Insight Partners announces a recommended public cash offer of SEK 104 per share to the shareholders of SignUp Software AB (publ)

The Offer (as defined below) is not being made, and this press release may not be distributed, directly or indirectly, in or into, nor will any tender of shares be accepted from or on behalf of holders in, Australia, Canada, Hong Kong, Japan, New Zealand or South Africa, or any other jurisdiction in which the making of the Offer, the distribution of this press release or the acceptance of any tender of shares would contravene applicable laws or regulations or require further offer documents, filings or other measures in addition to those required under Swedish law (including the Takeover Rules, as defined below). Shareholders not resident in Sweden who wish to accept the Offer must make inquiries concerning applicable legislation and possible tax consequences. Shareholders should refer to the offer restrictions included in the section “Important information” at the end of this announcement and in the offer document that will be published shortly before the commencement of the acceptance period under the Offer. Shareholders in the United States should also refer to the section “Notice to investors in the United States” at the end of this announcement.

Press Release

April 17, 2023, 07:30 a.m. CEST

Insight Partners (“Insight”), through SUS Intermediate Company AB[1] (the “Bidder”), today announces a recommended public cash offer to the shareholders of SignUp Software AB (publ) (“SignUp” or the “Company”) to tender all their shares in SignUp to the Bidder at a price of SEK 104 per share (the “Offer”). The shares in SignUp are admitted to trading on Nasdaq First North Growth Market.

The Offer in brief

• The Bidder offers SEK 104 in cash for each share in SignUp (the “Offer Price”).[2] The total value of the Offer amounts to approximately SEK 2,362 million, which corresponds to approximately USD 229 million.[3]

• The Offer Price represents a premium of:

• approximately 39.4 percent compared to the closing price of SEK 74.60 per SignUp share on Nasdaq First North Growth Market on April 14, 2023, which was the last trading day prior to the announcement of the Offer;
• approximately 30.5 percent compared to the volume-weighted average purchase price of SEK 79.67 per SignUp share on Nasdaq First North Growth Market during the last 30 trading days prior to the announcement of the Offer; and
• 30.0 percent compared to the IPO price of SEK 80.00 per SignUp share on Nasdaq First North Growth Market on November 24, 2021.

• The independent bid committee of SignUp unanimously recommends that the shareholders of SignUp accept the Offer.[4]

• The Company has obtained a fairness opinion from Lenner & Partners Corporate Finance AB (“Lenner & Partners”), according to which the Offer is fair to the SignUp shareholders from a financial perspective.

• SignForm International BV and Standout Capital I AB, together owning 16,440,000 shares, representing a total of approximately 72.37 percent of the outstanding shares and votes in SignUp, have irrevocably undertaken to accept the Offer.[5]

• The Offer is not subject to any financing condition. The Offer is fully financed and will be funded by a mix of equity provided by funds affiliated with Insight (the “Insight Funds”), and a loan from a syndicate of lenders led by Wells Fargo Bank, National Association, which will be guaranteed by the Insight Funds.

• The Bidder expects to publish an offer document regarding the Offer on or around April 18, 2023. The acceptance period for the Offer is in such case expected to commence on April 19, 2023 and run until May 10, 2023. Settlement is expected to take place on or around May 16, 2023.

• The Bidder may acquire, or enter into arrangements to acquire, shares in SignUp outside the Offer. Any purchases made or arranged will be in accordance with Swedish law and the Takeover rules for certain trading platforms issued by the Swedish Corporate Governance Board (the “Takeover Rules”) and will be disclosed in accordance with applicable rules.

Background and reasons for the Offer

SignUp is a profitable growing software company offering an end-to-end solution, ExFlow, for electronic accounts payable (AP) and invoice process automation built into Microsoft Dynamics 365. Insight is thoroughly impressed by SignUp’s management team and market-leading AP automation capabilities. With a strong presence in Europe, SignUp has gained significant international traction in recent years, and its solutions are critical for customers across multiple industries. Insight is optimistic about the Company’s growth prospects, supported by the Company’s extensive network of partners. Insight believes it can help management build on SignUp’s already-strong foundation to serve growing customer needs for financial automation and further invest in product development.

The Bidder values SignUp’s management team and employees. Completion of the Offer is not expected to entail any significant changes regarding the Company’s employees and management (including terms of employment) nor for the existing organization and operations, including effects on the employment rate and the sites where the Company currently conducts business.

