Recommended voluntary cash offer to acquire all shares in LINK Mobility Group ASA by Victory Partners VIII Norway AS
The Offeror and Link Mobility today announced that they had entered into a transaction agreement (the “Transaction Agreement”), whereby the Offeror on certain conditions will launch a recommended voluntary cash offer (the “Offer”) to acquire the entire issued share capital of LINK Mobility for NOK 225.0 per share (the ”Offer Price”). This values the total issued and outstanding share capital of LINK Mobility at approximately NOK 3,396 million. The Board of Directors of LINK Mobility unanimously recommends that the Company’ shareholders accept the Offer. Shares tendered in the Offer will be settled in cash.
Abry is a private equity firm with a broad and international experience from investing in the media, communications, business and information services industry in North America and Europe. Currently, Abry manages over USD 5bn of capital in its active funds.
”Abry is impressed by the market position LINK Mobility has created through a combination of organic growth and acquisitions, creating a leading player in the European market. Abry believes its broad experience and strong track record investing in similar businesses will help drive continued growth for LINK Mobility, supported by continued development of the Company’s geographical footprint and execution of accretive M&A opportunities”, says Rob Nicewicz of Abry Partners.
”This is a natural next step for LINK Mobility in order to develop the company further. During our almost five years as a listed company, we have grown the company significantly and provided our shareholders with attractive returns. Building on the position that we have built, Abry will be well positioned to take the company further through its extensive experience and track record of developing communication and business services companies. This offer is positive for LINK Mobility and its stakeholders”, says Jens Rugseth, Chairman of the Board of Directors of LINK Mobility.
Arild Hustad, CEO of LINK Mobility, adds, ”LINK Mobility has become one of Europe’s leading and fastest growing companies within our industry. Our market position and operational scale form an excellent foundation to leverage on. At this stage we are eager to level up and compete on a grander and global scale. We believe Abry can help us achieve this and are looking forward to our partnership.”
The Offer Price represents a premium of 27.4% over the closing price of the Shares on June 29th 2018, and 44.5%, 51.7%, and 71.5% over the volume weighted average price (“VWAP”) of the Company’s Shares for the three, six and twelve month periods prior to the date of this announcement, respectively.
As of the date of this Offer Document, the Offeror owns no Shares in the Company and has not previously acquired or paid for Shares in the Company.
The Offeror, the Offeror’s holding company, Abry and the Management Investors have entered into an investment agreement (the “Investment Agreement”) whereby they have agreed to make the Offer for all the Shares in the Company through an indirect joint ownership in the Offeror. The Management Investors comprise Jens Rugseth, Rune Syversen, Søren Sundahl and Arild Hustad (or companies controlled by these). Subject to completion of the Offer, the Management Investors will transfer in aggregate 2,225,464 Shares in the Company to the Offeror at the Offer Price in exchange for shares in the Offeror’s holding company. The Shares to be exchanged by the Management Investors for shares in the holding company of the Offeror represent approximately 14.7% of the Company’s Shares. Pursuant to the Investment Agreement, the Management Investors will further irrevocably tender their remaining Shares in the Company (and any further Shares they may own or acquire) in the Offer at the Offer Price.
Other shareholders representing approximately 24.4% of the total share capital of LINK Mobility have already given their pre-acceptances to the Offer, subject to customary conditions. Combined, including shares held by the Management Investors and pre-acceptances from shareholders, a total of approximately 54.0% of the issued share capital of LINK Mobility has therefore committed to sell their Shares to the Offeror.
Terms and conditions of the Offer
Subject to customary conditions, including approval of an offer document (the “Offer Document”) for the Offer and no breach of the Transaction Agreement, the Offeror shall make the Offer to acquire the entire issued and outstanding share capital of LINK Mobility at the Offer Price. The complete details of the Offer, including all terms and conditions, will be included in the Offer Document complying with the requirements of the Norwegian Securities Trading Act and expected to be distributed to the LINK Mobility shareholders shortly, following approval by Oslo Børs. The offer period is expected to be at least 3 weeks from the date of approval of the Offer Document, subject to extension by the Offeror.
As will be further detailed in the Offer Document for the Offer, the completion of the Offer is subject to satisfaction or waiver by the Offeror at its sole discretion of the following conditions on or before 3 December 2018:
(i) The Offer shall at or prior to the expiration of the acceptance period for the Offer have been validly accepted by shareholders of LINK representing (when taken together with any Shares acquired or legally binding agreements to be acquired by the Offeror other than through the Offer) more than 90% of the issued and outstanding share capital and voting rights of LINK Mobility on a fully diluted basis.
(ii) Any necessary regulatory approvals shall have been duly obtained without any conditions and that any applicable waiting periods having expired or lapsed.
(iii) No material adverse effect shall have occurred.
(iv) The Company and its subsidiaries shall carry on its business in accordance with its ordinary course of business.
