Statement re Amendment of acquisition offer
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE
OR IN PART TO US PERSONS OR IN, INTO OR WITHIN THE UNITED STATES (INCLUDING ITS
TERRITORIES AND POSSESSIONS), CANADA, AUSTRALIA OR JAPAN OR ANY OTHER
JURISDICTION IN WHICH ITS RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE
UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OF SECURITIES OR THE
SOLICITATION OF AN OFFER TO ACQUIRE SECURITIES IN THE UNITED STATES, CANADA,
AUSTRALIA OR JAPAN OR IN ANY OTHER SUCH JURISDICTION.
14 July 2011
HARBOURVEST ACQUISITION GMBH
INCREASES OFFER PRICE FOR ALL BEARER SHARES
OF ABSOLUTE PRIVATE EQUITY LTD TO $18.50
* Increased Offer price is $18.50 PER ABSOLUTE SHARE, which VALUES ABSOLUTE AT
$806Â million
* OFFER is fully funded and AVAILABLE TO ALL SHAREHOLDERS
* INITIAL OFFER PERIOD extended to 21 JULY 2011
* Absolute's Board of Directors Recommends thAT SHAREHOLDERS ACCEPT THE OFFER
HarbourVest Partners, LLC ("HarbourVest"), a leading global private equity firm,
and HarbourVest Global Private Equity Limited ("HVPE"), a closed-end investment
company, are pleased to announce an increased offer price in the public tender
offer (the "Offer") by HarbourVest Acquisition GmbH ("HarbourVest Acquisition")
for all bearer shares of Absolute Private Equity Ltd ("Absolute") currently in
circulation. Â Absolute is an investment company located in Zug, Switzerland and
listed on SIX Swiss Exchange ("SIX"). HarbourVest Acquisition is a special
purpose vehicle which is to be held by HarbourVest-managed secondary funds,
together with HVPE.
The Offer price is increased from $17.25 to $18.50 cash per Absolute share (the
"Offer Price"). The increased Offer Price represents a premium of approximately
7.2% to the closing price of the Absolute shares of $17.25 on 13 July 2011.
 Absolute's Board of Directors continues to support the Offer and recommends
that Absolute's shareholders accept the Offer at the attractive increased price.
"The increase in the Offer Price from $17.25 to $18.50 provides all Absolute
shareholders a highly attractive cash price that is higher than the price at
which any shares have traded in nearly three years. Â We remain committed to
working with Absolute to provide an offer that benefits all shareholders and our
funds, and we are confident that the Offer Price has a strong likelihood of
achieving a high level of acceptance." said John Toomey, Managing Director of
HarbourVest.
Subsequent to the issuance of the revised Offer, the initial offer period will
be extended by one day and will now terminate on 21 July 2011. Acceptances of
the Offer should be received no later than 4.00pm (CEST) on 21 July 2011.
The Offer remains subject to a minimum acceptance level of 50.01% and other
customary conditions. At a 100% acceptance level, the transaction values
Absolute at $806 million. As described in the prospectus and the amendment to
the prospectus, an independent review body has confirmed that the required funds
will be available from HarbourVest Acquisition.
HarbourVest wishes to remind shareholders that Absolute's shares have traded at
relatively low volumes prior to the pre-announcement of the Offer. Â As such,
shareholders may have a reduced opportunity to dispose of their shares once the
Offer closes and, if the Offer is not successful, there is a risk that
Absolute's share price may drop with significantly reduced trading volume and
the discount to NAV may widen to past levels.
The amendment to the prospectus is available at www.hvgpe.com/absolutetender.
Additional Information about the Offer
HarbourVest Acquisition's ultimate intention is to secure control of Absolute
with a view to initially continuing the existing investment realization
strategy, which was implemented by the Board of Absolute in late 2008, when it
decided not to make new commitments to private equity investments. Subject to
the outcome of the Offer and regulatory issues, HarbourVest Acquisition will
seek to operate Absolute as a privately-held entity. Following settlement of the
Offer, HarbourVest Acquisition intends to have the Board be composed of three
members, one of whom shall be Thomas Amstutz and two of whom, including the
chairman of the Board, shall be designated by the group of entities ultimately
managed and controlled by HarbourVest (the "HarbourVest Group").
