Saab holds 98.9 percent of the total issued and outstanding share capital of HITT after Post Closing Acceptance Period
This is a joint press release by Saab AB and HITT N.V., pursuant to the provisions of Article 17 paragraph 4 of the Decree on Public Takeover Bids (Besluit Openbare Biedingen Wft, the ''Decree'') and Article 5:25i paragraph 2 of the Dutch Financial Supervision Act (Wet op het financieel toezicht, the "Wft") in connection with the public offer by Saab AB (''Saab or the Offeror'') for all the issued and outstanding ordinary shares in the capital of HITT N.V. (''HITT or the Company'') pursuant to the offer document published by Saab on 6 August 2012 (the ''Offer Document'') and Saab’s public announcement of 27 August 2012. This announcement does not constitute an offer to sell or buy or the solicitation of an offer to buy or sell any securities, nor shall there be any sale or purchase of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. This announcement is not for release, publication or distribution, in whole or in part, in or into, directly or indirectly, the United States of America, Australia, Canada or Japan.
Terms not defined herein shall have the meaning as set out in the Offer Document.
Saab holds 98.9 percent of outstanding HITT N.V. Shares after Post Closing Acceptance Period. HITT to be delisted from NYSE Euronext Amsterdam on 15 November. Buy out proceedings to be initiated.
Apeldoorn and Linköping, 18 October 2012 - Reference is made to the joint press release of Saab and HITT of 3 October 2012 whereby Saab announced that it had acquired 96.7 percent of the issued and outstanding share capital of HITT.
Post Closing Acceptance Period (na-aanmeldingstermijn)
During the Post Closing Acceptance Period, which ended at 18:00 hours CET on 17 October 2012, 100,177 Shares have been tendered for acceptance under the Offer, representing approximately 2.1 percent of the issued share capital of HITT, and approximately 2.2 percent of the issued and outstanding share capital of HITT.
The 4,344,521 Shares held by Saab on3 October 2012, together with the 100,177 Shares tendered during the Post Closing Acceptance Period represent a total of 4,444,698 Shares, representing approximately 94.7 percent of the total issued share capital of HITT, and approximately 98.9 percent of the total issued and outstanding share capital of HITT.
Settlement has taken place for the majority of Shares validly tendered (or defectively tendered provided that such defect has been waived by Saab) and delivered (geleverd) in the Post Closing Acceptance Period.
If settlement of such Shares has not yet taken place, settlement will occur as soon as possible and Saab shall pay for Shares validly tendered (or defectively tendered provided that such defect has been waived by Saab) during the Post Closing Acceptance Period within three Business Days following the date on which such Shares have been tendered.
As a result of the acquisition of more than 95 percent of the issued and outstanding Shares by Saab (sufficient to initiate buy-out proceedings), HITT and Saab jointly announce to the holders of Shares that the listing and trading of the Shares on NYSE Euronext Amsterdam will be terminated.
In consultation with NYSE Euronext it has been decided that the listing will be terminated on15 November 2012. The last day of trading of the Shares will be14 November 2012.
In order to acquire all Shares not tendered under the Offer and not otherwise acquired by Saab, Saab will initiate as soon as possible proceedings to acquire such remaining Shares by means of buy-out proceedings (uitkoopprocedure) in accordance with article 2:92a DCC or article 2:359c DCC.
For more information
Saab’s Press Centre,
+46 (0)734 180 018
Investor Relations, Ann-Sofi Jönsson,
+46 (0) 734 187 214
Sjoerd Jansen (CEO)
+31 (55) 5432590
The information is that which Saab AB may be required to declare by the Securities Business Act and/or the Financial instruments Trading Act. The information was submitted for publication on 18 October 2012 at 07:40 CET.
Saab serves the global market with world-leading products, services and solutions ranging from military defence to civil security. Saab has operations and employees on all continents and constantly develops, adopts and improves new technology to meet customers’ changing needs.
HITT is a leading player in the worldwide markets for traffic management and navigation systems. The company develops technology aimed at safety enhancement and traffic flow improvement, whilst also enabling significant cost reductions in infrastructure and logistics. The core activities of HITT consist of developing, selling and maintenance of management & control systems and services for air and vessel traffic and hydro-graphic and navigation systems. In 2011 HITT achieved a revenue of EUR 40.7 million and a net profit of EUR 3.4 million. The number of staff at year-end 2011 was 188. HITT has been listed on Euronext Amsterdam NV since June 1998.