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Oslo, 28 April 2023:
Reference is made to the offer document dated 30 March 2023 (the “Offer Document”) for the recommended voluntary offer (the “Offer”) to acquire all outstanding shares of Meltwater N.V. (“Meltwater” or the “Company”) by MW Investment B.V. (“MW Investment” or the “Offeror”), and to the stock exchange announcement on 31 March 2023 regarding the launch of the Offer.
As announced by the Company in a stock exchange announcement on 21 March 2023, an extraordinary general meeting of the Company will be held on 2 May 2023 to consider inter alia certain restructuring resolutions. According to Dutch law, such extraordinary general meeting must be held at least 6 business days prior to the expiry of the Offer Period.
To give shareholders sufficient time to consider the Offer following the extraordinary general meeting as required under Dutch law, and pursuant to sections 3.3.3 and 3.3.8 of the Offer Document, the Offeror hereby extends the Offer Period until 11 May 2023 at 17:00 hours (CEST).
As a consequence of the extension, and with reference to section 3.3.12 in the Offer Document, the settlement of the Offer may be postponed correspondingly, and, as further set out in section 3.3.4 in the Offer Document, will take place by no later than on the 20th business day after announcement that the closing conditions “Minimum acceptance”, “EGM Approval” and “Regulatory Approvals” have been met or waived, provided that the other closing conditions remain satisfied until settlement of the Offer or are waived by the Offeror.
Additionally, the Offeror hereby confirms that the Offer Price of NOK 18.00 per Meltwater share, paid in cash (the “Cash Consideration”), (ii) one ordinary share B in the Offeror (a “Consideration Share”) per Meltwater Share, or (iii) a combination of 50% Cash Consideration and 50% Consideration Shares, is its best and final Offer Price. With reference to sections 3.3.1 and 3.3.8 of the Offer Document, the Offeror hereby confirms that the Offeror waives its option to increase the Offer Price and that the Offer Price will not be increased.
Other than the extension of the Offer Period and confirmation that the Offer Price will not be increased as set out above, there are no amendments to the terms of the Offer. The acceptances already tendered will remain binding and there is no need for shareholders that have accepted to take any action whether to confirm their acceptances or otherwise. The Offeror maintains its right to further extend the Offer Period (one or several times), but not beyond 9 June 2023 at 16:30 hours (CEST).
The Offeror (together with its affiliates) currently owns, or has, through acceptances from shareholders, the pre-acceptances to the Offer from Fountain Venture AS and Fountain V B.V., and Altor Fund III’s current holding of shares in Meltwater through its portfolio company Big Data Holding Ltd, rights to, in total 129,254,652 shares in Meltwater, representing in total approximately 41% of the share capital of the Company. Other than this, the Offeror does not hold any shares in Meltwater. Excluding pre-acceptances to the Offer from Fountain Venture AS and Fountain V B.V., the Company has as of today received acceptances for a total of 320,267 shares in Meltwater.
In addition to the previous stated intentions of the Meltwater board members, the Offeror has further received confirmation that the Offer will be accepted by John Box, Meltwater CEO, and Lena Shishkina, Meltwater CFO, both for all shares held by them and both electing the cash alternative.
As shareholders make their decision, they should be aware that in addition to that the Offer Price will not be increased:
• The Meltwater Board has conducted a review of strategic alternatives, executed by a special committee of the Meltwater Board, which culminated in the unanimous decision to support and recommend the Offer and the announcement of the Offer in January 2023.
• The Offer Price represents a 135% premium to the last traded share price of NOK 7.67 as per 14 September 2022, the day immediately prior to the Company’s stock exchange announcement of the Company’s review of strategic alternatives for the Company.
• The Offeror has also offered existing shareholders an ability to participate in the transaction by rolling 50% or 100% of their shares or opt into full cash consideration of 18 NOK per share, enabling significant flexibility for existing shareholders.
The complete terms and conditions for the Offer, including a description of the procedures for accepting the Offer, is set out in the Offer Document, with the amended Offer Period for the Offer as described in this announcement. As further detailed and specified in the Offer Document, the completion of the Offer will be subject to certain conditions being satisfied or waived by the Offeror. No other changes have occurred which require any adjustments to the terms and conditions set out in the Offer Document.
Subject to regulatory restrictions in certain jurisdictions, the Offer Document is available at Meltwater N.V. - Recommended voluntary offer to acquire all outstanding shares - Carnegie Norway. The Offer Document may also be obtained free of charge during ordinary business hours at the offices of the receiving agent, Carnegie AS, Aker Brygge, Fjordalléen 16, 0250 Oslo, Norway.
This announcement by the Offeror, and the extension of the Offer Period and the confirmation that the Offer Price will not be increased as set out above, has been approved by the Oslo Stock Exchange.
Advisors
Carnegie AS is acting as financial advisor to the Offeror, Altor and Marlin in connection with the Offer, and as receiving agent in connection with the settlement of the Offer. Advokatfirmaet Thommessen AS and Freshfields Bruckhaus Deringer LLP are acting as legal advisors to Altor. Advokatfirmaet Wiersholm AS, Goodwin Procter LLP and AKD N.V. are acting as legal advisor to Marlin.
For further information, please contact:
MW Investment B.V.
Carnegie AS
meltwater@carnegie.no
About MW Investment B.V.
MW Investment B.V. (the “Offeror”) is a newly incorporated private limited company incorporated and registered under the laws of the Netherlands acting as special purpose acquisition vehicle in connection with the Offer and will be indirectly majority owned by Altor and Marlin. Following settlement of the Offer, the Offeror will also be indirectly owned by Fountain Venture AS, and any other minority shareholders who have opted for the roll-over alternatives and been allocated Consideration Shares (as more fully described in the Offer Document).
