The Offer is not made, and this press release may not be distributed, neither directly or indirectly to, and no acceptance will be approved from or on behalf of, persons in
The Background to the Offer is to execute on Vertiseit’s growth strategy with the objective of becoming the world’s leading platform company within Digital In-store.
- The Bidder offers three mutually exclusive alternatives as consideration (the “Consideration”):
- “Mixed Consideration”
SEK 12,500 in cash and 100 class B shares inVertiseit for each full block of 10,000 shares inMultiQ ; or - “Share Consideration”
413 class B shares inVertiseit for each full block of 10,000 shares inMultiQ ; or - “Cash Consideration”
SEK 1.60 in cash for each share inMultiQ .
- “Mixed Consideration”
For blocks of less than 10,000 shares in
- The Offer entails that all shares in
MultiQ are valued at approximatelySEK 197 million , based on the Cash Consideration alternative. The Bidder will not increase the Consideration offered. - The Offer has been negotiated in consensus with three of the largest shareholders in
MultiQ , who have made binding commitments on acceptance of the Offer (so-called “irrevocable undertakings”) corresponding to 46.6 percent in total of all shares and votes inMultiQ for the same consideration that applies to the Offer. Of these 46.6 percent, 33.6 percent have undertaken to accept the Mixed Consideration and 13.0 percent have undertaken to accept the Share Consideration. - The price for each
MultiQ share in the Offer entails a premium as set out below. The calculations are based on a value per class B share inVertiseit ofSEK 47.50 , which corresponds to the closing price for class B shares inVertiseit on Nasdaq First North on7 January 2022 , the last trading day before the announcement of the Offer. The class B shares inVertiseit that are offered in the Consideration are called (“Consideration Shares”).
Premium | Compared to the closing price of | Compared to the volume-weighted average share price of |
1. Mixed Consideration | 72% | 81% |
2. Share Consideration | 96% | 106% |
3. Cash Consideration | 60% | 68% |
- The completion of the Offer is conditional upon, among other things, the Offer being accepted to such an extent that
Vertiseit becomes the owner of more than 80 percent of the shares inMultiQ and that an extraordinary general meeting inVertiseit resolves on an authorization in respect of the Consideration Shares (see the section “Conditions of the Offer” below for further terms and conditions). - An extraordinary general meeting in
Vertiseit is intended to be held on26 January 2022 to resolve on the authorization in respect of the Consideration Shares. Notice is given in a separate press release. Vertiseit will publish an offer document and a prospectus regarding the Offer and the issue of the Consideration Shares around5 April 2022 . The acceptance period for the Offer will commence around6 April 2022 and expire around27 April 2022 .
Vilhelm Schottenius, Chairman of the Board of Directors of
“Vertiseit is in a strong expansive phase with the objective of becoming the globally leading platform company within Digital In-store. Together withMultiQ , we look forward to further accelerate our business in line with the company’s long-term objectives and continue to execute on our acquisition strategy.”
“MultiQ is one of the pioneers within digital communication in the physical space. We have followed the company’s development for a long time and have been impressed by the strong position and long-term customer relationships that the company has established. With the combined offering, we can create significant business value and develop both existing and new customers and partners. Together we are taking a big step in strengthening our position as the leading platform company within Digital In-store in Europe.”
Lars Pålsson, the main shareholder (via
“I am very proud of the journey thatMultiQ and all its fantastic employees have achieved. Together, we have transformedMultiQ from a hardware company to one of the leading software companies within Digital Signage. In my opinion,Vertiseit is the right choice to developMultiQ further on this journey.”
“We have followedVertiseit since its initial public offering in 2019 and are impressed by the company’s rapid development, scalability and how it has pushed the industry forward.MultiQ has progressed towards a strengthened international expansion through partners, clarifying its offering as a software company. We seeVertiseit as the obvious partner to continue to execute on this strategy. Together, the companies have the prerequisites required to become world leaders within their industry. Grenspecialisten looks forward to continuing to follow and support this journey as a long-term shareholder.”
Read more at www.vertiseit.se.
