Polaris Private Equity and a consortium of existing shareholders announce a recommended public offer of SEK 132 in cash per share to the shareholders of Awardit

The Offer is not being made, and this press release may not be distributed, directly or indirectly, in or into, nor will any tender of shares be accepted from or on behalf of shareholders in Australia, Hong Kong, Japan, Canada, New Zealand, South Africa or the United States of America (the “US”), or any other jurisdiction in which the making of the Offer, the distribution of this press release or the acceptance of any tender of shares would contravene applicable laws or regulations or require further offer documents, filings or other measures in addition to those required under Swedish law or otherwise contemplated in connection with the Offer. Shareholders should refer to the offer restrictions included in the section titled “Important information” at the end of this press release and in the offer document which will be published before the beginning of the acceptance period for the Offer.

Polaris Private Equity (“Polaris”)[1], together with Niklas Lundqvist, the founder of Awardit, Samir Taha, the Chairman of the Board of Awardit and the larger shareholders Filip Engelbert and Jonas Nordlander (jointly referred to as the “Consortium”), through Fayes Investeringar 1 AB (“Fayes” or the “Offeror”) hereby announce a recommended public offer to the shareholders in Awardit AB (publ) (“Awardit” or the “Company”) to tender all shares in Awardit, which are not held by the Consortium, to Fayes, at a price of SEK 132 in cash per share (the “Offer”). The shares in Awardit are listed on Nasdaq First North Growth Market.

Summary of the Offer

• The shareholders in Awardit are offered SEK 132 in cash per share in Awardit (the “Offer Price”).
• The Offer values the total number of shares in Awardit to approximately SEK 1,143 million.
• The Consortium currently controls 4,278,018 shares in aggregate in the Company, corresponding to approximately 49.4 per cent of the shares and votes in the Company. The total value of the Offer, based on the 4,382,830 shares in Awardit, which are not directly or indirectly owned by the Consortium or their respective closely related parties, amounts to approximately SEK 579 million.
• The Offer Price represents a premium of:[2]
  • 45 percent compared to the closing price of SEK 91.20 on Nasdaq First North Growth Market on 22 March 2024 (which was the last trading day prior to the announcement of the Offer).
  • 42 percent compared to the volume-weighted average trading price of SEK 93.09 on Nasdaq First North Growth Market during the last 30 trading days prior to the announcement of the Offer.
  • 60 percent compared to the volume-weighted average trading price of SEK 82.57 on Nasdaq First North Growth Market during the last 90 trading days prior to the announcement of the Offer.
  • 56 percent compared to the volume-weighted average trading price of SEK 84.87 on Nasdaq First North Growth Market during the last 180 trading days prior to the announcement of the Offer.
• The independent bid committee of Awardit (the “Bid Committee”) unanimously recommends the shareholders of Awardit to accept the Offer. The recommendation is supported by a fairness opinion provided by Lenner & Partners Corporate Finance AB (“Lenner & Partners”).
• An offer document regarding the Offer will be made public in conjunction with this announcement, on 25 March 2024. The acceptance period in the Offer is expected to commence on 26 March 2024 and expire on 17 May 2024.
• The completion of the Offer is conditional upon, inter alia, the Offer being accepted to such extent that Fayes becomes the owner of shares representing more than 90 percent of the total number of shares in Awardit (on a fully diluted basis). Further, the Offer is subject to the conditions (ii) – (vi) set out further below in this announcement.

Background and reasons for the Offer

Awardit is a leading operator of customer clubs, loyalty programs, sales incentive programs, digital points currencies and reward shops, targeting B2B & B2C customers and is the largest company and platform in the Nordics in the sector, with an emerging market leading position in the DACH region.

After having closely followed Awardit for over a year, Polaris is impressed by Awardit’s market position in customer loyalty and gift card solutions. When the opportunity to acquire a minority stake in Awardit appeared at the end of 2023, it aligned closely with Polaris strategy for the Polaris Private Equity fund – to further build on its existing position in Sweden and invest in mid-sized Nordic companies with development potential. Polaris have since been appointed to the Board of Directors and had the opportunity to analyse the Company carefully.

