Statement from the Board of Directors of Jetpak Top Holding AB (publ) regarding the mandatory offer from Pak Logistik Intressenter AB
The Board of Directors of Jetpak Top Holding AB (publ) (”Jetpak” or the ”Company”) recommends the shareholders of Jetpak not to accept the mandatory cash offer made by PakLogistikIntressenterAB (”Pak Logistik Intressenter”) on 7 June 2024.
This statement is made by the Board of Directors of Jetpak pursuant to section II.19 of the Takeover rules for certain trading platforms adopted by the the Stock Market Self-Regulation Committee issued on 1 January 2024 (the “Takeover Rules”).
Background
On 30 May 2024, Pak Logistik Intressenter, a company wholly owned by Paradeigma Partners AB (”Paradeigma”), announced that the company had acquired 527,042 shares in Jetpak by exercising a repurchase right on previously sold shares and, thus, together with Paradeigma, attained an aggregate shareholding in Jetpak of 4,182,344 shares, corresponding to a holding of approximately 34.32 percent of the total number of shares and votes in Jetpak. As a result of the acquisition of additional shares in Jetpak, an obligation arose under the Takeover Rules for Pak Logistik Intressenter to submit a public tender offer for the remaining shares in Jetpak within four weeks of the acquisition (a so-called mandatory offer).
On 7 June 2024, Pak Logistik Intressenter submitted a public cash offer to the shareholders in Jetpak to tender all their shares in Jetpak at SEK 93.32 per share (the “Mandatory Offer”). In the same press release, it was announced that Pak Logistik Intressenter since 30 May 2024 had acquired an additional number of 1,700,000 shares in Jetpak, meaning that Pak Logistik Intressenter together with Paradeigma held an aggregated number of shares corresponding to approximately 48.26 percent of the total number of shares and votes in Jetpak as of the day of the announcement of the Mandatory Offer. Pak Logistik Intressenter is expected to publish an offer document regarding the Mandatory Offer on 15 July 2024.
The Mandatory Offer values all 12,187,675 shares in Jetpak to SEK 1,137,353,831.
The consideration per share in the Mandatory Offer represents a premium of:
· approximately 0.89 percent compared to the closing price of SEK 92.50 of the Jetpak share on Nasdaq First North Premier Growth Market on 7 June 2024, which was the last day of trading prior to the announcement of the Mandatory Offer, and
· approximately -0.04 percent compared to the volume-weighted average share price of SEK93.36 of the Jetpak share on Nasdaq First North Premier Growth Market during the last 30 trading days up to and including 7 June 2024, which was the last trading day prior to the announcement of the Mandatory Offer.
The acceptance period for the Mandatory Offer is expected to commence on 16 July 2024 and expire on 13 August 2024.
Completion of the Mandatory Offer is conditional upon all necessary clearances from authorities on foreign direct investments being obtained, in each case on terms which, in Pak Logistik Intressenter’s opinion, are acceptable.
On 19 June 2024, Goldcup 35626 AB (under name change to Notalp Logistik AB) (”Notalp Logistik”)[1] announced a voluntary tender offer to the shareholders of Jetpak at a price of SEK 98.00 in cash per share (the ”Voluntary Offer”). On the same day, and in light of the Voluntary Offer, Pak Logistik Intressenter announced that if the Voluntary Offer is accepted to such an extent that the Consortium (which includes Pak Logistik Intressenter) becomes the owner of shares representing more than 90 percent of the total number of outstanding shares in Jetpak and the Voluntary Offer is declared unconditional and is completed, the price in Pak Logistik Intressenter’s Mandatory Offer will be raised to SEK98.00 in cash per share to correspond to the consideration in the Voluntary Offer. The price in the Mandatory Offer will also be increased to correspond to the consideration in the Voluntary Offer, if Notalp Logistik completes the Voluntary Offer at an acceptance level below 90 percent.
