Recommended cash offer by funds advised by Apax to acquire 100% of the shares of EVRY
* Voluntary offer for all outstanding shares of NOK 16.00 per share
* The offer price represents a premium of 53 percent to the volume weighted average share price for the six month period up to EVRY’s strategic process announcement on 27 August 2014
* Shareholders representing approximately 73.85 percent of the shares have undertaken to accept the offer
* The Board of Directors of EVRY has unanimously decided to recommend the company’s shareholders to accept the offer
EVRY ASA (“EVRY” or the “Company”) has entered into a transaction agreement (the “Transaction Agreement”) with Lyngen Bidco AS (the “Offeror”), a company indirectly owned by private equity funds advised by Apax Partners LLP (the “Apax Funds”), pursuant to which the Offeror will put forward a recommended voluntary cash offer at a price of NOK 16.00 per share (the “Offer Price”) for all of the issued and outstanding shares of EVRY (the “Offer”).
Posten Norge AS and Telenor Business Partner Invest AS, together representing 70.24 percent of the EVRY shares, have, on certain conditions, undertaken to accept the Offer for their shares in the Company. Folketrygdfondet, representing 3.15 percent of the EVRY shares have also, on certain conditions, undertaken to accept the Offer for its shares in the Company.
The Offer Price represents a premium of 31 percent to the closing price on 26 August 2014, the last trading day prior to the announcement by EVRY of its structured process to explore strategic opportunities, and a premium of 44 percent and 53 percent respectively to the volume weighted average share prices in the three and six month periods ending on 26 August 2014. The Offer values the total share capital of EVRY at approximately NOK 4.27 billion (excluding treasury stock).
The Board of Directors of EVRY (the ”Board") has unanimously decided to recommend to the Company’s shareholders to accept the Offer. In addition, members of the Board and the Executive Management Team who hold shares directly or through investment companies have undertaken to accept the Offer in respect of the shares they hold.
The Offer is the result of the structured process to explore various strategic opportunities initiated by the Board and announced in a stock exchange release on 27 August 2014. After careful consideration of available alternatives and interests received, the Board believes that the Offer provides the best solution to the Company and its shareholders.
Apax is one of the world’s leading private equity firms. It operates globally and has more than 30 years of investment experience. Apax has advised funds that total over €30 billion in aggregate. Funds advised by Apax invest in companies across four global sectors of Consumer, Healthcare, Services and Technology & Telecommunications. These funds provide long-term equity financing to build and strengthen world-class companies.
Apax’s considerable international IT services expertise will help EVRY to accelerate its strategy to develop the strong aspects of the business, including the bank and finance solutions portfolio, scaling up its focus on industry verticals in the Nordic countries and at the same time continue to strengthen its regional footprint. The Apax Funds will support EVRY’s strategy for its transformation to offer competitive next generation cloud-based IT operations and to pursue accretive M&A opportunities.
The Apax Funds will provide EVRY with financial backing, expertise and support for investments and acquisitions in accordance with EVRY’s long-term strategy for profitable growth.
EVRY will remain headquartered in Norway and preserve its Nordic heritage while adding scale and state of the art technology in order to compete efficiently in an increasingly global industry. EVRY’s strong brand recognition in the Nordics is a key component in the further growth of the Company.
Arve Johansen, Chairman of the Board of EVRY stated: “On the basis of an evaluation of how EVRY can improve deliveries for its customers even further and create greater value through strategic actions, the Board of Directors decided to initiate a structured process to explore various strategic opportunities, including a sale of the Company. Following this decision, the Board has completed thorough analyses and entertained discussions with a number of parties. It has been concluded that EVRY and its shareholders will benefit from the Offer from the Apax Funds. The Board believe that the Offer safeguards the interests of all of EVRY’s stakeholders and are confident that the Apax Funds is a solid new owner for EVRY. The Offer delivers a considerable cash premium to our shareholders and the Board considers the Offer Price to recognize the strategic value of EVRY. The Board has therefore unanimously resolved to fully support the Offer and unanimously recommend it to the shareholders.”
Salim Nathoo, Partner in the Technology & Telecommunications team at Apax, said, “EVRY is a leading Norwegian provider of IT Services with a well-established customer base, broad service offering and leading technical expertise. We fully support the vision and strategy outlined by EVRY`s management to further develop its leading competitive position and to execute on the strategy. We are excited to support EVRY`s journey to become the pan-Nordic IT Services champion.”
Rohan Haldea, Partner in the Technology & Telecommunications team at Apax, added, “We are impressed by the leading position of EVRY in Norway and Sweden and look forward to working with the management team and the employees to position EVRY to deliver accelerated growth and increased competitiveness. We support EVRY’s transformation plans to cement its leadership position through offering good customer service, operating competitive end-to-end solutions and investing in organic initiatives and accretive acquisitions.”
Terje Mjøs, CEO EVRY commented: “Technology is a strong contributor to economic growth, creating sizeable growth opportunities for the IT industry. Apax’s interest in EVRY confirms and emphasizes our growth prospects and the opportunities in our market space. I am confident that private ownership will benefit our next phase of profitable growth, and we are looking forward to accelerate and expand our strategy together with Apax to fulfil our ambitions.”
