NETS ANNOUNCES A CASH OFFER TO THE SHAREHOLDERS OF DIBS
Nets Holding A/S (”Nets”) hereby announces a cash offer to the shareholders of DIBS Payment Services AB (publ) (”DIBS” or the "Company”) (the "Offer"). The Company's shares are admitted to trading on NASDAQ OMX First North in Stockholm, Sweden.
· Nets offers SEK 82.50 per share in DIBS · The offer represents a premium of 45 per cent compared to the closing share price on 28 October 2014, i.e. the last trading day before the announcement of the Offer, of SEK 57.00 · Three of the largest shareholders in DIBS, Mr. Staffan Persson, Mr. Christoffer Häggblom and Mr. Thord Wilkne, representing in aggregate 28.2 per cent of the shares and votes in the Company, have subject to certain conditions being fulfilled, undertaken to accept the Offer · The acceptance period is expected to commence around 7 November 2014, and end around 15 December 2014. Settlement is expected to begin around 22 December 2014
Nets recognises DIBS’s dedication to serving its customers through constant innovation in products and services. DIBS has also built an important network of partners over the years, one that is critical to the success of the Company. Nets strongly commits to the development of DIBS’s offering, with the goal of actively enhancing its value proposition to its customers and partners.
“We strongly believe a combination of Nets and DIBS will create a successful provider of high quality merchant services solutions to our combined customers”, says Bo Nilsson, Chief Executive Officer of Nets.
Background and reasons for the Offer
DIBS is an online payment provider with a history as pioneers in the industry. DIBS offers a wide range of online payment solutions to online shops and handles the online payments of more than 15,000 merchants.
Nets views DIBS as a focused, well-performing and innovative organisation and looks to build on these strong capabilities. Nets values highly the employees and management team of DIBS, and the results that they have achieved in growing the Company over time. As a result, Nets looks forward to working together with DIBS’s management and employees in further developing the business.
Nets offers SEK 82.50 in cash per share in the Company. The Offer values the entire share capital in DIBS to SEK 790,350,000 (http://#_ftn1). No commission will be charged in connection with the Offer. In the event that the Company should pay any dividend or make any other value transfer prior to the settlement of the Offer, the price per share in the Offer will be reduced correspondingly.
The Offer does not include the warrants (Sw. teckningsoptioner) issued in May 2012 with series 2012/15 as part of the Company’s incentive programs for employees. Outside of the Offer, Nets will provide reasonable treatment towards the participants in this warrant program.
The Offer represents a premium of:
· 45 per cent compared to the closing share price on 28 October 2014, i.e. the last trading day before the announcement of the Offer, of SEK 57.00; · 43 per cent compared to the volume-weighted average share price during the last three months prior to 28 October 2014 of SEK 57.70; and · 24 per cent compared to the highest closing share price during the last twelve months of SEK 66.75.
Undertakings from larger shareholders
Three of the largest shareholders of the Company, Mr. Staffan Persson, Mr. Christoffer Häggblom and Mr. Thord Wilkne, representing in aggregate 28.2 per cent of the shares and votes in the Company (held directly and/or indirectly by entities controlled by the respective persons), have undertaken to accept the Offer.
The undertakings constitute irrevocable commitments by the relevant shareholders to tender their shares in the Offer, provided that such shareholders may (subject to a matching right period vesting with Nets) withdraw their respective undertaking in case a competing offer is announced prior to (i) all regulatory approvals necessary for completion of the Offer having been obtained and (ii) the Offer being declared unconditional, and such competing offer is made at a price of at least SEK 91 per share. If such competing offer is matched by Nets, any subsequent competing offer must represent at least a 10 percent higher price to the shareholders of the Company than the revised Offer (and as revised from time to time).
Nets shareholding in the Company
Neither Nets nor any of its subsidiaries do currently hold or control any shares in the Company or any other financial instrument in the Company that entail a financial exposure comparable with shares in the Company. Furthermore, neither Nets nor any of its subsidiaries have acquired any shares in the Company during the last six months prior to the announcement of the Offer.
Conditions for the Offer
Completion of the Offer is conditional upon:
1. the Offer being accepted to such an extent that Nets becomes the owner of shares representing more than 90 per cent of the shares in the Company on a fully diluted basis; 2. no other party announcing an offer to acquire shares in the Company on terms that are more favourable to the shareholders of the Company than those of the Offer; 3. all regulatory, governmental or similar clearances, approvals, decisions and other actions from authorities or similar, necessary for the Offer and the acquisition of the Company, being obtained, in each case on terms which, in Nets' opinion, are acceptable; 4. neither the Offer nor the acquisition of DIBS being rendered wholly or partially impossible or significantly impeded as a result of legislation or other regulation, any decision of court or public authority, or any similar circumstance, which is actual or can be anticipated, and which Nets could not reasonably have foreseen at the time of announcement of the Offer; 5. no circumstances, which Nets did not have knowledge of at the time of announcement of the Offer, having occurred that have or can be expected to have a material adverse effect upon the Company's sales, results, liquidity, solidity, equity or assets; 6. no information made public by the Company or disclosed by the Company to Nets being inaccurate, incomplete or misleading in any material respects, and the Company having made public all information which should have been made public; and 7. the Company not taking any measures that are likely to impair the prerequisites for making or implementing the Offer.
