European 24 Bidco Oy / Efecte Plc COMPANY RELEASE February 19, 2024 at
10:00 a.m. EET
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. SHAREHOLDERS AND HOLDERS OF STOCK OPTIONS IN THE
UNITED STATES SHOULD ALSO REFER TO THE SECTION TITLED "INFORMATION FOR
SHAREHOLDERS AND HOLDERS OF STOCK OPTIONS OF EFECTE IN THE UNITED STATES" AT
THE END OF THIS RELEASE.
European 24 Bidco Oy supplements the tender offer document relating to the
voluntary recommended public cash tender offer for all the outstanding shares
and stock options in Efecte Plc
As previously announced, European 24 Bidco Oy (the "Offeror"), a private
limited liability company incorporated and existing under the laws of Finland,
that is directly wholly owned by Matrix42 Holding GmbH ("Matrix42"), a
corporation incorporated and existing under the laws of Germany, that is owned
by funds advised by Corten Advisors UK LLP ("Corten Capital"), a private equity
firm, incorporated and existing under the laws of the United Kingdom, and
Efecte Plc ("Efecte" or the "Company") have on January 18, 2024 entered into a
combination agreement pursuant to which the Offeror has made a voluntary
recommended public cash tender offer for all the issued and outstanding shares
in Efecte that are not held by Efecte or its subsidiaries (the "Shares" or,
individually, a "Share") and for all the issued and outstanding stock options
in Efecte that are not held by Efecte or its subsidiaries (the "Stock Options"
or, individually, a "Stock Option") (the "Tender Offer"). The Offeror has on
January 29, 2024 published a tender offer document concerning the Tender Offer
("Tender Offer Document"). The offer period for the Tender Offer commenced on
January 30, 2024, at 9:30 a.m. (Finnish time) and will expire on March 5, 2024,
at 4:00 p.m. (Finnish time), unless the offer period is extended or any
extended offer period is discontinued in accordance with the terms and
conditions of the Tender Offer.
The Offeror has today published a supplement to the Tender Offer Document (the
"Supplement Document"). The Supplement Document relates to the financial
statements bulletin for the period from January 1, 2023 to December 31, 2023
and the Board of Directors' report and the audited consolidated financial
statements as at and for the financial year ended December 31, 2023 published
by Efecte on February 15, 2024. The Supplement Document is attached as Appendix
1 to this release.
The Finnish language version of the Tender Offer Document is available, and the
Finnish language version of the Supplement Document is available as of February
19, 2024, on the internet at https://efecte.tenderoffer.fi/ and
http://www.danskebank.fi/efecte. The English language translation of the Tender
Offer Document is available, and the English language translation of the
Supplement Document is available as of February 19, 2024, on the internet at
https://efecte.tenderoffer.fi/en/ and http://www.danskebank.fi/efecte-en.
Investor and Media enquiries:
For further information, please see the dedicated website at:
https://efecte.tenderoffer.fi.
Corten Capital (Miltton)
Jenny Kestilä
Tel. +358 (0) 50 615 33
jenny.kestila@miltton.com
Efecte
Niilo Fredrikson
Tel. +358 50 356 7177
niilo.fredrikson@efecte.com
Certified Adviser of Efecte:
Evli Plc
Tel. +358 40 579 6210
ABOUT THE OFFEROR, MATRIX42 AND CORTEN CAPITAL
European 24 Bidco Oy is a private limited liability company incorporated and
existing under the laws of Finland that is directly wholly owned by Matrix42
Holding GmbH. European 24 Bidco Oy has not previously conducted, and currently
does not conduct, any business. European 24 Bidco Oy was formed to make the
Tender Offer and its sole business purpose is to make the Tender Offer and to
operate as the parent company of Efecte.
Matrix42, a corporation incorporated and existing under the laws of Germany, is
the holding entity of the Matrix42 Group headquartered in Frankfurt, which
provides innovative software solutions for digital workspace experience
management, unified endpoint management, and enterprise service management. The
company's products and services empower organizations to improve IT efficiency,
enhance end-user productivity, and enable digital transformation. With over 25
years of experience and a customer base spanning across various industries and
regions, Matrix42 is trusted by enterprises worldwide for its reliable and
comprehensive solutions. Matrix42 is a portfolio company of and is controlled
by funds advised by Corten Capital. For further information, please visit
www.matrix42.com.
Corten Capital is a specialist investment firm that partners with
entrepreneurial management teams to build market leading, B2B software,
services and information companies across Europe and North America. Corten
Capital is backed by an exceptional group of university endowments, charitable
foundations and family offices from North America, Europe, and Asia, who share
its philosophy of investing for long term value creation through growth and
innovation. Corten Advisors UK LLP is authorised and regulated by the Financial
Conduct Authority in the UK. For further information, please visit
www.cortencapital.com.
