Statement by the Board of Directors of IFS in relation to the public offer by IGT Holding
The Board of Directors of IFS unanimously recommends the shareholders to accept the public offer by IGT Holding.
Background
This statement is made by the Board of Directors [1] (the “Board”) of Industrial and Financial Systems, IFS Aktiebolag (publ) (“IFS” or the “Company”) pursuant to section II.19 of the rules concerning public takeover offers on the stock market adopted by Nasdaq Stockholm (the “Takeover Rules”).
IGT Holding IV AB (”IGT Holding”), a company indirectly wholly owned by EQT VII [2] (“EQT”), communicated on 30 November 2015 that it had acquired shares (the “Share Purchases”) in IFS corresponding to 68 per cent of the votes and 63 per cent of the total number of shares in the Company. Through the Share Purchases, IGT Holding passed the public offer threshold of 30 per cent of the votes in IFS and was therefore obligated to launch a public offer for the remaining shares in IFS within four weeks from the Share Purchases, i.e. no later than 25 December 2015.
IGT Holding has, on 7 December 2015, announced a public offer to the shareholders in IFS to acquire all outstanding A- and B-shares in IFS at a price of SEK 362.50 per share (the “Offer). The total value of the Offer is approximately SEK 9,052 million [3]. As at 7 December 2015, IGT Holding held in total 823,148 A-shares and 17,296,060 B-shares in IFS, corresponding to 76 per cent of the total number of votes and 74 per cent of the total number of shares in the Company [4].
IGT Holding published an offer document (the “Offer Document”) on 9 December 2015.
The Offer is unconditional and is fully financed through equity from EQT. The acceptance period commenced on 10 December 2015 and will end on 4 January 2016. Settlement is expected to commence around 23 December 2015 for those who have accepted the Offer no later than 18 December 2015, and around 12 January 2016 for those who have accepted the Offer after 18 December 2015 but no later than 4 January 2016.
The Offer represents:
• a discount of 0.7 per cent and 0.3 per cent, respectively, compared to IFS’s share price for the A-shares and B-shares of SEK 365.0 and SEK 363.5, respectively, on 4 December 2015, the last trading day prior of the announcement of the Offer;
• a premium of 21.3 per cent and 19.9 per cent, respectively, compared to IFS’s volume weighted average share price for the A-shares and B-shares of SEK 298.9 and SEK 302.4 per, respectively, during the last six months up to and including 27 November 2015 (the last trading day prior to announcement of the Share Purchases); and
• a premium of 26.0 per cent and 27.2 per cent, respectively, compared to IFS’s volume weighted average share price for the A-shares and B-shares of SEK 287.7 and SEK 285.0 per share, respectively, during the last twelve months up to and including 27 November 2015.
The Board, at the request of EQT, allowed EQT to conduct a limited confirmatory due diligence investigation prior to the announcement of the Share Purchases and EQT has also met with certain members of the IFS executive management team, including the Company’s CEO. EQT has not received any non-public price-sensitive information through such due diligence investigation.
The Offer’s impact on employees etc.
Under the Takeover Rules, the Board shall also, based on what IGT Holding has expressed in the Offer, present its views on the impact the completion of the Offer will have on IFS, especially employment, and its views on IGT Holding’s strategic plans for IFS and the impact these could be expected to have on employment and on IFS’s business locations.
In this respect, the Board notes that IGT Holding supports IFS’s strategic objectives and believes that IFS is well positioned to successfully execute these objectives. However, IGT Holding also believes that IFS would benefit from further investments into its sales and marketing, partner network and product development in order to fully achieve its strategic objectives. IGT Holding states that it places great value on IFS’s management team and employees. IGT Holding also states that it does not expect the Offer to have any negative impact on employees, including conditions of employment or office locations.
The Board assumes that this statement is correct and has in relevant respects no reason to have a different view.
