BasWare - Tender offer

Preliminary result of Sapphire BidCo Ltd's voluntary recommended public cash tender offer for all the shares in Basware Corporation

Basware Corporation, stock exchange release, 22 June 2022 at 3:10 p.m. EEST

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.

On 26 April 2022, Sapphire BidCo Ltd (the “Offeror”) commenced a voluntary
recommended public cash tender offer to acquire all of the issued and
outstanding shares in Basware Corporation (“Basware” or the “Company”) that are
not held by Basware or any of its subsidiaries (the “Shares” or, individually, a
“Share”) (the “Tender Offer”). The offer period for the Tender Offer commenced
on 26 April 2022, at 9:30 a.m. (Finnish time) and expired on 21 June 2022, at
4:00 p.m. (Finnish time).

Based on the preliminary result of the Tender Offer, the 11,189,978 Shares
tendered in the Tender Offer represent approximately 77.4 per cent of all the
Shares and voting rights carried by the Shares in Basware and, together with the
total of 1,882,818 Shares held by Long Path (as defined below) and 680,948
Shares held by Briarwood (as defined below) that they have irrevocably
undertaken to exchange for securities in the Offeror's affiliated entity, Topaz
MidCo Ltd (“Topaz”), upon the completion of the Tender Offer having been
confirmed and 1,000 warrants held by Briarwood (the “Warrants”) which entitle it
to subscribe for a total maximum number of 1,003,000 new shares in Basware and
which it has undertaken to exercise upon the completion of the Tender Offer
having been confirmed and to then exchange Shares so subscribed for securities
in Topaz, or to exchange the Warrants for securities in Topaz, represent, on a
fully diluted basis, approximately 95.5 per cent of all the Shares and voting
rights carried by the Shares in Basware.

The Offeror will confirm and announce the final result of the Tender Offer on or
about 27 June 2022. Provided that the final results of the Tender Offer confirm
that the Shares tendered into the Tender Offer represent, together with any
Shares otherwise held by the Offeror or the Consortium Members (as defined
below) and any Shares that may be received upon exercise of the Warrants by the
Offeror or the Consortium Members (as defined below), on a fully diluted basis,
more than 90 percent of all the outstanding Shares and votes in Basware and all
other conditions to completion of the Tender Offer, as set forth in the terms
and conditions of the Tender Offer, continue to be fulfilled at such time or are
waived, the Offeror will complete the Tender Offer in accordance with its terms
and conditions. Provided that the Tender Offer will be completed, the offer
price is expected to be paid on or about 15 July 2022 to each securityholder of
Basware who has validly accepted, and not validly withdrawn, the Tender Offer.

The Offeror may acquire Shares, enter into arrangements to acquire Shares or
arrange ownership of Shares on or after the date of this stock exchange release
in public trading on Nasdaq Helsinki Ltd or otherwise.

Provided that the Tender Offer will be completed Basware will, following the
successful completion of the Tender Offer as well as the subsequent compulsory
redemption proceedings under the Finnish Companies Act (624/2006, as amended),
be indirectly wholly-owned by a consortium of investors comprising Accel-KKR
Capital Partners VI, LP (“Accel-KKR”), Long Path Holdings 1, LP (a vehicle
controlled by funds managed or advised by Long Path Partners, LP, and/or its
affiliates, together “Long Path”), and Briarwood Capital Partners LP (a vehicle
controlled by Briarwood Chase Management LLC, and/or its affiliates, together
“Briarwood”) (each a “Consortium Member” and together, the “Consortium”).

Media and investor enquiries:

Basware Corporation:

Katariina Kataja
Investor Relations Manager
Basware Corporation
Tel. +358 40 527 1427
katariina.kataja@basware.com

The Consortium:

Michael Jääskeläinen
Tel. +358 50 571 0514
consortium@hkstrategies.fi

About the Consortium

Accel-KKR is affiliated with AKKR Fund II Management Company, LP, a registered
investment adviser under the regulatory oversight of the United States
Securities and Exchange Commission (“SEC”). The company was founded in 2000 and
today comprises a team of over 80 investment, operational and consulting
professionals. The company specialises in partnering with mid-sized software and
tech-enabled services companies and working with founders to increase underlying
business value over the long-term. Since its inception, the company has acquired
or invested in over 300 businesses across the globe. AKKR Fund II Management
Company, LP has over USD 13 billion in cumulative capital commitments raised
across its buyout, growth capital, and credit funds with capital commitments
with a diverse group of investors, including hospitals and foundations,
government pensions, university endowments, corporate pensions and insurance,
and fund of funds.

Long Path is a registered investment adviser under the regulatory oversight of
the SEC. Long Path was founded in 2018 and it has approximately USD 700 million
assets under management (AUM). The company invests in a limited number of high
quality, predictable businesses operating primarily in the enterprise software
and business & information service markets. Long Path's patient and flexible
capital base allows for partnering with management teams to execute long
-duration investments in both the public and private markets on a global basis.
The client base of the company includes endowments and foundations, single- and
multi-family offices, Outsourced Chief Investment Officers (OCIO's) and high net
worth individuals. Long Path has been a shareholder of Basware since 2019 and it
currently holds approximately 13.02 per cent of all the shares and votes (and
12.17 per cent of all the shares and votes on a fully diluted basis) in Basware.