The Offer

The Bidder offers SEK 104 in cash for each share in SignUp. If SignUp pays dividends or makes any other distributions to the shareholders, for which the record date occurs prior to the settlement of the Offer, the Offer Price will be reduced accordingly. Consequently, should the Annual General Meeting of SignUp, which is to be held on April 19, 2023, in accordance with the Board of Directors’ proposal, resolve to pay a dividend of SEK 0.25 per share, with record date for distribution on April 21, 2023, the Offer Price will be reduced to SEK 103.75 per share in SignUp. No commission will be charged in respect of the settlement of the SignUp shares tendered to the Bidder under the Offer.

The Offer Price represents a premium of:

• approximately 39.4 percent compared to the closing price of SEK 74.60 per SignUp share on Nasdaq First North Growth Market on April 14, 2023, which was the last trading day prior to the announcement of the Offer;
• approximately 30.5 percent compared to the volume-weighted average purchase price of SEK 79.67 per SignUp share on Nasdaq First North Growth Market during the last 30 trading days prior to the announcement of the Offer; and
• 30.0 percent compared to the IPO price of SEK 80.00 per SignUp share on Nasdaq First North Growth Market on November 24, 2021.

The total value of the Offer amounts to approximately SEK 2,362 million, which corresponds to approximately USD 229 million.[6]

Neither the Bidder nor any closely related companies or closely related parties of the Bidder own any shares or financial instruments that give financial exposure to SignUp shares at the time of this announcement, nor has the Bidder acquired or agreed to acquire any SignUp shares or any financial instruments that give financial exposure to SignUp shares during the six months preceding the announcement of the Offer. For further information about undertakings by larger shareholders to accept the Offer, please see “Undertakings to accept the Offer” below.

The Bidder expects to publish an offer document regarding the Offer around April 18, 2023. The acceptance period for the Offer is in such case expected to commence on April 19, 2023 and run until May 10, 2023. Settlement is expected to take place on or around May 16, 2023.

The Bidder may acquire, or enter into arrangements to acquire, shares in SignUp outside the Offer. Any purchases made or arranged will be in accordance with Swedish law and the Takeover Rules and will be disclosed in accordance with applicable rules.

Financing

The Offer is not subject to any financing condition. The Offer is fully financed and will be funded by a mix of equity provided by the Insight Funds, and a loan from a syndicate of lenders led by Wells Fargo Bank, National Association, will be guaranteed by the Insight Funds.

Treatment of holder of warrants

SignUp has issued warrants under an incentive program to the Company’s CEO. The Offer does not include the warrants. The Bidder will offer the warrant holder fair treatment in connection with the Offer.

Recommendation from the independent bid committee of SignUp

As a result of SignForm International BV and Standout Capital I AB having irrevocably undertaken to accept the Offer, respectively, the Board members Göran Garvner, Henrik Garvner and Erik Wästlund have not participated in the Company’s assessment of the Offer and will not participate in any decisions concerning the Offer. For more information about the undertakings, please refer to “Undertakings to accept the Offer” below.

The Board of Directors of SignUp has appointed an independent bid committee consisting of the three remaining Board members, Cecilia Lager, Christian Cederholm and Ari Liukko. The independent bid committee of SignUp has assessed the Offer and informed Insight that it unanimously recommends that the shareholders of SignUp accept the Offer.

Fairness opinion from Lenner & Partners

The Company has obtained a fairness opinion from Lenner & Partners, according to which, based on the assumptions and reservations stated in the opinion, the Offer is fair to the SignUp shareholders from a financial perspective.

Undertakings to accept the Offer

SignForm International BV and Standout Capital I AB, together owning 16,440,000 shares, representing a total of approximately 72.37 percent of the outstanding shares and votes in SignUp, have, under separate agreements irrevocably undertaken to accept the Offer, save that each shareholder, respectively, is free to accept a public offer for shares in the Company made by a third party (whether such offer is made in cash, shares or a mixture of cash and shares) if such offer represents a value of more than SEK 104 per share and is therefore on terms which, in such shareholder’s fair and reasonable opinion, is more favorable for such shareholder than the Offer. In addition, the undertakings are conditioned upon the Offer (i) being declared unconditional on or before June 30, 2023, and (ii) not being withdrawn or lapsing for whatever reason. The irrevocable undertakings given by SignForm International BV and Standout Capital I AB relate to their entire respective holdings of shares in SignUp.

