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Trondheim, 26 September 2023
Juniper Holdco AS (“Juniper”) and Rieber & Søn AS (“Rieber”) have today entered
into a conditional agreement for Juniper to acquire Rieber’s 62.8% shareholding
in Q-Free ASA (“Q-Free” or the “Company”) at a price of NOK 12.00 per share (the
“Purchase Price”) (the “Transaction”).
Subject to completion of the Transaction, Juniper will make an offer at NOK
12.00 per share to the remaining shareholders as specified in Chapter 6 of the
Norwegian Securities Act (the “Mandatory Offer”). Juniper, Rieber and the
Company have entered into a transaction agreement, regulating the rights and
obligations of the parties in connection with the Transaction and the Mandatory
Offer.
Juniper is 70% owned by a subsidiary of Guardian Capital Group Limited
(“Guardian”) and 30% owned by Rieber, a Bergen based privately held investment
firm.
The Purchase Price represents a premium of:
· 99.34% to the closing price on the Oslo Stock Exchange on 25 September 2023,
being the last trading day prior to the date of this announcement;
· 106.23% to the volume weighted average share price during the three-month
period ending on 25 September 2023; and
· 111.15% to the volume weighted average share price during the six-month
period ending on 25 September 2023.
Conditions to completion of the Transaction include:
i. There having been no material breach by Q-Free or Rieber of their
undertakings in the Transaction Agreement; and
ii. The absence of a material adverse change.
Completion of the Transaction is expected to take place early October 2023.
The board of directors of Q-Free (excluding its members having a conflict of
interest) (the “Board”) recommends that the Company’s shareholders accept the
Mandatory Offer. The Board’s recommendation is unanimous. As part of the
Transaction Agreement, the Board has undertaken not to solicit competing offers
from third parties and not to amend or withdraw its recommendation, subject to
customary conditions.
Commenting on the transaction, Robert Mah, President of Guardian Smart
Infrastructure Management Inc., stated, “We are excited to partner with one of
Europe’s leading investors in technology driven infrastructure. Q-Free is highly
regarded, particularly for its edge technology solutions, in the rapidly growing
market for intelligent transportation services designed to ease congestion,
reduce pollution, and improve the quality of life for commuters, professional
drivers and fleet operators in the key global markets the Company serves. As
experienced long term infrastructure investors, we plan to provide additional
resources to this Trondheim based business in an effort to continue its strong
record of growth and leading by innovation”.
Guardian’s CEO George Mavroudis added “We formed our infrastructure strategy to
invest in the growing number of opportunities where digital and traditional
infrastructure are converging.” Guardian’s infrastructure strategy is headed by
seasoned infrastructure investor Rob Mah, who together with his partners, has
invested over $US 11 billion in 37 infrastructure transactions, many of which
are relevant to Q-Free and its customers in traffic management, toll roads and
ports/intermodal.
Rieber’s Managing Director Fritz Rieber, added, “We in Rieber & Søn would like
to express our gratitude to the employees, management, and board for their
efforts in driving improvements in the business and launching the implementation
of a new business model since our initial investment in 2016. These positive
changes have positioned Q-Free for the next phase of growth and development.
Rieber aims to be a driving force in further developing Q-Free also for the
years to come and, through Guardian, has identified a partner that is believed
to have the potential to significantly contribute to the Company’s growth, both
financially and through its network, particularly in North America. This
strategic collaboration is intended to solidify and enhance Q-Free’s position as
a leading Intelligent Transportation Systems (ITS) company”.
Geir Bjørlo, deputy Chairman of the Board at Q-Free, said, “The Board believes
the terms of the offer from Juniper Holdco AS are in the best interests of Q
-Free and our shareholders, and that the offer will benefit our employees,
customers and partners. The Board recommends the offer as it represents a fair
valuation of the company, as well as significant opportunities for accelerating
the company’s journey as the leading provider and prime mover of intelligent
traffic solutions.”