About Altor
Since inception, the family of Altor funds has raised some EUR 8.3 billion in total commitments. The funds have invested in around 90 companies as well as many add-on acquisitions, generating consistently strong returns. The investments have been made in medium sized predominantly Nordic companies with the aim to create value through growth initiatives and operational improvements. Among current and past investments are QNTM, ARC, Silo AI, Dustin, Navico, Sbanken, Rossignol, Helly Hansen and SATS. For more information visit www.altor.com.
About Marlin Equity Partners
Marlin Equity Partners is a global investment firm with over $8.5 billion of capital under management. The firm is focused on providing corporate parents, shareholders and other stakeholders with tailored solutions that meet their business and liquidity needs. Marlin invests in businesses across multiple industries where its capital base, industry relationships and extensive network of operational resources significantly strengthen a company’s outlook and enhance value. Since its inception, Marlin, through its group of funds and related companies, has successfully completed over 200 acquisitions. The firm is headquartered in Los Angeles, California with an additional office in London. For more information, please visit www.marlinequity.com.
Important notice
This information is subject to the disclosure requirements pursuant to Section 5-12 the Norwegian Securities Trading Act.
It may be unlawful to distribute this announcement in certain jurisdictions. This announcement is not for distribution in Australia, Canada, the Hong Kong special administrative region of the People’s Republic of China, Japan, South Africa, the United States or to any other jurisdiction where such distribution would be unlawful. The information in this announcement does not constitute an offer of securities for sale in such jurisdictions. Persons into whose possession this release comes should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.
This announcement does not constitute an offer for sale of, or a solicitation of an offer to purchase or subscribe for, any securities in the United States. The Offer or Consideration Shares referred to in this release have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available. The information contained in this announcement is for informational purposes only and does not purport to be full or complete. The Offeror does not intend to conduct a public offering in the United States and is relying on exemptions from registration. The Offer will be made to shareholders in the United States in compliance with applicable U.S. securities laws and regulations, including Section 14(e) and Regulation 14E under the U.S. Securities Exchange Act of 1934, as amended. Copies of this announcement are not being, and should not be, distributed in or sent into the United States.
In the United Kingdom, this announcement is for distribution only to and is directed only at persons who (i) have professional experience in matters relating to investments which fall within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended, the “Financial Promotion Order”), (ii) are persons falling within Article 49(2)(a) to (d) (“high net worth companies, unincorporated associations etc”) of the Financial Promotion Order, or (iii) are persons to whom an invitation or inducement to engage in investment activity (within the meaning of section 21 of the Financial Services and Markets Act 2000) in connection with the issue or sale of any securities may otherwise lawfully be communicated or caused to be communicated (all such persons together being referred to as “relevant persons”). This announcement is directed only at relevant persons and must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which this announcement relates is available only to relevant persons and will be engaged in only with relevant persons.
This announcement has been prepared on the basis that any offer of securities in any Member State of the European Economic Area which has implemented the Prospectus Regulation (EU) (2017/1129, as amended, the “Prospectus Regulation”) (each, a “Relevant Member State”) will be made pursuant to an exemption under the Prospectus Regulation, as implemented in that Relevant Member State, from the requirement to publish a prospectus for offers of securities. Accordingly, any person making or intending to make any offer in that Relevant Member State of securities, which are the subject of the offering contemplated in this announcement, may only do so in circumstances in which no obligation arises for the Offeror to publish a prospectus pursuant to Article 3 of the Prospectus Regulation or supplement a prospectus pursuant to Article 16 of the Prospectus Regulation, in each case, in relation to such offer. Neither the Offeror, Altor or Marlin nor any of the advisors have authorised, nor do they authorise, the making of any offer of the securities through any financial intermediary, other than offers made by the Offeror which constitute the final placement of the securities contemplated in this announcement. Neither the Offeror, Altor, Marlin nor any of the advisors have authorised, nor do they authorise, the making of any offer of securities in circumstances in which an obligation arises to publish or supplement a prospectus for such offer.
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 or the future plans and objectives of the Offeror or Meltwater 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.
Neither the Offeror, Altor, Marlin, Meltwater nor any of their advisors and/or any of their affiliates or any of their respective directors, officers, employees, advisers, agents or any other person(s) accept any responsibility or liability whatsoever for, or make any representation or warranty, express or implied, as to the accuracy, completeness or fairness of the information or opinions in this announcement (or whether any information has been omitted from this announcement) or any other information relating the Offer, the Offeror or Meltwater.
The issue, subscription or purchase of shares in the Offeror is subject to specific legal or regulatory restrictions in certain jurisdictions. Neither the Offeror, Meltwater nor their advisors assume any responsibility in the event there is a violation by any person of such restrictions.
The release is not for publication or distribution, in whole or in part directly or indirectly, in or into United States, Canada, Australia, New Zealand, Hong Kong, Japan or any other jurisdiction in which the distribution or release would be unlawful. This release is an announcement issued pursuant to legal information obligations, and is subject of the disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act. It is issued for information purposes only, and does not constitute or form part of any offer to sell or purchase, or solicitation to purchase or subscribe for any securities, in the United States or in any other jurisdiction. The securities mentioned herein have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the “US Securities Act”). The securities may not be offered or sold in the United States except pursuant to an exemption from the registration requirements of the US Securities Act. The Offeror does not intend to register any portion of the offering of the securities in the United States or to conduct a public offering of the securities in the United States. Copies of this announcement are not being made and may not be distributed or sent into Australia, Canada, Japan or the United States.
Kilde
