AOL Announces Recommended All Cash Offer for TradeDoubler
Appealing Offer Combines Attractive Premium with Long-Term Vision for TradeDoubler
Acquisition to Enhance AOL’s Online Advertising Business in Europe
January 15, 2007 - NEW YORK, DULLES, VA. and STOCKHOLM – AOL LLC, a majority-owned subsidiary of Time Warner Inc. (NYSE:TWX), today announces a cash tender offer (through an indirectly wholly owned subsidiary) to acquire TradeDoubler AB (SSE:TRAD), a European provider of online marketing and sales solutions, for SEK 215 per share. The total value of the proposed transaction is approximately SEK 6,332 million or about US $900 million, for all TradeDoubler shares (including warrants that are subject to the offer).
TradeDoubler’s Board of Directors unanimously recommends that its shareholders accept the offer. In addition, shareholders representing in aggregate approximately 20% of the outstanding shares, including TradeDoubler’s largest shareholder, Arctic Ventures, have irrevocably undertaken to accept the offer.
Jeff Bewkes, President and Chief Operating Officer of Time Warner, said: “We’re pleased to make such an appealing offer to TradeDoubler shareholders. Not only does our offer provide an attractive premium valuation, but it also will enable TradeDoubler to play a key role in our strategic focus on growing our online advertising business in Europe. With AOL and Advertising.com, we have built a robust online advertising business in Europe, and TradeDoubler will help us accelerate the growth of this business.”
Randy Falco, Chairman and CEO of AOL LLC, said: “This investment provides a unique opportunity for both TradeDoubler and us to capitalize on the continued rapid growth in online advertising and e-commerce in Europe. We believe that TradeDoubler will be complementary with our other businesses, especially with our third-party advertising network – Advertising.com. We look forward to working with the great people at TradeDoubler to offer European online marketers the broadest range of advertising solutions and Web sites the most comprehensive set of monetization opportunities.”
Recommended Cash Offer of SEK 215 per share in TradeDoubler
AOL LLC (“AOL”), through its indirect wholly owned subsidiary Goldcup D 2389 AB (with a proposed change of name to AOLS Holdings AB) (“AOLS Holdings”), a Swedish private limited liability company, today announces a public cash offer to the holders of all issued and outstanding shares and warrants of TradeDoubler AB (publ) (“TradeDoubler”) to tender all TradeDoubler ordinary shares and warrants of series 2004/2007 and series 2006/2010 (other than warrants held by TradeDoubler or any of its subsidiaries that are not allocated as of the date hereof in respect of employee compensation programs1) to AOLS Holdings (the “Offer”). TradeDoubler is listed on the Stockholm Stock Exchange (Stockholmsbörsen) (the “SSE”). AOL is a majority-owned subsidiary of Time Warner Inc. (“Time Warner”).
* AOLS Holdings is offering SEK 215 per share in TradeDoubler (the “Offer Price”).
* AOLS Holdings is also offering SEK 1,215 and SEK 39.50 for each warrant of series 2004/2007 and series 2006/2010, respectively. 2
* The Offer Price represents a premium of 20% relative to the average volume weighted share prices of the TradeDoubler shares on the SSE for the ninety trading-day period prior to January 15, 2007, and a premium of 37% to the TradeDoubler share price on the SSE of SEK 156.50 on the first trading day after TradeDoubler third-quarter earnings were released on October 27, 2006.
* TradeDoubler’s Board of Directors unanimously recommends the Offer.
* Shareholders representing in the aggregate approximately 20% of the issued and outstanding share capital and voting rights in TradeDoubler have irrevocably undertaken to accept the Offer.
* The acceptance period for the Offer is expected to run from the week of January 22, 2007 to the week of February 19, 2007. Settlement of the Offer is expected to begin approximately a week after the end of the acceptance period.
Background and Reasons for the Offer
AOL has substantial experience in the e-commerce and internet advertising industry. A key part of AOL’s strategy has been to capitalize on the growth in online advertising and e-commerce. In 2004, AOL acquired Advertising.com, the largest display advertising network in the United States, with a presence in eight European countries. Advertising.com connects advertisers with online advertising inventory by purchasing this inventory from publishers, and using its proprietary optimization technology to determine the optimal advertising to display on each individual inventory placement. Advertising.com provides measurable results for advertisers through its display and video networks as well as its search engine management and lead generation services.