Read more at www.multiq.com.
Background and rationale for the Offer
Since its founding in 2008,
The Offer is a part of the execution of Vertiseit’s strategy for international growth and contributes to strengthening the company’s market position both in the Nordic region and internationally. MultiQ’s long-term customer relationships with well-known brands and partners are expected to add significant value to the
Together, the companies would have a strengthened position as a leading platform company within Digital In-store in
The Offer
The Bidder offers three mutually exclusive alternatives as consideration:
- Mixed Consideration, i.e.
SEK 12.500 in cash and 100 class B shares inVertiseit for each full block of 10,000 shares inMultiQ ; or - Share Consideration, i.e. 413 class B shares in
Vertiseit for each full block of 10,000 shares inMultiQ ; or - Cash Consideration, i.e.
SEK 1.60 in cash for each share inMultiQ .
For blocks of less than 10,000 shares in
The value of the Offer amounts to approximately
The price for each share in the Offer entails a premium as set out below. The calculations regarding the value of the Offer and premiums are based on a value per class B share in
- In regard to the Mixed Consideration:
- A premium of 72 percent compared to the closing price of
SEK 1.002 for shares inMultiQ on Nasdaq Stockholm on7 January 2022 , the last trading day before the announcement of the Offer; and - A premium of 81 percent compared to the volume-weighted average share price of
SEK 0.95 for shares inMultiQ on Nasdaq Stockholm during the thirty trading days up to and including7 January 2022 .
- A premium of 72 percent compared to the closing price of
- In regard to the Share Consideration:
- A premium of 96 percent compared to the closing price of
SEK 1.002 for shares inMultiQ on Nasdaq Stockholm on7 January 2022 , the last trading day before the announcement of the Offer; and - A premium of 106 percent compared to the volume-weighted average share price of
SEK 0.95 for shares inMultiQ on Nasdaq Stockholm during the thirty trading days up to and including7 January 2022 .
- A premium of 96 percent compared to the closing price of
- In regard to the Cash Consideration:
- A premium of 60 percent compared to the closing price of
SEK 1.002 for shares inMultiQ on Nasdaq Stockholm on7 January 2022 , the last trading day before the announcement of the Offer; and - A premium of 68 percent compared to the volume-weighted average share price of
SEK 0.95 for shares inMultiQ on Nasdaq Stockholm during the thirty trading days up to and including7 January 2022 .
- A premium of 60 percent compared to the closing price of
In the event that
Statement from the Board of Directors of
In accordance with the Takeover Rules, the Independent Bid Committee intends to instruct an auditing firm to issue a fairness opinion regarding the Offer. The Independent Bid Committee will announce its opinion regarding the Offer and the reasons for its opinion, as well as the fairness opinion, no later than two weeks prior to the expiry of the acceptance period in a separate press release.
Vertiseit’s shareholding in
As of the date of this press release,
The acquisition’s effects on
As of
- Annual recurring SaaS revenues (ARR) estimated to
SEK 116 million - Net sales
SEK 251 million - Profit before depreciation (EBITDA)
SEK 17.7 million - Gross margin 46.6 percent
- EBITDA-margin 7.1 percent
The shares in
Conditions of the Offer
The completion of the Offer is conditional upon:
- the Offer being accepted by shareholders to such an extent that
Vertiseit becomes the owner of more than 80 percent of the shares inMultiQ ; - an extraordinary general meeting of
Vertiseit resolving, with the required majority, to authorize the Board of Directors ofVertiseit to issue the Consideration Shares; - neither the Offer nor the acquisition of
MultiQ being rendered wholly or partially impossible or significantly impended as a result of legislation or other regulation, any decision of a court or public authority, or any similar circumstance; - no circumstances having occurred that have a material adverse effect, or could reasonably be expected to have a material adverse effect, on MultiQ’s sales, results, liquidity, equity ratio, equity or assets;
- no information made public by
MultiQ , or disclosed byMultiQ to the Bidder, being inaccurate, incomplete or misleading, andMultiQ having made public all information that should have been made public byMultiQ ; and MultiQ not taking any action that is typically intended to impair the prerequisites for making or completing the Offer.
