The Offer is not made, and this press release may not be distributed, neither directly or indirectly to, and no acceptance will be approved from or on behalf of, persons in Australia, Hong Kong, Japan, Canada, New Zealand, South Africa, the United States or any other jurisdiction where the Offer, the distribution of this press release or information pertaining to the Offer or the acceptance of the Offer would be in conflict with any law or regulation or require any additional offer document and/or prospectus or registration to be effected or any other measures to be taken in addition to those required under Swedish law (including Nasdaq Stockholm's Takeover Rules). This press release does not constitute any offer or solicitation to subscribe, acquire or sell shares or other financial instruments. An offer to subscribe for shares in Vertiseit will only be made through the prospectus provided by Vertiseit. This press release does not constitute a prospectus pursuant to the regulation of the European Parliament and of the Council 2017/1129 of 14 June 2017 (together with any related supplements, implementation and delegated regulations the "Prospectus Regulation"). No person should acquire any financial instruments referred to in this press release based on any other information than the information set out in the offer document and the abovementioned prospectus. Approval and registration of the prospectus by the Swedish Financial Supervisory Authority shall not be deemed as an approval of the financial instruments included in the prospectus.
Vertiseit AB (publ) ("Vertiseit" or the "Bidder") announces final outcome in the Offer and that Vertiseit holds approximately 95,3 per cent of the total number of shares and votes in MultiQ and that Vertiseit does not extend the Offer, whereby the Offer is closed.
- Vertiseit announced on 10 January 2022 a public offer to the shareholders of MultiQ to acquire all shares in MultiQ (the "Offer"). On 3 March 2022, Vertiseit supplemented the offered alternatives of consideration of the Offer.
- A prospectus and an offer document regarding the Offer (the "Offer Document") was approved and registered by the Swedish Financial Supervisory Authority on 5 April 2022.
- The acceptance period expired on 27 April 2022.
- The Bidder declared the Offer unconditional and stated that the Bidder will complete the Offer on 27 April 2022.
The Offer has been accepted to such extent that the Bidder after the completion of the Offer holds in aggregate approximately 95.3 per cent of the total number och shares and votes in MultiQ.
The Bidder does not extend the Offer. The Offer is now closed.
Outcome of the Offer
The acceptance period expired on 27 April 2022 and the Offer has been accepted by shareholders representing 80,448,948 shares in MultiQ, corresponding to approximately 65.3 per cent of the total number of shares and votes in MultiQ. The Bidder has also acquired in aggregate 36,969,288 shares in MultiQ on Nasdaq Stockholm outside of the Offer at prices not exceeding SEK 1.60 per share (in accordance with what has been announced by the Bidder at each time), corresponding to approximately 29.99 per cent of the total number of shares and votes in MultiQ.
Following the closing of the Offer, the Bidder thus controls in aggregate 117,418,236 shares in MultiQ, corresponding to approximately 95.3 per cent of the total number of shares and votes in MultiQ. Settlement in respect of shares tendered by shareholders accepting the Offer as per 27 April 2022 will commence immediately and is expected to be completed by the latest during week 19 2022.
Except from what is stated above, neither the Bidder nor any closely related party to the Bidder owns any shares or other financial instruments that provide a financial exposure equivalent to a shareholding in MultiQ.
Vertiseit declared on 27 April 2022 the Offer unconditional and stated that Vertiseit will complete the Offer.
Buy-out and delisting of MultiQ
Due to Vertiseit holding more than nine tenths of the total number of shares in MultiQ, Vertiseit has the intention to commence a buy-out procedure in respect of the remaining shares in MultiQ in accordance with the Swedish Companies Act (Sw. aktiebolagslagen (2005:551)).
Vertiseit also intends to promote a delisting of the shares in MultiQ from Nasdaq Stockholm.
Advisors
Vertiseit has engaged Redeye AB as financial adviser, Wistrand Advokatbyrå as legal adviser, Aktieinvest FK AB as issuer agent as well as Vero Kommunikation as communications adviser in connection with the Offer.
Further information
Information about the Offer is available at Vertiseit's website (corporate.vertiseit.se).
