Nets A/S: Nets receives takeover offer
| Company announcement |
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."
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 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.
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.
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
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,
For further information, please contact:
For media enquiries:
Søren Winge, Head of Press Relations at + 45 29 48 26 46 or email@example.com
For investor enquiries:
Lars Oestmoe, Head of M&A and IR at +47 91 34 71 77 or firstname.lastname@example.org
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.
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.
Announcement of recommended all-cash takeover offer for Nets A/S by the Offeror.