The Board of Directors of Cxense ASA unanimously recommends a voluntary cash offer from Piano Software, Inc. to acquire all of the shares of Cxense.
Oslo, August 5, 2019, The Board of Directors of Cxense ASA (“Cxense”; OSE ticker code: “CXENSE”) announces an agreement with Piano Software, Inc. (“Piano”) whereby a subsidiary of Piano, Piano Software B.V. (under incorporation) (the "Offeror") will offer to acquire all of the shares of Cxense through a voluntary cash offer of NOK 16.00 per share. The Board of Directors of Cxense unanimously recommends the shareholders of Cxense to accept the offer.
The consideration offered will be NOK 16.00 in cash per Cxense share (the “Offer Price”), which represents a premium of approximately 152% to the closing share price of Cxense on August 2nd 2019. Furthermore, the Offer Price represents a premium of approximately 205% and 186% compared to the 30-day and 90-day volume weighted average share price of Cxense on the Oslo Stock Exchange for the period ending on August 2nd 2019. The Offer Price values the total share capital of Cxense at approximately NOK 351 million.
Piano and Cxense have entered into a transaction agreement regarding an acquisition of Cxense by the Offeror. Under the terms of the agreement, the Offeror will put forward a recommended voluntary cash offer (the “Voluntary Offer”) pursuant to the Norwegian Securities Trading Act for all of the shares of Cxense.
Shareholders representing approximately 53.6% of the total share capital of Cxense, have undertaken to accept the Voluntary Offer for their shares in the Company, including Cxense’s five largest shareholders, Ferd AS, ASAH AS, Norron Asset Management, Aker Capital AS and Polaris Media AS. The members of the Board of Directors and key management representatives of Cxense have undertaken to accept the Voluntary Offer in respect of the shares they hold. These pre-acceptances may be withdrawn on certain conditions in the event of a superior competing offer.
Piano is a U.S. based, fast-growing software as a service (“SaaS”) company, empowering companies to create customized digital experiences and commercial relationships for their users. Leading organizations use Piano’s award-winning enterprise platform to power their subscription, registration, analytics, entitlement, and personalization efforts.
“We have been impressed by the Piano management team and the company’s high growth and significant development in the past years. It holds a great vision for further expansion, with Cxense providing significant value for that journey. Cxense and Piano are two highly complementary businesses with regards to product capabilities, geographical footprint and in terms of the respective teams. We are therefore confident this transaction will create a strong platform for further expansion. The offer is reflective of the significant synergies Cxense will bring to the joint company, and as such is viewed as a positive for Cxense shareholders and stakeholders at large”, says Lars B. Thoresen, Chairman of the Board of Directors of Cxense.
“At Piano, we have always admired Cxense’s advanced product suite, and have been watching the progress of the current management team with great respect,” says Trevor Kaufman, CEO of Piano. “We are thrilled at the prospect of joining forces with Cxense’s global staff to create the SaaS market leader in powering personalized digital commercial experiences.”
After having carefully reviewed and evaluated the terms and conditions of the Voluntary Offer, the Board of Directors of Cxense is of the view that an acceptance of the Voluntary Offer is in the best interest of Cxense’s shareholders. The Board of Directors has been assisted by its financial adviser Arctic Securities AS in the evaluation of the Voluntary Offer and the Board of Directors has taken into account, amongst other things, such advice to recommend the Voluntary Offer.
The Board of Directors of Cxense has the right to withdraw its recommendation of the Voluntary Offer in the event a superior competing offer is made that is not matched by the Offeror within five days after the Offeror received notice thereof. As part of the transaction agreement with the Offeror and subject to customary exceptions, Cxense has entered into undertakings not to solicit competing offers from third parties.
The Board of Directors has in consultation with the Oslo Stock Exchange engaged KWC AS (“KWC”) as an independent third party to provide an independent statement regarding the Voluntary Offer to be issued in accordance with the requirements in section 6-16 (1) cf. 6-19 (1) of the Norwegian Securities Trading Act. Such statement will be released at the latest one week prior to the expiration of the Voluntary Offer.
