ACQ publishes prospectus for its initial public offering on Nasdaq Stockholm

NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, IN FULL OR PART, DIRECTLTY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN, OR ANY OTHER JURISDICTION IN WHICH THE PUBLICATION, DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL OR REQUIRE REGISTRATION OR ANY OTHER MEASURES. OTHER RESTRICTIONS ARE APPLICABLE. PLEASE SEE ”IMPORTANT INFORMATION” AT THE END OF THE PRESS RELEASE.

ACQ Bure AB (publ) (”ACQ” or the ”Company”), a Swedish acquisition company established on the initiative of Bure Equity AB (publ) (”Bure”), announced on 9 March 2021 its intention to launch an initial public offering on Nasdaq Stockholm. The Company today publishes a prospectus for the offering (the ”Offering”).

The Offering in brief

The price in the Offering has been set to SEK 100 per share (the “Offer Price”).
The Offering comprises 34,800,000 newly issued shares in ACQ.
The newly issued shares are expected to provide the Company with proceeds of approximately SEK 3.5 billion before issue costs.
Bure, AMF Pensionsförsäkring, the Fourth Swedish National Pension Fund (AP4), AMF Fonder, SEB Fonder and SEB-Stiftelsen (the ”Cornerstone Investors”) have, on the same terms as other investors, undertaken to subscribe for shares in the Offering. The Cornerstone Investors respective undertakings entail that they after the Offering will own shares corresponding to 20.0 per cent, 10.9 per cent, 10.0 per cent, 8.6 per cent, 5.7 per cent and 4.9 per cent respectively, that is 60.0 per cent in total, of the total outstanding shares in the Company after the Offering, provided that the Offering is fully subscribed.
The Offering consists of an offer to institutional investors in Sweden and abroad, as well as an offer to the general public in Sweden.
The first day of trading on Nasdaq Stockholm is expected to be 25 March 2021 and the shares will trade under the symbol “ACQ”.

Prospectus and application
The prospectus (English and Swedish) are published on ACQ’s website (www.acq.se), SEB’s website for prospectuses (www.sebgroup.com/prospectuses) and Avanza’s website (www.avanza.se). Applications can be made on the online platforms of SEB and Avanza.

Preliminary timetable

Application period for the general public in Sweden:	16 – 23 March 2021
Application period for institutional investors:	16 – 24 March 2021
First day of trading on Nasdaq Stockholm:	25 March 2021
Settlement date:	29 March 2021

Advisors
Skandinaviska Enskilda Banken AB (publ) (”SEB”) is acting as Sole Global Coordinator and Bookrunner in the Offering. Advokatfirman Cederquist KB and Nord Advokater are legal advisors to ACQ. Avanza Bank AB (publ) acts as Retail Manager together with SEB in relation to the Offering.

About ACQ
ACQ is a Swedish acquisition company, a so-called Special Purpose Acquisition Company (SPAC), established on the initiative of Bure. The purpose of ACQ is to raise capital through an initial public offering and within 36 months thereafter acquire an unlisted company which, through ACQ, after review and approval, will be listed on Nasdaq Stockholm.

ACQ’s investment strategy is to identify and complete an acquisition of a company that can create value for the shareholders over time. Potential target companies primarily include unlisted, sustainable, Nordic high-quality companies with an enterprise value of approximately SEK 3-7 billion and which are operating in markets with great potential or in niche markets where the target company has a leading position.

Bure will be the so-called sponsor of ACQ and will own 20 per cent of the total outstanding shares in ACQ after the Offering with the intention of being a long-term principal owner in ACQ. As sponsor and initiator, Bure has also subscribed for sponsor warrants (the ”Sponsor Warrants”) in ACQ, which can be exercised for subscription of shares no earlier than five years, and no later than ten years after the issue. The number of Sponsor Warrants is expected to correspond to 12 per cent of the total outstanding shares in the Company after the Offering. Each Sponsor Warrant entitles to subscription of one (1) share in the Company at a subscription price of 130 per cent of the price per share in the Offering, but the Company has the option to apply an alternative exercise model which entails that less capital will be contributed to the Company and that fewer new shares will be issued.

