INSIDE INFORMATION
14 April 2022 at 8:30 a.m. EEST
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN OR INTO AUSTRALIA, CANADA, HONG KONG, JAPAN, NEW ZEALAND OR
SOUTH AFRICA OR IN ANY OTHER JURISDICTION IN WHICH THE TENDER OFFER WOULD BE
PROHIBITED BY APPLICABLE LAW.
A consortium comprising Accel-KKR, Long Path and Briarwood announces a
recommended public tender offer through Sapphire BidCo Ltd for all shares in
Basware Corporation
BASWARE CORPORATION ("Basware" or the "Company"), the global provider of
Cloud-based Networked Procure-to-Pay solutions to help customers simplify
operations and spend smarter by automating procurement and finance processes
has entered into a combination agreement with Sapphire BidCo Ltd ("Sapphire" or
the "Offeror") regarding a voluntary recommended public cash tender offer (the
"Tender Offer") for all the issued and outstanding shares in Basware that are
not held by Basware or its subsidiaries. The cash consideration of EUR 40.10
per share represents a total equity value of approximately 619.91 million
(including the Warrants, as defined below). The share offer price represents a
premium of approximately 94.7 per cent compared to the closing price of the
shares on Nasdaq Helsinki Ltd ("Nasdaq Helsinki") on 13 April 2022, the last
trading day immediately preceding the announcement of the Tender Offer.
Following the completion of the Tender Offer, Basware will be indirectly
wholly-owned by a consortium of investors comprising Accel-KKR Capital Partners
VI, LP ("Accel-KKR"), Long Path Holdings 1, LP (a vehicle controlled by funds
managed or advised by Long Path Partners, LP, and/or its affiliates, together
"Long Path"), and Briarwood Capital Partners LP (a vehicle controlled by
Briarwood Chase Management LLC, and/or its affiliates, together "Briarwood")
(each a "Consortium Member" and together, the "Consortium") through Sapphire, a
newly-formed private limited liability company established for the purposes of
the Tender Offer and incorporated and existing under the laws of Finland.
The Board of Directors of Basware has unanimously decided to recommend that the
shareholders and warrantholders of Basware accept the Tender Offer.
Long Path and Briarwood have irrevocably undertaken to exchange Basware shares
held by them for securities in the Offeror's affiliated entity, Topaz MidCo Ltd
("Topaz"), upon the completion of the Tender Offer having been confirmed and
certain other major shareholders have irrevocably undertaken to accept the
Tender Offer subject to certain customary conditions. In aggregate, these
undertakings represent, on a fully diluted basis, 56.27 per cent of the shares
and votes in Basware.
"The offer from the consortium represents a good value extraction for Basware's
shareholders and offers a significant premium over both the market price and
the historical share levels. We are pleased that the hard work from management
and employees in building a world class scalable software-as a-service
offering, is recognized and the company is now ready for the next step of the
journey. The consortium offers the company valuable insight and capital to
further strengthen Basware's position as a Networked Procure-to-Pay solutions
and services provider as well as gain more market share globally in an
increasingly competitive sector. Under private ownership, Basware's management
will be able to devote their full attention to executing business performance
and achieving results," said Michael Ingelög, Chair of the Board of Directors
of Basware.
"I see this offer as clear evidence of all the good work that the employees of
Basware have done over the past years, and the opportunities we have ahead of
us. The consortium members have been following our company for years already
and value all aspects of the business from the market leading SaaS products and
services to the large global customer base as well as the strength of our
highly skilled and motivated employees. This signals strong confidence in our
people and our strategy of "Sustainable Growth and Profitability". With the
support and resources of the consortium members we will have even better
opportunities to accelerate our journey and value creation for all
stakeholders," said Klaus Andersen, Chief Executive Officer of Basware.
"Basware's deep set of solutions and market leadership combined with the
consortium members' long history with the company and deep know-how in
accelerating growth in software companies will position the business to
continue to deliver innovative solutions to its customers and the broader
marketplace. We look forward to working closely with the Basware team in the
coming years," said Dean Jacobson, Managing Director of Accel-KKR, on behalf of
the consortium.
Key highlights and summary of the Tender Offer
-- On 14 April 2022, the Offeror and Basware entered into a combination
agreement (the "Combination Agreement") pursuant to which the Offeror will
make the Tender Offer for all of the issued and outstanding shares in
Basware (the "Shares" or, individually, a "Share") that are not held by
Basware or any of its subsidiaries. Accel-KKR, Long Path and Briarwood form
the Consortium for the purposes of the Tender Offer, which indirectly owns
the Offeror.
-- The Tender Offer is also made for the warrants issued by the Company based
upon a decision by the Board of Directors of the Company on 19 March 2019,
by virtue of the authorization by the General Meeting of Shareholders of
the Company on 15 March 2018 (the "Warrants").
-- The Consortium currently holds in the aggregate, on a fully diluted basis,
approximately 23.06 per cent of the shares and votes in Basware (Long Path
holds 1,882,818 Shares and Briarwood holds 680,948 Shares and 1,000
Warrants).
-- The share offer price under the Tender Offer is EUR 40.10 in cash for each
Share validly tendered in the Tender Offer (the "Share Offer Price"),
subject to any adjustments as set out in section "The Tender Offer in
Brief" below.
