The Offer 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, Hong Kong, Japan, Canada, New Zealand, South Africa or the United States of America, 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.
PRESS RELEASE, 27 June 2016
The acceptance period of Visma’s Offer for Fortnox expires tomorrow 28 June 2016. Visma will not prolong the acceptance period and will thus not complete its offer for Fortnox
● The acquisition of Fortnox is subject to approval from the Swedish Competition Authority (“SCA”).
● The SCA has provided Visma with a draft statement of objections (Sw. stämningsansökan) with the purpose to initiate court proceedings in order to prevent the completion of the transaction. Such court proceedings could take up to a year to finalise. Therefore, it will not be possible for Visma to obtain all necessary regulatory approvals during the acceptance period.
● Visma has decided to not prolong the acceptance period and thus not complete the Offer and the Offer will expire tomorrow 28 June 2016.
The Offer
On 14 March 2016, Visma AS (“Visma”) announced a recommended public cash offer to the shareholders and holders of warrants of Fortnox AB (publ) (“Fortnox”) to tender all their shares in Fortnox to Visma for SEK 24 per share and all their warrants for SEK 8.66 per warrant (the “Offer”). Fortnox’s shares are listed on NGM Nordic MTF.
Completion of the Offer is conditional upon e.g. the Offer being accepted to such extent that Visma becomes the owner of Shares representing more than 50 % of the total number of Shares of Fortnox (after full dilution), and, with respect to the Offer and the acquisition of Fortnox, receipt of all necessary regulatory, governmental or similar clearances, approvals and decisions, including from competition authorities, in each case on terms which, in Visma’s opinion, are acceptable.
Visma has reserved the right to withdraw the Offer in the event it becomes clear that either of the conditions is not fulfilled or cannot be fulfilled. Visma has reserved the right to waive, in whole or in part, one or more of the conditions of the Offer, including to complete the Offer at a lower level of acceptance.
As of 27 June 2016, the last day prior to the expiry of the extended acceptance period under the Offer, shareholders in Fortnox holding 40,034,776 shares, corresponding to approximately 68.5% of the total amount of outstanding shares and votes in Fortnox, and holders of warrants in Fortnox holding 470,000 warrants, corresponding to 100% of the total amount of outstanding warrants in Fortnox, had accepted the Offer.
The Swedish Competition Authority’s investigation
The acquisition of Fortnox is subject to approval from the SCA. In connection with the Offer, Visma has filed a so called voluntary company merger notification pursuant to Chapter 4 § 6 of the Swedish Competition Act to the SCA. On 22 April 2016, SCA announced that further investigation and an analysis of the effects that the merger may lead to is required in order to make a final decision on the merger. Hence, the SCA decided to initiate a specific investigation under the Swedish Competition Act (so called phase II investigation).
No further prolongation of the acceptance period
The SCA has yet not approved the transaction and has provided Visma with a draft statement of objections (Sw. stämningsansökan) with the purpose to initiate court proceedings in order to prevent the completion of the transaction. Such court proceedings could take up to a year to finalise. Therefore, it will not be possible for Visma to obtain all necessary regulatory approvals during the acceptance period. Consequently, Visma has decided that it will not prolong the acceptance period and thus not complete its offer for Fortnox. The Offer will expire when the acceptance period ends tomorrow 28 June 2016.
Visma believes that the acquisition of Fortnox would have been good for shareholders, employees and customers. Visma also believes that the acquisition would not harm competition in the market as there are several alternative solutions. The cloud software market is very dynamic with many new entrants and low barriers when establishing new products and companies. The only way to secure long-term success in this market is to provide attractive products at competitive prices. Combined Fortnox and Visma would have been an important player in the European software market able to succeed in the competition with global software companies. However, it is clear that a continued process required in attempting to achieve formal competition clearance would likely take a very long additional period and with very uncertain outcome. Visma has therefore determined that this is not viable for the business of Fortnox or Visma.
Shares and warrants tendered by shareholders and holders of warrants during the acceptance period, will automatically be retransferred to such shareholders and holders of warrants as soon as possible.
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Visma discloses the information provided herein pursuant to the Takeover Rules. The information was submitted for publication on 27 June 2016, 15.00 CET.
For questions regarding the Offer, please contact: Øystein Moan, CEO, Visma AS, +47 920 80 000
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 requires that an additional offer document is prepared or registration effected or that any other measures are taken in addition to those required under Swedish law and regulations.
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 Visma. Any purported acceptance of the Offer resulting directly or indirectly from a violation of these restrictions may be disregarded.
The Offer is not being and will not be made, directly or indirectly, in or into, or by use of mail or any other means or instrumentality of interstate or foreign commerce of, or any facilities of a national securities exchange of, Australia, Hong Kong, Japan, Canada, New Zealand, South Africa or the United States. This includes, but is not limited to facsimile transmission, electronic mail, telex, telephone, the internet and other forms of electronic transmission. The Offer cannot be accepted and shares may not be tendered in the Offer by any such use, means, instrumentality or facility of, or from within Australia, Hong Kong, Japan, Canada, New Zealand, South Africa or the United States or by persons located or resident in Australia, Hong Kong, Japan, Canada, New Zealand, South Africa or the United States. Accordingly, this press release and any related Offer documentation are not being and should not be mailed or otherwise transmitted, distributed, forwarded or sent in or into Australia, Hong Kong, Japan, Canada, New Zealand, South Africa or the United States or to any Australian, Hong Kong, Japanese, Canadian, New Zealand, South African or U.S. persons or any persons located or resident in Australia, Hong Kong, Japan, Canada, New Zealand, South Africa or the United States.
Any purported tender of shares in an Offer resulting directly or indirectly from a violation of these restrictions will be invalid and any purported tender of shares made by a person located in Australia, Hong Kong, Japan, Canada, New Zealand, South Africa or the United States or any agent fiduciary or other intermediary acting on a non-discretionary basis for a principal giving instructions from within Australia, Hong Kong, Japan, Canada, New Zealand, South Africa or the United States will be invalid and will not be accepted. Each holder of shares participating in the Offer will represent that it is not an Australian, Hong Kong, Japanese, Canadian, New Zealand, South African or U.S. person, is not located in Australia, Hong Kong, Japan, Canada, New Zealand, South Africa or the United States and is not participating in such Offer from Australia, Hong Kong, Japan, Canada, New Zealand, South Africa or the United States or that it is acting on a non-discretionary basis for a principal that is not an Australian, Hong Kong, Japanese, Canadian, New Zealand, South African or U.S. person, that is located outside Australia, Hong Kong, Japan, Canada, New Zealand, South Africa or the United States and that is not giving an order to participate in such offer from Australia, Hong Kong, Japan, Canada, New Zealand, South Africa or the United States. Visma will not deliver any consideration from the Offer into Australia, Hong Kong, Japan, Canada, New Zealand, South Africa or the United States.
This press release is not being, and must not be, sent to shareholders with registered addresses in Australia, Hong Kong, Japan, Canada, New Zealand, South Africa or the United States. Banks, brokers, dealers and other nominees holding shares for persons in Australia, Hong Kong, Japan, Canada, New Zealand, South Africa or the United States must not forward this press release or any other document received in connection with the Offer to such persons.
For purposes of this section “United States” and “U.S.” means the United States of America, its territories and possessions (including Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake Island, and the Northern Mariana Islands), any state of the United States of America and the District of Columbia.
This press release has been published in Swedish and English. In the event of any discrepancy in content between the two language versions, the Swedish version shall prevail.
