Nets A/S: Nets receives takeover offer
(Thomson Reuters ONE) -
Company announcement
No. 26/2017
Nets receives takeover offer
Evergood 5 AS (the "Offeror"), a newly formed company controlled by funds
managed and advised by Hellman & Friedman LLC has today announced that it will
submit a voluntary recommended public takeover offer (the "Offer") to buy the
entire share capital of Nets A/S ("Nets" or the "Company") for DKK 165 per share
in cash (the "Offer Price")
* The offer represents a 27% premium to the share price of Nets on 30 June
2017, the day before Nets confirmed it had received takeover approaches, and
a 35% premium to the Volume Weighted Average Price of DKK 122 per share
during the six months ended 30 June 2017
* Shareholders representing 46.0% of Nets' share capital have agreed to accept
the offer
* The Board of Directors has decided to recommend that Nets' shareholders
accept the Offer when made, following careful consideration of all options
available
Inge Hansen, Chairman of Nets said: "We believe the offer represents attractive
value to Nets' shareholders. Hellman & Friedman approached us in June, following
which we received a number of other expressions of interest and held discussions
with selected parties. Having considered all options available to us, including
continuing as a listed company, we are satisfied that the cash offer of DKK 165
per share to all shareholders is the most attractive alternative available. We
believe Hellman & Friedman is a responsible, growth oriented owner who will be
able to take a long-term strategic approach to the development of Nets to the
benefit of our stakeholders."
Background
On 1 July 2017 (company announcement 22/2017), Nets confirmed that it had been
approached by potential buyers and was reviewing its options. On 1 September
2017 (company announcement 25/2017), Nets further confirmed that discussions
were still ongoing regarding a potential takeover offer. The discussions started
with the Board of Directors receiving a proactive non-binding approach and it
has since carefully considered all expressions of interest in the company as
well as other strategic options in the best interest of
shareholders. Discussions have been held with multiple parties and resulted in
one binding and attractive offer, as announced today, from the Offeror.
The Offeror
The Offer is being made by Evergood 5 AS, a newly formed company controlled by
funds managed and advised by Hellman & Friedman (the "H&F Funds"). The
consortium behind Evergood 5 AS will consist of H&F Funds, GIC Private Limited
(investing through Eiffel Investment Pte Ltd (a nominated investment vehicle of
GIC Special Investments Pte Ltd)) and funds managed and/or advised by Advent
International Corporation ("Advent") and Bain Capital Private Equity (Europe)
LLP ("Bain") respectively (and certain other indirect minority co-investors,
including Sampo PLC, funds managed and advised by StepStone Group LP and a fund
managed by Fisher Lynch Capital LLC).
Board recommendation and acceptance from other shareholders
Today, Nets has entered into an agreement with the Offeror, whereby the Offeror,
subject to certain conditions, has agreed to make a voluntary recommended all-
cash offer to acquire all of the outstanding shares of Nets.
The Board of Directors of Nets has decided to recommend the shareholders to
accept the Offer when made and will in accordance with Section 23 of the
Takeover Order (bekendtgørelse nr. 562 af 2. juni 2014 om overtagelsestilbud)
publish a statement in respect of the Offer upon publication of the final offer
document as approved by the Danish Financial Supervisory Authority. James
Brocklebank and Robin Marshall, being members of the Board of Directors
representing AB Toscana (Luxembourg) Investment S.à r.l. abstained from taking
part in the Board of Directors' deliberations and voting in relation to the
Offer and the entering into of the aforesaid agreement.
Nets' shareholders AB Toscana (Luxembourg) Investment S.à r.l., controlled
directly or indirectly by funds managed and/or advised by Advent and Bain
respectively and GIC Pte Ltd., have, subject to certain conditions, irrevocably
agreed to accept the Offer in relation to all of their shares in the Company.
Furthermore, the members of the Board of Directors, Executive Management and
other members of the Executive Committee have irrevocably agreed, subject to
certain conditions, to tender their shares at the Offer Price when the offer
document is published. At the time of this announcement, shareholders
representing in total 46.0% of the Company's share capital have agreed to accept
the Offer.
