Carnegie acted as financial adviser to the Board of Directors of Oriflame Holding AG on Walnut Bidco Plc’s SEK 12.9 bn public offer of Oriflame

Walnut Bidco Plc, a newly established company indirectly wholly owned by members of the families of Robert af Jochnick and the late Jonas af Jochnick, respectively, and certain closely related parties to them, this morning announced a public offer to the shareholders of Oriflame Holding AG ("Oriflame" or the "Company") to tender all their shares in Oriflame to Walnut Bidco Plc at a price of SEK 227  in cash per share (the "Offer"). The price in the Offer cannot be increased by Walnut Bidco Plc. The shares in Oriflame are listed on Nasdaq Stockholm, Large Cap.

The families of Robert af Jochnick and the late Jonas af Jochnick, respectively, and certain closely related parties to them hold 17,451,264 shares in Oriflame, representing 30.81 per cent of the total number of shares.

  • Walnut Bidco offers SEK 227 in cash per Oriflame share. The total value of the Offer, based on the 39,182,774 shares in Oriflame not directly or indirectly owned by Walnut Bidco Plc, or closely related parties, amounts to SEK 8.9bn. The Offer values Oriflame, based on all 56,634,038 outstanding shares, to SEK 12.9bn.
  • The price offered for the shares represents a premium of 34.8 per cent to the closing price for the shares on 21 May 2019 (the last day of trading prior to the announcement of the Offer); a premium of 31.9 per cent to the volume weighted average trading price over the 10 calendar days ended on 21 May 2019; and a premium of 29.0 per cent to the dividend adjusted volume weighted average closing price over the 3 calendar months ended on 21 May 2019.

The completion of the Offer is conditional upon the Offer being accepted to such extent that Walnut Bidco becomes the owner of shares representing at least 90 per cent of the total number of shares issued in Oriflame.

Preliminary timetable

Publication of the offer document 23 May 2019
Acceptance period 24 May – 24 June 2019
Commencement of settlement  1 July 2019

Carnegie acted as financial adviser to Oriflame’s Board of Directors in connection with the transaction.

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