Giant BidCo increases the offer price to SEK 52 and Första AP-fonden and AMF undertake to accept the recommended public cash offer to the shareholders of Byggfakta

THIS PRESS RELEASE IS NOT AN OFFER, WHETHER DIRECTLY OR INDIRECTLY, IN AUSTRALIA, CANADA, HONG KONG, JAPAN, NEW ZEALAND OR SOUTH AFRICA OR IN ANY OTHER JURISDICTION WHERE SUCH OFFER PURSUANT TO LEGISLATION AND REGULATIONS IN SUCH RELEVANT JURISDICTION WOULD BE PROHIBITED. 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 INFORMATION” AT THE END OF THIS PRESS RELEASE AND IN THE OFFER DOCUMENT. SHAREHOLDERS IN THE UNITED STATES SHOULD ALSO REFER TO THE SECTION TITLED “SPECIAL NOTICE TO SHAREHOLDERS IN THE UNITED STATES” AT THE END OF THIS PRESS RELEASE.

On 5 January 2024, Stirling Square[1], TA[2] and Macquarie Capital[3] (together, the “Consortium”), through Giant BidCo[4], announced a public offer (the “Offer”) to the shareholders of Byggfakta Group Nordic HoldCo AB (publ) (“Byggfakta”). Today, Giant BidCo has decided to increase the offer price to SEK 52 in cash per share and to extend the acceptance period until 18 April 2024. In connection with the increase of the consideration in the Offer, Första AP-fonden and AMF (through AMF Aktiefond Småbolag and AMF Tjänstepension AB), who in aggregate control 11.6 per cent^[5] of all shares and votes in Byggfakta, have also undertaken to accept the Offer. When combined with Stirling Square’s and TA’s existing shareholding, this means that Consortium members and shareholders controlling a total of 80.2 per cent of all shares and votes in Byggfakta have undertaken to accept the increased Offer or contribute their shares to Giant BidCo, respectively. The independent bid committee of the board of directors of Byggfakta unanimously recommends the shareholders of Byggfakta to accept the Offer.

Summary

• Giant BidCo increases the consideration in the Offer from SEK 46 to SEK 52 in cash per share in Byggfakta and extends the acceptance period until 18 April 2024 at 17:00 CEST.
• The increased Offer values all shares in Byggfakta at SEK 11.4 billion (based on 218,666,667 shares in Byggfakta) and represents a premium of 73 per cent compared to the volume weighted average price of Byggfakta’s shares on Nasdaq Stockholm during the 30 latest trading days up to and including 4 January 2024 (which was the last trading day prior to the announcement of the Offer on 5 January 2024) and 48 per cent compared to the closing price of Byggfakta’s shares on Nasdaq Stockholm on the same date.[6]
• In connection with the increase of the consideration in the Offer, Första AP-fonden and AMF (through AMF Aktiefond Småbolag and AMF Tjänstepension AB), who in aggregate control 11.6 per cent[7] of all shares and votes in Byggfakta, have also undertaken to accept the Offer. Stefan Lindqvist’s (indirectly through Kvartersbolaget 2 i Ljusdal AB) undertaking that was entered into in connection with the announcement of the Offer on 5 January 2024 continues to apply to the increased Offer. This means that shareholders who in aggregate control 12.8 per cent of all shares and votes in Byggfakta, have irrevocably undertaken to accept the Offer, subject to the conditions set out under “Undertakings to accept the Offer” below. Stirling Square and TA already own in aggregate 145,343,615 shares, corresponding to 67.4 per cent of all shares and votes in Byggfakta, which will be contributed to Giant BidCo at completion of the Offer.
• The independent bid committee of the board of directors of Byggfakta unanimously recommends the shareholders of Byggfakta to accept the Offer.
• Other than the increase of the offer price and the extension of the acceptance period, the terms and conditions of the Offer remain unchanged.

Henrik Lif, Partner, Stirling Square, and spokesperson for Giant BidCo, comments:

“Stirling Square and TA, together with Macquarie Capital, are convinced that Byggfakta is well positioned to become a leading information services and software provider to the global construction industry. However, achieving such a position will require additional financial and operational resources, which the Consortium believes are best procured in a private environment. To ensure the widest possible support for the Offer, the Consortium has decided to increase the Offer to SEK 52 per share. The Consortium is pleased that the increased Offer is supported by significant shareholders in Byggfakta, including Första AP-fonden and AMF, and to give time for all shareholders to accept the increased Offer, the acceptance period is extended until 18 April.”