Founded in 1999 and public since the completion of its IPO in 2005, TradeDoubler is a European provider of online marketing and sales solutions. AOL believes that a successful combination of Advertising.com and TradeDoubler will capitalize on their complementary positions in the online advertising marketplace. The combination of Advertising.com and TradeDoubler will provide advertisers with a more comprehensive range of marketing solutions and offer publishers a broad selection of monetization opportunities, both in Europe and in the United States.
In connection with the preparation of the Offer, AOL has conducted limited confirmatory due diligence on TradeDoubler.
AOLS Holdings is offering SEK 215 in cash for each TradeDoubler ordinary share and SEK 1,215 and SEK 39.50 in cash for each TradeDoubler warrant of series 2004/2007 and series 2006/2010, respectively. Pursuant to an exemption received from the Swedish Securities Council (Ruling 2006:59), the Offer is not being made in respect of any warrants currently held by TradeDoubler or any of its subsidiaries that are not allocated as of the date hereof in respect to employee compensation programs. Accordingly, the Offer is being extended in respect of (i) 94,391 warrants in the 2004/2007 series and (ii) 867,300 warrants in the 2006/2010 series. The Offer Price and the prices offered for the warrants are subject to adjustment should TradeDoubler pay any dividend or make any other value transfer (värdeöverföring) prior to the settlement of the Offer.
No commission will be charged to holders of TradeDoubler ordinary shares and warrants in the Offer.
The Offer Price represents a premium of 20% relative to the average volume weighted share prices of the TradeDoubler shares on the SSE for the ninety trading-day period prior to January 15, 2007, and represents a premium of 37% to the TradeDoubler share price on the SSE of SEK 156.50 on the first trading day after TradeDoubler third-quarter earnings were released on October 27, 2006. In addition, the Offer Price represents a premium of 9% to the closing share price of the TradeDoubler shares on the SSE of SEK 198 on January 12, 2007, the last trading day before the announcement of the Offer.
The total value of the Offer amounts to SEK 6,332 million (based on 28,015,287 ordinary shares outstanding and 94,391 warrants of series 2004/2007 and 867,300 warrants of series 2006/2010 that are allocated in employee compensation programs).
None of Time Warner, AOL or AOLS Holdings currently owns or controls any TradeDoubler ordinary shares or warrants.
Recommendation from TradeDoubler’s Board of Directors
The Board of Directors of TradeDoubler unanimously recommends that holders of all issued and outstanding TradeDoubler ordinary shares and warrants accept the Offer.
Agreement with TradeDoubler
AOL and TradeDoubler entered into an Offer Agreement on January 14, 2007, pursuant to which AOL has agreed to make the Offer, subject to the terms and conditions described herein. TradeDoubler has recommended the Offer to the holders of TradeDoubler ordinary shares and warrants. The parties have also agreed to cooperate and take all actions necessary or advisable to consummate and make effective the Offer, including but not limited to, the fulfillment of the conditions to the Offer. TradeDoubler has also agreed not to solicit, initiate, seek or encourage any inquiry, proposal or offer from or initiate any discussions or negotiations from a third party for TradeDoubler. Nothing in the Offer Agreement restrains the Board of Directors of TradeDoubler from taking all actions necessary to comply with its fiduciary duties.
Undertakings to Accept the Offer
AOLS Holdings has received firm irrevocable undertakings from Arctic Ventures, Felix Hagnö and related parties, Martin Lorentzon and related parties, Magnus Emilson and related parties, and certain members of the senior management of TradeDoubler, holding in the aggregate approximately 20% of the issued and outstanding share capital and voting rights in TradeDoubler, to accept the Offer and tender all of their TradeDoubler shares and warrants in accordance with the Offer.
