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 offer document dated 10 June 2022 (the "Offer Document") for the recommended voluntary cash offer (the "Offer") by Spring Bidco (Norway) AS (the "Offeror") to acquire all shares in Mercell Holding ASA ("Mercell") for a cash consideration of NOK 6.30 per share (the "Offer Price").
The offer period, as extended in an announcement by the Offeror on 13 July 2022, for the Offer expired today, 3 August 2022 at 16:30 hours (CEST). As at end of the offer period, and subject to customary verification, the Offeror has received acceptances under the Offer for a total of 481,626,991 shares in Mercell, equalling approximately 95.8% of the outstanding shares and votes of Mercell.
Furthermore, the Offeror is pleased to announce that the conditions for closing of the Offer as set out in section 4.2 ("Closing Conditions") of the Offer Document are fulfilled.
The Offeror expects to close the Offer and arrange for settlement towards shareholders that have accepted the Offer on or about 8 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 shortly thereafter.
Separate announcements will be issued when the Offer has been settled and when the compulsory acquisition has been resolved by the board of directors of the Offeror.
"Mercell's unparalleled SaaS network of buyers and suppliers for public tendering differentiates the company in the attractive and growing European SaaS market. We are excited to support the company with our knowledge, network and resources to successfully achieve its long-term potential and continue its growth trajectory. We look forward to working with Terje and his team to continue to expand globally, invest in product development, and make strategic acquisitions that will benefit the company going forward", said George Jaber, a Senior Vice President at Thoma Bravo.
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.
Read the release on the Oslo Børs website here.