Statement by the independent bid committee of Pagero in relation to the public offer from Avalara, Inc. of SEK 45 per share
The independent bid committee of the Board of Directors of Pagero unanimously recommends the shareholders of Pagero not to accept the public offer made by Avalara, Inc.
Background
This statement is made by the independent bid committee (the "Bid Committee") of the Board of Directors of Pagero Group AB (publ) ("Pagero" or the "Company") pursuant to section II.19 of the Takeover rules for certain trading platforms (the "Takeover Rules").
On 12 January 2024, Avalara, Inc.1, acting through Loki BidCo AB2, ("Avalara") announced a public offer to the shareholders of Pagero to acquire all outstanding shares in Pagero for a consideration of SEK 45 in cash per share in Pagero. For further information regarding Avalara's offer, please refer to the website prepared by Avalara: www.pagero-offer.com.
Today, on 15 January 2024, Thomson Reuters Corporation, through its wholly-owned subsidiary Thomson Reuters Finance3 ("Thomson Reuters"), announced an increase of the consideration under the public offer to the shareholders of Pagero that Thomson Reuters announced on 11 January 2024, to SEK 50 in cash per share and further that the offer had been declared unconditional and that Thomson Reuters had acquired in total approx. 53.81 per cent of the shares and votes in Pagero. For further information regarding Thomson Reuters' offer, please refer to the website prepared by Thomson Reuters: www.business-network-offer.com.
Lazard is financial advisor and Cederquist is legal advisor to Pagero's Bid Committee.
The Bid Committee's recommendation and evaluation of Avalara's offer
The board members Bengt Nilsson, Birger Steen and Christian Melby have, due to previous undertakings to accept Vertex Inc.'s ("Vertex") offer for all shares in Pagero (which was announced on 13 December 2023 and that now has been withdrawn according to a press release on 14 January 2024) and due to the sale of shares to Thomson Reuters, not participated and will not participate in the Board of Directors' handling of, or decisions on, bid related matters4. Instead, as previously announced, the Bid Committee was formed to manage bid related matters, consisting of the four remaining board members Fredrik vom Hofe, Karin Sandsjö, Mats Ryding and Marianne K. Knudsen. Fredrik vom Hofe is the chairman of the Bid Committee.
The Bid Committee has unanimously decided to recommend the shareholders of Pagero to accept the increased public offer made by Thomson Reuters. For more information about the reasons for the Bid Committee's recommendation thereof, please refer to the Bid Committee's statement in relation to Thomson Reuters' increased offer that was announced earlier today through a separate press release, which is available at www.pagero.com.
On this basis, the Bid Committee unanimously recommends the shareholders of Pagero not to accept Avalara's offer.
Under the Takeover Rules, the Bid Committee shall, based on the statements made by Avalara in its announcement of the offer, present its opinion regarding the impact that the implementation of the offer may have on Pagero, particularly in terms of employment, and its opinion regarding Avalara's strategic plans for Pagero and the effects it is anticipated that such plans will have on employment and on the places in which Pagero conducts its business. In its offer announcement, Avalara has stated the following in respect of the employees and management of Pagero:
"Avalara and Vista Equity Partners are impressed with the strength of the executive management team of Pagero and believe that they, together with other employees of the Company, have played a key role in the Company's growth to date. Loki BidCo's plans for the future business and general strategy of Pagero, as described above, does not currently include any material changes with regard to Pagero's operational sites, its management and employees, including their terms of employment."
The Bid Committee 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 Swedish law. Disputes arising from this statement shall be settled exclusively by Swedish courts.
Gothenburg, 15 January 2024
Pagero Group AB (publ)
The Bid Committee
For more information, please contact:
Fredrik vom Hofe, Deputy Chairman of the Board of Directors and Chairman of the Bid Committee
Oscar Wegland, Chief Marketing Officer, +46733620060, [email protected]
This statement has been published in a Swedish and an English version. In case of any discrepancies between the Swedish and the English version, the Swedish version shall prevail.
About Pagero
Pagero provides a Smart Business Network that connects buyers and sellers for automated, compliant, and secure exchange of orders, invoices, payment instructions and other business documents. With an open network and a wide range of value-added apps, Pagero helps businesses streamline their order-to-cash and purchase-to-pay processes while unlocking the full potential of accurate and reliable business data. All of this, regardless of location, industry, size or systems.
Pagero's share is traded on Nasdaq First North Growth Market under ticker PAGERO and ISIN SE0016830517.
Carnegie Investment Bank AB (publ) is Certified Adviser.
Find out more on www.pagero.com.
1 Avalara, Inc., with corporate registration number 601973642, is a Washington corporation domiciled in the United States, and controlled by Vista Equity Partners.
2 Loki BidCo AB is a private limited liability company with corporate registration number 559430-7448, domiciled in Stockholm, Sweden.
3 “Thomson Reuters Finance” refers to Thomson Reuters Finance S.A., a Luxembourg société anonyme with company registration number RC B 45994.
4 Pagero’s board members Birger Steen and Christian Melby each has close connections with Summa Equity that had previously undertaken towards Vertex to accept Vertex’ offer in relation to all shares Summa Equity held in Pagero (indirectly via Vålåuggen Invest AB) and that now has sold all its shares in Pagero to Thomson Reuters. Pagero’s CEO and board member Bengt Nilsson had also previously undertaken towards Vertex to accept Vertex’s offer in relation to all shares he held in Pagero (indirectly via Greenfield AB and Norelia AB) and has now sold all his shares in Pagero to Thomson Reuters. Neither Bengt Nilsson, Birger Steen nor Christian Melby have therefore participated, or will participate, in Pagero’s Board of Director’s handling of or decisions in offer related matters.
