As previously announced in the notice regarding compulsory redemption published on 7 April 2025 (the “Compulsory Redemption Notice“), ECIT Napoleon TopCo ApS (CVR no. 45272265) (“ECIT“) decided to exercise its right to initiate a compulsory redemption of the shares held by the remaining minority shareholders in SameSystem A/S (CVR no. 31487927) (“SameSystem“) in accordance with Sections 70–72 of the Danish Companies Act (the “Compulsory Redemption“).
In accordance with the terms of the Compulsory Redemption Notice, ECIT has now completed the Compulsory Redemption. The Compulsory Redemption was completed at a price of DKK 2.165393 for each SameSystem share with a nominal value of DKK 0.01, and payment was made in cash (the “Compulsory Redemption Consideration“), as also set forth and described in the Compulsory Redemption Notice.
The Compulsory Redemption Consideration corresponds to the same price per SameSystem share as previously offered to, and consequently received by, former shareholders in SameSystem as consideration in connection with the sale to ECIT as per the closing completed on 13 February 2025, excluding transaction costs. Following the closing of the transaction on 13 February 2025, ECIT has acquired 99.45 % of the shares in SameSystem.
On this basis and pursuant to Section 72 (3) of the Danish Companies Act, it is hereby notified to the now compulsorily redeemed minority shareholders in SameSystem (the “Redeemed SameSystem Shareholders“) that the Redeemed SameSystem Shareholders may, within three (3) months after this notice, meaning no later than 12 August 2025, request a valuation expert – who shall be appointed by the court at SameSystem’s registered office – to review and determine the Compulsory Redemption Consideration paid in connection with the Compulsory Redemption.
This right will be forfeited after 12 August 2025.
The costs associated with any valuation of the Compulsory Redemption Consideration shall be borne by the Redeemed SameSystem Shareholder requesting such valuation. However, the court may order ECIT to pay the costs in full or in part if the valuation determined by the valuation expert results in a higher consideration than the Compulsory Redemption Consideration offered by ECIT.
Versions
This notice has been prepared in both Danish and English. In case of discrepancies between the Danish and the English version, the Danish version shall prevail.
Copenhagen, Denmark, 12 May 2025
ECIT Napoleon TopCo ApS
