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• Volue shareholders to receive NOK 42 per share in cash.
• The Offer Price represents a premium of 51 per cent to the last traded price of NOK 27.90 5 July 2024 and 39 per cent and 50 per cent to the 3-month and 6-month volume weighted average price of the date preceding the date of this announcement, respectively.
• The Offeror will, on completion of the Offer, be controlled by Arendals Fossekompani ASA, currently majority shareholder of Volue, and by funds managed by Advent International, and Generation Investment Management LLP.
• The Offer will not be subject to any financing or due diligence conditions but will be subject to certain terms and conditions including a minimum acceptance level of more than 90 per cent of the shares. The Offer is expected to be launched during Q3 2024.
• AFK is the largest shareholder in Volue and has entered an exclusive and binding agreement to sell its full 60 per cent shareholding in the company to the Offeror. After the planned transactions AFK will hold 40 per cent of the shares in Volue through the Offeror. This means that AFK is also the biggest seller of shares in this transaction.
• In addition to the 60 per cent shareholding AFK legally has agreed to sell to the Offeror, the Offeror has received irrevocable pre-acceptances to accept the Offer from shareholders representing approx. 67% of the issued and outstanding Volue shares as the date hereof.
• Pre-accepting shareholders include inter alia Ulfoss Invest AS, Havfonn AS and Must Invest AS, of which all are represented on the board of directors of AFK, in addition to certain other major shareholders of the Company
• Volue to become a private company upon completion of the transaction.
• Volue provides a preliminary update on May YTD 2024 financial results.
Edison Bidco AS (the “Offeror”), an indirect subsidiary of funds managed by Advent International, (“Advent”) and funds advised by Generation Investment Management LLP (“GIM” or “Generation”) (which, on completion of the Offer, will be controlled by Advent, Generation and Arendals Fossekompani ASA (“AFK” or “Arendals Fossekompani”)) (each an “Investor”, and in the Offer for Volue, the “Investors”) announces its intention to launch a voluntary tender offer to acquire all of the outstanding shares in Volue ASA (“Volue” or the “Company”) (the “Offer”) at a price of NOK 42.00 per share (the “Offer Price”). AFK currently holds 60 per cent of the shares of Volue.
The Investors believe they represent an ownership group that is uniquely positioned to assist the Company over the next growth phase. AFK, Advent and GIM bring highly complementary expertise to a long-term partnership, ensuring continuity and preservation of established company values, while simultaneously integrating fresh and innovative perspectives.
Benjamin Golding, Chief Executive Officer of Arendals Fossekompani, comments: “The energy transition will create more disruption for the energy industry in the next 20 years than has been seen in the previous century. Power producers, grid owners and other energy stakeholders will need to enhance their digital capabilities and invest in best-in-class software tools to cope with the increasingly complex, dynamic, volatile, and distributed energy system. This development represents a massive growth opportunity for Volue, as the leading European provider of technology, insight and services to this market.
At the same time, Volue operates in fast changing markets and must decide how to leverage its current position, whilst successfully navigating its ongoing SaaS transition and continuing to drive organic growth and margin expansion through operational excellence. Competition is increasing, and major players with significant resources are positioning themselves to take a leading position in Volue’s end-markets. Volue must therefore also invest in inorganic growth to stay at the forefront of the ongoing industry consolidation and to realise its full potential.
Against this backdrop, a weak share price development during 2022 and 2023, and multiple unsolicited inbounds from private equity sponsors, we initiated a strategic process to explore whether a private ownership scenario could accelerate Volue’s next stages of growth. After concluding the exploration process, we are convinced that partnering with Advent and Generation in a private context is the best alternative for all stakeholders of the company. The transaction offers existing shareholders a solid cash monetisation opportunity at an attractive premium, and provides the Company with the necessary tools, competences, and resources to maximise long-term organic and inorganic growth.”
Douglas Hallstrom, Director at Advent International, comments: “We have been following Volue for some time given its strong visibility and prominence in the market. Advent has been investing in the tech sector for over 30 years, and we have been really impressed by Volue and its achievements. As the Company now enters a new growth phase, we believe that a private ownership setting would best enable the company to seize the market opportunity while also addressing the challenges ahead.”