(v) The Board of Directors of LINK Mobility shall not have qualified, amended or withdrawn the board recommendation of the Offer.
(vi) No court or other governmental, regulatory authority, shall have taken any form of legal action that materially affects, or prevents the completion of, the Offer.
(vii) No material breach of the Transaction Agreement.
The Offer will not be subject to any financing or due diligence condition.
The recommendation from the independent members of the Board of Directors of LINK Mobility will be included in the Offer Document and is attached hereto. The recommendation from the Board of Directors of LINK Mobility is not a formal statement made pursuant to sections 6-16 and 6-19 of the Norwegian Securities Trading Act. LINK Mobility has in consultation with Oslo Børs engaged Sparebank 1 Markets AS as an independent third party to provide the formal statement about the Offer to be issued in accordance with section 6-16 (1) c.f. 6-19 (1) of the Norwegian Securities Trading Act.
The Board of Directors of LINK Mobility has the right to withdraw its recommendation of the Offer in the event a bona fide superior competing offer is made that is not matched by the Offeror within five business days after the Offeror received notice thereof. As part of the Transaction Agreement with the Offeror and subject to customary exceptions, LINK Mobility has entered into undertakings not to solicit competing offers from third parties. If the Board of Directors withdraws, qualifies or amends its recommendation, LINK Mobility shall pay an amount equal to the Offeror’s reasonable and documented third party costs for the Offer.
The Offeror intends to make a compulsory acquisition of the remaining Shares in LINK Mobility upon acquiring more than 90% of the Shares in LINK Mobility under the Offer. Further, subject to the outcome of the Offer, the Offeror intends to propose to the general meeting of LINK Mobility that an application is filed with Oslo Børs to de-list the Shares from Oslo Børs.
The Offer will not be made in any jurisdiction in which the making of the Offer would not be in compliance with the laws of such jurisdiction. This notification does not in itself constitute an offer. The Offer will only be made on the basis of the Offer Document and can only be accepted pursuant to the terms of such document.
Skandinaviska Enskilda Banken AB (publ), Oslo Branch is acting as financial advisor to Victory Partners VIII Norway AS in connection with the Offer. Advokatfirmaet BAHR, DLA Piper and Paul Hastings are acting as legal advisors to Victory Partners VIII Norway AS. ABG Sundal Collier ASA is acting as financial advisor and Aabø-Evensen & Co Advokatfirma AS is acting as legal advisor to LINK Mobility.
For further information, please contact:
Robert J. Nicewicz Jr.
Principal at Abry Partners
Phone: +1 (617) 859-2959
CEO of LINK Mobility Group ASA
Phone: +47 95 24 19 30
About Abry Partners
Abry is one of the most experienced media, communications, business and information services focused private equity investment firms. Since Abry’s founding in 1989, the firm has completed over $77.7 billion of leveraged transactions and other private equity or preferred equity placements, representing investments in over 550 properties.
About LINK Mobility
LINK Mobility is one of Europe’s leading mobile communication providers, specializing in mobile messaging services, mobile solutions and mobile intelligence. The Group offers a wide range of services and solutions across different industries and sectors, making communication easier. LINK Mobility has, due to growing demand for digital communication, platforms and users, developed a range of solutions that meets the needs of customers. The Company’s headquarters are in Oslo, Norway with additional offices in Sweden, Denmark, Finland, Latvia, Estonia, Bulgaria, Germany, Spain, Poland, France, Switzerland, Austria and Italy. The Company has more than 340 employees across Europe. In 2017 the Company had a total turnover of NOK 1.75 billion on a pro forma basis.
FORWARD LOOKING STATEMENTS
This news release contains certain forward-looking statements that are based on uncertainty, as they relate to events and depend on circumstances that will occur in the future and which, by their nature, may have an impact on results of operations and the financial condition of the Offeror and/or LINK Mobility. Such forward-looking statements reflect our current expectations and are based on the information currently available. The Offeror cannot give any assurance as to whether such forward-looking statements will prove to be correct. These forward-looking statements include statements regarding the Offer, our expectations as to the launch of the Offer, including the terms of the Offer and expected timing, expected benefits of the Offer. There are a number of factors that could cause actual results and developments to differ materially from those expressed or implied by these forward-looking statements. These factors include, among other things, satisfactions of conditions to the Offer and investor participation in the Offer.
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 LINK Mobility 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.
THE OFFER WILL NOT BE MADE IN ANY JURISDICTION IN WHICH MAKING OF THE OFFER WOULD NOT BE IN COMPLICANE WITH THE LAWS OF SUCH JURISDICITON. THIS ANNOUNCEMENT DOES NOT IN ITSELF CONSTITUTE AND OFFER. THE OFFER WILL ONLY BE MADE ON THE BASIS OF THE OFFER DOCUMENT AND CAN ONLY BE ACCEPTED PURSUANT TO THE TERMS OF SUCH DOCUMENT.