Penneo: Visma announces the preliminary result of the all-cash voluntary recommended public takeover offer - offer to be completed

With reference to Penneo A/S' ("Penneo") announcement of 19 December 2024 (no. 20/2024) regarding the publication of the offer document (the "Offer Document") and board statement concerning Visma Danmark Holding A/S' ("Visma") all-cash voluntary recommended public takeover offer to purchase all of the issued and outstanding shares (excluding treasury shares) in Penneo (the "Offer"), and in accordance with the terms and conditions of the Offer, the offer period expired yesterday, 21 January 2025 at 23:59 (CET).

Visma has today announced the preliminary result of the Offer pursuant to section 21(3) of the Danish Executive Order no 636/2020 on Takeover Offers (the "Danish Takeover Order"). Visma's announcement is attached. In addition, Visma has announced that the Offer is concluded and will be completed on the terms as set forth in the Offer.

Preliminary result 

Visma has informed Penneo that, based on Visma's preliminary and non-binding summation of acceptance, the Offer has received preliminary acceptances representing 32,730,282 shares, including Penneo warrantholders' irrevocable undertakings to exercise their Penneo warrants and sell the underlying shares to Visma, corresponding to approximately 91.52% of the share capital and voting rights of Penneo (calculated on a fully diluted basis). 

The calculation of the number of Penneo shares tendered in the Offer is preliminary and remains subject to potential adjustments through a verification process currently being undertaken by Nordea Danmark, Filial af Nordea Bank Abp, Finland which is appointed by Visma as the settlement agent for the Offer. 

Accordingly, Visma has informed Penneo that, subject to the terms of the Offer, as of the date of this announcement, Visma considers all conditions of the Offer as fulfilled and that the Offer is concluded and will be completed on the terms as set forth in the Offer Document.

In accordance with section 21(3) of the Danish Takeover Order, Visma will, no later than 27 January 2025, announce the final result of the Offer.

Compulsory acquisition and delisting 

Visma has informed Penneo that, as more than 90% of the shares and the attaching voting rights (excluding treasury shares) will be obtained in the Offer, it will as soon as possible seek to initiate and complete a compulsory acquisition of the Penneo shares held by the remaining minority shareholders of Penneo in accordance with section 70 of the Danish Companies Act and the VP rule book issued by Euronext Securities Copenhagen. 

In addition, Visma has informed Penneo that it will seek to have the Penneo shares removed from trading and official listing on Nasdaq Copenhagen A/S and that it will in due course propose appropriate amendments to the articles of association of Penneo to reflect such delisting. 

Information in regard to the compulsory acquisition of the remaining minority shareholders of Penneo and the removal from trading and official listing of the Penneo shares will follow in separate announcements. 

Settlement

The Offer will be settled in cash through the custodian banks of the shareholders who have validly accepted the Offer. Settlement of the Offer will occur no later than five (5) business days after announcement of the final result which will be on 3 February 2025 if the final result is announced on 27 January 2025. Warrantholders will receive information regarding settlement directly.

Advisors

Danske Bank A/S is acting as financial advisor to Penneo. Plesner Advokatpartnerselskab are acting as legal advisors to Penneo on the transaction.