Accountor Finago Oy, inside information, 22 November 2024 at 9:00 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 ANY OTHER JURISDICTION IN WHICH THE TENDER OFFER WOULD BE
PROHIBITED BY APPLICABLE LAW. FOR FURTHER INFORMATION, PLEASE SEE SECTION
ENTITLED "IMPORTANT INFORMATION" BELOW.
INSIDE INFORMATION: ACCOUNTOR SOFTWARE, ACTING THROUGH ACCOUNTOR FINAGO OY,
ANNOUNCES A VOLUNTARY RECOMMENDED PUBLIC CASH TENDER OFFER FOR ALL SHARES AND
OPTION RIGHTS IN HEEROS PLC
-- Accountor Finago Oy, part of the Accountor Software group, is offering all
shareholders of Heeros EUR 5.58 per share, representing a premium of
approximately 51.6 percent compared to the closing price (EUR 3.680) of the
Heeros share on Nasdaq First North on 21 November 2024, the last trading
day before the date of this announcement, and 51.5 percent compared to the
volume-weighted average trading price (EUR 3.684) of the Heeros share on
Nasdaq First North during the 6 months ended on 21 November 2024. The
holders of option rights in Heeros will be offered a cash consideration for
each option right validly tendered in the tender offer as set out below.
-- Accountor Software has followed Heeros closely in recent years and been
impressed by the company's return to core strengths of an internationally
compliant, easy-to-integrate sales and purchase invoicing software and a
modern, industry-leading professional services automation (PSA) management
solution dedicated to the professional services sector. While investing in
these solutions, Heeros has managed to reach robust profitability levels
and re-establish itself on a financially resilient basis. Nonetheless, both
Accountor Software and Heeros management recognize that the next phase of
Heeros' growth journey will require access to a more expansive R&D and
commercial support to effectively navigate an increasingly competitive
market.
-- Through the combination, Accountor Software would be able to provide Heeros
with its extensive accounting office network as well as access to a
stronger R&D level with respect to financial resources, best practice
processes and know-how. Along with the customer support function being
scaled, the Offeror believes the combination would benefit all Heeros'
customers both in terms of quality and general customer experience.
Likewise, Accountor Software customers across Finland stand to benefit from
increased optionality across financial management, payroll and professional
services automation software.
-- The Tender Offer values Heeros' total equity at approximately EUR 30.7
million on a fully diluted basis.
-- Accountor Software does not anticipate any material substantive issues to
the completion of the tender offer, which is expected to occur during the
first quarter of 2025
.
-- Irrevocable undertakings to accept the offer, subject to certain customary
conditions, have been received from certain major shareholders and certain
management members of Heeros, representing in aggregate approximately 81.7
percent of the issued and outstanding shares and in aggregate approximately
52.1 percent of the issued and outstanding option rights in Heeros.
-- The Board of Directors of Heeros has unanimously agreed to recommend that
the shareholders and holders of option rights of Heeros accept the Tender
Offer.
Accountor Finago Oy (the "Offeror"), a Finnish private limited liability
company, belonging to the Accountor Software group ("Accountor Software") which
is indirectly controlled by funds advised by Kohlberg Kravis Roberts & Co. L.P.
and its affiliates ("KKR"), and Heeros Plc ("Heeros" or the "Company") have
today entered into a combination agreement (the "Combination Agreement")
pursuant to which the Offeror makes a recommended voluntary public cash tender
offer for all the issued and outstanding shares (the "Shares" or, individually,
a "Share") and all the issued and outstanding option rights ("Option Rights"
or, individually, an "Option Right") in Heeros that are not held by Heeros or
any of its subsidiaries (the "Tender Offer"). The shareholders of Heeros will
be offered a cash consideration of EUR 5.58 for each Share validly tendered in
the Tender Offer (the "Share Offer Price"). The holders of the Option Rights
will be offered a cash consideration for each Option Right validly tendered in
the Tender Offer as described in the section "The Tender Offer in Brief-The
Share Offer Price and the Option Right Offer Prices" below. The Board of
Directors of Heeros has unanimously agreed to recommend that the shareholders
of Heeros and holders of the Option Rights accept the Tender Offer. The shares
in Heeros are admitted to trading on the First North Growth Market Finland
maintained by Nasdaq Helsinki Ltd ("Nasdaq First North").
