Project Panther Bidco Ltd launches a recommended cash offer of SEK 1.05 per share to the shareholders of Aspiro AB

This announcement is not an offer, whether directly or indirectly, in or into Australia, Hong Kong, Japan, New Zealand, South Africa or the United States or in or into any other jurisdictions where such offer pursuant to legislation and regulations in such relevant jurisdictions would be prohibited by applicable law. Shareholders not resident in Sweden who wish to accept the Offer (as defined below) must make inquiries concerning applicable legislation and possible tax consequences. Shareholders should refer to the offer restrictions included in the section titled “Important notice” at the end of this announcement and in the tender offer document which will be published before the beginning of the acceptance period for the Offer.

Press release

30 January 2015

Project Panther Bidco Ltd (“Panther”) hereby announces a recommended cash offer to the shareholders in Aspiro AB (publ) (“Aspiro” or the “Company”) to tender all shares in Aspiro to Panther for SEK 1.05 per share (the “Offer”). [1]  The shares in Aspiro are listed on Nasdaq Stockholm, Small Cap.

Summary

  • All shareholders of Aspiro are offered SEK 1.05 in cash per share in Aspiro.
  • The price offered for the shares represents a premium of 59.1 percent for the Aspiro share compared to the closing price on 29 January 2015, the last trading day prior to the announcement, of SEK 0.66 and 58.7 percent for the Aspiro share compared to the volume-weighted average trading prices over the 90 calendar days ending on 29 January 2015 of SEK 0.66.
  • The independent bid committee of the board of directors of Aspiro has unanimously [2] recommended Aspiro’s shareholders to accept the offer. Aspiro’s independent bid committee has in connection thereto obtained a fairness opinion from ABG Sundal Collier, in which it is stated that the Offer is fair from a financial point of view subject to the preconditions and assumptions stated in the opinion.
  • Streaming Media AS (“SM”), which holds approximately 75.9 percent of the shares and votes in Aspiro, has through an agreement with Panther, subject only to Panther complying in all material aspects with the Takeover Rules and good stock market practice in Sweden, irrevocably and unconditionally committed to accept the Offer.
  • An offer document regarding the Offer is expected to be made public on or about 17 February 2015.
  • The acceptance period for the Offer is expected to begin on or about 19 February 2015 and expire on or about 11 March 2015. Commencement of settlement is expected to begin approximately one week after the expiry of the acceptance period.

Background and reasons for the Offer

Aspiro is a media technology company in the forefront of the ongoing redefinition of music consumption. Through the subscription services WiMP and TIDAL, Aspiro offers a complete experience of higher HiFi quality. The platform encompasses audio, video and integrated editorial features. Panther is controlled by S. Carter Enterprises, LLC (“SCE”) which has for some time followed the development of Aspiro and believes that Aspiro is an innovative high-quality company with strong future growth potential.

SCE holds interests in leading international music, media and entertainment companies and believes that significant opportunities exist to further develop Aspiro in a focused private environment outside of the stock exchange. Panther can, as an active owner with significant resources for expansion, further technology investment and strong industrial and content production networks, provide long term support for the management and the business in order to utilize and fully capitalize on the opportunities that lie ahead.

Panther believes that the recent developments in the entertainment industry, with the migration to music and media streaming, offers great potential for increased entertainment consumption and an opportunity for artists to further promote their music.  Panther’s strategic ambition revolves around global expansion and up-scaling of Aspiro’s platform, technology and services.

After the completion of the Offer, Panther will, together with the management team of Aspiro, determine the optimal strategy for Aspiro’s operations. Given Panther’s strong ambitions for Aspiro, an international expansion will require extended global operations and organizational structure. However, Panther does currently not foresee any material changes to the management and employees or their terms of employment.

The Offer

Consideration

All shareholders of Aspiro are offered SEK 1.05 in cash per share in Aspiro. [3]

The offer price under the Offer will be adjusted accordingly should Aspiro, prior to the settlement of the Offer, distribute a dividend or in any other way distribute or transfer funds or assets to its shareholders.

No commission will be charged in respect of the settlement of the shares tendered to Panther under the Offer.

Premiums

The price of the Offer represents a premium of: [4]

  • 59.1 percent for the Aspiro share compared to the closing price on 29 January 2015, the last trading day prior to the announcement, of SEK 0.66; and
  • 58.7 percent for the Aspiro share compared to the volume-weighted average trading prices over the 90 calendar days ending on 29 January 2015 of SEK 0.66.

Total value of the Offer

The total value of the Offer amounts to SEK 464,085,035.40. [5]

Acceptance period and settlement

The acceptance period for the Offer is expected to begin on or about 19 February 2015 and expire on or about 11 March 2015. Commencement of settlement is expected to begin approximately one week after the expiry of the acceptance period.