For further information, please contact:
Johan Lind, CEO, media contact, Vertiseit AB (publ)
Phone number: +46 703 57 91 54
Email address: johan.lind@vertiseit.se
Jonas Lagerqvist, Deputy CEO/CFO, IR contact, Vertiseit AB (publ)
Phone number: +46 732 03 62 98
Email address: jonas.lagerqvist@vertiseit.se
Certified Adviser
Redeye AB
certifiedadviser@redeye.se
+46 8 121 57 690
For administrative questions regarding the Offer, please contact your bank or nominee where you have your shares registered.
Important information
This press release has been published in English and Swedish. In the event of any discrepancy between the two language versions, the Swedish version shall prevail.
This press release does not constitute any offer or solicitation to subscribe, acquire or sell shares or other financial instruments and nor does it constitute any recommendation to offer to subscribe, acquire or sell shares or other financial instruments.
The Offer is neither directly nor indirectly, made to, and no acceptance will be approved from or on behalf of persons in Australia, Hong Kong, Japan, Canada, New Zealand, South Africa, the United States or any other jurisdiction where the Offer, the distribution of information pertaining to the Offer or the acceptance of the Offer would be in conflict with any law or regulation or require any additional offer document and/or prospectus or registration to be effected or any other measures to be taken in addition to those required under Swedish law (including Nasdaq Stockholm's Takeover Rules) ("Excluded Jurisdiction")
The distribution of this press release and any related Offer documentation in an Excluded Jurisdiction may be restricted, require that additional documentation is prepared or other measures taken or in conflict with the laws or regulations of such jurisdiction. Accordingly, the information in this press release may not be forwarded, distributed, reproduced or made available in or into any Excluded Jurisdiction in which the Offer would require that any additional offer document and/or prospectus is prepared or registration effected or that any other measures are taken in addition to those required under Swedish law (including Nasdaq Stockholm's Takeover Rules) or where it would be in conflict with any law or regulation in such jurisdiction and the information does not constitute an offer or solicitation to acquire, sell, subscribe or exchange securities, to persons in such jurisdictions. Consequently, neither the Offer nor any documentation or information pertaining to the Offer will or may be sent, mailed or otherwise distributed in or into any Excluded Jurisdiction.
Banks, brokers, dealers and other nominees holding shares for persons who are located in or who have registered addresses in any Excluded Jurisdiction must not forward the Offer or any other document or information 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 an Excluded Jurisdiction. To the fullest extent permitted by applicable law, Vertiseit 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 may be disregarded. No consideration under the Offer will be delivered in or into any Excluded Jurisdiction.
The information in this press release which relates to future conditions or circumstances, including information regarding future result, growth and other forecasts and effects of the Offer, are forward-looking statements. Such statements may, inter alia, be identified by the use of words such as "deemed", "anticipate", "intend" "expect", "believe" or similar expressions. Forward-looking statements are subject to risks and uncertainties because they relate to conditions and are subject to circumstances that occur in the future. Future circumstances may materially deviate from what has been expressed or implied in the forward-looking statements due to several factors which to a large extent is outside of Vertiseit's control. Any forward-looking statements speak only as of the date on which they are made and Vertiseit has no obligation (and undertakes no obligation) to update or revise any such statements due to new information, future events or similar, except for then it is requires due to applicable laws and regulations.
Contacts
Johan Lind, Group CEO / Media Contact
johan.lind@vertiseit.com
+46 703 579 154
Jonas Lagerqvist, Group Deputy CEO / CFO / Investor Relations
jonas.lagerqvist@vertiseit.com
+46 732 036 298
Certified Adviser
Redeye AB
certifiedadviser@redeye.se
+46 8 121 57 690
About Vertiseit
Vertiseit is a leading platform company within Retail Digital Signage in Europe. Through its' subsidiairies Grassfish and Dise the group offers software for Digital In-store and related consulting services. The company's customers consist of global brands and retailers, using its' products and services to enable a seamless customer journey by bridging the digital and physical customer meeting. The company has +130 employees in Sweden, Austria, Germany and UK. During the period 2012-2021, Vertiseit performed an average profitable growth of 33 percent (CAGR). For the full year of 2021, the group's net revenue amounted to SEK 131 million, with an EBITDA margin of 13 percent. Since 2019, Vertiseit's B-share is listed on Nasdaq First North Growth Market.