Offer process and conditions
The announcement of the Offeror's decision to make the Offer is attached and is
hereby published in accordance with Section 4(1) in the Executive Order on
Takeover Bids (bekendtgørelse nr. 562 af 2. juni 2014 om overtagelsestilbud).
The Offer will be conducted in accordance with Danish law and the terms and
conditions of the Offer will be set out in an offer document, which will be
published by the Offeror upon approval by the Danish Financial Supervisory
Authority and no later than 4 weeks from the date of this announcement.
The offer will be conditional on, inter alia, customary merger clearance and
regulatory approvals and offer acceptance from more than 90% of the share
capital and voting right of Nets. A full list of conditions will be included in
the offer document.
Completion of the Offer is expected to be in Q1 2018.
Financial guidance
Nets full year 2017 guidance is unchanged compared to the statement in the Q2
2017 company announcement of 17 August 2017, except the guidance relating to
special items which is changed from DKK 200 million to approx. DKK 230 million.
The increase relates entirely to costs associated with the takeover offer.
Advisors
J.P. Morgan and Nordea are acting as joint financial advisors to Nets and
Gorrissen Federspiel is acting as legal advisor to Nets.
Investor conference call
In connection with this announcement, Nets will host an investor conference call
on Monday, 25 September 2017 from 10:00 am CET. The conference call can be
followed live via http://edge.media-server.com/m/p/oook36b9.
Dial-in details for investors and analysts:
Participants, DK: +45 38 32 28 69
Participants, UK: +44(0)20 3427 1919
Participants, US: +1646 254 3365
Confirmation code: 1414876
Press conference
Nets will host a press conference on Monday, 25 September 2017, 11:00 am CET.
The press conference will take place at Gorrissen Federspiel, Axeltorv 2
Copenhagen V.
On behalf of the Board of Directors of Nets A/S,
Inge K. Hansen
Chairman
For further information, please contact:
For media enquiries:
Søren Winge, Head of Press Relations at + 45 29 48 26 46 or swing(at)nets.eu
For investor enquiries:
Lars Oestmoe, Head of M&A and IR at +47 91 34 71 77 or lostm(at)nets.eu
Information on Nets
Nets is a leading provider of digital payment services and related technology
solutions across the Nordic region. Nets sits at the centre of the digital
payments ecosystem and operates a deeply entrenched network, which connects
merchants, corporate customers, financial institutions and consumers enabling
them to make and receive payments as well as, increasingly, utilise value-added
services to help them improve their respective activities.
Information on Hellman & Friedman LLC
Hellman & Friedman LLC ("H&F") is a leading private equity investment firm with
offices in San Francisco, New York, and London. Since its founding in 1984, H&F
has raised over USD 35 billion of committed capital and invested in more than
80 companies. The firm focuses on investing in superior business franchises and
serving as a value-added partner to management in select industries including
business & information services, software, retail & consumer, internet & media,
financial services, healthcare, and industrials and energy. Through 14
acquisitions, H&F has contributed approximately USD 5 billion to the highly
regulated financial services industry, managing regulated assets and building
premier franchises such as NASDAQ OMX and Nasdaq, Franklin Resources, Gartmore
Group and most recently Allfunds Bank. In addition, H&F has contributed
approximately USD 6.4 billion to software and technology businesses, such as
Verisure Securitas Direct, Scout24, TeamSystem, Nielsen, IRIS Software and SSP.
For more information on Hellman & Friedman, please visit www.hf.com.
Disclaimer
This announcement is not directed at shareholders of Nets A/S whose
participation in the conditional public takeover offer described above (the
"Offer") would require the issuance of an offer document, registration or other
activities other than what is required under Danish law. No action has been (or
will be) taken other than in Denmark to permit a public offer in any
jurisdiction where action would be required for that purpose. The Offer and this
announcement are not and will not be made, directly or indirectly, to
shareholders resident in any jurisdiction in which the submission of the Offer
and or this announcement or acceptance thereof would contravene the law of such
jurisdiction. Accordingly, neither this announcement nor any other material
regarding the Offer may be distributed in any jurisdiction outside Denmark if
such distribution would require any registration, qualification or other
requirement in respect of any offer to purchase or sell securities or distribute
documents or advertisements in respect thereof. Any person acquiring possession
of this announcement or any other document referring to the Offer is expected
and assumed to obtain on his or her own accord any necessary information on any
applicable restrictions and to comply with such restrictions.
