THIS RELEASE MAY NOT BE RELEASED, PUBLISHED OR OTHERWISE DISTRIBUTED, IN WHOLE
OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO AUSTRALIA, CANADA, HONG KONG
SPECIAL ADMINISTRATIVE REGION OF THE PEOPLE'S REPUBLIC OF CHINA, JAPAN, NEW
ZEALAND, SOUTH AFRICA, OR ANY OTHER JURISDICTION IN WHICH THE TENDER OFFER
WOULD BE PROHIBITED BY APPLICABLE LAW. FOR FURTHER INFORMATION, PLEASE SEE
SECTION ENTITLED "IMPORTANT INFORMATION" BELOW.
Anton Holding II Oy/Avidly Plc, 15 August 2022 at 12:45 p.m. (EEST)
Anton Holding II Oy (the "Offeror"), a limited liability company which is an
indirect subsidiary of Adelis Equity Partners Fund III AB ("Adelis Fund III")
(Adelis Fund III together with its affiliated entities, "Adelis"), and Avidly
Plc ("Avidly" or the "Company") announced on 12 July 2022 that they had entered
into a combination agreement (the "Combination Agreement") pursuant to which
the Offeror has made a voluntary recommended public cash tender offer for all
issued and outstanding shares and special rights in Avidly (the "Tender
Offer"). The Offeror has published a tender offer document, dated 25 July 2022,
concerning the Tender Offer (the "Tender Offer Document").
The Offeror announces that it has today received the required approval for the
completion of the Tender Offer from the Finnish Competition and Consumer
Authority. As the Offeror is not aware of any other authority approvals that
are necessary to complete the Tender Offer, the condition to completion of the
Tender Offer concerning the receipt of authority approvals has thus been
satisfied.
The completion of the Tender Offer is still subject to certain customary
conditions being fulfilled or waived by the Offeror on or by the date of the
Offeror's announcement of the final result of the Tender Offer. These include,
among others, that the Tender Offer has been accepted with respect to shares
and special rights representing, together with any other shares and special
rights otherwise acquired by the Offeror, more than ninety (90) percent of the
issued and outstanding shares and votes in Avidly, calculated in accordance
with Chapter 18, Section 1 of the Finnish Limited Liability Companies Act and
on a fully diluted basis.
The acceptance period under the Tender Offer (the "Offer Period") commenced on
25 July 2022 and will expire on 2 September 2022 at 4:00 p.m. (Finnish time),
unless the Offer Period is extended or discontinued by the Offeror in
accordance with the terms and conditions of the Tender Offer and applicable
laws. The price offered to Avidly's shareholders is EUR 5.50 in cash for each
issued and outstanding share in Avidly. The price offered for each issued and
outstanding special right granted to certain members of Avidly's management
team under its share-based long-term incentive plan is EUR 5.49 in cash for
each special right. The Offeror currently expects to complete the Tender Offer
during the third quarter of 2022.
Investor Relations contacts:
Adelis
Adalbjörn Stefansson
Investor Relations
Adelis Equity Partners
adalbjorn.stefansson@adelisequity.com
+46 (0) 8 525 200 00
Avidly
Jesse Maula
CEO
Avidly
jesse.maula@avidlyagency.com
+358 (0) 40 548 0248
Certified Adviser: Oaklins Merasco Ltd, tel. +358 (0) 9 612 9670
Media enquiries:
Adelis
Heidi Paro
Miltton Ltd
heidi.paro@miltton.fi
+358 (0) 44 553 8729
Avidly
Joakim Fagerbakk (in English)
Chair of the Board of Directors
Avidly
joakim.fagerbakk@avidlyagency.com
+47 (0) 464 28 133
Adelis in brief
Adelis is a growth partner for well-positioned, Nordic companies. Adelis
partners with management and/or owners to build businesses in growth segments
and with strong market positions. Since raising its first fund in 2013, Adelis
has been one of the most active investors in the Nordic middle-market, making
34 platform investments and more than 150 add-on acquisitions. Adelis today
manages approximately EUR 2 billion in capital.
Avidly in brief
Avidly is a leading Nordic-based marketing technology (MarTech) service
provider with its shares trading on Nasdaq First North Helsinki. In Avidly's
MarTech offering, customer experience, data and technology are closely entwined
into its impact-driven growth strategy. Avidly partners with organizations of
all sizes, from start-ups to Fortune 500 companies and is committed to creating
solutions that help companies to grow. Avidly has a team of approximately 280
MarTech professionals in 18 locations in Finland, Sweden, Norway, Denmark,
Germany, the UK and Canada.
