Reference is made to the stock exchange notice from Hexagon AB (“Hexagon”) on 10 February 2014 where Hexagon expressed its intention, following settlement of the voluntary offer for the shares in Veripos Inc.
(“Veripos”) announced by Hexagon on 20 December 2013 (the “Offer”), to complete a compulsory acquisition of any minority shares in Veripos not already owned indirectly by Hexagon. Cash settlement of the Offer was, as announced, conducted on 18 February 2014, following which Hexagon became owner of 97.28 per cent of the total shares in Veripos through its wholly owned subsidiaries Hexagon Acquisition Ltd (“Hexagon Acquisition”) and Hexagon Positioning Limited (“Hexagon Positioning”).
Following an authorization provided by the extraordinary general meeting in Veripos (the “EGM”) to the board of directors of Veripos on 28 February 2014, the respective board of directors of Hexagon Acquisition and Veripos resolved to enter into a plan of merger (the “Merger”).
The Merger was completed yesterday, 13 March 2014, after 16:30 CET, and is effective as of 12 March 2014 (the "Effective Date"). Under the terms of the Merger, as at the Effective Date, Hexagon Positioning became the owner of 100 per cent of the shares in Veripos, and the 2.72 per cent of shares in Veripos which at 16:30 CET on the Effective Date were not indirectly owned by Hexagon were cancelled against a right for the holders of such shares to receive NOK 37 (the Consideration”) in respect of each share in Veripos which they were entitled to at such time.
Settlement of the Consideration will take place on or about 18 March 2014 through payment in cash made by DNB Bank ASA, on behalf of Hexagon, to the bank account registered with the former shareholder’s VPS account. Shareholders resident in Norway without a bank account registered with the VPS account will receive a payment voucher. Shareholders resident outside Norway without a Norwegian bank account registered with the VPS account will receive payment by cheque. Shareholders who held their shares through a broker or other intermediary should contact that broker or other intermediary for instructions and assistance in receiving the Consideration to which such shareholder is entitled.
Veripos has applied to Oslo Børs for delisting of the shares and expects such delisting to take place shortly following the completion of the Merger.