OX2 AB The independent bid committee of the board of directors of
On
This statement regarding the Offer is made by the independent bid committee of the board of directors of OX2 pursuant to Rule II.19 of the Swedish Stock Market Self-Regulation Committee’s Takeover rules for Nasdaq Stockholm and
The independent bid committee issuing this statement has consisted of the board members
Summary of the Offer
Otello BidCo offers
· approximately 43.4 per cent compared to the closing price of
· approximately 45.8 per cent compared to the volume-weighted average trading price of
· approximately 29.2 per cent compared to the volume-weighted average trading price of
The Company’s founder and largest shareholder
Completion of the Offer is conditional upon, among other things, the Offer being accepted to such extent that Otello BidCo becomes the owner of more than 50 per cent of the shares in the Company as well as the receipt of all regulatory, governmental or similar clearances, approvals and decisions that are necessary for the Offer and Otello BidCo’s acquisition of OX2.
Otello BidCo has been allowed to carry out a due diligence review of the Company in connection with the preparations of the Offer. With the exception of information that was subsequently included in the Company’s interim report for Q1 2024 which was made public on
The independent bid committee has approved that Otello BidCo offers a management incentive plan to certain key employees of OX2, including the CEO, and notes that Otello BidCo has obtained a statement from the
Otello BidCo expects to publish an offer document regarding the Offer on or around
More information about the Offer is available at Otello BidCo’s website, www.sustainable-energy-offer.com.
The independent bid committee’s evaluation of the Offer
In assessing the merits of the Offer, the independent bid committee has taken a number of factors into account, including, but not limited to, the terms and conditions of the Offer, the Company’s 2024 full-year guidance, financial targets, business plan, risks and uncertainties that might affect the ability to meet the financial targets, valuation methods normally used in evaluating public offers for listed companies, including the Offer’s valuation of the Company relative to comparable listed companies, premiums in previous public offers on the Swedish market, cash flow valuation, and the stock market’s expectations in respect of the Company. The risks and uncertainties considered by the independent bid committee includes access to capital, investment appetite, the macro economic situation, political risks as well as how the Company, with its current business model with limited recurring revenue, is impacted by increased volatility in the energy industry. As part of its evaluation of the Offer, the independent bid committee has also investigated other opportunities and taken into account interest from other potential bidders.
In evaluating the Offer, the independent bid committee has also taken into account that OX2’s founder and largest shareholder
The independent bid committee has noted that Otello BidCo states in its press release announcing the Offer that “To unlock OX2’s full potential, we believe it would benefit from a transition to a more long-term, sustainable business model and becoming an integrated renewables developer and asset owner”.
The independent bid committee believes that EQT’s significant experience and expertise in the renewable energy sector as well as their proven track-record of supporting businesses through capital intensive transitions makes them a suitable owner to direct and support their suggested transition of the Company. However, although the independent bid committee believes that EQT would be a good owner of the Company, the independent committee notes that completion of the Offer is conditional upon the Offer being accepted to such extent that Otello BidCo becomes the owner of more than 50 per cent of the shares in OX2, and that Otello BidCo would have to become the owner of more than 90 per cent of the shares in OX2 in order to initiate a compulsory redemption of any OX2 shares not held by Otello BidCo. OX2 will likely remain listed on Nasdaq Stockholm if Otello BidCo does not obtain such 90 per cent shareholding through the Offer or otherwise.
The independent bid committee’s assessment is that should the Company, on its own, pursue a transition from a pure developer to an integrated renewables developer and asset owner as suggested by Otello BidCo, it could take several years to implement and would require significant investments. In this context, the independent bid committee also notes that Otello BidCo states in its press release announcing the Offer that “EQT plans to provide additional investment in OX2’s pipeline while using its industry expertise to support its transformation” and that Otello BidCo is “commit[ed] to owning OX2 and continue to invest in its future development, whether in a private or public setting”.
In view of the above, the independent bid committee believes that a shareholder who considers to decline the Offer and instead keep its shareholding in an OX2 that potentially will stay listed on Nasdaq Stockholm with Otello BidCo as a new majority shareholder, should take into account, among other things, the following factors.
· The transition into an integrated renewables developer and asset owner as well as the additional investments that Otello BidCo is suggesting may require significant capital injections in the form of issuances of additional shares or debt instruments. Issuances of additional shares or debt instruments could dilute the economic and voting rights for remaining shareholders that are unable, prohibited or unwilling to participate in such issuances.
· OX2 has accrued costs, including fees to advisers, in connection with the preparations of the Offer which will be payable upon completion of the Offer even if the Offer is only accepted by shareholders to such an extent that the Company remains listed on Nasdaq Stockholm after the Offer. Such costs will have a significant short-term effect on the Company’s cash flow and earnings.
In evaluating the Offer, the independent bid committee has, in accordance with Rules II.19 and III.3 of the Takeover Rules, obtained and considered a fairness opinion provided by
The independent bid committee has engaged
The independent bid committee’s recommendation
Based on the above, the independent bid committee of the board of directors of OX2 has unanimously decided to recommend shareholders of the Company to accept the Offer.
The effects on the Company and its employees, etc.
Under the Takeover Rules, the independent bid committee may, on the basis of Otello BidCo’s statement in the announcement of the Offer, present its opinion on the effects the implementation of the Offer may have on the Company, particularly in terms of employment, and its view on Otello BidCo’s strategic plans for the Company and the impact such plans could be expected to have on employment and on the locations where the Company conducts its business. In its press release announcing the Offer, Otello BidCo states:
“Otello BidCo is fully supportive of the current management team and safeguards employee positions. There are currently no decisions on any material changes that may impact OX2’s employees and management or the existing organization and operations, including the terms of employment and locations of the business.”
The independent bid committee assumes that this statement is accurate and has in relevant respects no reason to take a different view.
* * *
This statement shall be governed by and construed in accordance with Swedish law. Disputes arising from this statement shall be settled exclusively by Swedish courts.
The independent bid committee
of the board of directors
For further information, please contact:
+46 709 528 006
henrik.vikstrom@ox2.com
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