ABOUT EFECTE
Efecte is a public limited liability company incorporated under the laws of
Finland with its shares admitted to trading on Nasdaq First North. Efecte helps
people digitalize and automate their work. Customers across Europe leverage
Efecte's cloud service to operate with greater agility, to improve the
experience of end-users, and to save costs. The use cases for Efecte's
solutions range from IT service management and ticketing to improving employee
experiences, business workflows, and customer service. Efecte is the European
alternative to the global goliaths in Efecte's space. Efecte's headquarters is
located in Finland and Efecte has regional hubs in Germany, Poland, Spain and
Sweden.
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 OR A SUPPLEMENT DOCUMENT TO THE
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
AND STOCK OPTIONS ONLY ON THE BASIS OF THE INFORMATION PROVIDED IN THE TENDER
OFFER DOCUMENT AND THE POSSIBLE SUPPLEMENT DOCUMENTS TO THE TENDER OFFER
DOCUMENT. OFFERS WILL NOT BE MADE DIRECTLY OR INDIRECTLY IN ANY JURISDICTION
WHERE EITHER AN OFFER OR PARTICIPATION THEREIN 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 THE TENDER OFFER DOCUMENT, THE
SUPPLEMENT 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, OR BY USE OF THE POSTAL
SERVICE OF, OR BY ANY MEANS OR INSTRUMENTALITY (INCLUDING, WITHOUT LIMITATION,
FACSIMILE TRANSMISSION, TELEX, TELEPHONE OR THE INTERNET) OF INTERSTATE OR
FOREIGN COMMERCE OF, OR 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 RELEASE HAS BEEN PREPARED IN COMPLIANCE WITH FINNISH LAW, THE RULES OF
NASDAQ FIRST NORTH 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 and holders of Stock Options of Efecte in the
United States
Shareholders and holders of Stock Options of Efecte in the United States are
advised that the Shares or Stock Options are not listed on a U.S. securities
exchange and that Efecte 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 is being made for the Shares and Stock Options of Efecte,
which is domiciled in Finland, and is subject to Finnish disclosure and
procedural requirements. The Tender Offer is expected to be made in the United
States pursuant to Section 14(e) of, and Regulation 14E, under the Exchange
Act, subject to the exemption provided under 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 applicable under the
tender offer procedures and laws of the United States for domestic offers. 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 Efecte's shareholders and holders
of Stock Options resident in the United States on the same terms and conditions
as those made to all other shareholders and holders of Stock Options of Efecte
to whom an offer is made. Any informational documents, including this
announcement, are being disseminated to U.S. shareholders and holders of Stock
Options on a basis comparable to the method that such documents are provided to
Efecte's other shareholders and holders of Stock Options.
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 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 or any securities that are convertible into, exchangeable
for or exercisable for Shares. These purchases may occur either in the open
market at prevailing prices or in private transactions at negotiated prices,
and the consideration in the Tender Offer must be increased to match any such
consideration paid outside the Tender Offer. 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 and holders of Stock Options
of Efecte of such information. In addition, the financial adviser to the
Offeror may also engage in ordinary course trading activities in securities of
Efecte, 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 relation to the Tender Offer. 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
Stock Options 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 or Stock Options is urged to consult its
independent professional advisers immediately regarding the tax and other
consequences of accepting the Tender Offer.
To the extent the Tender Offer is subject to U.S. securities laws, those laws
only apply to U.S. holders of Shares or Stock Options, and will not give rise
to claims on the part of any other person. It may be difficult for Efecte's
shareholders or holders of Stock Options to enforce their rights and any claims
they may have arising under the U.S. federal securities laws, since the Offeror
and Efecte 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.
Efecte's shareholders or holders of Stock Options may not be able to sue the
Offeror or Efecte 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 and Efecte and 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
Danske Bank A/S is authorised under Danish banking law. It is subject to
supervision by the Danish Financial Supervisory Authority. Danske Bank A/S is a
private, limited liability company incorporated in Denmark with its head office
in Copenhagen where it is registered in the Danish Commercial Register under
number 61126228.
Danske Bank A/S (acting via its Finland Branch) is acting as a financial
adviser to the Offeror and no other person in connection with these materials
or their contents. Danske Bank A/S will not be responsible to any person other
than the Offeror for providing any of the protections afforded to clients of
Danske Bank A/S, nor for providing any advice in relation to any matter
referred to in these materials. Without limiting a person's liability for
fraud, Danske Bank A/S, nor any of its affiliates nor any of its respective
directors, officers, representatives, employees, advisers or agents shall have
any liability to any other person (including, without limitation, any
recipient) in connection with the Tender Offer.
Carnegie Investment Bank AB (publ), which is authorised and regulated by the
Swedish Financial Supervisory Authority (Finansinspektionen), is acting through
its Finland Branch ("Carnegie"). The Finland branch is authorised by the
Swedish Financial Supervisory Authority and subject to limited regulation by
the Finnish Financial Supervisory Authority (Finanssivalvonta). Carnegie is
acting exclusively for Efecte Plc and no one else in connection with the Tender
Offer and the matters set out in this announcement. Neither Carnegie nor its
affiliates, nor their respective partners, directors, officers, employees or
agents are responsible to anyone other than Efecte Plc for providing the
protections afforded to clients of Carnegie, or for giving advice in connection
with the Tender Offer or any matter or arrangement referred to in this
announcement.
Attachment:
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