(Información remitida por la empresa firmante)
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 holders in, the United States, Australia, Canada, Hong Kong, Japan, 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. Other restrictions apply. Please see “Important notice” at the end of this press release.
STOCKHOLM, Dec. 19, 2022 /PRNewswire/ — Velvet Cichlid AB[1] (the “Bidder”), a company controlled by a consortium consisting of GLA Invest SA, MCGA AB, h265 AB and Petter Wallin (the “Consortium”), today announces a cash offer to the shareholders of Sleep Cycle AB (publ) (“Sleep Cycle” or the “Company”), (the “Offer”). Sleep Cycle’s shares are admitted to trading on Nasdaq Stockholm, Small Cap. The Bidder offers SEK 42.50 in cash per share in Sleep Cycle (the “Offer Price”).
The Offer Price represents a premium of approximately[2]:
o33.6 percent compared to the closing price of SEK 31.8 for Sleep Cycle’s share on Nasdaq Stockholm on 16 December 2022, which was the last trading day prior to the announcement of the Offer; and
o37.3 percent compared to the volume-weighted average share price of Sleep Cycle’s share on Nasdaq Stockholm during the last 30 trading days prior to the announcement of the Offer
The Bidder owns no shares in Sleep Cycle. The Consortium, however, holds shares in Sleep Cycle amounting to approximately 68.2 percent of the shares in the Company (the “Consortium’s Existing Holdings”), which will be contributed to the Bidder in connection with the completion of the Offer.
Handelsbanken Microcap Sverige, Cicero Fonder and Evli Swedish Small Cap, with a combined shareholding of approximately 8.6 percent of the shares in Sleep Cycle, have irrevocably undertaken to accept the Offer (the “Irrevocable Undertakings”). Furthermore, a number of additional shareholders including Skandia Fonder, Tredje AP-fonden and E. Öhman J:or AB, with a combined shareholding of approximately 8.8 percent of the shares in Sleep Cycle, have declared that they are positive to the Offer.
In aggregate, the Consortium’s Existing Holdings together with the Irrevocable Undertakings and the positive declarations regarding the Offer amount to a total of approximately 85.6 percent of the shares in Sleep Cycle.
The acceptance period for the Offer is expected to commence around 20 December 2022 and expire around 31 January 2023. Settlement is expected to take place around 6 February 2023.
“I founded Sleep Cycle in 2009 with the purpose of empowering people to improve their health through better sleeping habits. Since then, Sleep Cycle has grown fast, and today we have over 2 million active users in more than 150 countries. This journey has been a great source of professional and personal pride for me, and the journey reached a pitstop when the company went public in 2021, which was an important step in the company’s development. Today, the world is radically different, and we now live in a turbulent environment with great economic uncertainty that will impact the company’s ability to grow. In order to achieve the growth and profitability targets that the company has set, and to maintain Sleep Cycle’s leading market position in a highly fragmented market, long-term investments will need to be made in product development and market expansion. Our assessment is therefore that these investments are better made in a private environment”, Maciej Drejak, founder of Sleep Cycle.
Background to and reasons for the Offer
With over two million active users in more than 150 countries worldwide, Sleep Cycle is one of the world’s most used sleep services and the leading mobile sleep application on the market. In June 2021, Sleep Cycle conducted an initial public offering on Nasdaq Stockholm. GLA Invest SA, MCGA AB and h265 AB, all part of the Consortium, have since remained the largest shareholders and have continued to support Sleep Cycle’s development in a listed environment. However, market conditions have changed dramatically since the Company’s listing. The Consortium believes that the challenging economic outlook, with rising interest rates combined with high inflation and a market that acts more short-term, will impose more strenuous conditions on Sleep Cycle’s operations. For the Company to maintain its leading position in a highly fragmented market, and to achieve its ambitious growth targets, continuous investments need to be made with respect to market and product development. As such, the Consortium believes that these investments are more easily provided in a private context.
The Consortium holds the utmost respect and regard for the Company’s management and employees and considers them to be an important asset for Sleep Cycle going forward. Completion of the Offer is not expected to entail any significant changes regarding the Company’s employees and management (including terms of employment) nor for the existing organization and operations, including effects on the employment rate and the sites where the Company currently conducts business.
The Offer
The Bidder offers SEK 42.50 in cash per share in Sleep Cycle.[3]
The Offer Price represents a premium of approximately:
33.6 percent compared to the closing price of SEK 31.8 for Sleep Cycle’s share on Nasdaq Stockholm on 16 December 2022, which was the last trading day prior to the announcement of the Offer; and
37.3 percent compared to the volume-weighted average share price of Sleep Cycle’s share on Nasdaq Stockholm during the last 30 trading days prior to the announcement of the Offer.
The total Offer value for all shares in Sleep Cycle amounts to SEK 862 million.[4]
No commission will be charged in connection with the Offer.
The Bidder’s and Consortium’s shareholding in Sleep Cycle
As of the date of the announcement of the Offer, the Bidder owns no shares in Sleep Cycle. The Consortium’s Existing Holdings, however, amounts to 13,827,875 shares (corresponding to approximately 68.2 percent of the shares in Sleep Cycle).[5] The Consortium’s Existing Holdings will be contributed to the Bidder in connection with the completion of the Offer.
In addition, the Irrevocable Undertakings from Handelsbanken Microcap Sverige, Cicero Fonder and Evli Swedish Small Cap to accept the Offer, amount to 1,746,543 shares (corresponding to approximately 8.6 percent of the shares in Sleep Cycle). The Irrevocable Undertakings, which are unconditional, will terminate if the Offer is not declared unconditional on or before 30 April 2023.[6] Furthermore, a number of additional shareholders including Skandia Fonder, Tredje AP-fonden and E. Öhman J:or AB, with a combined shareholding of approximately 8.8 percent of the shares in Sleep Cycle, have declared that they are positive to the Offer.
The Consortium’s Existing Holdings together with the Irrevocable Undertakings and the positive declarations regarding the Offer amount to a total of 17,306,792 shares (corresponding to approximately 85.6 percent of the shares in Sleep Cycle).
(CONTINUA)