The upcoming Offer is not being made, and this press release may not be released, distributed or published, in whole or in part, directly or indirectly, in or into, nor will any tender of shares be accepted from or on behalf of shareholders in, the United States, Australia, Canada, New Zealand, Hong Kong, Japan, Singapore, South Africa, South Korea, Russia, Belarus or any other jurisdiction in which the making of the Offer, the release, distribution or publication of this press release or the acceptance of any tender of shares would contravene applicable laws or regulations or require further offer documents, filings or other measures in addition to those required under Swedish law. Other restrictions apply. Please refer to the “Important information” at the end of this press release
1Vision Biogas has received necessary regulatory clearances and approvals and will announce a mandatory cash offer to the shareholders of Biokraft within short
On 18 December 2023, Aneo Renewables Holding AS[1] (“Aneo”) and St1 Sverige AB[2], that own approximately 36.5 per cent and 18.6 per cent, respectively, of the total number of shares and votes in Biokraft International AB (“Biokraft” or the “Company”), together with the HitecVision entity HV Daytona Holding AS (“HV Daytona”) announced their intention to join forces for the purposes of consolidating their ownership in Biokraft into a newly established company, 1Vision Biogas AB (“1Vision Biogas” or the “Offeror”) (the “Consolidation”). The Consolidation was conditional on receipt of necessary clearances or approvals by relevant competition and foreign direct investment (FDI) authorities. Such clearances and approvals have now been obtained and the Consolidation will be effectuated within short. Once the Consolidation has been effectuated, 1Vision Biogas will own 23,977,232 shares in Biokraft, which corresponds to approximately 55.0 per cent of the total number of shares and votes in Biokraft.
Consequently, and in line with what has been previously communicated, 1Vision Biogas will after completion of the Consolidation announce a mandatory public cash offer to the shareholders of Biokraft to acquire all shares in the Company at a price of SEK 20.65 per share (the “Offer”) in accordance with applicable takeover rules. Completion of the upcoming Offer will be conditional upon the Offer, and the acquisition of Biokraft, receiving all necessary regulatory, governmental or similar clearances, approvals and decisions, including approvals and clearances from competition and foreign direct investment (FDI) authorities, in each case on terms which, in 1Vision Biogas’ opinion, are acceptable.
Biokraft’s shares are listed on Nasdaq First North Premier Growth Market.
1Vision Biogas will be owned 50 per cent by St1 Nordic Oy and 50 per cent by Daytona Holdco AS, the joint holding company of Aneo and HV Daytona. HV Daytona is wholly owned by HitecVision New Energy Fund AS, a fund managed by the leading European entrepreneurial energy investor HitecVision.
Biokraft in brief
Biokraft is a Nordic Greentech company that produces bioenergy and plant nutrition in a circular cycle by recycling organic waste and residual products in large-scale biorefineries. Biokraft builds, owns and operates large-scale biogas plants with a focus on the Northern European market. Today, there are facilities in Sweden, Norway and South Korea. Biogas is CO2-efficient and lowers greenhouse gas emissions significantly when replacing fossil fuels. Biokraft has just over 110 employees and is listed on Nasdaq First North Premier Growth Market. For further information, please refer to www.biokraft.com.
Advisers
1Vision Biogas has engaged Danske Bank A/S, Danmark, Sverige Filial as financial adviser and Vinge as legal adviser in connection with the Offer.
Further information
For further information, please contact:
Jan Harald Solstad, member of the board of 1Vision Biogas, Senior Partner HitecVision
Jan.Harald.Solstad@hitecvision.com
This information was submitted for publication on 29 January 2024 at 21:00 CET.
Important information
This press release does not constitute an offer to buy or sell shares, nor does it constitute an invitation to offer to buy or sell shares.
The upcoming Offer, pursuant to the terms and conditions presented in this press release, is not being made to persons whose participation in the upcoming Offer requires that additional offer documents be prepared or registrations effected or that any other measures be taken in addition to those required under Swedish law.
The distribution of this press release and any related offer documentation in certain jurisdictions may be restricted or affected by the laws of such jurisdictions. Accordingly, copies of this communication are not being, and must not be, mailed or otherwise forwarded, distributed or sent in, into or from any such jurisdiction. Therefore, persons who receive this communication (including, without limitation, nominees, trustees and custodians) and are subject to the laws of any such jurisdiction will need to inform themselves about, and observe, any applicable restrictions or requirements. Any failure to do so may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable law, 1Vision Biogas disclaims any responsibility or liability for the violations of any such restrictions by any person.
The upcoming Offer is not being made, and this press release may not be released, distributed or published, in whole or in part, directly or indirectly, in or into, nor will any tender of shares be accepted from or on behalf of shareholders in, the United States, Australia, Canada, New Zealand, Hong Kong, Japan, Singapore, South Africa, South Korea, Russia, Belarus or any other jurisdiction in which the making of the upcoming Offer, the release, distribution or publication of this press release or the acceptance of any tender of shares would contravene applicable laws or regulations or require further offer documents, filings or other measures in addition to those required under Swedish law.
The upcoming Offer, the information and documents contained in this offer document are not being made and have not been approved by an authorised person for the purposes of section 21 of the UK Financial Services and Markets Act 2000 (the “FSMA”). Accordingly, the information and documents contained in this press release are not being distributed to, and must not be passed on to, the general public in the United Kingdom, unless an exemption applies. The communication of the information and documents contained in this press release is exempt from the restriction on financial promotions under section 21 of the FSMA on the basis that it is a communication by or on behalf of a body corporate which relates to a transaction to acquire day to day control of the affairs of a body corporate; or to acquire 50 per cent or more of the voting shares in a body corporate, within article 62 of the UK Financial Services and Markets Act 2000 (Financial Promotion) Order 2005.
The acceptance period for the upcoming Offer has not commenced.
Statements in this press release relating to future status or circumstances, including statements regarding future performance, growth and other trend projections and the other benefits of the upcoming Offer, are forward-looking statements. These statements may generally, but not always, be identified by the use of words such as “anticipates”, “intends”, “expects”, “believes”, or similar expressions. By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future. There can be no assurance that actual results will not differ materially from those expressed or implied by these forward-looking statements due to many factors, many of which are outside the control of 1Vision Biogas and Biokraft. Any such forward-looking statements speak only as of the date on which they are made and 1Vision Biogas has no obligation (and undertakes no such obligation) to update or revise any of them, whether as a result of new information, future events or otherwise, except for in accordance with applicable laws and regulations.
[1] A company jointly indirectly owned by HitecVision New Energy Fund AS and TrønderEnergi AS.
[2] A company wholly owned by St1 Nordic Oy.