Martin Vieider, Assistant Director at Advent International, adds: “Our offer is a testament to the strong partnership that Advent, AFK and Generation have built, and reflects our shared vision for the future of Volue. We believe that a take-private will enable significant and long-term investment into Volue’s powerful SaaS and data solutions supporting the energy transition. We are pleased to present a compelling offer to the shareholders of Volue and are excited about the opportunity to work with Volue’s management team and one of Norway’s most promising software champions.”
Dave Easton, Growth Equity Partner at Generation Investment Management, comments: “The renewable energy transition requires best-in-class software to enable a more flexible, dynamic and digitised energy system. As a market leader in energy software and services, we believe Volue is well positioned to be a crucial player enabling this urgent shift. Together with the team at Volue, this partnership brings together a unique combination of software, sustainability and finance skills to support the Company’s potential and accelerate its contribution to the vital renewable energy transition.”
The Offeror
The Offer will be made through the Offeror, a Norwegian private limited liability company established for the purpose of the Offer. The Offeror is a newly established acquisition vehicle, currently owned indirectly 100 per cent by AI Volt (Luxembourg) S.à r.l. (“AI Volt”), which itself is currently owned indirectly 100 per cent by Advent and Generation.
Upon completion of the Offer, AFK will exchange a portion of its shares in Volue for a receivable reflecting the Offer Price which will be converted to shares in a holding company of the Offeror, which will cause AFK to hold indirectly approximately 40 per cent of Volue (the “Share Conversion”). The rest of AKF’s shares in Volue will be sold to the Offeror for cash at the Offer Price (the “Share Sale”)."
AFK’s Share Conversion amounts to approximately 71 per cent of AFK’s existing shareholding while the Share Sale amounts to approximately 29 per cent of AFK’s existing shareholding in the Company.
AI Volt is 72 per cent owned by Advent and 28 per cent owned by Generation. The Offer will be financed through 100 per cent equity from the Investors. Pursuant to agreements between AFK and Al Volt, the Share Conversion and Share Sale is exclusive, binding and only subject to fulfilment of the conditions for the Offer, that may be waived by the Offeror, post Offer launch.
Offer premium
Under the Offer, shareholders of Volue will be offered NOK 42 per share in Volue to be settled in cash, valuing the total share capital of Volue on a fully diluted basis at a market capitalisation of approximately NOK 6.1 billion.
A premium of:
• 51 per cent premium to the closing price per the last trading day preceding the date of this announcement;
• 39 per cent to the 3-month volume weighted average price of the date preceding the date of this announcement; and
• 50 per cent to the 6-month volume weighted average price of the date preceding the date of this announcement.
Process
The Offer is the result of a thorough process over several months conducted by AFK. The purpose of the process was to explore whether Volue’s strategy would be better executed in a private setting, alongside a capital rich partner with experience in developing leading international SaaS companies and deep domain knowledge of the energy transition space, and with a governance mindset supporting the long-term ownership horizon of AFK, while simultaneously providing a firm and value-maximizing alternative to the current minority shareholders of the Company. AFK engaged ABG Sundal Collier ASA (“ABGSC”) and Advokatfirmaet Wiersholm (“Wiersholm”) to assist in structuring the competitive exploration process.
At the initiation of the exploration process, AFK alongside its advisors completed a careful exercise to identify potential partners to AFK in a possible take-private of the Company. A broad group of private equity sponsors were evaluated based on multiple criteria with importance to AFK, including:
• Energy transition competence and understanding;
• SaaS transition expertise, and relevant experience from successfully investing in vertical software companies;
• Understanding of Volue, incl. the markets in which Volue operates in;
• Financial capacity to support organic and inorganic growth;
• High levels of understanding and deep prior market research and engagement with Volue to ensure a high likelihood of both deal execution and post-transaction value creation; and
• ability to cater for a transaction structure and governance terms acceptable to AFK and its long-term perspective.