Conditions for completion of the Offer

The completion of the Offer is conditional upon:

i.                        that the Offer is accepted to the extent that Panther becomes the owner of more than 90 percent of the total number of shares in Aspiro (calculated before as well as on a fully diluted basis);

ii.                        that, with respect to the Offer, the acquisition of Aspiro and the execution thereof, all necessary permits, approvals, decisions and similar clearances from authorities, including competition authorities, have been received, in each case on terms which, in Panther’s opinion, are acceptable;

iii.                        that Panther does not discover that any information publicly disclosed by Aspiro or otherwise made available to Panther is materially inaccurate, incomplete or misleading or that any material information that should have been publicly disclosed by Aspiro has not been so disclosed;

iv.                        that neither the Offer nor the acquisition of Aspiro and its execution is wholly or partly prevented or materially adversely affected by any legislation or other regulation, court decision, public authority decision, action by third party or similar circumstance, which is actual or could reasonably be anticipated and is outside of the control of Panther, and which Panther could not reasonably have foreseen at the time of the announcement of the Offer;

v.                        that no circumstance, which Panther did not have knowledge of at the time of the announcement of the Offer, has occurred or is likely to occur which has a material adverse effect on, or can reasonably be expected to have a material adverse effect upon the sales, results, liquidity, solidity, equity or assets of Aspiro and its subsidiaries, taken as a whole; and

vi.                        that Aspiro does not take any measures that are typically intended to impair the prerequisites for the implementation of the Offer.

Panther reserves the right to withdraw the Offer in the event that it is clear that any, several or all of the above conditions are not fulfilled in whole or in part or cannot be fulfilled. However, with regard to conditions (ii) – (vi), such withdrawal will only be made provided that the non-fulfillment of such condition is of material importance to Panther’s acquisition of Aspiro.

Panther reserves the right to waive, in whole or in part, one or several of the conditions above, including, with respect to condition (i) above, to complete the Offer at a lower level of acceptance.

Description of Panther

Panther is a limited liability company incorporated in England and Wales whose address is 1411 Broadway, 39th Floor, New York, NY 10018, USA. Panther is indirectly owned by SCE, which is controlled by Shawn Carter. Panther is newly established for purposes of making the Offer and has therefore no financial history. However, Panther has secured financing of the Offer through SCE.

Financing of the Offer

Panther will finance the Offer with funds committed by SCE. Accordingly, the completion of the Offer is not conditional upon any financing being obtained.

Recommendation by Aspiro’s independent bid committee

The independent bid committee of the board of directors of Aspiro has unanimously [6] recommended Aspiro’s shareholders to accept the offer. The independent bid committee of Aspiro has obtained a fairness opinion from ABG Sundal Collier concluding that, in their opinion and subject to the qualifications and assumptions set out therein, the Offer price is fair to Aspiro’s shareholders from a financial point of view. The recommendation and the fairness opinion will be included in the offer document.

Undertaking to accept the Offer

SM, which holds 335,638,694 shares in Aspiro, corresponding to approximately 75.9 percent of the shares and votes in Aspiro, has through an agreement with Panther, subject only to Panther complying in all material aspects with the Takeover Rules and good stock market practice in Sweden, irrevocably and unconditionally undertaken to accept the Offer and to tender its shares to Panther in the Offer.

Approvals from competition authorities

As indicated above, the completion of the Offer is conditional upon, inter alia, all necessary approvals or similar from competition authorities being obtained. Panther expects such necessary approvals to be granted.

Acquisition of employee stock options

Panther has with approval from Aspiro’s independent committee undertaken to acquire employee stock options that have vested at an amount corresponding their fundamental value, meaning the difference between the price per share in the Offer and the strike price of the employee stock options.

Panther’s holding of financial instruments in Aspiro

Panther currently does not hold or control any shares in Aspiro or any holdings of financial instruments which gives Panther a financial exposure equivalent to a shareholding in Aspiro. Panther has not acquired any shares in Aspiro during the last six months prior to the announcement of the Offer.

Panther may acquire, or enter into arrangements to acquire, shares in Aspiro during the acceptance period. Any purchases made or arranged shall be in accordance with Swedish law and disclosed in accordance with applicable rules.

Due diligence

Panther has, in connection with the preparation for the Offer, conducted a due diligence and, in connection therewith, met with the management of the Company. During the due diligence, Panther has, inter alia, reviewed agreements and financial information. Aspiro has informed Panther that no information has been disclosed during this process to Panther that has not already been made public and that can reasonably be expected to affect the price of Aspiro’s shares, with the exception of certain limited unaudited financial information regarding Aspiro’s report for the fourth quarter 2014. As a result, Aspiro has decided to bring forward the announcement of such financial information to 5 February 2015.

