Aldata Solution Oyj
STOCK EXCHANGE RELEASE June 29, 2007, 09.02 (EET)
1. Background
Sauna Acquisition LLC, (the "Parent") and Aldata Solution Oyj
("Aldata") entered into a combination agreement (the "Combination
Agreement") on 24 May 2007 according to which the Parent, or a wholly
owned direct or indirect subsidiary of the Parent, will launch a
voluntary public tender offer to acquire all of the issued and
outstanding shares (the "Shares") and issued and outstanding share
warrants ("Warrants") in Aldata (the "Tender Offer") in accordance
with Chapter 6, Section 1 of the Finnish Securities Market Act (the"SMA"). The Parent has assigned its right to make the Tender Offer to
its wholly owned subsidiary Sauna Tenderco 1 SAS (the "Offeror").
Parent is a wholly owned subsidiary of Symphony Technology Group
("Symphony") incorporated under the laws of the State of Delaware,
United States of America.
The Offeror publishes a Tender Offer document (the "Tender Offer
Document") on 29 June 2007, in which it i.a. sets out (i) the
objectives of the Tender Offer, (ii) the grounds for the pricing of
the Tender Offer and (iii) the Terms and Conditions for the Tender
Offer. The Board of Directors of Directors of Aldata (the "Board")
has on the date hereof issued this opinion (the "Opinion") regarding
the Tender Offer in accordance with Chapter 6, Section 6 of the SMA,
Standard 5.2c by the Finnish Financial Supervision Authority (the"FIN-FSA") and the Helsinki Takeover Code (the "Takeover Code") by
the Central Chamber of Commerce of Finland. This Opinion addresses
the Tender Offer and the strategic plans of the Offeror presented in
the Tender Offer Document and the likely effects thereof on the
operations and employment of the Aldata from the perspective of
Aldata as the target company and the holders of the Aldata's Shares
and Warrants.
2. Preparation
As Aldata stated in its stock exchange release on 24 May 2007, the
Board has acted solely through its non-conflicted and independent
members. The Board has noted that Symphony's managing director and
president and board member of the Offeror Mr. William Chisholm
("Chisholm") and Symphony's adviser Mr. Bertrand Sciard ("Sciard")
are members of the Board. The Board's two other members are Mr. Pekka
Vennamo and Mr. Peter Titz (Chairman of the Board). According to its
evaluation and based on the recommendation from an outside legal
counsel the Board has resolved that Chisholm shall not participate in
the preparation, evaluation or decision-making of the Board regarding
the Tender Offer, and that Sciard shall not participate in the
preparation or evaluation of Tender Offer but shall, however,
participate in the decision-making based on the evaluation of the
non-conflicted Board members Mr. Vennamo and Mr. Titz. Further,
neither Chisholm nor Sciard shall be given any information regarding
third party competing acquisition proposals, if any, until the
non-conflicted Board members have resolved to give such information
to the Offeror.
For the purpose of evaluating the Tender Offer the Board has engaged
an investment bank, Thomas Weisel Partners LLC ("TWP"), to provide an
independent fairness opinion (the "Fairness Opinion") concerning the
offer price for the Shares (the "Share Offer Price") and the offer
price for the Warrants (the "Warrant Offer Price") with respect to
the in-the-money Warrants. The Fairness Opinion is annexed in its
entirety as Appendix 1 to this Opinion.
3. Assessment of the Tender Offer from the Perspective of Aldata and
the Holders of the Shares and Warrants
In the Tender Offer Document the Offeror offers the Share Offer Price
of EUR 1.82 in cash. The Share Offer Price represents a premium of
approximately 19 per cent compared to the closing price of the Share
on the Helsinki Stock Exchange on 23 May 2007, the last trading day
before the announcement of the Tender Offer, and approximately 13 per
cent compared to the volume-weighted average trading price during the
3-month period preceding the announcement of the Tender Offer as well
as approximately 7 per cent compared to the volume-weighted average
trading price during the 12-month period preceding the announcement
of the Tender Offer on 24 May 2007.
The Warrant Offer Prices are as follows:
EUR 0.01 for each III 2001 series B warrant;
EUR 0.01 for each IV 2001 series A warrant;
EUR 0.01 for each IV 2001 series B warrant;
EUR 0.79 for each V 2003 series B warrant;
EUR 0.01 for each V 2003 series C warrant;
EUR 0.14 for each V 2003 series D warrant;
EUR 0.01 for each VI 2006 series A warrant;
EUR 0.01 for each VI 2006 series B warrant; and
EUR 0.01 for each VI 2006 series C warrant.
