Final result of Sapphire BidCo Ltd’s voluntary public cash tender offer for all the shares in Basware Corporation: Sapphire BidCo Ltd completes the tender offer

Basware Corporation, stock exchange release, 27 June 2022 at 10:00 a.m. EEST

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO AUSTRALIA, CANADA, HONG KONG, JAPAN, NEW ZEALAND OR SOUTH AFRICA OR IN ANY OTHER JURISDICTION IN WHICH THE TENDER OFFER WOULD BE PROHIBITED BY APPLICABLE LAW.

On 26 April 2022, Sapphire BidCo Ltd (the “Offeror”) commenced a voluntary recommended public cash tender offer to acquire all of the issued and outstanding shares in Basware Corporation (“Basware” or the “Company”) that are not held by Basware or any of its subsidiaries (the “Shares” or, individually, a “Share”) (the “Tender Offer”). The offer period for the Tender Offer commenced on 26 April 2022, at 9:30 a.m. (Finnish time) and expired on 21 June 2022, at 4:00 p.m. (Finnish time).

According to the final result of the Tender Offer, the 11,345,283 Shares tendered in the Tender Offer represent approximately 78.5 per cent of all the Shares and voting rights carried by the Shares in Basware and, together with the total of 1,882,818 Shares held by Long Path (as defined below) and 680,948 Shares held by Briarwood (as defined below) that they have irrevocably undertaken to exchange for securities in the Offeror’s affiliated entity, Topaz MidCo Ltd (“Topaz”), upon the completion of the Tender Offer having been confirmed, represent approximately 96.2 per cent of all the Shares and voting rights carried by the Shares in Basware.

As announced earlier by the Offeror, Briarwood holds 1,000 warrants which were issued by the Company based on a decision by the Board of Directors of the Company on 19 March 2019 (the “Warrants”) and which entitle Briarwood to subscribe for a total maximum number of 1,003,000 new shares in Basware. Briarwood has irrevocably undertaken to exercise the Warrants upon the completion of the Tender Offer having been confirmed and to then exchange Shares so subscribed for securities in Topaz, or to exchange the Warrants for securities in Topaz. As described in the tender offer document published on 26 April 2022, the decision as to whether the Warrants would be exercised or transferred to Topaz would be taken based on whether the Offeror has received more than 90 per cent of the Shares and votes carried by the Shares in Basware through the Tender Offer and the contribution of Shares by Long Path and Briarwood. Based on the final result of the Tender Offer, Briarwood has decided to exchange the Warrants for securities in Topaz for a value corresponding to the offer price in the Tender offer for the shares that the Warrants entitle to, deducted by the Warrant exercise price.

According to the terms and conditions of the Tender Offer, the completion of the Tender Offer is subject to, among other things, the fulfilment or waiver by the Offeror of the condition that the Tender Offer has been validly accepted with respect to Shares representing, together with any Shares otherwise held by the Offeror or the Consortium Members (as defined below) and any Shares that may be received upon exercise of the Warrants by the Offeror or the Consortium Members, on a fully diluted basis, more than ninety (90) per cent of the Shares and voting rights in the Company calculated in accordance with Chapter 18, Section 1 of the Finnish Companies Act (624/2006, as amended, the “Finnish Companies Act”) (the “Minimum Acceptance Condition”).

As the Minimum Acceptance Condition and all other conditions to completion have been satisfied, the Offeror will complete the Tender Offer in accordance with its terms and conditions.

The offer price will be paid on or about 15 July 2022 to each securityholder of Basware who has validly accepted the Tender Offer in accordance with the terms and conditions of the Tender Offer. The offer price will be paid in accordance with the payment procedures described in the terms and conditions of the Tender Offer. The actual time of receipt of the payment by tendering securityholders will depend on the schedules of money transactions between financial institutions.

It is the Offeror’s intention to acquire all the Shares in Basware and to apply for the Shares in Basware to be delisted from Nasdaq Helsinki Ltd (“Nasdaq Helsinki”) as soon as permitted and reasonably practicable under the applicable laws and regulations and the rules of Nasdaq Helsinki. As the Offeror’s ownership in Basware will exceed 90 percent of the Shares and voting rights in Basware after the settlement of the Shares tendered in the Tender Offer, the Offeror intends to initiate compulsory redemption proceedings to acquire the remaining Shares in accordance with the Finnish Companies Act.

The Offeror may continue to acquire Shares, enter into arrangements to acquire Shares or arrange ownership of Shares on or after the date of this stock exchange release in public trading on Nasdaq Helsinki or otherwise.