KEY HIGHLIGHTS AND SUMMARY OF THE TENDER OFFER
-- The Share Offer Price under the Tender Offer is EUR 5.58 in cash for each
Share validly tendered in the Tender Offer, subject to any adjustments as
set out in section "The Tender Offer in Brief- The Share Offer Price and
the Option Right Offer Prices" below. The holders of the Option Rights will
be offered a cash consideration for each Option Right validly tendered as
described in section "The Tender Offer in Brief-The Share Offer Price and
the Option Right Offer Prices" below.
-- The Share Offer Price represents a premium of approximately:
-- 51.6 percent compared to the closing price (EUR 3.680) of the Heeros
share on Nasdaq First North on 21 November 2024, the last trading day
before the announcement of the Tender Offer; and
-- 51.5 percent compared to the volume-weighted average trading price (EUR
3.684) of the Heeros share on Nasdaq First North during the 6 months
ended on 21 November 2024 (inclusive).
-- The Tender Offer values Heeros' total equity at approximately EUR 30.7
million on a fully diluted basis.
-- The Board of Directors of Heeros has unanimously agreed that they will
recommend that the shareholders of Heeros and the holders of the Option
Rights accept the Tender Offer. The recommendation is supported by a
fairness opinion, dated 22 November 2024.
-- Certain major shareholders and certain members of management of Heeros
have irrevocably undertaken to accept the Tender Offer subject to certain
customary conditions. Such undertakings represent in aggregate
approximately 79.9 percent of the issued and outstanding shares and votes
in Heeros (on a fully diluted basis assuming full conversion of the Option
Rights into Shares) as described in section "The Tender Offer in
Brief-Support by certain major shareholders of Heeros" below.
-- The completion of the Tender Offer is subject to the satisfaction or waiver
by the Offeror of certain customary conditions on or prior to the Offeror's
announcement of the final result of the Tender Offer including, among other
things, obtaining all necessary regulatory approvals, and the Tender Offer
having been accepted with respect to the Shares representing, together with
any other Shares otherwise acquired by the Offeror, more than ninety (90)
percent of the issued and outstanding shares and votes in Heeros calculated
in accordance with Chapter 18, Section 1 of the Finnish Companies Act
(624/2006, as amended, the "Finnish Companies Act") and on a fully diluted
basis.
-- The completion of the Tender Offer is not expected to have any immediate
material effects on the operations or assets, the position of the
management or employees, or the business locations of Heeros. However, as
is customary, the Offeror intends to change the composition of the Board of
Directors of Heeros after the completion of the Tender Offer.
-- The Offeror's obligation to complete the Tender Offer is not conditional
upon availability of financing. The Offeror has secured the required
financing to finance the Tender Offer at completion, and subsequent
mandatory redemption proceedings, if any, in accordance with the Finnish
Companies Act by existing cash positions and committed credit facilities of
Accountor Software.
-- The Offeror expects to publish a tender offer document (the "Tender Offer
Document") with detailed information on the Tender Offer on or about 19
December 2024. The offer period under the Tender Offer is expected to
commence on or about 20 December 2024 and to initially expire on or about
17 February 2025.
-- Based on currently available information, the Tender Offer is expected to
be completed during the first quarter of 2025. Subject to applicable laws
and regulations, and the terms and conditions of the Tender Offer, the
Offeror may extend the offer period as necessary to satisfy the conditions
to completion of the Tender Offer, including, among other things, the
receipt of all necessary regulatory approvals. Based on analysis performed
to date, the Offeror does not anticipate any material substantive issues
with respect to obtaining any such regulatory approvals. For further
information, see section "Regulatory approvals" below.
Commenting on the Tender Offer, Mikko Soirola, CEO of Accountor Software:
"Accountor Software's offer presents an attractive opportunity for shareholders
of Heeros to realize their investment at a premium valuation. We are glad to
see that the offer has received strong support from the Board of Directors of
Heeros as well as a large majority of its shareholders. As one of the leading
pure-play business software players in Finland, with a growing footprint across
the Nordics, Accountor Software is ideally placed to help Heeros build on its
solid foundation and collaborate on a shared vision for international growth.
By joining forces, we will further enhance our respective capabilities to serve
the market with best-in-class SaaS solutions, unlocking even greater value to
customers in Finland and the Nordics."