VERTISEIT AB (publ)
Phone: +46 340 848 11
E-mail: info@vertiseit.com
Kyrkogatan 7, 432 41 Varberg, Sweden
Org.no: 556753-5272
www.vertiseit.com
corporate.vertiseit.se
This information is information that Vertiseit is obliged to make public pursuant to the EU Market Abuse Regulation. The information was submitted for publication, through the agency of the contact persons set out above, at 2022-04-29 14:38 CEST.
Attachment:
https://attachment.news.eu.nasdaq.com/a95f4d95e02250bfb43734c3f60afb4e6Vertiseit announces final outcome for the public offer to the shareholders of MultiQ.pdf
Vertiseit AB (publ) ("Vertiseit" or the "Bidder") announces final outcome in the Offer and that Vertiseit holds approximately 95,3 per cent of the total number of shares and votes in MultiQ and that Vertiseit does not extend the Offer, whereby the Offer is closed.
- Vertiseit announced on 10 January 2022 a public offer to the shareholders of MultiQ to acquire all shares in MultiQ (the "Offer"). On 3 March 2022, Vertiseit supplemented the offered alternatives of consideration of the Offer.
- A prospectus and an offer document regarding the Offer (the "Offer Document") was approved and registered by the Swedish Financial Supervisory Authority on 5 April 2022.
- The acceptance period expired on 27 April 2022.
- The Bidder declared the Offer unconditional and stated that the Bidder will complete the Offer on 27 April 2022.
The Offer has been accepted to such extent that the Bidder after the completion of the Offer holds in aggregate approximately 95.3 per cent of the total number och shares and votes in MultiQ.
The Bidder does not extend the Offer. The Offer is now closed.
Outcome of the Offer
The acceptance period expired on 27 April 2022 and the Offer has been accepted by shareholders representing 80,448,948 shares in MultiQ, corresponding to approximately 65.3 per cent of the total number of shares and votes in MultiQ. The Bidder has also acquired in aggregate 36,969,288 shares in MultiQ on Nasdaq Stockholm outside of the Offer at prices not exceeding SEK 1.60 per share (in accordance with what has been announced by the Bidder at each time), corresponding to approximately 29.99 per cent of the total number of shares and votes in MultiQ.
Following the closing of the Offer, the Bidder thus controls in aggregate 117,418,236 shares in MultiQ, corresponding to approximately 95.3 per cent of the total number of shares and votes in MultiQ. Settlement in respect of shares tendered by shareholders accepting the Offer as per 27 April 2022 will commence immediately and is expected to be completed by the latest during week 19 2022.
Except from what is stated above, neither the Bidder nor any closely related party to the Bidder owns any shares or other financial instruments that provide a financial exposure equivalent to a shareholding in MultiQ.
Vertiseit declared on 27 April 2022 the Offer unconditional and stated that Vertiseit will complete the Offer.
Buy-out and delisting of MultiQ
Due to Vertiseit holding more than nine tenths of the total number of shares in MultiQ, Vertiseit has the intention to commence a buy-out procedure in respect of the remaining shares in MultiQ in accordance with the Swedish Companies Act (Sw. aktiebolagslagen (2005:551)).
Vertiseit also intends to promote a delisting of the shares in MultiQ from Nasdaq Stockholm.
Advisors
Vertiseit has engaged Redeye AB as financial adviser, Wistrand Advokatbyrå as legal adviser, Aktieinvest FK AB as issuer agent as well as Vero Kommunikation as communications adviser in connection with the Offer.
Further information
Information about the Offer is available at Vertiseit's website (corporate.vertiseit.se).
For further information, please contact:
Johan Lind, CEO, media contact, Vertiseit AB (publ)
Phone number: +46 703 57 91 54
Email address: johan.lind@vertiseit.se
Jonas Lagerqvist, Deputy CEO/CFO, IR contact, Vertiseit AB (publ)
Phone number: +46 732 03 62 98
Email address: jonas.lagerqvist@vertiseit.se
Certified Adviser
Redeye AB
certifiedadviser@redeye.se
+46 8 121 57 690
For administrative questions regarding the Offer, please contact your bank or nominee where you have your shares registered.
Important information
This press release has been published in English and Swedish. In the event of any discrepancy between the two language versions, the Swedish version shall prevail.
