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2017-04-27

Caperio AB: Statement by the Board of Caperio Holding in relation to the public cash offer by Advania

The independent Board members[1] (http://#_ftn1) of Caperio Holding
unanimously recommends that the shareholders accept Advania's cash
offer at SEK 34.00 per share.

This statement is made by the independent Board members of Caperio
Holding AB (publ) ("Caperio" or the "Company") in accordance with
paragraph II.19 of the Takeover rules for certain trading platforms,
issued by the Swedish Corporate Governance on 1 February 2015 (the
"Takeover Rules").

[1] (http://#_ftnref1) Since the Board members Christer Haglund and
David Pohanka have undertaken to accept the Offer, they have not
participated in the Board's handling of or decision-making with
respect to the Offer because of a conflict of interest.

Background

Advania Holding AB ("Advania"), a company indirectly owned by Advania
Invest AB, has today on 27 April 2017, in a press release, announced
a public cash offer to the shareholders of Caperio to tender all of
its shares to Advania for a cash amount of SEK 34.00 per share,
except with regard to shares owned by certain majority shareholders
who have accepted to tender their shares at SEK 31.50 in cash per
share in Caperio (the "Offer"). The total value of the Offer, based
on all outstanding shares in Caperio, amounts to SEK 158 million.

· The Offer price of SEK 34.00 represents a premium of:
· 2.4 per cent to the closing price of SEK 33.20 of the Caperio
shares on Nasdaq First North on 26 April 2017, the last trading day
before the announcement of the Offer;

· 24.4 per cent to the volume-weighted average share price of the
Caperio shares on Nasdaq First North during the last 90 trading days
prior to 27 April 2017; and

· 36.9 per cent to the volume-weighted average share price of the
Caperio shares on Nasdaq First North during the last 180 trading days
prior to 27 April 2017.

The Offer is conditional on standard conditions, inter alia, upon the
Offer being accepted to such an extent that Advania becomes the owner
of shares representing more than 90 per cent of the outstanding
shares in Caperio on a fully diluted basis and, with respect to the
Offer and the acquisition of Caperio, receipt of all necessary
regulatory, governmental or similar clearances, approvals and
decisions, including from competition authorities, in each case on
terms which, in Advania's opinion, are acceptable.

The acceptance period for the Offer is expected to commence around 5
May 2017 and end around 29 May 2017. An offer document regarding the
Offer is expected to be made public shortly before the commencement
of the acceptance period. Assuming that the Offer is declared
unconditional no later than around 31 May 2017, settlement is
expected to begin around 2 June 2017.

Christer Haglund (121,441 shares), Filtor Holding AB[1]
(http://#_ftn1) (1,320,961 shares), David Pohanka (338,732 shares),
Mikael Zetterberg (95,033 shares) and MHA Investment AB[2]
(http://#_ftn2) (158,747 shares), representing in aggregate
approximately 43 per cent of the shares and votes in Caperio, have
irrevocably undertaken to accept the Offer at SEK 31.50 in cash per
share. Due to such undertakings towards the bidder, Christer Haglund
and David Pohanka have not participated and will not participate in
the Board's processing of or resolutions concerning the Offer. The
remaining independent Board members compromises of Per-Henrik Persson
and Eva Kara Posse, where Per-Henrik Persson has been appointed
Chairman.

Upon written request by Advania, the independent Board members have
found it justified to permit Advania to carry out a limited,
confirmatory, due diligence review in connection with the
preparations for the Offer. Advania has in connection with the due
diligence review not received any information which has not been
previously disclosed which could reasonably be expected to affect the
price of the shares in Caperio.

For more details about the Offer, please see Advania's press release
that was published today on Advania's website www.advania.com/offer.

[1] (http://#_ftnref1) Wholly owned by Christer Haglund.

[2] (http://#_ftnref2) Wholly owned by Mikael Zetterberg.

Recommendation by the independent Board members

The independent Board members' opinion of the Offer is based on an
assessment of a number of factors that the independent Board members
have considered relevant in relation to the evaluation of the Offer.
These factors include, but are not limited to, Caperio's present
position, the expected future development and potential of Caperio
and related possibilities and risks. The independent Board members
have evaluated the Offer in the light of the long-term valuation of
Caperio in light of expected cash flow, the valuation of Caperio in
relation to comparable listed companies and comparable transactions,
analysts' and the stock market's expectations on the development of
Caperio's share price and profitability, etc. The independent Board
members have in their assessment further considered that the three
largest shareholders have irrevocably undertaken to accept a price of
SEK 31.50 per share and that these undertakings apply even if a third
party would publish a competing offer.

