Visma Announces all-cash voluntary recommended public takeover offer for Penneo

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR TO ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION.

Penneo A/S (''Penneo") and Visma Danmark Holding A/S (''Visma" or the ''Offeror'') have today entered into a transaction agreement (the ''Transaction Agreement'') pursuant to which Visma will make a voluntary recommended public takeover offer to purchase all of the issued and outstanding shares (excluding treasury shares) (the ''Offer'') to the shareholders of Penneo. Visma is a wholly-owned subsidiary of Visma AS, a Norwegian private limited liability company. The board of directors of Penneo has unanimously decided that it will recommend the shareholders of Penneo to accept the Offer. 

Highlights of the Offer

• The price of the Offer is DKK 16.50 in cash for each share in Penneo (the "Offer Price'').
• Major institutional shareholders of Penneo, including Danica Pension and BankInvest, have together with Viking Venture, the founders, board of directors, executive management and rest of C-level of Penneo irrevocably undertaken to accept the Offer at the Offer Price, subject to certain customary conditions. The irrevocable undertakings represent jointly approx. 43.0 % of the voting rights and share capital in Penneo. Furthermore, Arbejdsmarkedets Tillægspension ("ATP"), holding 9.9 % of Penneo's voting rights and share capital, has confirmed its intention to accept the Offer. Consequently, shareholders representing a total of approx. 52.9 % have either entered into irrevocable undertakings or confirmed their intention to accept the Offer.
• The Offer Price represents a 109.9 % premium to the closing share price as of 28 November 2024 of DKK 7.86 and a 108.1 % premium to the twelve-months volume weighted average share price of 7.93 as of 28 November 2024.
• The board of directors of Penneo has unanimously resolved that it intends to recommend the shareholders of Penneo to accept the Offer, when made, in the form of an offer document approved by the Danish Financial Supervisory Authority.
• The Offer will be made subject to a number of customary conditions, as well as a requirement that the total number of tendered shares in the Offer will amount to more than 90 % of the voting rights and share capital of Penneo, and that necessary approvals by relevant regulatory authorities are obtained.
• The Offeror will, as soon as possible and no later than 4 weeks from today, publish an offer document with detailed information about the Offer.
• The offer period under the Offer is expected to be approx. four weeks, subject to any extension of the offer period by the Offeror in accordance with the terms and conditions of the Offer.
• Visma has sufficient capital to finance the Offer and its purchase of the Penneo shares by cash payment backed by a payment guarantee provided by Visma AS.
   
• The Offer does not comprise any warrants issued by Penneo ("Penneo Warrants"). However, the Offer is available to any Penneo shares which are issued pursuant to the exercise of Penneo Warrants, provided that the holders of Penneo Warrants have accepted the Offer pursuant to the terms and conditions as set out in the offer document relating to the Offer. 

Jostein Vik, Chairman of the Board of Directors of Penneo:

"The offer from Visma is attractive for shareholders, with a premium of 109.9 % compared to the last trading price. Partnering with Visma will further strengthen Penneo's position within digital signature and KYC. Penneo has successfully grown internationally in the space, and Visma's offer demonstrates their confidence in the company's continued development. This offer is an appreciation to our employees and their accomplishments to date. Our customers and partners will also benefit from Penneo partnering with Visma. Moving forward, Penneo will continue its international journey as the leading technology company in signing and KYC."'

Merete Hverven, CEO of the Visma AS (Visma AS and its subsidiaries, "Visma" or the "Visma Group"): 

"Penneo has impressed us with its strong capabilities within B2B SaaS products, which are highly complementary to Visma's existing offerings in the European market. We are very excited about this opportunity to invite them into the Visma family, as we see great potential to grow and develop even stronger and faster together. By joining the Visma Group, Penneo would continue to operate as a distinct operating entity within the Visma Group, strengthened by Visma's capabilities, while also preserving its own unique culture and drive."

Background and Reasons for the Offer

The Visma Group's strategy is focused on delivering mission-critical software to businesses and the public sector in Europe and Latin-America, both through organic growth and M&A. With industry-leading investments in product development, highly engaged employees and a track record of attracting the best software entrepreneurs, the Visma Group creates superior value for its customers by simplifying and automating complex processes.

The Visma Group considers Penneo's offering of B2B SaaS Solutions within digital signature, document handling and customer onboarding to be highly complementary to its existing offerings both in the Nordics and broader European markets, and views this potential acquisition as a strategic opportunity to expand on the Visma Group overall strategy. Visma is impressed by the drive and management quality in Penneo, and the overall plan is to let Penneo continue as a distinct business unit within the Visma Group.

Visma is highly excited about the potential transaction and believes that it, if completed, will contribute to the long-term growth and success of both businesses. 

The Board of Directors' Recommendation
The board of directors of Penneo has today confirmed in the Transaction Agreement entered into with the Offeror that it unanimously will recommend the shareholders of Penneo to accept the Offer when made in the form of an offer document approved by the Danish Financial Supervisory Authority. The Offer is a result of a confidential strategic review process carried out by the board of directors of Penneo. There has been a competitive process and the board of directors of Penneo along with its external financial advisor have determined that the Offer reflects the most attractive outcome for all shareholders. The board of directors finds that the transaction is in all shareholders' interest. The board of directors will in due course after the Offeror's publication of the official offer document issue its statement provided for in section 22 of the Danish Executive Order no 636/2020 on Takeover Offers.