The Board notes that the Fairness Opinion supports the Share Offer
Price and the Warrant Offer Price. Based on the Fairness Opinion and
the other evaluations and considerations made by the Board prior to
and in connection with the Tender Offer, and taking into
consideration the existing ownership of Symphony in Aldata, the Board
is of the opinion that the Share Offer Price and the Warrant Offer
Prices are sufficient and recommends the Share Offer Price and the
Warrant Offer Price to the shareholders and holders of Warrants of
Aldata.
4. Assessment on the Strategic Plans of the Offeror Presented in the
Tender Offer Document and Their Likely Effects on the Operations and
Employment of Aldata
The Board notes that the Offeror has stated that the purpose of the
Tender Offer is to allow Aldata to benefit from Symphony's strong
expertise and solution footprint in the retail sector and its
extensive international network as Aldata develops global capability,
and to provide Aldata the investment capital to continue to focus on
delivering leading retail solutions for the benefit of its customers.
In addition, the Offeror has stated that although Symphony has many
strategic assets in retail technology, the Offeror and Symphony plan
to continue to operate Aldata as a standalone company. The Offeror
and Symphony plan to continue to invest in Aldata's technology
platform and to aggressively grow Aldata. The Offeror and Symphony
expect to continue to innovate around new solutions to drive value
for Aldata customers. The Offeror and Symphony plan to work with
existing Aldata management on an agenda to continue to drive
profitable growth as a standalone company. It is expected that there
will be minor changes to management and to Aldata's global resources
- as the Offeror, Symphony, and Aldata work together on plans to
restore material growth and profitability. The Offeror and Symphony
do not currently plan for any divesture or material change in company
assets. Over time Offeror and Symphony intend to potentially acquire
additional assets as a part of a growth strategy.
Concerning the Offeror's strategic plans regarding Aldata and its
likely impact on employment and location of Aldata's business
entities, the Offeror has stated that, given the Offeror's and
Symphony's plans to operate the business on a standalone basis and to
invest in the business to encourage growth, the Offeror and Symphony
plan to continue to employ most of the existing employees, though
Offeror and Symphony expect modest changes over time in align with
its strategy of profitable growth. Offeror and Symphony do not
foresee any immediate changes to the location of Aldata's business
entities.
Taking into account the statements by the Offeror, the Board assesses
that Aldata is likely to benefit from Symphony's strong expertise in
the retail sector and its extensive international network as well as
its interest in providing capital for the future activities and
growth of Aldata. Based on the assessments and facts presented above,
the Board recommends to the holders of Shares and Warrants that they
accept the Tender Offer.
The Board notes, however, that the assessment of the Board does not
constitute investment advice to the shareholders, nor can the Board
be required to specifically evaluate the general price development or
the risks relating to investment activity in general. Acceptance or
refusal of the Tender Offer is always a matter to be decided by the
Share and Warrant holders themselves, in which the starting-point
should be the information presented by the Offeror in the Tender
Offer Document.
In Helsinki 27 June 2007,
ALDATA SOLUTION OYJ
NON-CONFLICTED BOARD OF DIRECTORS
Aldata Solution Oyj
Board of Directors
Further information:
Aldata Solution Oyj, Peter Titz, Chairman of the Board, tel.
+41 764 880 053
Aldata Solution Oyj, Pekka Vennamo, Member of the Board, tel. +358
45 670 0520
Aldata in brief
Aldata Solution is one of the global leaders in supply chain software
for retail, wholesale and logistics companies. The company's
comprehensive range of Supply Chain Management and In-Store solutions
enable its more than 300 customers across 50 countries to enhance
productivity, profitability, performance and competitiveness. Aldata
develops and supports its software through more than 600 Aldata
professionals and a global partner network. Aldata is a public
company quoted on the Helsinki Stock Exchange with the identifier
ALD1V. More information at:
www.aldata-solution.com.
ANNEX 1
THOMAS WEISEL PARTNERS' FAIRNESS OPINION STATEMENT
May 24, 2007
Special Committee of the Board of Directors
Aldata Solution OYJ
Rauhankatu 13
00170 Helsinki
Finland
Gentlemen:
We understand that Symphony Technology Group and its
affiliates ("Buyer") will offer to purchase all the outstanding
shares of Aldata Solution OYJ, a public limited liability company
organized and existing under the laws of Finland (the "Company"), not
already owned by the Buyer (the "Transaction") though a voluntary
public tender offer in accordance with the Finnish Securities Market
Act (the "Tender Offer"), and if necessary, through subsequent
acquisition proceedings in accordance with the Finnish Securities
Markets Act and Companies Act and related regulations. Buyer
currently owns 19,749,175 shares or 28.8% of the Company common
shares outstanding. Buyer has offered a per share cash payment of
€1.82 (the "Transaction Consideration") for the common shares it
currently does not own. The proposed terms and conditions of the
Transaction are set forth in more detail in the Combination Agreement
document dated May 24, 2007 ("Combination Agreement").
