Statement by the independent bid committee of Pagero in relation to the increased public offer from Thomson Reuters of SEK 50 per share
The independent bid committee of the Board of Directors of Pagero unanimously recommends the shareholders of Pagero to accept the increased public offer made by Thomson Reuters.
Background
This statement is made by the independent bid committee (the "Bid Committee") of the Board of Directors of Pagero Group AB (publ) ("Pagero" or the "Company") pursuant to section II.19 of the Takeover rules for certain trading platforms (the "Takeover Rules").
On 11 January 2024, Thomson Reuters Corporation, through its wholly-owned subsidiary Thomson Reuters Finance1 ("Thomson Reuters"), announced a public offer to the shareholders of Pagero to acquire all outstanding shares in Pagero for a consideration of SEK 40 in cash per share in Pagero. Today, on 15 January 2024, Thomson Reuters has announced an increase of the consideration under its offer to SEK 50 in cash per share, that the offer has been declared unconditional, and that Thomson Reuters has acquired in total approx. 53.81 per cent of the shares and votes in Pagero.
For further information regarding Thomson Reuters' offer, please refer to the website prepared by Thomson Reuters: www.business-network-offer.com.
Lazard is financial advisor and Cederquist is legal advisor to Pagero's Bid Committee.
The Bid Committee's recommendation and evaluation of the increased offer
The board members Bengt Nilsson, Birger Steen and Christian Melby have, due to previous undertakings to accept Vertex Inc.'s ("Vertex") offer for all shares in Pagero (which was announced on 13 December 2023 and that now has been withdrawn according to a press release on 14 January 2024) and due to the sale of shares to Thomson Reuters, not participated and will not participate in the Board of Directors' handling of, or decisions on, bid related matters2. Instead, as previously announced, the Bid Committee 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 Bid Committee.
The Bid Committee has previously recommended Pagero’s shareholders to accept the offer by Thomson Reuters at a level of SEK 40 per Pagero share. For more information about the Bid Committee's assessment of Thomson Reuters' offer and the reasons for its recommendation, including its opinion regarding the impact that the implementation of the offer may have on Pagero, particularly in terms of employment, and its opinion regarding Thomson Reuters' strategic plans for Pagero and the effects it is anticipated that such plans will have on employment and on the places in which Pagero conducts its business, please refer to the Bid Committee's statement of 11 January 2024, which is available at www.pagero.com.
The Bid Committee notes that Thomson Reuters has now acquired in total approx. 53.81 per cent of the shares and votes in Pagero, inter alia from Summa Equity and Pagero's CEO Bengt Nilsson, and that the offer has been declared unconditional, which gives all shareholders in Pagero the opportunity to receive SEK 50 in cash per share with certainty. The Bid Committee also notes that Thomson Reuters' increased offer exceeds Avalara Inc.'s offer for all shares in Pagero that was announced on 12 January 2024, by SEK 5 in cash per share.
On this basis, the Bid Committee unanimously recommends the shareholders of Pagero to accept Thomson Reuters' increased offer.
This statement shall in all respects be governed by and construed in accordance with Swedish law. Disputes arising from this statement shall be settled exclusively by Swedish courts.
Gothenburg, 15 January 2024
Pagero Group AB (publ)
The Bid Committee
For more information, please contact:
Fredrik vom Hofe, Deputy Chairman of the Board of Directors and Chairman of the Bid Committee
Oscar Wegland, Chief Marketing Officer, +46733620060, oscar.wegland@pagero.com
This information is information that Pagero Group AB (publ) is obliged to make public pursuant to the EU Market Abuse Regulation 596/2014. The information was submitted for publication, through the agency of the contact persons set out above, at 07:45 CET on 15 January 2024.
This statement has been published in a Swedish and an English version. In case of any discrepancies between the Swedish and the English version, the Swedish version shall prevail.
About Pagero
Pagero provides a Smart Business Network that connects buyers and sellers for automated, compliant, and secure exchange of orders, invoices, payment instructions and other business documents. With an open network and a wide range of value-added apps, Pagero helps businesses streamline their order-to-cash and purchase-to-pay processes while unlocking the full potential of accurate and reliable business data. All of this, regardless of location, industry, size or systems.
Pagero's share is traded on Nasdaq First North Growth Market under ticker PAGERO and ISIN SE0016830517.
Carnegie Investment Bank AB (publ) is Certified Adviser.
Find out more on www.pagero.com.
1 “Thomson Reuters Finance” refers to Thomson Reuters Finance S.A., a Luxembourg société anonyme with company registration number RC B 45994.
2 Pagero’s board members Birger Steen and Christian Melby each has close connections with Summa Equity that had previously undertaken towards Vertex to accept Vertex’ offer in relation to all shares Summa Equity held in Pagero (indirectly via Vålåuggen Invest AB) and that now has sold all its shares in Pagero to Thomson Reuters. Pagero’s CEO and board member Bengt Nilsson had also previously undertaken towards Vertex to accept Vertex’s offer in relation to all shares he held in Pagero (indirectly via Greenfield AB and Norelia AB) and has now sold all his shares in Pagero to Thomson Reuters. Neither Bengt Nilsson, Birger Steen nor Christian Melby have therefore participated, or will participate, in Pagero’s Board of Director’s handling of or decisions in offer related matters.