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2020-10-30

Agile Content SA: Agile Content announces a recommended public cash tender offer to the shareholders of Edgeware

Agile Content S.A. ("Agile Content") hereby announces a recommended public cash tender offer to the shareholders of Edgeware AB (publ) ("Edgeware") to acquire all outstanding shares in Edgeware (the "Offer"). The shares in Edgeware are admitted to trading on Nasdaq Stockholm.

Summary

  • The offer price is SEK 9.70 in cash for each outstanding share in Edgeware, corresponding to a total value of the Offer of approximately SEK 291 million. 
  • The Offer represents a premium of approximately:
  • 34.7 per cent compared to the closing price of SEK 7.20 for the Edgeware share on 29 October 2020 (being the last day of trading prior to the announcement of the Offer);
  • 38.7 per cent compared to the volume-weighted average price of SEK 6.99 for the Edgeware share during the last 30 trading days prior to the announcement of the Offer; and
  • 57.9 per cent compared to the volume-weighted average price of SEK 6.14 for the Edgeware share during the last 180 trading days prior to the announcement of the Offer.

  • The Board of Directors1 of Edgeware unanimously recommends the Offer for acceptance by the shareholders.

  • Amadeus EII LP, Amadeus III, Amadeus III Affiliates Fund LP, Volador AB, Nordea Funds Ltd, Investeringsföreningen Nordea Invest and Nordea 1 SICAV, which jointly owns 14,515,467 shares in Edgeware, corresponding to approximately 48.3 per cent of outstanding shares and votes in Edgeware, have executed unconditional irrevocable undertakings to accept the Offer.
  • An offer document regarding the Offer is expected to be made public on or about 30 October 2020. The acceptance period for the Offer is expected to begin on or about 2 November 2020 and expire on or about 23 November 2020.
  • The completion of the Offer is subject to certain customary conditions being fulfilled or waived by Agile Content on or by the date of Agile Content's announcement of the final outcome of the Offer. These include that:

1. Offer being accepted to such extent that Agile Content becomes the owner of more than 90 per cent of the total number of outstanding shares in Edgeware;
2. neither the Offer nor the acquisition of Edgeware, is wholly or partly prevented or materially adversely affected by any legislation or other regulation, court decision, public authority decision or similar circumstance;
3. no circumstances has occurred that could have a material negative effect, or could reasonably be estimated to have a negative material effect, on Edgeware's financial standing or business, including Edgeware's sales, results, liquidity, asset to equity ratio, equity or assets;
4. no information that has been announced by Edgeware or disclosed by Edgeware to Agile Content is incorrect, incomplete or misleading, and that Edgeware has announced all information that must be announced, and;
5. Edgeware does not take any measures that typically are intended to impair the prerequisites for the implementation of the Offer.

  • The consideration that is paid in connection with the Offer is financed in its entirety by a combination of available funds and a credit facility that is available to Agile Content on terms which are customary for the financing of public offers.

Background and Agile Content's strategic rationale

Agile Content is a technology provider with tools that enables Network Operators and Media companies to efficiently manage, deliver and monetize video platforms for digital distribution. Edgeware is a Swedish company which develops, markets and sells IP-based streaming technologies for distributing TV and video content, allowing its customers to monetize their content.

Agile Content and Edgeware operate mainly in the same sector of digital video with a focus on the convergent business of the telecommunications industry. As software vendors they have complementary solutions based on a natural fit within the technological stack of a digital TV end-end solution. Geographically speaking both companies have a great complementarity and an important potential of cross-selling in addition to operational synergies.

Agile Content sees strong commercial and financial potential in a combination of Agile Content and Edgeware. The capabilities of Edgeware and its specialist competence would strengthen Agile Content's position on the global TV and video streaming market. The acquisition of Edgeware would provide Agile Content with the opportunity to accelerate its service and technology portfolio and hence contribute to Agile Content's overall strategic objectives.

Agile Content sees Edgeware as a successful company with a strong brand and competent management and employees. Together with the current management of Edgeware, it is Agile Content's intention to lever on Edgeware's complementing product offering and customer base and to utilize the attractive cross-selling opportunities between the companies.

Agile Content greatly values Edgeware's management and employees and is expecting that the Offer will support the company's growth strategy and create long-term positive synergy effects for Edgeware and its employees. Based on Agile Content's knowledge about Edgeware, its strategy and the current market conditions it is currently Agile Content's intent that the completion of the Offer will not result in any changes regarding Edgeware's or Agile Content's organizations, management and employees, including their employment contracts, or the places where Edgeware and Agile Content respectively has their offices and runs their businesses.

