CareDx’s offer to the shareholders of Swedish Allenex has been accepted by shareholders holding an aggregate of 118,207,862 shares, corresponding to approximately 98.3% of the total number of shares in Allenex.
CareDx declares the offer unconditional and completes the offer. The settlement is expected to occur on or around April 13, 2016.
On December 16, 2015, CareDx announced a recommended public offer to the shareholders of Allenex to tender all their shares in Allenex to CareDx. On February 9, 2016, CareDx announced that the common stock component of the share based consideration alternatives had been revised. An offer document regarding the Offer was made public on March 7, 2016 and the acceptance period commenced on March 8, 2016. On March 29, 2016, the acceptance period was extended by five days to April 5, 2016 and on March 30, 2016, CareDx published a supplement to the Offer Document, whereby Allenex shareholders were, in accordance with Nasdaq Stockholm’s takeover rules, given the right to withdraw submitted acceptances by April 6, 2016.
As of April 6, 2016, shareholders in Allenex holding an aggregate of 118,207,862 shares, corresponding to approximately 98.3 percent of the total number of outstanding shares in Allenex, had accepted the Offer without withdrawing their acceptances. The Allenex majority shareholders Midroc Invest AB, FastPartner AB and Xenella Holding AB have tendered all their shares under the Deferred Consideration Alternative (as defined in the Offer Document). 569,363 shares have been tendered under the Mixed Consideration Alternative and 23,898,587 shares have been tendered under the All Cash Alternative, both of which are defined in the Offer Document.
All conditions for completion of the Offer as described in the Offer Document have been satisfied. CareDx does not have any prior holdings in Allenex and has not acquired any shares in Allenex outside of the Offer. CareDx does not hold financial instruments which give CareDx any financial exposure equivalent to a shareholding in Allenex.
CareDx does not extend the acceptance period and intends to initiate compulsory acquisition proceedings for the remaining shares in Allenex in accordance with the Swedish Companies Act and, in connection with such proceedings, will promote a de-listing of the Allenex shares from Nasdaq Stockholm.