PurusCo A/S (“PurusCo”) is pleased to announce that its tender offer to the shareholders of ISS A/S (“ISS”) has become unconditional and will be completed.
On 29 March 2005, EQT III and EQT IV and GS Capital Partners 2000, L.P., and certain affiliated funds, through PurusCo submitted a voluntary conditional public tender offer (the “Tender Offer”) for the total outstanding share capital of ISS. On 27 April 2005, the Board of Directors of ISS unanimously recommended that ISS shareholders accept the Tender Offer.
On 3 May 2005 at 8 pm (Danish time) the Tender Offer expired. At that time PurusCo owned or had received valid acceptances of the Tender Offer from ISS shareholders in respect of an aggregate of 43,108,624 ISS shares. The acceptance level corresponds to 91.55 per cent of the currently outstanding ISS shares, which PurusCo considers fully satisfactory.
Prior to expiry of the Tender Offer, PurusCo had obtained all necessary approvals from relevant competition authorities, including the European Commission, on terms satisfactory to PurusCo. Further, PurusCo considers all other conditions of the Tender Offer to have been satisfied.
Hence, PurusCo hereby confirms that all conditions of the Tender Offer have been satisfied or waived. On this basis, PurusCo has decided to complete the Tender Offer and acquire the shares with respect to which ISS shareholders have accepted the Tender Offer. Settlement will be effected as soon as possible, and PurusCo expects that settlement will take place on Thursday 12 May 2005, on which date the shareholders will receive payment for their ISS shares through the Danish Securities Centre (Værdipapircentralen).
Thereafter, PurusCo will submit a mandatory tender offer for the remaining shares in ISS, which PurusCo expects to publish on or around 13 May 2005.
As described in the offer document relating to the Tender Offer, PurusCo intends as soon as possible to initiate compulsory acquisition procedures in respect of all remaining shares in ISS and, in this regard, PurusCo will request the Board of Directors of ISS to convene an ex-traordinary general meeting for the purpose of, inter alia, adopting the necessary provisions in its articles of association regarding compulsory acquisition and other matters. In connection with the compulsory acquisition PurusCo will seek to delist the ISS shares from the Copenhagen Stock Exchange.
This announcement does not constitute an offer to sell or an invitation to purchase any securities or the solicitation of an offer to buy any securities, pursuant to the Tender Offer or otherwise. The Tender Offer has been made solely by the Tender Offer document, which contains the full terms and conditions of the Tender Offer, including details of how the Tender Offer may be accepted.
The availability of the Tender Offer to ISS shareholders who are not resident in and citizens of Denmark may be affected by the laws of the relevant jurisdictions in which they are located or of which they are citizens. Such persons should inform themselves of, and observe, any applicable legal or regulatory requirements of their jurisdictions. Further details in relation to overseas shareholders are contained in the Tender Offer document.
To the extent permissible under applicable securities laws and in accordance with nor-mal Danish market practice, PurusCo, or its affiliates, or its brokers (acting as agents) may from time to time make certain purchases of, or arrangements to purchase, ISS shares outside the United States, other than pursuant to the Tender Offer, before or during the period in which the Tender Offer remains open for acceptance. These pur-chases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. Any information about such purchases will be disclosed as required by applicable securities laws.