Since the independent Board members does not constitute a quorate
Board, a fairness opinion regarding the fairness of the Offer in
accordance with paragraph II.19 and IV.3 of the Takeover rules, has
been obtained from Deloitte AB ("Deloitte"). According to the
fairness opinion, which is annexed to this statement, Deloitte
considers that the Offer is not unfair from a financial point of view
for the shareholders of Caperio.

Based on the abovementioned, the independent Board members unanimously
recommend the shareholders of Caperio to accept the Offer of SEK
34.00 per share.

Under the Takeover Rules the independent Board members are also
required to present their opinion of the effects the implementation
of the Offer may have on Caperio, especially employment, and their
view on Advania's strategic plans for the Company and the impact
these could be expected to have on employment and on the locations
where Caperio conducts its business. Advania has made the following
statements in the offer announcement dated 27 April 2017: "Advania
considers Caperio's management and employees as important building
blocks in the new group, and highly values the competense of the
employees. With Advania's knowledge of Caperio and in light of the
current market conditions, Advania does not expect to, as a result of
the implementation of the Offer, make any material changes for
management and employees (including terms of employment) or for the
employment and operations on the locations where Caperio conducts
business. The implementation of the Offer is not expected to involve
any material changes for the management or employees of Advania." The
independent Board members assumes that this statement is correct and
has in relevant aspects no reason to take a different view.

Applicable law
This statement shall in all respects be governed by and construed in
accordance with Swedish law. Disputes arising from this statement
shall be settled by Swedish courts exclusively.

Advisor
Advokatfirman Cederquist is legal adviser to Caperio in connection to
the Offer.

Stockholm 27 April 2017

The independent Board members of Caperio Holding AB

For more information, please contact:
Tomas Wanselius, as representative of Caperio.
Telephone +46 (0)8-562 175 00

Certified Adviser: Remium Nordic AB
Tel: +46 (0)8-454 32 76
E-mail: corporatefinance@remium.com

Caperio is a Swedish IT company with world-class services. Our unique
team spirit and uncompromising service delivery quality provide our
customers with productivity and profitability. Caperio was
established in 2000. Throughout the years, our guiding principle has
been to provide businesses, organizations and government agencies
with the best IT infrastructure delivery in Sweden.

This information is such information as Caperio Holding AB (publ) is
required to disclose under the EU Market Abuse Regulation. The
information was provided by the abovementioned contact person for
publication on 27 April 2017, at 07:40 a.m. (CET).

____________________

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Opinion

Advania Holding AB ("Advania") has on April 27, 2017 announced a
public offer to acquire all outstanding shares in Caperio Holding AB
("Caperio").

In summary Advania offers SEK 34.00 in cash for each share in Caperio
("the Offer"). The Offer is conditional on, inter alia, the Offer
being accepted to such an extent that Advania becomes the owner of
shares in Caperio representing more than 90 % of the total number of
shares, and receipt of all necessary regulatory, governmental or
similar clearances, approvals and decisions.

Caperio's board members Christer Haglund, who directly and indirectly
owns 30.0 % of the votes and the capital, and David Pohanka, who owns
7.0 % of the votes and the capital, have, together with Mikael
Zetterberg who directly and indirectly owns 5.3 % of the votes and
the shares, irrevocably undertaken to sell their respective
shareholdings to Advania at a price per share of SEK 31.50 provided
that the Offer is completed. The board members Christer Haglund and
David Pohanka therefore have conflicts of interest and do not
participate in the Board of Director's handling or decisions
concerning the Offer.

In light of the above and considering the Takeover Rules issued by the
Swedish Corporate Governance Board, the independent members of the
Board of Directors have engaged Deloitte AB ("Deloitte") to issue an
opinion on the fairness of the Offer from a financial point of view
for the shareholders of Caperio.

For this analysis we have:

a) Reviewed the Offer;

b) Reviewed historical public and internal financial information
related to Caperio;

c) Analysed certain forecasts and other internal forward looking
information related to Caperio;

d) Held discussions with representatives of Caperio's management and
independent members of the Board of Directors; and

e) Conducted other financial analyses and investigations that we have
deemed to be appropriate.

It is assumed that the information received is correct and complete
and no independent control or verification has been carried out.
Deloitte does not assume any responsibility for any inaccuracy or
incorrectness in the information received. If it is determined that
the information we received was inaccurate or incomplete, this could
mean that our conclusion is incorrect.

Our opinion is based on macroeconomic, financial, market related, and
other conditions, as well as other information provided to us as of
the date of our opinion. We assume ...

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