For further information on the Mandatory Offer, including how the Mandatory Offer relates to the Voluntary Offer from Notalp Logistik, see the website that Pak Logistik Intressenter has set up: www.logistics-offer.com. For further information on the Voluntary Offer, see the website that Notalp Logistik has set up: www.notalp-transportation-offer.com.
The Board of Directors has engaged the law firm TM & Partners as legal advisor in connection with the Mandatory Offer. Further, in light of the Mandatory Offer and the Voluntary Offer, the Board of Directors has obtained an independent fairness opinion from Deloitte AB (“Deloitte”) in accordance with section IV.3 of the Takeover Rules. The fairness opinion is attached to this statement. For providing the fairness opinion, Deloitte receives a fixed fee, irrespective of the level of the offer price or to what extent the Mandatory Offer will be accepted.
Statement from the Board of Directors regarding the Mandatory Offer
Isabel Hummel, appointed member of the Board of Directors at the annual general meeting held on 11June 2024 has, due to her connection with companies within the offeror group and her participation in the Voluntary Offer from Notalp Logistik, a conflict of interest pursuant to section II.18 of the Takeover Rules, resulting in her not being allowed to participate in the Board of Directors handling of matters relating to the Mandatory Offer.
The Board of Directors has resolved not to recommend the shareholders of Jetpak to accept the Voluntary Offer of SEK 98.00 per share from Notalp Logistik since the offer is not considered to reflect the long-term potential or the underlying value in Jetpak, which is also supported by the fairness opinion provided by Deloitte. For further information, see the Board of Director’s statement regarding Notalp Logistik’s Voluntary Offer, which was published earlier today through a separate press release and which is available on www.jetpakgroup.com.
In light of the above, the Board of Directors recommends the shareholders of Jetpak not to accept Pak Logistik Intressenter’s Mandatory Offer.
Effects on Jetpak and its employees
Under the Takeover Rules, the Board of Directors shall, on the basis of Pak Logistik Intressenter’s statement in the press release regarding the announcement of the Mandatory Offer or in the offer document regarding the Mandatory Offer, make public its opinion on the effects that the implementation of the Mandatory Offer will have on the Company, in particular employment, and its view on Pak Logistik Intressenter’s strategic plans for the Company and the effect these may be expected to have on the employment and the places where Jetpak conducts its operations. Pak Logistik Intressenter has in this respect, inter alia, stated:
“Pak Logistik Intressenter’s plans for the future business and general strategy do not currently involve any material changes with regard to Jetpak’s operational sites, or Jetpak’s management or employees, including their terms of employment.
The Board of Directors assumes that this description is accurate and has in relevant aspects no reason to take a different view.
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This statement shall in all respects be governed by and construed in accordance with substantive Swedish law. Disputes arising from this statement shall be settled exclusively by Swedish courts.This statement has been made in a Swedish and English version. In case of any discrepancies between the Swedish and the English text, the Swedish text shall prevail.
For more information, please contact:
Håkan Mattisson, CFO
Phone: +46 8 5558 52 20
e-mail: ir@jetpak.se
About Jetpak
Jetpak is a logistic group represented in more than 170 locations around the Nordic region and in Europe. Jetpak has a unique and flexible customer offering based on having access to normally approximately 4,000 daily flight departures, in combination with a comprehensive distribution network with more than 950 delivery vehicles. This is something that makes it possible for Jetpak to deliver the fastest and most comprehensive 24/7/365 same-day logistic service to the market. This can be further supplemented by a unique customized next-day service for systemized transports.
Segment wise, Jetpak has its business divided into one Express Air segment, where the customers’ fast logistic needs have been solved by an air-based solution, and into one Express Road segment, where the customers’ logistic needs have been solved by a land-based courier transport solution.
The group’s parent company, Jetpak Top Holding AB (publ), is listed on Nasdaq First North Premier Growth Market in Stockholm, Sweden. The Company’s certified adviser is FNCA Sweden AB.
[1] Notalp Logistik will be owned by a consortium led by Paradeigma and which furthermore includes Pak Logistik Intressenter and Aktiebolaget Tuna Holding (together the ”Consortium”).