Conditions to the Offer
Completion of the Offer is conditional upon:
* (i) the Offer being accepted to the extent that AOLS Holdings becomes the owner of more than 90 percent of the total number of shares in TradeDoubler on a fully diluted basis;
* (ii) that no other party announces an offer to acquire shares in TradeDoubler on terms that are more favorable than the Offer to the shareholders in TradeDoubler;
* (iii) with respect to the Offer and the acquisition of TradeDoubler, receipt of all necessary regulatory, governmental or similar clearances, approvals and decisions, including from competition authorities, in each case on terms which, in AOLS Holdings’ opinion, are acceptable;
* (iv) neither the Offer nor the acquisition of TradeDoubler is wholly or partly prevented or materially adversely affected by any legislation or other regulation, court decision, public authority decision or similar circumstance, which is actual or could reasonably be anticipated, outside the control of AOLS Holdings and which AOLS Holdings could not reasonably have foreseen at the time of the announcement of the Offer;
* (v) that, save as publicly announced by TradeDoubler prior to the date the Offer was announced or as otherwise disclosed in writing to AOLS Holdings prior to that date, AOLS Holdings does not discover that any information publicly disclosed by TradeDoubler or otherwise made available to AOLS Holdings is materially inaccurate or misleading or that any material information which should have been publicly disclosed by TradeDoubler has not been so disclosed;
* (vi) there being no circumstances, which AOLS Holdings did not have knowledge about at the time of the announcement of the Offer, that have occurred that have a material adverse effect upon TradeDoubler’s sales, results, liquidity, assets or equity; and
* (vii) that TradeDoubler does not take any measures that typically are intended to impair the prerequisites for the implementation of the Offer.
AOLS Holdings reserves the right to withdraw the Offer made in the event that it is clear that any of the above conditions are not fulfilled or cannot be fulfilled. However, with regard to conditions (iii)-(vii), such withdrawal will only be made provided that the defective fulfillment of such condition is of material importance to AOLS Holdings’ acquisition of shares in TradeDoubler.
AOLS Holdings reserves the right to waive, in whole or in part, one or more of the conditions above in accordance with applicable laws and regulations, including, with respect to condition (i) above, to complete the Offer at a lower level of acceptance.
The Offer is not subject to any conditions concerning the availability of financing.
Description of Time Warner, AOL and AOLS Holdings
Time Warner Inc. (NYSE: TWX) is a leading media and entertainment company, whose businesses include interactive services, cable systems, filmed entertainment, television networks and publishing – including an array of the most respected and successful media brands, such as HBO, CNN, AOL, People, Time and Time Warner Cable.
AOL LLC is a global Web services company that operates some of the most popular Web destinations, offers a comprehensive suite of free software and services, runs the largest Internet access business in the United States, and provides a full set of advertising solutions. A majority-owned subsidiary of Time Warner Inc., AOL is based in Dulles, Virginia. AOL and its subsidiaries also have operations in Europe, Canada and Asia.
AOLS Holdings is indirectly wholly owned by AOL. AOLS Holdings’ corporate registration number is 556712-8987. The company was registered with the Swedish Companies Registration Office (Bolagsverket) on October 13, 2006. AOLS Holdings has never conducted and at present does not conduct any business and its sole business purpose is to make the Offer and take all actions to complete the Offer and operate as parent company of TradeDoubler.
Founded in 1999, TradeDoubler is a European provider of online marketing and sales solutions. Industry leaders throughout Europe have partnered with TradeDoubler to work with performance-based marketing and to manage online relationships, in order to increase sales and improve online business. TradeDoubler is headquartered in Sweden with a presence in 17 other markets, with customers including Dell, The Apple Store, Svenska Spel and Telia. Please visit www.TradeDoubler.com for further information.
Financing for the Offer
The Offer will not be subject to any financing conditions and will be financed using existing credit facilities and available cash on hand at AOL and/or Time Warner. AOL and Time Warner have irrevocably and unconditionally committed to provide AOLS Holdings with the acquisition financing.
Management and Employees
AOL has high regard for TradeDoubler’s management team and employees and intends to continue the excellent employee relations that it believes exist at TradeDoubler.
Offer document made public Week of January 22, 2007
Acceptance period Week of January 22, 2007
to week of February 19, 2007
Estimated date for payment Week of February 26, 2007
AOLS Holdings reserves the right to extend the acceptance period, as well as to postpone the settlement date (payment to holders of TradeDoubler ordinary shares and warrants).
The Offer document will be distributed to the holders of TradeDoubler ordinary shares and warrants in connection with it being made public.
The acquisition of TradeDoubler requires clearance from the relevant competition authorities. The necessary clearances are expected to be received by the end of the acceptance period and the Offer is expected to be completed in February 2007.
Compulsory acquisition, de-listing and statutory merger
As soon as practicable following AOLS Holdings’ acquisition of shares representing more than 90 percent of the shares in TradeDoubler, AOLS Holdings intends to call for compulsory acquisition of the then outstanding minority shares. In connection hereto, AOLS Holdings intends to have the TradeDoubler shares de-listed from the SSE. Whether or not AOLS Holdings will reach a 90 percent ownership in TradeDoubler, AOLS Holdings reserves the right to initiate an implementation of a statutory merger between AOLS Holdings and TradeDoubler in accordance with applicable rules and requirements.
