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.
THE ACCEPTANCE PERIOD UNDER THE VOLUNTARY RECOMMENDED PUBLIC CASH TENDER OFFER FOR ALL SHARES AND OPTION RIGHTS IN HEEROS PLC MADE BY ACCOUNTOR FINAGO OY COMMENCES ON 20 DECEMBER 2024
Accountor Finago Oy, Company release, 19 December 2024 at 11:30 a.m. (EET)
On 22 November 2024, 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") announced that they had entered into a combination agreement (the "Combination Agreement") pursuant to which the Offeror makes a voluntary recommended public cash tender offer for (i) all the issued and outstanding shares in Heeros that are not held by the Company or any of its subsidiaries (the "Shares" or, individually, a "Share") and (ii) all the issued and outstanding option rights 1/2020 A, 1/2020 B, 1/2020 C, 2021a, 2021b, 2021c and 1/2023 in Heeros that are not held by the Company or any of its subsidiaries (the "Option Rights" or, individually, an "Option Right") (the "Tender Offer").
The Finnish Financial Supervisory Authority has today approved the tender offer document relating to the Tender Offer (the "Tender Offer Document"). The acceptance period under the Tender Offer will commence on 20 December 2024 at 9:30 a.m. (Finnish time) and initially expire on 17 February 2025 at 4:00 p.m. (Finnish time), unless the acceptance period is extended or any extended acceptance period is discontinued (the "Offer Period"). Subject to the terms and conditions of the Tender Offer and applicable laws and regulations, the Offeror may extend the Offer Period as necessary in order to satisfy the conditions to completion of the Tender Offer as set out in the terms and conditions of the Tender Offer enclosed to this company release, including, among other things, the receipt of merger control clearance in Finland. The Tender Offer is currently expected to be completed during the first quarter of 2025. Any possible extension of the Offer Period will be announced through a company release as soon as practically possible.
The Finnish language version of the Tender Offer Document will be available on the internet at https://procountor.fi/heeros and https://www.carnegie.fi/heeros-tender-offer-fi/ as of 19 December 2024. The English language translation of the Tender Offer Document will be available on the internet at https://procountor.fi/en/heeros and https://www.carnegie.fi/heeros-tender-offer-en/ as of 19 December 2024.
The price offered for each Share validly tendered in accordance with the terms and conditions of the Tender Offer is EUR 5.58 in cash (the "Share Offer Price"), subject to any adjustments as set out in the Tender Offer Document. The price offered for the Option Rights is EUR 3.38 in cash for each 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 Option Right 2021a validly tendered in the Tender Offer (the "Option Right 2021a Offer Price"), EUR 2.04 in cash for each Option Right 2021b validly tendered in the Tender Offer (the "Option Right 2021b Offer Price"), EUR 1.67 in cash for each Option Right 2021c validly tendered in the Tender Offer (the "Option Right 2021c Offer Price") and EUR 3.36 in cash for each 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 in each case to any adjustments as set out in the Tender Offer Document.
The Share Offer Price has been determined based on 5,361,116 issued and outstanding Shares as at the date of the Tender Offer Document. The Option Right Offer Prices have been determined based on 8,300 issued and outstanding Option Rights 1/2020 A, 21,100 issued and outstanding Option Rights 1/2020 B, 30,000 issued and outstanding Option Rights 1/2020 C, 41,400 issued and outstanding Option Rights 2021a, 75,000 issued and outstanding Option Rights 2021b, 75,000 issued and outstanding Option Rights 2021c, and 100,000 issued and outstanding Option Rights 1/2023, in each case as at the date of the Tender Offer Document.
Should the number of Shares or Option Rights on the date of the Tender Offer Document change 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, shall in each case be adjusted accordingly on a euro-for-euro basis.
As set out in its statement published on 17 December 2024, the Board of Directors of Heeros has unanimously and unconditionally decided to recommend that the holders of Shares and Option Rights accept the Tender Offer. The Board of Directors of Heeros has received a fairness opinion, dated 22 November 2024, from its financial adviser, Danske Bank A/S, Finland Branch, to the effect that, as at the date of such fairness opinion, the Share Offer Price offered to the shareholders of Heeros was 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.
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 (i) in case the Offeror announces that it will not pursue or complete (or will cancel) the Tender Offer, (ii) 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 of the Tender Offer, or (iii) 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 consideration offered under the Tender Offer to match or exceed the consideration offered in such competing tender offer. The undertakings of the Committed Shareholders represent in aggregate approximately 81.7 percent of all Shares and in aggregate approximately 52.1 percent of all Option Rights. Together, the undertakings of the Committed Shareholders 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.
The completion of the Tender Offer is subject to the fulfillment or, to the extent permitted by applicable laws and regulations, 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 others, the receipt of all necessary regulatory approvals, and 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 Heeros calculated in accordance with Chapter 18, Section 1 of the Finnish Companies Act (624/2006, as amended) and on a fully diluted basis.