Comment on the Offer, Hernán Scapusio, CEO of Agile Content:

"In the process of analysing complementary technologies for Agile.TV, we have started a commercial collaboration with Edgeware, to build a stronger end2end OTT solution, with a combination of leading technologies in adjacent segments of the video value chain. We have also found a strong potential value generation based on the combination and synergies of both companies. There is a fragmentation of technology players in Europe and this is a step forward to the consolidation of European video tech landscape, to compete in the fast-growing OTT market with a reinforced value proposition, with bigger scalability and specialization".

Karl Thedéen, CEO of Edgeware: "Edgeware has been on an exciting journey and has become a leading supplier of IP-based streaming technologies. I see the Offer as
the next step in Edgeware's development as it will enable Edgeware and its highly talented employees to be even more successful in serving customers as well as expanding its technologies and offering to even more customers and segments. I really believe in the
strategic logic of combining Edgeware's and Agile Content's technologies and businesses. This transaction is based exclusively on combining knowledge, employees and products to succeed even better together in the interesting but competitive market in which we operate. My team and I are really looking forward to contribute when building the new unit combined entity".

The Offer

Agile Content offers SEK 9.70 in cash per Edgeware share, corresponding to a total value of the Offer of approximately SEK 291 million based on all outstanding 30,043,008 shares in Edgeware.

The consideration under the Offer will be adjusted accordingly should Edgeware, prior to the settlement of the Offer, distribute a dividend or in any other way distribute or transfer value to its shareholders.

No commission will be charged in respect of the settlement of the Edgeware shares tendered to Agile Content under the Offer.

The Offer represents a premium of:

  • 34.7 per cent for the shares in Edgeware in relation to the latest closing price on Nasdaq Stockholm on the 29 October, which was the last day of trading prior to the announcement of the Offer;
  • 38.7 per cent for the shares in Edgeware in relation to the volume weighted average price of the share during a period of 30 trading days prior to the announcement of the Offer; and
  • 57.9 per cent for the shares in Edgeware in relation to the volume weighted average price of the share during a period of 180 trading days prior to the announcement of the Offer.

Recommendation by the Board of Directors of Edgeware

The Board of Directors of Edgeware has unanimously recommended the Offer for acceptance by the shareholders of Edgeware.2

The Board of Directors of Edgeware has also obtained a fairness opinion from Lenner & Partners Corporate Finance AB, according to which, based on assumptions and reservations stated in the opinion, the Offer is fair for the shareholders of Edgeware from a financial perspective.

The recommendation from the Board of Directors of Edgeware and Lenner & Partners Corporate Finance AB 's fairness opinion will be made public today by Edgeware through a separate press release, and included in its entirety in the offer document that will be prepared and published by Agile Content.

Support by major shareholders of Edgeware

In connection with the Offer, each of Amadeus EII LP, Amadeus III, Amadeus III Affiliates Fund LP, Volador AB, Nordea Funds Ltd, Investeringsföreningen Nordea Invest and Nordea 1 SICAV, which jointly owns 14,515,467 shares in Edgeware, corresponding to approximately 48.3 per cent of outstanding shares and votes in Edgeware, have executed irrevocable undertakings pursuant to which they have agreed (i) to accept the Offer, tender all their shares in the Offer and not withdraw their acceptance, (ii) not to transfer any of their respective shares in Edgeware and (iii) not to solicit competing offers regarding an acquisition of Edgeware.

Agile Content's shareholding in Edgeware

Neither Agile Content nor any closely related companies or closely related parties own any shares or financial instruments in Edgeware that give financial exposure to Edgeware's shares at the time of this announcement, nor has Agile Content acquired or agreed to acquire any shares in Edgeware or any financial instruments that give financial exposure to Edgeware's shares during the six months preceding this announcement.

Agile Content may acquire, or enter into agreements to acquire, shares in Edgeware outside the Offer and any purchases made or arranged will be disclosed in accordance with applicable rules.

Conditions for completion of the Offer

Completion of the Offer is conditional upon that:

1. the Offer being accepted to such extent that Agile Content becomes the owner of more than 90 per cent of the total number of outstanding shares in Edgeware;
2. neither the Offer nor the acquisition of Edgeware, is wholly or partly prevented or materially adversely affected by any legislation or other regulation, court decision, public authority decision or similar circumstance;
3. no circumstances has occurred that could have a material negative effect, or could reasonably be estimated to have a negative material effect, on Edgeware's financial standing or business, including Edgeware's sales, results, liquidity, asset to equity ratio, equity or assets;
4. no information that has been announced by Edgeware or disclosed by Edgeware to Agile Content is incorrect, incomplete or misleading, and that Edgeware has announced all information that must be announced; and
5. Edgeware does not take any measures that typically are intended to impair the prerequisites for the implementation of the Offer.

Agile Content reserves the right to withdraw the Offer in the event that it is clear that any of the above conditions are not satisfied or cannot be satisfied. However, with ...

Författare Agile Content SA

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