NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, INTO OR WITHIN ANY JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFULOslo ,19 July 2023 : Reference is made to the offer document dated30 March 2023 (the "Offer Document") for the recommended voluntary offer (the "Offer") to acquire all outstanding shares ofMeltwater N.V. ("Meltwater" or the "Company") byMW Investment B.V. (the "Offeror"), and to the stock exchange announcement on18 July 2023 regarding the completion of the Offer. The Offeror has resolved to proceed with and implement the Post-Closing Restructuring, as further described in section 3.4.10.3 of the Offer Document. As further set out in section 3.4.10.2 of the Offer Document, the Offeror has undertaken, prior to implementing the Post-Closing Restructuring, to place and announce an unconditional and irrevocable standing order on theOslo Stock Exchange to purchase Meltwater shares not already held by the Offeror or any of its affiliates against a price equal to the Cash Consideration, for a period of no less than ten (10) Business Days (the "Standing Order"). For the purpose of the Standing Order, a "business day" shall mean a day other than a Saturday or Sunday on which banks are open for general business inthe Netherlands ,Norway , Jersey,Sweden andthe United States . The Offeror hereby announces the Standing Order to acquire Meltwater shares not already held by the Offeror or any of its affiliates against a price equal to the cash consideration ofNOK 18 per Meltwater share. The deadline for accepting the Standing Order is1 August 2023 , at 16:30 (CEST), unless the Standing Order is extended by the Offeror. Meltwater shareholders holding shares in the CSD who wish to accept the Standing Order must complete and submit the attached form A, and Meltwater shareholders holding shares in the Company's local shareholder register who wish to accept the Standing Order must complete and submit the attached form B, toCarnegie AS by no later than1 August 2023 , at 16:30 (CEST), in accordance with the instructions set out in the relevant form. The attached form A and B are also made available at, and may be downloaded from, www.carnegie.no/ongoing-prospectuses-and-offerings. Settlement to Meltwater shareholders having accepted the Standing Order will be made on or about the third business day after the expiry of the Standing Order period. Following settlement of the Standing Order, the Offeror will implement the Post-Closing Restructuring by effecting the Merger, Share Sale and Liquidation, as further described in section 3.4.10.3 of the Offer Document. As further described in section 3.4.10.3 of the Offer Document, Meltwater shareholders who do not accept the standing order will, as a first step and pursuant to the merger between Meltwater (as disappearing company),Meltwater SubCo B.V. (as acquiring company) andMeltwater HoldCo B.V. (the "Merger"), be allotted shares inMeltwater HoldCo B.V. (equal to the number of shares that such shareholder held in Meltwater immediately prior to the Merger). Following the Merger,Meltwater HoldCo B.V. will sell and transfer all shares inMeltwater SubCo B.V. to the Offeror (the "Share Sale"). As soon as possible after the Share Sale, each shareholder ofMeltwater HoldCo B.V. (i.e., being the Meltwater shareholders who do not accept the standing order) will receive the Advance Liquidation Distribution in connection with the Post-Closing Restructuring, which may entail tax consequences for the relevant shareholders. The Advance Liquidation Distribution is generally subject to 15% Dutch dividend withholding tax to the extent such distributions in respect of each of the shares inMeltwater HoldCo B.V. exceed the average paid-in capital (as recognised for Dutch dividend withholding tax purposes) of such shares inMeltwater HoldCo B.V. Therefore,Meltwater Holdco B.V. may withhold up to 15% (standard) withholding tax on all Advance Liquidation Distributions, and shall adhere to the formalities that apply for qualifying such Advance Liquidation Distribution as a repayment of fiscally recognised capital to the maximum extent possible. Shareholders ofMeltwater HoldCo B.V. (i.e., being the Meltwater shareholders who do not accept the standing order) can then individually apply for a refund or reduction of the withholding taxes depending on their specific situation. AdvisorsJ.P. Morgan Securities plc andDNB Markets , a part ofDNB Bank ASA , are serving as financial advisors to Meltwater. Schjødt, Houthoff andDLA Piper are acting as legal advisors to Meltwater.Carnegie AS is acting as financial advisor to the Offeror, Altor and Marlin, in connection with the Offer, and as receiving agent in connection with the settlement of the Offer.Advokatfirmaet Thommessen AS andFreshfields Bruckhaus Deringer LLP are acting as legal advisors to Altor.Advokatfirmaet Wiersholm AS ,Goodwin Procter LLP andAKD N.V. are acting as legal advisor to Marlin. For further information, please