Most Finnish account operators are expected to send a notice regarding the Tender Offer and related instructions to those who are registered as shareholders in the shareholders' register of Heeros maintained by Euroclear Finland Oy. Shareholders of Heeros who do not receive such instructions from their account operator or asset manager should first contact their account operator or asset manager and can subsequently contact OP Custody Ltd ("OP") by sending an email to tenderoffers@op.fi, where such shareholders of Heeros can receive information on submitting their acceptance of the Tender Offer. Please note, however, that OP will not be engaging in communications relating to the Tender Offer with shareholders who are U.S. residents or located within the United States. Shareholders who are located within the United States may contact their brokers for the necessary information.
Those shareholders of Heeros whose Shares are nominee-registered, and who wish to accept the Tender Offer, must effect such acceptance in accordance with the instructions given by the custodian of the nominee-registered shareholders. The Offeror will not send an acceptance form or any other documents related to the Tender Offer to these shareholders of Heeros.
A shareholder of Heeros who is registered as a shareholder in the shareholders' register of Heeros and who wishes to accept the Tender Offer shall submit a properly completed and duly executed acceptance form to the account operator managing the shareholder's book-entry account in accordance with its instructions and within the time limit set by the account operator, which may be prior to the expiry of the Offer Period or any subsequent offer period or, in the case such account operator does not accept acceptance notifications, such shareholder shall primarily contact his/her/its own bank to give his/her/its acceptance to tender his/her/its Shares, or secondarily contact OP by sending an email to tenderoffers@op.fi for further information. The Offeror reserves the right to reject or approve, in its sole discretion, any acceptance submitted outside the Offer Period (or any subsequent offer period, as applicable), or in an incorrect or incomplete manner. The Offeror may, in its sole discretion, also reject any partial tender of the Shares per book-entry account.
The Tender Offer may be accepted by a holder of Option Rights registered during the Offer Period in the register of holders of Option Rights of Heeros, with the exception of Heeros and its subsidiaries. OP will send a notification of the Tender Offer, including instructions and the relevant acceptance form, to all such holders of Option Rights. Holders of Option Rights who do not receive such notification from OP can contact OP by sending an email to tenderoffers@op.fi.
A holder of Option Rights registered during the Offer Period in the register of the holders of the Option Rights of Heeros wishing to accept the Tender Offer shall submit a properly completed and duly executed acceptance form to OP in accordance with its instructions and within the time limit set by OP. The acceptance form shall be submitted so that it is received during the Offer Period or, in the event of a subsequent offer period, during the subsequent offer period, however, always in accordance with the instructions of OP. Holders of Option Rights submit acceptances at their own risk. Any acceptance will be deemed submitted only when actually received by OP.
By accepting the Tender Offer, the holders of Option Rights authorize OP to sell the Option Rights to the Offeror in accordance with the terms and conditions of the Tender Offer. A holder of Option Rights may only accept the Tender Offer unconditionally and in relation to all of his/her/its Option Rights, subject only to the right to withdraw the acceptance for the Option Rights tendered in accordance with the terms and conditions of the Tender Offer. The Offeror reserves the right to reject any acceptance given in an incorrect or incomplete manner. The Offeror may also reject any partial tender of the Option Rights. A holder of Option Rights who has validly accepted the Tender Offer and has not properly withdrawn his/her/its acceptance in accordance with the terms and conditions of the Tender Offer may not exercise, sell or otherwise dispose of his/her/its tendered Option Rights unless otherwise provided by mandatory law.
The preliminary result of the Tender Offer will be announced on or about the first (1st) Finnish banking day following the expiration of the Offer Period (including any extended or discontinued extended Offer Period). In connection with the announcement of such preliminary result, it will be announced whether the Tender Offer will be completed subject to the conditions to completion, as set out in the terms and conditions of the Tender Offer enclosed to this company release, being fulfilled or waived on the date of the Offeror's final result announcement and whether the Offer Period will be extended. The final result of the Tender Offer will be announced on or about the third (3rd) Finnish banking day following the expiration of the Offer Period (including any extended or discontinued extended Offer Period) at the latest. The announcement of the final result will confirm (i) the percentages of the Shares and Option Rights that have been validly tendered and not properly withdrawn and (ii) whether the Tender Offer will be completed.
The Offeror reserves the right to acquire Shares and/or Option Rights before, during and/or after the Offer Period (including any extension thereof) and any subsequent offer period in public trading on First North Growth Market Finland maintained by Nasdaq Helsinki Ltd ("Nasdaq First North") or otherwise outside the Tender Offer.
The terms and conditions of the Tender Offer are enclosed in their entirety to this company release as Appendix 1.
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 software suites for the digitalization of business-critical financial management, ERP and HR processes. Heeros was established in 2000.
IMPORTANT INFORMATION
THIS COMPANY 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 COMPANY 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 COMPANY 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 COMPANY 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 COMPANY 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 COMPANY 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 company 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 company 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 company 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.