After this exercise and receiving support from the board of Volue to proceed with the exploration process and to share certain information with the selected parties, Advent International and Generation alongside other parties were invited to sign NDAs in March of 2024. After execution of the NDA, the parties received access to a comprehensive information package, and were invited to submit indicative proposals by the end of April 2024.
In addition to being the preferred party to AFKs board and management team, Advent and Generation also submitted the indication with the best commercial terms for the shareholders of Volue.
A bid conduct agreement between Arendals Fossekompani, Advent International and Generation Investment Management was signed 19 June 2024, and on 20 June 2024, the Offeror delivered a non-binding indicative offer letter to the independent members of the Board of Directors of Volue, comprising the seven independent board members who are not affiliated with AFK (the “Independent Board”).
The Independent Board unanimously granted the Investors the opportunity and necessary documentation to complete a customary confirmatory due diligence review of the Company and its business. This due diligence was concluded with an outcome that is satisfactory to the Investors. It is expected that the Independent Board will issue its statement regarding the bid in accordance with section 6-16 of the Norwegian Securities Trading Act in due course.
Information cleansing
As part of its confirmatory due diligence the Offeror has been provided access to certain information that has not been publicly disclosed, more specifically a trading update for April and May. The Company is expected to publish the same information that the Offeror has received access to no later than 8 July 07:00 CEST. The below summary provides the key highlights of the information the Offeror has received:
Financial figures for the 5-month period ending 31 May 2024:
• Operating revenues of NOK 671 million representing approx. 14 per cent YoY growth compared to NOK 588 million representing approx. 24 per cent YoY growth during the same period previous year.
• Organic growth for the period was approx. 6 per cent YoY growth compared to same period previous year.
• Adjusted EBITDA(1) of approx. NOK 139 million (adjusted EBITDA margin of approx. 21 per cent) compared to NOK 101 million (adjusted EBITDA margin of approx. 17 per cent) during the same period previous year.
• EBITDA of approx. NOK 123 million (EBITDA margin of approx. 18 per cent) compared to NOK 89 million (EBITDA margin of approx. 15 per cent) during the same period previous year.
• R&D capex (% of revenues) for the period was 11 per cent, compared to 9 per cent during the same period last year
• Recurring revenue(2) growth of approx. 26 per cent compared to approx. 23 per cent during the same period previous year.
• SaaS revenue(3) growth of approx. 38 per cent compared to approx. 42 per cent during the same period previous year.
Pre-acceptances from other shareholders than AFK
Including the commitment by AFK as described above, the Offeror has received irrevocable pre-acceptance to accept the Offer from shareholders representing appx. 67 per cent of the issued and outstanding shares in the Company.
Any information shared about the Offer by the Offeror with shareholders providing an irrevocable undertaking and relevant for a shareholder in connection with the Offer will, if not published prior to the Offer Document being made generally available, be included in the Offer Document (if and when published). These shareholders will tender their shares on the same terms (including price) and conditions as the other shareholders.
Key offer terms and conditions
The Offeror’s obligation to conclude the Offer will be subject to the following conditions which are for the sole benefit of the Offeror and may be waived, in whole or in part, by the Offeror at any time (the “Offer Conditions”):
• Minimum acceptance of more than 90 per cent of the fully diluted share capital of the Company;
• Receipt of all consents and approvals required from applicable governmental, regulatory and competition authorities, and any required third-party approvals, in each case, on terms satisfactory to the Offeror;
• The Company having conducted its business in the ordinary course of business;
• The absence of any material adverse change in relation to the Company; and
• The absence of any legal action, taken or threatened that would restrain or prohibit the consummation of the Offer or impose conditions upon the Offeror or its affiliates, the Company or any of its subsidiaries which are not acceptable to the Offeror in its reasonable judgement.
The Offer will not be subject to any financing or due diligence conditions.
