Evergood 5 AS (the “Offeror”), a newly formed company controlled by funds managed and advised by Hellman & Friedman LLC has 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.”
Background
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 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 (bekendtgrelse 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.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.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.