Announcement • Mar 21
Matrix42 AG completed the acquisition of Efecte Oy (HLSE:EFECTE) from a group of sellers including Markku Montonen, Pertti Ervi, Turkka Keskinen and Chief Executive Officer Niilo Fredrikson.
Matrix42 AG entered into business combination agreement to acquire Efecte Oy (HLSE:EFECTE) from a group of sellers including Markku Montonen, Pertti Ervi, Turkka Keskinen and Chief Executive Officer Niilo Fredrikson for €96.7 million on January 18, 2024. Under the terms of agreement, the shareholders of Efecte (other than Efecte or its subsidiaries) will be offered a cash consideration of €15 for each Share validly tendered in the Tender Offer (the “Share Offer Price”) and the holders of Stock Options will be offered a cash consideration for each Stock Option validly tendered. The Tender Offer values Efecte’s total equity at approximately €100 million (disregarding the 5,882 shares held in treasury by Efecte). The Offeror has secured the required equity and debt financing to finance the Tender Offer at completion in accordance with its terms, and subsequent compulsory redemption proceedings, if any, in accordance with the Finnish Companies Act (624/2006, as amended, the “Finnish Companies Act”), and the possible payment of a termination fee by the Offeror. The Offeror has received an equity commitment, as evidenced in the equity commitment letter from Corten Capital I, LP addressed to the Offeror and debt commitments, as evidenced in a debt commitment letter from Golub Capital LLC on behalf of certain of its affiliated, similarly managed and/or related funds and addressed to the Offeror and its indirect parent company, Neo Midco S.à r.l., in each case, to finance the Tender Offer at completion and compulsory redemption proceedings, if any. Golub Capital LLC’s debt commitment to the Offeror and its indirect parent company, Neo Midco S.à r.l., has been committed on a customary European “certain funds” basis and the debt financing’s availability is subject only to the following limited conditions: (i) no event of default relating to non-payment, breach of certain major undertakings, major misrepresentation, cross default, certain insolvency proceedings (or certain similar proceedings), unlawfulness or repudiation and rescission of certain agreements, is continuing or would result from the drawdown; (ii) no event of illegality in respect of the lenders or certain change of control events having occurred; and (iii) the provision of certain customary documentary and commercial conditions precedent each of which is satisfied, in a customary form, or within the control of the Offeror. As a part of acquisition, The Offeror, Matrix42 and Corten Capital, each respectively, reserve the right to acquire, or enter into arrangements to acquire, Shares and Stock Options before, during and/or after the offer period (including any extension thereof and any subsequent offer period) outside the Tender Offer in public trading on Nasdaq First North or otherwise. The Offeror, Matrix42 and Corten Capital, each respectively, reserve the right to acquire Shares and/or Stock Options before, during and/or after the Offer Period (including any extension thereof) and any Subsequent Offer Period in public trading on Nasdaq First North or otherwise.The obligation of the Offeror to accept for payment the validly tendered Shares and Stock Options, which have not been withdrawn in accordance with the terms and conditions of the Tender Offer, and to complete the Tender Offer shall be subject to the fulfilment or, to the extent permitted by applicable law, waiver by the Offeror of the following conditions (jointly the “Closing Conditions”) on or prior to the date of the Offeror’s announcement of the final result of the Tender Offer in accordance with Chapter 11, Section 18 of the Finnish Securities Markets Act (date of such announcement of the final result, the “Result Announcement Date”): the completion of the Tender Offer is subject to the satisfaction or waiver by the Offeror of certain customary conditions on or prior to the Offeror’s announcement of the final results of the Tender Offer including, among others, that approvals by all necessary regulatory authorities have been received (or, where applicable, the waiting periods have expired) i.e. to obtain approval from the Ministry of Economic Affairs and Employment of Finland and the Offeror having gained control to more than 90 percent of the Shares and votes in Efecte on a fully diluted basis calculated in accordance with Chapter 18, Section 1 of the Finnish Companies Act.The offer period under the Tender Offer is expected to commence on or about January 30, 2024, and to expire on or about March 5, 2024, unless the Offeror extends the offer period in order to satisfy the conditions to completion of the Tender Offer, including, among others, the receipt of all necessary regulatory approvals (or expiry of regulatory waiting periods, as the case may be). The Board of Directors of Efecte has unanimously decided to recommend that the shareholders of Efecte and the holders of the Stock Options accept the Tender Offer. The Offeror’s obligation to complete the Tender Offer is not conditional upon availability of financing (assuming that all the Closing Conditions of the Tender Offer are satisfied or waived by the Offeror). The Tender Offer is currently expected to be completed at the end of the first quarter or at the beginning of the second quarter of 2024. The completion of the Tender Offer is not expected to have any immediate material effects on the operations, the assets, the position of the management or employees, or the location of the offices of Efecte. However, as is customary, the Offeror intends to change the composition of the Board of Directors of Efecte after the completion of the Tender Offer. The financing of the Tender Offer is not expected to have a material impact on the operations or obligations of Efecte upon completion of the Tender Offer. As of February 19, 2024, The offer period for the Tender Offer commenced on January 30, 2024. As on March 1, 2024, Matrix42 AG extended the offer period to March 19, 2024. As of March 4, 2024, The Ministry of Economic Affairs and Employment of Finland has approved the transaction. All necessary approvals by regulatory authorities has been fulfilled. The completion of the Tender Offer is still subject to the fulfilment or, to the extent permitted by applicable law, waiver by the Offeror of certain other conditions on or prior to the date of the Offeror’s announcement of the final result of the Tender Offer. The Offeror will announce the preliminary result of the Tender Offer on or about March 20, 2024 and the final result of the Tender Offer on or about March 22, 2024.Carnegie Investment Bank AB, Finland Branch acted as financial advisor and provided fairness opinion to Efecte in the transaction. The Offeror has appointed Danske Bank A/S, Finland Branch as financial adviser and arranger in connection with the Tender Offer and Roschier, Attorneys Ltd. as legal adviser and Miltton Ltd as the communication adviser in connection with the Tender Offer. Efecte has appointed Carnegie Investment Bank AB, Finland Branch as financial adviser and Thomas Landell, Anna-Maarit Laurila and Kiti Karvinen of Castrén & Snellman Attorneys Ltd as legal adviser in connection with the Tender Offer.Matrix42 AG completed the acquisition of Efecte Oy (HLSE:EFECTE) from a group of sellers including Markku Montonen, Pertti Ervi, Turkka Keskinen and Chief Executive Officer Niilo Fredrikson on March 19, 2024.