Offer document
The complete details of the Offer, including all terms and conditions, will be contained in a voluntary offer document (the “Offer Document”), which will be sent to all eligible shareholders of Volue following review and approval by the Oslo Stock Exchange pursuant to Chapter 6 of the Norwegian Securities Trading Act. The Offer Document will be filed with the Oslo Stock Exchange as soon as practicable and is expected to be approved during August 2024. The Offer may only be accepted on the basis of the Offer Document.
It is expected that the Offer will be completed in the third quarter of 2024, following receipt of regulatory approvals and satisfaction of all other Offer Conditions.
Advisers
ABG Sundal Collier ASA is acting as financial advisors to Arendals Fossekompani and will also be receiving agent for Edison BidCo AS while Advokatfirmaet Wiersholm AS is acting as legal advisors to Arendals Fossekompani.
Carnegie AS is acting as financial advisor while Advokatfirmaet Schjødt AS, Kirkland & Ellis International LLP and Clifford Chance LLP are acting as legal advisors to Advent and Generation.
First House is acting as communication advisors to Advent, AFK and Generation.
Notes
(1) Adjusted EBITDA - In order to give a better representation of underlying performance, EBITDA is adjusted with non-recurring items.
(2) Annual Recurring Revenues is defined as revenues from recurring contracts including software as a service. Includes also elements of reoccurring revenue, for Scanmatic that is reported under Other segments.
(3) Software as a service. SaaS revenues are defined as revenues from software & services operated by Volue in the cloud.
For further information, please contact:
International media
Advent International:
Peter Folland
+44 758 8085 195
pfolland@adventinternational.co.uk
Generation Investment Management:
Jenny Tod
+44 7946 468 823
jenny.tod@archetype.co
Arendals Fossekompani:
Hanne Nyborg Watts
+47 974 04 496
hanne.watts@arendalsfoss.no
Norwegian media
Arendals Fossekompani:
Hanne Nyborg Watts
+47 974 04 496
hanne.watts@arendalsfoss.no
Advent and Generation:
Geir Arne Drangeid
+47 913 104 58
gad@firsthouse.no
Kari Holm Hejna
+47 906 69 284
khh@firsthouse.no
For administrative questions regarding the Offer, please contact your bank or the nominee registered as holder of your shares.
About Advent
Founded in 1984, Advent International is one of the largest and most experienced global private equity investors. The firm has invested in 420 private equity investments across 43 countries, and as of December 31, 2023, had over €84 billion in assets under management.* With 15 offices in 12 countries, Advent has established a globally integrated team of over 300 private equity investment professionals across North America, Europe, Latin America, and Asia. The firm focuses on investments in five core sectors, including business and financial services; health care; industrial; retail, consumer, and leisure; and technology. For 40 years, Advent has been dedicated to international investing and remains committed to partnering with management teams to deliver sustained revenue and earnings growth for its portfolio companies.
For more information, visit
Website: www.adventinternational.com
LinkedIn: www.linkedin.com/company/advent-international
- Assets under management include assets attributable to Advent advisory clients as well as employee and third-party co-investment vehicles.
About Arendals Fossekompani
Arendals Fossekompani (AFK) is an industrial investment company that owns energy and technology-related companies which enable the energy transition and develop next generation industrial technologies. Arendals Fossekompani operates globally in several forward-thinking industries, such as B2B software and analytics, satellite communications, induction technology and industrial 3D printing. Established in 1896, Arendals Fossekompani has been a proud producer of renewable hydro power for more than 100 years. The company is headquartered in Arendal, Norway and has been listed at the Oslo Stock Exchange since 1913.
For more information on Arendals Fossekompani, please visit our website:
Value creation through sustainable choices - Arendals Fossekompani
About Generation Investment Management
Generation Investment Management LLP is dedicated to long-term investing, integrated sustainability research and client alignment. It is an independent, private, owner-managed partnership established in 2004 and headquartered in London, with a US presence in San Francisco. Its vision is a sustainable world in which prosperity is shared broadly, in a society that achieves wellbeing for all, protects nature and preserves a habitable climate. Generation’s Growth Equity strategy invests in companies with proven technology and commercial traction, run by talented mission-driven management teams. The strategy seeks to identify companies which will be on the right side of the structural social and economic changes that are already under way. Our shorthand for this is “system positive.”