Commenting on the Tender Offer, Niklas Lahti, CEO of Heeros:
"This transaction aligns with Heeros' chosen growth strategy and is a step in
the right direction for our customers, employees, and shareholders. Heeros and
Accountor Software share Finnish roots and offer strong complementary expertise
in financial management software. Together, we can support our customers'
success in Finland as well as other markets."
Commenting on the Tender Offer, Jostein Vik, Chairman of the Board of Directors
of Heeros:
"Accountor Software's tender offer is a recognition of Heeros' hard work and an
opportunity to accelerate our strategy. This option provides Heeros' customers
with a broader range of solutions and enables even greater investments in
product development. Heeros' skilled employees will have new opportunities to
grow professionally as well as continue to develop the business. The offer is
attractive for shareholders."
BACKGROUND AND STRATEGIC RATIONALE
Founded in 2000, Heeros is a provider of financial management software,
primarily for small and medium-sized businesses in Finland. The Company offers
a full suite of cloud-based tools to handle financial management and resource
planning, including purchase invoice automation, human resources, payroll, and
professional services automation (PSA) software. Designed for flexibility, the
Heeros portfolio integrates seamlessly with other software, making it a
versatile choice for SMEs looking to streamline and automate their financial
and business processes.
The Offeror has been following Heeros closely in recent years and been
impressed with the Company's commitment to its core competencies and
successfully reaching a healthy profitability level, led by the Heeros
management and made possible by the expertise of Heeros employees. Most
importantly, while transforming the business, Heeros has continued to invest
substantially in the sales and purchase invoice processing solution and
professional services automation offering. In particular, the sales invoice
solution has been well positioned to help SMEs with international operations
and to address the upcoming European e-invoicing mandates and offers bank
connectivity with over 2,500 European banks. Nonetheless, it is clear to the
Offeror and Heeros management that the next step of the Heeros' growth journey
requires access to a more resourceful product development and commercial
platform. The Offeror is excited to provide such support, and to enable Heeros
in its internationalization efforts alongside the Offeror's own growth
ambitions.
Through the combination, the Offeror would be able to provide Heeros with an
expanded market reach through Accountor Software's extensive partner network as
well as access to a stronger R&D platform with respect to financial resources,
best practice processes and know-how. Along with the customer support function
being scaled, the Offeror believes that the combination would benefit all
Heeros' customers both in terms of product quality and general customer
experience. Likewise, Accountor Software's customers across Finland stand to
benefit from increased optionality across financial management, payroll, and
professional services automation software.
Accountor Software is pleased that certain key owners of Heeros have
irrevocably committed to accept the Tender Offer. This demonstrates their
support for the combination and belief that both Heeros and Accountor Software
stand to benefit from a shared future.
The completion of the Tender Offer is not expected to have any immediate
material effects on the operations or assets, the position of the management or
employees, or the business locations of Heeros. However, as is customary, the
Offeror intends to change the composition of the Board of Directors of Heeros
after the completion of the Tender Offer.
THE TENDER OFFER IN BRIEF
The Offeror and Heeros have on 22 November 2024 entered into the Combination
Agreement pursuant to which the Offeror will make the Tender Offer. A brief
summary of the main terms of the Combination Agreement is provided under
section "The Combination Agreement" below.
As at the date of this announcement, Heeros has 5,361,116 issued shares, all of
which are outstanding, and 350,800 outstanding option rights, comprising of:
-- 8,300 Option Rights 1/2020 A pursuant to the Company's option program
1/2020;
-- 21,100 Option Rights 1/2020 B pursuant to the Company's option program
1/2020;
-- 30,000 Option Rights 1/2020 C pursuant to the Company's option program
1/2020;
-- 41,400 Option Rights 2021a pursuant to the Company's option program 2021;
-- 75,000 Option Rights 2021b pursuant to the Company's option program 2021;
-- 75,000 Option Rights 2021c pursuant to the Company's option program 2021;
and
-- 100,000 Option Rights 1/2023 pursuant to the Company's option program
1/2023.
In addition, the Company has issued a total of 46,300 option rights pursuant to
the Company's option programs 1/2020 and 2021, which option rights remain
unallocated and are therefore not outstanding as at the date of this
announcement.
As at the date of this announcement, neither the Offeror nor any other entity
within Accountor Software hold any Shares or Option Rights in Heeros. The
Offeror reserves the right to acquire Shares and Option Rights before, during
and/or after the offer period (including any extension thereof and any
subsequent offer period) in public trading on Nasdaq First North or otherwise.