Following a thorough analysis and deeper insight, Polaris and the remaining members of the Consortium have concluded that Awardit would benefit significantly from a stable environment promoting a long-term strategic focus. The consortium collectively believes that Awardit faces obstacles in its current public operating environment, including demanding regulatory requirements, communication obligations, and short-term performance expectations, which obstruct its efforts to enhance corporate governance and financial control. Transitioning to a private setting would enable Awardit to refocus its efforts and concentrate on long-term strategic planning essential for sustained success.

Furthermore, the market for customer loyalty solutions is evolving rapidly due to new technological advances, requiring Awardit to continually adapt to keep pace. In line with its growth strategy, Awardit has undertaken several acquisitions within a short timeframe, leading to a complex organisational structure. Managing this complexity demands stability, extensive experience, and ample resources. A secluded environment would facilitate focused attention for seamless integration and consolidation of the recent acquisitions into a unified platform. Additionally, full access to Polaris's extensive resources and expertise in hands-on transformation, along with the deep industry knowledge of other Consortium members, will enable Awardit to stay ahead of the rapid technological evolution.

A private environment would ultimately allow the Consortium to fully support Awardit’s strategy of a continued journey towards becoming the leading player in Europe within full-scale loyalty, incentive and gift card solutions, through initiatives necessary to driving operational excellence.

The Consortium highly values the talented team at Awardit and does not intend to implement any material changes to Awardit’s employees and management or to the existing organisation and operations, including the terms of employment and the locations where Awardit conducts its business.

Simon Damkjær Wille, Partner, Polaris, comments on the Offer:

“We are impressed by Awardit’s strong track record and market position in customer loyalty and gift card solutions. Following our initial investment in December 2023, thorough analysis and deeper insight into the Company has led us conclude that in order to sustain its growth, Awardit would benefit form a stable environment promoting a long-term strategic focus. Transitioning to a private setting would allow for a more targeted approach to improving corporate governance practices, financial control, and long-term planning, essential for steering the Company towards sustained success. We are therefore offering the shareholders of Awardit the opportunity to tender their shares at an attractive premium in an offer that is unanimously recommended by Awardit’s independent bid committee.”

Niklas Lundqvist, founder of Awardit, comments on the Offer:

“Since founding Awardit, I have been dedicated to creating the market's best solutions for full-scale loyalty, incentive and gift card programs. I am proud of our collective achievements, which have positioned Awardit as a leader in our industry. Nonetheless, being a public company and navigating through a demanding regulatory landscape and rapid technological developments while acquiring and integrating businesses, has been challenging. To drive continued growth, I recognize the need for a new environment that promotes stability where we can focus on building the platform and developing the business. My commitment to the company remains, and I am devoted to ensuring our continued success and providing the best solutions for our customers. With Polaris, we have found a partner equipped with the necessary expertise and resources to enable Awardit to effectively uphold its market-leading position.”

The Offer

Consideration

The shareholders in Awardit are offered SEK 132 in cash per share in Awardit (the “Offer Price”).

If Awardit, prior to the settlement of the Offer, distributes dividends or makes any other value transfer to the shareholders the consideration in the Offer will be reduced with the corresponding amount.[3]

The Offer does not include any warrants held by Awardit’s subsidiaries or employees or rights granted by Awardit to its employees under any incentive program implemented by Awardit. Fayes intends to treat participants in such programs or holders of warrants reasonably in connection with the Offer.

No commission will be charged in connection with the Offer.

Premium

The Offer Price represents a premium of:^[4]

• 45 percent compared to the closing price of SEK 91.20 on Nasdaq First North Growth Market on 22 March 2024 (which was the last trading day prior to the announcement of the Offer).
• 42 percent compared to the volume-weighted average trading price of SEK 93.09 on Nasdaq First North Growth Market during the last 30 trading days prior to the announcement of the Offer.
• 60 percent compared to the volume-weighted average trading price of SEK 82.57 on Nasdaq First North Growth Market during the last 90 trading days prior to the announcement of the Offer.
• 56 percent compared to the volume-weighted average trading price of SEK 84.87 on Nasdaq First North Growth Market during the last 180 trading days prior to the announcement of the Offer.

The total value of the Offer

The Offer values the total number of shares in Awardit to approximately SEK 1,143 million. The total value of the Offer, based on the 4,382,830 shares in Awardit, which are not directly or indirectly owned by Fayes or their respective closely related parties, amounts to approximately SEK 579 million.

