Avalara, Inc., acting through Loki BidCo AB, announces a public offer of SEK 45 in cash per share to the shareholders of Pagero Group AB (publ)

This announcement is not an offer, whether directly or indirectly, in Australia, Belarus, Canada, Hong Kong, Japan, New Zealand, Russia, Singapore, South Africa, or in any other jurisdiction where such offer pursuant to legislation, restrictions and regulations in such relevant jurisdiction would be prohibited by applicable law. 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 announcement and in the offer document which will be published shortly before the beginning of the acceptance period for the Offer. 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 announcement.

Avalara, Inc.¹ ("Avalara"), a portfolio company of Vista Equity Partners Management, LLC² ("Vista Equity Partners"), acting through Loki BidCo AB³ ("Loki BidCo"), hereby announces a public offer to the shareholders of Pagero Group AB (publ) ("Pagero" or the "Company") to tender all of their shares in Pagero to Loki BidCo at a price of SEK 45 in cash per share (the "Offer"). The shares in Pagero are listed on Nasdaq First North Growth Market.

Summary

• The shareholders of Pagero are offered SEK 45 in cash per share in Pagero.
• The price in the Offer exceeds the price in the public offer announced by Thomson Reuters Corporation on January 11, 2024, by SEK 5 in cash per share in Pagero.
• The price in the Offer exceeds the price in the public offer announced by Vertex, Inc. on December 13, 2023, by SEK 9 in cash per share in Pagero.
• The Offer values Pagero, based on all outstanding 161,167,486 shares in Pagero, at approximately SEK 7,253 million.⁴ 
• As of the date of this announcement, Loki BidCo holds and controls 22,072,735 shares and votes in Pagero, corresponding to approximately 13.70 percent of all shares and votes in Pagero. 
• Funds managed by I&T Asset Management (Investering & Tryghed), holding approximately 1.7 percent of the shares and votes in Pagero, have irrevocably undertaken to accept the Offer in respect of all shares held by them. In addition, a shareholder holding approximately 1.8 percent of the shares and votes in Pagero has expressed its support for the Offer and intention to accept the Offer.
• The price offered for the shares in Pagero represents a premium of:⁵  
• 114 percent compared to the closing share price of SEK 21.00 on December 12, 2023 (the last day of trading prior to the announcement of the public offer by Vertex, Inc.);
• 122 percent compared to the volume-weighted average trading price of SEK 20.26 during the last 30 trading days ended on December 12, 2023 (the last day of trading prior to the announcement of the public offer by Vertex, Inc.); 
• 148 percent compared to the volume-weighted average trading price of SEK 18.17 during the last 90 trading days ended on December 12, 2023 (the last day of trading prior to the announcement of the public offer by Vertex, Inc.); 
• 96 percent compared to the highest recorded closing share price of SEK 23.00 since Pagero's listing on October 22, 2021 (prior to the announcement of the public offer by Vertex, Inc.); and 
• 5 percent compared to the closing share price of SEK 42.80 on January 11, 2024 (the last day of trading prior to the announcement of the Offer). 
• An offer document regarding the Offer is expected to be made public on or around January 15, 2024. The acceptance period in the Offer is expected to commence on or around January 16, 2024, and end on or around February 6, 2024. 
• The Offer is conditional upon the Offer being accepted to such extent that Loki BidCo becomes the owner of shares representing more than 90 percent of the total number of outstanding shares in Pagero (on a fully diluted basis). Furthermore, the Offer will be made on the terms and subject to the conditions 2 – 7 set out below in this announcement. 

Scott McFarlane, Chief Executive Officer of Avalara, comments: 

"We are impressed by Pagero, the caliber of its employees, and everything the Company has accomplished. Bringing Pagero and Avalara together makes tremendous sense. Pagero provides services for automated business transactions and we provide services for tax automation and compliance software. Together, we will be able to benefit customers by combining our complementary offerings, expand our geographical reach and bring new products to market."

