Statement by the Board of Caperio Holding in relation to the public cash offer by Advania
The independent Board members[1] of Caperio Holding unanimously recommends that the shareholders accept Advania’s cash offer at SEK 34.00 per share.
This statement is made by the independent Board members of Caperio Holding AB (publ) ("Caperio" or the "Company") in accordance with paragraph II.19 of the Takeover rules for certain trading platforms, issued by the Swedish Corporate Governance on 1 February 2015 (the "Takeover Rules").
[1] Since the Board members Christer Haglund and David Pohanka have undertaken to accept the Offer, they have not participated in the Board’s handling of or decision-making with respect to the Offer because of a conflict of interest.
Background
Advania Holding AB (“Advania”), a company indirectly owned by Advania Invest AB, has today on 27 April 2017, in a press release, announced a public cash offer to the shareholders of Caperio to tender all of its shares to Advania for a cash amount of SEK 34.00 per share, except with regard to shares owned by certain majority shareholders who have accepted to tender their shares at SEK 31.50 in cash per share in Caperio (the "Offer"). The total value of the Offer, based on all outstanding shares in Caperio, amounts to SEK 158 million.
- The Offer price of SEK 34.00 represents a premium of:
- 2.4 per cent to the closing price of SEK 33.20 of the Caperio shares on Nasdaq First North on 26 April 2017, the last trading day before the announcement of the Offer;
- 24.4 per cent to the volume-weighted average share price of the Caperio shares on Nasdaq First North during the last 90 trading days prior to 27 April 2017; and
- 36.9 per cent to the volume-weighted average share price of the Caperio shares on Nasdaq First North during the last 180 trading days prior to 27 April 2017.
The Offer is conditional on standard conditions, inter alia, upon the Offer being accepted to such an extent that Advania becomes the owner of shares representing more than 90 per cent of the outstanding shares in Caperio on a fully diluted basis and, with respect to the Offer and the acquisition of Caperio, receipt of all necessary regulatory, governmental or similar clearances, approvals and decisions, including from competition authorities, in each case on terms which, in Advania’s opinion, are acceptable.
The acceptance period for the Offer is expected to commence around 5 May 2017 and end around 29 May 2017. An offer document regarding the Offer is expected to be made public shortly before the commencement of the acceptance period. Assuming that the Offer is declared unconditional no later than around 31 May 2017, settlement is expected to begin around 2 June 2017.
Christer Haglund (121,441 shares), Filtor Holding AB[1] (1,320,961 shares), David Pohanka (338,732 shares), Mikael Zetterberg (95,033 shares) and MHA Investment AB[2] (158,747 shares), representing in aggregate approximately 43 per cent of the shares and votes in Caperio, have irrevocably undertaken to accept the Offer at SEK 31.50 in cash per share. Due to such undertakings towards the bidder, Christer Haglund and David Pohanka have not participated and will not participate in the Board’s processing of or resolutions concerning the Offer. The remaining independent Board members compromises of Per-Henrik Persson and Eva Kara Posse, where Per-Henrik Persson has been appointed Chairman.
Upon written request by Advania, the independent Board members have found it justified to permit Advania to carry out a limited, confirmatory, due diligence review in connection with the preparations for the Offer. Advania has in connection with the due diligence review not received any information which has not been previously disclosed which could reasonably be expected to affect the price of the shares in Caperio.
For more details about the Offer, please see Advania's press release that was published today on Advania’s website www.advania.com/offer.
[1] Wholly owned by Christer Haglund.
[2] Wholly owned by Mikael Zetterberg.
Recommendation by the independent Board members
The independent Board members’ opinion of the Offer is based on an assessment of a number of factors that the independent Board members have considered relevant in relation to the evaluation of the Offer. These factors include, but are not limited to, Caperio’s present position, the expected future development and potential of Caperio and related possibilities and risks. The independent Board members have evaluated the Offer in the light of the long-term valuation of Caperio in light of expected cash flow, the valuation of Caperio in relation to comparable listed companies and comparable transactions, analysts’ and the stock market’s expectations on the development of Caperio’s share price and profitability, etc. The independent Board members have in their assessment further considered that the three largest shareholders have irrevocably undertaken to accept a price of SEK 31.50 per share and that these undertakings apply even if a third party would publish a competing offer.
Since the independent Board members does not constitute a quorate Board, a fairness opinion regarding the fairness of the Offer in accordance with paragraph II.19 and IV.3 of the Takeover rules, has been obtained from Deloitte AB ("Deloitte"). According to the fairness opinion, which is annexed to this statement, Deloitte considers that the Offer is not unfair from a financial point of view for the shareholders of Caperio.
