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Cortendo plc Announces Provisional Results of Exchange Offer to Acquire Shares of Cortendo AB (Publ)NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION, IN WHOLE OR IN PART, DIRECTLY OF INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA (THE "UNITED STATES") (INCLUDING ITS TERRITORIES AND POSSESSIONS), ANY STATE OF THE UNITED STATES OR ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT. Cortendo plc today announced the provisional results of its exchange offer to acquire any and all issued ordinary shares of Cortendo AB (publ) ("Cortendo AB") in exchange for beneficial interests in ordinary shares of Cortendo plc in the form of depositary receipts (or, in the case of non-accredited investors located in the United States, in exchange for cash). These results indicate that, as of the expiration of the offer at 12:00 midnight, New York City time, at the end of September 3, 2015, in aggregate 206,044,011 shares representing 99.58% of the share capital of Cortendo AB on an issued and outstanding basis have been tendered into the offer. If these provisional results are confirmed by the receiving agents, DNB Bank A.S.A. and DNB Bank A.S.A., filial Sverige, in their final count, the minimum tender condition will be satisfied and Cortendo plc's offer will be successful. Cortendo plc anticipates announcing the definitive results of the exchange offer by 3:00 a.m., New York City time, on September 8, 2015. Cortendo believes that the settlement of the offer and delivery of the offer consideration in respect of Cortendo AB shares tendered in exchange for beneficial interests in ordinary shares of Cortendo plc in the form of depositary receipts will occur on or about September 8, 2015, and that delivery of the offer consideration in respect of Cortendo AB shares tendered by non-accredited holders located in the United States in exchange for cash will occur on or about September 14, 2015. Arctic Securities A.S. served as solicitation agent for the exchange offer. Disclaimers The information contained herein shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there by any sale of the securities referenced herein in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration, exemption from registration or qualification under the securities law of any such jurisdiction. In particular, the securities referenced in this press release have not been, and will not be, registered under the Securities Act or under the securities laws of any U.S. state and may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. The securities offered in the exchange offer may only be offered or sold (1) outside the United States to eligible holders in offshore transactionsin accordance with Regulation S under the Securities Act or (2) within the United States to U.S. accredited investors in accordance with Section 4(a)(2) of the Securities Act and under Rule 506(c) promulgated thereunder or another exemption from registration requirements of the Securities Act. Cortendo plc does not intend to register any portion of the offering described in this press release in the United States or conduct a public offering of such securities in the United States. Neither this press release nor any copy of it may be released in any jurisdiction in which such distribution would be unlawful or would require registration of securities or other measures. The distribution of this announcement into other jurisdictions may be restricted by law and persons into whose possession this announcement comes should inform themselves about, and observe, any such restrictions. The offering of securities is being made to investors in EEA Member States by means of a prospectus (prepared in compliance with the laws of Ireland) that may be obtained from Cortendo plc. This press release is an advertisement and not a prospectus for purposes of Directive 2003/71/EC (together with any applicable implementing measures in any Member State, the "Prospectus Directive"). A prospectus has been published by Cortendo plc in connection with the exchange offer between Cortendo plc and Cortendo AB and is available on Cortendo AB's website at www.cortendo.com. Investors should not subscribe for any securities referred to in this press release except solely on the basis of information contained in the prospectus published in connection with the exchange offer. In any EEA Member State other than Norway that has implemented the Prospective Directive, this communication is only addressed to and is only directed at investors who can receive the exchange offer without an approved prospectus in such EEA Member state. This press release contains forward-looking statements that involve substantial risks and uncertainties. All statements, other than statements of historical facts, contained in this press release, including statements regarding the success and consequences of the exchange offer, are forward-looking statements. These statements relate to future events and involve known and unknown risks, uncertainties and other factors which may cause Cortendo plc's or the Cortendo group's actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. The words "anticipate," "assume," "believe," "contemplate," "continue," "could," "estimate," "expect," "goal," "intend," "may," "might," "objective," "plan," "potential," "predict," "project," "positioned," "seek," "should," "target," "will," "would," or the negative of these terms or other similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. These forward-looking statements are based on current expectations, estimates, forecasts and projections and are not guarantees of future performance or development and involve known and unknown risks, uncertainties and other factors. Actual results or events could differ materially from the plans, intentions and expectations disclosed in the forward-looking statements made in this press release. As a result, any or all of the forward-looking statements in this press release may turn out to be inaccurate. Cortendo plc or the Cortendo group may not actually achieve the plans, intentions or expectations disclosed in these forward-looking statements, and investors should not place undue reliance on these forward-looking statements. Moreover, Cortendo plc operates in a highly competitive and rapidly changing environment in which new risks often emerge. It is not possible for Cortendo plc's management to predict all risks, nor can Cortendo plc assess the impact of all factors on its business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements Cortendo plc may make. Cortendo plc's forward-looking statements do not reflect the potential impact of any future acquisitions, mergers, dispositions, joint ventures or investments the Cortendo group may make. The forward-looking statements contained in this press release are made as of the date of this press release, and Cortendo plc does not assume any obligation to update any forward-looking statements except as required by applicable law. This information was brought to you by Cision http://news.cision.com View source version on businesswire.com: http://www.businesswire.com/news/home/20150903006658/en/ |