Background and reasons for the Offer

Avalara has followed Pagero for a long time and has been impressed by the strong reputation of the Company and its development within digital business transactions. Avalara has invested significant resources over the past year evaluating the Company and is excited about the prospect of enhancing the strengths of Avalara and Pagero. 

As a provider of tax automation and compliance software, Avalara provides solutions to the challenge of complex tax and compliance burdens to 30,000+ business and government customers in over 75 countries. Avalara is a portfolio company of Vista Equity Partners, a leading global investment firm with in excess of USD 100 billion of assets under management focused exclusively on enterprise software, data and technology-enabled businesses. 

Combining Avalara and Pagero will be transformative for the companies' customers and the business compliance software market. Together, Avalara's tax compliance software and Pagero's automated business transaction network will bring two different capabilities into a single suite of products. Pagero's presence in the European market will allow Avalara to effectively bring its tax compliance solutions to customers in new geographies. 

Avalara is committed to continuing to invest in Pagero, driving Pagero's continued, sustainable growth, and believe that a private environment will provide better funding conditions to develop these capabilities. As an organization fundamentally driven by partnerships, Avalara places significant value on the partnerships developed by Pagero and will continue to support them. As global tax regulations are increasingly digitalized and complex, the companies will together provide customers with powerful and comprehensive transaction compliance solutions and position the companies to collaborate and bring new products to market. 

Avalara and Vista Equity Partners are impressed with the strength of the executive management team of Pagero and believe that they, together with other employees of the Company, have played a key role in the Company's growth to date. Loki BidCo's plans for the future business and general strategy of Pagero, as described above, does not currently include any material changes with regard to Pagero's operational sites, its management and employees, including their terms of employment. In addition, there are no employees in Loki BidCo, implying that the Offer will not entail any changes for the management and employees in Loki BidCo.

The Offer

Consideration

The shareholders of Pagero are offered SEK 45 in cash per share in Pagero.

Should Pagero, prior to the settlement of the Offer, distribute dividends or in any other way distribute or transfer value to its shareholders, the consideration in the Offer will be adjusted accordingly. The foregoing will also apply in relation to such dividends or other value transfers which occur after settlement in the Offer with regard to any shares not yet acquired by Loki BidCo in time for Loki BidCo to be the recipient of such distributions. In the event of either of the foregoing, Loki BidCo reserves the right to determine whether this price adjustment mechanism or, in relation to distributions carried out before settlement in the Offer, condition 7 to completion of the Offer (see below) shall be invoked. 

No commission will be charged in respect of the settlement of the Pagero shares tendered to Loki BidCo under the Offer. 

Warrants of series 2021/2024 in Pagero

Certain members of the board of directors and executive management of the Company, as well as certain employees, hold warrants of series 2021/2024 in Pagero, issued as part of a long-term incentive programme. Such financial instruments are excluded from the Offer. Loki BidCo will, however, ensure that holders of such warrants receive a reasonable treatment in connection with the Offer. 

Premium

The price offered for the shares in Pagero represents a premium of:⁶

• 114 percent compared to the closing share price of SEK 21.0 on December 12, 2023 (the last day of trading prior to the announcement of the public offer by Vertex, Inc.);
• 122 percent compared to the volume-weighted average trading price of SEK 20.26 during the last 30 trading days ended on December 12, 2023 (the last day of trading prior to the announcement of the public offer by Vertex, Inc.);
• 148 percent compared to the volume-weighted average trading price of SEK 18.17 during the last 90 trading days ended on December 12, 2023 (the last day of trading prior to the announcement of the public offer by Vertex, Inc.); 
• 96 percent compared to the highest recorded closing share price of SEK 23.00 since Pagero's listing on October 22, 2021 (prior to the announcement of the public offer by Vertex, Inc.); and
• 5 percent compared to the closing share price of SEK 42.80 on January 11, 2024 (the last day of trading prior to the announcement of the Offer).

