bidder nor the Consortium have acquired or entered into any agreements on the acquisition of any shares in Sleep Cycle during the last six months prior to the announcement of the Offer. The Bidder may acquire, or enter into agreements to acquire, shares in Sleep Cycle (or any securities that are convertible into, exchangeable for or exercisable for such shares) outside the Offer, but in any event, at a price per share not exceeding the Offer Price. Any acquisitions made or agreed will be in accordance with Swedish law and Nasdaq Stockholm’s Takeover Rules (the “TakeoverRules”) and will be disclosed in accordance with applicable rules.
Conditions to the Offer
Completion of the Offer is conditional upon:
i. the Offer being accepted to such an extent that the Bidder becomes the owner of shares representing more than 90 percent of the total number of shares in Sleep Cycle (on a fully diluted basis);
ii. with respect to the Offer and the acquisition of Sleep Cycle, receipt of all necessary regulatory, governmental or similar clearances, approvals and decisions, in each case on terms which, in the Bidder’s opinion, are acceptable;
iii. no circumstances having occurred which could have a material adverse effect or could reasonably be expected to have a material adverse effect on Sleep Cycle’s financial position or operation, including Sleep Cycle’s sales, results, liquidity, equity ratio, equity or assets;
iv. neither the Offer nor the acquisition of Sleep Cycle 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;
v. Sleep Cycle not taking any action that is likely to impair the prerequisites for making or completing the Offer;
vi. no information made public by Sleep Cycle (or in any other way disclosed by Sleep Cycle to the Bidder) being materially inaccurate, incomplete or misleading, and Sleep Cycle having made public all information which should have been made public; and
vii. no other party announcing an offer to acquire shares in Sleep Cycle on terms that are more favorable to the shareholders of Sleep Cycle than the Offer.
The Bidder reserves the right to withdraw the Offer in the event that it becomes clear that any of the above conditions is not satisfied or cannot be satisfied. However, with regard to conditions ii-vii, the Offer may only be withdrawn where the non-satisfaction of such condition is of material importance to the Bidder’s acquisition of Sleep Cycle or if otherwise approved by the Swedish Securities Council (Sw. Aktiemarknadsnämnden).
The Bidder reserves the right to waive, in whole or in part, one, several or all of the conditions set out above, including, with respect to condition i above, to complete the Offer at a lower level of acceptance.
Financing
The Offer is not subject to any financing condition. The Offer is fully financed by funds already available to the Bidder as well as a credit facility secured for the intended transaction. The conditions to drawdown under such credit facilities are customary for facilities of this type.
Treatment of holders of warrants
Certain employees hold warrants in Sleep Cycle issued within the Company’s incentive programs. Such financial instruments are not included in the Offer. However, the Bidder will procure that the owners of such warrants in Sleep Cycle will receive reasonable treatment.
The Bidder and the Consortium in brief
Velvet Cichlid AB is a newly formed Swedish private limited liability company (Reg. No. 559407-1721, domiciled in Stockholm), owned by MCGA AB and which by completion of the Offer will be owned by the Consortium, consisting of GLA Invest SA[7], MCGA AB, h265 AB[8] and Petter Wallin. Velvet Cichlid AB was formed on 10 November 2022 and registered with the Swedish Companies Registration Office on 22 November 2022. Velvet Cichlid AB has never conducted and at present does not conduct any business. Its sole business purpose is to make the Offer.
Sleep Cycle in brief
Sleep Cycle is the world’s leading app for sleep analysis and one of the leading services for improved sleep quality. Sleep Cycle’s mission is to improve global health by helping people worldwide sleep better. Since its launch in 2009, Sleep Cycle has helped millions to better understand their sleeping habits and improve their sleep quality. The Sleep Cycle app helps users to fall asleep easier, monitor and analyze their sleep, wakes the user in a light sleep phase and provides the user with insight into how to optimize the sleep quality. Sleep Cycle is one of the world’s most comprehensive sources of sleep data, contributing to sleep research and reporting worldwide. The Company’s shares are listed on Nasdaq Stockholm under the ticker SLEEP. Sleep Cycle’s head office is located in Gothenburg. For further information about Sleep Cycle, please visit www.sleepcycle.com.
Preliminary timetable[9]
Publication of the offer document 20 December 2022
Acceptance period 20 December 2022 – 31 January 2023
Commencement of settlement 6 February 2023
The Bidder reserves the right to extend the acceptance period for the Offer and to postpone the settlement date.
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, being obtained, in each case on terms which, in the Bidder’s opinion, are acceptable. However, it is the Bidder’s assessment that the transaction does not require any approvals from authorities.
Compulsory acquisition and delisting
In the event that the Bidder, whether in connection with the Offer or otherwise, becomes the owner of shares representing more than 90 percent of the shares in Sleep Cycle, the Bidder intends to commence a compulsory acquisition procedure under the Swedish Companies Act to acquire all remaining shares in Sleep Cycle. In connection therewith, the Bidder intends to promote a delisting of the Sleep Cycle shares from Nasdaq Stockholm.
Applicable law and disputes
The Offer, as well as any agreements entered into between the Bidder and the shareholders of Sleep Cycle as a result of the Offer, shall be governed by and construed in accordance with the laws of Sweden. The Takeover Rules, and the Swedish Securities Council’s rulings regarding the interpretation and application of the Takeover Rules, apply in relation to the Offer. In accordance with the Swedish Takeover Act, the Bidder has undertaken towards Nasdaq Stockholm to comply with the Takeover Rules and to submit to any sanctions imposed by Nasdaq Stockholm upon breach of the Takeover Rules. The courts of Sweden shall have exclusive jurisdiction over any dispute arising out of or in connection with the Offer and the City Court of Stockholm shall be the court of first instance.
Advisers
The Bidder and the Consortium has retained Carnegie Investment Bank AB (publ) as financial adviser and Advokatfirman Vinge as legal adviser.
All information regarding the Bidder’s Offer to Sleep Cycle’s shareholders is available on the following website: www.better-sleep.se.
Further information
Alexandra Barganowski, Fogel & Partners
Phone: +46 720832750
Email: alexandra.barganowski@fogelpartners.se
This press release was submitted for publication on 19 December 2022 at 08:40 CET.
Important notice
This is a translation of the original Swedish language press release. In the event of discrepancies, the original Swedish wording shall prevail.
(CONTINUA)