The complete terms of the Mandatory Offer will be set out in an offer document
(the “Offer Document”) to be sent to the Company’s shareholders following review
and approval by the Oslo Stock Exchange pursuant to Chapter 6 of the Norwegian
Securities Trading Act. The Offer Document is expected to be approved during the
first half of October. This notification does not in itself constitute an offer.
The Mandatory Offer may only be accepted based on the Offer Document.
Juniper intends to make a compulsory acquisition of the remaining shares in Q
-Free upon acquiring more than 90% of the shares in the Company under the
Mandatory Offer. Further, subject to the outcome of the Mandatory Offer, Juniper
intends to propose to the general meeting of Q-Free that an application is filed
with the Oslo Stock Exchange to de-list the shares.
Q-Free will engage an independent third party to provide the formal statement
about the Offer to be issued in accordance with section 6-16 (1) cf. 6 -19 (1)
of the Norwegian Securities Trading Act.
Advisers:
Advokatfirmaet Schjødt AS and Kirkland & Ellis are acting as legal advisors to
Guardian. Wikborg Rein Advokatfirma AS is acting as legal advisor to Rieber.
Advokatfirmaet Thommessen AS is acting as legal advisors to the Company.
Harris Williams is acting as financial adviser to Guardian. DnB Bank ASA is
acting as settlement agent to the Bidder.
Contacts
Q-Free:
Thale Kuvås Solberg, President & CEO, Q-Free ASA
Tel: +47 936 800 30
Email: thale.kuvas.solberg@q-free.com
Guardian:
Robert Mah, President, Guardian Smart Infrastructure Management Inc.
Tel: +1-416-947-4033
Email: rmah@guardiancapital.com
Rieber:
Øystein Elgan, Director
Tel: +47 901 08 833
Email: oystein@rieberson.no
About Q-Free:
Q-Free ASA (OSE: QFR) is a global innovator in intelligent transportation
systems that improve traffic flow, road safety, and air quality. With an open,
collaborative approach to tolling, traffic and active transportation management,
Q-Free works with customers and partners on every continent to digitize
infrastructure and overcome modern mobility challenges for the greater good of
society. Headquartered in Trondheim, Norway, Q-Free has annual revenues of
approximately 1 billion NOK and employs approximately 360 transportation
innovators, experts, and enthusiasts. To learn more about how Q-Free is
“changing the movements of life”, visit www.q-free.com or Twitter: @Q-FreeASA.
The Mandatory Offer will not be subject to any closing conditions. The
acceptance period in the Mandatory Offer will be four (4) weeks and will
commence following publication of the Offer Document. Settlement will be made
within two (2) weeks after expiry of the offer period.
The Mandatory Offer will not be made in any jurisdiction in which the making of
the Mandatory Offer would violate applicable laws or regulations or would
require actions which the Bidder in its reasonable opinion, after having
consulted with the Company, deems unduly burdensome.
As the Board’s recommendation is made pursuant to the Transaction Agreement, it
does not serve as the formal statement to be made pursuant to sections 6-16 and
6-19 of the Norwegian Securities Trading Act. The Company has in this respect
engaged KWC as an independent third party who, subject to approval by the Oslo
Stock Exchange, is expected to provide the formal statement concerning the
Mandatory Offer, to be issued in accordance with section 6-16 (1) cf. section 6
-19 (1) of the Norwegian Securities Trading Act.
About Guardian Capital:
Toronto based Guardian Capital Group Limited (“Guardian”) is a global asset
manager with approximately $CDN 56.5 billion of assets under management and
administration as of 6/30/23, Guardian has been managing institutional assets
since 1962, executing investment strategies on behalf of pension plans,
insurers, foundations, endowments, family offices and mutual funds around the
world. Guardian does not control any companies that directly compete with Q-Free
About Rieber:
Rieber & Søn AS is a family-owned Norwegian investment company with an
industrial legacy dating back to 1839. Rieber has a portfolio of short-term
investments as well as investments with a long-term perspective. Rieber & Søn
respects and values the experience and know-how built and cultivated in the
companies. On this basis, Rieber & Søn generally want to serve as an active
partner for management in developing the business, for the benefit of employees,
owners, and society at large.
