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2007-07-20 12:30:00 CEST 2007-07-20 12:30:00 CEST REGULATED INFORMATION Affecto Oyj - Company AnnouncementAFFECTO PLC'S PUBLIC TENDER OFFER FOR COMPONENT SOFTWARE GROUP ASA BEGINS ON 25 JULY 2007AFFECTO PLC STOCK EXCHANGE RELEASE 20 JULY 2007 at 13:30 Finnish time NOT FOR DISTRIBUTION IN THE UNITED STATES AFFECTO PLC'S PUBLIC TENDER OFFER FOR COMPONENT SOFTWARE GROUP ASA BEGINS ON 25 JULY 2007 Affecto Plc ("Affecto") announced on 11 June 2007 its intention to launch a public tender offer for all issued and outstanding shares in Component Software Group ASA ("Component Software"). Affecto has previously published information concerning the offeror and the target as well as the offer conditions of the tender offer in a stock exchange release dated 11 June 2007. Thereafter, Affecto announced certain changes concerning the structure of the offer price with a stock exchange release published on 5 July 2007. These stock exchange releases are available at Affecto's homepage www.affecto.com. Affecto's public tender offer for Component Software's shares commences on 25 July 2007 at 9.00 and ends on 22 August 2007 at 16.30 (Norwegian time), unless the offer period is continued or interrupted pursuant to its terms or the tender offer is cancelled pursuant to its terms. The offer price for one Component Software share is NOK 65.50. This consideration consists of NOK 40.03 cash and 0.81063 Affecto shares corresponding to NOK 25.47 (based on an agreed value of Affecto share being 31.42 per share). The consideration therefore consists of approximately 61% cash and approximately 39% in Affecto shares. The Oslo Stock Exchange has on 20 July 2007 accepted an English language offer document prepared by Affecto for all issued and outstanding shares in Component Software. Correspondingly the Finnish Financial Supervision Authority has on 20 July 2007 accepted the prospectus prepared by Affecto, since Affecto is issuing new shares in connection with the tender offer for purposes of the share part of the combined share and cash consideration as described in the paragraph above. The maximum amount of newly issued Affecto shares shall be 4,720,630. The newly issued Affecto shares will be fully fungible and will rank pari passu in all respects with all issued and existing shares of Affecto. The prospectus has been prepared in Finnish and translated into English. The prospectus in Finnish will be available during the offer period at the service centre of OMX Nordic Exchange Helsinki Oy, OMX Way, at Fabianinkatu 14, FI- 00130 Helsinki, Finland. The Prospectus is also available on the Company's website at www.affecto.com. The prospectus in English is also available on SEB Enskilda ASA's website at www.sebenskilda.no. Additional information concerning the offer document, the prospectus and practical matters concerning the tender offer can be obtained from the manager of the tender offer, SEB Enskilda ASA, telephone +47 2100 8500. The tender offer and its key conditions are described below. General Affecto announced on 11 June 2007 its intention to launch a tender offer for all issued and outstanding shares in Component Software, a listed company in Norway. Shareholders representing approximately 67% of the share capital of Component Software have irrevocably undertaken to accept the tender offer. The board of directors of Component Software has on 11 June 2007 (complemented on 5 July 2007) decided to recommend that shareholders of Component Software tender their Component Software shares to Affecto pursuant to the terms of the tender offer. Component Software has issued 356,428 options to its employees. All option holders have approved the cancellation of their options against a cash consideration. Affecto will pay NOK 25.88 for each option for the cancellation of such options in connection with the closing of the tender offer. At the extraordinary general meeting of shareholders held on 10 July 2007, the shareholders of Affecto decided to authorise the board of directors to launch a directed issue to the shareholders of Component Software and elected to the board of directors of Affecto a new member nominated by Component Software, M.Sc.(Econ.) Mr. Haakon Skarer since the completion of the tender offer. The election is conditional upon the completion of the tender offer. Affecto and Component Software concluded on 11 June 2007 a Combination Agreement (amended on 5 July 2007) regarding the principle terms of the tender offer, certain undertakings by Component Software relating to the conduct of business by Component Software as well as certain other terms relating to the tender offer. Summary of the Terms and Conditions of the Tender Offer Public Tender Offer Subject to the terms and conditions included in the complete tender offer document, Affecto offers to acquire all issued and outstanding shares in Component Software, which are not owned by Affecto or a company belonging to the Affecto group of companies. The offer period begins on 25 July 2007 and ends on 22 August 2007 unless the offer period of the tender offer has been extended in accordance with the terms and conditions of the tender offer. The Offer Price The offer price for each issued and outstanding Component Software share validly tendered and not properly withdrawn in accordance with the terms and condition of the tender offer is NOK 65.50. The consideration to the shareholders of Component Software is given as a combined offer of cash and Affecto shares containing NOK 40.03 cash and 0.81063 Affecto shares per each Component Software share (where any fractional Affecto share will be paid in cash). For the purposes