The increased Offer

On 5 January 2024, Giant BidCo announced a public offer to acquire all shares in Byggfakta for SEK 46 in cash per share in Byggfakta. Today, Giant BidCo has decided to increase the consideration in the Offer to SEK 52 in cash per share in Byggfakta (the “Offer Price”) and to extend the acceptance period until 18 April 2024 at 17:00 CEST.[8]

Shareholders who have already accepted the Offer do not have to accept the Offer again in order to receive the increased Offer Price.

The increased Offer Price values all shares in Byggfakta at SEK 11.4 billion (based on 218,666,667 shares in Byggfakta) and represents a premium of:[9]

• 73 per cent compared to the volume weighted average price of Byggfakta’s shares on Nasdaq Stockholm during the 30 latest trading days up to and including 4 January 2024 (which was the last trading day prior to the announcement of the Offer on 5 January 2024) of SEK 30.0;
• 75 per cent compared to the volume weighted average price of Byggfakta’s shares on Nasdaq Stockholm during the 60 latest trading days up to and including 4 January 2024 of SEK 29.7;
• 76 per cent compared to the volume weighted average price of Byggfakta’s shares on Nasdaq Stockholm during the 90 latest trading days up to and including 4 January 2024 of SEK 29.5; and
• 48 per cent compared to the closing price of Byggfakta’s shares on Nasdaq Stockholm on 4 January 2024 of SEK 35.2.

Undertakings to accept the Offer

The following shareholders, who in aggregate control 12.8 per cent[10] of all shares and votes in Byggfakta, have undertaken to accept the Offer:

• Första AP-fonden, holding 14,658,180 shares, corresponding to 6.8 per cent of all shares and votes in Byggfakta;
• AMF, holding a total of 10,416,667 shares (6,666,667 shares through AMF Aktiefond Småbolag and 3,750,000 shares through AMF Tjänstepension AB), corresponding to 4.8 per cent of all shares and votes in Byggfakta; and
• Stefan Lindqvist (indirectly through Kvartersbolaget 2 i Ljusdal AB), holding 2,530,301 shares, corresponding to 1.2 per cent of all shares and votes in Byggfakta. The undertaking was entered into in connection with the announcement of the Offer on 5 January 2024 and continues to apply to the increased Offer.

The undertakings to accept the Offer terminates if (a) Giant BidCo does not declare the Offer unconditional before 1 June 2024, or (b) another party announces a competing offer for all outstanding shares in Byggfakta at an offer price per share exceeding the Offer Price and Giant BidCo does not within 10 business days from the announcement of such competing offer announce an increase of the Offer Price so that the new price per share under the Offer matches or exceeds the offer price per share under the competing offer. Giant BidCo’s right to match a competing offer applies to each and every competing offer and each and every increase of the offer price under any competing offer.

Stirling Square and TA already own in aggregate 145,343,615 shares, corresponding to 67.4 per cent of all shares and votes in Byggfakta, which will be contributed to Giant BidCo at completion of the Offer.

Recommendation from the independent bid committee of Byggfakta

The independent bid committee of the board of directors of Byggfakta unanimously recommends the shareholders of Byggfakta to accept the Offer.

Conditions for completion of the Offer

Other than the increase of the offer price and the extension of the acceptance period, the terms and conditions of the Offer remain unchanged. Giant BidCo continues to reserve the right to waive, in whole or in part, one or more of the completion conditions in accordance with what is set out in Giant BidCo’s press release announcing the Offer on 5 January 2024 and the offer document which Giant BidCo published on 25 January 2024.

Accordingly, completion of the Offer is conditional upon, among other things, the receipt of all necessary regulatory, governmental or similar clearances, approvals and decisions, including from competition authorities, in each case on terms that, in Giant BidCo’s opinion, are acceptable.

Approvals from the European Commission and the national competition authorities in China and Switzerland have already been obtained. Approvals (or confirmations that approvals are not required) under applicable foreign direct investment legislation in Australia are still pending. Giant BidCo expects that these will be received prior to the end of the extended acceptance period.

Timetable

Subject to Giant BidCo declaring the Offer unconditional on 19 April 2024, Giant BidCo expects to commence settlement of the consideration in the Offer on or around 29 April 2024 for those who have accepted the Offer not later than 18 April 2024 at 17:00 CEST.

Please note that custodians, nominees and other intermediaries through which shareholders in Byggfakta hold their shares may apply earlier deadlines for the acceptance of the Offer than 18 April 2024 at 17:00 CEST.