-- The Share Offer Price represents a premium of approximately 94.7 per cent
compared to the closing price (EUR 20.60) of the Share on Nasdaq Helsinki
on 13 April 2022, the last trading day immediately preceding the
announcement of the Tender Offer; approximately 72.9 per cent compared to
the volume-weighted average trading price (EUR 23.20) of the Share on
Nasdaq Helsinki during the three-month period prior to and up to the date
of the announcement of the Tender Offer; and approximately 26.5 per cent
compared to the volume-weighted average trading price (EUR 31.69) of the
Share on Nasdaq Helsinki during the 12-month period prior to and up to the
date of the announcement of the Tender Offer.
-- The Tender Offer values Basware's total equity (including the Warrants) at
approximately EUR 619.91 million.
-- The Consortium believes that it can enhance Basware's leadership position
in the Procure-to-Pay market through additional investments in products as
well as by focusing on the expansion of its global footprint. The
Consortium intends to invest significant time, capital and other resources
to support the Company's strategy, positioning it for long-term success.
The Consortium is uniquely equipped with the appropriate long-term
investment horizon, expertise, and capital required to realize Basware's
potential while maintaining the Company's identity, culture, and Finnish
values.
-- Long Path and Briarwood have irrevocably undertaken to exchange Shares held
by them for securities in Topaz, upon the completion of the Tender Offer
having been confirmed. In addition, the Warrants are held by Briarwood
which has irrevocably undertaken to either exercise the Warrants upon the
completion of the Tender Offer having been confirmed and to then exchange
Shares so subscribed for securities in Topaz, or to exchange the Warrants
for securities in Topaz.
-- Certain major shareholders and founders of Basware, i.e. Ilkka Sihvo, Hannu
Vaajoensuu, Kirsi Eräkangas, Sakari Perttunen, and Antti Pöllänen and their
certain family members, together representing, on a fully diluted basis,
approximately 18.45 per cent of all the shares and votes in Basware, have
irrevocably undertaken to accept the Tender Offer subject to certain
customary conditions. In addition, Lannebo Fonder AB, Fjärde AP-fonden and
Ilmarinen Mutual Pension Insurance Company, together representing, on a
fully diluted basis, approximately 14.76 per cent of all the shares and
votes in Basware, have irrevocably undertaken to accept the Tender Offer
subject to certain customary conditions. Together with the undertakings by
Long Path and Briarwood, the Offeror has received irrevocable undertakings
representing in total, on a fully diluted basis, 56.27 per cent of the
shares and votes in Basware.
-- The Offeror has secured commitments for the required equity and debt
financing to finance the Tender Offer at completion in accordance with its
terms, and compulsory redemption proceedings, if any, in accordance with
the Finnish Companies Act (624/2006, as amended, the "Finnish Companies
Act").
-- The Offeror expects to publish a tender offer document (the "Tender Offer
Document") with detailed information on the Tender Offer on or about 25
April 2022. The offer period under the Tender Offer is expected to commence
on or about 26 April 2022, and to expire on or about 7 June 2022, unless
the Offeror extends the offer period in order to satisfy the Conditions to
Completion (as defined below), including, among others, receipt of the
Authority Approvals (as defined below). The Tender Offer is currently
expected to be completed during July 2022.
-- The completion of the Tender Offer is subject to the satisfaction or waiver
by the Offeror of certain customary conditions on or prior to the Offeror's
announcement of the final results of the Tender Offer including, among
others, that approvals by the competition authorities and other regulatory
authorities have been received and the Offeror having gained control of
more than 90 per cent of the Shares and votes in Basware on a fully diluted
basis.
About the Consortium
The Offeror is directly wholly-owned by Topaz, which is a private limited
liability company incorporated under the laws of Finland. Topaz is in turn
directly wholly-owned by Gemstone Holding LP ("Gemstone"), which is a limited
partnership formed under the laws of Delaware, United States and which was
incorporated to be the holding company in the acquisition structure and is
directly wholly-owned by Accel-KKR, Long Path and Briarwood.
Accel-KKR is affiliated with AKKR Fund II Management Company, LP, a registered
investment adviser under the regulatory oversight of the United States
Securities and Exchange Commission ("SEC"). The company was founded in 2000 and
today comprises a team of over 80 investment, operational and consulting
professionals. The company specialises in partnering with mid-sized software
and tech-enabled services companies and working with founders to increase
underlying business value over the long-term. Since its inception, the company
has acquired or invested in over 300 businesses across the globe. AKKR Fund II
Management Company, LP has over USD 13 billion in cumulative capital
commitments raised across its buyout, growth capital, and credit funds with
capital commitments with a diverse group of investors, including hospitals and
foundations, government pensions, university endowments, corporate pensions and
insurance, and fund of funds.
Long Path is a registered investment adviser under the regulatory oversight of
the SEC. Long Path was founded in 2018 and it has approximately USD 700 million
assets under management (AUM). The company invests in a limited number of high
quality, predictable businesses operating primarily in the enterprise software
and business & information service markets. Long Path's patient and flexible
capital base allows for partnering with management teams to execute
long-duration investments in both the public and private markets on a global
basis. The client base of the company includes endowments and foundations,
single- and multi-family offices, Outsourced Chief Investment Officers (OCIO's)
and high net worth individuals. Long Path has been a shareholder of Basware
since 2019 and it currently holds approximately 13.02 per cent of all the
shares and votes (and 12.17 per cent of all the shares and votes on a fully
diluted basis) in Basware.