Basware will, following the successful completion of the Tender Offer as well as the subsequent compulsory redemption proceedings under the Finnish Companies Act, be indirectly wholly-owned by a consortium of investors comprising Accel-KKR Capital Partners VI, LP (“Accel-KKR”), Long Path Holdings 1, LP (a vehicle controlled by funds managed or advised by Long Path Partners, LP, and/or its affiliates, together “Long Path”), and Briarwood Capital Partners LP (a vehicle controlled by Briarwood Chase Management LLC, and/or its affiliates, together “Briarwood”) (each a “Consortium Member” and together, the “Consortium”).

Media and investor enquiries:

Basware Corporation:

Katariina Kataja
Investor Relations Manager
Basware Corporation
Tel. +358 40 527 1427
katariina.kataja@basware.com

The Consortium:

Michael Jääskeläinen
Tel. +358 50 571 0514
consortium@hkstrategies.fi

About the Consortium

Accel-KKR is affiliated with AKKR Fund II Management Company, LP, a registered investment adviser under the regulatory oversight of the United States Securities and Exchange Commission (“SEC”). The company was founded in 2000 and today comprises a team of over 80 investment, operational and consulting professionals. The company specialises in partnering with mid-sized software and tech-enabled services companies and working with founders to increase underlying business value over the long-term. Since its inception, the company has acquired or invested in over 300 businesses across the globe. AKKR Fund II Management Company, LP has over USD 13 billion in cumulative capital commitments raised across its buyout, growth capital, and credit funds with capital commitments with a diverse group of investors, including hospitals and foundations, government pensions, university endowments, corporate pensions and insurance, and fund of funds.

Long Path is a registered investment adviser under the regulatory oversight of the SEC. Long Path was founded in 2018 and it has approximately USD 700 million assets under management (AUM). The company invests in a limited number of high quality, predictable businesses operating primarily in the enterprise software and business & information service markets. Long Path’s patient and flexible capital base allows for partnering with management teams to execute long-duration investments in both the public and private markets on a global basis. The client base of the company includes endowments and foundations, single- and multi-family offices, Outsourced Chief Investment Officers (OCIO’s) and high net worth individuals. Long Path has been a shareholder of Basware since 2019 and it currently holds approximately 13.02 per cent of all the shares and votes (and 12.17 per cent of all the shares and votes on a fully diluted basis) in Basware.

Briarwood is a registered investment adviser based in New York, United States and under the regulatory oversight of the SEC. The company employs a research-driven, value-oriented investment style focused on international equities. Briarwood is a long-term oriented owner, which seeks to form partnerships with management teams for an extended duration and to work collaboratively on areas where Briarwood can bring expertise such as capital markets. Briarwood’s client base mirrors the firm’s long-term investment style and consists of capital from global family offices, endowments, and foundations. Briarwood has been a shareholder of Basware since 2019 and currently holds approximately 4.71 per cent of all the Shares and votes in Basware. In addition, Briarwood holds 1,000 Warrants entitling it to subscribe for a total maximum number of 1,003,000 new shares in Basware, which it has irrevocably undertaken to exercise upon the completion of the Tender Offer having been confirmed and to then exchange Shares so subscribed for securities in Topaz, or to exchange the Warrants for securities in Topaz.

About Basware

Basware is a public limited liability company incorporated under the laws of Finland with its shares admitted to trading on the official list of Nasdaq Helsinki. Basware is a leading provider of cloud-based, software-as-a-service (SaaS) business solutions. The Company creates and delivers cloud-based Networked Procure-to-Pay solutions to help customers simplify operations and spend smarter by automating their procurement and finance processes. Basware serves globally operating enterprises and their suppliers across all industries and has over 6,500 customers in approximately 60 countries worldwide. Basware is a supplier of Networked Procure-to-Pay solutions and electronic invoicing services for both suppliers and buyers with an extensive global electronic invoicing network with users in over 180 countries. The Company’s technology enables the capture of all financial data across procurement, finance, accounts payable and accounts receivable functions. In addition, Basware’s offering comprises services related to electronic procurement, accounts payable automation, analytics as well as professional services.

IMPORTANT INFORMATION

THIS RELEASE MAY NOT BE RELEASED OR OTHERWISE DISTRIBUTED, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO, AUSTRALIA, CANADA, HONG KONG, JAPAN, NEW ZEALAND OR SOUTH AFRICA OR IN ANY OTHER JURISDICTION IN WHICH THE TENDER OFFER WOULD BE PROHIBITED BY APPLICABLE LAW.

