Statement of the Board of Directors of Efecte Plc regarding the voluntary recommended public cash tender offer by Matrix42, a portfolio company of Corten Capital, acting through European 24 Bidco Oy
Efecte Plc -- Company Announcement -- January 29, 2024 at 10.00 a.m. EET
Statement of the Board of Directors of Efecte Plc regarding the voluntary recommended public cash tender offer by Matrix42, a portfolio company of Corten Capital, acting through European 24 Bidco Oy
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO AUSTRALIA, CANADA, HONG KONG, JAPAN, NEW ZEALAND OR SOUTH AFRICA OR IN ANY OTHER JURISDICTION IN WHICH THE TENDER OFFER WOULD BE PROHIBITED BY APPLICABLE LAW. SHAREHOLDERS AND HOLDERS OF STOCK OPTIONS IN THE UNITED STATES SHOULD ALSO REFER TO THE SECTION TITLED “INFORMATION FOR SHAREHOLDERS AND HOLDERS OF STOCK OPTIONS OF EFECTE IN THE UNITED STATES” AT THE END OF THIS RELEASE.
On January 18, 2024, European 24 Bidco Oy (the “Offeror”) announced that it will make a voluntary recommended public cash tender offer for all the issued and outstanding shares in Efecte Plc (“Efecte” or the “Company”) that are not held by Efecte or its subsidiaries (the “Shares” or, individually, a “Share”) and for all the issued and outstanding stock options in Efecte that are not held by Efecte or its subsidiaries (the “Stock Options” or, individually, a “Stock Option”) (the “Tender Offer”). The shareholders of Efecte (other than Efecte or its subsidiaries) will be offered a cash consideration of EUR 15.00 for each Share validly tendered in the Tender Offer (the “Share Offer Price”). The holders of the Stock Options will be offered a cash consideration for each Stock Option validly tendered as further described in section “Tender Offer in Brief — Consideration Offered” below.
The Board of Directors of the Company (the “Efecte Board”) has decided to issue the statement below regarding the Tender Offer as required by the Helsinki Takeover Code issued by the Securities Market Association (the “Takeover Code”).
Tender Offer in Brief
The Offeror is a private limited liability company incorporated and existing under the laws of Finland, that is directly wholly owned by Matrix42 Holding GmbH, a corporation incorporated and existing under the laws of Germany (“Matrix42”). Matrix42 is the holding entity of the Matrix42 Group headquartered in Frankfurt, which provides innovative software solutions for digital workspace experience management, unified endpoint management, and enterprise service management. Matrix42 is owned by funds advised by Corten Advisors UK LLP (“Corten Capital”), a private equity firm, incorporated and existing under the laws of the United Kingdom.
The Offeror and Efecte have on January 18, 2024 entered into a combination agreement (the “Combination Agreement”) pursuant to which the Offeror will make the Tender Offer for all of the Shares and Stock Options.
As at the date of this statement, Efecte has 6,452,424 issued shares, of which 6,446,542 are outstanding Shares and 5,882 of which are held in treasury, and a total of 610,720 outstanding Stock Options, comprising of 77,825 Stock Options 2018B, 103,750 Stock Options 2018C, 118,650 Stock Options 2021A, 24,000 Stock Options 2021A1, 128,145 Stock Options 2021B, 19,500 Stock Options 2021B1 and 138,850 Stock Options 2021C. As at the date of this statement, neither the Offeror nor Matrix42 nor Corten Capital hold any Shares nor Stock Options.
The Offeror, Matrix42 and Corten Capital, each respectively, reserve the right to acquire, or enter into arrangements to acquire, Shares and Stock Options before, during and/or after the offer period (including any extension thereof and any subsequent offer period) outside the Tender Offer in public trading on First North Growth Market Finland maintained by Nasdaq Helsinki Ltd (“Nasdaq First North”) or otherwise.
The Tender Offer will be made in accordance with the terms and conditions to be included in the tender offer document expected to be published by the Offeror on or about January 29, 2024 (the “Tender Offer Document”).
Consideration Offered
The Tender Offer was announced with a Share Offer Price of EUR 15.00 in cash for each Share validly tendered in the Tender Offer, subject to any adjustments as set out below.
The Share Offer Price represents a premium of approximately:
- 90.8 percent compared to EUR 7.86, i.e. the closing price of the Efecte share on Nasdaq First North on January 17, 2024, the last trading day immediately preceding the announcement of the Tender Offer;
- 96.3 percent compared to EUR 7.64, i.e. the three-month volume-weighted average trading price of the Efecte share on Nasdaq First North immediately preceding the announcement of the Tender Offer; and
- 83.4 percent compared to EUR 8.18, i.e. the six-month volume-weighted average trading price of the Efecte share on Nasdaq First North immediately preceding the announcement of the Tender Offer.