Total value of the Offer

The Offer values Pagero, based on all currently outstanding 161,167,486 shares in Pagero, at approximately SEK 7,253 million. The total value of the Offer, based on the 139,094,751 currently outstanding shares in Pagero not directly or indirectly owned by Loki BidCo or any of its closely related parties or closely related companies, amounts to approximately SEK 6,259 million.

Acceptance period

The acceptance period in the Offer is expected to commence on or around January 16, 2024, and end on or around February 6, 2024. Settlement is expected to commence on or around February 14, 2024.

Loki BidCo's shareholding in Pagero

As of the date of this announcement, Loki BidCo holds and controls 22,072,735 shares and votes in Pagero, corresponding to approximately 13.70 percent of all currently outstanding shares and votes in Pagero.

Loki BidCo has purchased certain shares where the terms of such purchases include a right to a so-called top-up payment. The terms for the top-up payment entail that the sellers who have sold their shares to Loki BidCo, have a right to receive a top-up from Loki BidCo, should Loki BidCo sell shares in the Company to a third party within six months from the day of the relevant purchase for a price exceeding SEK 37 per share. Any such top-up shall be equal to the difference between the price per share which Loki BidCo received from a third party for such shares in the Company and SEK 37 per share, multiplied by the number of shares that the relevant seller sold to Loki BidCo. Loki BidCo will ensure that all shareholders in the Company that tender their shares in Pagero to Loki BidCo in the Offer are entitled to a corresponding top-up payment, should Loki BidCo sell its shares in the Company to a third party within six months from the day of settlement in the Offer for a price exceeding the price in the Offer.

Except as set out above, neither Loki BidCo nor any of its closely related companies or closely related parties own or control any shares in Pagero, nor any financial instruments that give financial exposure equivalent to holding shares in Pagero, at the time of this announcement. Neither Loki BidCo, nor any of its closely related companies or closely related parties, have acquired or agreed to acquire any shares, or any other financial instruments in Pagero that give financial exposure equivalent to holding shares, in Pagero at a price above the price in the Offer during the six months preceding the announcement of the Offer. 

To the extent permissible under applicable law or regulations, Loki BidCo and its affiliates may acquire, or take measures to acquire, shares in Pagero in other ways than through the Offer. Information about such acquisitions of shares, or measures to acquire shares, will be disclosed in accordance with applicable laws and regulations.

Undertakings and statements from shareholders in Pagero

Funds managed by I&T Asset Management (Investering & Tryghed) have undertaken to accept the Offer with respect to their 2,675,560 shares in Pagero, corresponding to approximately 1.7 percent of all shares and votes in Pagero. 

If, prior to the expiry of the acceptance period of the Offer (or any extension thereof), a third party makes a public offer in cash to acquire all outstanding shares in Pagero and (i) the offer value per share exceeds the value per share of the Offer by more than 8 percent (the "Superior Competing Offer"), and (ii) Loki BidCo does not within 5 business days after the launch of the Superior Competing Offer publicly announce an increase of the Offer so that the price per share in Pagero in the Offer at least corresponds to the price per share in the Superior Competing Offer at the time it is formally announced (the "Revised Offer"), Investering & Tryghed is entitled to withdraw its acceptance of the Offer and accept the Superior Competing Offer. In the event of one or more Revised Offers, and one or more subsequent Superior Competing Offers, the foregoing shall be applied in each case.

In addition, a shareholder holding approximately 1.8 percent of the shares and votes in Pagero has expressed its support for the Offer and intention to accept the Offer.