Briarwood is a registered investment adviser based in New York, United States
and under the regulatory oversight of the SEC. The company employs a
research-driven, value-oriented investment style focused on international
equities. Briarwood is a long-term oriented owner, which seeks to form
partnerships with management teams for an extended duration and to work
collaboratively on areas where Briarwood can bring expertise such as capital
markets. Briarwood's client base mirrors the firm's long-term investment style
and consists of capital from global family offices, endowments, and
foundations. Briarwood has been a shareholder of Basware since 2019 and
currently holds approximately 4.71 per cent of all the shares and votes in
Basware. In addition, Briarwood holds 1,000 warrants entitling it to subscribe
for a total maximum number of 1,003,000 new shares in Basware, which it has
irrevocably undertaken to exercise upon the completion of the Tender Offer
having been confirmed and to then exchange Shares so subscribed for securities
in Topaz, or to exchange the Warrants for securities in Topaz.
About Basware
Basware is a public limited liability company incorporated under the laws of
Finland with its shares admitted to trading on the official list of Nasdaq
Helsinki. Basware is a leading provider of cloud-based, software-as-a-service
(SaaS) business solutions. The Company creates and delivers cloud-based
Networked Procure-to-Pay solutions to help customers simplify operations and
spend smarter by automating their procurement and finance processes. Basware
serves globally operating enterprises and their suppliers across all industries
and has over 6,500 customers in approximately 60 countries worldwide. Basware
is a supplier of Networked Procure-to-Pay solutions and electronic invoicing
services for both suppliers and buyers with an extensive global electronic
invoicing network with users in over 180 countries. The Company's technology
enables the capture of all financial data across procurement, finance, accounts
payable and accounts receivable functions. In addition, Basware's offering
comprises services related to electronic procurement, accounts payable
automation, analytics as well as professional services.
Background and Strategic Rationale
The Consortium believes that under private ownership Basware will be best
placed to fulfil its long-term potential by leveraging its technology and
market leading position. The Consortium recognizes that the sector is becoming
increasingly competitive and, as such, the Consortium intends to invest
significant time, capital and other resources to support the Company's strategy
positioning it for long-term success. Under private ownership, the Company
would be better positioned to invest further and faster in initiatives to
support organic growth as well as to allocate additional capital for
acquisitions to strengthen selected areas of the product. The Consortium
believes that in a private setting, Basware will manage all the abovementioned
initiatives more effectively as well as manage current market challenges
enabling management to devote their full attention to business performance
without the constraints imposed by the public market.
The Consortium is well-positioned to support the transformation of the Company
due to Accel-KKR's considerable experience in the procurement and payments
software sectors and its specialized approach to working with software
businesses. Accel-KKR has a long history of partnering with management in the
pursuit of long-term strategic goals including both organic growth and growth
through acquisitions. The Company will also benefit from the continuity of Long
Path and Briarwood, which, as long-standing and significant investors in
Basware, have an in-depth understanding of the opportunities and challenges the
business faces as well as an existing relationship with the management team
that will help facilitate the Company's transformation. Together this group of
investors is uniquely equipped with the appropriate long-term investment
horizon, expertise, and capital required to realize Basware's potential while
maintaining the Company's identity, culture, and Finnish values.
The Tender Offer is not expected to have any immediate material effects on the
Company's operations, assets, the position of the Company's management or
employees, or its business locations. However, as is customary in connection
with public tender offers, the Offeror intends to change the composition of the
Board of Directors of Basware after the completion of the Tender Offer.
The Tender Offer in Brief
The Offeror and Basware have on 14 April 2022 entered into a Combination
Agreement pursuant to which the Offeror will make the Tender Offer. A brief
summary of the Combination Agreement has been provided below under section "The
Combination Agreement".
The Offeror and Basware have undertaken to comply with the Helsinki Takeover
Code issued by the Finnish Securities Market Association (the "Helsinki
Takeover Code").
As at the date of this announcement, Basware has 14,463,936 issued shares, of
which 14,455,993 are outstanding Shares and 7,943 are held in treasury. As at
the date of this announcement, Long Path directly holds 1,882,818 Shares,
representing approximately 13.02 per cent of all the shares and votes in
Basware and Briarwood directly holds 680,948 Shares, representing approximately
4.71 per cent of all the shares and votes in Basware. In addition, as at the
date of this announcement, Briarwood holds 1,000 warrants entitling it to
subscribe for a total maximum number of 1,003,000 new shares in Basware. As at
the date of this announcement, neither the Offeror nor Accel-KKR hold any
Shares. Briarwood has undertaken to either exercise the Warrants upon the
completion of the Tender Offer having been confirmed and to then exchange
Shares so subscribed for securities in Topaz, or to exchange the Warrants for
securities in Topaz.
The Offeror reserves the right to acquire Shares during the offer period
(including any extension thereof and any subsequent offer period) in public
trading on Nasdaq Helsinki or otherwise.
