NOT FOR DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO ANY JURISDICTION IN WHICH DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL
Reference is made to the company announcement of 2 April, 1 May, 9 May and 15 May 2025, concerning APMH Invest A/S’ (“APMHI”), a wholly owned subsidiary of A.P. Møller Holding A/S, all-cash voluntary recommended purchase offer to acquire all of the issued shares (the “Shares”) in Svitzer Group A/S (“Svitzer”), except for Shares owned by APMHI and Shares held by Svitzer and/or its subsidiaries in treasury, if any (the “Offer”).
APMHI has today announced that it considers all conditions of the Offer satisfied and that the Offer is completed on the terms and conditions set out in the offer document published by APMHI on 2 April 2025 (the “Offer Document”). APMHI informs that APMHI, as the final result of the Offer, has received acceptances which means that APMHI, together with its current holding of Shares, will hold approximately 93.4% of the share capital and total number of voting rights in Svitzer. The announcement from APMHI is attached.
Settlement
APMHI has informed that the Offer will be settled in cash through the shareholders’ own custodian bank or account holding institute. The trading day for settlement is expected to be today, Friday 16 May 2025, and pay date is expected to be Tuesday 20 May 2025. Payment to shareholders who do not have a Danish bank account may take longer.
Compulsory acquisition and delisting
APMHI has informed that, as APMHI will hold more than 90% of the share capital and total number of voting rights in Svitzer as a result of the Offer, APMHI will initiate a compulsory acquisition of the Shares held by the remaining minority shareholders of Svitzer in accordance with Danish law on Friday 23 May 2025. Information regarding the compulsory acquisition of the remaining minority shareholders of Svitzer will be provided separately.
The price per Share offered in the compulsory acquisition will be DKK 277, corresponding to the price paid per Share in the Offer as adjusted for the ordinary dividend paid to shareholders following the annual general meeting on 10 April 2025.
Furthermore, APMHI has informed that it will seek to have the Shares removed from trading and official listing on Nasdaq Copenhagen A/S prior to initiating the compulsory acquisition. The last day of trading is expected to be Thursday 22 May 2025. Further information regarding the removal from trading and official listing of the Shares will be announced separately.
For further information, please contact:
Michael Nass Nielsen, Head of Investor Relations and FP&A
T: +45 24941654
E: ir@svitzer.com
About Svitzer
Svitzer is a leading, global towage and marine services provider. The core business is to assist large seaborne vessels in manoeuvring in and out of ports and terminals to berth and unberth. With around 450 vessels, Svitzer’s services play a crucial role as part of critical port infrastructure. Svitzer was founded in 1833 and serves approximately 2,000 customers in more than 140 ports and 40 terminals across 37 countries. Read more on www.svitzer.com.
Attachment
- Completion of APMH Invest’s all-cash recommended purchase offer for the shares in Svitzer
Disclaimers
This announcement does not constitute an offer or invitation to purchase any securities in Svitzer or a solicitation of an offer to buy any securities in Svitzer, pursuant to the Offer or otherwise. The Offer will be made solely by means of the Offer Document containing the full terms and conditions of the Offer, including details of how the Offer may be accepted.
Important information
The Offer will not be made, and the Svitzer shares will not be accepted for purchase from or on behalf of persons, in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities or other laws or regulations of such jurisdiction. Persons obtaining this announcement and/or into whose possession this announcement comes are required to take due note and observe all such restrictions and obtain any necessary authorisations, approvals or consents. Neither APMHI nor Svitzer or any of their respective advisors accepts any liability for any violation by any person of any such restriction. Any person (including, without limitation, custodians, nominees and trustees) who intends to forward this announcement to any jurisdiction outside Denmark should inform themselves of the laws of the relevant jurisdiction, before taking any action. The distribution of this announcement in jurisdictions other than Denmark may be restricted by law, and, therefore, persons who come into possession of this announcement should inform themselves about and observe such restrictions. Any failure to comply with any such restrictions may constitute a violation of the securities laws and regulations of any such jurisdiction.
Important information for shareholders in the United States
The Offer is being made for the securities of Svitzer, a public listed company incorporated under Danish law, and is subject to Danish disclosure and procedural requirements, which differ from those of the United States. The Offer will be made in the United States in compliance with applicable Danish securities laws and the applicable requirements of the U.S. Securities Exchange Act of 1934, as amended, and the rules and regulations adopted by the U.S. Securities and Exchange Commission thereunder, including Regulation 14E.
It may be difficult for U.S. holders of shares to enforce their rights and any claim arising out of the U.S. federal securities laws, because APMHI and Svitzer are located in a country other than the United States, and all of their officers and directors are residents of a country other than the United States. U.S. holders of shares may not be able to sue a non-U.S. company or its officers or directors in a non-U.S. court for violations of the U.S. securities laws. Further, it may be difficult to compel a non-U.S. company and its affiliates to subject themselves to a U.S. court’s judgment.
Neither the U.S. Securities and Exchange Commission nor any U.S. state securities commission or other regulatory authority has approved or disapproved the Offer, passed upon the fairness or merits of the Offer or provided an opinion as to the accuracy or completeness of this announcement, the Offer Document or any other documents regarding the Offer.
Forward-looking statements
This release contains forward-looking statements and statements of future expectations that reflect APMHI’s current views and assumptions with respect to future events. These forward-looking statements may discuss expectations, identify strategies, contain projections or state other forward-looking information and include, but are not limited to, statements related to the expected structure and schedule for completion of the Offer and related matters described in this release, the management and prospects of Svitzer’s business after the completion of the Offer, APMHI’s current plans with respect to the Offer and the business, management and prospects of Svitzer. These statements do not guarantee business performance in the future; they carry known or unknown risks, uncertainties, and other factors that may differ significantly from the actual performance, development or financial position of APMHI and Svitzer in the future. These forward-looking statements can be identified by the use of forward-looking terminology, such as “aims,” “believes,” “expects,” “estimates,” “may,” “anticipates,” “plans,” “intends,” “should,” “will,” “seeks,” “forecasts,” “in the future”, or the negative of these terms or similar expressions, or in particular by discussions about “strategy,” “target,” “plan,” or “intention”. There is a possibility that actual business results may greatly differ from those expressed in or implied by such forward-looking statements due to various factors. Such factors include, but are not limited to, the following: (i) uncertainties related to the structure and schedule for completion of the Offer, (ii) Svitzer’s shareholders may or may not tender into the Offer, (iii) a proposal that competes with the Offer may be made, (iv) the risk that the regulatory and other conditions, which are necessary for the completion of the Offer, will not be satisfied (v) the possibility that the announcement of the Offer may cause difficulty in keeping the relations with Svitzer’s management, employees, customers, suppliers and other trading partners, (vi) the risk that a shareholder related lawsuit on the Offer will be filed and the defence thereof may cost significant expenses or lead to large payments, (vii) the impact of changes in the legislative system, accounting standards and other management environments related to the relevant parties, (viii) issues in implementing business strategies, (ix) the impact of financial uncertainties and changes in other general economic and industrial conditions, (x) Offer costs, (xi) fixed or contingent liabilities that may materialize, and (xii) other risks set forth in the offer document publicly disclosed by APMHI or Svitzer. Neither APMHI nor Svitzer has a duty of updating the forward-looking statements as a result of the emergence of new information, future circumstances or other circumstances, unless the updating is explicitly required by applicable law.
Attachments
- APMH Invest announces completion of purchase offer
- APMH Invest announcement of completion of purchase offer