The Consortium’s shareholding in Awardit

Polaris owns 2,088,272 shares in Awardit through Fayes, which corresponds to 24.1 percent of the share capital and the total number of votes in Awardit. Polaris acquired all the currently held 2,088,272 shares in the Company on 7 December 2023.

Niklas Lundqvist owns 1,015,841 shares in Awardit, which corresponds to 11.7 percent of the share capital and the total number of votes in Awardit. All shares in Awardit held by Niklas Lundqvist, will be transferred to Fayes in connection with the completion of the Offer in exchange for newly issued shares in Fayes.

Samir Taha owns 300,000 shares in Awardit through Sultanen Invest AB, which corresponds to 3.5 percent of the share capital and the total number of votes in Awardit. All shares in Awardit held by Samir Taha through Sultanen Invest AB, will be transferred to Fayes in connection with the completion of the Offer in exchange for newly issued shares in Fayes.

Filip Engelbert (directly and indirectly through Gornegrat Capital AB) and Jonas Nordlander (directly and indirectly through L hotse Capital AB) together owns 873,905 shares in Awardit, which corresponds to 10.1 percent of the share capital and the total number of votes in Awardit. All shares in Awardit held by Filip Engelbert and Jonas Nordlander directly and indirectly, will be transferred to Fayes in connection with the completion of the Offer in exchange for newly issued shares in Fayes.

Except as set out above, neither Fayes, Polaris nor the other members of the Consortium nor any of their closely related companies or other closely related parties own any shares or other financial instruments in Awardit that give a financial exposure to Awardit’s shares at the time of this press release, nor has Fayes, Polaris or the Consortium nor any of their closely related companies or other closely related parties acquired or taken measures to acquire any shares in Awardit or any financial instruments that give a financial exposure to Awardit’s shares during the six months preceding the announcement of the Offer.

Conditions for completion of the Offer

The completion of the Offer is conditional upon:

1. the Offer being accepted to such extent that Fayes becomes the owner of shares representing more than 90 percent of the total number of shares in Awardit (on a fully diluted basis);
2. no other party announcing an offer to acquire shares in Awardit on terms more favourable to the shareholders of Awardit than the Offer;
3. neither the Offer nor the acquisition of Awardit being rendered wholly or partially impossible or significantly impeded as a result of legislation or other regulation, any decision of a court or public authority, or any similar circumstance;
4. no information made public by Awardit or disclosed by Awardit to the Offeror being inaccurate, incomplete or misleading, and Awardit having made public all information which should have been made public by Awardit;
5. no circumstances having occurred which could have a material adverse effect or could reasonably be expected to have a material adverse effect on Awardit’s financial position, prospects or operations, including Awardit’s sales, results, liquidity, solvency, equity or assets; and
6. Awardit not taking any action that is likely to impair the prerequisites for making or completing the Offer.

Fayes reserves the right to withdraw the Offer in the event that it becomes clear that any of the above conditions is not satisfied or cannot be satisfied. However, with regard to conditions (ii) – (vi) above, the Offer may only be withdrawn where the non-satisfaction of such condition is of material importance to Fayes’s acquisition of Awardit or if otherwise approved by the Swedish Securities Council (Sw. Aktiemarknadsnämnden).

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

Conflicts of interest

Awardit’s chairman of the board, Samir Taha and Awardit’s board member Niklas Lundqvist, are participating in the Offer as part of the Consortium, and will transfer all of their shares in Awardit to Fayes in connection with the completion of the Offer in exchange for newly issued shares in Fayes. Furthermore, one of the board members of Awardit, Simon Damkjær Wille, is a board member in Fayes and partner at Polaris and is therefore not independent in relation to Offeror. In accordance with the the Stock Market Self-Regulation Committee's Takeover rules for certain trading platforms (the “Takeover Rules”), Samir Taha, Niklas Lundqvist and Simon Damkjær Wille has therefore not participated in, and will not participate in, Awardit’s board of directors’ evaluation of or decisions regarding the Offer. Board member Olle Isberg is not independent for other reasons and therefore has not participated, and will not participate in, Awardit's board of directors’ evaluation of or decisions regarding the Offer.