Statement by the independent bid committee of the board of directors of Pagero 

The independent bid committee of the board of directors of Pagero is, with reference to the Takeover Rules for certain trading platforms (the "Takeover Rules"), expected to announce its opinion regarding the Offer no later than two weeks prior to the expiry of the acceptance period in the Offer.⁷ 

Conditions for completion of the Offer

Completion of the Offer is conditional upon:

1. the Offer being accepted to such extent that Loki BidCo becomes the owner of shares representing more than 90 percent of the total number of outstanding shares in Pagero (on a fully diluted basis);
2. no other party announcing an offer to acquire shares in Pagero on terms that are more favorable to the shareholders of Pagero than the Offer;
3. with respect to the Offer and completion of the acquisition of Pagero, receipt of all necessary regulatory, governmental or similar clearances, approvals, decisions and other actions from authorities or similar, including from competition authorities, in each case on terms which, in Loki BidCo's opinion, are acceptable;
4. neither the Offer nor the acquisition of Pagero 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;
5. no circumstances having occurred which could have a material adverse effect or could reasonably be expected to have a material adverse effect on Pagero's financial position, business or operation, including Pagero's sales, results, liquidity, equity ratio, equity or assets;
6. no information made public by Pagero, or otherwise made available to Loki BidCo by Pagero, being inaccurate, incomplete or misleading, and Pagero having made public all information which should have been made public; and
7. Pagero not taking any action that is likely to impair the prerequisites for making or completing the Offer.

Loki BidCo reserves the right to withdraw the Offer in the event that it is clear that any of the above conditions are not satisfied or cannot be satisfied. However, with regard to conditions 2 – 7 above, the Offer may only be withdrawn where the non-satisfaction of such condition is of material importance to Loki BidCo's acquisition of Pagero or if otherwise approved by the Swedish Securities Council (Sw. Aktiemarknadsnämnden).

Loki BidCo reserves the right to waive, in whole or in part, one, several or all of the conditions 1 – 7 set out above, including, with respect to condition 1 above, to complete the Offer at a lower level of acceptance.

Information about Loki BidCo, Avalara and Vista Equity Partners

Loki BidCo is a Swedish limited liability company with corporate registration number 559430-7448, having its registered office in Stockholm and address at c/o GotYourBack, Linnégatan 18, 114 47 Stockholm, Sweden. Loki BidCo is wholly-owned by Avalara. Loki BidCo was incorporated on March 24, 2023, and registered with the Swedish Companies Registration Office on April 18, 2023. Loki BidCo has never conducted, and currently does not conduct, any business. Its sole business purpose is to make the Offer. 

Avalara helps businesses of all sizes get tax compliance right. In partnership with leading ERP, accounting, ecommerce and other financial management system providers, Avalara delivers cloud-based compliance solutions for various transaction taxes, including sales and use, VAT, GST, excise, communications, lodging and other indirect tax types. Headquartered in Seattle, Avalara has offices across the United States and around the world in Brazil, Europe and India. Avalara is a portfolio company of and is controlled by Vista Equity Partners. For further information, please visit www.avalara.com. 

Vista Equity Partners is a leading global investment firm with more than USD 100 billion in assets under management (as of June 30, 2023). Vista Equity Partners exclusively invests in enterprise software, data and technology-enabled organizations across private equity, permanent capital, credit and public equity strategies, bringing an approach that prioritizes creating enduring market value for the benefit of its global ecosystem of investors, companies, customers and employees. Vista Equity Partners' investments are anchored by a sizeable long-term capital base, experience in structuring technology-oriented transactions and proven, flexible management techniques that drive sustainable growth. Vista Equity Partners believes the transformative power of technology is the key to an even better future – a healthier planet, a smarter economy, a diverse and inclusive community and a broader path to prosperity. For further information, please visit www.vistaequitypartners.com. 

Financing of the Offer

The completion of the Offer is not subject to any financing condition.

The consideration payable in respect of the Offer is fully secured by a combination of funds available to Loki BidCo by way of an equity commitment letter issued by Vista Equity Partners funds and cash on hand.

The abovementioned funds will provide Loki BidCo with sufficient cash resources to satisfy in full the consideration payable in respect of the Offer.

Review of information in connection with the Offer

Loki BidCo has been permitted by the independent bid committee of the board of directors of Pagero to carry out a limited confirmatory due diligence review of Pagero in connection with the preparation of the Offer. Pagero has informed Loki BidCo that no inside information has been disclosed to Loki BidCo during the process.

