This statement is made by the Board of Directors of Edgeware (publ) (the “Board” or the “Company”) pursuant to Section II.19 of Nasdaq Stockholm's Takeover Rules (the "Takeover Rules").
Conclusion
The Board[1] of Edgeware unanimously recommends the shareholders of Edgeware to accept Agile Content’s public tender offer.
Background
On
The Offer entails a premium of approximately:
- 34.7 per cent compared to the closing price of
SEK 7.20 for the Edgeware share onOctober 29, 2020 (being the last day of trading prior to the announcement of the Offer); - 38.7 per cent compared to the volume-weighted average price of
SEK 6.99 for the Edgeware share during the last 30 trading days prior to the announcement of the Offer; and - 57.9 per cent compared to the volume-weighted average price of
SEK 6.14 for the Edgeware share during the last 180 trading days prior to the announcement of the Offer.
The acceptance period for the Offer is estimated to run from approximately
Edgeware has, following a written request from
The completion of the Offer is conditional on customary conditions, e.g. that
For further information regarding the Offer, see the press release published by
The Company's three largest shareholders whose total shareholding in Edgeware corresponds to approximately 48.3 per cent of the total number of outstanding shares and votes, including
As part of the Board's evaluation of the Offer, the Board has obtained a fairness opinion from
The Board has appointed
Edgeware Board of Director’s assessment of the Offer
Process
The Board’s opinion of the Offer is based on an evaluation of a number of different factors the Board has determined to be relevant when evaluating the Offer. These factors include, but are not limited to, the Company’s current position, the expected future development of the Company and thereto related possibilities and risks. Also, the assessment is based on Lenner & Partner Corporate Finance AB's valuation statement regarding the fairness from a financial perspective for the shareholders of Edgeware.
Additionally, in assessing the Offer the Board has analysed the Offer using methods normally used when evaluating public offers for listed companies, inter alia, Edgeware’s valuation relative to comparable listed companies and comparable acquisitions, offer premiums in previous tender offers on Nasdaq Stockholm, the stock market's expectations in respect of the Company, and the Board’s view of the Company's long term value based on expected dividend payments and cash flows.
Considerations
The Board has a positive view of the value-creating potential of the merged company but has not taken part of detailed integration plans or risk analyzes and thus cannot comment on the future value potential of the
Conclusion
Based on its assessment, the Board concludes that the terms of the Offer correspond to Edgeware's future growth opportunities, as well as the risks associated with these opportunities.
In light of the above the Board unanimously recommends the shareholders of Edgeware to accept the Offer.
Effect on Edgeware
Under the Takeover Rules the Board is required, on the basis of Agile Content’s statements in its Offer announcement, to make public its opinion of the effects the implementation of the Offer may have on Edgeware, specifically employment, and its views on Agile Content’s strategic plans for Edgeware and the effect these may be expected to have on employment and the places where Edgeware conducts its operations.
“Agile Content greatly values Edgeware’s management and employees and is expecting that the Offer will support the company’s growth strategy and create long-term positive synergy effects for Edgeware and its employees. Based on Agile Content’s knowledge about Edgeware, its strategy and the current market conditions it is currently Agile Content’s intent that the completion of the Offer will not result in any changes regarding Edgeware’s or Agile Content’s organizations, management and employees, including their employment contracts, or the places where Edgeware and
The Board assumes that this description is accurate and has in relevant aspects no reason to take a different view.
This statement shall in all respects be governed by and construed in accordance with substantive Swedish law. Disputes arising from this statement shall be settled exclusively by Swedish courts. This statement has been made in a Swedish and English version. In case of any discrepancies between the Swedish and the English text, the Swedish text shall prevail.
The Board of Directors of
[1] The chairman of the board,
[2] Based on the total number of shares of 30,043,008.
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