THIS RELEASE IS NOT A TENDER OFFER DOCUMENT AND AS SUCH DOES NOT CONSTITUTE AN OFFER OR INVITATION TO MAKE A SALES OFFER. IN PARTICULAR, THIS RELEASE IS NOT AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY SECURITIES DESCRIBED HEREIN, AND IS NOT AN EXTENSION OF THE TENDER OFFER, IN, AUSTRALIA, CANADA, HONG KONG, JAPAN, NEW ZEALAND OR SOUTH AFRICA. INVESTORS SHALL ACCEPT THE TENDER OFFER FOR THE SHARES ONLY ON THE BASIS OF THE INFORMATION PROVIDED IN A TENDER OFFER DOCUMENT. THE TENDER OFFER IS NOT BEING MADE, AND THE SHARES WILL NOT BE ACCEPTED FOR PURCHASE FROM OR ON BEHALF OF PERSONS, DIRECTLY OR INDIRECTLY IN ANY JURISDICTION WHERE EITHER AN OFFER OR ACCEPTANCE THEREOF IS PROHIBITED BY APPLICABLE LAW OR WHERE ANY TENDER OFFER DOCUMENT OR REGISTRATION OR OTHER REQUIREMENTS WOULD APPLY IN ADDITION TO THOSE UNDERTAKEN IN FINLAND.

THE TENDER OFFER IS NOT BEING MADE DIRECTLY OR INDIRECTLY IN ANY JURISDICTION WHERE PROHIBITED BY APPLICABLE LAW AND, WHEN PUBLISHED, THE TENDER OFFER DOCUMENT AND RELATED ACCEPTANCE FORMS WILL NOT AND MAY NOT BE DISTRIBUTED, FORWARDED OR TRANSMITTED INTO OR FROM ANY JURISDICTION WHERE PROHIBITED BY APPLICABLE LAWS OR REGULATIONS. IN PARTICULAR, THE TENDER OFFER IS NOT BEING MADE, DIRECTLY OR INDIRECTLY, IN OR INTO, BY USE OF THE POSTAL SERVICE OF, OR BY ANY MEANS OR INSTRUMENTALITY (INCLUDING, WITHOUT LIMITATION, E-MAIL, FACSIMILE TRANSMISSION, TELEX, TELEPHONE OR ELECTRONIC TRANSMISSION BY WAY OF THE INTERNET OR OTHERWISE) OF INTERSTATE OR FOREIGN COMMERCE OF, OR THROUGH ANY FACILITIES OF A NATIONAL SECURITIES EXCHANGE OF, AUSTRALIA, CANADA, HONG KONG, JAPAN, NEW ZEALAND OR SOUTH AFRICA. THE TENDER OFFER CANNOT BE ACCEPTED, DIRECTLY OR INDIRECTLY, BY ANY SUCH USE, MEANS OR INSTRUMENTALITY OR FROM WITHIN, AUSTRALIA, CANADA, HONG KONG, JAPAN, NEW ZEALAND OR SOUTH AFRICA AND ANY PURPORTED ACCEPTANCE OF THE TENDER OFFER RESULTING DIRECTLY OR INDIRECTLY FROM A VIOLATION OF THESE RESTRICTIONS WILL BE INVALID.

THIS STOCK EXCHANGE RELEASE HAS BEEN PREPARED IN COMPLIANCE WITH FINNISH LAW, THE RULES OF NASDAQ HELSINKI AND THE HELSINKI TAKEOVER CODE AND THE INFORMATION DISCLOSED MAY NOT BE THE SAME AS THAT WHICH WOULD HAVE BEEN DISCLOSED IF THIS ANNOUNCEMENT HAD BEEN PREPARED IN ACCORDANCE WITH THE LAWS OF JURISDICTIONS OUTSIDE OF FINLAND.

Information for shareholders of Basware in the United States

Shareholders of Basware in the United States are advised that the Shares are not listed on a U.S. securities exchange and that Basware is not subject to the periodic reporting requirements of the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”), and is not required to, and does not, file any reports with the U.S. Securities and Exchange Commission (the “SEC”) thereunder.

The Tender Offer will be made for the issued and outstanding shares of Basware, which is domiciled in Finland, and is subject to Finnish disclosure and procedural requirements. The Tender Offer is made in the United States pursuant to Section 14(e) and Regulation 14E under the Exchange Act, subject to exemptions provided by Rule 14d-1(d) under the Exchange Act for a “Tier II” tender offer, and otherwise in accordance with the disclosure and procedural requirements of Finnish law, including with respect to the Tender Offer timetable, settlement procedures, withdrawal, waiver of conditions and timing of payments, which are different from those of the United States. In particular, the financial information included in this announcement has been prepared in accordance with applicable accounting standards in Finland, which may not be comparable to the financial statements or financial information of U.S. companies. The Tender Offer is made to the Company’s shareholders resident in the United States on the same terms and conditions as those made to all other shareholders of the Company to whom an offer is made.