IMPORTANT INFORMATION
THIS RELEASE MAY NOT BE RELEASED, PUBLISHED OR OTHERWISE DISTRIBUTED, IN WHOLE
OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO AUSTRALIA, CANADA, HONG KONG
SPECIAL ADMINISTRATIVE REGION OF THE PEOPLE'S REPUBLIC OF CHINA, JAPAN, NEW
ZEALAND, OR SOUTH AFRICA, OR 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 SPECIAL ADMINISTRATIVE REGION OF THE PEOPLE'S REPUBLIC OF
CHINA, JAPAN, NEW ZEALAND, OR SOUTH AFRICA. INVESTORS SHALL ACCEPT THE TENDER
OFFER FOR THE SHARES AND SPECIAL RIGHTS ONLY ON THE BASIS OF THE INFORMATION
PROVIDED IN A TENDER OFFER DOCUMENT. THE TENDER OFFER IS NOT BEING MADE, AND
THE SHARES AND SPECIAL RIGHTS 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, BY ANY MEANS OR INSTRUMENTALITY (INCLUDING
WITHOUT LIMITATION E-MAIL, POST, FACSIMILE TRANSMISSION, TELEX, TELEPHONE OR
ELECTRONIC TRANSMISSION BY WAY OF THE INTERNET OR OTHERWISE), IN OR INTO, OR BY
USE OF THE POSTAL SERVICE OF, OR THROUGH ANY FACILITIES OF A NATIONAL
SECURITIES EXCHANGE OF, AUSTRALIA, CANADA, HONG KONG SPECIAL ADMINISTRATIVE
REGION OF THE PEOPLE'S REPUBLIC OF CHINA, 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 SPECIAL
ADMINISTRATIVE REGION OF THE PEOPLE'S REPUBLIC OF CHINA, JAPAN, NEW ZEALAND, OR
SOUTH AFRICA. ANY PURPORTED ACCEPTANCE OF THE TENDER OFFER RESULTING DIRECTLY
OR INDIRECTLY FROM A VIOLATION OF THESE RESTRICTIONS WILL BE INVALID.
THIS RELEASE AND ANY OTHER DOCUMENTS OR MATERIALS RELATING TO THE TENDER OFFER
ARE NOT BEING MADE AND HAVE NOT BEEN APPROVED BY AN AUTHORISED PERSON FOR THE
PURPOSES OF SECTION 21 OF THE UK FINANCIAL SERVICES AND MARKETS ACT 2000 (THE
"FSMA"). ACCORDINGLY, THIS RELEASE AND ANY OTHER DOCUMENTS OR MATERIALS
RELATING TO THE TENDER OFFER ARE NOT BEING DISTRIBUTED TO, AND MUST NOT BE
PASSED ON TO, THE GENERAL PUBLIC IN THE UNITED KINGDOM. THE COMMUNICATION OF
THIS RELEASE AND ANY OTHER DOCUMENTS OR MATERIALS RELATING TO THE TENDER OFFER
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 PER CENT. 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.
Information for securityholders in the United States
Securityholders in the United States are advised that the shares and special
rights in Avidly are not listed on a U.S. securities exchange and that Avidly
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 and special
rights in Avidly, 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
(taking into account certain relief available thereunder), 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 applicable under United States tender offer rules and regulations.
The financial information included in this release 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 will be made to Avidly's securityholders resident
in the United States on the same terms and conditions as those made to all
other securityholders of Avidly to whom an offer is made.
To the extent permissible under applicable law and regulations (including Rule
14e-5 under the Exchange Act), the Offeror and its affiliates and their
respective nominees or brokers (acting as agents for the Offeror or its
affiliates, as applicable) may from time to time after the date of this 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, shares
in Avidly or any securities that are convertible into, exchangeable for or
exercisable for such shares. Any such purchases or arrangements to purchase may
occur in the open market at prevailing prices or in private transactions at
negotiated prices. To the extent information about any 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. securityholders of Avidly of such information. In addition, the
financial advisers to the Offeror may also engage in ordinary course trading
activities in securities of Avidly, which may include purchases or arrangements
to purchase such securities. To the extent required in Finland, any information
about any such purchases or arrangements to purchase 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 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 or
special rights in Avidly 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 and special rights in Avidly is urged to
consult its independent professional adviser immediately regarding the tax
consequences of accepting the Tender Offer.
It may be difficult for Avidly's U.S. securityholders to enforce their rights
and any claims they may have arising under the U.S. federal securities laws
against the Offeror or Avidly, since the Offeror and Avidly are located in
non-U.S. jurisdictions, and some or all of their respective officers and
directors may be residents of non-U.S. jurisdictions. In addition, all or most
of the assets of the Offeror and Avidly, respectively, are located outside the
United States. Avidly's securityholders may not be able to sue the Offeror or
Avidly or their respective 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 Offeror, Avidly or their respective affiliates to subject themselves to a
U.S. court's judgment.
Forward-looking statements
This 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
release.
Disclaimer
Carnegie Investment Bank AB, Finland Branch, is acting as financial adviser to
the Offeror and no one else in connection with the Tender Offer, 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.
Evli Plc is acting as arranger in relation to the Tender Offer, 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.
Attachment:
https://cns.omxgroup.com/cds/DisclosureAttachmentServlet?messageAttachmentId=1083758© 2022 GlobeNewswire
