Visma intends to make voluntary offer to acquire MAMUT 

Visma AS announces that it intends to make a voluntary offer to acquire all outstanding shares of Mamut ASA, through a cash offer of 11.50 Norwegian kroner (NOK) per share.

The cash offer represents a 69% premium to the closing price of June 7th 2011, 66% premium to the 1-month average share price, and a 49% premium to three months average share price.

Certain board members and key members of senior management in Mamut, reference is made to separate release from Mamut, together with certain  significant shareholders, holding in aggregate 32,251,364 shares representing 50% of the outstanding Mamut shares, has on June 7th 2011 given their irrevocable pre-acceptance of the offer. Except for the pre-acceptances, Visma holds no Mamut shares or rights to Mamut shares.

The complete details of the offer, including all terms and conditions, will be included in an offer document to be sent to Mamut shareholders following  the review and approval by the Oslo Stock Exchange in accordance with the regulation of voluntary offers in the Norwegian Securities Trading Act Chapter 6. The offer will be conditional (unless waived by Visma at its discretion) upon the following closing conditions:

  • The offer is accepted to the extent that Visma becomes the owner of more than 90% of the total number of Shares and votes in Mamut on a fully diluted basis
  • With respect to the offer and the acquisition of Mamut, 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
  • Completion of satisfactory legal, commercial and financial due diligence without any negative findings material to the valuation of Mamut
  • No circumstances having occurred which has or can reasonably be expected to have a material adverse effect on Mamut's sales, results, liquidity, equity or assets

The voluntary offer document will be prepared as soon as practicably possible and sent to the Oslo Stock Exchange for review and approval. The offer will not be made in any jurisdiction in  which the making of the offer would not be in  compliance with the laws of such jurisdiction. This notification does not in itself constitute an offer.  The offer will only be made on the basis of the offer  document and can only be accepted pursuant to the  terms of such document.

ABG Sundal Collier Norge ASA is acting as financial advisor and Schjødt is acting as legal advisor to Visma in connection with the offer.

For more information, please contact:
Øystein Moan, Visma CEO, +47 920 80 000