Statement by the independent bid committee of Pagero in relation to the public offer from Thomson Reuters of SEK 40 per share
The independent bid committee of the Board of Directors of Pagero unanimously recommends the shareholders of Pagero to accept the public offer made by Thomson Reuters. Simultaneously, the Bid Committee unanimously withdraws its recommendation of 13 December 2023 to accept the public offer made by Vertex.
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").
Thomson Reuters Corporation, through its wholly-owned subsidiary Thomson Reuters Finance1 ("Thomson Reuters") has today, through a press release, announced a public offer to the shareholders of Pagero to acquire all outstanding shares in Pagero. Thomson Reuters offers the shareholders in Pagero a cash consideration of SEK 40 for each share in Pagero.
The offered price by Thomson Reuters of SEK 40 per share exceeds the offered price of SEK 36 by Vertex Inc., through the wholly-owned subsidiary Goldcup 34190 AB ("Vertex"), in its public takeover offer for all shares in Pagero that was announced on 13 December 2023, with an amount of SEK 4 per share (corresponding to approximately 11 per cent).
The acceptance period for Thomson Reuters' offer is expected to commence on or around 12 January 2024 and end on or around 9 February 2024. Completion of the offer is conditional upon, inter alia, the offer being accepted to such an extent that Thomson Reuters becomes the owner of more than 90 per cent of the total number of shares in Pagero (on a fully diluted basis) and that, with respect of the offer and the acquisition of Pagero, the receipt of all necessary regulatory, governmental or similar clearances, approvals and decisions, in each case on terms which, in Thomson Reuters’ opinion, are acceptable. Thomson Reuters has reserved the right to fully or partially waive these conditions and other conditions for completion of the offer.
Considering that Thomson Reuters in its contacts with the Bid Committee indicated a bid level per share exceeding SEK 36, the Bid Committee has allowed Thomson Reuters to conduct a limited due diligence review of Pagero in connection with its preparations for the offer. In connection with this review, Thomson Reuters has met with Pagero's management. Thomson Reuters has not received any inside information from Pagero in connection with its due diligence review.
For further information regarding Thomson Reuters' offer, please refer to the press release announced by Thomson Reuters today and the offer document in respect of the offer, which will be published prior to the commencement of the acceptance period.
Pagero's largest shareholders Summa Equity and CEO Bengt Nilsson, that in total hold approximately 40.4 per cent of the outstanding shares and votes in Pagero, have undertaken to accept Vertex's offer, conditional upon that no other party announces a competing offer not later than six business days prior to the expiry of the acceptance period in Vertex' offer (or, in the event of any extensions thereof, not later than six business days prior to the expiry of any such extended acceptance period), at a price per share exceeding the price in Vertex' offer and Vertex does not, within five business days of the announcement of such competing offer, announce an increase of its offer so that the increased offer price per share matches or exceeds the offer price per share under the competing offer.
Lazard is financial advisor and Cederquist is legal advisor to Pagero's Bid Committee.
The Bid Committee's recommendation
The board members Bengt Nilsson, Birger Steen and Christian Melby have, due to the above-mentioned undertakings to accept Vertex' offer, not participated and will not participate in the Board of Directors' handling of, or decisions on, bid related matters2. 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.
In evaluating Thomson Reuters' offer, the Bid Committee has considered the same relevant factors and the valuation methods as it did in evaluating Vertex's offer. For information thereof, please refer to the reasoning set out in the Bid Committee's statement regarding Vertex's offer, announced on 13 December 2023. The Bid Committee also notes that Thomson Reuters' offer exceeds Vertex's offer by approximately 11 per cent.
The Bid Committee considers the terms of Thomson Reuters' offer to be at such levels that the overall assessment is that the consideration in the offer will adequately compensate the Company's shareholders, also taking into account the time it takes to implement the Company's business plan, and thereto related risks. The Bid Committee further notes that EY, in its fairness opinion announced on 13 December 2023 in relation to Vertex' offer, considered an offer level of SEK 36 per share in Pagero (hence, lower than Thomson Reuters' offered price of SEK 40 per share in Pagero) to be fair to the shareholders of Pagero from a financial point of view.
On this basis, the Bid Committee unanimously recommends the shareholders of Pagero to accept Thomson Reuters' offer. Simultaneously, the Bid Committee unanimously withdraws its recommendation of 13 December 2023 to accept Vertex' offer.
Impact on Pagero and its employees
Under the Takeover Rules, the Bid Committee shall, based on the statements made by Thomson Reuters 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 Thomson Reuters' 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, Thomson Reuters has stated the following in respect of the employees and management of Pagero:
"Thomson Reuters aims to establish an organization that capitalizes on the combined expertise and resources, recognizing Pagero's unique strengths and talented team. Completion of the Offer is not expected to entail any significant changes regarding Pagero’s employees and management (including their terms of employment) nor for the existing organization and operations, including effects on the employment rate and the sites where Pagero currently conducts business."
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, 11 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 information is information that Pagero Group AB (publ) is obliged to make public pursuant to the EU Market Abuse Regulation 596/2014. The information was submitted for publication, through the agency of the contact persons set out above, at 07:00 CET on 11 January 2024.
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“Thomson Reuters Finance” refers to Thomson Reuters Finance S.A., a Luxembourg société anonyme with company registration number RC B 45994.
2Summa Equity has, on the conditions set out above, undertaken towards Vertex to accept Vertex’s offer in relation to all shares Summa Equity holds (indirectly via Vålåuggen Invest AB) in Pagero and Pagero’s board members Birger Steen and Christian Melby each has close connections with Summa Equity. Pagero’s CEO and board member Bengt Nilsson has also undertaken, on the conditions set out above, towards Vertex to accept Vertex’s offer in relation to all shares he holds (indirectly via Greenfield AB and Norelia AB) in Pagero. Taking into account the contractual relationship between Vertex and Bengt Nilsson and Summa Equity respectively and the Takeover Rules, neither Bengt Nilsson, Birger Steen nor Christian Melby have participated, or will participate, in Pagero’s Board of Director’s handling of or decisions in matters related to Thomson Reuters’ offer or Vertex’s offer.