The complete prospectus for SCA’s public cash offer for the Chinese tissue company Vinda is being published and distributed today. In connection herewith, the acceptance period for Vinda’s shareholders is commenced.
On 9 September 2013 SCA announced that the company is planning to make a cash offer for Vinda.
For more details, please see the joint announcement that follows below. The prospectus is available on SCA´s website www.sca.com/ir.
Stockholm, 7 October 2013
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Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited
take no responsibility for the contents of this announcement, make no representation as to its
accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever
arising from or in reliance upon the whole or any part of the contents of this announcement.
This announcement is for information purposes only and does not constitute an invitation or offer
to acquire, purchase or subscribe for securities of Vinda nor shall there be any sale, purchase or
subscription for securities of Vinda in any jurisdiction in which such offer, solicitation or sale
would be unlawful absent the filing of a registration statement or the availability of an applicable
exemption from registration or other waiver. This announcement is not for release, publication or
distribution in or into any jurisdiction where to do so would constitute a violation of the relevant
laws of such jurisdiction.
SCA Group Holding BV Vinda International Holdings Limited
(Incorporated in the Netherlands with limited liability) (Incorporated in the Cayman Islands with limited liability)
(Stock code: 3331)
JOINT ANNOUNCEMENT
DESPATCH OF COMPOSITE OFFER AND RESPONSE DOCUMENT
IN RELATION TO
VOLUNTARY CONDITIONAL CASH OFFER FOR
VINDA INTERNATIONAL HOLDINGS LIMITED
Sole Financial Adviser to
SCA Group Holding BV
Joint Financial Adviser to
Vinda International Holdings Limited
Independent Financial Adviser to the Independent Board Committee
INTRODUCTION
Reference is made to (i) the announcements jointly issued by SCA Group Holding BV (the
‘‘Offeror’’) and Vinda International Holdings Limited (‘‘Vinda’’) dated 9 September 2013 and
30 September 2013 in relation to the voluntary conditional cash offer by J.P. Morgan for and
on behalf of the Offeror for Vinda; and (ii) the composite offer and response document (the
‘‘Composite Document’’) jointly issued by the Offeror and Vinda dated 7 October 2013 in
relation to the Offers. Unless otherwise stated, capitalised terms used herein shall have the
same meanings as those defined in the Composite Document.
File: A130964 (eng) 1st Proof (852) Time/date: 22: 08 04/10/2013 Cre8 (852) 36932600
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DESPATCH OF COMPOSITE DOCUMENT
The Composite Document containing, among other things, (i) the expected timetable in
respect of the Offers; (ii) a letter from J.P. Morgan; (iii) a letter from the Vinda Board; (iv) a
letter from the Independent Board Committee; and (v) a letter of advice from Somerley, the
Independent Financial Adviser to the Independent Board Committee, together with the
Form(s) of Acceptance (where applicable), have been despatched to the Independent
Shareholders and the Optionholders on Monday, 7 October 2013 in accordance with the
Takeovers Code.
Independent Shareholders and Optionholders are strongly advised to read the Composite
Document carefully, including the letter from the Independent Board Committee and the
advice from Somerley, before deciding whether or not to accept the Offers.
WARNING: Independent Shareholders, Optionholders and/or potential investors of Vinda
should note that the Share Offer is subject to the satisfaction or waiver (where applicable) of the
Conditions, and the Option Offer is subject to, and conditional upon, the Share Offer becoming
or being declared unconditional in all respects. Accordingly, the Offers may or may not become
unconditional. Independent Shareholders, Optionholders and/or potential investors of Vinda
should therefore exercise caution when dealing in the securities of Vinda (including the Shares
and any options or rights in respect of them). Persons who are in doubt as to the action they
should take should consult their licensed securities dealers or registered institutions in securities,
bank managers, solicitors, professional accountants or other professional advisers.
If the level of acceptances of the Share Offer reaches the prescribed level under the Cayman
Islands Companies Law required for compulsory acquisition and the requirements of Rule 2.11 of
the Takeovers Code are satisfied, and if the Offeror exercises its right of compulsory acquisition
in respect of Vinda, dealings in the Shares will be suspended from the Closing Date up to the
withdrawal of listing of the Shares from the Stock Exchange pursuant to Rule 6.15 of the Listing
Rules.