The Board of Directors' recommendation is supported by an opinion dated 29 November 2024 (the "Fairness Opinion"), which the Board of Directors has obtained from its financial adviser Danske Bank A/S to the effect that, as of such date and based upon and subject to the content of the Fairness Opinion, assumptions made, qualifications and limitations on the review undertaken, and other matters considered relevant by Danske Bank A/S in preparing the Fairness Opinion, the Offer Price to be received by the Shareholders was, at the date of rendering the Fairness Opinion, fair for the Shareholders from a financial point of view.

Support from Shareholders in Penneo
The Offeror has received irrevocable undertakings to accept the Offer at the Offer Price subject to certain customary conditions, from the following shareholders in Penneo: 

• Viking Venture 29 AS, whose ownership amounts to 3,050,000 shares, corresponding to approx. 9.0 % of the voting rights and share capital in Penneo;
• Danica Pension, whose ownership amounts to 1,584,005 shares, corresponding to approx. 4.7 % of the voting rights and share capital in Penneo;
• Bankinvest, whose ownership amounts to 875,614 shares, corresponding to approx. 2.6 % of the voting rights and share capital in Penneo;
• Four of the founders, whose ownership (through their respective holding companies) in total amounts to 7,233,364 shares, corresponding to approx. 21.3 % of the voting rights and share capital in Penneo. The founders comprise Nicolaj Højer Nielsen, Mikkel Clausen, Jan Flora and André Clement;
• Michael Moesgaard Andersen (acting through Andersen Advisory Group A/S), whose ownership amounts to 1,374,210 shares, corresponding to approx. 4.0 % of the voting rights and share capital in Penneo; and
• Board of directors, executive management and rest of C-level of Penneo (excluding André Clement, who has signed an irrevocable undertaking in his capacity as founder), whose ownership in total amounts to 508,531 shares, corresponding to approx. 1.5 % of the voting rights and share capital in Penneo.

The irrevocable undertakings represent jointly approx. 43.0 % of the voting rights and share capital in Penneo (on a non-diluted basis). 

Irrevocable undertakings provided by Viking Venture 29 AS and the founders will remain in force regardless of any competing offers being made.

On the basis of Visma's interest in making an Offer, Penneo has engaged in discussions with ATP, which has been a significant and valued shareholder in Penneo since Penneo's capital increase in 2022 and currently stands as Penneo's largest shareholder, holding just under 10 % of the voting rights and share capital in Penneo. ATP has indicated to Penneo that it continues to have full confidence in Penneo and that its investment in Penneo has always been intended as a selective, long-term commitment aimed at supporting and fostering Penneo's growth, especially concerning Penneo's plans to expand beyond national borders. ATP has noted that for a company to succeed, it is not ideal to have differing objectives among shareholders. In this case, ATP has observed that Penneo's other major shareholders prefer a sale to Visma, and that Penneo's board has resolved to recommend that Penneo's shareholders accept the offer. In light of these discussions, ATP has confirmed its intention to accept the Offer absent any superior competing offer.

Consequently, shareholders representing a total of 17,999,724 shares, corresponding to approx. 52.9 % of the voting rights and share capital in Penneo, have either entered into irrevocable under-takings or confirmed their intention to accept the Offer (on a non-diluted basis).

Conditions to Completion

The Offer will be made subject to a number of customary conditions, as well as a requirement that the total number of tendered shares in the Offer will amount to more than 90.0 % of the voting rights and share capital of Penneo (on fully diluted basis), and that necessary approvals by relevant regulatory authorities are obtained.

Offer Process and Conditions

The announcement of the Offeror's decision to make the Offer is attached in both Danish and English and is hereby published in accordance with Section 4(1) in the Danish Executive Order no 636/2020 on Takeover Offers.

The Offer will be conducted in accordance with Danish law and the terms and conditions of the Offer will be set out in the offer document, which will be published by the Offeror upon approval by the Danish Financial Supervisory Authority and no later than four weeks from the date of this announcement.

Once the offer document is published, all shareholders in Penneo will, subject to the restrictions as set out in the offer document, have the possibility to accept the Offer. The offer period is expected to be four weeks but can be extended to up to 10 weeks.

No later than three business days after expiry of the offer period (as may be extended), the Offeror will publish the final result of the Offer.

Compulsory Acquisition and Delisting

If, upon completion of the Offer, Visma holds the requisite number of Penneo shares under the Danish Companies Act (i.e., more than 90 % of Penneo's shares and the attaching voting rights, not including any treasury shares), Visma has stated its intent to initiate and complete a compulsory acquisition of the remaining minority Penneo shares held by other Penneo shareholders in accordance with the Danish Companies Act. Also, if upon completion of the Offer, Visma holds the requisite number of Penneo shares, Visma intends to seek to have Penneo's shares removed from trading and official listing on Nasdaq Copenhagen at an appropriate time following completion of the Offer.

Advisors

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