Providence Education International increases the offer for AcadeMedia to SEK 190 per share and extends the acceptance period
This press release may not be distributed, directly or indirectly, in or into, the United States of America, Australia, Canada, South Africa or Japan. The Offer is not being made to (and acceptances will not be accepted from) persons in those countries or elsewhere where their participation requires further offer documents, filings or other measures in addition to those required by Swedish law.
§ The Offer is increased to SEK 190 for each share in AcadeMedia. § Bure Equity AB (publ), holding approximately 13.6 per cent of the shares and votes in AcadeMedia, which unconditionally and irrevocably has agreed with Providence Education International to accept the Offer, has accepted and tendered its shares in the Offer. The acceptance may not be revoked or withdrawn. § The acceptance period is extended until and including June 3, 2010. On April 22, 2010, Providence Education International AB (“Providence Education International”) announced a cash offer to the shareholders in AcadeMedia AB (publ) (“AcadeMedia”) of SEK 170 in cash for each share (the “Offer”). On April 26, 2010, Providence Education International published an offer document regarding the Offer (the “Offer Document”). On May 4, 2010, Providence Education International published a supplement to the Offer Document due to the competing bid of SEK 190 for each share from EQT V Limited, through Svensk Utbildning Intressenter Holding AB (“Svensk Utbildning Intressenter”), which was announced on April 28, 2010. On May 16, 2010, Svensk Utbildning Intressenter announced that the price in the competing bid has been increased from SEK 190 to SEK 205 per share. Providence Education International has today decided to increase the price in the Offer to SEK 190 in cash for each share.[1] The total value of the increased Offer amounts to approximately SEK 2,292 million based on the current number of shares outstanding in AcadeMedia.[2] The increased Offer of SEK 190 per share constitutes a premium of: § approximately 15.2 per cent compared to the closing price for the AcadeMedia share of SEK 165.00 on April 21, 2010, being the last trading day before the announcement of the Offer; § approximately 11.8 per cent compared to the previous lower Offer of SEK 170 for each share; § approximately -7.3 per cent compared to Svensk Utbildning Intressenter’s increased bid of SEK 205 for each share; § approximately 4.0 per cent compared to the volume weighted average price of SEK 182.68 for the AcadeMedia share during the last 30 trading days preceding the announcement of the increased Offer (April 1, 2010 – May 17, 2010); § approximately 7.7 per cent compared to the volume weighted average price of SEK 176.48 for the AcadeMedia share during the last three months preceding the announcement of the increased Offer (February 18, 2010 – May 17, 2010); § approximately 33.6 per cent compared to the closing price of SEK 142.25 on March 30, 2010, the day before the abnormal share price movements in the AcadeMedia share; § approximately 40.2 per cent compared to the volume weighted average price of SEK 135.55 for the AcadeMedia share during the last 30 trading days up to and including March 30, 2010 (February 17, 2010 – March 30, 2010); and § approximately 47.0 per cent compared to the volume weighted average price of SEK 129.29 for the AcadeMedia share during the last three months up to and including March 30, 2010 (December 31, 2009 – March 30, 2010). The increased consideration for the Offer amounting to in total approximately SEK 2,292 million will be financed through an increased capital contribution from Providence Equity Partners VI International L.P. Providence Education International has received a binding commitment regarding such capital contribution from Providence Equity Partners VI International L.P. (corresponding to approximately 65 per cent of the total consideration for the increased Offer), as well as bank financing from Nordea Bank AB (publ) (for the remaining part). The acceptance period for the Offer is extended until and including June 3, 2010. Settlement is expected to take place on or about June 11, 2010, provided that the conditions of the Offer have been fulfilled or waived. Bure Equity AB (publ), AcadeMedia’s largest shareholder, holding 1,638,052 class B shares, corresponding to about 13.6 per cent of all outstanding shares and votes in AcadeMedia, which pursuant to an agreement with Providence Education International on April 6, 2010, unconditionally and irrevocably has undertaken to accept the Offer, has accepted and tendered its shares in the Offer. The acceptance may not be revoked or withdrawn irrespective of the terms of the Offer. Bengt Ekberg and his wholly-owned company LBS Intressenter AB, who together hold 457,035 class B shares, corresponding to approximately 3.8 per cent of all outstanding shares and votes in AcadeMedia and who pursuant to an agreement with Providence Education International dated April 22, 2010 unconditionally and irrevocably have undertaken to accept the Offer, have, however, despite discussions with Providence Education International not yet accepted the Offer. Due to the above and in light of that Svensk Utbildning Intressenter on May 16, 2010 announced that the price in the competing bid has been increased from SEK 190 to SEK 205 per share, Providence Education International will prepare and announce a second supplement to the Offer Document shortly. The right to withdraw given acceptances of the Offer applies in accordance with what is stated in the Offer Document, such withdrawal shall be made at the latest on June 3, 2010, at 17.00 (CET). Besides the increased price, the conditions for the Offer remain unaltered during the extended acceptance period. As set out in the Offer and the Offer Document, Providence Education International reserves the right to waive, in whole or in part, one or more of the conditions in the Offer in accordance with applicable laws and regulations, including to complete the Offer at a lower level of acceptance. Providence Education International reserves the right to extend the acceptance period for the Offer as well as to postpone the settlement day. As previously announced, Providence Education International has received the necessary clearances from relevant competition authorities regarding the Offer. For further terms and conditions and information regarding the Offer, referral is made to the Offer Document and the first supplement to the Offer Document, available on www.providenceeducationinternational.se, www.academedia.se and www.handelsbanken.se/investeringserbjudande. Stockholm on May 17, 2010 Providence Education International AB The Board of Directors The information provided herein was submitted for publication on May 17, 2010 at 22.00 CET. For further information visit www.providenceeducationinternational.se or contact: Erik Nilsson Tel: +46 (0) 761160041 Email: info@providenceeducationinternational.se Andrew Cole Sard Verbinnen & Co Tel: +1 212-687-8080 E-mail: acole@sardverb.com The Offer is not being made (nor will any tender of shares be accepted from or on behalf of holders) in any jurisdiction in which the making of the Offer or the acceptance of any tender of shares therein would not be made in compliance with the laws of such jurisdiction or where the completion or acceptance of the Offer requires further offer document, filings or other measures in addition to those required under Swedish law, except where there is an applicable exemption. The Offer is not being made, directly or indirectly, by use of mail or any other means or instrumentality (including, without limitation, facsimile transmission, electronic mail, telex, telephone and the Internet) in or into the United States of America, Australia, Canada, South Africa or Japan and the Offer cannot be accepted in or from the United States of America, Australia, Canada, South Africa or Japan. As a result, this press release, the Offer Document, the supplement to the Offer Document, the acceptance form and other documentation relating to the Offer will not, and may not, be mailed or in any other way distributed, forwarded or transmitted to, from or within the United States of America, Australia, Canada, South Africa or Japan. Providence Education International will not send any payment in respect of the terms of the Offer to, or accept any acceptance forms from, the United States of America, Australia, Canada, South Africa or Japan. -------------------------------------------------------------------------------- [1] The offered amount is subject to adjustment should AcadeMedia pay any dividend or make any other value transfer prior to the settlement of the Offer and will accordingly be reduced by the amount per share of any such dividend or value transfer. [2] The total number of outstanding shares in AcadeMedia as of the day of this press release is 12,061,246 class B shares.