Adapteo Plc – Regulatory press release – 17 May 2021 at 8:15 a.m. CEST
This announcement is not an offer, whether directly or indirectly, in Australia, Canada, Hong Kong, Japan, New Zealand or South Africa or in any other jurisdiction where such offer pursuant to legislation and regulations in such relevant jurisdiction would be prohibited by applicable law.
Today, on 17 May 2021, Palace Bidco Oy (the "Offeror"), a private limited company formed on behalf of, and indirectly wholly owned by, West Street Global Infrastructure Partners IV, L.P. ("WSIP"), announced a voluntary public cash tender offer to acquire all outstanding shares in Adapteo Plc ("Adapteo") (the "Shares") (the "Tender Offer").
The Board of Directors of Adapteo (the "Adapteo Board") has resolved on issuing the below statement regarding the Tender Offer as required by Chapter 11, Section 13 of the Finnish Securities Market Act (746/2012, as amended) and Rule II.19 of the Nasdaq Stockholm Takeover Rules.
Tender Offer in brief
The offer price is SEK 165 in cash for each Share in Adapteo (the "Offer Price"). The Tender Offer values Adapteo's entire issued and to be issued share capital at approximately SEK 8.1 billion.
The Offer Price represents a premium of:
Should Adapteo, prior to the settlement of the Tender Offer, distribute dividends or in any other way distribute or transfer value to its shareholders, the consideration in the Tender Offer will be adjusted accordingly. In the event of either of the foregoing, the Offeror reserves the right to determine whether this price adjustment mechanism or condition 5 to completion of the Tender Offer (see below) will be invoked.
The Offeror will neither increase the Offer Price nor purchase any Adapteo Shares at a price exceeding the Offer Price during the Tender Offer or following completion of the Tender Offer, provided, however, that this statement shall not apply if a competing offer is announced.
EQT Public Value Investments S.à r.l. ("EQT PV"), the largest shareholder of Adapteo, has irrevocably undertaken to accept the Tender Offer, irrespective of whether a higher competing offer is made. The Shares subject to this irrevocable undertaking represent approximately 17.58 per cent. of the outstanding Shares and voting rights in Adapteo.
The Fourth Swedish National Pension Fund (AP4), who hold approximately 4.36 per cent. of the Shares and voting rights in Adapteo, have expressed their support for the Tender Offer and stated that they intend to accept the Tender Offer, unless a higher offer is announced.
The acceptance period under the Tender Offer is expected to commence on or around 24 June 2021 and is expected to expire on or around 16 August 2021, subject to any extension of the acceptance period by the Offeror in accordance with the terms and conditions of the Tender Offer.
The completion of the Tender Offer is subject to the satisfaction or waiver by the Offeror of the following conditions prior to the Offeror's announcement of the final results of the Tender Offer:
A merger control filing will be made with the European Commission under Council Regulation (EC) 139/2004 in connection with the Tender Offer.
Once the Offeror has obtained more than 90 per cent. of the issued and outstanding Shares and votes in Adapteo, the Offeror intends to initiate compulsory redemption proceedings in accordance with the Finnish Companies Act (624/2006, as amended) to acquire the remaining Shares, and to cause the Shares to be delisted from Nasdaq Stockholm.
The detailed terms and conditions of the Tender Offer as well as further information on the Tender Offer will be included in the tender offer document to be published by the Offeror before commencement of the acceptance period (the "Offer Document").
Background of the statement
The Adapteo Board has an obligation to prepare a public statement regarding the Tender Offer. The statement shall include a well-founded assessment of the Tender Offer from the perspective of Adapteo and its shareholders as well as on the strategic plans presented by the Offeror and their likely effects on the operations of, and employment at Adapteo.
For the purposes of issuing this statement, the Adapteo Board relies on the information presented by the Offeror in its regulatory press release concerning the Tender Offer published today, on 17 May 2021 at 8:00 a.m. CEST (the "Offer Release"). Should the information presented in the Offer Document, once published, concerning the Offeror's the strategic plans, the terms and conditions of the Tender Offer, or other significant information, differ from the information presented in the Offer Release, the Adapteo Board will update its statement.
