Eltek ASA: THE ACCEPTANCE PERIOD FOR THE RECOMMENDED VOLUNTARY OFFER MADE BY DELTRONICS (NETHERLANDS) B.V. HAS COMMENCED
GlobeNewswire
(Drammen, Norway, 12 January 2015) With reference to the voluntary offer for the outstanding shares of Eltek ASA ("Eltek"; OSE ticker code "ELT") as announced on 15 December 2014 (the "Offer") and the approval of the offer document for the Offer by Oslo Børs as announced on 12 January 2015 (the "Offer Document"), Deltronics (Netherlands) B.V., a wholly owned subsidiary of Delta Electronics Inc., today announces the commencement of the offer period for the Offer.
The acceptance period started today, Monday 12 January 2015, and ends on Tuesday 10 February 2015 at 09:00 CET, unless extended in accordance with the terms set forth in the Offer Document.
The Offer Document, containing the full terms and conditions of the Offer, will be distributed to all registered shareholders of Eltek whose address appears in Eltek`s share register in the VPS as of 9 January 2015, except shareholders residing in jurisdictions where the Offer Document may not be lawfully distributed, and is also available on Pareto Securities AS` web site: www.paretosec.com.
As announced on 15 December 2014, the board of Eltek has unanimously recommended that shareholders accept the Offer. A cash consideration of NOK 11.75 is offered per share, valuing the total share capital of Eltek at approximately NOK 3.87 billion. Shareholders representing approximately 76.6 percent of the shares, including Eltek`s largest shareholders, Ketlav Invest AS, CC Industries Inc. and Eltek Holding AS, as well as members of the Board of Directors and the CEO of Eltek, have irrevocably undertaken to accept the Offer. The completion of the Offer is subject to satisfaction or waiver of certain conditions, as further set out in the Offer Document.
This notification does not in itself constitute an offer. The Offer is made in the Offer Document and can only be accepted pursuant to the terms of such document.
Pareto Securities AS is acting as financial advisor and receiving agent in connection with the Offer. Advokatfirmaet Selmer DA is acting as legal advisor for Deltronics (Netherlands) B.V.
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This information is subject to the disclosure requirements according to Section 5-12 of the Norwegian Securities Trading Act.
The Voluntary Offer and the distribution of this announcement and other information in connection with the Voluntary Offer may be restricted by law in certain jurisdictions. The Offeror assumes no responsibility in the event there is a violation by any person of such restrictions. Persons into whose possession this announcement or such other information should come are required to inform themselves about and to observe any such restrictions.
This release contains certain forward-looking statements within the meaning of the securities laws and regulations of various international, federal, and state jurisdictions. All statements, other than statements of historical fact, included herein, including without limitation, statements regarding the Offer, future plans and objectives of Eltek or the Offeror are forward-looking statements that involve risk and uncertainties. There can be no assurances that such statements will prove to be accurate and actual results could differ materially from those anticipated in such statements.
Special Notice to Shareholders in the United States
The Offer referenced in this announcement will be made for shares of Eltek, a company incorporated under Norwegian law, and is subject to Norwegian disclosure and procedural requirements, which are different from those of the United States. The shares of Eltek have not been registered under the U.S. Securities Exchange Act of 1934, as amended (the "US Exchange Act") (and Eltek is not subject to the periodic reporting requirements of the US Exchange Act, as amended, and is not required to, and does not, file any reports with the US Securities and Exchange Commission thereunder), and are not listed or traded on any stock exchange in the United States. Accordingly, the Offer will be made in the United States in compliance with Section 14(e) of, and Regulation 14E under, the US Exchange Act, subject to the exemptions provided by Rule 14d-1(d) under the US Exchange Act and otherwise in accordance with the requirements of Norwegian law. The Offer will be subject to disclosure and other procedural requirements, including with respect to withdrawal rights, the offer timetable, settlement procedures and timing of payments that are different from those applicable under U.S. domestic tender offer procedures and laws. Financial information included in this announcement, if any, has been prepared in accordance with foreign accounting standards that may not be comparable to the financial statements of United States companies.
To the extent permissible under applicable law or regulation, the Offeror and its affiliates or brokers (acting as agents for the Offeror or its affiliates, as applicable) may from time to time after the date hereof, and other than pursuant to the Offer, directly or indirectly purchase, or arrange to purchase, shares of Eltek, that are the subject of the Offer or any securities that are convertible into, exchangeable for or exercisable for such shares. To the extent information about such purchases or arrangements to purchase is made public in Norway, such information will be disclosed by means of a press release or other means reasonably calculated to inform U.S. shareholders of Eltek of such information. In addition, the financial advisors to the Offeror may also engage in ordinary course trading activities in securities of Eltek, which may include purchases or arrangements to purchase such securities.
NEITHER THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION NOR ANY U.S. STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY HAS APPROVED OR DISAPPROVED OF THIS OFFER, PASSED UPON THE FAIRNESS OR MERITS OF THIS ANNOUNCEMENT OR DETERMINED WHETHER THIS ANNOUNCEMENT IS ACCURATE OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE IN THE UNITED STATES.
ANY DISCLAIMERS OR OTHER NOTICES THAT MAY APPEAR AFTER THIS MESSAGE ARE NOT APPLICABLE TO THIS COMMUNICATION AND SHOULD BE DISREGARDED. SUCH DISCLAIMERS OR OTHER NOTICES WERE AUTOMATICALLY GENERATED AS A RESULT OF THIS COMMUNICATION BEING SENT VIA AN EMAIL SYSTEM.
This announcement is distributed by NASDAQ OMX Corporate Solutions on behalf of NASDAQ OMX Corporate Solutions clients.
The issuer of this announcement warrants that they are solely responsible for the content, accuracy and originality of the information contained therein. Source: Eltek ASA via GlobeNewswire HUG#1885994