The price offered for each Stock Option validly tendered in the Tender Offer is EUR 10.00 in cash for each outstanding Stock Option 2018B (the “Option 2018B Offer Price”), EUR 10.61 in cash for each outstanding Stock Option 2018C (the “Option 2018C Offer Price”), EUR 0.01 in cash for each outstanding Stock Option 2021A (the “Option 2021A Offer Price”), EUR 0.01 in cash for each outstanding Stock Option 2021A1 (the “Option 2021A1 Offer Price”), EUR 3.77 in cash for each outstanding Stock Option 2021B (the “Option 2021B Offer Price”), EUR 3.77 in cash for each outstanding Stock Option 2021B1 (the “Option 2021B1 Offer Price”) and EUR 4.69 in cash for each outstanding Stock Option 2021C (the “Option 2021C Offer Price”, and together with the Option 2018B Offer Price, Option 2018C Offer Price, Option 2021A Offer Price, Option 2021A1 Offer Price, Option 2021B Offer Price and Option 2021B1 Offer Price, the “Option Offer Price”), subject to any adjustments as set out below.
The Share Offer Price has been determined based on 6,446,542 issued and outstanding Shares. The Option 2018B Offer Price has been determined based on 77,825 Stock Options 2018B issued and outstanding, the Option 2018C Offer Price has been determined based on 103,750 Stock Options 2018C issued and outstanding, the Option 2021A Offer Price has been determined based on 118,650 Stock Options 2021A issued and outstanding, the Option 2021A1 Offer Price has been determined based on 24,000 Stock Options 2021A1 issued and outstanding, the Option 2021B Offer Price has been determined based on 128,145 Stock Options 2021B issued and outstanding, the Option 2021B1 Offer Price has been determined based on 19,500 Stock Options 2021B1 issued and outstanding and the Option 2021C Offer Price has been determined based on 138,850 Stock Options 2021C issued and outstanding.
Should the Company change the number of the Shares that are issued and outstanding on the date of the Combination Agreement as a result of a new share issue, reclassification, stock split (including a reverse split) or any other similar transaction with dilutive effect other than as agreed to be permitted in relation to the Company’s existing share-based incentive schemes, or should the Company distribute a dividend or otherwise distribute funds or any other assets to its shareholders, or if a record date with respect to any of the foregoing occurs prior to any of the settlements of the completion trades (whether after the expiry of the offer period or any subsequent offer period) the Share Offer Price and the Option Offer Price payable by the Offeror will be reduced accordingly on a euro-for-euro basis.
First Fellow Oy, Oy Fincorp Ab, Markku Montonen, Chair of Efecte Board Pertti Ervi, member of Efecte Board Turkka Keskinen and all members of the Leadership Team of Efecte, including CEO Niilo Fredrikson, together representing approximately 26.4 percent of all Shares and votes in Efecte and 63.9 percent of the Stock Options, have irrevocably undertaken to accept the Tender Offer. These irrevocable undertakings will remain in force regardless of any superior competing offers and will terminate in case the Offeror announces that it will not pursue or complete (or will cancel) the Tender Offer or if the Offeror announces that it will waive the acceptance threshold of more than 90 percent of the Shares in such a manner that the Tender Offer could be completed at an acceptance threshold of less than two thirds of the Shares or that it will lower the acceptance threshold of the Tender Offer to less than two thirds of the Shares.
In addition, Aktia Nordic Micro Cap Fund, Ilmarinen Mutual Pension Insurance Company and Alcur Fonder AB, together representing approximately 15.8 percent of all Shares and votes in Efecte, have irrevocably undertaken to accept the Tender Offer. These irrevocable undertakings will terminate in case the Offeror announces that it will not pursue or complete (or will cancel) the Tender Offer, or in the event that a competing tender offer is announced by a third party with a consideration of at least 10 percent higher than the Share Offer Price and the Offeror does not within seven (7) business days match or exceed the consideration offered in such competing tender offer.
All irrevocable undertakings represent in aggregate approximately 44.1 percent of the Shares on a fully diluted basis (assuming full conversion of the Stock Options into shares in Efecte).
The completion of the Tender Offer is subject to the satisfaction or waiver by the Offeror of certain customary conditions on or prior to the Offeror’s announcement of the final results of the Tender Offer including, among others, that approvals by all necessary regulatory authorities have been received (or where applicable, the waiting periods have expired) and the Offeror having gained control to more than 90 percent of the Shares and votes in the Company on a fully diluted basis calculated in accordance with Chapter 18 Section 1 of the Finnish Limited Liability Companies Act (624/2006, as amended, the “Finnish Companies Act”).
