Vinge advises Oy Karl Fazer Ab (“Fazer”) in connection with the contemplated de-merger of Cloetta Fazer AB (publ) (“Cloetta Fazer”) that was announced in a press release today. Through the de-merger, Cloetta Fazer creates the two future companies Cloetta and Fazer Confectionery. The new Cloetta intends to apply for a listing on the OMX Nordic Exchange Stockholm. Fazer Confectionery, i.e. the remaining Cloetta Fazer, will be consolidated in the privately held Fazer Group.
The de-merger will be carried out in several steps. Initially, the new Cloetta will be distributed as dividend to the shareholders in Cloetta Fazer. The distribution of shares as dividend is carried out according to the so-called Lex ASEA rules.
Furthermore, Fazer announces a public offer to the shareholders of the remaining Cloetta Fazer. The offer consists of a cash part of SEK 202 and 0.92 shares of class B in the new Cloetta for each share in Cloetta Fazer, which upon full acceptance in the Offer represents a consideration of in total approximately SEK 2.5 billion and approximately 11.5 million shares of class B in the new Cloetta. The intention is to successfully complete the de-merger by January 2009.
The partners Göran Nyström, Fredrik Dahl and Mattias Schömer together with the associates Dain Nevonen and Emil Hedberg advise Fazer in connection with the de-merger of the current Cloetta Fazer and the public offer to the shareholders in the remaining Cloetta Fazer.