Insight Partners announces outcome of the extended acceptance period of its recommended public cash offer 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 for certain trading platforms issued by the Swedish Corporate Governance Board (the “Takeover Rules”)). 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. 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
May 25, 2023, 2:00 p.m. CEST
On April 17, 2023, Insight Partners, through SUS Intermediate Company AB (the “Bidder”), announced a recommended public cash offer to the shareholders of SignUp Software AB (publ) (“SignUp”) to tender all their shares in SignUp to the Bidder (the “Offer”).
On May 11, 2023, the Bidder announced that the Offer had been accepted by shareholders of SignUp holding in total 22,614,429 shares, corresponding to approximately 99.6 percent of the total number of shares and votes in SignUp, and declared the Offer unconditional.
During the extended acceptance period, which expired on May 24, 2023, the Offer has been accepted by shareholders holding in total 30,923 shares, corresponding to approximately 0.1 percent of the total number of shares and votes in SignUp. SignUp’s CEO has accepted the separate offer to sell his warrants, issued by SignUp under an incentive program, to the Bidder at a price equal to the see-through value of the warrants.
The Bidder now holds a total of 22,645,352 shares, corresponding to approximately 99.7 percent of the total number of shares and votes in SignUp, and has acquired all outstanding warrants in SignUp held by SignUp’s CEO.
The Bidder did not hold any shares in SignUp prior to the announcement of the Offer and, except as set out above, has not acquired any SignUp shares or financial instruments that give a financial exposure to the SignUp shares outside the Offer.
Settlement in respect of shares tendered in the Offer during the extended acceptance period is expected to occur on or around May 30, 2023. As previously communicated, the Bidder will not extend the acceptance period further.
The Bidder has initiated a compulsory acquisition proceeding in respect of SignUp shares not tendered in the Offer.
Advisors
The Bidder and Insight Partners 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 is available at:
For further information, please contact:
Adam Makkonen, Fogel & Partners
Phone: +46 70 316 63 75
E-mail: adam.makkonen@fogelpartners.se
__________
The information set out in this announcement was submitted for publication on May 25, 2023, 2:00 p.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.