European Entertainment Intressenter BicCo AB (“EE Intressenter”), a company jointly controlled by a consortium consisting of Bridgepoint Advisers, Prunus Avium Ltd, Klein Group AS, Audere Est Facere AS, Pontus Lindwall, Berkay Reyhan and Can Yilanlioglu (the “Consortium”), has today announced a public offer to the shareholders of Cherry AB (Publ) (“Cherry” or the “Company”) to tender all shares in the Company not held by the Consortium to EE Intressenter for a consideration of SEK 87 in cash per share in Cherry (the “Offer”). EE Intressenter will not increase the price in the Offer. By that statement EE Intressenter cannot, in accordance with the Nasdaq Stockholm Takeover Rules, increase the price in the Offer.
The total value of the Offer, based on all shares of series A and B in Cherry, corresponds to approximately SEK 9,193 million which represents a premium of:
- 20.0 percent for the shares in relation to the closing price for Cherry’s share of series B on Nasdaq Stockholm on 17 December 2018, which was the last day of trading prior to the announcement of the Offer;
- 59.6 percent for the shares in relation to the closing price for Cherry’s share of series B on Nasdaq Stockholm on 15 October 2018, which was the day before the Offeror’s submission of its indicative non-binding offer letter to the Board of Directors of the Company; and
- 28.0 percent for the shares based on the volume weighted average price for Cherry’s share of series B on Nasdaq Stockholm during a period of 90 trading days prior to the announcement of the Offer.
The Offer is fully financed through a combination of equity provided by Bridgepoint and the other members of the Consortium and debt financing provided by Ares Management Limited.
The acceptance period for the Offer is expected to commence around 20 December 2018 and expire around 23 January 2019, subject to any extensions.
Completion of the Offer is conditional upon customary terms, including the Offer being accepted to such extent that EE Intressenter becomes the owner of more than 90 percent of the total number of outstanding shares in Cherry; that no other party announces an offer to acquire shares in Cherry on terms that are more favourable than the Offer to the shareholders in Cherry as well as receipt of all necessary regulatory, governmental or similar clearances, approvals and decisions with respect to the Offer and the acquisition of Cherry, including from competition and gambling license authorities, in each case on terms which, in EE Intressenter’s opinion, are acceptable. Further information regarding the Offer is included in EE Intressenter’s press release, which is available at www.europeanentertainment.se.
EE Intressenter does not own any shares in Cherry at the time of announcement of the Offer, whereas the members of the Consortium own in aggregate 50,100,368 shares, corresponding to approximately 47.4 percent of the total number of shares and 37.9 percent of the total number of votes in the Company. Irrevocable undertakings to accept the Offer, subject to certain conditions, have been received from shareholders representing in total 12,298,332 shares, corresponding to approximately 11.6 percent of the total number of shares and 28.5 percent of the total number of votes in Cherry. In total, the Consortium thereby owns shares, or have secured commitments to accept the Offer, corresponding to 59.1 per cent of the capital and 66.5 per cent of the votes.
Cherry’s independent bid committee recommends the shareholders in Cherry to accept the Offer.
Carnegie acted as sole financial adviser to Cherry’s Board of Directors in connection with the transaction.