IF Mabon & Agromino (Trigon Agri A/S)

MAWW STOCKHOLM WAS THE FINANCIAL ADVISOR TO MABON IN THE ACQUISITION OF AGROMINO OF SEK 297 MILLION

Business Description:

  • At the announcement of the Offer, Mabon owns 7,501,050 shares in Agromino, corresponding to approximately 43.1 percent of the total number of shares and votes in Agromino. Agromino has issued a total of 199,563,420 warrants entitling the warrants to subscribe for a total of 1,995,634 new shares in Agromino. At the announcement of the Offer, Mabon does not own any warrants issued by Agromino. Apart from shares and listed warrants, Agromino has not issued any securities.
  • The shareholders of Agromino are offered a cash consideration of SEK 17 for each share not already owned by Mabon, which corresponds to the highest price Mabon has paid for shares acquired in Agromino during the last six months prior to the Offer.
  • The offer is also aimed at those holding the warrants issued by Agromino. The holders of the warrants are offered a cash consideration of SEK 0.0034 for each warrant.
  • The offer includes a total of 9,920,263 shares and 199,563,420 warrants and represents a total value, for the shares that Mabon does not already own, of approximately SEK 169,322,987, of which SEK 168,644,471 corresponds to the value of the shares and SEK 678,516 corresponds to the value of warrants.
  • The Offer is conditional upon the Antimonopoly Committee of Ukraine approving that, following the implementation of the Offer, Mabon holds more than half of the total number of votes in Agromino.
  • The offer is not subject to financing conditions. The offer is fully funded through existing and available funds.
  • An offer document regarding the Offer is expected to be published on December 14, 2018, and the acceptance period for the Offer is expected to run from December 17, 2018, through January 18, 2019.
  • The settlement date is expected to fall around January 30, 2019.
  • The Nasdaq Stockholm Takeover Rules (the ” Takeover Rules “) and the Swedish Stock Market Committee’s message regarding interpretation and application of the Takeover rules apply to the Offer.
  • Agromino is a company with a registered address in Denmark, which means that Danish corporation law and similar regulations apply to Agromino and that Danish mandatory rules apply to the Offer.