Applicable Law and Disputes
The Offer shall be governed by and construed in accordance with the laws of Sweden. AOLS Holdings has, in accordance with the Swedish Act on Public Takeover Offers on the Stock Market (lag (2006:451) om offentliga uppköpserbjudanden på aktiemarknaden), undertaken in relation to the SSE, and hereby undertakes in relation to the holders of TradeDoubler ordinary shares and warrants, to comply with the SSE’s Rules regarding Public Takeover Offers on the Stock Market (the “Takeover Rules”) and the Swedish Securities Council’s (Aktiemarknadsnämnden) rulings regarding interpretation and application of the Takeover Rules, 3 and to submit to the sanctions that may be imposed by the SSE upon breach of the Takeover Rules.
The courts of Sweden shall have exclusive jurisdiction over any dispute arising out of or in connection with the Offer and the City Court of Stockholm (Stockholms Tingsrätt) shall be the court of first instance.
This Offer is not being made (nor will any tender of shares or warrants be accepted from or on behalf of holders) in any jurisdiction in which the making of the Offer or the acceptance of any tender of shares therein would not be made in compliance with the laws of such jurisdiction. The Offer is not being made, directly or indirectly, in or into Australia, Canada or Japan.
The press release has been published in Swedish and English. In the event that there are any differences between the language versions, the English language version shall prevail.
Morgan Stanley is acting as financial advisor to Time Warner, AOL and AOLS Holdings in connection with the Offer.
Stockholm, January 15, 2007
AOLS Holdings AB4
The Board of Directors
For further information, see TradeDoubler’s separate press release. Relevant material is to be published on AOL’s website (www.corp.aol.com).
For further information, please contact:
Brunswick Group LLP
Tim Burt (44) 207 404 5959
Anders Fogel (46) 8 463 1138
Time Warner Corporate Communications
Edward Adler (1) (212) 484-6630
Keith Cocozza (1) (212) 484-7482
Time Warner Investor Relations
Jim Burtson (1) (212) 484-8719
Chris Clipper (1) (212) 484-6297
Mark Holmes (1) (212) 484-8206
This press release contains forward-looking statements. These statements are not guarantees of future performance and are subject to inherent risks and uncertainties. Forward-looking statements may be identified by the fact that they do not relate strictly to historical or current facts and include, without limitation, words such as “may,” “will,” “expects,” “believes,” “anticipates,” “plans,” “intends,” “estimates,” “projects,” “targets,” “forecasts,” “seeks,” “could,” or the negative of such terms, and other variations on such terms or comparable terminology. Forward-looking statements include, but are not limited to, statements about the expected future business of TradeDoubler resulting from and following the Offer. These statements reflect AOLS Holdings’ management’s current expectations, based upon information currently available to it and are subject to various assumptions, as well as risks and uncertainties that may be outside of their control. Actual results could differ materially from those expressed or implied in such forward-looking statements. Any such forward-looking statements speak only as of the date on which they are made and AOLS Holdings is under no obligation to (and expressly disclaims any such obligation to) update or alter such forward-looking statements whether as a result of new information, future events or otherwise.
1 Pursuant to an exemption received from the Swedish Securities Council (Ruling 2006:59) the Offer is not being made in respect of such unallocated warrants. Accordingly, the Offer is being extended in respect of (i) 94,391 warrants in the 2004/2007 series and (ii) 867,300 warrants in the 2006/2010 series.
This Offer is not being made (nor will any tender of shares be accepted from or on behalf of holders) in any jurisdiction in which the making of the Offer or the acceptance of any tender of shares therein would not be made in compliance with the laws of such jurisdiction. The Offer is not being made, directly or indirectly, in or into Australia, Canada or Japan.
2 The offer price for each series of warrants represents the difference between the Offer Price and the strike price of each series of warrants.
3 This includes its former rulings with respect to the rules on public offers for the acquisition of shares issued by the Swedish Industry and Commerce Stock Exchange Committee, where applicable.
4 The company name, AOLS Holdings AB, is expected to be registered shortly with the Swedish Companies Registration Office.
- Contact Information
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- AOL Corporate Communications
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