The Offer Price
The Share Offer Price is EUR 40.10 in cash for each Share validly tendered in
the Tender Offer and the offer price for each Warrant validly tendered in the
Tender Offer is EUR 10,338.3222 in cash ("the Warrant Offer Price"), subject to
any adjustments as set out below.
The Share Offer Price represents a premium of approximately:
-- 94.7 per cent compared to EUR 20.60, i.e. the closing price of the Share on
Nasdaq Helsinki on 13 April 2022, the last trading day immediately
preceding the announcement of the Tender Offer;
-- 72.9 per cent compared to EUR 23.20, i.e. the three-month volume-weighted
average trading price of the Share on Nasdaq Helsinki immediately preceding
the announcement of the Tender Offer; and
-- 26.5 per cent compared to EUR 31.69, i.e. the twelve-month volume-weighted
average trading price of the Share on Nasdaq Helsinki immediately preceding
the announcement of the Tender Offer.
The Share Offer Price has been determined based on 14,455,993 Shares and 1,000
Warrants. In the event that the number of Shares increases (with the exception
of the aforementioned exercise of Warrants by Briarwood) or Basware issues
special rights entitling to Shares in accordance with Chapter 10 of the Finnish
Companies Act prior to the completion date of the Tender Offer, the Offeror
will have the right to adjust the Share Offer Price accordingly on a
euro-for-euro basis.
If a decision is made at a general meeting of shareholders of Basware or by the
Board of Directors of Basware prior to the completion date of the Tender Offer
to distribute dividends or other assets in accordance with Chapter 13, Section
1 of the Finnish Companies Act to which a holder of Shares who has accepted the
Tender Offer is entitled, an amount equal to the dividend or distribution per
Share will be deducted from the Share Offer Price on a euro-for-euro basis.
The Offer Period
The offer period under the Tender Offer is expected to commence on or about 26
April 2022, and to expire on or about 7 June 2022. The Offeror reserves the
right to extend the offer period from time to time in accordance with, and
subject to, the terms and conditions of the Tender Offer and applicable laws
and regulations, in order to satisfy the conditions to completion of the Tender
Offer, including, among others, the receipt of approvals from relevant
competition authorities or other regulatory authorities as set out in the
Combination Agreement (the "Authority Approvals"). The Tender Offer is
currently expected to be completed during July 2022.
The detailed terms and conditions of the Tender Offer as well as instructions
on how to accept the Tender Offer will be included in the Tender Offer
Document, which the Offeror expects to publish on or about 25 April 2022 upon
the FIN-FSA having approved the Tender Offer Document.
Recommendation by the Board of Directors of Basware
The Board of Directors of Basware has unanimously decided to recommend that the
shareholders and warrant holders of Basware accept the Tender Offer. The Board
of Directors will issue its statement on the Tender Offer in accordance with
the Finnish Securities Markets Act (746/2012, as amended, the "Finnish
Securities Markets Act") before the commencement of the offer period. To
support its assessment of the Tender Offer, the Board of Directors of Basware
has received an opinion from Basware's financial adviser Goldman Sachs
International ("Goldman Sachs") that, as of the date of the written fairness
opinion and based upon and subject to the factors and assumptions set forth
therein, the EUR 40.10 in cash per Share to be paid to the holders (other than
the Consortium and their affiliates) of Shares pursuant to the Combination
Agreement is fair from a financial point of view to the holders (other than the
Consortium and their affiliates) of Shares.
The full text of the written opinion of Goldman Sachs, dated 14 April 2022,
which sets forth assumptions made, procedures followed, matters considered and
limitations on the review undertaken in connection with the opinion, will be
attached to the statement that will be issued by the Board of Directors of
Basware. Goldman Sachs provided its opinion for the information and assistance
of the Basware Board in connection with its consideration of the Tender Offer.
The Goldman Sachs opinion is not a recommendation as to whether any holder of
Shares should tender such Shares in connection with the Tender Offer or any
other matter.
The statement of the Board of Directors in accordance with the Finnish
Securities Markets Act regarding the Tender Offer will be published prior to
the commencement of the offer period and appended to the Tender Offer Document.
Support by Certain Major Shareholders of Basware
Certain major shareholders and founders of Basware, i.e. Ilkka Sihvo, Hannu
Vaajoensuu, Kirsi Eräkangas, Sakari Perttunen, and Antti Pöllänen and their
certain family members, together representing, on a fully diluted basis,
approximately 18.45 per cent of all the shares and votes in Basware, have
irrevocably undertaken to accept the Tender Offer subject to certain customary
conditions. In addition, Lannebo Fonder AB, Fjärde AP-fonden and Ilmarinen
Mutual Pension Insurance Company, together representing, on a fully diluted
basis, approximately 14.76 per cent of all the shares and votes in Basware,
have irrevocably undertaken to accept the Tender Offer subject to certain
customary conditions.
Long Path and Briarwood have irrevocably undertaken to exchange Shares held by
them for securities in Topaz upon the completion of the Tender Offer having
been confirmed. In addition, Briarwood has irrevocably undertaken to either
exercise the Warrants upon the completion of the Tender Offer having been
confirmed and to then exchange Shares so subscribed for securities in Topaz in
connection with the Tender Offer, or to exchange the Warrants for securities in
Topaz. Briarwood and Long Path together represent, on a fully diluted basis,
approximately 23.06 per cent of all the shares and votes in Basware. The
members of the Consortium have a right to terminate their participation in the
Consortium in certain circumstances as specified in the agreements entered into
among the members of the Consortium, in which case Long Path and Briarwood
would have a right to withdraw their undertakings.