The Offeror and Heeros have undertaken to comply with the Helsinki Takeover
Code issued by the Finnish Securities Market Association (the "Helsinki
Takeover Code").
The Share Offer Price and the Option Right Offer Prices
The Share Offer Price is EUR 5.58 in cash for each Share validly tendered in
the Tender Offer, subject to any adjustments as set out below. The Tender Offer
values Heeros' total equity at approximately EUR 30.7 million on a fully
diluted basis.
The Share Offer Price represents a premium of approximately:
-- 51.6 percent compared to the closing price (EUR 3.680) of the
Heeros
share on Nasdaq First North on 21 November 2024, the last trading day
before the date of this announcement;
-- 41.5 percent compared to the volume-weighted average trading price (EUR
3.944) of the
Heeros
share on Nasdaq First North during the 3 months ended on
21 November 2024
(inclusive); and
-- 51.5 percent compared to the volume-weighted average trading price (EUR
3.684) of the
Heeros
share on Nasdaq First North during the 6 months ended on
21 November 2024
(inclusive).
The price offered for each outstanding Option Right corresponds to the Share
Offer Price less the applicable exercise price, subject to a minimum price of
EUR 0.01, and is EUR 3.38 in cash for each outstanding Option Right 1/2020 A,
Option Right 1/2020 B and Option Right 1/2020 C validly tendered in the Tender
Offer (the "Option Right 1/2020 Offer Price"), EUR 0.01 in cash for each
outstanding Option Right 2021a validly tendered in the Tender Offer (the
"Option Right 2021a Offer Price"), EUR 2.04 in cash for each outstanding Option
Right 2021b validly tendered in the Tender Offer (the "Option Right 2021b Offer
Price"), EUR 1.67 in cash for each outstanding Option Right 2021c validly
tendered in the Tender Offer (the "Option Right 2021c Offer Price") and EUR
3.36 in cash for each outstanding Option Right 1/2023 validly tendered in the
Tender Offer (the "Option Right 1/2023 Offer Price", and together with the
Option Right 1/2020 Offer Price, Option Right 2021a Offer Price, Option Right
2021b Offer Price and Option Right 2021c Offer Price, the "Option Right Offer
Prices"), subject to any adjustments as set out below.
The Share Offer Price has been determined based on 5,361,116 issued and
outstanding Shares. The Option Right 1/2020 Offer Price has been determined
based on 8,300 issued and outstanding Option Rights 1/2020 A, 21,100 issued and
outstanding Option Rights 1/2020 B and 30,000 issued and outstanding Option
Rights 1/2020 C. The Option Right 2021a Offer Price has been determined based
on 41,400 issued and outstanding Option Rights 2021a. The Option Right 2021b
Offer Price has been determined based on 75,000 issued and outstanding Option
Rights 2021b. The Option Right 2021c Offer Price has been determined based on
75,000 issued and outstanding Option Rights 2021c. The Option Right 1/2023
Offer Price has been determined based on 100,000 issued and outstanding Option
Rights 1/2023.
Should the Company change the number of shares or instruments entitling to
shares that are issued and outstanding on the date hereof as a result of a new
issuance of shares or instruments entitling thereto, reclassification, stock
split (including a reverse split) or any other similar transaction, or should
the Company distribute a dividend or otherwise distribute funds or other assets
to its shareholders, or should a record date with respect to any of the
foregoing occur prior to any of the settlements of the completion trades
(whether after the expiry of the offer period or during or after any subsequent
offer period), the Share Offer Price and the Option Right Offer Prices, as
applicable, payable by the Offeror shall be adjusted accordingly on a
euro-for-euro basis.
The offer period
The offer period under the Tender Offer is expected to commence on or about 20
December 2024 and to initially expire on or about 17 February 2025. Based on
currently available information, the Tender Offer is expected to be completed
during the first quarter of 2025.
Subject to applicable laws, regulations, and the terms and conditions of the
Tender Offer, the Offeror may extend the offer period as necessary in order to
satisfy the conditions to completion of the Tender Offer, including, among
other things, the receipt of all necessary regulatory approvals, permits,
clearances and consents, including without limitation merger control clearance
(or, where applicable, the expiry of relevant waiting periods) required under
applicable competition laws or other laws in any jurisdiction for the
completion of the Tender Offer. For further information, see section
"Regulatory approvals" below.