The Offeror has received an equity commitment, as evidenced in the equity commitment letter from Corten Capital I, LP addressed to the Offeror and debt commitments, as evidenced in a debt commitment letter from Golub Capital LLC on behalf of certain of its affiliated, similarly managed and/or related funds and addressed to the Offeror and its indirect parent company, Neo Midco S.à r.l., in each case, to finance the Tender Offer at completion and compulsory redemption proceedings, if any, and the possible payment of a termination fee by the Offeror. Golub Capital LLC’s debt commitment to the Offeror and its indirect parent company, Neo Midco S.à r.l., has been committed on a customary European “certain funds” basis and the debt financing’s availability is subject only to the following limited conditions: (i) no event of default relating to non-payment, breach of certain major undertakings, major misrepresentation, cross default, certain insolvency proceedings (or certain similar proceedings), unlawfulness or repudiation and rescission of certain agreements, is continuing or would result from the drawdown; (ii) no event of illegality in respect of the lenders or certain change of control events having occurred; and (iii) the provision of certain customary documentary and commercial conditions precedent each of which is satisfied, in a customary form, or within the control of the Offeror. The Offeror’s obligation to complete the Tender Offer is not conditional upon availability of financing (assuming that all the conditions for the completion of the Tender Offer are otherwise satisfied or waived by the Offeror).
The offer period under the Tender Offer is expected to commence on or about January 30, 2024 and to expire on or about March 5, 2024, unless the offer period is discontinued in accordance with, and subject to, the terms and conditions of the Tender Offer and applicable laws and regulations or the Offeror extends the offer period in order to satisfy the conditions to completion of the Tender Offer, including, among others, the receipt of all necessary regulatory approvals (or expiry of regulatory waiting periods, as the case may be). To the Offeror’s knowledge, the Offeror is not under any obligation to obtain any approval from any regulatory authority for the completion of the Tender Offer other than an approval from the Ministry of Economic Affairs and Employment of Finland. Based on currently available information, the Offeror expects to obtain approval from the Ministry of Economic Affairs and Employment of Finland and to complete the Tender Offer at the end of the first quarter or at the beginning of the second quarter of 2024.
As announced in connection with the publication of the Tender Offer, the Combination Agreement includes customary provisions whereby the Efecte Board retains the right to withdraw, modify, cancel or amend and take actions contradictory to its recommendation to shareholders and holders of Stock Options to accept the Tender Offer in order to comply with the board’s fiduciary duties in case of receipt of a written competing proposal or announcement of a competing offer, which the Efecte Board has determined in good faith to constitute, when considered as a whole, a superior offer (both from financial and deliverability points of view to the Offeror’s Tender Offer), provided that the Efecte Board has (i) complied with its obligations in the Combination Agreement to not solicitate competing transactions, (ii) notified the Offeror of the Company’s receipt of the competing offer or competing proposal with reasonably detailed information about the competing offer or competing proposal (including the identity of the competing offeror, pricing, and other material terms and conditions, as well as any material revisions thereto), (iii) in good faith provided the Offeror with an opportunity to negotiate with the Efecte Board about matters arising from the competing offer or competing proposal, and (iv) given the Offeror at least seven (7) business days from the date of publishing the competing offer or from the date of the Offeror having been informed in writing of a serious competing proposal ready to be launched and of its material terms to enhance its Tender Offer as contemplated by the Combination Agreement.
The Efecte Board has seen it appropriate to agree to the non-solicitation undertaking, based on their assessment of the terms and conditions of the Tender Offer and the irrevocable undertakings provided by the Company’s significant shareholders to the Offeror, and also considering that the non-solicitation undertaking does not prevent the Efecte Board from complying with its fiduciary duties in a situation in which the Efecte Board has received a competing proposal or competing offer, or from complying with the applicable regulation otherwise.
Background for the Statement
Pursuant to the Takeover Code, the Efecte Board must issue a public statement regarding the Tender Offer.
The statement must include a well-founded assessment of the Tender Offer from the perspective of Efecte and its shareholders and holders of Stock Options as well as of the strategic plans presented by the Offeror in the Tender Offer Document and their likely effects on the operations of, and employment at, Efecte.
For the purposes of issuing this statement, the Offeror has submitted to the Efecte Board a draft version of the Finnish language Tender Offer Document on January 24, 2024 (the “Draft Tender Offer Document”).
In preparing its statement, the Efecte Board has relied on information provided in the Draft Tender Offer Document by the Offeror and certain other information provided by the Offeror and has not independently verified this information. Accordingly, the Efecte Board’s assessment of the consequences of the Tender Offer on Efecte’s business and employees should be treated with caution.
Assessment Regarding Strategic Plans Presented by the Offeror in the Draft Tender Offer Document and Their Likely Effects on the Operations of, and Employment at, Efecte
Information Given by the Offeror in the Draft Tender Offer Document
The Efecte Board has assessed the Offeror’s strategic plans based on the statements made in the Company’s and the Offeror’s announcement regarding the Tender Offer published on January 18, 2024 and the Draft Tender Offer Document.
Corten Capital acquired Matrix42 in July 2021 as a leading DACH-focused provider of a service management software suite, with the ambition to build a European service management champion with a broad set of solutions to automate and streamline complex workflows for customers within and beyond the IT function. With Corten Capital’s support, since 2021 Matrix42 has continued its strong organic growth across Germany, Austria and Switzerland as well as in France, Italy and other EMEA markets. Service management is a large, high-growth and fragmented market and Matrix42 is well positioned to continue to grow both organically and through strategic acquisitions.
