IBAS - TENDER OFFER
18/11/2005
Kroll, Inc ("Kroll") and Ibas Holding ASA ("Ibas") has on 17 November 2005 entered into an agreement (the "Bid Agreement") pursuant to which Kroll will make a tender offer for all the shares in Ibas at an offer price of NOK 23.50 per share. The consideration shall be paid in cash.The transaction is supported by the Board of Directors of Ibas, and Ibas shareholders representing 7,273,639 shares (57.35% of the total number of shares) have made conditional pre acceptances to Kroll with respect to the tender offer.
Pursuant to the Bid Agreement, the launching of the tender offer is subject to Kroll completing a legal and financial due diligence investigation to Kroll's satisfaction. The completion of the tender offer will be subject to customary conditions such as:
- Kroll receiving acceptances for more than 90 percent of the Ibas shares,
- No changes of the share capital or corporate structure of the Ibas group, and no material disposal, acquisition or increase in liabilities,
- Kroll receiving the consents required from competent authorities on terms not unduly burdensome, and no competent competition authority shall in its final decision object to the completion of the tender offer or set conditions for the completion that are unduly burdensome,
- The receipt of any consents or waivers required for completion of the tender offer from material business partners of Ibas, and
- No material adverse change having occurred.
In Ibas Board's view it is positive for Ibas and its employees that the buyer is an industrial owner which can support the future development of Ibas.
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