The detailed terms and conditions of the Tender Offer as well as instructions
on how to accept the Tender Offer will be included in the Tender Offer
Document, which the Offeror expects to publish on or about 19 December 2024.
Recommendation by the Board of Directors of Heeros
The Board of Directors of Heeros has unanimously agreed to recommend that the
shareholders of Heeros and the holders of the Option Rights accept the Tender
Offer. The Board of Directors will issue its complete statement on the Tender
Offer before the commencement of the offer period. The Board of Directors of
Heeros has received a fairness opinion from Danske Bank A/S, Finland Branch,
according to which the Share Offer Price offered to the shareholders of Heeros
is fair from a financial point of view, subject to the assumptions made,
procedures followed, matters considered and limitations and qualifications on
the review undertaken as more fully described in the fairness opinion. The
complete fairness opinion will be attached to the statement of the Board of
Directors of Heeros.
The complete statement of the Board of Directors of Heeros regarding the Tender
Offer will be published prior to the commencement of the offer period and
appended to the Tender Offer Document.
Support by certain major shareholders of Heeros
Certain major shareholders and certain members of management of Heeros,
including Rite Ventures Förvaltning AB, Lakeus Holding AB, Viking Venture 27
AS, Finnish Stars AB, Lion's Mane Oy, Matti Lattu, Pekka Räisänen, Lars-Fredrik
Palmgren, Ville Skogberg, Mikko Pilkama, Niklas Lahti, Juho Pakkanen, Eero
Saarinen, Juho Nikkola and Henri Liuska (jointly, the "Committed
Shareholders"), have irrevocably undertaken to accept the Tender Offer subject
to certain customary conditions. These irrevocable undertakings will terminate
in case the Offeror announces that it will not pursue or complete (or will
cancel) the Tender Offer, the Share Offer Price (or, where applicable, any of
the Option Right Offer Prices) is reduced for any other reason than those
stipulated in the terms and conditions, or in the event that a competing tender
offer is announced by a third party with a consideration of at least thirty
(30) percent higher than the Share Offer Price (and, where applicable, the
Option Right Offer Prices, respectively) and the Offeror does not within seven
(7) business days increase the considerations offered under the Tender Offer to
match or exceed the considerations offered in such competing tender offer. The
undertakings of the Committed Shareholders represent in aggregate approximately
81.7 percent of all issued and outstanding Shares in Heeros and in aggregate
approximately 52.1 percent of all issued and outstanding Option Rights, and
approximately 79.9 percent of the issued and outstanding shares and votes in
Heeros on a fully diluted basis assuming full conversion of the Option Rights
into Shares.
Conditions to Completion of the Tender Offer
The Offeror's obligation to complete the Tender Offer is subject to the
fulfillment or, to the extent permitted by applicable law, waiver by the
Offeror of each of the conditions set out below (jointly the "Conditions to
Completion") on or prior to the date of the Offeror's announcement of the final
result of the Tender Offer in accordance with Chapter 11, Section 18 of the
Finnish Securities Markets Act (746/2012, as amended):
1. the Tender Offer having been validly accepted with respect to Shares
representing, together with any other Shares otherwise acquired by the
Offeror prior to or during the offer period, more than ninety (90) percent
of the issued and outstanding shares and voting rights in the Company
calculated in accordance with Chapter 18, Section 1 of the Finnish
Companies Act and on a fully diluted basis;
1. the receipt of all necessary regulatory approvals, permits, consents and
clearances required under applicable laws in any jurisdiction for the
completion of the Tender Offer (or, where applicable, the expiry of
relevant waiting periods), including without limitation merger control
clearances, and that any conditions set or remedies or commitments required
in such approvals, permits, consents or clearances are in each case
satisfactory to the Offeror in all respects;
1. no material adverse change in the Heeros group having occurred after the
signing date of the Combination Agreement;
1. the Offeror not, after the signing date of the Combination Agreement,
having received information previously undisclosed to it that constitutes a
material adverse change in the Heeros group;
1. no information made public by the Company or disclosed by the Company to
the Offeror being materially inaccurate, incomplete, or misleading, and the
Company not having failed to make public any information that should have
been made public by it under applicable laws, regulations and/or the rules
of Nasdaq First North, provided that, in each case, the information made
public, disclosed or not disclosed or the failure to disclose information
constitutes a material adverse change in the Heeros group;
1. no legislation or other regulation having been enacted and no court or
regulatory authority of competent jurisdiction having given an order or
issued any regulatory action that would wholly or materially prevent,
postpone or challenge the completion of the Tender Offer in accordance with
its terms;
1. the Board of Directors of the Company having issued the recommendation to
accept the Tender Offer and the recommendation remaining in full force and
effect and not having been withdrawn or modified (excluding, however, any
technical
modification or change of the recommendation required under applicable laws
or the Helsinki Takeover Code as a result of a competing offer or otherwise
so long as the recommendation to accept the Tender Offer is upheld
);
-- each undertaking provided by the Committed Shareholders to accept the
Tender Offer remaining in force in accordance with its terms; and
1. the Combination Agreement not having been terminated and remaining in force
and no event having occurred that would give the Offeror the right to
terminate the Combination Agreement.