Matrix42 views Efecte as a highly complementary acquisition due to its strong reputation, its leading position in the Nordic markets, its world-class team of service management professionals and its shared vision to build a European service management champion. Efecte has built a market-leading position in Finland since its foundation in 1998, and in recent years it has developed a growing commercial footprint in Sweden, Germany and Poland. Together, Matrix42 and Efecte will constitute a scaled European player in the service management market, with 550 employees serving over 4,750 customers across 30 countries.
Both Matrix42 and Efecte serve midmarket and enterprise customers requiring service management solutions with rich and extensive functionality adapted to their organizational needs. The two firms have an aligned strategy and complementary products and customers, and their combination will provide an enlarged market presence and enhanced resources for technology and product innovation. Matrix42 and Efecte will both continue to deliver their existing solutions to their respective customers and both remain committed to their innovation roadmaps for their respective product offerings. The combination will also enable Matrix42 and Efecte and their respective customers to benefit from complementary product capabilities over time. Together, Matrix42 and Efecte will have increased scale, talent and capital to pursue and accelerate their growth ambition.
Matrix42 seeks to acquire all Shares and Stock Options in Efecte and is making an offer to Efecte’s shareholders and holders of Stock Options. The Tender Offer enables the Company’s shareholders and holders of Stock Options to realize their held securities in Efecte at a premium of 90.8 percent compared to the closing price (EUR 7.86) of the Share on Nasdaq First North on January 17, 2024, the last trading day immediately preceding the announcement of the Tender Offer.
According to information provided by the Offeror, the completion of the Tender Offer is not expected to have any immediate material effects on the operations, the assets, the position of the management or employees, or the location of the offices of Efecte. However, as is customary, the Offeror intends to change the composition of the Efecte Board after the completion of the Tender Offer.
Board Assessment
The Efecte Board believes that the Offeror is well-positioned to support Efecte’s growth ambition, as Efecte and Matrix42 pursue similar missions to automate corporate service workflows by providing service management platforms, and considering Corten Capital’s considerable experience in the industry through its exclusive investment focus on B2B software, services and data.
The Efecte Board considers that the information on the Offeror’s strategic plans concerning Efecte included in the Draft Tender Offer Document is of a general nature. However, based on the information presented to Efecte and the Efecte Board, the Efecte Board believes that the completion of the Tender Offer is not expected to have any immediate material effects on Efecte’s operations or the position of the employees of Efecte.
On the date of this statement, the Efecte Board has not received from Efecte’s employees any formal statements as to the effects of the Tender Offer to the employment at Efecte.
Assessment Regarding Financing Presented by the Offeror in the Draft Tender Offer Document
Information Given by the Offeror in the Draft Tender Offer Document
The Efecte Board has assessed the Offeror’s financing based on the below statements made in the Offeror’s announcement regarding the Tender Offer published on January 18, 2024 and the Draft Tender Offer Document. Furthermore, the Company’s legal adviser Castrén & Snellman Attorneys Ltd has reviewed the Offeror’s principal financing documents.
Pursuant to the Draft Tender Offer Document, the Offeror has received an equity commitment, as evidenced in the equity commitment letter from Corten Capital I, LP addressed to the Offeror and debt commitments, as evidenced in a debt commitment letter from Golub Capital LLC on behalf of certain of its affiliated, similarly managed and/or related funds and addressed to the Offeror and its indirect parent company, Neo Midco S.à r.l., in each case, to finance the Tender Offer at completion and compulsory redemption proceedings, if any, and the possible payment of a termination fee by the Offeror. Golub Capital LLC’s debt commitment to the Offeror and its indirect parent company, Neo Midco S.à r.l., has been committed on a customary European “certain funds” basis and the debt financing’s availability is subject only to the following limited conditions: (i) no event of default relating to non-payment, breach of certain major undertakings, major misrepresentation, cross default, certain insolvency proceedings (or certain similar proceedings), unlawfulness or repudiation and rescission of certain agreements, is continuing or would result from the drawdown; (ii) no event of illegality in respect of the lenders or certain change of control events having occurred; and (iii) the provision of certain customary documentary and commercial conditions precedent each of which is satisfied, in a customary form, or within the control of the Offeror. The Offeror’s obligation to complete the Tender Offer is not conditional upon availability of financing (assuming that all the conditions for the completion of the Tender Offer are otherwise satisfied or waived by the Offeror).
The Offeror’s Representations and Warranties in the Combination Agreement
In the Combination Agreement, the Offeror represents and warrants, among other things, to Efecte that the Offeror has access to capital in a sufficient amount, as evidenced in, together, (i) the equity commitment letter and (ii) the debt commitment letters, in each case, delivered to the Company prior to the execution of the Combination Agreement, to finance the Tender Offer at completion and the compulsory redemption proceedings thereafter, if any. The Offeror’s obligation to complete the Tender Offer is not conditional upon availability of financing (assuming that all the conditions for the completion of the Tender Offer are otherwise satisfied or waived by the Offeror).
