COPENHAGEN, Denmark, May 30, 2002 (PRIMEZONE) -- Olicom A/S (OTCBB:OLCMF) today announced that it is offering to acquire all common shares held by holders of 1,000 or fewer shares for U.S. $1.10 in cash. The offer is to purchase all, but not less than all shares held by such shareholders. The offer represents a premium of 29% over the closing sale price of Olicom common shares as quoted by the OTC Bulletin Board on May 17, 2002. The last sale price for the shares as quoted by the Copenhagen Stock Exchange on May 17, 2002 was DKK 8.60 (which converts into U.S. $1.06 based on the exchange rate of the Danish Central Bank for converting Danish kroner into U.S. dollars in effect on such date). The offer is not being made to shareholders of Olicom who hold their shares through the Danish Securities Centre or whose shares are deposited outside of the United States. Olicom anticipates that its purchase of common shares pursuant to the offer should not exceed 425,000 shares.
In announcing the tender offer, Boje Rinhart, President and Chief Executive Officer of Olicom, stated: "Approximately 90% of Olicom's outstanding shares are currently deposited in accounts at the Danish Securities Centre, so as to facilitate the trading thereof on the Copenhagen Stock Exchange, or are deposited elsewhere outside of the United States."
Rinhart continued: "In view of the primary trading market for Olicom's shares being the Copenhagen Stock Exchange, the relatively small number of shareholders who are resident in the United States and the low volume of trading activity for the shares in the United States, Olicom believes that it is no longer in its best interest to bear the significant expense attendant to maintaining registration of its shares under United States securities laws."
The purposes of the offer are to enable holders of 1,000 or fewer shares to dispose of such shares without incurring brokerage commissions and to reduce the number of shareholders of Olicom resident in the United States. At such time as the number of holders of common shares resident in the United States decreases to less than 300, Olicom anticipates that it will terminate the registration of its shares under United States securities laws, which in turn will result in the shares ceasing to be quoted on the OTC Bulletin Board. Olicom anticipates maintaining the listing of its shares on the Copenhagen Stock Exchange and will continue to be subject to the reporting obligations of such exchange.
Olicom's offer is not subject to any financing condition, and the offer is scheduled to expire at 5 p.m., Eastern time on Wednesday, June 19, 2002, unless the offer is extended. The Information Agent for the offer is Mackenzie Partners, Inc.
IMPORTANT INFORMATION
Olicom has commenced an offer to purchase all common shares held by holders of 1,000 or fewer shares for U.S. $1.10 per share in cash, net to the seller in cash, without interest. The offer is not being made to shareholders of Olicom who hold their shares through the Danish Securities Centre or whose shares are deposited outside of the United States. The offer currently is scheduled to expire at 5:00 p.m., New York City time, on Wednesday, June 19, 2002. Olicom may extend the offer, as described in the Offer to Purchase. If the offer is extended, Olicom will notify the depositary for the offer and issue a press release announcing the extension on or before 9:00 a.m. New York City time on the next business day following the date the offer was scheduled to expire. Olicom reserves the right to extend or amend the offer at any time and from time to time, and to terminate the offer at any time. The complete terms and conditions of the tender offer are contained in the Offer to Purchase included in the tender offer statement to be filed today by Olicom with the U.S. Securities and Exchange Commission ("SEC"). Investors and security holders may obtain a free copy of the tender offer statement and other documents filed by Olicom with the SEC at the SEC's website at http://www.sec.gov. The tender offer statement may also be obtained by contacting MacKenzie Partners, Inc., the information agent for the offer, at (800) 322-2885 (toll free) or at (212) 929-5500 (collect) or by e-mail to: proxy@mackenziepartners.com.
This press release is neither an offer to purchase nor a solicitation of an offer to sell securities. The tender offer will be made only through an offer to purchase and related letter of transmittal. Investors and security holders are strongly advised to read the offer to purchase referred to in this press release, because it contains important information.
Forward-Looking Statements
This Press Release contains statements that constitute "forward-looking statements" within the meaning of Section 21E of the United States Securities Exchange Act of 1934, as amended. The United States Private Securities Litigation Reform Act of 1995 provides a "safe harbor" for 'forward-looking' information to encourage companies to provide prospective information about themselves without fear of litigation so long as the information is identified as 'forward-looking' and is accompanied by meaningful cautionary statements identifying important factors that could cause actual results to differ materially from those projected in the information. The words "anticipate", "believe", "should", "could" and "may" (or the negatives of such terms) and other similar expressions are used in connection with 'forward-looking' statements. These 'forward-looking' statements are based on information currently available to Olicom and are subject to a number of risks, uncertainties and other factors that could cause Olicom's actual results, performance, prospects or opportunities to differ materially from those expressed in, or implied by, these 'forward-looking' statements. There can be no assurance that 'forward-looking' statements will approximate actual experience. Olicom disclaims any obligation to update 'forward-looking' statements to reflect future events or revised expectations.
About Olicom A/S
Olicom initiates or participates in the development of new products and services that leverage leading-edge communications technologies, primarily with a focus on mobile data communication. Business opportunities are identified both through Olicom's internal research and through the solicitation of ventures with start-up companies, which are offered seed and venture financing and access to the Company's established business network and infrastructure. More information about Olicom is available from the Company's SEC filings or by contacting the Company directly. Information is also available on the Company's Web site at www.olicom.com. Olicom is a registered trademark.