The initiative with ACQ is a natural next step in Bure’s development of its investment activities as it increases Bure’s opportunities to acquire larger unlisted companies and thereby gain access to a new selection of investment targets. The initiative has been enabled by Nasdaq Stockholm’s new SPAC regulations which became effective on 1 February 2021.

ACQ considers that Bure’s large network, in combination with Bure’s understanding and knowledge of transactions, private and public markets as well as the valuation dynamics on these markets, make Bure well suited to identify and evaluate attractive acquisition opportunities on behalf of ACQ.

More information about ACQ is available on the Company’s website, www.acq.se.

About Bure
Bure is an investment company with its headquarters in Stockholm and is listed on Nasdaq Stockholm since 1993. Through actively developing a diversified portfolio of professionally managed companies and businesses, Bure aims to create value and returns to its shareholders. Bure’s investments as of 15 March 2021 consists of twelve portfolio companies – the majority technology-based with a strong focus on international markets.

Important information

This announcement is not an offer, or an invitation, to acquire or subscribe for any securities of ACQ Bure AB (publ) (the “Company”).

Copies of this announcement are not being made and may not be distributed or sent into the United States, Australia, Canada, Japan or any other jurisdiction in which such distribution would be unlawful or would require registration or other measures.

Any offering of the securities referred to in this announcement will be made by means of a prospectus. This announcement is not a prospectus for the purposes of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market, and repealing Directive 2003/71/EC (together with any related implementing and delegated regulations, the “Prospectus Regulation”). Investors should not invest in any securities referred to in this announcement except on the basis of information contained in the aforementioned prospectus.

In any EEA Member State other than Sweden, and in the United Kingdom (each, a “Relevant State”) this communication is only addressed to and is only directed at qualified investors in that Relevant State within the meaning of the Prospectus Regulation, i.e., only to investors who can receive the offer without an approved prospectus in such Relevant State.

The securities referred to in this announcement have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), and accordingly may not be offered or sold in the United States absent registration or an exemption from the registration requirements of the Securities Act and in accordance with applicable U.S. state securities laws. The Company does not intend to register any offering in the United States or to conduct a public offering of securities in the United States.

Copies of this announcement are not being, and should not be, distributed in or sent into the United States. The securities described herein have also not been and will not be registered under the applicable securities laws of Australia, Canada or Japan and, subject to certain exemptions, may not be offered or sold in or into or for the account or benefit of any person having a registered address in, or located or resident in Australia, Canada or Japan. There will be no public offering of the securities described herein in Australia, Canada or Japan.

This communication and any materials in relation to the securities described herein are only being distributed to and is only directed at persons in the United Kingdom that (i) have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Order”) ; (ii) are persons falling within Article 49(2)(a) to (d) (“high net worth companies, unincorporated associations etc.”) of the Order, (iii) are outside the United Kingdom, or (iv) are persons to whom an invitation or inducement to engage in investment activity (within the meaning of section 21 of the Financial Services and Markets Act 2000 (“FSMA”)) in connection with the issue or sale of any securities may otherwise lawfully be communicated or caused to be communicated (all such persons together being referred to as “Relevant Persons”). This communication must not be acted on or relied on by persons who are not Relevant Persons. Any investment or investment activity to which this communication relates is available only to Relevant Persons and will be engaged in only with Relevant Persons. Persons distributing this communication must satisfy themselves that it is lawful to do so.

Matters discussed in this announcement may constitute forward-looking statements. Forward-looking statements are statements that are not historical facts and may be identified by words such as “believe,” “expect,” “anticipate,” “intends,” “estimate,” “will,” “may,” “continue”, “should” and similar expressions. The forward-looking statements in this release are based upon various assumptions, many of which are based, in turn, upon further assumptions. Although the Company believes that these assumptions were reasonable when made, these assumptions are inherently subject to significant known and unknown risks, uncertainties, contingencies and other important factors which are difficult or impossible to predict and are beyond its control. Such risks, uncertainties, contingencies and other important factors could cause actual events to differ materially from the expectations expressed or implied in this release by such forward-looking statements. The information, opinions and forward-looking statements contained in this announcement speak only as at its date and are subject to change without notice. The Company does not undertake any obligation to review, update, confirm or release publicly any revisions to any forward-looking statements to reflect events that occur or circumstances that arise in relation to the content of this communication.