Conditions to the Offer

Completion of the Offer is conditional on:

1. the Offer being accepted to such an extent that the Bidder becomes the owner of shares in SignUp representing more than 90 percent of the total number of shares in SignUp;
2. with respect to the Offer and the Bidder’s acquisition of SignUp, receipt of all necessary regulatory, governmental or similar clearances, approvals and decisions, including from competition authorities, in each case on terms acceptable to the Bidder;
3. there being no circumstances that would have a material adverse effect or could reasonably be expected to have a material adverse effect on SignUp’s sales, results, liquidity, equity or assets;
4. neither the Offer nor the acquisition of SignUp being rendered wholly or partially impossible or significantly impeded as a result of legislation or other regulation, any decision of a court or public authority, or any similar circumstance, which is actual or can reasonably be anticipated, and which the Bidder could not reasonably have foreseen at the time of the announcement of the Offer;
5. SignUp not taking any action that is likely to impair the prerequisites for making or completing the Offer;
6. no information made public by SignUp or disclosed by SignUp to the Bidder or Insight being materially inaccurate, incomplete or misleading, and SignUp having made public all information which should have been made public by it; and
7. no third party announcing an offer to acquire shares in SignUp on terms more favorable to the shareholders of SignUp than the Offer.

The Bidder reserves the right to withdraw the Offer in the event it becomes clear that any of the above conditions is not satisfied or cannot be satisfied. With regard to conditions (b) – (g), however, such withdrawal will only be made if the non-satisfaction is of material importance to the Bidder’s acquisition of the shares in SignUp.

The Bidder reserves the right to waive, in whole or in part, one or more of the conditions above, including, with respect to condition (a) above, to complete the Offer at a lower level of acceptance.

Brief description of the Bidder and Insight

The Bidder (SUS Intermediate Company AB) is a newly formed Swedish private limited liability company (Reg. No. 559429-5981, domiciled in Stockholm, Sweden), owned by SUS Holding Company AB[7], which is indirectly controlled by Insight. The Bidder was formed on March 21, 2023, and registered with the Swedish Companies Registration Office on April 6, 2023. The Bidder has never conducted, and at present does not conduct, any business. Its sole business purpose is to make the Offer.

Insight is a global software investor partnering with high-growth technology, software, and Internet startup and ScaleUp companies that are driving transformative change in their industries. As of December 31, 2022, the firm has over USD 75 billion in regulatory assets under management. Insight has invested in more than 750 companies worldwide and has seen over 55 portfolio companies achieve an IPO. Headquartered in New York City, Insight has offices in London, Tel Aviv, and Palo Alto. Insight’s mission is to find, fund, and work successfully with visionary executives, providing them with right-sized, right-time practical, hands-on software expertise along their growth journey, from their first investment to IPO. For more information on Insight and all its investments, visit insightpartners.com or follow us on Twitter @insightpartners.

Brief description of SignUp

SignUp is a profitable growing software company offering an end-to-end solution, ExFlow, for electronic accounts payable (AP) and invoice process automation built into Microsoft Dynamics 365. The Company has established itself as a global player with a number of large companies as customers and a number of partnerships with resellers of Microsoft Dynamics 365. SignUp was founded in 1999 and is a global company headquartered in Stockholm with offices in Denmark, Australia, the Netherlands, the U.S., Singapore, and the UK. SignUp had, as of December 31, 2022, 114 employees. In 2022, SignUp had an annual recurring revenue of approximately SEK 250 million.

The shares in SignUp are admitted to trading on Nasdaq First North Growth Market under the ticker SIGNUP. Further information about SignUp is available at https://www.signupsoftware.com/.

Due diligence

The Bidder has conducted a customary confirmatory due diligence review of SignUp in connection with the preparation of the Offer.

In connection with such due diligence review, the Bidder has received certain preliminary financial information concerning the performance of SignUp during the first quarter 2023. The Bidder has been informed by the independent bid committee of SignUp that SignUp will announce this information today in connection with the recommendation by the independent bid committee.

Indicative timetable

The Bidder reserves the right to extend the acceptance period of the Offer as well as to postpone the date of settlement. Notice of such extension and/or postponement of the date of settlement will be announced by the Bidder through a press release in accordance with applicable laws and regulations.

Approvals from authorities

The completion of the Offer is conditional upon, inter alia, receipt of all necessary regulatory, governmental or similar clearances, approvals and decisions, including from competition authorities, in each case on terms acceptable to the Bidder. However, it is the Bidder’s assessment that the transaction does not require any approvals from authorities.

