Announcement • May 08
Apax Partners LLP completed the acquisition of Norva24 Group AB (Publ) (OM : NORVA) from Valedo Partners Fund II AB, Nordstjernan Aktiebolag, Briarwood Chase Management LLC (“Briarwood”), Invest24 AS and AHB Invest AS and others.
Apax Partners LLP made an offer to acquire Norva24 Group AB (Publ) (OM : NORVA) from Valedo Partners Fund II AB, Nordstjernan Aktiebolag, Briarwood Chase Management LLC (“Briarwood”), Invest24 AS and AHB Invest AS and others for SEK 6.6 billion on March 10, 2025. Offer will be settles through SEK 36.5 per share in cash. The acceptance period of the Offer is expected to commence on or around March 25, 2025 and expire on or around May 6, 2025. The completion of the Offer is conditional upon, inter alia, the Offer being accepted to such extent that the Offeror becomes the owner of shares representing more than 90 percent of the outstanding shares in Norva24 and the receipt of all regulatory, governmental. The consideration payable in respect of the Offer is fully secured by funds available to the Bidder by way of an equity commitment letter issued by Apax Funds. The board has, due to the conflicts of interest of Allan Engström, Fredrik Karlsson, Arild Bødal and Linus Lundmark, appointed an independent Bid Committee consisting of the independent board members Ulrika Östlund and Monica Reib to represent Norva24 in all matters relating to the Offer. The Bidder have received irrevocable undertakings from Valedo Partners Fund II AB, Nordstjernan Aktiebolag, Briarwood Chase Management LLC, Invest24 AS and AHB Invest AS to accept the Offer, secured acceptances from shareholders of Norva24 representing in aggregate 103,513,920 shares and votes in Norva24, which corresponds to approximately 57%. of the outstanding shares and votes in Norva24. The Bid Committee has obtained an independent statement regarding the valuation of the Offer (so-called “Fairness Opinion”) from Joh. Berenberg, Gossler & Co. KG. The independent bid committee of Norva24 unanimously recommends the offer. As of April 23, 2025, Apax Funds has received clearance by the European Commission for the recommended cash offer to the shareholders of Norva24 Group. The completion of the Offer is inter alia conditional upon receipt of remaining necessary regulatory, governmental or similar clearances, approvals, decisions, and other actions from authorities or similar in each case on terms which, in the Bidder's opinion, are acceptable. As of April 24, 2025, Bidder has obtained all necessary regulatory, governmental and similar clearances, approvals, decisions, and other actions from authorities or similar. Accordingly, the condition for completion of the Offer relating to such clearances is fulfilled. The Offer remains subject to the other conditions for completion. The settlement is expected to be initiated on or around 16 May 2025. Completion ofthe Offer is conditional upon, inter alia, the Offer being accepted to such an extent that the Bidder will become the owner of shares in Norva24 representing more than 90 per cent. of the total number of outstanding shares in Norva24.
Apax and the Bidder have retained Jefferies GmbH as exclusive financial adviser and Andrew Thomson, Carsten Berrar, Karan Dinamani, Ben Perry, Robert H. Kearns, and Evan S. Simpson of Sullivan & Cromwell LLP and Jon Ericson, Axel Helle, Rolf Larsson, and Angelica Ström of Setterwalls Advokatbyrå AB as legal advisers in connection with the Offer. Shoan Panahi, Johan Thiman, Sebastian Wallin and Michael Engel of White & Case LLP acted as legal advisor and Citigroup Global Markets Europe AG financial advisor to Norva24 Group. Jens Bengtsson and Ola Sandersson of Roschier and Willkie Farr & Gallagher (UK) LLP acted as legal adivser to Briarwood Chase Management LLC.
Apax Partners LLP completed the acquisition of Norva24 Group AB (Publ) (OM : NORVA) from Valedo Partners Fund II AB, Nordstjernan Aktiebolag, Briarwood Chase Management LLC (“Briarwood”), Invest24 AS and AHB Invest AS and others on May 6, 2025. As of 6 May 2025 (the end of the acceptance period of the Offer), the Offer has been accepted by shareholders holding a total of 178,627,686 shares in Norva24, corresponding to 98.32 per cent. of the outstanding shares and votes in Norva24. Offer declared unconditional and All conditions for completion of the Offer have been fulfilled. The Bidder has decided to complete the Offer and acquire the shares from all shareholders who have accepted the Offer. Settlement for shares tendered in the Offer during the initial acceptance period is expected to be initiated on or around 16 May 2025. The Bidder intends to initiate compulsory redemption proceedings in accordance with the Swedish Companies Act all remaining shares not tendered in the Offer and to promote the delisting of Norva24’s shares from Nasdaq Stockholm. To give shareholders who have not yet accepted the Offer an additional opportunity to tender their shares, the acceptance period for the Offer has been extended until 15:00 (CEST) on Monday 19 May 2025. Settlement for shares tendered in the Offer during the extended acceptance period is expected to be initiated on or around 28 May 2025. The Bidder reserves the right to shorten the extended acceptance period and set an earlier settlement date, or to further extend the extended acceptance period and postpone the settlement date, in each case to the extent permissible under applicable laws and regulations.