To the extent permissible under applicable law or regulations, the Offeror and its affiliates or its brokers and its brokers’ affiliates (acting as agents for the Offeror or its affiliates, as applicable) may from time to time after the date of this stock exchange release and during the pendency of the Tender Offer, and other than pursuant to the Tender Offer, directly or indirectly, purchase or arrange to purchase the Shares or any securities that are convertible into, exchangeable for or exercisable for the Shares. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. To the extent information about such purchases or arrangements to purchase is made public in Finland, such information will be disclosed by means of a press release or other means reasonably calculated to inform U.S. shareholders of such information. No purchases will be made outside the Tender Offer in the United States by or on behalf of the Offeror. In addition, the financial advisers to the Offeror may also engage in ordinary course trading activities in securities of the Company, which may include purchases or arrangements to purchase such securities. To the extent required in Finland, any information about such purchases will be made public in Finland in the manner required by Finnish law.

Neither the SEC nor any U.S. state securities commission has approved or disapproved the Tender Offer, passed upon the merits or fairness of the Tender Offer, or passed any comment upon the adequacy, accuracy or completeness of the disclosure in this stock exchange release. Any representation to the contrary is a criminal offence in the United States.

The receipt of cash pursuant to the Tender Offer by a U.S. holder of Shares may be a taxable transaction for U.S. federal income tax purposes and under applicable U.S. state and local, as well as foreign and other, tax laws. Each holder of Shares is urged to consult its independent professional adviser immediately regarding the tax consequences of accepting the Tender Offer.

It may be difficult for the Company’s shareholders to enforce their rights and any claims they may have arising under the U.S. federal securities laws, since the Company is located in a non-U.S. jurisdiction, and some or all of its officers and directors may be residents of non-U.S. jurisdictions. The Company’s shareholders may not be able to sue the Company or its officers or directors in a non-U.S. court for violations of the U.S. federal securities laws. It may be difficult to compel the Company and its affiliates to subject themselves to a U.S. court’s judgment.

Forward-looking statements

This stock exchange release contains statements that, to the extent they are not historical facts, constitute “forward-looking statements”. Forward-looking statements include statements concerning plans, expectations, projections, objectives, targets, goals, strategies, future events, future revenues or performance, capital expenditures, financing needs, plans or intentions relating to acquisitions, competitive strengths and weaknesses, plans or goals relating to financial position, future operations and development, business strategy and the trends in the industries and the political and legal environment and other information that is not historical information. In some instances, they can be identified by the use of forward-looking terminology, including the terms believes”, “intends”, “may”, “will” or “should” or, in each case, their negative or variations on comparable terminology. By their very nature, forward-looking statements involve inherent risks, uncertainties and assumptions, both general and specific, and risks exist that the predictions, forecasts, projections and other forward-looking statements will not be achieved. Given these risks, uncertainties and assumptions, investors are cautioned not to place undue reliance on such forward-looking statements. Any forward-looking statements contained herein speak only as at the date of this stock exchange release.

Disclaimers

Lazard & Co., Limited (“Lazard”), which is authorized and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively as financial advisor to the Offeror and no one else in relation to the Tender Offer or the matters referred to in this announcement and will not be responsible to anyone other than the Offeror for providing the protections afforded to clients of Lazard nor for providing advice in relation to the Tender Offer or any other matters referred to in this announcement. Neither Lazard nor any of its affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Lazard in connection with this announcement, any statement contained herein or otherwise.

Danske Bank A/S, Finland Branch is acting exclusively for the Offeror and no one else in relation to the Tender Offer or the matters referred to in this document, will not regard any other person than the Offeror as its client in relation to the Tender Offer and will not be responsible to anyone other than the Offeror for providing the protections afforded to its clients nor for providing advice in relation to the Tender Offer or any other transaction or arrangement referred to in this document.

Goldman Sachs International, which is authorized by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority in the United Kingdom, is acting exclusively for Basware and no one else in connection with the Tender Offer and the matters set out in this announcement. Neither Goldman Sachs International nor its affiliates, nor their respective partners, directors, officers, employees or agents are responsible to anyone other than Basware for providing the protections afforded to clients of Goldman Sachs International, or for giving advice in connection with the Tender Offer or any matter or arrangement referred to in this announcement.