Approvals from authorities

The completion of the Offer is conditional upon, inter alia, receipt of all necessary regulatory, governmental or similar clearances, approvals, decisions and other actions from authorities or similar, including from competition authorities, in each case on terms which, in Loki BidCo's opinion, are acceptable. 

However, it is Loki BidCo's assessment that the transaction does not require any approvals from authorities. 

Preliminary timetable⁸

Publication of the offer document: January 15, 2024

Acceptance period: January 16, 2024 – February 6, 2024

Commencement of settlement: February 14, 2024

Loki BidCo 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 Loki BidCo by means of a press release in accordance with applicable rules and regulations.

Compulsory redemption proceedings and delisting

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

Applicable law and disputes

The Offer, as well as any agreements entered into between Loki BidCo and the shareholders in Pagero as a result of the Offer, shall be governed and construed in accordance with substantive Swedish law. Any dispute regarding the Offer, or which arises in connection therewith, shall be settled exclusively by Swedish courts, and the Stockholm District Court (Sw. Stockholms tingsrätt) shall be the court of first instance.

The Takeover Rules and the Swedish Securities Council's statements and rulings regarding the interpretation and application of the Takeover Rules, including, where applicable, the Swedish Securities Council's interpretation and application of the formerly applicable Rules on Public Offers for the Acquisition of Shares issued by the Swedish Industry and Commerce Stock Exchange Committee (Sw. Näringslivets Börskommitté) are applicable to the Offer. 

Advisors

Goldman Sachs & Co. LLC ("Goldman Sachs") is acting as sole financial advisor to Avalara, and Roschier Advokatbyrå AB and Kirkland & Ellis LLP are acting as legal advisors to Loki BidCo, Avalara and Vista Equity Partners in connection with the Offer. 

Loki BidCo AB

The board of directors

 

Information about the Offer

Information about the Offer is made available at:

www.pagero-offer.com

For additional information, please contact:

Avalara
Kristin Treat
E-mail: media@avalara.com

Brunswick Group
Oscar Jängnemyr
E-mail: ojangnemyr@brunswickgroup.com
Phone: +46 70 30 46 687

For administrative questions regarding the Offer, please contact your bank or the nominee registered as holder of your shares.

The information in this announcement was submitted for publication by Loki BidCo in accordance with the Takeover Rules on January 12, 2024 at 07:00 a.m. (CET).

Important information

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.

The Offer is not being made, directly or indirectly, in or into Australia, Belarus, Canada, Hong Kong, Japan, New Zealand, Russia, Singapore or South Africa or in any other jurisdiction where such offer would be prohibited by applicable law pursuant to legislation, restrictions and regulations in the relevant jurisdiction, by use of mail or any other communication means or instrumentality (including, without limitation, facsimile transmission, electronic mail, telex, telephone and the Internet) of interstate or foreign commerce, or of any facility of national securities exchange or other trading venue, of Australia, Belarus, Canada, Hong Kong, Japan, New Zealand, Russia, Singapore or South Africa or in any other jurisdiction where such offer would be prohibited by applicable law pursuant to legislation, restrictions and regulations in the relevant jurisdiction, and the Offer cannot be accepted by any such use or by such means, instrumentality or facility of, in or from, Australia, Belarus, Canada, Hong Kong, Japan, New Zealand, Russia, Singapore or South Africa or in any other jurisdiction where such offer would be prohibited by applicable law pursuant to legislation, restrictions and regulations in the relevant jurisdiction. Accordingly, this press release or any documentation relating to the Offer are not being and should not be sent, mailed or otherwise distributed or forwarded in or into Australia, Belarus, Canada, Hong Kong, Japan, New Zealand, Russia, Singapore or South Africa or in any other jurisdiction where such offer would be prohibited by applicable law pursuant to legislation, restrictions and regulations in the relevant jurisdiction.