of the tender offer, the value of the Affecto share is deemed to be NOK 31.42(EUR 3.87) per share and the EUR/NOK exchange rate is 8.1195, the exchange rate published by the European Central Bank on 31 May 2007. Conditions to Completion of the Tender Offer The obligation of Affecto to consummate the tender offer is conditional upon the satisfaction (or if permitted by applicable law, prior waiver by Affecto in writing of the following conditions): a) the tender offer having been accepted to such an extent that Affecto upon completion of the purchases pursuant to the tender offer becomes the owner of more than 90% of all shares and votes in Component Software; b) all consents, approvals authorisations and registrations required to be obtained from the applicable governmental entities to consummate the transactions contemplated by the Combination Agreement having been obtained on conditions which do not materially detract the value of the transaction contemplated by the Combination Agreement; and any waiting period (and any extension thereof) applicable to the consummation of the transactions under any competition, merger control or similar law have expired or been terminated; c) no third party having taken or proposed to take any action which would prevent, hinder or materially delay Affecto from implementing the tender offer or owning and operating the assets of the Component Software group; d) there having been no or no third party having taken any actions which would, relative to the situation known to Affecto at the date of the signing of the Combination Agreement, cause any material adverse change in the business, assets or financial position of the Component Software, taken as a whole; and e) the Combination Agreement not having been terminated by either party. Acquisition of Shares from Certain Shareholders of Component Software Affecto has obtained irrevocable undertakings (each an "Irrevocable Undertaking") from shareholders representing altogether approximately 67% of the shares and votes in Component Software (the "Component Software Majority Shareholders"). Pursuant to the Irrevocable Undertakings, the Component Software Majority Shareholders have agreed to sell the Component shares held by each Component Majority Shareholder to Affecto at a price of NOK 65.50 per share payable, with the same terms as for others, approximately 61% in cash and approximately 39% in Affecto shares by accepting the tender offer, provided that: a) the tender offer has not lapsed or been declared unconditional by Affecto by 31 October 2007 or at a later date jointly agreed upon between Affecto and Component Software, and b) the Combination Agreement has not been terminated under a specific termination clause; but is in force, valid and binding upon Affecto and Component Software. The Component Software Majority Shareholders have furthermore in the Irrevocable Undertakings inter alia agreed not to withdraw their acceptance of the tender offer, except pursuant to the offer not to dispose of, charge, pledge or otherwise encumber or grant any option or other right over or otherwise deal with any of the Shares or any interest therein (whether conditionally or unconditionally). The Component Majority Shareholders have undertaken to vote at the extraordinary shareholders' meeting of Component Software to be held on 13 August 2007 in such manner as to enable the offer to be made and become unconditional and to oppose the taking of any action which might result in any condition of the offer not being satisfied, elect a new board of directors, apply for delisting of the company's shares at Oslo stock exchange and make appropriate changes in the Articles of Association and convert Component Software to a private limited company. All these decisions shall be made subject to the completion of the tender offer. Following Affecto's purchase of the shares held by the Majority Shareholders, its holding in Component Software would increase to approximately 67% and Affecto would be obligated to make a mandatory tender offer for all shares in Component Software in accordance with the Norwegian Securities Trading Act or to divest the shares held by Component Software within the time prescribed by the Norwegian Securities Trading Act. Cash Offer Made by the Consortium Shareholders All other shareholders in Component Software, except Majority Shareholders, who have signed irrevocable undertakings, have the option to accept as consideration for their Component Software shares approximately 61% in cash and approximately 39% in Affecto shares, or alternatively to have their consideration paid 100% in cash. This all cash offer will be made independently by consortium of certain Component Majority Shareholders, so that the shareholders electing the 100% cash alternative will in effect by accepting the tender offer enter into agreements to sell their consideration shares (Affecto shares) at the price of NOK 31.42 to this consortium of certain Component Majority Shareholders. Therefore, the cash consideration of such selling shareholder is NOK 65.50, which equals the amount of consideration offered by Affecto. The consortium consists of Norsk Vekst ASA, Norsk Vekst I AS, L.Gill Johannessen AS, Rolv L. Jonassen AS and Rolv L. Jonassen (the "Consortium Members"), representing 31.49% of the shares in Component Software. The Consortium Members have undertaken to purchase such amount of consideration shares from the other shareholders, limited to the cash consideration received from Affecto for their shares in Component Software, and accept such amounts of cash and consideration shares, as specified by the offeror, in accordance with the procedure