Board Assessment
Based on the information made available by the Offeror to the Company, the Efecte Board believes that the Offeror has secured necessary and adequate financing in sufficient amounts in the form of cash available under the equity and debt commitment letters in order to finance the Tender Offer at completion and compulsory redemption proceedings, if any, and the possible payment of a termination fee by the Offeror, in accordance with the requirement set out in Chapter 11, Section 9 of the Finnish Securities Markets Act.
Assessment of the Tender Offer from the Perspective of Efecte and its Shareholders and Holders of Option Rights
When evaluating the Tender Offer, analysing alternative opportunities available to Efecte and concluding on its statement, the Efecte Board has considered several factors, including, but not limited to, Efecte’s recent financial performance, current position and future prospects, the historical performance of the trading price of Efecte’s share, and the conditions for the Offeror to complete the Tender Offer.
The Efecte Board’s assessment of continuing the business operations of Efecte as an independent company has been based on reasonable future-oriented estimates, which include various uncertainties, whereas the Share Offer Price, the Option Offer Price and the premiums included therein are not subject to any uncertainty other than the fulfilment of the conditions to completion of the Tender Offer.
The Efecte Board received an opinion, dated January 18, 2024, from Efecte’s financial adviser, Carnegie Investment Bank AB, Finland Branch (“Carnegie”), to the effect that, as of the date of such opinion, the Share Offer Price to be paid to holders of Shares pursuant to the Tender Offer, was fair, from a financial point of view to such holders of Shares, which opinion was based upon and subject to the assumptions made, procedures followed, matters considered and limitations and qualifications on the review undertaken as more fully described in such opinion (the “Opinion”). The Opinion was provided for the use and benefit of the Efecte Board and does not constitute a recommendation as to whether any holders of Shares should tender such Shares in connection with the Tender Offer or how any holders of Shares should act in connection with the Tender Offer or any related matter. The complete Opinion is attached as Appendix 1 to this statement.
The Efecte Board believes that the Share Offer Price is fair to the shareholders and the Option Offer Price is fair to the holders of Stock Options based on its assessment of the matters and factors, which the Efecte Board has concluded to be material in evaluating the Tender Offer. These matters and factors include, but are not limited to:
- the information and assumptions on the business operations and financial condition of Efecte as at the date of this statement and their expected future development, including an assessment of expected risks and opportunities related to the implementation and execution of Efecte’s current strategy;
- the premium being offered for the Shares;
- the historical trading price of Efecte’s share;
- transaction certainty, and that the conditions of the Tender Offer are reasonable and customary;
- valuation multiples of Efecte’s share compared to the industry multiples before the announcement of the Tender Offer;
- valuations and analysis made and commissioned by the Efecte Board as well as discussions with an external financial adviser; and
- the Opinion issued by Carnegie.
In addition, the Efecte Board considers the Share Offer Price and the Option Offer Price levels as well as the shareholders’ support for the Tender Offer in the form of irrevocable undertakings (including the irrevocable undertakings together representing approximately 26.4 percent of all Shares and votes in Efecte and 63.9 percent of the Stock Options that will remain in force regardless of any superior competing offers subject to terms and conditions described above) to positively affect the ability of the Offeror to gain control of more than 90 percent of the Shares and, thereby, help successfully complete the Tender Offer.
The Efecte Board has concluded that the relevant business prospects of Efecte would provide opportunities for Efecte to develop its business as an independent company for the benefit of Efecte and its shareholders and holders of Stock Options. However, taking into consideration the risks and uncertainties associated with such stand-alone approach as well as the terms and conditions of the Tender Offer included in the Draft Tender Offer Document, the Efecte Board has concluded that the Tender Offer is a favourable alternative for the shareholders and holders of option rights.
Recommendation of the Efecte Board
The Efecte Board has carefully assessed the Tender Offer and its terms and conditions based on the Draft Tender Offer Document, the Opinion, and other available information. In line with the Helsinki Takeover Code, the Efecte Board has sought the best possible outcome for the Company’s shareholders by undertaking the measures needed to achieve as good offer as possible by also evaluating other alternatives as part of the assessment of the Tender Offer and the offer consideration.
Based on the foregoing, the Efecte Board considers that the Tender Offer and the amount of the Share Offer Price and Option Offer Price, under the prevailing circumstances, are fair to Efecte’s shareholders and holders of Stock Options.
Given the above-mentioned viewpoints, the Efecte Board unanimously recommends that the shareholders and holders of Stock Options of Efecte accept the Tender Offer.
All members of the Efecte Board have participated in the decision-making concerning the statement. The evaluation of independence of the members of the Efecte Board is available on the website of Efecte in https://investors.efecte.com/en/investors/corporate_governance/board_of_directors. The Chair of the Efecte Board Pertti Ervi and member of the Efecte Board Turkka Keskinen have signed irrevocable undertakings to accept the Tender Offer on the terms and conditions described above, but based on said Efecte Board members’ evaluation, this is not deemed to have an impact on their ability to review the Tender Offer unconstrained by undue influences.
