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The Board of Mercell Holding ASA has unanimously resolved that it will recommend a contemplated voluntary cash offer from Spring Cayman Bidco, LLC to acquire all shares of Mercell Holding ASA. The Offer is a result of a strategic process conducted by the Board of Mercell Holding ASA in consultation with ABG Sundal Collier ASA and JP Morgan.

Oslo – The Board (the "Board") of Mercell Holding ASA (“Mercell”) today announces an agreement with Spring Cayman Bidco, LLC (the “Offeror”) whereby the Offeror (through an affiliated Norwegian company to be incorporated) on certain terms and conditions will put forward a voluntary cash offer (the “Offer”) to acquire 100% of the shares of Mercell at an offer price of NOK 6.30 per share (the "Offer Price").

  • 110% above the Mercell shares closing price of NOK 3.005 on Oslo Børs on 24 May 2022;
  • 120% above the volume weighted average price (“VWAP”) of the Mercell shares for the three-month period ending on 24 May 2022; and
  • 58% above the VWAP of the Mercell shares for the six-month period ending on 24 May 2022.

The Offeror and Mercell have entered into a transaction agreement regarding the Offer (the "Transaction Agreement") and the Board has unanimously decided to recommend the Offer. Funds managed by Viking Venture AS and Luxor Capital Group, who combined own 24.04% of the Shares, have entered into irrevocable undertakings to accept the Offer. The pre-acceptances cannot be withdrawn irrespective of whether a competing offer is made.

About the Offeror: The Offeror is a limited liability company formed and registered pursuant to the Cayman Law, and indirectly wholly owned by funds advised or managed by Thoma Bravo Global, LLC and its affiliates ("Thoma Bravo"). Thoma Bravo is one of the largest private equity firms in the world, with more than USD 103 billion in assets under management as of 31 December 2021. The firm invests in growth-oriented, innovative companies operating in the software and technology sectors. Leveraging the firm's deep sector expertise and proven strategic and operational capabilities, Thoma Bravo collaborates with its portfolio companies to implement operating best practices, drive growth initiatives and make accretive acquisitions intended to accelerate revenue and earnings. Over the past 20 years, the firm has acquired or invested in more than 375 companies representing over USD 190 billion in enterprise value.

"Mercell has built an outstanding SaaS network of buyers and suppliers in the Nordic region for public tendering. As a private company, we believe Mercell will benefit from our knowledge, network and resources to better achieve its long-term potential and continued growth trajectory. We are truly thrilled to work in partnership with Terje and his team to continue to expand globally, to further invest in product development, and to continue to make strategic acquisitions," said George Jaber, a Senior Vice President at Thoma Bravo.

“Mercell represents an important continued expansion for us into the European SaaS market. We see a major market opportunity for us across the continent and abroad, and working together in partnership with management to scale this great platform is a task we’re eager to tackle,” said A.J. Rohde, a Senior Partner at Thoma Bravo.

Key terms and conditions of the Offer:

The Offer Price of NOK 6.30 per share of Mercell values the total share capital of Mercell at a market capitalization of approximately NOK 3,168 million. The Offer Price represents:

  • 110% above the Mercell shares closing price of NOK 3.005 on Oslo Børs on 24 May 2022;
  • 120% above the VWAP of the Mercell shares for the three-month period ending on 24 May 2022; and
  • 58% above the VWAP of the Mercell shares for the six-month period ending on 24 May 2022.

The Offer Price shall be adjusted to compensate for the effects of any resolution by Mercell to distribute dividend or make any other distribution to Mercell's shareholders with a record date prior to completion of the Offer. Completion of the Offer will be subject to the following main conditions being satisfied or waived by the Offeror:

  • shareholders representing more than 90% have accepted the Offer;
  • the Board shall not have amended or withdrawn its recommendation of the Offer;
  • relevant regulatory approvals have been obtained;
  • Mercell has in all material respects conducted its business in the ordinary course;
  • no breach by Mercell which entitles the Offeror to terminate the Transaction Agreement; and
  • no material adverse change shall have occurred.

The Board shall not amend, modify or withdraw its recommendation of the Offer unless it receives a bona fide superior competing offer that satisfies certain criteria. If the Offer is not completed due to a breach by Mercell that entitles the Offeror to terminate the Transaction Agreement, or the Board withdraws or amends its recommendation of the Offer, Mercell will compensate the Offeror for its external advisors costs up to a maximum amount of NOK 10 million.

The complete details of the Offer will be set out in an offer document which will be published after approval of Oslo Børs. The offer period is expected to commence in mid-June 2022.

Background and strategic rationale:

The Offeror believes that Mercell represents a unique market leading software franchise in the Nordic region which as demonstrated consistent growth both organically and through acquisitions. Mercell represents an exact match for the interests and investment thesis of the Offeror. As a platform-centric investor who focus on investing in businesses with market-leading positions, multiple organic and inorganic growth opportunities, and strong management teams, Mercell fits exceptionally well with the investment strategy of the Offeror. The Offeror and Mercell are highly excited about the potential transaction and believe that the transaction represents an opportunity to accelerate the growth of the business, continue to pursue strategic M&A and to capitalize on the opportunity to seamlessly integrate the numerous acquisitions Mercell and its affiliates have completed to-date.

Advisors:

Skandinaviska Enskilda Banken AB (publ), Oslo Branch, is acting as financial advisor to the Offeror and Thoma Bravo in connection with the Offer. Advokatfirmaet Schjødt AS and Kirkland & Ellis LLP are acting as legal advisors to the Offeror and Thoma Bravo. ABG Sundal Collier ASA and JP Morgan are acting as financial advisors and Advokatfirmaet Thommessen AS as legal advisor to Mercell.

Important notice: This information is considered to be inside information pursuant to the EU Market Abuse Regulation and is subject to the disclosure requirements according to section 5-12 of the Norwegian Securities Trading Act. The information was submitted for publication by Erik Hokholt, interim CFO, on behalf of the Company on 25 May 2022 at 07:55 CEST. The Offer and the distribution of this announcement and other information in connection with the Offer may be restricted by law in certain jurisdictions. The Offeror and Mercell assume no responsibility in the event there is a violation by any person of such restrictions. Persons into whose possession this announcement or such other information should come are required to inform themselves about and to observe any such restrictions. This release contains certain forward-looking statements within the meaning of the securities laws and regulations of various international, federal, and state jurisdictions. All statements, other than statements of historical fact, included herein, including without limitation, statements regarding the Offer, future plans and objectives of Mercell or the Offeror are forward-looking statements that involve risk and uncertainties. There can be no assurances that such statements will prove to be accurate and actual results could differ materially from those anticipated in such statements.

Read the release on the NewsWeb website here.