Regulatory News:
The Board of Directors of Aspiro (STO:ASP) unanimously recommends the shareholders to accept the public offer by Schibsted [1]
Background
This statement is made by the Board of Directors (the "Board") of Aspiro AB (publ) ("Aspiro" or the "Company") pursuant to section II.19 of the rules concerning public takeover offers on the stock market adopted by NASDAQ OMX Stockholm (the "Takeover Rules").
Schibsted ASA ("Schibsted ") has today, on 12 January 2012, announced a public offer to the shareholders of Aspiro to transfer all of their shares in Aspiro to Schibsted (the "Offer").[2] Schibsted offers SEK 1.65 in cash per share in Aspiro. The Offer values all outstanding shares in Aspiro at approximately SEK 340 million. The completion of the Offer is conditional on, amongst other things, the Offer being accepted to such an extent that Schibsted becomes the owner of more than 90 percent of the total number of shares in Aspiro on a fully diluted basis. The completion of the Offer is not subject to any financing condition.
According to the indicative timetable set out in the press release through which the Offer was announced the acceptance period for the Offer is expected to commence around 18 January 2012 and end around 15 February 2012. Assuming that Schibsted no later than on 17 February 2012 announces that the Offer will be completed, it is estimated that settlement would begin around 21 February 2012. For further information about the Offer, reference is made to Schibsted's press release which was made public earlier today.
The Board has allowed Schibsted to conduct a limited confirmatory due diligence investigation prior to the announcement of the Offer. Schibsted has through this due diligence investigation not received any non-public information which reasonably could be expected to affect the Aspiro share price.
As a result of the Offer, the Board of Aspiro has resolved to bring forward the announcement of its year-end report for the financial year 2011. The year-end report will be announced on 3 February 2012.
The Board has engaged Mannheimer Swartling as legal adviser in relation to the Offer.
The Board's recommendation
The Board's statement is based on an assessment of a number of factors that the Board has considered relevant for the evaluation of the Offer. These factors include, but are not limited to, the Company's present position, the expected future development of the Company and thereto related possibilities and risks.
According to the press release through which the Offer was announced SEB Enskilda AS, Platekompaniet AS and Orkla ASA, together holding approximately 32.4 per cent of the capital and votes in Aspiro, have expressed that they are positive to Schibsted's Offer .
The Board has also noted the premium to the quoted price of the Aspiro share that the Offer represents.
The Board has obtained an opinion from Pareto Öhman AB as to the fairness, from a financial perspective, of the Offer for the shareholders in Aspiro. The opinion of Pareto Öhman AB, attached to this press release, is that the Offer is considered fair for the shareholders in Aspiro from a financial perspective.[3]
Under the Takeover Rules, the Board must also give its opinion regarding the impact that the completion of the Offer will have on Aspiro, particularly in terms of employment, and its opinion regarding Schibsted's strategic plans for Aspiro and the effects such plans could be expected to have on employment and on Aspiro's places of business. In this respect, the Board notes that Schibsted has stated that Schibsted places great value on Aspiro's management team and other employees and does not expect, following completion of the Offer, that there will be any significant impact on the employees, including conditions of employment, or on the sites where Aspiro currently conducts business. The Board assumes that this statement is correct and has in relevant respects no reason to take a different view.
On this basis, the Board of Aspiro unanimously recommends the shareholders of Aspiro to accept the Offer.[4]
This statement shall in all respects be governed by and construed in accordance with Swedish law. Any dispute arising out of or in connection with this statement shall be settled exclusively by Swedish courts
Malmö, 12 January 2012
Aspiro AB (publ)
The Board of Directors
The information set out in this press release is announced pursuant to the Swedish Securities Market Act and the Takeover Rules. The information was submitted for publication at 8.15 a.m. on 12 January 2012.
---------------------------------------------------------------------
[1] Trond Berger is CFO of Schibsted and the Chairman of the Board of Directors of Aspiro, and Gisle Glück Evensen was until recently employed with Schibsted and is a member of the Board of Directors of Aspiro. Trond Berger and Gisle Glück Evensen have not participated, and will not participate, in Aspiro's Board of Directors' evaluation of, or resolutions in connection with, the Offer.
[2] In accordance with an exemption granted by the Swedish Securities Council, the Offer does not include any warrants issued as part of Aspiros's employee stock option plans (such warrants are currently held by a subsidiary to ensure the proper fulfillment of the Company's obligations under the employee stock option plans).
[3] Pareto Öhman AB's fee for this opinion is fixed and not determined by the size of the Offer consideration, the extent to which the Offer is accepted or whether the Offer is completed or not.
[4] Please see note 1.
This information was brought to you by Cision http://www.cisionwire.com
Contacts:
Peter Pay, member of the Board of Directors of Aspiro
Telephone:
+47 669 889 30