The irrevocable undertakings described above represent, on a fully diluted
basis, approximately 56.27 per cent of all the shares and votes in Basware.
Conditions to Completion of the Tender Offer
A condition to the completion of the Tender Offer is that the requirements set
forth below for the completion of the Tender Offer (the "Conditions to
Completion") are fulfilled on or by the date of the Offeror's announcement of
the final result of the Tender Offer in accordance with Chapter 11, Section 18
of the Finnish Securities Markets Act, or, to the extent permitted by
applicable law, their fulfilment is waived by the Offeror.
1. the Tender Offer has been validly accepted with respect to outstanding
Shares representing, together with any Shares otherwise held by the Offeror
or the Consortium Members and any Shares that may be received upon exercise
of the Warrants by the Offeror or the Consortium Members, on a fully
diluted basis, prior to the date of announcement of the final result of the
Tender Offer more than ninety (90) per cent of the outstanding Shares and
voting rights in the Company calculated in accordance with Chapter 18,
Section 1 of the Finnish Companies Act governing the right and obligation
to commence compulsory redemption proceedings;
2. the receipt of all regulatory approvals, permits, consents, clearances or
other actions required under any applicable competition laws or other
regulatory laws in any jurisdiction for the completion of the Tender Offer
by the Offeror (including the Authority Approvals and a potential approval
in accordance with the Act on Monitoring of Foreign Corporate Acquisitions
in Finland (172/2012, as amended) and any conditions set out in such
approvals, permits, consents, clearances or other actions do not constitute
a material adverse change or do not require Consortium Members to agree to
any measures with respect to any portfolio companies of any Consortium
Members or any of their respective affiliates;
3. no legislation or other regulation having been issued or decision by a
competent court or regulatory authority having been given that would wholly
or in any material part prevent or postpone the completion of the Tender
Offer;
4. no fact or circumstance having arisen after the signing date of the
Combination Agreement that constitutes a material adverse change;
5. the Combination Agreement having not been terminated in accordance with its
terms and remaining in full force and effect;
6. the Board of Directors of the Company having issued its unanimous
recommendation that the securityholders of the Company accept the Tender
Offer and the recommendation remaining in full force and effect and not
having been modified, cancelled or changed (excluding any technical
modification or change of the recommendation required under applicable laws
or the Helsinki Takeover Code as a result of a competing offer so long as
the recommendation to accept the Tender Offer is upheld); and
7. the irrevocable undertakings by Kirsi Eräkangas, Lotta Eräkangas, Meimi
Perttunen, Sakari Perttunen, Antti Pöllänen, Ilkka Sihvo, Hannu Vaajoensuu
and Vaens Oy, Matias Vaajoensuu, Petra Vaajoensuu, Sara Vaajoensuu Salmi,
Fjärde AP-fonden, Ilmarinen Mutual Pension Insurance Company and Lannebo
Fonder AB to accept the Tender Offer remaining in full force and effect in
accordance with their terms and not having been modified, cancelled or
changed.
The Conditions to Completion set out herein are exhaustive. The Offeror may
only invoke any of the Conditions to Completion so as to cause the Tender Offer
not to proceed, to lapse or to be withdrawn, if the circumstances which give
rise to the right to invoke the relevant Condition to Completion have a
significant meaning to the Offeror in view of the Tender Offer, as referred to
in the regulations and guidelines (9/2013) of the FIN-FSA on Takeover Bids and
Mandatory Bids, as may be amended or re-enacted from time to time (the "FIN-FSA
Regulations and Guidelines") and the Helsinki Takeover Code. The Offeror
reserves the right to waive, to the extent permitted by applicable law and
regulation, any of the Conditions to Completion that have not been fulfilled.
If all Conditions to Completion have been fulfilled or waived by the Offeror no
later than at the time of announcement of the final results of the Tender
Offer, the Offeror will exercise its rights to draw the funding on its debt and
equity commitment letters in accordance with the terms and conditions to
thereof and consummate the Tender Offer in accordance with its terms and
conditions after the expiration of the Offer Period by purchasing Shares and
Warrants validly tendered in the Tender Offer and paying the Share Offer Price
to the shareholders that have validly accepted the Tender Offer.
Authority Approvals
The Offeror will, as soon as reasonably practicable, make all material and
customary submissions, notifications and filings (or draft notifications as
appropriate) required to obtain the Authority Approvals.
Based on currently available information, the Offeror expects to obtain the
Authority Approvals and to complete the Tender Offer during July 2022. The
Offeror will use its reasonable best efforts to obtain the Authority Approvals
subject to the Conditions to Completion. However, the length of the Authority
Approvals process is not within the control of the Offeror, and there can be no
assurances that clearance will be obtained within the estimated timeframe, or
at all.