The Board’s recommendation
The Board’s recommendation is based on an assessment of a number of factors that the Board has considered relevant to the evaluation of the Offer. These factors include, but are not limited to, the Company’s present position, the valuation of IFS in relation to comparable listed companies, share price development, the expected future development of the Company and thereto related possibilities and risks.
The Board notes that the Offer represents a discount of 0.3 per cent to the closing price of SEK 363.5 of IFS’s class B shares on 4 December 2015, the last trading day before the announcement of the Offer and a premium of 19.9 per cent to the volume weighted average share price of IFS’s class B shares during the last six months up to and including 27 November 2015 (the last trading day prior to announcement of the Share Purchases).
The Board further notes that the Offer represents an LTM 30 September 2015 EV/EBITDA multiple of 23.4x [5] and an LTM 30 September 2015 P/E multiple of 38.0x [6].
As a part of the Board’s evaluation of the Offer, the Board has engaged Handelsbanken to issue a fairness opinion regarding the Offer. Handelsbanken’s fairness opinion, which is set forth in an appendix to this press release, shows that the Offer, in Handelsbanken’s opinion, is fair from a financial point of view to the shareholders in IFS.
In its evaluation of the Offer, the Board also takes into account that IFS’s main shareholders including, Förvaltnings AB Wasatornet, Gustaf Douglas, Catella Fondförvaltning AB, Lannebo Fonder AB, SEB, AP4, Anders Böös AB, Greenfield AB (Bengt Nilsson), Heinz Kopfinger, DNB, Unionen, Swedbank Robur and others, representing 76 per cent of the votes and 74 per cent of the capital in IFS have already sold their shares to IGT Holding.
Furthermore, the Board and their financial advisor have had discussions with other industrial and private equity companies with respect to any potential interest in the Company. These have not lead to any offers for the Company.
On this basis, the board of IFS unanimously recommends the shareholders of IFS to accept the Offer.
Lazard is financial advisor and Jan Lombach is legal advisor to the IFS Board of Directors.
Stockholm, December 17, 2015
IFS Board of Directors
[1] Anders Böös and Bengt Nilsson have not participated in the evaluation of the Offer.
[2] EQT VII comprises EQT VII (No.1) Limited Partnership, EQT VII (No.2) Limited Partnership (together the “Partnerships”) as well as certain co-investment schemes established to invest alongside the Partnerships. EQT Services (UK) Limited acts as the manager of the Partnerships and certain of the schemes, and is authorized and regulated by the United Kingdom Financial Conduct Authority.
[3] Based on the total number of shares in the Company.
[4] Based on the total number of shares in the Company, excluding the 426,600 B-shares held by the Company.
[5] LTM denotes Last Twelve Months. EV denotes Enterprise Value, calculated as market capitalization plus net debt items including Liabilities to credit institutions, Cash and cash equivalents, Participations in associated companies and joint venture and Pension liabilities. EBITDA denotes Earnings Before Interest, Taxes, Depreciation and Amortization and is calculated as the Company’s Adjusted EBITDA.
[6] P/E denotes Price / Earnings.
Ulrika Hagdahl, Board Member. Telephone: +46 8 58 78 45 00, ulrika.hagdahl@ifsworld.com
Frédéric Guigues, Investor Relations. Telephone: +46 8 58 78 45 00, frederic.guigues@ifsworld.com
About IFS
IFS™ is a globally recognized leader in developing and delivering enterprise software for enterprise resource planning (ERP), enterprise asset management (EAM) and enterprise service management (ESM). IFS brings customers in targeted sectors closer to their business, helps them be more agile and enables them to profit from change. IFS is a public company (XSTO: IFS) founded in 1983 and currently has over 2,700 employees. IFS supports more than 2,400 customers worldwide from its network of local offices and through a growing ecosystem of partners. For more information visit: www.ifsworld.com.
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IFS discloses the information provided herein pursuant to the Financial Instruments Trading Act (1991:980) and/or the Securities Markets Act (2007:528).
The information was submitted for publication on December 17, 2015 at 2:30 p.m. (CET).
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