Statement re ANNOUNCEMENT OF THE DEFINITIVE INT...
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.
August 16, 2011
ANNOUNCEMENT OF THE DEFINITIVE INTERIM RESULT OF HARBOURVEST'S PUBLIC TENDER
OFFER FOR ABSOLUTE
* 39.4 MILLION SHARES TENDERED REPRESENTING OVER 90% OF ABSOLUTE SHARES
* ADDITIONAL Offer PERIOD WILL RUN FROM 17 AUGUST UNTIL 30 AUGUST
HarbourVest Partners, LLC ("HarbourVest"), HarbourVest Global Private Equity
Limited ("HVPE"), and the board of Absolute Private Equity Ltd ("Absolute" and
the "Absolute Board") are pleased to announce that a total of 39,409,765 shares
of Absolute have been tendered to HarbourVest Acquisition GmbH ("HarbourVest
Acquisition") under the public tender offer published on 7 June 2011 (the
"HarbourVest Offer") for all publicly held bearer shares of Absolute. Taking
into account the capital reduction of CHF 15'300'000 by way of cancellation of
the 1'530'000 Absolute Shares held by Absolute resolved upon by the shareholders
meeting of Absolute on May 26, 2011 which is now completed, the tenders amount
to 90.425% of all Absolute Shares and voting rights issued and outstanding as of
the date of this release.
John Toomey, managing director of HarbourVest, commented: "We are thrilled by
this result and believe the high take-up by Absolute shareholders shows the fair
value of our offer. Â HarbourVest's secondary team has expertise in finding
unique transactions and providing creative sources of liquidity for private
equity investors, and this transaction exemplifies this."
There will be an additional offer period from 17 August 2011 until 30 August
2011, 4pm CEST. Â Absolute shareholders who wish to accept (and have not yet
formally accepted) the HarbourVest Offer are urged to take action as soon as
possible. Â The prospectus and related documents are available
atwww.hvgpe.com/absolutetender.
It is important to note that the Swiss Takeover Board (the "TOB") ordered upon
request of ACP Acquisition GmbH on August 15, 2011 that ACP Acquisition GmbH is
allowed to withdraw its public partial tender offer for 20% of the Absolute
Shares ("ACP Offer"). Such withdrawal is subject to the HarbourVest Offer being
consummated. HarbourVest and the Absolute Board, as well as the TOB (see recital
4 of the TOB's order of August 15, 2011) are very confident that the remaining
conditions to the HarbourVest Offer will be satisfied and the HarbourVest Offer
will be consummated no later than on September 13, 2011. As a consequence,
Absolute shareholders who have not yet tendered their Absolute shares into the
HarbourVest Offer would no longer have the opportunity to tender their Absolute
shares into the ACP Offer.
Following settlement of the HarbourVest Offer, HarbourVest Acquisition intends
to have the Absolute 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. Â Additionally, given the current tender level, HarbourVest plans to
squeeze-out any remaining minority shareholders in order to operate Absolute as
a privately-held entity.
The transaction is expected to be completed in September 2011. Â HarbourVest has
been advised by Bank Vontobel AG, Debevoise & Plimpton LLP and Pestalozzi
Attorneys at Law Ltd.
HarbourVest Acquisition is a special purpose vehicle and includes HarbourVest's
secondary fund, Dover Street VII L.P., and HVPE.
Enquiries:
Fishburn Hedges
Michelle James/Alastair Tel: +44 (0) 20 7839 4321
Fairbrother 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
lthaxter@harbourvest.com
Absolute Private Equity Ltd
Thomas Amstutz Tel.: +41 (0)43
888 63 00thomas.amstutz@aiservices.ch
Notes to Editors:
About HarbourVest Partners, LLC:
HarbourVest 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 1984,
HarbourVest has been a leading buyer of private equity assets, acquiring $8
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 US$30Â billion to funds managed by HarbourVest. It
currently has 236 employees in its Boston office and London, Hong Kong, and
Tokyo subsidiaries.
About 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. Â HVPE is
registered as an investment institution with the Netherlands Authority for the
Financial Markets. Â 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. Â It invests
in and alongside HarbourVest-managed funds which focus on primary partnership
commitments, secondary investments, and direct investments in operating
companies. Â HVPE is advised by HarbourVest Advisers L.P., an affiliate of
HarbourVest Partners, LLC.
About Absolute Private Equity Ltd:
Absolute is an investment company incorporated in Switzerland and listed on the
SIX Swiss Exchange. The company's objective is to realize compounded returns in
excess of those available through conventional investments in the public equity
markets. The company primarily invests in private funds, across various sectors
of the private equity market focusing on US, European and other international
buyout and venture capital funds.
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. Â 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")). Â 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 HarbourVest Offer will not be made, directly or indirectly, in any country
or jurisdiction (each, a "Restricted Territory") in which the HarbourVest Offer
would be illegal or would otherwise violate any applicable law or ordinance, or
which would require HarbourVest Acquisition to change the terms or conditions of
the HarbourVest 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 HarbourVest Offer to any
Restricted Territory. Documents relating to the HarbourVest 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. Â Absolute
will provide to its shareholders documents relating to the HarbourVest Offer in
accordance with applicable law, except to shareholders resident in any
Restricted Territory.
United States
The HarbourVest 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 pre-
announcement, the offer prospectus and any other offering materials with respect
to the HarbourVest 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. HarbourVest Acquisition
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
HarbourVest Offer that HarbourVest Acquisition or its agents believe has been
made in or from the United States will be invalidated. HarbourVest Acquisition
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#1538568]
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