According to today’s announcement by Silvio Denz, his stake in Lalique Group – taking account of the Lalique Group shares held by him and by people acting in mutual agreement with him, as well as those shares tendered to him as part of the voluntary public tender offer – totalled 57% of all Lalique Group shares at the expiration of the additional offer period on 16 July 2024, subject to the completion of the offer.
The anchor shareholders Müller Handels AG Schweiz, Dharampal Satyapal Limited, Hansjörg Wyss and Claudio Denz, who together hold 42.67% of Lalique Group shares, have each concluded separate non-tender agreements with Silvio Denz, as previously announced, and they intend to retain their respective stakes in Lalique Group after the planned delisting.
The voluntary public tender offer is expected to close on 19 July 2024.
Full details of the public tender offer are available on the offeror’s website at: www.silviodenz-offer.com
Media contact
Lalique Group SA
Elle Steinbrecher
Head of Communication & PR
Grubenstrasse 18
CH-8045 Zurich
Phone: +41 43 499 45 58
e-mail: elle.steinbrecher@lalique-group.com
Lalique Group
Lalique Group is a niche player in the creation, development, marketing and global distribution of luxury goods. Its business areas comprise perfumes, cosmetics, crystal, jewellery, high-end furniture and lifestyle accessories, along with art, gastronomy and hospitality as well as single malt whisky. Founded in 2000, the company employs around 810 staff and has its headquarters in Zurich. The Lalique brand, from which the Group derives its name, was created in Paris in 1888 by the master glassmaker and jewellery designer René Lalique. The registered shares of Lalique Group (LLQ) are listed on SIX Swiss Exchange.
Further information is available at: www.lalique-group.com
This press release is for informational purposes only and does not constitute an offer to buy or a solicitation of an offer to sell any securities of Lalique Group and it does not constitute a prospectus or a similar notice within the meaning of articles 35 et seqq. or 69 of the Swiss Financial Services Act. Complete terms and conditions of the offer are set forth in the offer prospectus which was published on 31 May 2024 (the "Offer Prospectus"). Holders of shares in Lalique Group are urged to carefully read the Offer Prospectus because it contains important information about the offer. This announcement is not for publication, release or distribution in or into or from any jurisdiction where it would otherwise be prohibited and does not constitute an offer of securities for sale in such countries. Please also refer to "Legal Disclaimers" below.
Legal Disclaimers
Forward-Looking Statements
This announcement contains forward-looking statements. Forward-looking statements are information of a non-historical nature or which relate to future events and are subject to risks and uncertainties. No assurance can be given that the transactions described herein will be consummated or as to the ultimate terms of any such transactions. The offeror undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information or future events or for any other reason.
Important Additional Information
This release is for informational purposes only and does not constitute, or form part of, any offer or invitation to sell or issue, or any solicitation of any offer, to purchase or subscribe for any registered shares or other equity securities in Lalique Group, nor shall it form the basis of, or be relied on in connection with, any contract therefor. This release is not part of the offer documentation relating to the tender offer. The terms and conditions of the tender offer have been published in the Offer Prospectus. Shareholders of Lalique Group are urged to read the tender offer documents, which are or will be available at www.silviodenz-offer.com.
Certain Offer Restrictions
The public tender offer (the "Offer") is not being and will not be made, directly or indirectly, in any country or jurisdiction in which it would be considered unlawful or otherwise violate any applicable laws or regulations, or which would require Silvio Denz or any of the companies controlled by him to change or amend the terms or conditions of the Offer in any way, to make an additional filing with any governmental, regulatory or other authority or take additional action in relation to the Offer.
It is not intended to extend the Offer to any such country or jurisdiction. Any document relating to the Offer must neither be distributed in any such country or jurisdiction nor be sent into such country or jurisdiction, and must not be used for the purpose of soliciting the purchase of any securities of Lalique Group SA by any person or entity resident or incorporated in any such country or jurisdiction.
The communication is not being made by, and has not been approved by, an authorised person for the purposes of Section 21 of the Financial Services and Markets Act 2000 in the United Kingdom.
Reference is made to the Offer Prospectus published today for full offer restrictions and an overview of certain key differences with U.S. tender offer procedures and laws.