Important notice:
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 Board Secretary, Rita Bøe Isaksen on behalf of Q
-Free on 26 September 2023 at 22:25 CET.
The Mandatory Offer and the distribution of this announcement and other
information in connection with the Mandatory Offer and the Transaction may be
restricted by law in certain jurisdictions. When published, the Offer Document
and related acceptance forms will not and may not be distributed, forwarded or
transmitted into or within any jurisdiction where prohibited by applicable law,
including, without limitation, Canada, Australia, New Zealand, South Africa,
Hong Kong and Japan. The Bidder does not assume any 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 announcement is not a tender offer document and, as such, does not
constitute an offer or the solicitation of an offer to acquire shares in the
Company. Investors may accept the Mandatory Offer only on the basis of the
information provided in the Offer Document. Offers will not be made directly or
indirectly in any jurisdiction where either an offer or participation therein is
prohibited by applicable law or where any tender offer document or registration
or other requirements would apply in addition to those undertaken in Norway.
Notice to U.S. Holders
U.S. Holders (as defined below) are advised that the shares of the Company are
not listed on a U.S. securities exchange and that the Company is not subject to
the periodic reporting requirements of the U.S. Securities Exchange Act of 1934
(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 Mandatory Offer will be made in reliance on the exemption from certain
requirements of Regulation 14E of the U.S. Exchange Act provided by Rule 14d
-1(c) thereunder, and otherwise in accordance with the requirements of Norwegian
law. Accordingly, the Mandatory Offer will be subject to disclosure and other
procedural requirements, including with respect to the offer timetable,
withdrawal rights, settlement procedures and timing of payments, that are
different from those that would be applicable under U.S. domestic tender offer
procedures and law. The Mandatory Offer will be made in the United States by the
Bidder and no one else.
The Mandatory Offer will be made to holders of shares of the Company 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 the Offer Document, will be 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 receipt of cash pursuant to the Mandatory Offer by a U.S. Holder of the
shares of the Company may be a taxable transaction for U.S. federal income tax
purposes and under applicable state and local, as well as foreign and other tax
laws. Each holder of shares of the Company is urged to consult his independent
professional advisor immediately regarding the tax consequences of acceptance of
the Mandatory Offer.
It may be difficult for U.S. Holders of shares of the Company to enforce their
rights and any claim arising out of the U.S. federal securities laws, since the
Bidder, Rieber and the Company are located in and organized under the laws of
countries other than the United States, and some or all of their officers and
directors may be residents of a country other than the United States, and their
respective assets are located primarily outside the United States. U.S. Holders
of shares of the Company may not be able to sue a non-U.S. company or its
officers or directors in a non-U.S. court for violations of the U.S. securities
laws. Further, although U.S. Holders of shares of the Company are not waiving
their rights under U.S. federal laws by accepting the Mandatory Offer, it may be
difficult to compel a non-U.S. company and its affiliates to subject themselves
to a U.S. court’s judgement. As used herein, the “United States” or the “U.S.”
means the United States of America, its territories and possessions, any state
of the United States of America, and the District of Columbia.
Pursuant to an exemption from Rule 14e-5 under the U.S. Exchange Act, the Bidder
and its affiliates or brokers (acting as agents for the Bidder or its
affiliates, as applicable) may from time to time, and other than pursuant to the
Mandatory Offer, directly or indirectly, purchase or arrange to purchase, shares
of the Company or any securities that are convertible into, exchangeable for or
exercisable for such shares outside the United States during the period in which
the Mandatory 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 an English language press release via an electronically
operated information distribution system in the United States or other means
reasonably calculated to inform U.S. Holders of such information. In addition,
the financial advisors to the Bidder may also engage in ordinary course trading
activities in securities of the Company, which may include purchases or
arrangements to purchase such securities.
Neither the SEC nor any U.S. state securities commission has approved or
disapproved or will approve or disapprove the Mandatory Offer, passed or will
pass upon its fairness or passed or will pass upon the fairness, adequacy or
completeness of this document or any documentation relating to the Mandatory
Offer. Any representation to the contrary is a criminal offence in the United
States.
Kilde