The Conditions to Completion set out herein are exhaustive conditions for, and
the Offeror will not include any additional conditions for, the completion of
the Tender Offer. The Offeror may only invoke any of the Conditions to
Completion so as to cause the Tender Offer not to proceed, to lapse or to be
withdrawn if the circumstance which gives rise to the right to invoke the
relevant Condition to Completion has a material significance to the Offeror in
view of the Tender Offer, as referred to in the Regulations and Guidelines
9/2013 (Takeover bids and mandatory bids), as may be amended or re-enacted from
time to time, issued by the Finnish Financial Supervisory Authority and the
Helsinki Takeover Code.
The Offeror reserves the right to waive any of the Conditions to Completion
that have not been fulfilled, including to complete the Tender Offer at a lower
acceptance level or otherwise despite the non-fulfilment of some of the
Conditions to Completion. If all Conditions to Completion have been fulfilled
or the Offeror has waived the requirement for the fulfilment of all or some of
them no later than at the time of announcement of the final result of the
Tender Offer, the Offeror will complete the Tender Offer in accordance with its
terms and conditions after the expiration of the offer period by purchasing the
Shares and Option Rights validly tendered in the Tender Offer and paying the
Share Offer Price to the holders of the Shares and the respective Option Right
Offer Prices to the holders of the Option Rights that have validly accepted the
Tender Offer.
Regulatory approvals
The Offeror will, as soon as reasonably practicable, make all material and
customary submissions, notifications and filings (or, where applicable, draft
notifications) required to obtain all necessary regulatory approvals, permits,
clearances and consents, including without limitation merger control clearance
in Finland (or, where applicable, the expiry of relevant waiting periods)
required under applicable competition laws or other laws in any jurisdiction
for the completion of the Tender Offer.
Based on analysis made to date, the Offeror expects that the completion of the
Tender Offer will be subject to merger control clearance in Finland and does
not anticipate any material substantive issues with respect to obtaining such
clearance. The estimated timing for the completion of the Tender Offer is
primarily affected by the process for obtaining merger control clearance. Based
on analysis made to date, the Offeror expects that merger control clearance
would be obtained, and the Tender Offer completed, during the first quarter of
2025. Shareholders of Heeros and the holders of the Option Rights are advised
that the length of the merger control clearance process is not within the
control of the Offeror, and there can be no assurances that clearance would be
obtained within the estimated timeframe.
Subject to applicable laws and the terms and conditions of the Tender Offer,
the Offeror may extend the offer period as necessary in order to satisfy the
Conditions to Completion of the Tender Offer, including, among other things,
the receipt of merger control clearance.
Financing
The Offeror's obligation to complete the Tender Offer is not conditional upon
availability of financing. The Offeror has secured the required financing to
finance the Tender Offer at completion, and subsequent mandatory redemption
proceedings, if any, by existing cash positions and committed credit facilities
of Accountor Software. The required financing is available to the Offeror on a
certain funds basis under a funding commitment letter from Abacus Bidco Oy, the
parent company of Accountor Software and indirect parent company of the
Offeror, dated 22 November 2024 and addressed to the Offeror.
Future plans concerning the Shares and Option Rights
Should the Offeror obtain more than 90 percent of the issued and outstanding
shares and votes in Heeros as calculated in accordance with Chapter 18, Section
1 of the Finnish Companies Act, the Offeror intends to initiate mandatory
redemption proceedings in accordance with the Finnish Companies Act to acquire
the remaining shares in Heeros, and thereafter to cause Heeros' shares to be
delisted from Nasdaq First North as soon as reasonably practicable. In
connection with any such redemption proceedings, the Offeror intends to also
acquire any issued and outstanding Option Rights which have not been validly
tendered in the Tender Offer, or otherwise acquired by the Offeror, in
accordance with the terms and conditions of such Option Rights.