Nets reserves the right to withdraw the Offer in the event that it can be established that any of the above conditions is not satisfied or cannot be satisfied. However, with regard to conditions 2-7, the Offer may only be withdrawn where the non-satisfaction of such condition is of material importance to Nets' acquisition of the Company or if otherwise approved by the Swedish Securities Council.
Nets reserves the right to waive, in whole or in part, one, several or all of the conditions above, including with respect to condition 1, to complete the Offer at a lower level of acceptance.
Financing of the Offer
Nets will finance the Offer through external financing. As of today, the relevant external financing has been secured through a combination of available and committed loan facilities and no further substantive conditions to draw down of funds during the time period relevant for the Offer apply.
Nets has, in connection with the preparations for the Offer, conducted a limited confirmatory due diligence review of the Company. DIBS has confirmed that no information which has not previously been published, and which can reasonably be expected to affect the price of the Company's securities, has been disclosed to Nets during the course of the due diligence process.
Nets in brief
Nets connects banks, businesses, merchants and consumers via an international network, which facilitates the exchange of digital payments, identities and information – called ‘digital values’.
Founded in 1968, Nets has a strong history of securely handling payments transactions. Nets’ activities include interbank clearing, terminal and PSP services, direct debit, credit transfers, e-invoicing, e-archiving, national e-identity solutions and card acquirer and issuer payment processing. Nets operates the domestic schemes of Dankort, BankAxept, Betalingsservice, AvtaleGiro, NemID and BankID and is active in card acquiring through its subsidiary Teller.
Nets was established in 2010 when Danish PBS Holding A/S (owner of PBS and PBS International) and Norwegian Nordito AS (owner of BBS and Teller) merged into a new, common group.
Nets works towards the vision of creating the future of digital values. Reflecting this, the company provides a comprehensive choice of services covering: Financial Services, Sector Services, and Merchant Services.
Nets has 2,450 employees in Denmark, Norway, Finland, Sweden and Estonia. Find out more at www.nets.eu.
Nets is a limited liability company incorporated in Denmark, registered under number (CVR) 27225993, with its registered seat at Lautrupbjerg 10, 2750 Ballerup and with its principal office at Lautrupbjerg 10, DK-2750 Ballerup, Denmark. Nets sole shareholder is Nassa A/S, which in turn is ultimately controlled by Advent Funds, Bain Funds and ATP Funds.
Indicative time plan
The acceptance period for the Offer is expected to commence around 7 November 2014, and end around 15 December 2014 (http://#_ftn2). An offer document regarding the Offer is expected to be made public in conjunction with the commencement of the acceptance period. Settlement will begin as soon as Nets has announced that the conditions for the Offer have been satisfied or that Nets has otherwise resolved to complete the Offer. Assuming that such an announcement is made no later than around 17 December 2014, settlement is expected to begin around 22 December 2014.
Nets reserves the right to extend the acceptance period for the Offer, as well as the right to postpone settlement.
The acquisition of the Company requires the approval by the Swedish Financial Supervisory Authority. While relevant and necessary approvals (as applicable) are expected to be received prior to the end of the acceptance period set forth above, there can be no assurance regarding the timing or receipt of the approvals.
Redemption and de-listing
As soon as possible after Nets becomes the owner of shares representing more than 90 per cent of the outstanding shares in the Company, Nets intends to commence a compulsory acquisition procedure under the Swedish Companies Act (Sw. aktiebolagslagen (2005.551)) to acquire all remaining shares in the Company. In connection therewith, Nets intends to promote a de-listing of the Company's shares from NASDAQ OMX First North in Stockholm.
Applicable law and disputes
The Offer shall be governed by and construed in accordance with the laws of Sweden. The Takeover Rules for certain trading platforms issued by the Swedish Corporate Governance Board (Sw. Kollegiet for svensk bolagsstyrning), and the Swedish Securities Council's rulings regarding the interpretation and application of the Takeover Rules, including, where applicable, the Swedish Securities Council's interpretation and application of the formerly applicable Rules on Public Offers for the Acquisition of Shares traded at Trading Platforms issued by the Swedish Industry and Commerce Stock Exchange Committee (Sw. Näringslivets Börskommitté), apply in relation to the Offer. The courts of Sweden shall have exclusive jurisdiction over any dispute arising out of or in connection with the Offer and the City Court of Stockholm shall be the court of first instance.