Compulsory redemption and delisting

If the Bidder becomes the owner of more than 90 percent of the shares in SignUp, the Bidder intends to initiate a compulsory redemption procedure in respect of the remaining shares in SignUp under the Swedish Companies Act (Sw. aktiebolagslagen (2005:551)). In connection therewith, the Bidder will act in furtherance of a delisting of the SignUp’s shares from Nasdaq First North Growth Market.

Governing law and disputes

The Offer, as well as the agreements entered into between the Bidder and SignUp’s shareholders as a result of the Offer, shall be governed by and construed in accordance with substantive Swedish law. Any dispute regarding the Offer, or which arises in connection therewith, shall be exclusively settled by Swedish courts, and the Stockholm District Court (Sw. Stockholms tingsrätt) shall be the court of first instance.

The Takeover Rules and the Swedish Securities Council’s rulings and statements on the interpretation and application of the Takeover Rules are applicable to the Offer.

Advisors

The Bidder and Insight have retained Mannheimer Swartling Advokatbyrå as legal advisor, as to Swedish law, and Willkie Farr & Gallagher LLP as legal advisor in connection to the Offer.

Information about the Offer

Information regarding the Offer is made available at: www.improving-automation.com.

For further information, please contact:

Adam Makkonen, Fogel & Partners
Phone: +46 70 316 63 75
E-mail: adam.makkonen@fogelpartners.se

__________

The Bidder discloses the information provided herein pursuant to the Takeover Rules. The information was submitted for publication on April 17, 2023, 07:30 a.m. CEST.

Important information

The Offer, pursuant to the terms and conditions presented in this press release, is not being made to persons whose participation in the Offer would require that (1) any additional offer document is prepared, (2) any additional registration effected or (3) any other measures are taken in addition to those required under Swedish law (including the Takeover rules).

This press release and any related Offer documentation are not being distributed and must not be mailed or otherwise distributed or sent in or into any country in which the distribution or offering would require any such additional measures to be taken or would be in conflict with any law or regulation in such country – any such action will not be permitted or sanctioned by the Bidder. Any purported acceptance of the Offer resulting directly or indirectly from a violation of these restrictions shall be disregarded.

This press release is not being, and must not be, sent to shareholders with registered addresses in Australia, Canada, Hong Kong, Japan, New Zealand or South Africa. Banks, brokers, dealers and other nominees holding shares for persons in Australia, Canada, Hong Kong, Japan, New Zealand or South Africa must not distribute or forward this press release or any other document received in connection with the Offer to such persons. Any failure by such persons to inform themselves and observe applicable restrictions or requirements may constitute a violation of the securities laws of Australia, Canada, Hong Kong, Japan, New Zealand or South Africa, as applicable. To the fullest extent permitted by applicable law, the Bidder disclaims any responsibility or liability for the violations of any such restrictions by any person. Any purported acceptance of the Offer resulting directly or indirectly from a violation of these restrictions shall be disregarded. No consideration under the Offer will be delivered in or into Australia, Canada, Hong Kong, Japan, New Zealand or South Africa.

The tender offer and the information and documents contained in this press release are not being made and have not been approved by an authorized person for the purposes of section 21 of the UK Financial Services and Markets Act 2000 (the “FSMA”). Accordingly, the information and documents contained in this press release are not being distributed to, and must not be passed on to, the general public in the United Kingdom. The communication of the information and documents contained in this press release is exempt from the restriction on financial promotions under section 21 of the FSMA on the basis that it is a communication by or on behalf of a body corporate which relates to a transaction to acquire day-to-day control of the affairs of a body corporate or to acquire 50 percent or more of the voting shares in a body corporate, within article 62 of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005.

Notice to investors in the United States

The Offer described in this press release is made for the issued and outstanding shares of SignUp, a company formed under Swedish law, and the Offer is subject to Swedish disclosure and procedural requirements, which may be different from those of the United States. The Offer is made in the United States pursuant to Section 14(e) of the U.S. Securities Exchange Act of 1934, as amended (the “U.S. Exchange Act”) and the regulations promulgated thereunder, including Regulation 14E, to the extent applicable, and otherwise in compliance with the disclosure and procedural requirements of Swedish law, including with respect to withdrawal rights, the Offer timetable, notices of extensions, announcements of results, settlement procedures (including as regards to the time when payment of the consideration is rendered) and waivers of conditions, which may be different from requirements or customary practices in relation to U.S. domestic tender offers. Holders of the shares of SignUp domiciled in the United States (the “U.S. Holders”) are encouraged to consult with their own advisors regarding the Offer.

