Publication of Offer Document and Board Statement regarding the all-cash voluntary recommended public takeover offer for Penneo A/S

Company Release no. 20/2024

Copenhagen, Denmark, 19 December 2024

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR TO ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION.

On 29 November 2024, Visma Danmark Holding A/S ("Visma" or the "Offeror") announced a voluntary recommended public takeover offer to purchase all of the issued and outstanding shares (excluding treasury shares) in Penneo A/S ("Penneo") at a price of DKK 16.5 per share (the ''Offer'' and the "Offer Price", respectively). Reference is made to Company Release no. 19/2024.

Visma has today published the offer document approved by the Danish Financial Supervisory Authority, including acceptance forms, in accordance with Sections 4(2) and 21 of the Danish Executive Order on Takeover Offers (the "Offer Document" and the "Danish Takeover Order", respectively). 

Furthermore, Penneo has today published the statement by Penneo's board of directors pursuant to section 22 of the Danish Takeover Order in connection with the Offer (the "Board Statement"). As detailed in the Board Statement, the board of directors has unanimously decided to recommend the shareholders of Penneo to accept the Offer.

Shareholders are advised to read the Offer Document and the Board Statement in their respective entirety before deciding whether to accept the Offer.

The Offer Document contains the full terms and conditions of the Offer. The Offer Document can, subject to certain restrictions, be viewed and downloaded at: https://penneo.com/investors.

The offer period for the Offer commences on 20 December 2024 at 00.01 (CET) and remains valid until 21 January 2025 at 23.59 (CET) (the "Offer Period"). Visma reserves the right to extend the Offer Period, from time to time, in accordance with the terms and conditions of the Offer and the Danish Takeover Order as set forth in the Offer Document. In accordance with section 21(3) of the Danish Takeover Order, the final result of the Offer will be published within three (3) business days after Visma has announced that the offer will be completed.

Highlights of the Offer

• The Offer Price is DKK 16.5 in cash for each share in Penneo, subject to adjustment for any dividends or other distributions paid to the shareholders of Penneo prior to completion of the Offer as set out in the Offer Document.
   
• Major institutional shareholders of Penneo, including Danica Pension and BankInvest, together with Viking Venture, certain other shareholders, the founders, board of directors, executive management and rest of C-level of Penneo have irrevocably undertaken to accept the Offer at the Offer Price, subject to certain customary conditions. Following announcement on 29 November 2024, Visma has received additional irrevocable undertakings from three (3) other shareholders (including Mission Trail Capital Management, LLC), whose ownership in total amounts to 2,260,607 shares, corresponding to approx. 6.6 % of the voting rights and share capital in Penneo. Consequently, the irrevocable undertakings now represent jointly approx. 49.5 % of the voting rights and share capital in Penneo and 49.7 % of the voting rights and share capital in Penneo (excluding treasury shares). Furthermore, Arbejdsmarkedets Tillægspension, holding 9.9 % of Penneo's voting rights and share capital, has confirmed its intention to accept the Offer. Consequently, shareholders representing a total of approx. 59.4 % of the voting rights and share capital in Penneo and approx. 59.6 % of the voting rights and share capital in Penneo (excluding treasury shares) have either entered into irrevocable undertakings or confirmed their intention to accept the Offer.
   
• The Offer Price represents a 109.9 % premium to the closing share price as of 28 November 2024 of DKK 7.86 and a 108.1 % premium to the twelve-months volume weighted average share price of 7.93 as of 28 November 2024.
   
• The Offer is made subject to a number of customary conditions, as well as a requirement that the total number of tendered shares in the Offer will amount to more than 90 % of the voting rights and share capital of Penneo (calculated on a fully diluted basis, except for 1,182,770 warrants outstanding with a strike price above the Offer Price, which will not be exercised and have been accepted by the relevant warrantholders to be cancelled in connection with the Offer, and any treasury shares held by Penneo), and that necessary approvals by relevant regulatory authorities are obtained.
   