This announcement does not constitute an offer or invitation to purchase any
securities in Nets A/S or a solicitation of an offer to buy any securities,
pursuant to the Offer or otherwise. The Offer will be made solely by means of an
offer document approved by the Danish Financial Supervisory Authority, which
will contain the full terms and conditions of the Offer, including details of
how the tender offer may be accepted. Shareholders in Nets A/S are advised to
read the offer document and the related documents when published as they will
contain important information.
The Offer will be subject to disclosure requirements under Danish law, which are
different from those of the United States. The Offer will be made in the United
States pursuant to an exemption from certain US tender offer rules provided by
Rule 14d-1(d) under the US Securities Exchange Act of 1934, as amended (the
"Exchange Act") and in compliance with Section 14(e) of the Exchange Act. The
Offer will be subject to Danish procedural requirements, including with respect
to withdrawal rights, offer timetable, settlement procedures and timing of
payments that are different from those applicable under US domestic tender offer
procedures and law.
It may be difficult for shareholders to enforce their rights and any claim
arising out of the US federal securities laws, since the Offeror and Nets A/S
are located in a non-US jurisdiction, and some or all of their officers and
directors may be residents of a non-US jurisdiction. Shareholders may not be
able to sue a non-US company or its officers or directors in a non-US court for
violations of the US securities laws. Further, it may be difficult to compel a
non-US company and its affiliates to subject themselves to a US court's
judgement.
The receipt of cash pursuant to the Offer by shareholders who are US taxpayers
may be a taxable transaction for US federal income tax purposes and under
applicable US state and local, as well as foreign and other tax laws. Each
shareholder is urged to consult his or her independent professional adviser
regarding the tax consequences of the Offer.
In accordance with normal Danish practice and pursuant to Rule 14e-5(b) of the
Exchange Act, the Offeror or its nominees, or its brokers (acting as agents or
in a similar capacity), may from time to time make certain purchases of, or
arrangements to purchase, Nets A/S shares outside the United States, other than
pursuant to the Offer, before or during the period in which the Offer remains
open for acceptance. These purchases may occur either in the open market at
prevailing prices or in private transactions at negotiated prices. Any
information about such purchases will be announced through Nasdaq Copenhagen A/S
and relevant electronic media if, and to the extent, such announcement is
required under applicable Danish law, rules or regulations.
Forward looking statements
Matters discussed in this announcement may constitute forward-looking
statements. Forward-looking statements are statements that are not historical
facts and that can be identified by words such as "believe", "expect",
"anticipate", "intends", "estimate", "will", "may", "continue", "should", and
similar expressions. The forward-looking statements in this announcement are
based upon various assumptions, many of which are based, in turn, upon further
assumptions. Although Nets believes that these assumptions were reasonable when
made, these assumptions are inherently subject to significant known and unknown
risks, uncertainties, contingencies and other important factors that are
difficult or impossible to predict and are beyond its control. Such risks,
uncertainties, contingencies and other important factors could cause actual
events to differ materially from the expectations expressed or implied in this
release by such forward-looking statements. The information, opinions and
forward-looking statements contained in this announcement speak only as at its
date, and are subject to change without notice.
Attachment
Announcement of recommended all-cash takeover offer for Nets A/S by the Offeror.
2017 0925 0824 Company announcement FINAL_OCR:
http://hugin.info/173023/R/2136407/817605.pdf
This announcement is distributed by Nasdaq Corporate Solutions on behalf of Nasdaq Corporate Solutions clients.
The issuer of this announcement warrants that they are solely responsible for the content, accuracy and originality of the information contained therein.
Source: Nets A/S via GlobeNewswire
Unternehmensinformation / Kurzprofil:
Datum: 25.09.2017 - 08:50 Uhr
Sprache: Deutsch
News-ID 561058
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contact information:
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