NOT FOR DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO AUSTRALIA,
CANADA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE
WOULD BE UNLAWFUL.
Høvik, 26 September 2022: Visma Norge Holding AS, a wholly owned subsidiary of
Visma AS ("Visma" or the "Offeror") and House of Control Group AS ("House of
Control" or the "Company") hereby announce that Visma contemplates launching a
voluntary cash offer to acquire all outstanding shares of House of Control at a
price of NOK 11.20 per share (the "Offer"). The Board of Directors (The "Board")
of House of Control has unanimously decided to recommend the shareholders of the
Company to accept the Offer. The Offer is a result of a strategic process
conducted by the Board of House of Control in consultation with ABG Sundal
Collier ASA and Pareto Securities AS, with Visma proving to be the most
attractive and preferred buyer.
As further described below, the Offeror and House of Control have entered into a
transaction agreement (the "Transaction Agreement") regarding the Offer, and the
Board has unanimously resolved that it will recommend the Offer. The Offeror has
received irrevocable pre-commitments to accept the Offer from Viking Venture AS,
Luxor Capital Group LP, Bjørk Invest AS, Dunvik AS (CEO Lasse Sten), NikFan AS
(CFO Carl Fabian Flaaten), FIWE AS and Akkar Invest AS, representing in total
33.84% of the issued share capital of House of Control. Except as further
detailed below, the pre-acceptances may not be withdrawn irrespective of whether
a competing offer is made.
The offer price of NOK 11.20 per share (the "Offer Price") values the total
share capital of the Company at a market capitalization of approximately NOK 689
million on a fully diluted basis.
The Offer Price represents:
- 58% above the 30-day volume weighted average price of NOK 7.1026 ending 23
September 2022