The Offers will be open for acceptance on and from Monday, 7 October 2013 and the latest
time and date for acceptance of the Offers is 4 : 00 p.m. on Monday, 28 October 2013.
EXPECTED TIMETABLE
An expected timetable of the Offers is set out below:
Despatch date of the Composite Document . . . . . . . . . . . . . . . Monday, 7 October 2013
Opening date of the Share Offer and the Option Offer . . . . . . . . Monday, 7 October 2013
First Closing Date (Note 1) . . . . . . . . . . . . . . . . . . . . . . . . . . Monday, 28 October 2013
Latest time and date for acceptance of the Share Offer
and the Option Offer on the first Closing Date
(Notes 1 and 2) . . . . . . . . . . . . . . . . . . . . . . . 4:00 p.m. on Monday, 28 October 2013
Announcement of the results of the Share Offer and
the Option Offer as at the first Closing Date, on the
website of the Stock Exchange . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . by 7:00 p.m.
on Monday, 28 October 2013
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Latest date for posting of remittances to the
Independent Shareholders and Optionholders in
respect of valid acceptances received by the
first Closing Date, assuming the Share Offer and
the Option Offer become, or are declared,
unconditional on such date (Note 3) . . . . . . . . . . . . . . . Wednesday, 6 November 2013
Latest time and date by which the Share Offer can
become or be declared unconditional as to
acceptance (Note 4) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7:00 p.m.
on Friday, 6 December 2013
Latest time and date by which the Share Offer
and Option Offer can become or be declared
unconditional in all respects . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7:00 p.m.
on Friday, 27 December 2013
Notes:
1. In accordance with the Takeovers Code, the Offers must initially be open for acceptance for at least 21 days
following the date on which the Composite Document is posted. The Offers will be closed for acceptances at
4: 00 p.m. on Monday, 28 October 2013 unless the Offeror revises or extends the Offers in accordance with
the Takeovers Code. The Offeror has the right under the Takeovers Code to extend the Offers until such
date as it may determine in accordance with the Takeovers Code (or as permitted by the Executive in
accordance with the Takeovers Code). The Offeror will issue an announcement in relation to any extension
of the Offers, which announcement will state either the next Closing Date or, if the Share Offer is at that
time unconditional as to acceptances, a statement that the Offers will remain open until further notice. In
the latter case, at least 14 days’ notice in writing must be given before the Share Offer and Option Offer are
closed to the Independent Shareholders and Optionholders who have not accepted the Share Offer and the
Option Offer, respectively.
2. Beneficial owners of the Offer Share(s) who hold their Offer Share(s) in CCASS directly as an investor
participant or indirectly via a broker or custodian participant should note the timing requirements (set out
in Appendix I to the Composite Document) for causing instructions to be made to CCASS in accordance
with the General Rules of CCASS and CCASS Operational Procedures.
Acceptances of the Offers are irrevocable and are not capable of being withdrawn, except in the
circumstances as set out in the section headed ‘‘Right of Withdrawal’’ in Appendix I to the Composite
Document.
3. Remittances in respect of the consideration payable for the Offer Share(s) tendered under the Share Offer
will be despatched by ordinary post to those Independent Shareholder(s) accepting the Share Offer as soon
as possible, but in any event within seven Business Days from the later of the date of receipt by the Registrar
of all the relevant documents to render the acceptance under the Share Offer complete and valid, and the
date on which the Offers become or are declared unconditional in all respects.
Remittances in respect of the consideration payable for the Option(s) tendered under the Option Offer will
be despatched by ordinary post to the office of Vinda in Hong Kong at Room 506, Tower 1, South Seas
Centre, 75 Mody Road, Tsimshatsui East, Kowloon, Hong Kong for collection by those Optionholders
accepting the Option Offer as soon as possible, but in any event within seven Business Days from the later of
the date of receipt by the Registrar of all the relevant documents to render the acceptance under the Option
Offer complete and valid, and the date on which the Offers become or are declared unconditional in all
respects.
