Company Announcement
20 June 2018
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR TO ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION.
With reference to NeuroSearch A/S' ("NeuroSearch") announcement of 31 May 2018 (no. 11 - 18) concerning a voluntary public takeover offer to the shareholders of NeuroSearch to acquire the entire share capital of NeuroSearch against cash consideration of DKK 4.45 for each share of a nominal value of DKK 1.00 (the "Offer"), Nordic Transport Group Holding A/S ("NTG Holding") has today published an offer document and an acceptance form pursuant to section 4(2) of Danish Executive Order no. 1171/2017 on Takeover Bids (the "Takeover Order").
Reference is made to NTG Holding's announcement today for further details.
This announcement, including the offer document and the acceptance form is accessible on NeuroSearch's website www.neurosearch.com.
The Board further notes that the offer period applicable to the conditional, voluntary public takeover offer launched by Gefion Group Investments A/S ("Gefion") pursuant to section 25 of the Takeover Order automatically is extended until
the date of expiry of the offer period for the Offer, i.e. until 8 August 2018, unless Gefion prior to such date withdraws the Original Offer in accordance with the terms of the offer document pertaining to the Original Offer. The withdrawal of the Original Offer must be disclosed pursuant to section 20 of the Takeover Order. Shareholders who have accepted the Original Offer may as of now pursuant to section 25 of the Takeover Order for a period of 3 business days withdraw their acceptances of the Original Offer. If the Original Offer is withdrawn, any acceptances of the Original Offer will automatically lapse.
As a result of the offer period pertaining to the Original Offer having been extended, the deadline for the Board's obligation to submit a statement concerning the Original Offer pursuant to section 22 of the Takeover Order has likewise been extended.
Therefore, the Board intends no later than 2 July 2018 to submit a joint statement concerning the Offer and the Original Offer. However, if the Original Offer is withdrawn, see above, before 2 July 2018 the Board reserves the right to submit a statement concerning only the Offer no later than 16 July 2018 and the Board will no longer be required to submit a statement concerning the Original Offer.
The Board notes that if either of NTG Holding or Gefion after 2 July 2018 improves its offer, the Board will submit a supplementary statement to the extent that such statement is required pursuant to applicable law.
As stated in NeuroSearch's announcement of 31 May 2018 (no. 11 - 18) concerning the Offer and in NeuroSearch's announcement of 25 May 2018 (no. 10 - 18) concerning the Original Offer, the Board recommends NeuroSearch's shareholders to await the Board's statement prior to potentially accepting the Offer or the Original Offer.
Contact
Allan Andersen, CEO, mobile telephone 4016 3864.
About NeuroSearch
NeuroSearch A/S (NEUR) is listed on Nasdaq Copenhagen A/S.
This announcement is not intended for shareholders of NeuroSearch, if participation in the Offer requires issue of an offer document, registration or other activities except what is required by Danish law. The Offer has not been and will not be submitted, directly or indirectly, to shareholders resident in any jurisdiction in which submission or acceptance of such Offer would be contrary to the laws of that jurisdiction. Any person receiving this announcement or any other document referring to the Offer is expected and assumed to obtain, on his or her own accord, all the required information on applicable restrictions (if any) and to comply with such restrictions.
This announcement does not constitute an offer or solicitation to purchase, or a solicitation of an offer to purchase, any securities under the Offer etc. The Offer is solely submitted on the basis of an offer document approved by the Danish Financial Supervisory Authority, which offer document contains the complete terms and conditions of the Offer, including information about acceptance of the Offer. NeuroSearch's shareholders are encouraged to read the offer document and associated documents, which contain important information.
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