In preparing this statement, the Adapteo Board has relied on the information provided in the Offer Release and has not independently verified the information included therein.
Assessment of the strategic plans presented by the Offeror in the Offer Release and their likely effects on the operations of, and employment at, Adapteo
Information given by the Offeror in the Offer Release
The Adapteo Board has assessed the Offeror's strategic plans based on the statements made in the Offer Release.
The Offer Release contains the following information on the strategic rationale of the Tender Offer:
In addition. the Offer Release contains the following information on the Offeror's intentions regarding the management and employees of Adapteo:
The Adapteo Board's assessment
The Adapteo Board considers that the information on the strategic plans of the Offeror concerning Adapteo included in the Offer Release is given, as is typical for such information, on a general level. Based on the Offeror's statements, the Adapteo Board believes that the strategic plans of the Offeror pursuant to the Tender Offer would not have any immediate material effects on Adapteo's employees and management, the conditions of employment of the management and employees or the locations of Adapteo's businesses.
On the date of this statement, the Adapteo Board has not received any formal statements as to the effects of the Tender Offer to the employment at Adapteo from Adapteo's employees.
Assessment of the Tender Offer from the perspective of Adapteo and its shareholders
When evaluating the Tender Offer, analysing alternative opportunities available to Adapteo and concluding this statement, the Adapteo Board has considered several factors, such as Adapteo's recent financial performance, current trading position and future prospects, and the historical performance of the trading price of the Adapteo Share.
The Adapteo Board's assessment of continuing the business operations of Adapteo as an independent listed company has been based on forward-looking estimates believed to be reasonable, which estimates include various uncertainties, whereas the offer price offered by the Offeror in the Tender Offer and the premium included therein is not subject to any uncertainty other than the fulfilment of the conditions to completion of the Tender Offer and the completion of the Tender Offer.
In order to support its assessment of the Tender Offer, the Adapteo Board has received a fairness opinion, dated 15 May 2021, concerning the Tender Offer (the "Fairness Opinion") from EY Godkendt Revisionspartnerselskab ("EY") to the effect that the consideration to be offered to the shareholders is fair from a financial point of view. The Fairness Opinion is attached as an Appendix to this statement.
Process resulting in the Tender Offer
According to the Offer Release, WSIP conducted an outside-in review of Adapteo which allowed it to develop conviction that Adapteo represents an attractive investment proposition.
WSIP entered into discussions with the Chairman and the Adapteo Board during March 2021. On 1 April 2021 WSIP sent an indicative offer to the Adapteo Board to make a public offer for Adapteo. The indicative offer was conditional on, among other things, the Adapteo Board recommending Adapteo's shareholders to accept the offer. Following rejection of the initial indicative offer and further negotiations, WSIP sent revised indicative offers to the Adapteo Board on 22 and 24 April 2021. The Adapteo Board subsequently invited WSIP and another potential bidder to conduct a due diligence process, after which WSIP submitted an offer to the Adapteo Board on 14 May 2021 on the terms set out in this announcement.
No information which Adapteo would treat as inside information concerning Adapteo was disclosed to WSIP in connection with this due diligence process.
The Adapteo Board's assessment
The Adapteo Board believes that the consideration offered by the Offeror in the Tender Offer is fair from the perspective of Adapteo's shareholders on its assessment of the matters and factors, which the Adapteo Board has concluded to be material in evaluating the Tender Offer. These matters and factors include, but are not limited to the following:
The Adapteo Board has investigated and considered trends in the markets and the industry and certain strategic alternatives available to Adapteo. Such alternatives include, but are not limited to, remaining an independent listed company. The Adapteo Board has also considered the risks and uncertainties associated with such alternatives.
Based on its overall assessment, taking into consideration the factors described above, among other matters, the Adapteo Board has concluded that the Tender Offer is a more favourable alternative to Adapteo's shareholders compared to continuing the business operations as an independent listed company or other potential strategic alternatives available to Adapteo.
