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EG Norge AS (“EG” or the “Offeror”) contemplates launching a voluntary cash offer to acquire all outstanding shares of Carasent ASA (“Carasent” or the "Company) at a price of NOK 20 per share (the “Offer”).
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The Offer represents a premium of (i) 81.8% to closing price the last trading day before Carasent published the Q1 2024 report including the revised financial targets (23 April 2024), (ii) 40.0% to the volume-weighted average price (“VWAP”) since publishing the Q1 2024 report (24 April 2024), and (iii) 78.0% to the last 30 trading days VWAP prior to Carasent publishing the Q1 2024 report.
The Offer has already received strong support from key shareholders representing 34.0 per cent of the share capital of the Company, who have given irrevocable undertakings to, subject to customary conditions, accept the Offer once launched. Acceptance undertakings representing 31.3% of the share capital of the Company may only be withdrawn if the offer period in respect of the Offer is not commenced on or prior to 16:30 (CEST time) on 31 July 2024 or a third party makes a competing offer with a consideration representing at least a 50% premium to the Offer Price that is not matched by the Offeror.
It is expected that the Offer will be subject to customary conditions, including acceptance level and any regulatory approvals required. The Offer will not be subject to or conditional upon financing.
EG is a market leading vendor of Nordic vertical software for private and public customers. EG’s Software-as-a-Service offerings are developed by specialists with deep industry and domain knowledge, supporting business-critical and administrative processes.
" We are impressed with the scale and quality of the business that the Carasent team has built. In our view, there is a clear strategic fit between Carasent and EG. Combining the forces of Carasent and EG will enable us to create an even stronger player within healthcare and social care. It requires scale to fully capture the opportunities and win in the rapidly changing market.
We therefore believe a combination of Carasent and EG will be in the best interest of the employees, customers and other stakeholders of the two companies " says Mikkel Bardram, CEO of EG.
Launch of the Offer is subject to, inter alia, a customary confirmatory due diligence of key commercial, financial, technical and legal aspects of the Company with a focus on confirming key assumptions. EG will do so with an experienced team who have conducted more than 35 acquisitions in the past four years, and looks forward to engaging with the Carasent management team to complete the confirmatory due diligence without delay.
EG initiated formal contact with the board of directors of Carasent on 4 April 2024 by submitting an indicative offer letter outlining key terms of the Offer. EG had at that time already received strong support from shareholders representing 31.3% per cent of the share capital of the Company, including the Company’s largest shareholder, Acapital Cara Holdco AS and a group consisting of Johan Lindqvist, former Chairman, Dennis Höjer, former CEO, Niclas Hugosson, founder and CPO in Carasent, and Jesper Jannerberg, former CEO.
Based on the strong offer and key shareholder support, EG requested customary due diligence access in order to be able to confirm key offer assumptions. However, EG and the board of directors of Carasent have to date not been able to reach an agreement for EG to commence its confirmatory due diligence. The board of directors has, inter alia, required that EG commits to not making the offer known to the shareholders in Carasent in the event the board ultimately decides not to recommend the Offer. EG cannot accept to limit its ability to let the shareholders themselves consider whether or not to accept the Offer. EG has therefore not seen any other option than to announce its intention to launch the Offer, while reiterating its request to the board of directors of Carasent to allow EG to conduct a confirmatory due diligence without undue delay. EG is of the firm opinion that a public announcement of its intention to launch the Offer is in the best interest of all stakeholders of Carasent, including its shareholders, employees and customers.
As further evidence of the attractiveness of the Offer, EG has over the past few days secured additional irrevocable undertakings to accept the Offer from shareholders representing 2.7 per cent, bringing the total up to 34.0 per cent of the share capital of the Company.
The complete details of any launched Offer, including all terms and conditions, will be included in an offer document (the “Offer Document”) to be sent to the Company’s shareholders. This notification does not constitute an offer. The Offer will only be made on the basis of the Offer Document and can only be accepted pursuant to the terms of the Offer Document. The Offer will not be made in any jurisdiction in which the making of the Offer would not be in compliance with the laws of such jurisdiction.
Carnegie AS is acting as financial advisor to EG in connection with the Offer, and Arntzen de Besche Advokatfirma AS is acting as legal advisor.
CONTACT
Per Roholt, Communications Manager, +45 2060 9736, peroh@eg.dk
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 Offeror assumes no responsibility in the event there is a violation by any person of such restrictions. Persons into whose possession this announcement or such other information should come are required to inform themselves about and to observe any such restrictions.
This release contains certain forward-looking statements within the meaning of the securities laws and regulations of various international, federal, and state jurisdictions. All statements, other than statements of historical fact, included herein, including without limitation, statements regarding the Offer, future plans and objectives of the Offeror are forward-looking statements that involve risk and uncertainties. There can be no assurances that such statements will prove to be accurate and actual results could differ materially from those anticipated in such statements.
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