Agreement with Aspiro

Aspiro has undertaken, subject to its fiduciary duties, not to actively solicit any competing bidders between the period 13 December 2014 and 31 January 2015.

Preliminary timetable [7]

Preliminary date for publication of the offer document           17 February 2015

Preliminary dates for the acceptance period                            19 February – 11 March 2015

Preliminary date of commencement of settlement                  18 March 2015

Panther reserves the right to extend the acceptance period, as well as to postpone the settlement date.

Compulsory redemption proceedings and delisting

As soon as possible after Panther has acquired shares representing more than 90 percent of the total number of shares in Aspiro, Panther intends to commence compulsory redemption proceedings under the Swedish Companies Act (2005:551) to acquire all remaining shares in Aspiro. In connection therewith, Panther intends to promote delisting of Aspiro shares from Nasdaq Stockholm.

Applicable law and disputes

The Offer, as well as the agreements entered into between Panther and the shareholders in Aspiro as a result of the Offer, shall be governed and construed in accordance with substantive Swedish law. Any dispute regarding the Offer, or which arises in connection therewith, shall be exclusively settled by Swedish courts, and the City Court of Stockholm shall be the court of first instance.

The Takeover Rules and the Swedish Securities Council’s rulings regarding 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 issued by the Swedish Industry and Commerce Stock Exchange Committee, are applicable to the Offer. Furthermore, Panther has, in accordance with the Swedish Act on Public Takeovers on the Stock Market (Sw. lag (2006:451) om offentliga uppköpserbjudanden på aktiemarknaden ), on 30 January 2015 contractually undertaken towards Nasdaq Stockholm to fully comply with said rules and statements and to submit to any sanctions that can be imposed by Nasdaq Stockholm in event of breach of the Takeover Rules. Panther has on 30 January 2015 informed the Swedish Financial Supervisory Authority (Sw. Finansinspektionen ) about the Offer and the above mentioned undertakings towards Nasdaq Stockholm.

Advisors

SEB is financial advisor and Roschier Advokatbyrå (as to Swedish law), Thommessen (as to Norwegian law) and Cummings & Lockwood and Pryor Cashman (as to US law) are legal advisors to Panther in connection with the Offer.

Project Panther Bidco Ltd

Sole director

For additional information contact:

Birgitta Henriksson, +46 8 410 32 180 or projectpanther@brunswickgroup.com

This information was submitted for publication on 30 January 2015 at 07:45 a.m. (CET).

Questions concerning the Offer:

In case of questions concerning the Offer, please contact SEB Emissioner at the following telephone number: +46 8 639 27 50. Information is also available at Panther’s website ( www.projectpanther.se ) and SEB’s website for prospectuses and offer documents (www.sebgroup.com/prospectuses)

Important notice

The Offer is not being made, directly or indirectly, in or into Australia, Hong Kong, Japan, New Zealand, South Africa or the United States or in or into any other jurisdictions where such offer pursuant to legislation and regulations in such relevant jurisdictions would be prohibited by applicable law (together, the “Restricted Jurisdictions”) or 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, of any Restricted Jurisdiction, 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.

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 other document received in connection with the Offer to such persons.

Statements in this press release relating to future status or circumstances, including statements regarding future performance, growth and other trend projections 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 Panther. Any such forward-looking statements speak only as of the date on which they are made and Panther has no obligation (and undertakes no such obligation) to update or revise any of them, whether as a result of new information, future events or otherwise, except for in accordance with applicable laws and regulations.


[1] The Company has issued warrants, which after re-calculation amount to 17,465,067. However, as all those warrants are held by the wholly-owned subsidiary Aspiro Innovation AB, they are excluded from the Offer in accordance with section II.12 of the Takeover Rules.

[2] Trond Berger and Rolf Kristian Presthus are board members of SM and are conflicted following the point in time when SM entered into an undertaking to tender all its shares in Aspiro in the Offer. However, the board of directors is quorate also without those two conflicted board members as three out of five board members have the right to participate in the board of directors’ deliberations and decisions regarding the Offer.

[3] The Company has issued warrants, which after re-calculation amount to 17,465,067. However, as all those warrants are held by the wholly-owned subsidiary Aspiro Innovation AB, they are excluded from the Offer in accordance with section II.12 of the Takeover Rules.

[4] Source for Panther share prices: Bloomberg.

[5] Based on an aggregate of 441,985,748 outstanding shares in Aspiro.

[6] Trond Berger and Rolf Kristian Presthus are board members of SM and are conflicted following the point in time when SM entered into an undertaking to tender all its shares in Aspiro in the Offer. However, the board of directors is quorate also without those two conflicted board members as three out of five board members have the right to participate in the board of directors’ deliberations and decisions regarding the Offer.

[7] All dates are preliminary and subject to change.

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