set forth above. Norsk Vekst ASA, L. Gill Johannessen AS and Rolv L. Jonassen AS of the consortium shareholders and Arendals Fossekompani ASA of the other shareholders have each committed to subscribe more than 5% of the Affecto shares. Compulsory Acquisition and Mandatory Offer If, as a result of the tender offer, Affecto becomes the owner of Component Software shares representing more than 90% of the total number of shares issued by Component Software, Affecto will have the obligation (and each remaining Component Software shareholder will have the right to require Affecto) to commence a compulsory acquisition for cash of the Component Software shares not owned by Affecto pursuant to the Norwegian Public Limited Companies Act ("Compulsory Acquisition"). Correspondingly, under the Norwegian Securities Trading Act, when Affecto as a result of the tender offer acquires more than 40% of the shares in Component Software, it will have an obligation to launch a mandatory offer for all remaining Component Software shares not owned by it ("Mandatory Offer"). In such case when Affecto gains more that 90% of the shares and votes in Component Software pursuant the tender offer, the Mandatory Offer and the redemption procedure can be done simultaneously in one offer document. While the offer price under the Compulsory Acquisition under the Norwegian Public Limited Companies Act is not stipulated, the Norwegian Securities Trading Act says that the offer price under the Mandatory Offer must be equal to or higher than the highest price paid or agreed to be paid by Affecto for Component Software shares during the six month period prior to the date at which the obligation to make such a mandatory offer is triggered. The price to be paid in the Compulsory Acquisition to those Component Software shareholders who do not accept the Affecto offered price will be determined by a Norwegian court. The Norwegian court will have full discretion with respect to evaluating the price to be paid for such Component Software shares as of the commencement of the Compulsory Acquisition. The consideration paid by Affecto and accepted by the acceptants pursuant to the tender offer is likely to be among the key factors considered by such court. To the extent that Affecto would waive the 90% condition for completing the tender offer and would become the owner of shares and votes in Component Software of less than 90% (but more than 40%), then in such case only rules concerning the Mandatory Offer would be applicable. Financing The tender offer will be funded partly through the issue of new shares in Affecto and partly through already negotiated loan facilities. The loan financing is not subject to any lender's independent conditions that would be different from Affecto's offer conditions and that would affect the consummation of the tender offer. After the expiration of the tender offer period, Affecto shall launch a directed new issue to the shareholders of Component Software subject to the satisfaction or written waiver of the conditions to complete the offer. The board of directors of Affecto will make this directed issue pursuant to an authorisation received by the shareholders meeting in Affecto on 10 July 2007. This directed issue will facilitate the payment of the share part of the total consideration to the shareholders of Component Software. AFFECTO PLC Pekka Eloholma CEO Additional information concerning the offer document, the prospectus and practical matters concerning the tender offer can be obtained from the manager of the tender offer, SEB Enskilda ASA, telephone +47 2100 8500. Additional information: Pekka Eloholma, CEO, tel. +358 205 777 737 Hannu Nyman, SVP, M&A, tel. +358 205 777 761 Disclaimer These materials are not an offer of securities for sale in the United States. Securities may not be offered or sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended. The issuer of the shares has not registered, and does not intend to register, any portion of the offering in the United States and does not intend to conduct a public offering of shares in the United States. This document is not a prospectus and as such does not constitute an offer to sell or the solicitation of an offer to purchase shares or rights to subscribe for shares. Investors should not subscribe for any shares or rights referred to in this document, or tender any shares, except on the basis of the information contained in a prospectus or tender offer document. This document is only being distributed to and is only directed at (i) persons who are outside the United Kingdom or (ii) to investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order") or (iii) high net worth entities, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as "relevant persons"). The shares are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such securities will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on this document or any of its contents. This stock exchange release must not be released or distributed in whole or in part in or into the United States, Canada, Japan or Australia. This stock exchange release is neither an offer to purchase nor a solicitation for an offer to sell shares, and the tender offer will not be made directly or indirectly in the United States, Canada, Japan or Australia or any other jurisdiction where such an offer would violate laws of that jurisdiction. This stock exchange release and tender offer will not and may not be distributed, forwarded or transmitted in any way, such as by post, fax, email or telephone, or in any other way to or from areas where it would violate the law. |
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