Based on the abovementioned, the independent Board members unanimously recommend the shareholders of Caperio to accept the Offer of SEK 34.00 per share.
Under the Takeover Rules the independent Board members are also required to present their opinion of the effects the implementation of the Offer may have on Caperio, especially employment, and their view on Advania’s strategic plans for the Company and the impact these could be expected to have on employment and on the locations where Caperio conducts its business. Advania has made the following statements in the offer announcement dated 27 April 2017: “Advania considers Caperio’s management and employees as important building blocks in the new group, and highly values the competense of the employees. With Advania’s knowledge of Caperio and in light of the current market conditions, Advania does not expect to, as a result of the implementation of the Offer, make any material changes for management and employees (including terms of employment) or for the employment and operations on the locations where Caperio conducts business. The implementation of the Offer is not expected to involve any material changes for the management or employees of Advania.” The independent Board members assumes that this statement is correct and has in relevant aspects no reason to take a different view.
Applicable law
This statement shall in all respects be governed by and construed in accordance with Swedish law. Disputes arising from this statement shall be settled by Swedish courts exclusively.
Advisor
Advokatfirman Cederquist is legal adviser to Caperio in connection to the Offer.
Stockholm 27 April 2017
The independent Board members of Caperio Holding AB
For more information, please contact:
Tomas Wanselius, as representative of Caperio.
Telephone +46 (0)8-562 175 00
Certified Adviser: Remium Nordic AB
Tel: +46 (0)8-454 32 76
E-mail: corporatefinance@remium.com
Caperio is a Swedish IT company with world-class services. Our unique team spirit and uncompromising service delivery quality provide our customers with productivity and profitability. Caperio was established in 2000. Throughout the years, our guiding principle has been to provide businesses, organizations and government agencies with the best IT infrastructure delivery in Sweden.
This information is such information as Caperio Holding AB (publ) is required to disclose under the EU Market Abuse Regulation. The information was provided by the abovementioned contact person for publication on 27 April 2017, at 07:40 a.m. (CET).
____________________
Opinion
Advania Holding AB (”Advania”) has on April 27, 2017 announced a public offer to acquire all outstanding shares in Caperio Holding AB (”Caperio”).
In summary Advania offers SEK 34.00 in cash for each share in Caperio (”the Offer”). The Offer is conditional on, inter alia, the Offer being accepted to such an extent that Advania becomes the owner of shares in Caperio representing more than 90 % of the total number of shares, and receipt of all necessary regulatory, governmental or similar clearances, approvals and decisions.
Caperio’s board members Christer Haglund, who directly and indirectly owns 30.0 % of the votes and the capital, and David Pohanka, who owns 7.0 % of the votes and the capital, have, together with Mikael Zetterberg who directly and indirectly owns 5.3 % of the votes and the shares, irrevocably undertaken to sell their respective shareholdings to Advania at a price per share of SEK 31.50 provided that the Offer is completed. The board members Christer Haglund and David Pohanka therefore have conflicts of interest and do not participate in the Board of Director’s handling or decisions concerning the Offer.
In light of the above and considering the Takeover Rules issued by the Swedish Corporate Governance Board, the independent members of the Board of Directors have engaged Deloitte AB (“Deloitte”) to issue an opinion on the fairness of the Offer from a financial point of view for the shareholders of Caperio.
For this analysis we have:
a) Reviewed the Offer;
b) Reviewed historical public and internal financial information related to Caperio;
c) Analysed certain forecasts and other internal forward looking information related to Caperio;
d) Held discussions with representatives of Caperio’s management and independent members of the Board of Directors; and
e) Conducted other financial analyses and investigations that we have deemed to be appropriate.
It is assumed that the information received is correct and complete and no independent control or verification has been carried out. Deloitte does not assume any responsibility for any inaccuracy or incorrectness in the information received. If it is determined that the information we received was inaccurate or incomplete, this could mean that our conclusion is incorrect.
Our opinion is based on macroeconomic, financial, market related, and other conditions, as well as other information provided to us as of the date of our opinion. We assume no responsibility for events occurring after this date, which could affect this opinion and the assumptions which it is based upon.
Our fee for this engagement is fixed and does not depend on the size of the Offer, to what extent it is accepted or whether the Offer is completed or not.
This opinion is governed by Swedish law.
Based on the analyses, assumptions and reservations above, we are of the opinion, as of the date hereof, that the Offer is not unfair from a financial point of view for the shareholders of Caperio.
Stockholm den 27 april 2017
Deloitte AB
Mats Lindqvist
Partner, Valuation & Modelling
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