Offer document issued - Start of offer period for Visma's recommended voluntary cash offer to acquire all shares in House of Control Group AS
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.
Oslo, 28 September 2022
Reference is made to the joint announcement made by Visma Norge Holding AS
("Visma" or the "Offeror") and House of Control Group AS ("House of Control" or
the "Company") on 26 September 2022. Visma today announces its issue of the
offer document (the "Offer Document") and commencement of the offer period (the
"Offer Period") for the voluntary cash offer to acquire all outstanding shares
of House of Control Group AS (the "Shares") at a price of NOK 11.20 per Share
(the "Offer"). The Board of Directors of House of Control unanimously recommends
the shareholders of the Company to accept the Offer.
The Offer Document will be sent to all shareholders of House of Control as
registered in the Company's shareholder register in Euronext VPS as of the date
of the Offer Document, in jurisdictions where the Offer Document may be lawfully
The Offer Document will also be available at www.danskebank.no/HOC
The Offer Period will commence on 29 September 2022 and expire at 16:30 hours
(CET) on 31 October 2022, subject to extensions at the sole discretion of the
The terms and conditions of the Offer, including the procedures for how to
accept the Offer, are set out in the Offer Document.
Key terms of the Offer:
- An offer consideration of NOK 11.20 will be afforded in cash per Share,
subject to adjustment pursuant to the terms and conditions of the Offer.
- The Offer Period is from 29 September 2022 to and including 16.30 (CET) on 31
October 2022 (subject to extension).
- The receiving agent for the Offer is Danske Bank Norwegian branch.
Visma is a leading provider of mission-critical business software for a more
efficient and resilient society. By simplifying and automating the work of
companies and organisations of all sizes, Visma aims to improve people's
everyday lives. Visma currently has 15,000 employees, over 1.3 million customers
across the Nordics, Benelux, Central and Eastern Europe and Latin America,
generating revenues of EUR 2.1 billion in 2021.
The Offer and the distribution of this announcement and other information in
connection with the Offer may be restricted by law in certain jurisdictions. The
Offer Document and related acceptance forms will not and may not be distributed,
forwarded or transmitted into or within any jurisdiction where prohibited by
applicable law, including, without limitation, Canada, Australia and Japan. The
Offeror and House of Control assume no responsibility in the event there is a
violation by any person of such restrictions. Persons into whose possession this
announcement or such other information should come are required to inform
themselves about and to observe any such restrictions.
This announcement is not a tender offer document and, as such, does not
constitute an offer or the solicitation of an offer to acquire the Shares.
Investors may accept the Offer only on the basis of the information provided in
the 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 Norway.
Notice to U.S. Holders
U.S. Holders (as defined below) are advised that the Shares are not listed on a
U.S. securities exchange and that the Company is not subject to the periodic
reporting requirements of the U.S. Securities Exchange Act of 1934, as amended
(the "U.S. 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 Offer will be made to holders of Shares resident in the United States ("U.S.
Holders") on the same terms and conditions as those made to all other holders of
Shares in the Company to whom an offer is made. Any information documents,
including the Offer Document, will be disseminated to U.S. Holders on a basis
comparable to the method that such documents are provided to the Company's other
shareholders to whom an offer is made. The Offer will be made by the Offeror and
no one else. The Offer will be made to U.S. Holders pursuant to Section 14(e)
and Regulation 14E under the U.S. Exchange Act as a "Tier II" tender offer, and
otherwise in accordance with the requirements of Norwegian law. Accordingly, the
Offer will be subject to disclosure and other procedural requirements, including
with respect to the offer timetable, settlement procedures and timing of
payments, that are different from those that would be applicable under U.S.
domestic tender offer procedures and law.
Pursuant to an exemption from Rule 14e-5 under the U.S. Exchange Act, the
Offeror and its affiliates or brokers (acting as agents for the Offeror or its
affiliates, as applicable) may from time to time, and other than pursuant to the
Offer, directly or indirectly, purchase or arrange to purchase, Shares or any
securities that are convertible into, exchangeable for or exercisable for such
Shares outside the United States during the period in which the Offer remains
open for acceptance, so long as those acquisitions or arrangements comply with
applicable Norwegian law and practice and the provisions of such exemption. To
the extent information about such purchases or arrangements to purchase is made
public in Norway, such information will be disclosed by means of an English
language press release via an electronically operated information distribution
system though means reasonably calculated to inform U.S. Holders of such
information. In addition, the financial advisors to the Offeror may also engage
in ordinary course trading activities in securities of the Company, which may
include purchases or arrangements to purchase such securities.
Neither the SEC nor any securities supervisory authority of any state or other
jurisdiction in the United States has approved or disapproved the Offer or
reviewed it for its fairness, nor have the contents of the Offer Document or any
other documentation relating to the Offer been reviewed for accuracy,
completeness or fairness by the SEC or any securities supervisory authority in
the United States. Any representation to the contrary may constitute a criminal
offence in the United States.