• Visma has sufficient capital to finance the Offer and its purchase of the Penneo shares by cash payment backed by a payment commitment provided by Visma AS (the parent company of Visma).
   
• The Offer does not comprise any warrants issued by Penneo ("Penneo Warrants"). However, the Offer is available to any Penneo shares which are issued pursuant to the exercise of Penneo Warrants, provided that the holders of Penneo Warrants have accepted the Offer pursuant to the terms and conditions as set out in the Offer Document relating to the Offer. 

The Board of Directors' Recommendation
Penneo has today published the Board Statement pursuant to section 22 of the Danish Takeover Order in connection with the Offer. As detailed in the Board Statement, the board of directors has unanimously decided to recommend the shareholders of Penneo to accept the Offer.

The board of directors' recommendation is supported by an opinion dated 29 November 2024 (the "Fairness Opinion"), which the board of directors has obtained from its financial advisor Danske Bank A/S to the effect that, as of such date and based upon and subject to the content of the Fairness Opinion, assumptions made, qualifications and limitations on the review undertaken, and other matters considered relevant by Danske Bank A/S in preparing the Fairness Opinion, the Offer Price to be received by the shareholders of Penneo was, at the date of rendering the Fairness Opinion, fair for the shareholders from a financial point of view.

Offer timetable

The following timetable sets forth certain key dates relating to the Offer, provided that the Offer Period has not been extended in accordance with the terms and conditions of the Offer:

Acceptance of the Offer

The Offer may be accepted by Penneo's shareholders subject to the terms and conditions as set out in the Offer Document. 

Acceptance of the Offer must be received by Nordea Danmark, Filial af Nordea Bank Abp, Finland through each respective Penneo shareholder's own custodian bank prior to the expiry of the Offer Period. Penneo shareholders wishing to accept the Offer may use the acceptance form A attached to the Offer Document as Appendix 1 or register their acceptance via their respective custodian bank’s eBanking, if provided by their bank. However, most Danish custodian banks will send a notice regarding the Offer and related instructions to their customers who are registered as shareholders in order for them to accept the Offer.

Penneo shareholders are requested to note that acceptance of the Offer must be communicated to the Penneo shareholder's own custodian bank in due time to allow the custodian bank to process and communicate the acceptance to Nordea Danmark, Filial af Nordea Bank Abp, Finland, which must receive such acceptance prior to expiry of the Offer Period on 21 January 2025 at 23.59 (CET) or, in case of an extended Offer Period, such later date and time as stated in the notice of extension of the Offer Period. The time until which notification of acceptance to the custodian bank may be given will depend upon the individual Penneo shareholder's agreement with, and the rules and procedures of, the relevant custodian bank. Consequently, the deadline for such notification may be earlier than the last day of the Offer Period.

Penneo warrantholders wishing to accept the Offer may use the acceptance form B attached to the Offer Document as Appendix 2. Penneo warrantholders are requested to note that acceptance of the Offer must be communicated to Penneo A/S in due time to allow Penneo to process and communicate the acceptance to Visma, which must receive such acceptance prior to expiry of the Offer Period on 21 January 2025 at 23.59 (CET) or, in case of an extended Offer Period, such later date and time as stated in the notice of extension of the Offer Period.

Compulsory Acquisition and Delisting

If, upon completion of the Offer, Visma holds the requisite number of Penneo shares under the Danish Companies Act (i.e., more than 90 % of Penneo's shares and the attaching voting rights, not including any treasury shares), Visma has stated its intent to initiate and complete a compulsory acquisition of the remaining minority Penneo shares held by other Penneo shareholders in accordance with the Danish Companies Act. Also, if upon completion of the Offer, Visma holds the requisite number of Penneo shares required to secure full ownership of Penneo by way of a compulsory acquisition, Visma intends to seek to have Penneo's shares removed from trading and official listing on Nasdaq Copenhagen at an appropriate time following completion of the Offer.

Advisors

Danske Bank A/S is acting as financial advisor to Penneo. Plesner Advokatpartnerselskab are acting as legal advisors to Penneo on the transaction.