Financing
The Offeror has received equity and debt commitments, as evidenced in (i)
equity commitment letters, (ii) a debt commitment letter and fundable interim
facilities agreement executed by Golub Capital LLC and certain affiliated,
similarly managed and/or related funds, in each case addressed to the Offeror,
and (iii) other undertakings to finance the Tender Offer at completion and
compulsory redemption proceedings, if any. The Offeror's obligation to complete
the Tender Offer is not conditional upon the availability of financing
(assuming that all the Conditions to Completion are otherwise satisfied or
waived by the Offeror) and upon such satisfaction the Offeror will be required
to draw down funds subject to the conditions of the equity commitment letters,
the debt commitment letter and the interim facilities agreement. Additional
information regarding the terms and conditions of the equity commitment
letters, the debt commitment letter and the interim facilities agreement, which
are required to be met for the funds to be readily available, will be included
in the Tender Offer Document and should be reviewed upon publication of the
Tender Offer Document.
Future Plans Concerning the Shares
The Offeror's intention is to acquire all the Shares and Warrants in the
Company (on a fully diluted basis). If as a result of the completion of the
Tender Offer, the Offeror's ownership has exceeded 90 per cent of all the
Shares and votes in the Company, when calculated together with any Shares
otherwise held by the Offeror prior to the date of the announcement of the
final result of the Tender Offer, the Offeror will commence as soon as
reasonably practicable compulsory redemption proceedings in accordance with the
Finnish Companies Act for all the Shares not purchased pursuant to the Tender
Offer. Thereafter, the Offeror will apply for the Shares in the Company to be
delisted from Nasdaq Helsinki as soon as permitted and reasonably practicable
under the applicable laws and regulations and the rules of Nasdaq Helsinki.
The Combination Agreement
The Combination Agreement between Basware and the Offeror sets forth the
principal terms under which the Offeror will make the Tender Offer.
Under the Combination Agreement, the Board of Directors of Basware may, at any
time prior to the completion of the Tender Offer, withdraw, modify, amend,
include conditions to or decide not to issue its recommendation for the
shareholders of Basware to accept the Tender Offer or take actions
contradictory to its earlier recommendation, only if the Board of Directors of
Basware, after having taken certain measures, on the basis of its fiduciary
duties under Finnish laws and regulations (including the Helsinki Takeover
Code), considers that, due to materially changed circumstances not connected
with a breach of the Company's obligations under the Combination Agreement, the
acceptance of the Tender Offer would no longer be in the best interest of the
holders of securities, provided, that, if such an action by the Board of
Directors of the Company is connected to a superior offer or a competing offer,
which the Board of Directors of the Company has determined in good faith to
constitute a superior offer if made public, (i) the Board of Directors of the
Company has given the Offeror a reasonable opportunity to agree with the Board
of Directors of the Company on improving its Tender Offer as contemplated by
the Combination Agreement, (ii) the Company has informed the Offeror that the
Board of Directors of the Company has determined that such competing offer
constitutes a superior offer or would, if announced, constitute a superior
offer, as applicable, and (iii) such competing offer has been publicly
announced such that it becomes a superior offer.
The Company shall, and shall cause its subsidiaries and their respective
officers, directors, employees and representatives to, (a) not actively
initiate, solicit or promote, directly or indirectly, any inquiries or any
proposal or offer (including any proposal or offer to holders of securities)
that constitutes, or would reasonably be expected to lead to, any competing
offer or that would otherwise materially harm or hinder the completion of the
Tender Offer and (b) not, upon receipt of an unsolicited competing offer,
directly or indirectly, promote the progress of such competing offer, except,
after the Board of Directors having taken certain measures, in each case, if
(and only to the extent that) the Board of Directors of the Company has
determined in good faith that such a competing offer constitutes a superior
offer, or would, if announced, constitute a superior offer, as applicable and
(c) to notify the Offeror within one business day of the Company's receipt of a
competing offer, as applicable, with reasonably detailed information about the
competing offer.
The Combination Agreement further includes certain customary representations,
warranties, covenants and undertakings by both parties, such as conduct of
business by Basware in the ordinary course of business before the completion of
the Tender Offer and cooperation by the parties in completing the Tender Offer
as contemplated by the Combination Agreement.
The Combination Agreement may be terminated and the Tender Offer may be
abandoned by Basware or the Offeror under certain circumstances, including,
among others, if the Conditions to Completion have not been satisfied or waived
by the Offeror in accordance with the terms and conditions and it is evident
that the Conditions to Completion are no longer reasonably capable of
satisfaction or upon a material breach of any warranty given by the Company or
the Offeror. If the Combination Agreement is terminated due to certain reasons
specified in the Combination Agreement, the Company has agreed to pay to the
Offeror, and the Offeror has agreed to pay to the Company, on demand, as cost
coverage a termination fee for the other party's out of pocket costs and
expenses up to certain agreed-upon amounts.
Advisers
The Offeror has appointed Lazard & Co, Limited as financial adviser, Danske
Bank A/S, Finland Branch as financial adviser and arranger, Hannes Snellman
Attorneys Ltd and Kirkland & Ellis International LLP as legal advisers and
Hill+Knowlton Strategies as communications adviser in connection with the
Tender Offer. Basware has appointed Goldman Sachs International as financial
adviser and Roschier, Attorneys Ltd. as legal adviser in connection with the
Tender Offer.