As will be further detailed and specified in the Voluntary Offer Document, the completion of the Voluntary Offer will inter alia be subject to the following conditions being satisfied or waived by Offeror:
- The Voluntary Offer shall have been accepted by shareholders of Cxense representing more than 90% of the issued and outstanding share capital of Cxense, including 110,000 new shares expected to be issued based on share options being in the money;
- Piano has prior to the announcement of the Voluntary Offer obtained binding commitment letters for sufficient equity and debt financing of the Voluntary Offer on terms corresponding to standard market terms for such financing from reliable financing sources in the United States, and Piano shall have entered into final and binding agreements for the financing of the Voluntary Offer. In the event Piano has not fulfilled or waived the financing condition at the latest five trading days before the expiry of the acceptance period (as extended), Piano shall pay to Cxense a break-fee in the amount of USD 5 million;
- No material adverse change in Cxense until the completion of the Voluntary Offer;
- Cxense shall have conducted its business in all material respects in the ordinary course and in accordance with applicable laws, regulations and decisions of competent governmental and regulatory authorities;
- The Cxense Board of Directors shall not have amended its recommendation of the Voluntary Offer; and
- Other customary conditions as described in the Voluntary Offer Document
The Offeror is in the process of preparing the Voluntary Offer Document. The Voluntary Offer Document will be sent to Cxense’s shareholders as soon as it has been approved by the Oslo Stock Exchange. Such approval is expected on or about August 12th, 2019. The offer period for the Voluntary Offer will be four weeks from the date of the Voluntary Offer Document being released, unless extended by the Offeror. The Offeror has in the transaction agreement undertaken to hold the Voluntary Offer open for at least 5 (five) trading days on the Oslo Stock Exchange after the financing condition, as referred to above, has been fulfilled or waived by Piano.
The Voluntary Offer will not be made in any jurisdiction in which the making of the Voluntary Offer would not be in compliance with the laws of such jurisdiction. This notification does not in itself constitute an offer. The Voluntary Offer will only be made on the basis of the Voluntary Offer Document and can only be accepted pursuant to the terms of such document.
This announcement also serves to fulfill the Offeror's announcement obligation under section 6-19 (3), first sentence of the Norwegian Securities Trading Act.
Arctic Securities AS is acting as financial advisor and Aabø-Evensen & Co Advokatfirma AS is acting as legal advisor to Cxense in connection with the Voluntary Offer.
GCA Advisors and Stella EOC are acting as financial advisors and Advokatfirmaet Simonsen Vogt Wiig AS is acting as legal advisor to Piano and the Offeror in connection with the Voluntary Offer.
The statement from Cxense’s Board of Directors and Arctic Securities AS’ fairness opinion letter are attached to this announcement release.
For further information, please contact:
Lars B. Thoresen, Chairman of the Board of Directors, Cxense ASA
Phone: +47 957 07 494
Christian Printzell Halvorsen, CEO, Cxense ASA
Phone: +47 992 29 546
Trevor Kaufman, CEO, Piano Software, Inc.
Phone: +1 646 350 1999
Cxense helps publishers and marketers across the globe to transform their raw data into their most valuable resource. Cxense's leading Data Management Platform (DMP) with Intelligent Personalization, gives companies unprecedented insight into their individual customers, and enables them to action this insight real-time in all marketing and sales channels. Cxense Conversion Engine empowers publishers to monetize insight into their audience's behaviour and preferences in order to increase subscription revenues. Cxense works with brands such as The Wall Street Journal, Aeon, Grupo Clarin, NBC, The Mainichi Newspapers, Universal, Singapore Press Holdings and many more. Cxense is headquartered in Norway with offices worldwide and the company is listed on the Oslo Stock Exchange with the ticker “CXENSE”.
Piano, a company with operations in New York, London, and Amsterdam, offers high-performance cloud-based software and strategic services that empower companies to create customized digital experiences and commercial relationships for their users. Leading businesses around the world including Hearst, NBCUniversal, Business Insider, The Economist, Harvard Business Review, Le Parisien, Ringier Axel Springer, Prometheus, Mansueto, The Associated Press, and over 150 other leading organizations use Piano to power their subscription, registration, analytics, entitlement, and personalization efforts. The company is one of Inc’s 500 Fastest Growing Companies in North America, one of Red Herring’s Top 100 Startups in North America, and has won Digiday, CODIE, and numerous other awards for its innovative suite of software products.
This information is subject to the disclosure requirements according to Section 5-12 of the Norwegian Securities Trading Act.
The Voluntary Offer and the distribution of this announcement and other information in connection with the Voluntary Offer may be restricted by law in certain jurisdictions. The Offeror and Cxense assume no responsibility in the event there is a violation by any person of such restrictions. Persons into whose possession this announcement or such other information should come are required to inform themselves about and to observe any such restrictions.
This release contains certain forward-looking statements within the meaning of the securities laws and regulations of various international, federal, and state jurisdictions. All statements, other than statements of historical fact, included herein, including without limitation, statements regarding the Voluntary Offer, future plans and objectives of Cxense or the Offeror are forward-looking statements that involve risk and uncertainties. There can be no assurances that such statements will prove to be accurate and actual results could differ materially from those anticipated in such statements.