These circumstances also imply that Section IV of the Takeover Rules is applicable to the Offer, entailing, inter alia, that the acceptance period for the Offer shall be at least four weeks and that Awardit’s Board of Directors is obliged to obtain and make public a fairness opinion regarding the shares in the Company from independent experts.

Recommendation from the Bid Committee and fairness opinion

The Bid Committee in Awardit has assessed the Offer and informed Fayes that the Bid Committee has resolved to unanimously recommend the shareholders of Awardit to accept the Offer. The Bid Committee has further informed Fayes that they have obtained a fairness opinion from Lenner & Partners, according to which the Offer is fair for Awardit’s shareholders from a financial perspective, based on, and under the conditions stated in the fairness opinion.

Description of the Consortium

Fayes was founded in 2021 and registered with the Swedish Companies Registration Office the same year (with reg. no. 559309-0300 and domiciled in Stockholm). Fayes is controlled by Polaris Management A/S, acting on behalf of Polaris Private Equity V K/S and its co-investors. Fayes has never conducted and is not currently conducting any business and its sole purpose is to own shares in Awardit, implement the Offer and complete the Offer and the subsequent delisting of the shares in Awardit from Nasdaq First North Growth Market.

Polaris was founded in Denmark in 1998 and is today a leading Nordic private equity company. Since its foundation in 1998, Polaris has secured investments of close to 2 billion euros from a broad group of institutional investors in the Nordics and the rest of Europe. These investors include insurance companies, financial institutions, pension funds and family businesses. The strategy – which still applies today – is to invest in Nordic medium-sized companies, which typically means companies with a turnover of between EUR 20 million and up to EUR 200 million.

Niklas Lundqvist founded Awardit in 2000 and Samir Taha has been part of the board of Awardit since 2000, and both have had a strong commitment to the Company since. Today, Samir Taha is chairman of the board of Awardit, while Niklas Lundqvist is a board member of Awardit. The Consortium also includes the larger shareholders in Awardit, Filip Engelbert and Jonas Nordlander.  

Financing of the Offer

The consideration payable to the Company’s shareholders that accept the Offer is financed in full by funds available to Fayes by way of an equity commitment letter issued by Polaris to Fayes.

The above-mentioned financing provides Fayes with sufficient cash resources to make payment in full in accordance with the Offer and, accordingly, completion of the Offer is not subject to any financing condition.

Preliminary timetable^[5]

Fayes reserves the right to, on one or several occasions, extend the acceptance period for the Offer, as well as to postpone the settlement date. A notice of any such extension or postponement will be announced by Fayes by means of a press release in accordance with applicable rules and regulations.

Compulsory redemption proceedings and delisting

If Fayes, whether in connection with the Offer or otherwise, acquires shares representing more than 90 percent of the total number of shares in Awardit, Fayes intends to commence compulsory redemption proceedings under the Swedish Companies Act (2005:551) (Sw. aktiebolagslagen (2005:551)) to acquire all remaining shares in Awardit and to promote delisting of Awardit’s shares from Nasdaq First North Growth Market.

Governing law and disputes

The Offer and the agreements entered into between Fayes and Awardit’s shareholders in relation to the Offer, shall be governed by and be interpreted in accordance with Swedish law. Disputes concerning, or arising in connection with the Offer, shall be settled exclusively by Swedish courts, with Stockholm District Court (Sw. Stockholms tingsrätt) as first instance. The Stock Market Self-Regulation Committee's Takeover rules for certain trading platforms and the Swedish Securities Council's statements and rulings regarding the interpretation and application of these rules are applicable to the Offer.

Advisors

Fayes, Polaris and the Consortium have retained Carnegie Investment Bank AB as financial advisor and Fayes has retained White & Case Advokat AB as legal advisor in connection with the Offer.

Fayes Investeringar 1 AB

The Board of Directors

The information was submitted for publication on 25 March 2024, 08.00 a.m. (CET).

For enquiries, please contact:

Information about the Offer is made available at: https://loyalty-rewards-offer.com/

For administrative questions regarding the Offer, please contact your bank or nominee where you have your shares registered.

Important information

The Offer, pursuant to the terms and conditions presented in this press release, is not being made to persons whose participation in the Offer requires that an additional offer document is prepared or registration effected or that any other measures are taken in addition to those required under Swedish law and regulations or otherwise contemplated in connection with the Offer.