Media and investor enquiries:
Basware Corporation:
Katariina Kataja
Investor Relations Manager
Basware Corporation
Tel. +358 (0) 40 527 1427
katariina.kataja@basware.com
The Consortium:
Michael Jääskeläinen
Tel. +358 (0)50 571 0514
consortium@hkstrategies.fi
IMPORTANT INFORMATION
THIS RELEASE MAY NOT BE RELEASED OR OTHERWISE DISTRIBUTED, IN WHOLE OR IN PART,
DIRECTLY OR INDIRECTLY, IN OR INTO, AUSTRALIA, CANADA, HONG KONG, JAPAN, NEW
ZEALAND OR SOUTH AFRICA OR IN ANY OTHER JURISDICTION IN WHICH THE TENDER OFFER
WOULD BE PROHIBITED BY APPLICABLE LAW.
THIS RELEASE IS NOT A TENDER OFFER DOCUMENT AND AS SUCH DOES NOT CONSTITUTE AN
OFFER OR INVITATION TO MAKE A SALES OFFER. IN PARTICULAR, THIS RELEASE IS NOT
AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY SECURITIES
DESCRIBED HEREIN, AND IS NOT AN EXTENSION OF THE TENDER OFFER, IN, AUSTRALIA,
CANADA, HONG KONG, JAPAN, NEW ZEALAND OR SOUTH AFRICA. INVESTORS SHALL ACCEPT
THE TENDER OFFER FOR THE SHARES ONLY ON THE BASIS OF THE INFORMATION PROVIDED
IN A TENDER OFFER DOCUMENT. THE TENDER OFFER IS NOT BEING MADE, AND THE SHARES
WILL NOT BE ACCEPTED FOR PURCHASE FROM OR ON BEHALF OF PERSONS, DIRECTLY OR
INDIRECTLY IN ANY JURISDICTION WHERE EITHER AN OFFER OR ACCEPTANCE THEREOF IS
PROHIBITED BY APPLICABLE LAW OR WHERE ANY TENDER OFFER DOCUMENT OR REGISTRATION
OR OTHER REQUIREMENTS WOULD APPLY IN ADDITION TO THOSE UNDERTAKEN IN FINLAND.
THE TENDER OFFER IS NOT BEING MADE DIRECTLY OR INDIRECTLY IN ANY JURISDICTION
WHERE PROHIBITED BY APPLICABLE LAW AND, WHEN PUBLISHED, THE TENDER OFFER
DOCUMENT AND RELATED ACCEPTANCE FORMS WILL NOT AND MAY NOT BE DISTRIBUTED,
FORWARDED OR TRANSMITTED INTO OR FROM ANY JURISDICTION WHERE PROHIBITED BY
APPLICABLE LAWS OR REGULATIONS. IN PARTICULAR, THE TENDER OFFER IS NOT BEING
MADE, DIRECTLY OR INDIRECTLY, IN OR INTO, BY USE OF THE POSTAL SERVICE OF, OR
BY ANY MEANS OR INSTRUMENTALITY (INCLUDING, WITHOUT LIMITATION, E-MAIL,
FACSIMILE TRANSMISSION, TELEX, TELEPHONE OR ELECTRONIC TRANSMISSION BY WAY OF
THE INTERNET OR OTHERWISE) OF INTERSTATE OR FOREIGN COMMERCE OF, OR THROUGH ANY
FACILITIES OF A NATIONAL SECURITIES EXCHANGE OF, AUSTRALIA, CANADA, HONG KONG,
JAPAN, NEW ZEALAND OR SOUTH AFRICA. THE TENDER OFFER CANNOT BE ACCEPTED,
DIRECTLY OR INDIRECTLY, BY ANY SUCH USE, MEANS OR INSTRUMENTALITY OR FROM
WITHIN, AUSTRALIA, CANADA, HONG KONG, JAPAN, NEW ZEALAND OR SOUTH AFRICA AND
ANY PURPORTED ACCEPTANCE OF THE TENDER OFFER RESULTING DIRECTLY OR INDIRECTLY
FROM A VIOLATION OF THESE RESTRICTIONS WILL BE INVALID.
THIS STOCK EXCHANGE RELEASE HAS BEEN PREPARED IN COMPLIANCE WITH FINNISH LAW,
THE RULES OF NASDAQ HELSINKI AND THE HELSINKI TAKEOVER CODE AND THE INFORMATION
DISCLOSED MAY NOT BE THE SAME AS THAT WHICH WOULD HAVE BEEN DISCLOSED IF THIS
ANNOUNCEMENT HAD BEEN PREPARED IN ACCORDANCE WITH THE LAWS OF JURISDICTIONS
OUTSIDE OF FINLAND.
Information for shareholders of Basware in the United States
Shareholders of Basware in the United States are advised that the Shares are
not listed on a U.S. securities exchange and that Basware is not subject to the
periodic reporting requirements of the U.S. Securities Exchange Act of 1934, as
amended (the "Exchange Act"), and is not required to, and does not, file any
reports with the U.S. Securities and Exchange Commission (the "SEC")
thereunder.