Nets has engaged Carnegie Investment Bank AB (publ) as financial advisor. Bird & Bird acts as legal advisors in connection with the transaction. Kastell Advokatbyrå has been engaged by Nets as legal advisor in respect of antitrust matters.
For further information about Nets and the public cash offer for the shares of the Company, please see www.netsinfo.se
For media quires, please contact:Press manager at Nets on+45 294 82646
This press release was submitted for publication on 29 October 2014 at 08.30 (CET).
This is a translation of the original Swedish language press release. In the event of discrepancies, the original Swedish wording shall prevail.
The Offer is not being made to persons whose participation in the Offer requires that any additional offer document is prepared or registration effected or that any other measures are taken in addition to those required under Swedish law. This press release and any documentation relating to the Offer are not being published in or distributed in or to and must not be mailed or otherwise distributed or sent in or to Australia, Canada, Hong Kong, Japan, New Zealand or South Africa or any other country in which doing so would require any such additional measures to be taken or would be in conflict with any applicable law or regulation (the "Restricted Jurisdiction"). Any such action will not be permitted or sanctioned by Nets. Any purported acceptance of the Offer resulting from a direct or indirect violation of these restrictions may be disregarded.
The Offer is not being made, directly or indirectly, in or into any Restricted Jurisdiction by use of mail or any other means or instrumentality (including, without limitation, facsimile transmission, electronic mail, telex, telephone and the Internet) of interstate or foreign commerce, or of any facility of national security exchange, and the Offer cannot be accepted by any such use, means, instrumentality or facility of, or from within, any Restricted Jurisdiction. Accordingly, this press release and any documentation relating to the Offer are not being and should not be sent, mailed or otherwise distributed or forwarded in or into any Restricted Jurisdiction.
Nets will not deliver any consideration under the Offer in or into any Restricted Jurisdiction.
This press release is not being, and must not be, sent to shareholders with registered addresses in any Restricted Jurisdiction. Banks, brokers, dealers and other nominees holding shares for persons in any Restricted Jurisdiction must not forward this press release or any documentation relating to the Offer to such persons.
Statements in this press release relating to future status or circumstances, including statements regarding future results, growth and other projections regarding development and the other benefits of the Offer, are forward-looking statements. These statements may generally, but not always, be identified by the use of words such as "anticipates", "intends", "expects", "believes", or similar expressions. By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future. There can be no assurance that actual results will not differ materially from those expressed or implied by these forward-looking statements due to many factors, many of which are outside the control of Nets. Any such forward-looking statements made herein speak only as of the date on which they are announced. Except as required by the Takeover Rules or applicable law or regulations, Nets expressly disclaims any obligations or undertaking to publicly announce updates or revisions to any forward-looking statements contained in this press release to reflect any change in expectations with regards thereto or any change in events, conditions or circumstances on which such statement is based, The reader should, however, consult any additional disclosures that Nets or the Company has made or may make.
Special notice to shareholders in the United States
The Offer described in this announcement is subject to the laws of Sweden. It is important for US securities holders to be aware that this document is subject to disclosure and takeover rules and regulations in Sweden that are different from those in the United States. The Offer is made in the United States in compliance with Section 14(e) of, and Regulation 14E under, the US Securities Exchange Act of 1934, as amended (“Exchange Act”), subject to the exemptions provided by Rule 14d-1(d) under the Exchange Act and otherwise in accordance with the requirements of Swedish law. Accordingly, the Offer is subject to disclosure and other procedural requirements, including with respect to withdrawal rights, the Offer timetable, settlement procedures and timing of payments that are different from those applicable under US domestic tender offer procedures and laws.
NEITHER THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION NOR ANY U.S. STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY HAS APPROVED OR DISAPPROVED OF THIS OFFER, PASSED UPON THE FAIRNESS OR MERITS OF THIS ANNOUNCEMENT OR DETERMINED WHETHER THIS ANNOUNCEMENT IS ACCURATE OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE IN THE UNITED STATES.
 (http://#_ftnref1) Based on 9,580,000 shares carrying equal voting rights, being the number of shares currently outstanding
 (http://#_ftnref2) DIBS is the holder of regulatory permit issued by the Swedish Financial Supervisory Authority ("SFSA") to act as an electronic money institution. The rules governing such permits provide for an ownership approval process before a new owner can acquire ten per cent or more of the shares in such institution. Following this announcement, Nets will procure that an application for such approval is submitted to the SFSA. Given DIBS' limited use of the said permit, Nets has reason to believe that approval will be obtained from the SFSA within the acceptance period of the Offer.