MRCEL: Completion of voluntary cash offer to acquire all shares in Mercell Holding ASA and contemplated compulsory acquisition
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, INTO OR WITHIN THE UNITED STATES, CANADA, AUSTRALIA, NEW ZEALAND, SOUTH-AFRICA, HONG KONG, JAPAN OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL
Reference is made to the announcement dated 3 August 2022 in which Spring Bidco (Norway) AS (the "Offeror") announced the preliminary result of the recommended voluntary cash offer (the "Offer") to acquire all shares in Mercell Holding ASA ("Mercell") against a cash consideration of NOK 6.30 per share (the "Offer Price") and the fulfilment of the conditions for closing of the Offer. Reference is also made to the offer document for the Offer dated 10 June 2022 (the "Offer Document").
The Offeror hereby announces that settlement of the Offer has been made in accordance with section 4.9 ("Settlement") of the Offer Document. Following the settlement and as of today, the Offeror holds in total 483,289,024 shares in Mercell, equalling approximately 96.1% of the outstanding shares and votes of Mercell.
The settlement agent in the Offer has made payments of the Offer Price to shareholders that have accepted the Offer, who are expected to receive the settlement amount on their respective bank accounts during the course of 9 August 2022.
The Offeror intends to complete a compulsory acquisition of the remaining shares in Mercell at a redemption price equal to the Offer Price of NOK 6.30 per share, as soon as practically possible. A separate announcement will be issued when the compulsory acquisition has been resolved by the board of directors of the Offeror in accordance with section 4-25 of the Norwegian Public Limited Liability Companies Act cf. section 6-22 of the Norwegian Securities Trading Act.
About the Offeror: Spring Bidco (Norway) AS is a private limited liability company formed and registered pursuant to Norwegian law, and indirectly wholly owned by funds advised or managed by Thoma Bravo Global, LLC and its affiliates ("Thoma Bravo"). Thoma Bravo is one of the largest private equity firms in the world, with more than USD 114 billion in assets under management as of 31 March 2022. The firm invests in growth-oriented, innovative companies operating in the software and technology sectors. Leveraging the firm's deep sector expertise and proven strategic and operational capabilities, Thoma Bravo collaborates with its portfolio companies to implement operating best practices, drive growth initiatives and make accretive acquisitions intended to accelerate revenue and earnings. Over the past 20 years, the firm has acquired or invested in more than 380 companies representing over USD 190 billion in enterprise value.
Advisors: Skandinaviska Enskilda Banken AB (publ), Oslo Branch, is acting as financial advisor to the Offeror and Thoma Bravo in connection with the Offer. Advokatfirmaet Schjødt AS and Kirkland & Ellis LLP are acting as legal advisors to the Offeror and Thoma Bravo. ABG Sundal Collier ASA and JP Morgan are acting as financial advisors and Advokatfirmaet Thommessen AS as legal advisor to Mercell.
Important notice: The Offer and the distribution of this announcement and other information in connection with the Offer may be restricted by law in certain jurisdictions. The Offeror and Mercell assume no responsibility in the event there is a violation by any person of such restrictions. Persons into whose possession this announcement or such other information should come are required to inform themselves about and to observe any such restrictions. This release may contain certain forward-looking statements within the meaning of the securities laws and regulations of various international, federal, and state jurisdictions. All statements, other than statements of historical fact, included herein, including without limitation, statements regarding the Offer, future plans and objectives of Mercell or the Offeror are forward-looking statements that involve risk and uncertainties. There can be no assurances that such statements will prove to be accurate and actual results could differ materially from those anticipated in such statements.
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