The transaction is expected to be completed in the third quarter of 2011. The
HarbourVest Group has been advised by Debevoise & Plimpton LLP and Pestalozzi
Attorneys at Law Ltd.
Indicative Timetable
+-------------------------+----------------------------------------------------+
|21 July 2011, 4 pm CEST |End of Initial Offer Period* |
+-------------------------+----------------------------------------------------+
|22 July 2011 |Publication of the Preliminary Interim Results of |
| |the Offer (in the electronic media)* |
+-------------------------+----------------------------------------------------+
|27 July 2011 |Publication of the Definitive Interim Results of the|
| |Offer (in the print media)* |
+-------------------------+----------------------------------------------------+
|28 July 2011 |Start of the Additional Offer Period* |
+-------------------------+----------------------------------------------------+
|11 August 2011, 4 pm CEST|End of the Additional Offer Period* |
+-------------------------+----------------------------------------------------+
|12 August 2011 |Publication of the Preliminary End Results of the |
| |Offer (in the electronic media)* |
+-------------------------+----------------------------------------------------+
|17 August 2011 |Publication of the Definitive End Results of the |
| |Offer (in the print media)* |
+-------------------------+----------------------------------------------------+
|25 August 2011 |Latest Date for Settlement of the Offer* |
+-------------------------+----------------------------------------------------+
* In case of an extension of the Initial Offer Period, the timetable shall be
adapted accordingly.
Enquiries:
Fishburn Hedges
Michelle James/Alastair Fairbrother Tel: +44 (0) 20 7839 4321
HVPE@fishburn-hedges.co.uk
Farner Consulting AG
Urs Knapp/Maurus Staubli Tel.: +41 (0) 44 266 67 67
harbourvest@farner.ch
HarbourVest / HVPE
Laura Thaxter Tel.: +1 (617) 348 3695
Notes to Editors:
About HarbourVest Partners, LLC:
HarbourVest Partners, LLC is an independent global private equity firm that
invests in venture capital, buyout, mezzanine debt, and distressed debt through
primary partnerships, secondary purchases, and direct investments. Since 1986,
HarbourVest has been a leading buyer of private equity assets, acquiring
$8Â billion of assets in over 350 deals of all stages, types, vintages, and
geographies and working with all types of sellers, including financial
institutions, corporations, pension plans, government entities, endowments, and
family offices. This flexibility enables HarbourVest to offer sellers of private
equity comprehensive liquidity solutions. Over the years, more than 300
institutional investors throughout the U.S., Canada, Europe, Latin America, and
Asia have committed over $30Â billion to funds managed by HarbourVest. It
currently has more than 230 employees in its Boston office and London, Hong
Kong, and Tokyo subsidiaries.
About HarbourVest Global Private Equity Limited:
HarbourVest Global Private Equity Limited ("HVPE") is a Guernsey-incorporated
closed-end investment company which has a dual listing on both the London Stock
Exchange and Euronext Amsterdam. HVPE is registered as an investment institution
with the Netherlands Authority for the Financial Markets. HVPE is designed to
offer shareholders long-term capital appreciation by investing in a private
equity portfolio diversified by geography, by stage of investment, by vintage
year, and by industry. It invests in and alongside HarbourVest-managed funds
which focus on primary partnership commitments, secondary investments, and
direct investments in operating companies. HVPE is advised by HarbourVest
Advisers L.P., an affiliate of HarbourVest.
This announcement is for information purposes only and does not constitute or
form part of any offer to issue or sell, or the solicitation of an offer to
acquire, purchase or subscribe for, any securities in any jurisdiction. In
particular, this announcement does not constitute or form part of any offer to
issue or sell, or the solicitation of an offer to acquire, purchase or subscribe
for, any securities in the United States of America, its territories and
possessions, any state of the United States of America and the District of
Columbia (the "United States") or to US Persons (as defined in Regulation S
under the US Securities Act of 1933, as amended ("US Persons")). Neither this
announcement nor any copy of it may be taken, released, published or
distributed, directly or indirectly to US Persons or in or into the United
States, Canada, Australia or Japan, or any jurisdiction where such action would
be unlawful.