You have asked for our opinion as investment bankers as to
whether the Transaction consideration to be received by the holders
of outstanding shares of the Company (including holders of
exercisable in-the-money options to purchase common shares of the
Company) other than shares held by Buyer pursuant to the Transaction
is fair to such shareholders from a financial point of view, as of
the date hereof.
In connection with our opinion, we have, among other
things: (i) reviewed certain publicly available financial and other
data with respect to the Company, including the consolidated
financial statements for recent years and certain other relevant
financial and operating data relating to the Company made available
to us from published sources and from the internal records of the
Company; (ii) reviewed the financial terms and conditions of the
Transaction and Combination Agreement; (iii) reviewed certain
publicly available information concerning the trading of, and the
trading market for, the Company's shares; (iv) compared the Company
from a financial point of view with certain other companies which we
deemed to be relevant; (v) considered the financial terms, to the
extent publicly available, of selected recent business combinations
which we deemed to be relevant; (vi) reviewed and discussed with
representatives of the management of the Company certain information
of a business and financial nature regarding the Company, furnished
to us by them, including financial forecasts and related assumptions
of the Company; (vii) made inquiries regarding and discussed the
Transaction, the Tender Offer and the Combination Agreement and other
matters related thereto with the Company's counsel; and (viii)
performed such other analyses and examinations as we have deemed
appropriate.
In connection with our review, we have not assumed any
obligation independently to verify the foregoing information and have
relied on its being accurate and complete in all material respects.
With respect to the financial forecasts for the Company provided to
us by the management of the Company, upon your advice and with your
consent we have assumed for purposes of our opinion that the
forecasts have been reasonably prepared on bases reflecting the best
available estimates and judgments of the Company's management at the
time of preparation as to the future financial performance of the
Company and that they provide a reasonable basis upon which we can
form our opinion. We have also assumed that there have been no
material changes in the Company's assets, financial condition,
results of operations, business or prospects since the date of its
last financial statements made available to us. We have relied on
advice of counsel and independent accountants to the Company as to
all legal and financial reporting matters with respect to the
Company, the Transaction and the Combination Agreement. We have
assumed that the Transaction and Tender Offer will be consummated in
a manner that complies in all respects with the applicable provisions
of the Finnish Securities Markets Act and Companies Act and related
regulations. In addition, we have not assumed responsibility for
making an independent evaluation, appraisal or physical inspection of
any of the assets or liabilities (contingent or otherwise) of the
Company. Finally, our opinion is based on economic, monetary and
market and other conditions as in effect on, and the information made
available to us as of, the date hereof. Accordingly, although
subsequent developments may affect this opinion, we have not assumed
any obligation to update, revise or reaffirm this opinion.
We have further assumed with your consent that the
Transaction will be consummated as contemplated in the Combination
Agreement, without any further modifications, deviations or
amendments thereto, and without waiver by the Buyer of any of the
conditions to its obligations thereunder.
We have acted as financial advisor to the Special Committee
of the Board of Directors of the Company in connection with the
Transaction and will receive a fee for our services, including
rendering this opinion, a significant portion of which is contingent
upon the consummation of the Transaction. In the ordinary course of
our business, it is possible that we may trade the equity securities
of the Company for our own account and for the accounts of customers
and, accordingly, may at any time hold a long or short position in
such securities.
Based upon the foregoing and in reliance thereon, it is our
opinion as investment bankers that the Transaction consideration to
be received by the holders of outstanding common shares (including
holders of exercisable in-the-money options to purchase common shares
of the Company), other than Buyer, pursuant to the Transaction is
fair to such shareholders from a financial point of view, as of the
date hereof.
This opinion is directed to the Special Committee of the
Board of Directors of the Company in its consideration of the
Transaction and is not a recommendation to any shareholder as to how
such shareholder should vote with respect to the Transaction.
Further, this opinion addresses only the financial fairness of the
Transaction Consideration to the holders of outstanding shares of the
Company other than Buyer and does not address the relative merits of
the Transaction and any alternatives to the Transaction, the
Company's underlying decision to proceed with or effect the
Transaction, or any other aspect of the Transaction. This opinion
also does not address any other transaction between the Company,
Buyer, and/or the management. Additionally, this opinion does not
address the financial fairness of the Transaction to holders of
out-of-the-money options to purchase common shares of the Company.
This opinion may not be used or referred to by the Company, or quoted
or disclosed to any person in any manner, without our prior written
consent.
Very truly yours,
THOMAS WEISEL PARTNERS LLC
OPINION OF THE BOARD OF DIRECTORS OF ALDATA SOLUTION OYJ ON THE VOLUNTARY PUBLIC TENDER OFFER MADE BY SAUNA TENDERCO 1 SAS
| Source: Aldata Solution Oyj