For more information on Generation, please visit our website:
https://www.generationim.com/
Important notice
The Offer and the distribution of this announcement and other information in connection with the Offer may be restricted by law in certain jurisdictions. The Offer and the Offer Document are not to be regarded as an offer, whether directly or indirectly, in jurisdictions where, pursuant to legislation and regulations in such relevant jurisdictions, such an offer would be prohibited. Shareholders not resident in Norway wanting to accept the Offer must make inquiries regarding relevant and applicable legislation, including but not limited to whether public consent is required and any possible tax consequences. The Offer will not be made to, either directly nor indirectly or on behalf of, Shareholders in any jurisdiction where presenting the Offer or acceptance thereof would be in conflict with the laws of such jurisdictions including, but not limited to, shareholders present in, with registered or mailing addresses in, or who are citizens of Canada, Australia, New Zealand, South Africa, Hong Kong and Japan (the “Restricted Territories”) and the Offeror retains the right not to accept acceptances of the Offer from such shareholders.
Each shareholder should study the Offer Document carefully in order to be able to make an informed and balanced assessment of the Offer and the information that is discussed and described therein. Shareholders should not construe the contents of this announcement as legal, tax or accounting advice, or as information necessarily applicable to each shareholder. Each shareholder should seek independent advice from its own financial and legal advisors prior to making a decision to accept the Offer.
No profit forecasts or estimates
No statement in this announcement is intended as a profit forecast or profit estimate and no statement in this announcement should be interpreted to mean that earnings or earnings per share for the current or future financial years would necessarily match or exceed the historical published earnings or earning per share.
Forward-looking statements
This announcement, oral statements made regarding the Offer, and other information published by the Offeror and/or Volue may contain statements which are, or may be deemed to be, “forward looking statements”. Such forward looking statements are prospective in nature and are not based on historical facts, but rather on current expectations and on numerous assumptions regarding the business strategies and the environment in which the Volue group will operate in the future and are subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied by those statements. The forward-looking statements contained in this announcement relate to the Volue group’s future prospects, developments and business strategies, the expected timing and scope of the Offer and other statements other than historical facts. In some cases, these forward looking statements can be identified by the use of forward looking terminology, including the terms “believes”, “estimates”, “will look to”, “would look to”, “plans”, “prepares”, “anticipates”, “expects”, “is expected to”, “is subject to”, “budget”, “scheduled”, “forecasts”, “synergy”, “strategy”, “goal”, “cost-saving”, “projects” “intends”, “may”, “will” or “should” or their negatives or other variations or comparable terminology. Forward-looking statements may include statements relating to the following: (i) future capital expenditures, expenses, revenues, earnings, synergies, economic performance, indebtedness, financial condition, dividend policy, losses, contract renewals and future prospects; (ii) business and management strategies and the expansion and growth of Volue’s operations; and (iii) the effects of global economic and political conditions and governmental regulation on Volue’s business. By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future. These events and circumstances include changes in the global, political, economic, business, competitive, market and regulatory forces, future exchange and interest rates, changes in tax rates and future business combinations or disposals. If any one or more of these risks or uncertainties materialises or if any one or more of the assumptions prove incorrect, actual results may differ materially from those expected, estimated or projected. Such forward looking statements should therefore be construed in the light of such factors. Neither Volue nor the Offeror nor any member of their respective groups, nor any of their respective members, associates or directors, officers or advisers, provides any representation, assurance or guarantee that the occurrence of the events expressed or implied in any forward-looking statements in this announcement will actually occur. Given these risks and uncertainties, potential investors should not place any reliance on forward looking statements. The forward-looking statements speak only at the date of this document. All subsequent oral or written forward looking statements attributable to any member of the Volue group, the Offeror or any member of their respective group, or any of their respective members, associates, directors, officers, employees or advisers, are expressly qualified in their entirety by the cautionary statement above. Volue, the Offeror and each member of their respective groups expressly disclaim any obligation to update such statements other than as required by law or by the rules of any competent regulatory authority, whether as a result of new information, future events or otherwise.