The Offeror reserves the right to waive any of the Conditions to Completion
that have not been fulfilled, including to complete the Tender Offer at a lower
acceptance level or otherwise despite the non-fulfilment of some of the
Conditions to Completion. Should the Offeror decide to complete the Tender
Offer with an acceptance rate of less than 90 percent of the issued and
outstanding shares and votes in Heeros, calculated in accordance with Chapter
18, Section 1 of the Finnish Companies Act and on a fully diluted basis, the
Offeror would assess alternatives to acquire the remaining shares and option
rights in Heeros over time, and it is possible that Heeros could become subject
to certain corporate transactions, including for example purchases of further
shares and option rights in Heeros after completion of the Tender Offer,
divestments or acquisitions of shares or other assets, share issuances, or a
statutory merger. The Offeror has not taken any decisions on any potential
waiver of any of the Conditions to Completion, the timeline of any such
possible transactions or whether any such transactions would be undertaken at
all.
The Combination Agreement
The Combination Agreement between Heeros and the Offeror sets forth the
principal terms under which the Offeror will make the Tender Offer.
Under the Combination Agreement, the Board of Directors of Heeros has, in the
event of materially changed circumstances or a possible competing offer or
proposal, undertaken not to withdraw or modify its recommendation for the
Tender Offer, or take action contradictory to its recommendation, unless, after
taking advice from reputable external legal and financial advisers, the Board
of Directors of Heeros determines in good faith that such competing offer or
proposal is superior and therefore that it would no longer be in the best
interest of the shareholders of Heeros and the holders of the Option Rights to
accept the Tender Offer, and that such withdrawal or modification of the
recommendation or contradictory action is required for the Board of Directors
of Heeros to comply with its mandatory fiduciary duties. The Board of Directors
of Heeros may withdraw or modify or take actions contradictory to its
recommendation for the Tender Offer in accordance with the above provided that
the Board of Directors has complied with certain agreed procedures, including
allowing the Offeror to negotiate with the Board of Directors and to enhance
the Tender Offer. If the Offeror enhances the terms and conditions of the
Tender Offer such that the enhanced Tender Offer, in the reasonable opinion of
the Board of Directors of Heeros, is in the interest of the shareholders of
Heeros and the holders of the Option Rights, the Board of Directors of Heeros
shall confirm and uphold its recommendation (as amended based on the enhanced
Tender Offer) for the Tender Offer, as enhanced.
Heeros has undertaken not to, and to cause each of its affiliates as well as
its and their representatives not to, directly or indirectly, solicit,
facilitate, promote, initiate or continue any discussions or participate in any
negotiations concerning, provide information with respect to Heeros or any of
its affiliates to any person in connection with, or otherwise contribute to,
promote or cooperate with any person in relation to or knowingly encourage any
competing proposal, offer or indication of interest.
The Combination Agreement further includes certain customary warranties and
undertakings by both parties, such as conduct of business by Heeros in the
ordinary course of business before the completion of the Tender Offer, and
cooperation by the parties in making the necessary regulatory filings.
The Combination Agreement may be terminated by Heeros or the Offeror under
certain circumstances, including, among other things, if the Board of Directors
of Heeros withdraws or modifies its recommendation for the Tender Offer, or if
a court or authority issues an order, which is in effect and makes illegal or
prohibits the consummation of the Tender Offer, or if the Tender Offer has not
been completed by the agreed long-stop date of 31 July 2025, or upon a material
breach of any of Heeros' or the Offeror's warranties or undertakings under the
Combination Agreement.
ADVISERS
The Offeror has appointed Carnegie Investment Bank AB, Finland Branch, as
financial adviser and arranger, and Avance Attorneys Ltd and Simpson Thacher &
Bartlett LLP as legal advisers in connection with the Tender Offer.
Heeros has appointed Danske Bank A/S, Finland Branch, as financial adviser and
Roschier, Attorneys Ltd. as legal adviser in connection with the Tender Offer.
