Background
This statement is made by the the Board of Directors (the "Board") of Connecta
AB (publ) ("Connecta" or the "Company") pursuant to section II.19 of the rules
concerning takeover bids on the stock market adopted by NASDAQ OMX Stockholm
(the "Takeover Rules").
Acando AB (publ) ("Acando") has today, through a press release, announced a
public offer to the shareholders of Connecta to transfer all of their shares in
the Company to Acando for a consideration of ten (10) new class B shares in
Acando for every three (3) existing shares in Connecta (the "Offer").
Based on Acando's closing share price of SEK 13.85 as of 5 June 2014, the Offer
values each Connecta share at SEK 46.17, and the total value of the Offer[1] is
approximately SEK 480 million. The Offer represents a premium of:
* approximately 28.2 percent compared to Connecta's closing share price of SEK
36.00 on NASDAQ OMX Stockholm on 5 June 2014 (being the last day of trading
prior to announcement of the Offer), and
* approximately 26.9 percent compared to Connecta's volume-weighted average
share price on NASDAQ OMX Stockholm during the last 60 days up to and
including 5 June 2014, of SEK 36.39
The acceptance period for the Offer is expected to run from and including 16
June 2014 to and including 7 July 2014. The Offer is, inter alia, conditional
upon that it is accepted to the extent that Acando becomes the owner of more
than 90 percent of the total number of shares in Connecta, that the shareholders
in Acando with sufficient majority[2] adopt the general meeting resolution
necessary to issue new class B shares in Acando in connection with the Offer and
receipt of necessary regulatory approvals. Shareholders representing 43.7
percent of the votes in Acando have committed to vote in favour of such
resolution at the Extraordinary General Meeting in Acando to be held on 2 July
2014.
The Board received an indication of interest from Acando on 16 April 2014, and
following negotiations, on 19 May 2014 allowed Acando to conduct a confirmatory
due diligence investigation prior to the announcement of the Offer. Acando has
not received any non-public price-sensitive information through such due
diligence investigation. During the process, Connecta has also conducted a
limited confirmatory due diligence investigation of Acando.
According to the press release issued by Acando on 9 June, 2014, three
significant shareholders in Connecta, Livförsäkringsbolaget Skandia, The Fourth
Swedish National Pension Fund and TIKK2 AB, majority owned by former Connecta
management and key personnel, who together hold approximately 27.4 percent of
the shares in Connecta, have stated that they support the Offer.
The Company has entered into a combination agreement with Acando regarding the
Offer. This agreement will be described in more detail in Acando's offer
document.
The Board's Recommendation
The Board's opinion of the Offer is based on a joint assessment of a number of
factors that the Board has considered relevant in relation to the evaluation of
the Offer. These factors include, but are not limited to, the Company's present
position, the expected future development of the Company, the combination of
Connecta and Acando, and thereto related possibilities and risks.
The Board views a combination of the Company and Acando as positive and believes
it to be strategically merited, and the share consideration allows the Company's
shareholders to take part of combination synergies.
In its evaluation of the Offer, the Board also takes into account that
shareholders representing approximately 27.4 percent of the shares have
expressed their support for the Offer.
Under the Takeover Rules, the Board's shall also, based on what Acando has
expressed in its announcement of the Offer, present its views on the impact the
completion of the Offer may have on Connecta, especially employment, and its
views on Acando's strategic plans for Connecta and the impact these could be
expected to have on employment and on Connecta's business locations. The Board
notes that in the press release announcing the Offer, Acando states that it
highly appreciates the competence that Connecta's management and other employees
possess and that in the near time, Acando only foresees limited effects of the
completion of the Offer for Connecta's management and other employees, both as
regards employment as the locations where Connecta conducts its business. Based
on the above, the Board does not expect any material impact by completion of the
Offer for the employment in Connecta or on Connecta's business locations.
Acando has undertaken to make a separate offer to the holders of warrants in
Connecta, except for holders of warrants of series 2011/2016, due to the
negligible value of such warrants. The Board has decided to cancel allotment of
warrants of series 2014/2019 in Connecta until further notice. Instead certain
key employees in Connecta will be offered an extended version of Acando's share
savings program 2014 provided that the Offer is completed. Further terms of the
extended share savings program 2014 will be presented in the notice to the
Extraordinary General Meeting in Acando.
Based on the above, the Board unanimously recommends Connecta's shareholders to
accept Acando's Offer.
As part of the Board's evaluation of the Offer, the Board has engaged Lazard as
financial advisors and Hannes Snellman as legal advisors.
This statement shall in all aspects be governed by and interpreted in accordance
with Swedish law. Any disputes relating to or arising in connection with this
statement shall be settled exclusively by Swedish courts.
Stockholm June 9, 2014, Connecta AB (publ)
Connecta AB discloses the information provided herein pursuant to the Financial
Instruments Trading Act and/or the Securities
Markets Act and the Takeover Rules. The information was submitted for
publication at 8:15 am CET on June 9, 2014.
For further information:
Mikael Nachemson, Chairman of the Board, Connecta, Phone +46 72-158 12 81
More information on www.connecta.se and www.connectagroup.com
Connecta AB (publ.) org nr 556610-5705
Connecta is a consulting firm that achieves sustainable business change and
sharpens client competitiveness. The focus is on making issues on management
agendas happen; from strategy to execution and lasting results. Some of
Connecta's largest customers are Apoteket, Ericsson, ICA och TeliaSonera. In
2013 Connecta had net sales of SEK 724 m. The share is traded on NASDAQ OMX
Stockholm, Small Cap (ticker CNTA).
Connecta AB, Box 3216, SE-103 64 Stockholm, Visiting address: Mäster
Samuelsgatan 60, Phone +46 8 635 80 00.
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[1] Based on 10,387,355 outstanding shares
[2] More than 50 percent of the votes cast at the general meeting
[HUG#1791485]
Connecta AB : Statement by the Board of Directors of Connecta in relation to Acando's public takeover offer
| Source: Connecta AB
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