Notice to U.S. Holders
Shareholders of the Company in the United States (the "U.S.") are advised that the registered shares of Lalique Group SA ("Lalique Shares") are not listed on a U.S. securities exchange and that the Company is not subject to the periodic reporting requirements of the U.S. Securities Exchange Act of 1934, as amended (the "Exchange Act"), and is not required to, and does not, file any reports with the U.S. Securities and Exchange Commission (the "SEC") thereunder.
The Offer is being made for the registered shares of the Company, a Swiss company whose shares are listed on the SIX Swiss Exchange Ltd. ("SIX"), and is subject to Swiss disclosure and procedural requirements, which are different from those of the United States.
The Offer is being made in the United States pursuant to Section 14(e) of, and Regulation 14E under, the Exchange Act, subject to the exemption provided under Rule 14d-1(c) under the Exchange Act for a tier I tender offer (the "Tier I Exemption"), and otherwise in accordance with the requirements of Swiss law. Accordingly, the Offer is subject to disclosure and other procedural requirements, including with respect to withdrawal rights, Offer timetable, settlement procedures, waiver of conditions, timing of payments and procedural requirements that are different from those applicable under U.S. tender offer procedures and laws. Holders of Lalique Shares resident in the United States (each a "U.S. Holder") are urged to consult with their own legal, financial and tax advisors (including with respect to Swiss law) regarding the Offer.
To the extent permissible under applicable law or regulations, the Offeror and its affiliates or its brokers and its brokers’ affiliates (acting as agents for the Offeror or its affiliates, as applicable) may from time to time after the date of this Offer Prospectus and during the pendency of the Offer, and other than pursuant to the Offer, directly or indirectly purchase or arrange to purchase Lalique Shares or any securities that are convertible into, exchangeable for or exercisable for Lalique Shares. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. To the extent information about such purchases or arrangements to purchase is made public in Switzerland, such information will be disclosed by means of a press release or other means reasonably calculated to inform U.S. Holders of the Company of such information. In addition, the financial advisers to the Offeror may also engage in ordinary course trading activities in securities of the Company, which may include purchases or arrangements to purchase such securities. To the extent required in Switzerland, any information about such purchases will be made public in Switzerland in the manner required by Swiss law.
In particular, the financial information, any financial statements or figures included or referenced in this Offer Prospectus have been prepared in accordance with the applicable accounting standards of, or recognized in, Switzerland, which may not be comparable to the financial statements or financial information of U.S. companies. The Offer is being made to U.S. Holders on the same terms and conditions as those made to all other shareholders of the Company to whom an offer is made. Any informational documents, including this Offer Prospectus, are being disseminated to U.S. Holders on a basis comparable to the method that such documents are provided to the Company’s other shareholders.
As permitted under the Tier I Exemption, the settlement of the Offer is be based on the applicable Swiss law provisions, which differ from the settlement procedures customary in the United States, particularly as regards to the time when payment of the consideration is rendered. The Offer, which is subject to Swiss law, is being made to U.S. Holders in accordance with the applicable U.S. securities laws, and applicable exemptions thereunder, in particular the Tier I Exemption. To the extent the Offer is subject to U.S. securities laws, those laws only apply to U.S. Holders of Lalique Shares and will not give rise to claims on the part of any other person. U.S. Holders should consider that the Offer Price for the Offer is being paid in CHF and that no adjustment will be made based on changes in the exchange rate.
It may be difficult for the Company’s shareholders to enforce their rights and any claim they may have arising under the of U.S. federal securities laws, since the Offeror and the Company are located in a non-U.S. jurisdiction, and some or all of their officers and directors may be residents of a non-U.S. jurisdiction. Company shareholders may not be able to sue the Offeror or the Company or their officers or directors in a non-U.S. court for violations of the U.S. securities laws. Further, it may be difficult to compel the Offeror and the Company and their respective affiliates to subject themselves to a U.S. court's judgment.
The receipt of cash pursuant to this Offer by a U.S. Holder may be a taxable transaction for U.S. federal income tax purposes and under applicable U.S. state and local laws, as well as foreign and other tax laws. Each holder of Lalique Shares is urged to consult his or her independent professional advisor immediately regarding the tax consequences of an acceptance of the Offer.
Neither the SEC nor any securities commission of any State of the U.S. has (i) approved or disapproved of the Offer; (ii) passed upon the merits or fairness of the Offer; or (iii) passed upon the adequacy, accuracy or completeness of the disclosure in relation to the Offer. Any representation to the contrary is a criminal offence in the United States.
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