This press release and any other documentation related to the Offer are not being distributed and must not be mailed or otherwise distributed or sent in or into any country in which the distribution or offering would require any such additional measures to be taken or would be in conflict with any law or regulation in such country – any such action will not be permitted or sanctioned by the Offeror. Any purported acceptance of the Offer resulting directly or indirectly from a violation of these restrictions may be disregarded.

The Offer is not being and will not be made, directly or indirectly, in or into, by use of mail or any other means or instrumentality of interstate or foreign commerce of, or any facilities of a national securities exchange of Australia, Hong Kong, Japan, Canada, New Zealand, South Africa or the US. This includes, but is not limited to facsimile transmission, electronic mail, telex, telephone, the internet and other forms of electronic transmission. The Offer cannot be accepted, and shares may not be tendered in the Offer by any such use, means, instrumentality or facility of, or from within Australia, Hong Kong, Japan, Canada, New Zealand, South Africa or the US, or by persons located or resident in Australia, Hong Kong, Japan, Canada, New Zealand, South Africa or the US. Accordingly, this press release or any other documentation related to the Offer are not being and should not be mailed or otherwise transmitted, distributed, forwarded or sent in or into Australia, Hong Kong, Japan, Canada, New Zealand, South Africa or the US, or to any Australian, Hong Kong, Japanese, Canadian, New Zealand, South African or US persons, or any persons located or resident in Australia, Hong Kong, Japan, Canada, New Zealand, South Africa or the US.

Any purported tender of shares in the Offer resulting directly or indirectly from a violation of these restrictions will be invalid and any purported tender of shares made by a person located in Australia, Hong Kong, Japan, Canada, New Zealand, South Africa or the US, or any agent, fiduciary or other intermediary acting on a non-discretionary basis for a principal giving instructions from or within Australia, Hong Kong, Japan, Canada, New Zealand, South Africa or the US will be invalid and will not be accepted. Each person who holds shares and participates in the Offer will certify to not being an Australian, Hong Kong, Japanese, Canadian, New Zealand, South African or US person, not being located or participating in the Offer from Australia, Hong Kong, Japan, Canada, New Zealand, South Africa or the US and not acting on a non-discretionary basis for a principal that is an Australian, Hong Kong, Japanese, Canadian, New Zealand, South African or US person, or that is located in or giving order to participate in the Offer from Australia, Hong Kong, Japan, Canada, New Zealand, South Africa or the US. The Offeror will not deliver any consideration relating to the Offer to Australia, Hong Kong, Japan, Canada, New Zealand, South Africa or the US.

This press release is not being, and must not be, sent to shareholders with registered addresses in Australia, Hong Kong, Japan, Canada, New Zealand, South Africa or the US. Banks, brokers, dealers and other nominees holding shares for persons in Australia, Hong Kong, Japan, Canada, New Zealand, South Africa or the US must not forward this press release or any other document related to the Offer to such persons.

The Offer, the information and documents contained in this press release are not being made, and have not been approved, by an authorised person for the purposes of section 21 of the Financial Services and Markets Act 2000, as amended (the “FSMA”). The communication of the information and documents contained in this press release to persons in the United Kingdom is exempt from the restrictions on financial promotions in section 21 of the FSMA on the basis that it is a communication by or on behalf of a body corporate which relates to a transaction to acquire shares in a body corporate and the object of the transaction may reasonably be regarded as being the acquisition of day to day control of the affairs of that body corporate within article 62 (Sale of body corporate) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005.

This press release has been published in Swedish and English. In the event of any discrepancy in content between the two language versions, the Swedish version shall prevail.

Forward-looking information

Information in this press release relating to future events or circumstances, including information regarding future results, growth and other projections as well as benefits of the Offer, are forward-looking information. Such information may generally, but not always, be identified by the use of words such as “anticipates”, “expects”, “believes”, or similar expressions. By its nature, forward-looking information involves risk and uncertainty, because it relates to events which depend on circumstances that may occur in the future. Due to several factors, of which a number of them are outside the Offeror’s control, there are no guarantees to that actual results will not materially differ from the results expressed or implied by the forward-looking information. Any such forward-looking information only applies as per the date it was given and the Offeror do not have any obligation (and undertake no such obligation) to update or revise it, whether as a result of new information, future events or otherwise, except as required by applicable laws and regulations.