The Bidder reserves the right to withdraw the Offer in the event that it is clear that any of the above conditions is not fulfilled or cannot be fulfilled. However, with regard to the conditions set out in items 2–6 above, the Offer may only be withdrawn where the non-fulfilment of such condition is of material importance to the Bidder’s acquisition of
The Bidder reserves the right to waive, in whole or in part, one or more of the conditions set out above, including, with respect to the condition set out in item 1, to complete the Offer at a lower acceptance level.
Extraordinary general meeting in
The Board of Directors of
The Offer is otherwise financed through available funds and an acquisition credit facility on customary terms and conditions. Consequently, the Offer is not conditional upon obtaining financing.
Offer-related arrangements and bonus arrangements
In connection with the preparations for the Offer, the
Due diligence
The Bidder has, in connection with the preparations of the Offer, conducted a very limited due diligence review of
Preliminary timetable
Publication of the offer document and prospectus: | Around |
Acceptance period: | Around |
Publication of the outcome of the Offer: | Around |
Payment of the consideration: | Around week 19 |
Compulsory buy-out and delisting
In the event that
Applicable law and disputes
The Offer, and any agreements entered into in connection with the Offer, is governed by the laws of
The Bidder has, on
Any dispute arising out of, or in connection with, the Offer shall be finally settled by Swedish courts exclusively, with
Advisers
Further information
Information about the Offer is available at: corporate.vertiseit.se
Video presentation of the Offer
A video presentation of the Offer will be held online by
Time: Monday
Participation: For registration and participation - click this link - or visit corporate.vertiseit.se to find link to the presentation.
How to watch afterwards: The presentation will be recorded and made available on corporate.vertiseit.se
Important information
This press release has been published in English and Swedish. In the event of any discrepancy between the two language versions, the Swedish version shall prevail.
This press release does not constitute any offer or solicitation to subscribe, acquire or sell shares or other financial instruments and nor does it constitute any recommendation to offer to subscribe, acquire or sell shares or other financial instruments.
The Offer is neither directly nor indirectly, made to, and no acceptance will be approved from or on behalf of persons in
The distribution of this press release and any related Offer documentation in an Excluded Jurisdiction may be restricted, require that additional documentation is prepared or other measures taken or in conflict with the laws or regulations of such jurisdiction. Accordingly, the information in this press release may not be forwarded, distributed, reproduced or made available in or into any Excluded Jurisdiction in which the Offer would require that any additional offer document and/or prospectus is prepared or registration effected or that any other measures are taken in addition to those required under Swedish law (including Nasdaq Stockholm’s Takeover Rules) or where it would be in conflict with any law or regulation in such jurisdiction and the information does not constitute an offer or solicitation to acquire, sell, subscribe or exchange securities, to persons in such jurisdictions. Consequently, neither the Offer nor any documentation or information pertaining to the Offer will or may be sent, mailed or otherwise distributed in or into any Excluded Jurisdiction.
Banks, brokers, dealers and other nominees holding shares for persons who are located in or who have registered addresses in any Excluded Jurisdiction must not forward the Offer or any other document or information received in connection with the Offer to such persons. Any failure by such persons to inform themselves and observe applicable restrictions or requirements may constitute a violation of the securities laws of an Excluded Jurisdiction. To the fullest extent permitted by applicable law,
The acceptance period for the Offer has not commenced.
The information in this press release which relates to future conditions or circumstances, including information regarding future result, growth and other forecasts and effects of the Offer, are forward-looking statements. Such statements may, inter alia, be identified by the use of words such as “deemed”, “anticipate”, “intend” “expect”, “believe” or similar expressions. Forward-looking statements are subject to risks and uncertainties because they relate to conditions and are subject to circumstances that occur in the future. Future circumstances may materially deviate from what has been expressed or implied in the forward-looking statements due to several factors which to a large extent is outside of Vertiseit’s control. Any forward-looking statements speak only as of the date on which they are made and
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