Certain Other Matters
The Efecte Board notes that the transaction may, as is common in such processes, involve unforeseeable risks.
The Efecte Board notes that the shareholders and holders of Stock Options of Efecte should also take into account the potential risks related to non-acceptance of the Tender Offer. If the acceptance condition of more than 90 percent of the Shares and votes is waived, the completion of the Tender Offer would reduce the number of Efecte’s shareholders and the number of Shares, which would otherwise be traded on Nasdaq First North. Depending on the number of Shares validly tendered in the Tender Offer, this could have an adverse effect on the liquidity and value of the Shares. Furthermore, pursuant to the Finnish Companies Act, a shareholder that holds more than two-thirds of the shares and voting rights carried by the shares in a company has sufficient voting rights to decide upon certain corporate transactions, including, but not limited to, a merger of the company into another company, an amendment of the articles of association of the company, a change of domicile of the company and an issue of shares in the company in deviation from the shareholders’ pre-emptive subscription rights.
Pursuant to Chapter 18, Section 1 of the Finnish Companies Act, a shareholder that holds more than nine-tenths (9/10) of all shares and votes in a company shall have the right to acquire and, subject to a demand by other shareholders, also be obligated to redeem the shares owned by the other shareholders. In such case, the Shares held by Efecte’s shareholders, who have not accepted the Tender Offer, may be redeemed through redemption proceedings under the Finnish Companies Act in accordance with the conditions set out therein.
Efecte and the Offeror have undertaken to comply with the Helsinki Takeover Code referred to in Chapter 11, Section 28 of the Finnish Securities Markets Act.
This statement of the Efecte Board does not constitute investment or tax advice, and the Efecte Board does not specifically evaluate herein the general price development or the risks relating to the shares in general. Shareholders and holders of option rights must independently decide whether to accept the Tender Offer, and they should take into account all the relevant information available to them, including information presented in the Tender Offer Document and this statement as well as any other factors affecting the value of the shares.
Efecte has appointed Carnegie as its financial adviser and Castrén & Snellman Attorneys Ltd as its legal adviser in connection with the Tender Offer.
The Board of Directors of Efecte
Appendix 1: Opinion
Investor and Media enquiries:
For further information, please see the dedicated website at: https://efecte.tenderoffer.fi/en/
Efecte
Niilo Fredrikson
Tel. +358 50 356 7177
niilo.fredrikson@efecte.com
Certified Adviser of Efecte:
Evli Plc
Tel. +358 40 579 6210
ABOUT EFECTE
Efecte is a public limited liability company incorporated under the laws of Finland with its shares admitted to trading on Nasdaq First North. Efecte helps people digitalize and automate their work. Customers across Europe leverage Efecte’s cloud service to operate with greater agility, to improve the experience of end-users, and to save costs. The use cases for Efecte’s solutions range from IT service management and ticketing to improving employee experiences, business workflows, and customer service. Efecte is the European alternative to the global goliaths in Efecte’s space. Efecte’s headquarters is located in Finland and Efecte has regional hubs in Germany, Poland, Spain and Sweden.
ABOUT THE OFFEROR, MATRIX42 AND CORTEN CAPITAL
European 24 Bidco Oy is a private limited liability company incorporated and existing under the laws of Finland that is directly wholly owned by Matrix42 Holding GmbH. European 24 Bidco Oy has not previously conducted, and currently does not conduct, any business. European 24 Bidco Oy was formed to make the Tender Offer and its sole business purpose is to make the Tender Offer and to operate as the parent company of Efecte.
Matrix42, a corporation incorporated and existing under the laws of Germany, is the holding entity of the Matrix42 Group headquartered in Frankfurt, which provides innovative software solutions for digital workspace experience management, unified endpoint management, and enterprise service management. The company’s products and services empower organizations to improve IT efficiency, enhance end-user productivity, and enable digital transformation. With over 25 years of experience and a customer base spanning across various industries and regions, Matrix42 is trusted by enterprises worldwide for its reliable and comprehensive solutions. Matrix42 is a portfolio company of and is controlled by funds advised by Corten Capital. For further information, please visit www.matrix42.com.
Corten Capital is a specialist investment firm that partners with entrepreneurial management teams to build market leading, B2B software, services and information companies across Europe and North America. Corten Capital is backed by an exceptional group of university endowments, charitable foundations and family offices from North America, Europe, and Asia, who share its philosophy of investing for long term value creation through growth and innovation. Corten Advisors UK LLP is authorised and regulated by the Financial Conduct Authority in the UK. For further information, please visit www.cortencapital.com.
IMPORTANT INFORMATION
THIS RELEASE MAY NOT BE RELEASED OR OTHERWISE DISTRIBUTED, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO, AUSTRALIA, CANADA, HONG KONG, JAPAN, NEW ZEALAND OR SOUTH AFRICA OR IN ANY OTHER JURISDICTION IN WHICH THE TENDER OFFER WOULD BE PROHIBITED BY APPLICABLE LAW.