Giant BidCo reserves the right to further extend the acceptance period for the Offer and in such case to postpone the settlement date.

Supplement to the offer document

An offer document and a supplement to the offer document regarding the Offer were approved and registered by the Swedish Financial Supervisory Authority and published by Giant BidCo on 25 January 2024 and 7 February 2024, respectively. A supplement to the offer document reflecting the contents of this press release will be published by Giant BidCo as soon as possible when it has been approved and registered by the Swedish Financial Supervisory Authority.

Advisers

Giant BidCo and the Consortium have engaged Morgan Stanley & Co. International plc (“Morgan Stanley”) as financial adviser, and Giant BidCo has engaged Goodwin Procter, Gernandt & Danielsson Advokatbyrå and Linklaters as legal advisers in connection with the Offer. In addition, Goodwin Procter and Gernandt & Danielsson Advokatbyrå are acting as legal advisers to Stirling Square and TA, and Linklaters is acting as legal adviser to Macquarie Capital, in connection with the Offer.

Morgan Stanley is acting as financial advisor to Giant BidCo and the Consortium and to no one else. Morgan Stanley is authorised by the Prudential Regulation Authority (“PRA”) and regulated by the Financial Conduct Authority and the PRA in the United Kingdom. In connection with such matters, Morgan Stanley’s and its affiliates’ respective directors, officers, employees and agents will not regard any other person as its client, nor will Morgan Stanley be responsible to anyone other than to Giant BidCo and the Consortium for providing the protections afforded to their clients or for providing advice in connection with the matters described in this announcement or any matter referred to herein.

The information was submitted for publication on 2 April 2024 at 00:15 (CEST).

For enquiries, please contact:

Adam Makkonen, Giant BidCo
Phone: +46 70 316 63 75
Email: giant@fogelpartners.se

Information about the Offer is available at: www.giant-bidco.com.

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

Important information

The Offer is not being made to (and acceptance forms will not be accepted from or on behalf of) persons domiciled in Australia, Canada, Hong Kong, Japan, New Zealand, South Africa, or whose participation in the Offer requires that additional offer documents are prepared or registrations effected or that any other measures are taken in addition to those required under Swedish law (including Nasdaq Stockholm’s Takeover Rules), unless an exemption applies.

This press release, the offer document, any supplements and any other documentation related to the Offer (including copies of such documentation) must not be mailed or otherwise distributed, forwarded or sent in or into any jurisdiction (including, without limitation, Australia, Canada, Hong Kong, Japan, New Zealand or South Africa) in which the distribution of this press release, the offer document, any supplements or the Offer would require any additional measures to be taken or would be in conflict with any law or regulation in any such jurisdiction. Persons who receive this press release, the offer document or any supplement (including, without limitation, banks, brokers, dealers, nominees, trustees and custodians) and are subject to the laws or regulations of any such jurisdiction will need to inform themselves about, and observe, any applicable restrictions and requirements. Any failure to do so may constitute a violation of the securities laws or regulations of any such jurisdiction. To the extent permitted by applicable law, Giant BidCo, Stirling Square, TA and Macquarie Capital disclaim any responsibility or liability for any violations of any such restrictions, and Giant BidCo reserves the right to disregard any acceptance forms whose submission constitutes a direct or indirect violation of any of these restrictions.

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 UK Financial Services and Markets Act 2000 (the “FSMA”). Accordingly, the information and documents contained in this press release are not being distributed to, and must not be passed on to, the general public in the United Kingdom, unless an exemption applies. The communication of the information and documents contained in this press release is exempt from the restriction on financial promotions under 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 day to day control of the affairs of a body corporate; or to acquire 50 per cent or more of the voting shares in a body corporate, within article 62 of the UK Financial Service and Markets Act 2000 (Financial Promotion) Order 2005.

Forward-looking statements

Statements in this press release relating to any future status or circumstances, including statements regarding future performance, growth and other trend projections and other effects of the Offer, are forward-looking statements. These statements may generally, but not always, be identified by the use of words such as “anticipate”, “believe”, “expect”, “intend”, “plan”, “seek”, “will”, “would” or similar expressions. By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on circumstances that could 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 several factors, many of which are outside Giant BidCo’s, Stirling Square’s, TA’s and Macquarie Capital’s control. Any forward-looking statements in this press release speak only as of the date on which the statements are made and none of Giant BidCo, Stirling Square, TA or Macquarie Capital have any obligation (and undertake no obligation) to update or revise any of them, whether as a result of new information, future events or otherwise, except as required by applicable laws and regulations.