Further information - Penneo:

Jostein Vik

Chairman of the Board of Directors at Penneo

Mobile +47 92 22 23 92 

Media Enquiries – Visma:

Lage Bøhren

Director of Communication at Visma

Telephone: +47 92 15 78 01

Sindre Talleraas Holden

Head of M&A at Visma

Telephone: +47 93 05 94 69

Attachments:
Visma's announcement of publication of the Offer Document for the all-cash voluntary recommended public takeover offer for Penneo.

About Penneo

Penneo combines digital signing and Know Your Customer (KYC) workflows into a single platform that streamlines critical business processes for anti-money-laundering regulated B2B companies.

Founded in Copenhagen and operating throughout Europe, Penneo is fast becoming the go-to platform for companies looking to save time on administrative tasks while ensuring complete regulatory compliance and peace of mind for themselves and their clients. Penneo is already trusted by +3,000 companies - including the world’s leading auditors.

For information about Penneo, please visit https://penneo.com/investors. 

About Visma

The Visma Group is a leading provider of mission-critical cloud software, with revenue of € 2.4 billion in 2023, nearly 16,000 employees and 1.9 million customers across Europe and Latin America. By simplifying and automating the work of businesses and organisations of all sizes, Visma enables a more efficient and prosperous society.

Disclaimer

This announcement does not constitute an offer or invitation to purchase any securities in Penneo or a solicitation of an offer to buy any securities in Penneo, pursuant to the Offer or otherwise. The Offer is made solely by means of an Offer Document when approved by the Danish Financial Supervisory Authority, which will contain the full terms and conditions of the Offer, including details of how the Offer may be accepted. 

Danske Bank A/S is acting as financial advisor to Penneo and no other person in connection with these materials or their contents. Danske Bank A/S will not be responsible to any person other than Penneo for providing any of the protections afforded to clients of Danske Bank A/S, nor for providing any advice in relation to any matter referred to in these materials. Without limiting a person’s liability for fraud, Danske Bank A/S nor any of its affiliates nor any of its respective directors, officers, representatives, employees, advisors or agents shall have any liability to any other person (including, without limitation, any recipient) in connection with the Offer.

Restricted jurisdictions 

The Offer will not be made, and the Penneo shares will not be accepted for purchase from or on behalf of persons, in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities or other laws or regulations of such jurisdiction. Persons obtaining this announcement and/or into whose possession this announcement comes are required to take due note and observe all such restrictions and obtain any necessary authorisations, approvals or consents. Neither Visma nor any of its advisors accepts any liability for any violation by any person of any such restriction. Any person (including, without limitation, custodians, nominees and trustees) who intends to forward this announcement to any jurisdiction outside Denmark should inform themselves of the laws of the relevant jurisdiction, before taking any action. The distribution of this announcement in jurisdictions other than Denmark may be restricted by law, and, therefore, persons who come into possession of this announcement should inform themselves about and observe such restrictions. Any failure to comply with any such restrictions may constitute a violation of the securities laws and regulations of any such jurisdiction.

Notice to U.S. Shareholders

U.S. Shareholders (as defined below) are advised that the shares in Penneo are not listed on a U.S. securities exchange and that Penneo is not subject to the periodic reporting requirements of the U.S. Securities Exchange Act of 1934, as amended (the "U.S. Exchange Act"), and is not required to, and does not, file any reports with the U.S. Securities and Exchange Commission (the "SEC") thereunder. The Offer referred to in this announcement is made to Penneo shareholders who are resident in the United States ("U.S. Shareholders") on the same terms and conditions as those made to all other Penneo shareholders to whom an offer is made. Any information documents, including the Offer Document referred to in this announcement, is disseminated to U.S. Shareholders in English on a basis comparable to the method that such documents are provided to Penneo’s other shareholders to whom an offer is made. The Offer is made by the Offeror and no one else.

