Statement re INITIAL OFFER PERIOD TO AUGUST 10,...
August 3, 2011
Swiss Takeover Board FURTHER EXTENDS INITIAL OFFER PERIOD TO AUGUST 10, 2011 FOR
OFFER OF HARBOURVEST ACQUISITION FOR ABSOLUTE
* Swiss Takeover Board extends the Initial Offer Period of the HarbourVest
offer to August 10, 2011
* Right of withdrawal granted to shareholders who have already tendered into
the HarbourVest offer
* HarbourVest offer provides all shareholders with potential for full
realization no later than September 13, 2011
In relation to the public tender offer (the "HarbourVest Offer") by HarbourVest
Acquisition GmbH ("HarbourVest Acquisition") for all bearer shares of Absolute
Private Equity Ltd ("Absolute") currently in circulation, HarbourVest Partners,
LLC ("HarbourVest") and HarbourVest Global Private Equity Limited ("HVPE")
announce the extension of the initial offer period until August 10, 2011.
 Additionally, all Absolute shareholders who have already tendered their shares
into the HarbourVest Offer are granted the right to withdraw all or part of
their Absolute shares from the HarbourVest Offer, if they so choose, by
informing their depository banks in writing prior to the end of the Initial
Offer Period. These changes are in line with the order of the Swiss Takeover
Board (the "TOB") of August 2, 2011 (the "Order").
The TOB has taken the view that the partial public tender offer by ACP
Intermediate Acquisition S.Ã r.1. ("ACP") is not to be treated as a competing
offer. Â As a result, the Initial Offer Period for the HarbourVest Offer will
simply be extended by 5 trading days (until August 10) and the Initial Offer
Period for ACP's partial offer will only begin after the publication of the
definitive interim results of the HarbourVest Offer (such results to be
published presumably on August 16). Â The Order is available atwww.takeover.ch.
John Toomey, Managing Director of HarbourVest, said: "We support the TOB's
decision. Â Our initial offer of June 7 followed many months of working with the
board of Absolute to develop an offer that allows all shareholders interested in
immediate liquidity to tender their shares for cash. Â The recent announcements
by ACP and Alpine Select have created confusion in the market, but the reality
is that only HarbourVest's offer provides all shareholders with a path to
complete liquidity."
* Immediate Realization - HarbourVest supports initially continuing Absolute's
existing investment realization strategy. Â However, as an experienced
private equity manager for nearly 30 years, HarbourVest knows that full
realizations of a private equity portfolio typically take years to achieve.
 Therefore, HarbourVest believes that any shareholder interested in
liquidity should consider the benefit of a full realization today and tender
into the HarbourVest Offer.
* No Risk of Being Cut Back - HarbourVest's Offer for all shares, if
successful, is the only offer that provides Absolute shareholders seeking
liquidity with a complete solution. ACP's partial offer is only for 20% of
the Absolute shares. If ACP's offer was successful and more than 20% of the
shares were tendered, all tendering shareholders would be cut back on a pro-
rata basis.
* Attractive Offer Price - Despite the turmoil in the public markets,
HarbourVest Acquisition's offer price is $18.50 in cash per Absolute share
(the "Offer Price"), which values Absolute at $806 million. Â This represents
a price higher than the price at which any Absolute share had traded in
nearly three years prior to the announcement of this Offer Price.
* Support of Absolute's Board - In its Board Report, Absolute's Board of
Directors supports the HarbourVest Offer and recommends that Absolute
shareholders accept the HarbourVest Offer.
* Earlier Cash Settlement - Under the current timeline as ordered by the TOB,
the HarbourVest Offer would settle well in advance of the ACP offer.
* Future Uncertainty - Absolute's shares traded at relatively low volumes
prior to the pre-announcement of the HarbourVest Offer and, as such,
shareholders may have a reduced opportunity to dispose of their shares once
the HarbourVest Offer closes. Â Additionally, 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.
John Toomey, Managing Director of HarbourVest, further commented: "Our offer
provides all Absolute shareholders with a highly attractive cash price as well
as a clear opportunity to tender as many shares as they wish."
More information on the HarbourVest Offer is available
atwww.hvgpe.com/absolutetender.
The new timetable of the HarbourVest Offer is now expected to be as follows:
+--------------------------+---------------------------------------------------+
|August 10, 2011, 4 pm CEST|End of Initial Offer Period* |
+--------------------------+---------------------------------------------------+
|August 11, 2011 |Publication of the Preliminary Interim Results (in |
| |the electronic media)* |
+--------------------------+---------------------------------------------------+
|August 16, 2011 |Publication of the Definitive Interim Results (in |
| |the print media)* |
+--------------------------+---------------------------------------------------+
|August 17, 2011 |Start of the Additional Offer Period* |
+--------------------------+---------------------------------------------------+
|August 30, 2011, 4 pm CEST|End of the Additional Offer Period* |
+--------------------------+---------------------------------------------------+
|August 31, 2011 |Publication of the Preliminary End Results (in the |
| |electronic media)* |
+--------------------------+---------------------------------------------------+
|September 5, 2011 |Publication of the Definitive End Results (in the |
| |print media)* |
+--------------------------+---------------------------------------------------+
|September 13, 2011 |Latest Date for Settlement of the HarbourVest |
| |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#1535791]
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