This press release does not constitute any offer or solicitation to subscribe, acquire or sell shares or other financial instruments and nor does it constitute any recommendation to offer to subscribe, acquire or sell shares or other financial instruments.
The Offer is neither directly nor indirectly, made to, and no acceptance will be approved from or on behalf of persons in Australia, Hong Kong, Japan, Canada, New Zealand, South Africa, the United States or any other jurisdiction where the Offer, the distribution of information pertaining to the Offer or the acceptance of the Offer would be in conflict with any law or regulation or require any additional offer document and/or prospectus or registration to be effected or any other measures to be taken in addition to those required under Swedish law (including Nasdaq Stockholm's Takeover Rules) ("Excluded Jurisdiction")
The distribution of this press release and any related Offer documentation in an Excluded Jurisdiction may be restricted, require that additional documentation is prepared or other measures taken or in conflict with the laws or regulations of such jurisdiction. Accordingly, the information in this press release may not be forwarded, distributed, reproduced or made available in or into any Excluded Jurisdiction in which the Offer would require that any additional offer document and/or prospectus is prepared or registration effected or that any other measures are taken in addition to those required under Swedish law (including Nasdaq Stockholm's Takeover Rules) or where it would be in conflict with any law or regulation in such jurisdiction and the information does not constitute an offer or solicitation to acquire, sell, subscribe or exchange securities, to persons in such jurisdictions. Consequently, neither the Offer nor any documentation or information pertaining to the Offer will or may be sent, mailed or otherwise distributed in or into any Excluded Jurisdiction.
Banks, brokers, dealers and other nominees holding shares for persons who are located in or who have registered addresses in any Excluded Jurisdiction must not forward the Offer or any other document or information 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 an Excluded Jurisdiction. To the fullest extent permitted by applicable law, Vertiseit 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 may be disregarded. No consideration under the Offer will be delivered in or into any Excluded Jurisdiction.
The information in this press release which relates to future conditions or circumstances, including information regarding future result, growth and other forecasts and effects of the Offer, are forward-looking statements. Such statements may, inter alia, be identified by the use of words such as "deemed", "anticipate", "intend" "expect", "believe" or similar expressions. Forward-looking statements are subject to risks and uncertainties because they relate to conditions and are subject to circumstances that occur in the future. Future circumstances may materially deviate from what has been expressed or implied in the forward-looking statements due to several factors which to a large extent is outside of Vertiseit's control. Any forward-looking statements speak only as of the date on which they are made and Vertiseit has no obligation (and undertakes no obligation) to update or revise any such statements due to new information, future events or similar, except for then it is requires due to applicable laws and regulations.
Contacts
Johan Lind, Group CEO / Media Contact
johan.lind@vertiseit.com
+46 703 579 154
Jonas Lagerqvist, Group Deputy CEO / CFO / Investor Relations
jonas.lagerqvist@vertiseit.com
+46 732 036 298
Certified Adviser
Redeye AB
certifiedadviser@redeye.se
+46 8 121 57 690
About Vertiseit
Vertiseit is a leading platform company within Retail Digital Signage in Europe. Through its' subsidiairies Grassfish and Dise the group offers software for Digital In-store and related consulting services. The company's customers consist of global brands and retailers, using its' products and services to enable a seamless customer journey by bridging the digital and physical customer meeting. The company has +130 employees in Sweden, Austria, Germany and UK. During the period 2012-2021, Vertiseit performed an average profitable growth of 33 percent (CAGR). For the full year of 2021, the group's net revenue amounted to SEK 131 million, with an EBITDA margin of 13 percent. Since 2019, Vertiseit's B-share is listed on Nasdaq First North Growth Market.
VERTISEIT AB (publ)
Phone: +46 340 848 11
E-mail: info@vertiseit.com
Kyrkogatan 7, 432 41 Varberg, Sweden
Org.no: 556753-5272
www.vertiseit.com
corporate.vertiseit.se
This information is information that Vertiseit is obliged to make public pursuant to the EU Market Abuse Regulation. The information was submitted for publication, through the agency of the contact persons set out above, at 2022-04-29 14:38 CEST.
Attachment:
https://attachment.news.eu.nasdaq.com/a95f4d95e02250bfb43734c3f60afb4e6Vertiseit announces final outcome for the public offer to the shareholders of MultiQ.pdf
