Regulatory condition satisfied for the voluntary recommended public takeover offer by Visma for the shares in Penneo

Company Release no. 1/2025
Copenhagen, Denmark, 8 January 2025

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.

With reference to Penneo A/S' ("Penneo") announcement of 19 December 2024 (no. 20/2024) regarding the publication of the offer document and board statement concerning Visma Danmark Holding A/S' ("Visma") all-cash voluntary recommended public takeover offer to purchase all of the issued and outstanding shares (excluding treasury shares) in Penneo (the "Offer"), Visma has notified Penneo that the Danish Competition and Consumer Authority has now confirmed to Visma that it does not find, on the basis of the information currently available, reason to further scrutinize the Offer, and Visma's purchase of the Penneo shares. On that basis, the Offer will not be called-in for merger review pursuant to Section 12(6) of the Danish Competition Act, and the completion of the Offer will consequently not be subject to approval by the Danish Competition and Consumer Authority.

As a result, Visma has informed Penneo that it considers the regulatory condition of the Offer to be satisfied.

Completion of the Offer remains subject to other 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 certain warrants with a strike price above the offer price, and any treasury shares held by Penneo). Reference is made to the offer document published by Visma on 19 December 2024 for a full description of the conditions applicable to the Offer. 

The offer period expires on 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 Executive Order on Takeover Offers as set forth in the offer document. In accordance with section 21(3) of the Danish Executive Order on Takeover Offers, the final result of the Offer will be published within three (3) business days after Visma has announced that the Offer will be completed.

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 

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 the Offer Document approved by the Danish Financial Supervisory Authority, which contains 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.