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LONDON - Kondor AI PLC, a technology company, has announced that its takeover offer for Ora Technology PLC has been declared unconditional following the receipt of overwhelming shareholder support. At the Kondor Annual General Meeting held on Monday, shareholders approved all resolutions necessary to move forward with the acquisition.
The agreement, initially announced on March 21, 2025, outlined an all-share offer for Kondor to acquire a majority stake in Ora Technology. The deal was structured as a takeover offer, with Kondor offering 0.9848 of its own shares for every Ora share.
As of the evening of Sunday, April 15, Kondor had received valid acceptances of the offer in respect of approximately 61.98% of Ora’s existing issued share capital. This surpassed the threshold required for the offer to become unconditional. The acceptances included significant commitments from Ora’s directors and certain shareholders, who had provided irrevocable undertakings to accept the offer.
The Kondor Board has now received the necessary shareholder authorizations to issue and allot the Consideration Shares and Ora Exchange Warrants as part of the acquisition terms. With the conditions met, the offer has been declared unconditional, and withdrawal rights are no longer exercisable.
The offer will remain open for acceptance until further notice, with at least 14 calendar days’ notice to be given before it is closed. Ora shareholders who have not yet accepted the offer are encouraged to do so promptly, following the procedures detailed in the Offer Document.
Settlement for the consideration due to Ora shareholders who have accepted the offer will be processed within 14 calendar days of receipt of a complete and valid acceptance. For acceptances already received and complete as of April 16, 2025, settlement will occur within the same timeframe from this date.
Looking ahead, if Kondor secures acceptances and/or acquires 90% or more of the Ora shares, the company intends to exercise its rights to acquire the remaining shares compulsorily. Remaining Ora shareholders may then become minority shareholders in the now majority-controlled entity, potentially without the opportunity to sell their shares on comparable terms in the future.
This announcement, based on a press release statement, marks a significant step in the consolidation of the technology sector, with Kondor AI expanding its market presence through the strategic acquisition of Ora Technology.
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