contact:Meltwater N.V. Brinlea Johnson (Investor Relations and Media Contact New York) ir@meltwater.comElise Heidenreich (Investor Relations and Media Contact Oslo) eh@meltwater.comMW Investment B.V. Carnegie AS meltwater@carnegie.no About Meltwater Meltwater provides social and media intelligence. By examining millions of posts each day from social media platforms, blogs and news sites, Meltwater helps companies make better, more informed decisions based on insight from the outside. The company was founded inOslo, Norway , in 2001 and now has 50 offices across six continents. The company has ~2,300 employees and 27,000 corporate customers, including industry leaders in several sectors. Learn more at meltwater.com. AboutMW Investment B.V. MW Investment B.V. (the "Offeror") is a newly incorporated private limited company incorporated and registered under the laws ofthe Netherlands acting as special purpose acquisition vehicle in connection with the Offer and will be indirectly majority owned by Altor and Marlin. Following settlement of the Offer, the Offeror will also be indirectly owned by Fountain Venture AS, and any other minority shareholders who have opted for the roll-over alternatives and been allocated Consideration Shares (as more fully described in the Offer Document). About Altor Since inception, the family of Altor funds has raised someEUR 8.3 billion in total commitments. The funds have invested in around 90 companies as well as many add-on acquisitions, generating consistently strong returns. The investments have been made in medium sized predominantly Nordic companies with the aim to create value through growth initiatives and operational improvements. Among current and past investments are QNTM, ARC, Silo AI, Dustin,Navico ,Sbanken ,Rossignol , Helly Hansen andSATS . For more information visit www.altor.com. AboutMarlin Equity Partners Marlin Equity Partners is a global investment firm with over$8.5 billion of capital under management. The firm is focused on providing corporate parents, shareholders and other stakeholders with tailored solutions that meet their business and liquidity needs. Marlin invests in businesses across multiple industries where its capital base, industry relationships and extensive network of operational resources significantly strengthen a company's outlook and enhance value. Since its inception, Marlin, through its group of funds and related companies, has successfully completed over 200 acquisitions. The firm is headquartered inLos Angeles, California with an additional office inLondon . For more information, please visit www.marlinequity.com. Important notice This information is subject to the disclosure requirements pursuant to Section 5-12 the Norwegian Securities Trading Act. The Standing Order and the distribution of this announcement, and other information in connection with the Standing Order, may be restricted by law in certain jurisdictions. This announcement is not for distribution in any jurisdiction where the Standing Order and/or such distribution would be unlawful. The Offeror assume no responsibility in the event there is a violation by any person of such restrictions. The information in this announcement does not constitute an offer in any such jurisdiction. Persons into whose possession this release comes should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. This announcement does not constitute an offer for sale of, or a solicitation of an offer to purchase or subscribe for, any securities. The information contained in this announcement is for informational purposes only and does not purport to be full or complete. Neither the Offeror, Altor, Marlin, Meltwater nor any of their advisors and/or any of their affiliates or any of their respective directors, officers, employees, advisers, agents or any other person(s) accept any responsibility or liability whatsoever for, or make any representation or warranty, express or implied, as to the accuracy, completeness or fairness of the information or opinions in this announcement (or whether any information has been omitted from this announcement) or any other information relating the Offer, the Standing Order, the Offeror or Meltwater. The release is not for publication or distribution, in whole or in part directly or indirectly, in or into any jurisdiction in which the distribution or release would be unlawful. This release is an announcement issued pursuant to legal information obligations, and is subject of the disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act. It is issued for information purposes only, and does not constitute or form part of any offer to sell or purchase, or solicitation to purchase or subscribe for any securities in any jurisdiction. Copies of this announcement are not being made and may not be distributed or sent into any jurisdiction in which the distribution or release would be unlawful.
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