Notice to United States
[U.S. Holders (as defined below) are advised that the shares of Volue are not listed on a U.S. securities exchange and that Volue is not subject to the periodic reporting requirements of the U.S. Securities Exchange Act of 1934, as amended (the “U.S. Exchange Act”), and is not required to, and does not, file any reports with the U.S. Securities and Exchange Commission (the “SEC”) thereunder. The Offer will be made to holders of Volue shares resident in the United States (“U.S. Holders”) on the same terms and conditions as those made to all other holders of Shares of the Company to whom an offer is made. Any information documents, including this Offer Document, are being disseminated to U.S. Holders on a basis comparable to the method that such documents are provided to the Company’s other shareholders to whom an offer is made. The Offer is being made by the Offeror and no one else.
The Offer relates to shares of a Norwegian company listed and trading on Oslo Børs and is subject to the legal provisions of the Securities Trading Act regarding the implementation and disclosure requirements for such an offer, which differ substantially from the corresponding legal provisions of the United States. For example, the financial statements and certain financial information in this Offer Document have been determined in accordance with the International Financial Reporting Standards (“IFRS”) and may therefore not be comparable to the financial statements or financial information of U.S. companies and other companies whose financial information is determined in accordance with the Generally Accepted Accounting Principles of the United States.
The Offer is being made to U.S. Holders pursuant to section 14(e) and Regulation 14E under the U.S. Exchange Act as a “Tier II” tender offer, and otherwise in accordance with the requirements of Norwegian law. Accordingly, the Offer is subject to disclosure and other procedural requirements, including with respect to the offer timetable, that are different from those would be applicable under U.S. domestic tender offer procedures and law. Furthermore, the payment and settlement procedure with respect to the Offer will comply with the relevant rules of the Securities Trading Act, which differ from payment and settlement procedures customary in the United States, particularly with regard to the payment date of the consideration.
Pursuant to an exemption from Rule 14e-5 under the U.S. Exchange Act, the Offeror and its affiliates or brokers (acting as agents for the Offeror or its affiliates, as applicable) may from time to time, and other than pursuant to the Offer, directly or indirectly, purchase or arrange to purchase, Shares or any securities that are convertible into, exchangeable for or exercisable for such Shares outside the United States during the period in which the Offer remains open for acceptance, so long as those acquisitions or arrangements comply with applicable Norwegian law and practice and the provisions of such exemption. To the extent information about such purchases or arrangements to purchase is made public in Norway, such information will be disclosed by means of a press release or other means reasonably calculated to inform U.S. Holders of such information. In addition, the financial advisors to the Offeror may also engage in ordinary course trading activities in securities of the Company, which may include purchases or arrangements to purchase such securities].
Canada
Neither this announcement or the Offer Document nor any copy of thereof may be taken or transmitted into Canada or distributed or redistributed in Canada or to any individual outside Canada who is a resident of Canada, except in compliance with applicable rules.
Australia
The Offer will not be made directly or indirectly in or into and may not be accepted in or from Australia. Accordingly, if any copies of this announcement or the Offer Document (and any accompanying documents) are mailed or otherwise distributed or sent in or into Australia, that action does not constitute an offer and any purported acceptance by or on behalf of an Australian resident will be invalid.
No document in connection with the Offer has been lodged with the Australian Securities & Investments Commission (“ASIC”) and ASIC has not approved the Offer in Australia.+
Japan
Neither this announcement or the Offer Document nor any copy of it may be taken or transmitted into Japan or distributed or redistributed in Japan or to any resident thereof for the purpose of solicitation of subscription or offer for sale of any securities or in the context where its distribution may be construed as such solicitation or offer.
This information is considered to be inside information pursuant to the EU Market Abuse Regulation and is subject to the disclosure requirements according to section 5-12 of the Norwegian Securities Trading Act. The information was submitted for publication by Lars Peder Fensli, CFO, Arendals Fossekompani ASA, on 8 July 2024 at 07:00 CET.
Kilde