General
The Offer will not be made, directly or indirectly, in any country or
jurisdiction (each, a "Restricted Territory") in which the Offer would be
illegal or would otherwise violate any applicable law or ordinance, or which
would require HarbourVest Acquisition GmbH (the "Offeror") to change the terms
or conditions of the Offer in any way, to submit any additional filing to, or to
perform any additional action in relation to, any governmental, regulatory or
legal authority. It is not intended to extend the Offer to any Restricted
Territory. Documents relating to the Offer must not be distributed in or sent to
any Restricted Territory. Any such documents must not be used for the purpose of
soliciting the sale or purchase of securities by any person or entity resident
or incorporated in any Restricted Territory. The Offer has not yet commenced.
Once the Offer commences, if at all, Absolute will provide to its shareholders
documents relating to the Offer in accordance with applicable law, except to
shareholders resident in any Restricted Territory.
United States
The Offer will not be made directly or indirectly in, into or by use of the mail
of, or by any means or instrumentality of interstate or foreign commerce of, or
any facilities of a national securities exchange of, the United States and may
only be accepted outside the United States. This includes, but is not limited
to, facsimile transmission, telex or telephone or electronic transmission by way
of the internet or otherwise. This press release, the Prospectus and any other
offering materials with respect to the Offer must not be distributed in or sent
to the United States and must not be used for the purpose of soliciting the sale
or purchase of any securities of Absolute from anyone in the United States.
Offeror is not soliciting the tender of securities of Absolute by any holder of
such securities in the United States. Absolute securities will not be accepted
from holders of such securities in the United States, including agents,
fiduciaries or other intermediaries acting on a non-discretionary basis for
holders giving instructions from within the United States. Any purported
acceptance of the Offer that Offeror or its agents believe has been made in or
from the United States will be invalidated. Offeror reserves the absolute right
to reject any and all acceptances determined by it not to be in the proper form
or the acceptance of which may be unlawful.
United Kingdom
This press release is not an invitation nor is it intended to be an inducement
to engage in investment activity for the purposes of the restrictions on
financial promotion set out in Section 21 of the Financial Services and Markets
Act 2000 of the United Kingdom (the "FSMA"). To the extent that this press
release does constitute an inducement to engage in any investment activity, it
is directed only at: (i) persons who are outside the United Kingdom, (ii)
persons who are investment professionals within the meaning of Article 19(5) of
the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as
amended) of the United Kingdom (the "Financial Promotion Order"); (iii) persons
who fall within Articles 49(2)(a) to (d) ("high net worth companies,
unincorporated associations etc.") and Article 43(2) of the Financial Promotion
Order; and (iv) any other persons to whom this press release can lawfully be
communicated without breaching the prohibition on financial promotion in Section
21 of FSMA or any other relevant legislation (all such persons together being
referred to as "relevant persons"). This press release must not be acted on or
relied upon by persons other than relevant persons. Any invitation or inducement
to engage in any investment activity included within this press release is
available only to relevant persons and will be engaged in only with relevant
persons. Anyone other than a relevant person must not rely on this press
release.
HVPE is registered with the Netherlands Authority for the Financial Markets as a
collective investment scheme which may offer participations in The Netherlands
pursuant to article 2:66 of the Financial Markets Supervision Act (Wet op het
financieel toezicht). All investments are subject to risk. Past performance is
no guarantee of future returns. Prospective investors are advised to seek expert
legal, financial, tax and other professional advice before making any investment
decision. The value of investments may fluctuate. Results achieved in the past
are no guarantee of future results.
This announcement is issued by HarbourVest and HVPE, which is registered with
the Netherlands Authority for the Financial Markets and whose registered address
is at Anson Place, Mill Court, La Charroterie, St Peter Port, Guernsey GY1 1EJ.
© 2011 HarbourVest Partners, LLC and HarbourVest Global Private Equity Limited.
All rights reserved.
This announcement is distributed by Thomson Reuters on behalf of
Thomson Reuters clients. The owner of this announcement warrants that:
(i) the releases contained herein are protected by copyright and
other applicable laws; and
(ii) they are solely responsible for the content, accuracy and
originality of the information contained therein.
Source: HarbourVest Global Private Equity Limited via Thomson Reuters ONE
[HUG#1530935]
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