Special notice to shareholders in the United States

The Offer described in this press release is made for the issued and outstanding shares of Byggfakta, a company incorporated under Swedish law, and is subject to Swedish disclosure and procedural requirements, which may be different from those of the United States. The Offer is made in the United States pursuant to Section 14(e) of the U.S. Securities Exchange Act of 1934, as amended (the “U.S. Exchange Act”) and Regulation 14E thereunder, subject to the exemption provided by Rule 14d-1(c) under the Exchange Act for a Tier I tender offer (the “Tier I Exemption”), and otherwise in compliance with the disclosure and procedural requirements of Swedish law, including with respect to withdrawal rights, the Offer timetable, notices of extensions, announcements of results, settlement procedures (including with respect to the time when payment of the consideration is rendered) and waivers of conditions, which may be different from requirements or customary practices in relation to U.S. domestic tender offers. Holders of the shares of Byggfakta domiciled in the United States (the “U.S. Holders”) are encouraged to consult with their own advisors regarding the Offer.

Byggfakta’s financial statements and all financial information included herein, or any other documents relating to the Offer, have been or will be prepared in accordance with Swedish generally accepted accounting principles and may not be comparable to the financial statements or financial information of companies in the United States or other companies whose financial statements are prepared in accordance with U.S. generally accepted accounting principles. The Offer is made to the U.S. Holders on the same terms and conditions as those made to all other shareholders of Byggfakta to whom an offer is made. Any information documents, including the offer document and any supplements, are being disseminated to U.S. Holders on a basis comparable to the method pursuant to which such documents are provided to Byggfakta’s other shareholders.

The Offer, which is subject to Swedish law, is being made to the U.S. Holders in accordance with the applicable U.S. securities laws, and applicable exemptions thereunder, in particular the Tier I exemption. To the extent the Offer is subject to U.S. securities laws, those laws only apply to U.S. Holders and thus will not give rise to claims on the part of any other person. The U.S. Holders should consider that the Offer Price will be paid in SEK and that no adjustment will be made based on any changes in the exchange rate.

It may be difficult for Byggfakta’s shareholders to enforce their rights and any claims they may have arising under the U.S. federal or state securities laws in connection with the Offer, since Byggfakta and Giant BidCo are located in countries other than the United States, and some or all of their officers and directors may be residents of countries other than the United States. Byggfakta’s shareholders may not be able to sue Byggfakta or Giant BidCo or their respective officers or directors in a non-U.S. court for violations of U.S. securities laws. Further, it may be difficult to compel Byggfakta or Giant BidCo and/or their respective affiliates to subject themselves to the jurisdiction or judgment of a U.S. court.

To the extent permissible under applicable law or regulations, Giant BidCo and its affiliates or its brokers and its brokers’ affiliates (acting as agents for Giant BidCo or its affiliates, as applicable) may from time to time and during the pendency of the Offer, and other than pursuant to the Offer, directly or indirectly purchase or arrange to purchase shares of Byggfakta outside the United States, or any securities that are convertible into, exchangeable for or exercisable for such shares. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices, and information about such purchases will be disclosed by means of a press release or other means reasonably calculated to inform U.S. Holders of such information. In addition, the financial advisors to Giant BidCo may also engage in ordinary course trading activities in securities of Byggfakta, which may include purchases or arrangements to purchase such securities as long as such purchases or arrangements are in compliance with the applicable law. Any information about such purchases will be announced in Swedish and in a non-binding English translation available to the U.S. Holders through relevant electronic media if, and to the extent, such announcement is required under applicable Swedish or U.S. law, rules or regulations.

The receipt of cash pursuant to the Offer by a U.S. Holder 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 shareholder is urged to consult an independent professional adviser regarding the tax consequences of accepting the Offer. Neither Giant BidCo nor any of its affiliates and their respective directors, officers, employees or agents or any other person acting on their behalf in connection with the Offer shall be responsible for any tax effects or liabilities resulting from acceptance of this Offer.

NEITHER THE U.S. SECURITIES AND EXCHANGE COMMISSION NOR ANY U.S. STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED THE OFFER, PASSED ANY COMMENTS UPON THE MERITS OR FAIRNESS OF THE OFFER, PASSED ANY COMMENT UPON THE ADEQUACY OR COMPLETENESS OF THIS PRESS RELEASE OR PASSED ANY COMMENT ON WHETHER THE CONTENT IN THIS PRESS RELEASE IS CORRECT OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE IN THE UNITED STATES.