The Tender Offer will be made for the issued and outstanding shares of Basware,
which is domiciled in Finland, and is subject to Finnish disclosure and
procedural requirements. The Tender Offer is made in the United States pursuant
to Section 14(e) and Regulation 14E under the Exchange Act, subject to
exemptions provided by Rule 14d-1(d) under the Exchange Act for a "Tier II"
tender offer, and otherwise in accordance with the disclosure and procedural
requirements of Finnish law, including with respect to the Tender Offer
timetable, settlement procedures, withdrawal, waiver of conditions and timing
of payments, which are different from those of the United States. In
particular, the financial information included in this announcement has been
prepared in accordance with applicable accounting standards in Finland, which
may not be comparable to the financial statements or financial information of
U.S. companies. The Tender Offer is made to the Company's shareholders resident
in the United States on the same terms and conditions as those made to all
other shareholders of the Company to whom an offer is made.
To the extent permissible under applicable law or regulations, the Offeror and
its affiliates or its brokers and its brokers' affiliates (acting as agents for
the Offeror or its affiliates, as applicable) may from time to time after the
date of this stock exchange release and during the pendency of the Tender
Offer, and other than pursuant to the Tender Offer, directly or indirectly,
purchase or arrange to purchase the Shares or any securities that are
convertible into, exchangeable for or exercisable for the Shares. These
purchases may occur either in the open market at prevailing prices or in
private transactions at negotiated prices. To the extent information about such
purchases or arrangements to purchase is made public in Finland, such
information will be disclosed by means of a press release or other means
reasonably calculated to inform U.S. shareholders of such information. No
purchases will be made outside the Tender Offer in the United States by or on
behalf of the Offeror. In addition, the financial advisers to the Offeror may
also engage in ordinary course trading activities in securities of the Company,
which may include purchases or arrangements to purchase such securities. To the
extent required in Finland, any information about such purchases will be made
public in Finland in the manner required by Finnish law.
Neither the SEC nor any U.S. state securities commission has approved or
disapproved the Tender Offer, passed upon the merits or fairness of the Tender
Offer, or passed any comment upon the adequacy, accuracy or completeness of the
disclosure in this stock exchange release. Any representation to the contrary
is a criminal offence in the United States.
The receipt of cash pursuant to the Tender Offer by a U.S. holder of Shares 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
holder of Shares is urged to consult its independent professional adviser
immediately regarding the tax consequences of accepting the Tender Offer.
It may be difficult for the Company's shareholders to enforce their rights and
any claims they may have arising under the U.S. federal securities laws, since
the Company is located in a non-U.S. jurisdiction, and some or all of its
officers and directors may be residents of non-U.S. jurisdictions. The
Company's shareholders may not be able to sue the Company or its officers or
directors in a non-U.S. court for violations of the U.S. federal securities
laws. It may be difficult to compel the Company and its affiliates to subject
themselves to a U.S. court's judgment.
Forward-looking statements
This stock exchange release contains statements that, to the extent they are
not historical facts, constitute "forward-looking statements". Forward-looking
statements include statements concerning plans, expectations, projections,
objectives, targets, goals, strategies, future events, future revenues or
performance, capital expenditures, financing needs, plans or intentions
relating to acquisitions, competitive strengths and weaknesses, plans or goals
relating to financial position, future operations and development, business
strategy and the trends in the industries and the political and legal
environment and other information that is not historical information. In some
instances, they can be identified by the use of forward-looking terminology,
including the terms believes", "intends", "may", "will" or "should" or, in each
case, their negative or variations on comparable terminology. By their very
nature, forward-looking statements involve inherent risks, uncertainties and
assumptions, both general and specific, and risks exist that the predictions,
forecasts, projections and other forward-looking statements will not be
achieved. Given these risks, uncertainties and assumptions, investors are
cautioned not to place undue reliance on such forward-looking statements. Any
forward-looking statements contained herein speak only as at the date of this
stock exchange release.
Disclaimers
Lazard & Co., Limited ("Lazard"), which is authorized and regulated in the
United Kingdom by the Financial Conduct Authority, is acting exclusively as
financial advisor to the Offeror and no one else in relation to the Tender
Offer or the matters referred to in this announcement and will not be
responsible to anyone other than the Offeror for providing the protections
afforded to clients of Lazard nor for providing advice in relation to the
Tender Offer or any other matters referred to in this announcement. Neither
Lazard nor any of its affiliates owes or accepts any duty, liability or
responsibility whatsoever (whether direct or indirect, whether in contract, in
tort, under statute or otherwise) to any person who is not a client of Lazard
in connection with this announcement, any statement contained herein or
otherwise.
Danske Bank A/S, Finland Branch is acting exclusively for the Offeror and no
one else in relation to the Tender Offer or the matters referred to in this
document, will not regard any other person than the Offeror as its client in
relation to the Tender Offer and will not be responsible to anyone other than
the Offeror for providing the protections afforded to its clients nor for
providing advice in relation to the Tender Offer or any other transaction or
arrangement referred to in this document.
Goldman Sachs International, which is authorized by the Prudential Regulation
Authority and regulated by the Financial Conduct Authority and the Prudential
Regulation Authority in the United Kingdom, is acting exclusively for Basware
and no one else in connection with the Tender Offer and the matters set out in
this announcement. Neither Goldman Sachs International nor its affiliates, nor
their respective partners, directors, officers, employees or agents are
responsible to anyone other than Basware for providing the protections afforded
to clients of Goldman Sachs International, or for giving advice in connection
with the Tender Offer or any matter or arrangement referred to in this
announcement.© 2022 GlobeNewswire
