On May 22, William Demant Invest A/S (WDI), Smoerum, Denmark, announced its decision to make a voluntary public offer for shares in Össur, Reykjavik, Iceland. On July 4, WDI published an offer document, approved by the Icelandic Financial Supervisory Authority, which expires at 4 p.m. Icelandic time on August 7, 2012. The Össur board of directors released a statement responding to the offer, in accordance with Article 104 of the Icelandic Act on Securities Transactions No. 108/2007, as amended. The statement, which was prepared and unanimously approved by the majority of the board, is summarized below:
The board has no reason to believe that the voluntary offer will have any direct effect on the company’s strategy or its management, personnel, or places of business, and it is also important to note that WDI has no intention of delisting Össur, which means Össur shares will continue to be traded on the stock market for the benefit of the shareholders.
The offer price has been determined with regards to the minimum legal requirements for WDI to ensure flexibility as a controlling shareholder in Össur, but is not intended to encourage shareholders to sell their shares. Thus, the board believes the determination of the offer price is understandable and reasonable.
When evaluating the offer price, shareholders are advised to pay attention to the company’s financial results and the management’s comment on its guidance.
The board believes other terms of the voluntary offer are normal, including payment terms and settlement. When making this assessment, the board has taken into account that Össur shares are traded on both NASDAQ OMX Copenhagen and NASDAQ OMX Iceland (unsponsored listing), as well as the challenges resulting from the Icelandic Act on Foreign Exchange No. 87/1992, as amended.
Niels Jacobsen, chairman of the board; Kristján Tómas Ragnarsson, vice-chairman of the board; and Ţórđur Magnússon, board member, have informed the board that they and their financially linked parties do not intend to accept WDI’s voluntary offer. Other board members and their financially linked parties do not hold any shares in Össur.
The board does not consider itself to be in a position to assess whether it is preferable for individual shareholders to accept the voluntary offer. That depends on shareholders’ own circumstances, their view of WDI as controlling shareholder of Össur, their assessment of the offer price, as well as other factors, including those mentioned in this statement.
The board also noted that it has not received an opinion from Össur’s employees on the effect of the voluntary offer on their employment.