Sapphire BidCo Ltd completes the tender offer
Final result of Sapphire BidCo Ltd's voluntary public cash tender offer for all
the shares in Basware Corporation: Sapphire BidCo Ltd completes the tender
offer
SAPPHIRE BIDCO LTD
STOCK EXCHANGE RELEASE
27 June 2022 at 9:45 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.
Final result of Sapphire BidCo Ltd's voluntary public cash tender offer for all
the shares in Basware Corporation: Sapphire BidCo Ltd completes the tender
offer
On 26 April 2022, Sapphire BidCo Ltd (the "Offeror") commenced a voluntary
recommended public cash tender offer to acquire all of the issued and
outstanding shares in Basware Corporation ("Basware" or the "Company") that are
not held by Basware or any of its subsidiaries (the "Shares" or, individually,
a "Share") (the "Tender Offer"). The offer period for the Tender Offer
commenced on 26 April 2022, at 9:30 a.m. (Finnish time) and expired on 21 June
2022, at 4:00 p.m. (Finnish time).
According to the final result of the Tender Offer, the 11,345,283 Shares
tendered in the Tender Offer represent approximately 78.5 per cent of all the
Shares and voting rights carried by the Shares in Basware and, together with
the total of 1,882,818 Shares held by Long Path (as defined below) and 680,948
Shares held by Briarwood (as defined below) that they have irrevocably
undertaken to exchange for securities in the Offeror's affiliated entity, Topaz
MidCo Ltd ("Topaz"), upon the completion of the Tender Offer having been
confirmed, represent approximately 96.2 per cent of all the Shares and voting
rights carried by the Shares in Basware.
As announced earlier by the Offeror, Briarwood holds 1,000 warrants which were
issued by the Company based on a decision by the Board of Directors of the
Company on 19 March 2019 (the "Warrants") and which entitle Briarwood to
subscribe for a total maximum number of 1,003,000 new shares in Basware.
Briarwood has irrevocably undertaken to 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. As described in the tender offer document published on 26
April 2022, the decision as to whether the Warrants would be exercised or
transferred to Topaz would be taken based on whether the Offeror has received
more than 90 per cent of the Shares and votes carried by the Shares in Basware
through the Tender Offer and the contribution of Shares by Long Path and
Briarwood. Based on the final result of the Tender Offer, Briarwood has decided
to exchange the Warrants for securities in Topaz for a value corresponding to
the offer price in the Tender offer for the shares that the Warrants entitle
to, deducted by the Warrant exercise price.
According to the terms and conditions of the Tender Offer, the completion of
the Tender Offer is subject to, among other things, the fulfilment or waiver by
the Offeror of the condition that the Tender Offer has been validly accepted
with respect to Shares representing, together with any Shares otherwise held by
the Offeror or the Consortium Members (as defined below) and any Shares that
may be received upon exercise of the Warrants by the Offeror or the Consortium
Members, on a fully diluted basis, more than ninety (90) per cent of the Shares
and voting rights in the Company calculated in accordance with Chapter 18,
Section 1 of the Finnish Companies Act (624/2006, as amended, the "Finnish
Companies Act") (the "Minimum Acceptance Condition").
As the Minimum Acceptance Condition and all other conditions to completion have
been satisfied, the Offeror will complete the Tender Offer in accordance with
its terms and conditions.
The offer price will be paid on or about 15 July 2022 to each securityholder of
Basware who has validly accepted the Tender Offer in accordance with the terms
and conditions of the Tender Offer. The offer price will be paid in accordance
with the payment procedures described in the terms and conditions of the Tender
Offer. The actual time of receipt of the payment by tendering securityholders
will depend on the schedules of money transactions between financial
institutions.
It is the Offeror's intention to acquire all the Shares in Basware and to apply
for the Shares in Basware to be delisted from Nasdaq Helsinki Ltd ("Nasdaq
Helsinki") as soon as permitted and reasonably practicable under the applicable
laws and regulations and the rules of Nasdaq Helsinki. As the Offeror's
ownership in Basware will exceed 90 percent of the Shares and voting rights in
Basware after the settlement of the Shares tendered in the Tender Offer, the
Offeror intends to initiate compulsory redemption proceedings to acquire the
remaining Shares in accordance with the Finnish Companies Act.
The Offeror may continue to acquire Shares, enter into arrangements to acquire
Shares or arrange ownership of Shares on or after the date of this stock
exchange release in public trading on Nasdaq Helsinki or otherwise.
Basware will, following the successful completion of the Tender Offer as well
as the subsequent compulsory redemption proceedings under the Finnish Companies
Act, 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").
Media and investor enquiries:
Basware Corporation:
Katariina Kataja
Investor Relations Manager
Basware Corporation
Tel. +358 40 527 1427
katariina.kataja@basware.com
The Consortium:
Michael Jääskeläinen
Tel. +358 50 571 0514
consortium@hkstrategies.fi
About the Consortium
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.
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.
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