This press release is not being, and must not be, sent to shareholders with registered addresses in Australia, Belarus, Canada, Hong Kong, Japan, New Zealand, Russia, Singapore or South Africa. Banks, brokers, dealers and other nominees holding shares for persons in Australia, Belarus, Canada, Hong Kong, Japan, New Zealand, Russia, Singapore or South Africa must not forward this press release or any other document received in connection with 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 UK Financial Services and Markets Act 2000 (the "FSMA"). 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 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 a body corporate) of the FSMA 2000 (Financial Promotion) Order 2005.

Statements in this press release relating to future status or circumstances, including statements regarding future performance, growth and other trend projections and other benefits of the Offer, are forward-looking statements. These statements may generally, but not always, be identified by the use of words such as "anticipates", "intends", "expects", "believes", or similar expressions. By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on circumstances that will 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 many factors, many of which are outside the control of Loki BidCo and Pagero. 

Any such forward-looking statements speak only as of the date on which they are made and Loki BidCo has no obligation (and undertakes no such obligation) to update or revise any of them, whether as a result of new information, future events or otherwise, except for in accordance with applicable laws and regulations. 

Goldman Sachs & Co. LLC is acting for Avalara, Inc. and no one else in connection with the Offer and will not be responsible to anyone other than Avalara, Inc. for providing the protections afforded to clients of Goldman Sachs, or for giving advice in connection with the Offer or any matter referred to herein.

Special notice to shareholders in the United States

The Offer described in this press release is made for the issued and outstanding shares of Pagero, 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, to the extent applicable, 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 as regards 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. The offeror’s ability to waive the conditions to the Offer (both during and after the end of the acceptance period) and the shareholders’ ability to withdraw their acceptances, may not be the same under a tender offer governed by Swedish law as under a tender offer governed by U.S. law. Holders of the shares in Pagero domiciled in the United States (the "U.S. Holders") are encouraged to consult with their own advisors regarding the Offer. 

Pagero'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 IFRS 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 Pagero to whom an offer is made. Any information documents, including the offer document, are being disseminated to U.S. Holders on a basis comparable to the method pursuant to which such documents are provided to Pagero'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. 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 price for the Offer is being paid in SEK and that no adjustment will be made based on any changes in the exchange rate. 

It may be difficult for Pagero's shareholders to enforce their rights and any claims they may have arising under the U.S. federal or U.S state securities laws in connection with the Offer, since Pagero and Loki 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. Pagero's shareholders may not be able to sue Pagero or Loki 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 Pagero or Loki 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 and regulations, Loki BidCo and its affiliates or its brokers and its brokers' affiliates (acting as agents for Loki 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 Pagero 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 Loki BidCo may also engage in ordinary course trading activities in securities of Pagero, 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 Loki 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.

1. Avalara, Inc., with corporate registration number 601973642, is a Washington corporation domiciled in the United States, and controlled by Vista Equity Partners.
2.Vista Equity Partners Management, LLC, with corporate registration number 4326765, is a Delaware limited liability company domiciled in the United States.
3. Loki BidCo AB is a private limited liability company with corporate registration number 559430-7448, domiciled in Stockholm, Sweden. 
4. Corresponding to approximately USD 704 million, based on a USD/SEK exchange rate of 10.30 as of January 11, 2024.
5. Source for Pagero's share prices: Bloomberg. 
6. Source for Pagero's share prices: Bloomberg. 
7. The Pagero board members Bengt Nilsson, Birger Steen and Christian Melby have, through affiliates, undertaken to accept the public offer announced from Vertex, Inc., and will thus not participate in the handling of, or decisions on, bid related matters. Instead, an independent bid committee of the board of directors of Pagero was formed to manage bid related matters, consisting of the four remaining board members Fredrik vom Hofe, Karin Sandsjö, Mats Ryding and Marianne K. Knudsen. Fredrik vom Hofe is the chairman of the independent bid committee of the board of directors of Pagero.
8. All dates are preliminary and may be subject to change.