Financing of the Tender Offer
According to the Offer Release, the Tender Offer is fully financed by a combination of funds available to the Offeror under an equity commitment letter provided by WSIP and debt financing provided by NatWest, Intesa Sanpaolo and OP Corporate Bank plc on terms that are customary to financing of public offers on the Swedish market.
The Tender Offer is not subject to a financing condition.
Recommendation of the Adapteo Board
The Adapteo Board has carefully assessed the Tender Offer and its terms and conditions based on the Offer Release provided by the Offeror, the Fairness Opinion, and other available information.
When the Adapteo Board valued the weighted potential of Adapteo in comparison to the Tender Offer, the Adapteo Board concluded that Adapteo shareholders will, in the Adapteo Board's assessment, through the Tender Offer, be well compensated for Adapteo's potential, also considering timing aspects and the various risks associated with fully implementing Adapteo's business plan. Therefore, the Adapteo Board unanimously recommends that the shareholders of Adapteo accept the Tender Offer.
Two members of the Adapteo Board (Joakim Rubin and Rickard Wilson) have not participated in the consideration and decision-making concerning the Tender Offer and this statement due to their connections and interests with EQT PV.
The Adapteo Board notes that the Tender Offer may, as is common in such processes, involve unforeseeable risks.
The Adapteo Board advises that Adapteo's shareholders should also take into account the potential risks related to non-acceptance of the Tender Offer. If the acceptance condition of more than 90 per cent. of the Shares and votes is waived, the completion of the Tender Offer would, among other things, reduce the number of Adapteo's shareholders and the number of Shares, which would otherwise be available for trading on Nasdaq Stockholm. Depending on the number of Shares validly tendered in the Tender Offer, this could have an adverse effect on the liquidity and price of the Shares.
Pursuant to the provisions in Chapter 18 of the Finnish Companies Act, a shareholder with more than 90 per cent. of all shares and votes in a company shall have the right to acquire, and subject to a demand by the other shareholders, also have an obligation to redeem, the shares owned by the other shareholders. Provided that the Offeror acquires such number of Shares, the Shares held by Adapteo's shareholders who have not accepted the Tender Offer may be redeemed through compulsory redemption proceedings under the Finnish Companies Act under the conditions set out therein.
As the Shares are listed on Nasdaq Stockholm, the Tender Offer is governed by Swedish law and the Nasdaq Stockholm Takeover Rules. Adapteo will comply with Swedish law and the Nasdaq Stockholm Takeover Rules to the extent applicable to it, but is not required to and does not intend to comply with the Helsinki Takeover Code issued by the Securities Market Association in Finland.
This statement does not constitute investment or tax advice, and the Adapteo Board specifically does not evaluate herein the general price development or the risks relating to the Shares in general. The shareholders of Adapteo must independently decide whether to accept the Tender Offer, and they should take into account all relevant information available to them, including information presented in the Offer Release and this statement as well as any other factors affecting the value of the Shares.
Adapteo's disclosure languages are English and Finnish. However, as the Offeror has also published the Offer Release in Swedish, Adapteo is, in addition to English and Finnish, publishing this statement in Swedish.
Adapteo has previously announced its intention to list on Nasdaq Helsinki during the second quarter of 2021. As a result of the Tender Offer, Adapteo will not seek a listing on Nasdaq Helsinki during the pendency of the Tender Offer.
 Based on 49,089,811 Shares, which is derived from 49,124,722 total issued Shares, after excluding 34,911 Shares held by Adapteo in treasury,
Adapteo is advised by Jefferies as lead financial advisor and Deutsche Bank AG as financial advisor, and by Krogerus and Vinge as legal advisors.
Fairness Opinion of EY
For additional information, please contact
In respect of questions relating to the Tender Offer: Peter Nilsson, Chairman of the Board of Directors, +46 73 419 63 31, firstname.lastname@example.org
In respect of questions relating to Adapteo: Philip Isell Lind af Hageby, CEO, +46 73 022 19 36, email@example.com
This is information that Adapteo is obliged to make public pursuant to the EU Market Abuse Regulation. The information was submitted for publication, through the agency of the contact person, at 8:15 a.m. CEST on 17 May 2021.