Briarwood is a registered investment adviser based in New York, United States
and under the regulatory oversight of the SEC. The company employs a research
-driven, value-oriented investment style focused on international equities.
Briarwood is a long-term oriented owner, which seeks to form partnerships with
management teams for an extended duration and to work collaboratively on areas
where Briarwood can bring expertise such as capital markets. Briarwood's client
base mirrors the firm's long-term investment style and consists of capital from
global family offices, endowments, and foundations. Briarwood has been a
shareholder of Basware since 2019 and currently holds approximately 4.71 per
cent of all the shares and votes in Basware. In addition, Briarwood holds 1,000
Warrants entitling it to subscribe for a total maximum number of 1,003,000 new
shares in Basware, which it has irrevocably undertaken to exercise upon the
completion of the Tender Offer having been confirmed and to then exchange Shares
so subscribed for securities in Topaz, or to exchange the Warrants for
securities in Topaz.

About Basware

Basware is a public limited liability company incorporated under the laws of
Finland with its shares admitted to trading on the official list of Nasdaq
Helsinki. Basware is a leading provider of cloud-based, software-as-a-service
(SaaS) business solutions. The Company creates and delivers cloud-based
Networked Procure-to-Pay solutions to help customers simplify operations and
spend smarter by automating their procurement and finance processes. Basware
serves globally operating enterprises and their suppliers across all industries
and has over 6,500 customers in approximately 60 countries worldwide. Basware is
a supplier of Networked Procure-to-Pay solutions and electronic invoicing
services for both suppliers and buyers with an extensive global electronic
invoicing network with users in over 180 countries. The Company's technology
enables the capture of all financial data across procurement, finance, accounts
payable and accounts receivable functions. In addition, Basware's offering
comprises services related to electronic procurement, accounts payable
automation, analytics as well as professional services.

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 ONLY ON THE BASIS OF THE INFORMATION PROVIDED IN A TENDER
OFFER DOCUMENT. THE TENDER OFFER IS NOT BEING MADE, AND THE SHARES WILL NOT BE
ACCEPTED FOR PURCHASE FROM OR ON BEHALF OF PERSONS, DIRECTLY OR INDIRECTLY IN
ANY JURISDICTION WHERE EITHER AN OFFER OR ACCEPTANCE THEREOF 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, WHEN PUBLISHED, 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, BY USE OF THE POSTAL SERVICE OF, OR BY
ANY MEANS OR INSTRUMENTALITY (INCLUDING, WITHOUT LIMITATION, E-MAIL, FACSIMILE
TRANSMISSION, TELEX, TELEPHONE OR ELECTRONIC TRANSMISSION BY WAY OF THE INTERNET
OR OTHERWISE) OF INTERSTATE OR FOREIGN COMMERCE OF, OR THROUGH 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 STOCK EXCHANGE RELEASE HAS BEEN PREPARED IN COMPLIANCE WITH FINNISH LAW,
THE RULES OF NASDAQ HELSINKI 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 of Basware in the United States

Shareholders of Basware in the United States are advised that the Shares are not
listed on a U.S. securities exchange and that Basware 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 issued and outstanding shares of Basware,
which is domiciled in Finland, and is subject to Finnish disclosure and
procedural requirements. The Tender Offer is made in the United States pursuant
to Section 14(e) and Regulation 14E under the Exchange Act, subject to
exemptions provided by 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 of the United States. 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 the Company's shareholders resident in
the United States on the same terms and conditions as those made to all other
shareholders of the Company to whom an offer is made.

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 stock exchange 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 the Shares or any securities that are convertible into,
exchangeable for or exercisable for the Shares. These purchases may occur either
in the open market at prevailing prices or in private transactions at negotiated
prices. 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 of such information. No purchases will be made outside the Tender
Offer in the United States by or on behalf of the Offeror. In addition, the
financial advisers 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. 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 this stock exchange release. 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 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 is urged to consult its independent professional adviser
immediately regarding the tax consequences of accepting the Tender Offer.

It may be difficult for the Company's shareholders to enforce their rights and
any claims they may have arising under the U.S. federal securities laws, since
the Company is located in a non-U.S. jurisdiction, and some or all of its
officers and directors may be residents of non-U.S. jurisdictions. The Company's
shareholders may not be able to sue the Company or its 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 Company and its affiliates to subject themselves to a
U.S. court's judgment.

Forward-looking statements

This stock exchange 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 stock exchange release.

Disclaimers

Lazard & Co., Limited (“Lazard”), which is authorized and regulated in the
United Kingdom by the Financial Conduct Authority, is acting exclusively as
financial advisor to the Offeror and no one else in relation to the Tender Offer
or the matters referred to in this announcement and will not be responsible to
anyone other than the Offeror for providing the protections afforded to clients
of Lazard nor for providing advice in relation to the Tender Offer or any other
matters referred to in this announcement. Neither Lazard nor any of its
affiliates owes or accepts any duty, liability or responsibility whatsoever
(whether direct or indirect, whether in contract, in tort, under statute or
otherwise) to any person who is not a client of Lazard in connection with this
announcement, any statement contained herein or otherwise.

Danske Bank A/S, Finland Branch is acting exclusively for the Offeror and no one
else in relation to the Tender Offer or the matters referred to in this
document, will not regard any other person than the Offeror as its client in
relation to the Tender Offer and will not be responsible to anyone other than
the Offeror for providing the protections afforded to its clients nor for
providing advice in relation to the Tender Offer or any other transaction or
arrangement referred to in this document.

Goldman Sachs International, which is authorized by the Prudential Regulation
Authority and regulated by the Financial Conduct Authority and the Prudential
Regulation Authority in the United Kingdom, is acting exclusively for Basware
and no one else in connection with the Tender Offer and the matters set out in
this announcement. Neither Goldman Sachs International nor its affiliates, nor
their respective partners, directors, officers, employees or agents are
responsible to anyone other than Basware for providing the protections afforded
to clients of Goldman Sachs International, or for giving advice in connection
with the Tender Offer or any matter or arrangement referred to in this
announcement.