Indicative timetable for the Offer
The Offeror is in the process of preparing an offer document setting out the complete terms of the Offer (the “Offer Document”). The Offer Document will be sent to EVRY’s shareholders as soon as it has been reviewed and approved by Oslo Børs pursuant to Chapter 6 of the Norwegian Securities Trading Act. The Board’s recommendation will be included in the Offer Document.
Conditions to completion of the Offer
The Offer will not be subject to any financing or due diligence conditions. As will be further detailed and specified in the Offer Document, the completion of the Offer will be subject to the following conditions being satisfied or waived by the Offeror at its sole discretion, in whole or part:
(i) the Offer shall have been accepted by shareholders of EVRY representing (together with any shares acquired or agreed to be acquired by the Offeror other than through the Offer) more than 90 percent of the issued and outstanding share capital of EVRY,
(ii) all approvals required from regulatory authorities for completion of the Offer shall have been obtained,
(iii) there having occurred no material adverse change, as outlined in the Transaction Agreement, with respect to the Company and its subsidiaries, taken as a whole,
(iv) the written information provided by the Company to the Offeror, taken as a whole, was not materially inaccurate or materially misleading,
(v) the Board of EVRY shall not have amended or withdrawn its recommendation of the Offer,
(vi) no intervention shall have taken place by any court or other governmental or regulatory authority which restrains or prohibits the completion of the Offer, and
(viI) there shall have been no material breach by EVRY of the Transaction Agreement.
As part of the agreement with the Offeror, the Board has entered into certain undertakings not to solicit offers from third parties. Pursuant to the terms of the Transaction Agreement, the Board may however amend or withdraw its recommendation of the Offer in the event a superior competing offer is made and is not matched by the Offeror within five days of being provided with notice thereof. The superior competing offer must include an improvement of at least 10% on the Offer Price and be made on terms that the Board considers, in aggregate to be more favourable than the terms of the Offer. The same right to withdraw in the event of a superior competing offer is afforded individually to the pre-accepting shareholders. Any such amendment or withdrawal will permit the Offeror to withdraw from the Offer. The Transaction Agreement also provides for payment of cost compensation to the Offeror equal to MEUR 9 in the event the Offer should lapse e.g. following a successful superior competing offer.
Compulsory acquisition and delisting
Upon the Offeror completing the Offer, it will proceed with a mandatory offer for the remaining shares in EVRY pursuant to the provisions of the Norwegian Securities Trading Act.
As soon as possible following the acquisition of shares representing 90 per cent or more of the shares in EVRY, the Offeror will initiate compulsory acquisition of the remaining shares in EVRY. In connection hereto, the Offeror will seek to have the EVRY shares delisted from Oslo Børs.
Recommendation from independent competent advisor
The recommendation by the Board referred to herein and which will be included in full in the Offer Document is not a formal statement made pursuant to sections 6-16 and 6-19 of the Norwegian Securities Trading Act. As the Offer will be made in understanding with the Board pursuant to the Transaction Agreement, the Company has in consultation with Oslo Børs appointed SEB to provide an independent statement on the Offer in accordance with section 6-16 (4) of the Norwegian Securities Trading Act. The statement by SEB is expected to be issued in due course upon formal launch of the Offer, and no later than one week prior to expiry of the acceptance period for the Offer.
ABG Sundal Collier is acting as financial advisor to EVRY and has provided a fairness opinion to the Board. Schjødt is acting as legal advisor to EVRY.
Bank of America Merrill Lynch and DNB Markets are acting as financial advisors and Clifford Chance and Wiersholm are acting as legal advisors to the Offeror.
The information in this announcement is not intended to be exhaustive. For further information explicit reference is made to the Offer Document. This Offer Document will contain further details regarding the Offer, and the EVRY shareholders are advised to review the Offer Document in detail once published.
The Offer will not be made in any jurisdiction in which making of the Offer would not be in compliance with the laws of such jurisdiction. This announcement does not in itself constitute an offer. The Offer will be only be made on the basis of the Offer Document and can only be accepted pursuant to the terms thereof.
The information herein is subject to disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act.
Apax is one of the world’s leading private equity firms. It operates globally and has more than 30 years of investing experience. Apax has advised funds that have invested over €30 billion around the world in aggregate. Funds advised by Apax invest in companies across four global sectors of Consumer, Healthcare, Services and Technology & Telecommunications. These funds provide long-term equity financing to build and strengthen world-class companies. In the Technology & Telecommunications sector, funds advised by Apax have a successful track record, having invested more than €1.0 billion in IT services companies. IT services investments include Everis, Tivit, iGate-Patni and Global Logic. For further information about Apax, please visit www.apax.com.
EVRY is one of the leading IT companies in the Nordic countries, with a strong local and regional presence in 50 Nordic towns and cities. Through its knowledge, solutions and technology, EVRY contributes to the development of the information society of the future, and so creates value for the benefit of its customers and for society as a whole. EVRY combines in-depth industry knowledge and technological expertise with a local delivery model and international strength. EVRY has some 10,000 employees, and the Company is committed to demonstrating that Nordic customers are best served by a supplier that understands Nordic business from the inside. EVRY reports annual turnover approaching NOK 13 billion. The Company is listed on Oslo Børs and operates from headquarters at Fornebu in Bærum, with major activities in both the Norwegian and Swedish markets
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