THIS RELEASE IS NOT A TENDER OFFER DOCUMENT AND AS SUCH DOES NOT CONSTITUTE AN OFFER OR INVITATION TO MAKE A SALES OFFER. IN PARTICULAR, THIS RELEASE IS NOT AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY SECURITIES DESCRIBED HEREIN, AND IS NOT AN EXTENSION OF THE TENDER OFFER, IN, AUSTRALIA, CANADA, HONG KONG, JAPAN, NEW ZEALAND OR SOUTH AFRICA. INVESTORS SHALL ACCEPT THE TENDER OFFER FOR THE SHARES AND STOCK OPTIONS ONLY ON THE BASIS OF THE INFORMATION PROVIDED IN A TENDER OFFER DOCUMENT. OFFERS WILL NOT BE MADE DIRECTLY OR INDIRECTLY IN ANY JURISDICTION WHERE EITHER AN OFFER OR PARTICIPATION THEREIN IS PROHIBITED BY APPLICABLE LAW OR WHERE ANY TENDER OFFER DOCUMENT OR REGISTRATION OR OTHER REQUIREMENTS WOULD APPLY IN ADDITION TO THOSE UNDERTAKEN IN FINLAND.
THE TENDER OFFER IS NOT BEING MADE DIRECTLY OR INDIRECTLY IN ANY JURISDICTION WHERE PROHIBITED BY APPLICABLE LAW AND THE TENDER OFFER DOCUMENT AND RELATED ACCEPTANCE FORMS WILL NOT AND MAY NOT BE DISTRIBUTED, FORWARDED OR TRANSMITTED INTO OR FROM ANY JURISDICTION WHERE PROHIBITED BY APPLICABLE LAWS OR REGULATIONS. IN PARTICULAR, THE TENDER OFFER IS NOT BEING MADE, DIRECTLY OR INDIRECTLY, IN OR INTO, OR BY USE OF THE POSTAL SERVICE OF, OR BY ANY MEANS OR INSTRUMENTALITY (INCLUDING, WITHOUT LIMITATION, FACSIMILE TRANSMISSION, TELEX, TELEPHONE OR THE INTERNET) OF INTERSTATE OR FOREIGN COMMERCE OF, OR ANY FACILITIES OF A NATIONAL SECURITIES EXCHANGE OF, AUSTRALIA, CANADA, HONG KONG, JAPAN, NEW ZEALAND OR SOUTH AFRICA. THE TENDER OFFER CANNOT BE ACCEPTED, DIRECTLY OR INDIRECTLY, BY ANY SUCH USE, MEANS OR INSTRUMENTALITY OR FROM WITHIN, AUSTRALIA, CANADA, HONG KONG, JAPAN, NEW ZEALAND OR SOUTH AFRICA AND ANY PURPORTED ACCEPTANCE OF THE TENDER OFFER RESULTING DIRECTLY OR INDIRECTLY FROM A VIOLATION OF THESE RESTRICTIONS WILL BE INVALID.
THIS RELEASE HAS BEEN PREPARED IN COMPLIANCE WITH FINNISH LAW, THE RULES OF NASDAQ FIRST NORTH AND THE HELSINKI TAKEOVER CODE AND THE INFORMATION DISCLOSED MAY NOT BE THE SAME AS THAT WHICH WOULD HAVE BEEN DISCLOSED IF THIS ANNOUNCEMENT HAD BEEN PREPARED IN ACCORDANCE WITH THE LAWS OF JURISDICTIONS OUTSIDE OF FINLAND.
Information for shareholders and holders of Stock Options of Efecte in the United States
Shareholders and holders of Stock Options of Efecte in the United States are advised that the Shares or Stock Options are not listed on a U.S. securities exchange and that Efecte is not subject to the periodic reporting requirements of the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”), and is not required to, and does not, file any reports with the U.S. Securities and Exchange Commission (the “SEC”) thereunder.
The Tender Offer will be made for the Shares and Stock Options of Efecte, which is domiciled in Finland, and is subject to Finnish disclosure and procedural requirements. The Tender Offer is expected to be made in the United States pursuant to Section 14(e) of, and Regulation 14E, under the Exchange Act, subject to the exemption provided under Rule 14d-1(d) under the Exchange Act, for a Tier II tender offer and otherwise in accordance with the disclosure and procedural requirements of Finnish law, including with respect to the Tender Offer timetable, settlement procedures, withdrawal, waiver of conditions and timing of payments, which are different from those applicable under the tender offer procedures and laws of the United States for domestic offers. In particular, the financial information included in this announcement has been prepared in accordance with applicable accounting standards in Finland, which may not be comparable to the financial statements or financial information of U.S. companies. The Tender Offer is made to Efecte’s shareholders and holders of Stock Options resident in the United States on the same terms and conditions as those made to all other shareholders and holders of Stock Options of Efecte to whom an offer is made. Any informational documents, including this announcement, are being disseminated to U.S. shareholders and holders of Stock Options on a basis comparable to the method that such documents are provided to Efecte’s other shareholders and holders of Stock Options.