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4. In accordance with the Takeovers Code, when the Share Offer and the Option Offer become or are declared
unconditional in all respects, at least 14 days’ notice in writing must be given before the Share Offer and the
Option Offer are closed to those Independent Shareholder(s) and Optionholder(s) who has/have not
accepted the Share Offer and Option Offer, respectively. In accordance with the Takeovers Code, except
with the consent of the Executive, the Share Offer may not become or be declared unconditional as to
acceptance after 7 : 00 p.m. on the 60th day after the day the Composite Document is posted. Accordingly,
unless the Share Offer has previously become unconditional as to acceptances, the Share Offer and the
Option Offer will lapse after 7: 00 p.m. on Friday, 6 December 2013 unless extended with the consent of the
Executive. If the Share Offer becomes or is declared unconditional as to acceptances, the Offeror may
declare the Share Offer and the Option Offer open for acceptances (i) up to the date that is four (4) months
from the day the Composite Document is posted or (ii) if the Offeror has by that time become entitled to
exercise compulsory acquisition rights, until any such later date as the Offeror may choose to close the
Share Offer and the Option Offer in accordance with the Takeovers Code. The Option Offer is conditional
on the Share Offer becoming or being declared unconditional in all respects and will remain open for so long
as the Share Offer remains open for acceptance.
All time and date references contained in the Composite Document and the accompanying Forms
of Acceptance are to Hong Kong times and dates.
IMPORTANT
Independent Shareholders, Optionholders and potential investors of Vinda should exercise
caution when dealing in the securities of Vinda (including the Shares and any options or rights in
respect of them). If they are in any doubt about their position, they should consult their
professional advisers. The Offeror and Vinda remind their respective associates of the dealing
restrictions under the Takeovers Code and to disclose their permitted dealings, if any, in any
securities of Vinda.
By order of the board of directors of
SCA Group Holding BV
Jan Torsten FRIMAN
Director
By order of the board of directors of
Vinda International Holdings Limited
ZHANG Dong Fang
Director
Hong Kong, 7 October 2013
As at the date of this announcement, the Vinda Board comprises executive Vinda Directors,
namely Mr. LI Chao Wang, Ms. YU Yi Fang, Ms. ZHANG Dong Fang and Mr. DONG Yi Ping;
non-executive Vinda Directors, namely Mr. Johann Christoph MICHALSKI, Mr. Ulf Olof
Lennart SODERSTROM and Mr. CHIU Bun (alternate director to Mr. MICHALSKI and Mr.
SODERSTROM) and independent non-executive Vinda Directors, namely Dr. CAO Zhen Lei,
Mr. KAM Robert, Mr. HUI Chin Tong, Godfrey and Mr. TSUI King Fai.
As at the date of this announcement, the board of directors of the Offeror comprises of Jan
Torsten FRIMAN, Jan Lennart PERSSON, Iman DAMSTE´ , William Andrew VERMIE,
Mukundkumar Ambalal AMIN and Duncan John PARSONS.
All Vinda Directors jointly and severally accept full responsibility for the accuracy of the
information contained in this announcement (other than the information relating to the Offeror
and the parties acting in concert with it), and confirm, having made all reasonable enquires, that
to the best of their knowledge, opinions expressed in this announcement (other than those
expressed by the Offeror and the parties acting in concert with it) have been arrived at after due
and careful consideration and there are no other facts not contained in this announcement, the
omission of which would make any statement contained in this announcement misleading.
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The Offeror Directors jointly and severally accept full responsibility for the accuracy of the
information contained in this announcement (other than the information relating to the Vinda
Group), and confirm, having made all reasonable enquires, that to the best of their knowledge,
opinions expressed in this announcement (other than those expressed by the Vinda Group) have
been arrived at after due and careful consideration and there are no other facts not contained in
this announcement, the omission of which would make any statement contained in this
announcement misleading.
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For additional information please contact:
Johan Karlsson, VP Investor Relations, +46 8 788 51 30
Boo Ehlin, VP Media Relations, +46 8 788 51 36