SignUp’s financial statements and all financial information included herein, or any other documents relating to the Offer, have been or will be prepared in accordance with Swedish Annual Accounts Act (1995:1554) (Sw. årsredovisningslagen) and BFNAR 2012:1 Annual reporting and consolidated reports (K3) and may not be comparable to the financial statements or financial information of companies in the United States or other companies whose financial statements are prepared in accordance with U.S. generally accepted accounting principles. The Offer is made to the U.S. Holders on the same terms and conditions as those made to all other shareholders of SignUp to whom the Offer is made. Any information documents, including the offer document, are being disseminated to U.S. Holders on a basis comparable to the method pursuant to which such documents are provided to SignUp’s other shareholders.

The Offer, which is subject to Swedish law, is being made to the U.S. Holders in accordance with the applicable U.S. securities laws and regulations, and applicable exemptions thereunder. To the extent the Offer is subject to U.S. securities laws, those laws only apply to U.S. Holders and thus will not give rise to claims on the part of any other person or entity. The U.S. Holders should consider that the price for the Offer is being paid in SEK and that no adjustment will be made based on any changes in the exchange rate.

It may be difficult for SignUp’s shareholders to enforce their rights and any claims they may have arising under the U.S. federal or state securities laws in connection with the Offer, since SignUp is located outside of the United States, and some or all of its officers and directors may be residents of countries other than the United States. SignUp’s shareholders may not be able to sue SignUp or its respective officers or directors in a non-U.S. court for violations of U.S. securities laws. Further, it may be difficult to compel SignUp and/or its affiliates to subject themselves to the jurisdiction or judgment of a U.S. court.

To the extent permissible under applicable law or regulations, the Bidder and its affiliates or its brokers and its brokers’ affiliates (acting as agents for the Bidder or its affiliates, as applicable) may from time to time and during the pendency of the Offer, and other than pursuant to the Offer, directly or indirectly purchase or arrange to purchase shares of SignUp outside the United States, or any securities that are convertible into, exchangeable for or exercisable for such shares. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices, and information about such purchases will be disclosed by means of a press release or other means reasonably calculated to inform U.S. Holders of such information. Any information about such purchases will be announced in Swedish and in a non-binding English translation available to the U.S. Holders through relevant electronic media if, and to the extent, such announcement is required under applicable Swedish or U.S. law, rules or regulations.

The receipt of cash pursuant to the Offer by a U.S. Holder may be a taxable transaction for U.S. federal income tax purposes and under applicable U.S. state and local, as well as foreign and other, tax laws. Each shareholder is urged to consult an independent professional advisor regarding the tax consequences of accepting the Offer. Neither the Bidder nor any of its affiliates and their respective directors, officers, employees or agents or any other person acting on their behalf in connection with the Offer shall be responsible for any tax effects or liabilities resulting from acceptance of this Offer.

No person or entity has been authorized to give any information or to make any representation on behalf of the Bidder except as expressly set forth in the Offer and, if given or made, such information or representation must not be relied upon as having been authorized. Neither the U.S. Securities and Exchange Commission nor any U.S. state securities commission has approved or disapproved the Offer, passed any comments upon the merits or fairness of the Offer, passed any comment upon the adequacy or completeness of the Offer, passed any comment upon the adequacy or completeness of this press release or passed any comment on whether the content in this press release is correct or complete. Any representation to the contrary is unlawful and may be a criminal offense in the United States.

Forward-looking information

Statements in this press release not relating to historical facts or relating to future status or circumstances, including statements regarding future performance, growth and other trend projections and other benefits of the Offer, are projections, forecasts or forward-looking statements. These statements may generally, but not always, be identified by the use of words such as “anticipates”, “intends”, “expects”, “believes”, “may”, “will”, “should”, “seeks”, “predicts”, “plans”, “target”, “goal”, “estimates”, “continues”, or similar expressions or the negative versions of those words or other comparable words. By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future. There are a number of risks and uncertainties, known and unknown, that could cause actual results to differ materially from these forward-looking statements. There can be no assurance that actual results will not differ materially from those expressed or implied by these forward-looking statements due to many factors, many of which are outside the control of the Bidder. No representations or warranties are made by the Bidder or any of the Bidder’s affiliates as to the accuracy of any such statements. Any such forward-looking statements speak only as of the date on which they are made  and the Bidder has no obligation (and undertakes no such obligation) to update or revise any of them, whether as a result of new information, future events or otherwise, except for in accordance with applicable laws and regulations.