The Offer is made to U.S. Shareholders as a "Tier I" tender offer under Rule 14d-1(e) of the U.S. Exchange Act, and otherwise in accordance with the requirements of Danish law. Accordingly, the Offer is subject to disclosure and other procedural requirements, including with respect to the offer timetable, settlement procedures and timing of payments, that are different from those that would be applicable under U.S. domestic tender offer procedures and law.

To the extent permitted by Danish law and practice and pursuant to Rule 14e-5(b) of the U.S. Exchange Act, the Offeror and its affiliates or brokers (acting as agents for the Offeror or its affiliates, as applicable) may from time to time, and other than pursuant to the Offer, directly or indirectly, purchase or arrange to purchase, Penneo shares or any securities that are convertible into, exchangeable for or exercisable for such Penneo shares outside the United States during the period in which the Offer remains open for acceptance, so long as those acquisitions or arrangements comply with applicable Danish law and practice. To the extent information about such purchases or arrangements to purchase is made public in Denmark, such information will be disclosed by means of an English language press release via an electronically operated information distribution system in the United States or other means reasonably calculated to inform U.S. Shareholders of such information. In the ordinary course of business, the financial advisors to the Offeror and its affiliates may make or hold a broad array of investments including serving as counterparties to certain derivative and hedging arrangements and actively trade debt and equity financial instruments (or related derivative financial instruments) and other types of financial instruments (including bank loans) for their own account and for the accounts of their customers, and such investment and financial instrument activities may involve securities and/or instruments of Penneo.

Neither the SEC nor any securities supervisory authority of any state or other jurisdiction in the United States has approved or disapproved the Offer or reviewed it for its fairness, nor have or will the contents of the Offer Document referred to in this announcement or any other documentation relating to the Offer been reviewed for accuracy, completeness or fairness by the SEC or any securities supervisory authority in the United States. Any representation to the contrary is a criminal offence in the United States. 

Forward-looking statements

This release contains forward-looking statements and statements of future expectations that reflect current views and assumptions with respect to future events. These forward-looking statements may discuss expectations, identify strategies, contain projections or state other forward-looking information and include, but are not limited to, statements related to the expected structure and schedule for completion of the Offer and related matters described in this release, the management and prospects of Penneo's business after the completion of the Offer, Visma's current plans with respect to the Offer and the business, management and prospects of Penneo. These statements do not guarantee business performance in the future; they carry known or unknown risks, uncertainties, and other factors that may differ significantly from the actual performance, development or financial position of Visma and Penneo in the future.

These forward-looking statements can be identified by the use of forward-looking terminology, such as "aims," "believes," "expects," "estimates," "may," "anticipates," "plans," "intends," "should," "will," "seeks," "forecasts," "in the future", or the negative of these terms or similar expressions, or in particular by discussions about "strategy," "target," "plan," or "intention". There is a possibility that actual business results may greatly differ from those expressed in or implied by such forward-looking statements due to various factors. Such factors include, but are not limited to, the following: (i) uncertainties related to the structure and schedule for completion of the Offer, (ii) Penneo's shareholders may or may not tender into the Offer, (iii) a proposal that competes with the Offer may be made, (iv) the risk that the regulatory and other conditions, which are necessary for the completion of the Offer, will not be satisfied (v) the possibility that the announcement of the Offer may cause difficulty in keeping the relations with Penneo's management, employees, customers, suppliers and other trading partners, (vi) the risk that a shareholder related lawsuit on the Offer will be filed and the defence thereof may cost significant expenses or lead to large payments, (vii) the impact of changes in the legislative system, accounting standards and other management environments related to the relevant parties, (viii) issues in implementing business strategies, (ix) the impact of financial uncertainties and changes in other general economic and industrial conditions, (x) Offer costs, (xi) fixed or contingent liabilities that may materialize, and (xii) other risks set forth in the offer document publicly disclosed by Visma or Penneo. Neither Visma nor Penneo has a duty of updating the forward-looking statements as a result of the emergence of new information, future circumstances or other circumstances, unless the updating is explicitly required by applicable law.