INVESTOR AND MEDIA ENQUIRIES
Information about the Tender Offer is made available at:
https://procountor.fi/en/heeros
For further information, please contact:
Accountor Software
Mikko Soirola, CEO, tel. +358 40 703 0553, mikko.soirola@finago.com
Heeros
Niklas Lahti, CEO, tel. +358 40 774 1777, niklas.lahti@heeros.com
Juho Pakkanen, CFO, tel. +358 40 506 9898, juho.pakkanen@heeros.com
Media contact in Finland:
Accountor Software
Kirsi Nystén, Senior Communications Manager, tel. +358 44 410 3587,
kirsi.nysten@finago.com
Heeros
Niklas Lahti, CEO, tel. +358 40 774 1777, niklas.lahti@heeros.com
Accountor Software in brief
Accountor Software specialises in software for financial and HR management. It
is driven by empowering Nordic businesses to thrive with innovative solutions
that make work more efficient and effortless. Accountor Software is a
participant of the UN's Global Compact and adheres to its principles-based
approach to responsible business. The group employs about 700 experts and its
headquarters is in Espoo, Finland.
Heeros in brief
Heeros is a pioneer in SaaS corporate software with a mission to develop
software for streamlined business management. Heeros seeks to meet the needs of
corporate and financial management clients by providing the software suites
offering the best user experience for the digitalization of business-critical
financial management, ERP and HR processes. Heeros was established in 2000.
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 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 AND OPTION RIGHTS ONLY ON THE BASIS OF THE
INFORMATION PROVIDED IN A 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, 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, 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 AND ANY OTHER DOCUMENTS OR MATERIALS RELATING TO THE TENDER OFFER
ARE NOT BEING MADE AND HAVE NOT BEEN APPROVED BY AN AUTHORIZED PERSON FOR THE
PURPOSES OF SECTION 21 OF THE UK FINANCIAL SERVICES AND MARKETS ACT 2000, AS
AMENDED (THE "FSMA"). 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 PERCENT 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, AS AMENDED.
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 of Heeros and holders of Option Rights in the
United States
Securityholders in the United States are advised that the shares and option
rights in Heeros are not listed on a U.S. securities exchange and that Heeros
is not subject to 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 issued and outstanding shares and option
rights of Heeros, which is domiciled in Finland, and is subject to Finnish
disclosure and procedural requirements. The Tender Offer is being made in the
United States pursuant to Section 14(e) and Regulation 14E under the Exchange
Act, and will benefit from exemptions available to "Tier I" cross-border tender
offers, and otherwise is being made 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, any 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.
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 in Heeros or any securities that are convertible into,
exchangeable for or exercisable for shares in Heeros. 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. securityholders of Heeros of such information. In addition, the
financial advisers to the Offeror may also engage in ordinary course trading
activities in securities of Heeros, which may include purchases or arrangements
to purchase such securities. Any information about such purchases will be made
public in Finland to the extent, and 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.
Heeros is organized under the laws of Finland, and the Offeror is organized
under the laws of Finland. Some or all of the officers and directors of the
Offeror and Heeros, respectively, are residents of countries other than the
United States. In addition, most of the assets of the Offeror and Heeros are
located outside the United States. As a result, it may be difficult for U.S.
securityholders to enforce their rights and any claim they may have arising
under the U.S. federal securities laws. U.S. securityholders may not be able to
sue a foreign company or its officers or directors in a foreign court for
violations of the U.S. securities laws, and it may be difficult to compel a
foreign company and its affiliates to subject themselves to a U.S. court's
judgement.
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
"expects", "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 (publ), which is authorized and regulated by the
Swedish Financial Supervisory Authority (Finansinspektionen), is acting through
its Finland Branch ("Carnegie"). The Finland branch is authorized by the
Swedish Financial Supervisory Authority and subject to limited regulation by
the Finnish Financial Supervisory Authority (Finanssivalvonta). Carnegie is
acting exclusively for the Offeror 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 the Offeror 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.
Danske Bank A/S is authorized 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 financial adviser
to Heeros and no one else in connection with the Tender Offer. Danske Bank A/S
will not be responsible to any person other than Heeros 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 the Tender Offer. 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 owes or accepts any liability to any other person
(including, without limitation, any recipient) in connection with the Tender
Offer.
Attachment:
https://cns.omxgroup.com/cds/DisclosureAttachmentServlet?messageAttachmentId=1261448© 2024 GlobeNewswire
