Statement from the Board of Directors of Jetpak Top Holding AB (publ) regarding the increased voluntary cash offer from Notalp Logistik AB
The Board of Directors of Jetpak Top Holding AB (publ) (”Jetpak” or the ”Company”) recommends the shareholders of Jetpak to accept the offer.
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 Stock Market Self-Regulation Committee issued on 1 January 2024 (the “Takeover Rules”).
Background
On 19 June 2024, Notalp Logistik AB (name changed from Goldcup 35626 AB) (”Notalp Logistik” or ”BidCo”)[1] announced a voluntary cash offer to the shareholders of Jetpak to tender all their shares in Jetpak at an offer price in cash of SEK 98.00 per share (the ”Offer”). On 6 September 2024, BidCo announced an increase of the price in the Offer to SEK 104.50 (the “Increased Offer Price”). In connection with BidCo’s announcement of the Increased Offer Price, the acceptance period for the Offer was extended up to and including 19.00 (CEST) on 20 September 2024. BidCo also announced that BidCo will neither increase the price in the Offer nor extend the acceptance period further. In the same press release, it was also announced that (i) BidCo had entered into an irrevocable and unilateral option agreement with Cidro Förvaltning AB to acquire approximately 12.09 percent of the total number of shares and votes in Jetpak (the “Option”), and (ii) BidCo, directly or indirectly, controls 89.67 percent of the total number of shares and votes in Jetpak, including the shares under the Option and the shares acquired in the mandatory offer (see below for further information on the mandatory offer).
The Increased Offer Price values all 12,187,675 outstanding shares in Jetpak to approximately SEK 1,274 million.
The Increased Offer Price represents a premium of:
· approximately 11.17 percent compared to the closing price of SEK 94.00 of the Jetpak share on Nasdaq First North Premier Growth Market on 19 June 2024, which was the last day of trading prior to the announcement of the Offer.
· approximately 13.01 percent compared to the volume-weighted average share price of SEK92.47 of the Jetpak share on Nasdaq First North Premier Growth Market during the last 20 trading days up to and including 19 June 2024, which was the last day of trading prior to the announcement of the Offer,
· approximately 12.03 percent compared to the volume-weighted average share price of SEK93.28 for the Jetpak share on Nasdaq First North Premier Growth Market during the last 30 trading days up to and including 19 June 2024, which was the last day of trading prior to the announcement of the Offer, and
· approximately 11.98 percent compared to the price of SEK 93.32 in the mandatory offer announced by PakLogistik Intressenter on 7 June 2024 (see below for further information on the mandatory offer).
Shareholders who have already tendered their shares in Jetpak at SEK 98 in cash per share will automatically benefit from the Increased Offer Price of SEK 104.50 in cash per share, provided that the Offer is declared unconditional and completed, and thus do not need to accept the Offer again.
Completion of the Offer is conditional upon, inter alia, the Offer being accepted to such extent that Notalp Logistik, together with the other members of the Consortium, becomes the owner of shares representing more than 90 percent of the total number of shares in Jetpak. Notalp Logistik has reserved the right to waive these and other fulfilment conditions in whole or in part.
On 7 June 2024, Pak Logistik Intressenter, a member of the Consortium and a company wholly owned by Paradeigma, also being a member of the Consortium, announced a mandatory offer to the shareholders of Jetpak to tender all their shares in Jetpak to Pak Logistik Intressenter at a price of SEK 93.32 in cash per share (the ”Mandatory Offer”). For further information on the Mandatory Offer, including how the Mandatory Offer relates to the Offer, see www.logistics-offer.com.
On 19 June 2024, Notalp Logistik AB published an offer document regarding the Offer. By reason of, inter alia, the Increased Offer Price, Notalp Logistik published a supplement to the offer document on 9 September 2024. Notalp Logistik has previously published supplements to the offer document on 9 July 2024 and 28 August 2024. For further information on the Offer, see the offer document and the supplements, as well as www.notalp-transportation-offer.com.
By reason of the Increased Offer Price, the Board of Directors has obtained a new independent fairness opinion from Deloitte AB (“Deloitte”) in accordance with section IV.3 of the Takeover Rules. Deloitte receives a fixed fee, irrespective of the outcome of the Offer. The fairness opinion is attached to this statement. Further, the Board of Directors has engaged the law firm TM & Partners as legal advisor in connection with the Offer.
Statement from the Board of Directors regarding the Offer
Isabel Hummel is the Chair of the Board of Directors of Tuna Holding, a member of the Consortium, and is a member of the Board of Directors of Jetpak since the annual general meeting held on 11 June 2024. Consequently, Isabel Hummel has a conflict of interest pursuant to section II.18 of the Takeover Rules. In accordance with the Takeover Rules, Isabel Hummel has therefore not participated, and will not participate, in Jetpak’s handling of or decisions regarding the Offer.
In the evaluation of the Offer, the Board of Directors has taken a number of factors into account, including the Company’s strategy and business plan, the Company’s current financial position, prevailing market conditions and challenges in the markets in which the Company operates, the Company’s expected future development and thereto related opportunities and risks, valuation methods normally used in evaluating public offers for listed companies, including the Increased Offer Price’s valuation of the Company in relation to comparable listed companies and comparable transactions and the stock market’s expectations of the Company.
In its evaluation of the Offer, the Board of Directors also has considered the new independent fairness opinion provided by Deloitte by reason of the Increased Offer Price. According to the independent fairness opinion provided by Deloitte, the Increased Offer Price is, subject to the assumptions stated in the opinion, considered fair to the shareholders of Jetpak from a financial point of view.
Furthermore, the Board of Directors notes the statement from Notalp Logistik AB that, if they acquire shares corresponding to more than 90 percent of the total number of shares in Jetpak, they intend to initiate a compulsory redemption proceeding to acquire all remaining shares in the Company and to promote a delisting of Jetpak’s shares from Nasdaq First North Premier Growth Market. The Board of Directors also notes that BidCo, in accordance with the above mentioned, is able to control 89.67 percent of the total number of shares and votes in Jetpak. The Board of Directors therefore wants to highlight that the liquidity in the Company’s share may become limited, and it may become difficult for shareholders to sell their shares in Jetpak. If the shares become subject to a compulsory redemption proceeding, it may take a long time to receive consideration for their shares. Furthermore, BidCo will not increase the price in the Offer, which will limit the shareholder’s chances to receive an increased price for their shares.
In light of above-mentioned factors, the Board of Directors recommends the Company’s shareholders to accept the increased Offer.
Effects on Jetpak and its employees
The Board of Director’s view regarding the Offer’s impact on the employees and employment in the Company in accordance with what was stated on 5 July 2024 regarding the Offer on 5 July 2024 has not changed as a result of the Increased Offer Price.
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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.
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 is currently wholly owned by Paradeigma Partners AB (”Paradeigma”), and will, upon completion of the Offer, be owned by a consortium led by Paradeigma, which in turn is wholly owned by Paradigm Capital Value Fund (Sicav), and which further includes PakLogistikIntressenter AB (”Pak Logistik Intressenter”) and Aktiebolaget Tuna Holding (”TunaHolding”) (together the ”Consortium”).