To the extent permissible under applicable law or regulations, the Offeror and its affiliates or its brokers and its brokers’ affiliates (acting as agents for the Offeror or its affiliates, as applicable) may from time to time after the date of this release and during the pendency of the Tender Offer, and other than pursuant to the Tender Offer, directly or indirectly purchase or arrange to purchase Shares or any securities that are convertible into, exchangeable for or exercisable for Shares. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices, and the consideration in the Tender Offer must be increased to match any such consideration paid outside the Tender Offer. To the extent information about such purchases or arrangements to purchase is made public in Finland, such information will be disclosed by means of a press release or other means reasonably calculated to inform U.S. shareholders and holders of Stock Options of Efecte of such information. In addition, the financial adviser to the Offeror may also engage in ordinary course trading activities in securities of Efecte, which may include purchases or arrangements to purchase such securities. To the extent required in Finland, any information about such purchases will be made public in Finland in the manner required by Finnish law.
Neither the SEC nor any U.S. state securities commission has approved or disapproved the Tender Offer, passed upon the merits or fairness of the Tender Offer, or passed any comment upon the adequacy, accuracy or completeness of the disclosure in relation to the Tender Offer. Any representation to the contrary is a criminal offence in the United States.
The receipt of cash pursuant to the Tender Offer by a U.S. holder of Shares or Stock Options may be a taxable transaction for U.S. federal income tax purposes and under applicable U.S. state and local, as well as foreign and other, tax laws. Each holder of Shares or Stock Options is urged to consult its independent professional advisers immediately regarding the tax and other consequences of accepting the Tender Offer.
To the extent the Tender Offer is subject to U.S. securities laws, those laws only apply to U.S. holders of Shares or Stock Options, and will not give rise to claims on the part of any other person. It may be difficult for Efecte’s shareholders or holders of Stock Options to enforce their rights and any claims they may have arising under the U.S. federal securities laws, since the Offeror and Efecte are located in non-U.S. jurisdictions and some or all of their respective officers and directors may be residents of non-U.S. jurisdictions. Efecte’s shareholders or holders of Stock Options may not be able to sue the Offeror or Efecte or their respective officers or directors in a non-U.S. court for violations of the U.S. federal securities laws. It may be difficult to compel the Offeror and Efecte and their respective affiliates to subject themselves to a U.S. court’s judgment.
Forward-looking statements
This release contains statements that, to the extent they are not historical facts, constitute “forward-looking statements”. Forward-looking statements include statements concerning plans, expectations, projections, objectives, targets, goals, strategies, future events, future revenues or performance, capital expenditures, financing needs, plans or intentions relating to acquisitions, competitive strengths and weaknesses, plans or goals relating to financial position, future operations and development, business strategy and the trends in the industries and the political and legal environment and other information that is not historical information. In some instances, they can be identified by the use of forward-looking terminology, including the terms “believes”, “intends”, “may”, “will” or “should” or, in each case, their negative or variations on comparable terminology. By their very nature, forward-looking statements involve inherent risks, uncertainties and assumptions, both general and specific, and risks exist that the predictions, forecasts, projections and other forward-looking statements will not be achieved. Given these risks, uncertainties and assumptions, investors are cautioned not to place undue reliance on such forward-looking statements. Any forward-looking statements contained herein speak only as at the date of this release.
Disclaimer
Danske Bank A/S is authorised under Danish banking law. It is subject to supervision by the Danish Financial Supervisory Authority. Danske Bank A/S is a private, limited liability company incorporated in Denmark with its head office in Copenhagen where it is registered in the Danish Commercial Register under number 61126228.
Danske Bank A/S (acting via its Finland Branch) is acting as a financial adviser to the Offeror and no other person in connection with these materials or their contents. Danske Bank A/S will not be responsible to any person other than the Offeror for providing any of the protections afforded to clients of Danske Bank A/S, nor for providing any advice in relation to any matter referred to in these materials. Without limiting a person’s liability for fraud, Danske Bank A/S, nor any of its affiliates nor any of its respective directors, officers, representatives, employees, advisers or agents shall have any liability to any other person (including, without limitation, any recipient) in connection with the Tender Offer.
Carnegie Investment Bank AB (publ), which is authorised and regulated by the Swedish Financial Supervisory Authority (Finansinspektionen), is acting through its Finland Branch (“Carnegie”). The Finland branch is authorised by the Swedish Financial Supervisory Authority and subject to limited regulation by the Finnish Financial Supervisory Authority (Finanssivalvonta). Carnegie is acting exclusively for Efecte Plc and no one else in connection with the Tender Offer and the matters set out in this announcement. Neither Carnegie nor its affiliates, nor their respective partners, directors, officers, employees or agents are responsible to anyone other than Efecte Plc for providing the protections afforded to clients of Carnegie, or for giving advice in connection with the Tender Offer or any matter or arrangement referred to in this announcement.