On 14 March 2016, Visma AS ("Visma") announced a recommended public cash offer to the shareholders and holders of warrants of Fortnox AB (publ) ("Fortnox") to tender all their shares in Fortnox to Visma for SEK 24 per share and all their warrants for SEK 8.66 per warrant (the "Offer")1. Fortnox's shares are listed on NGM Nordic MTF.
Completion of the Offer is conditional upon e.g. the Offer being accepted to such extent that Visma becomes the owner of Shares representing more than 50 % of the total number of Shares of Fortnox (after full dilution), and, with respect to the Offer and the acquisition of Fortnox, receipt of all necessary regulatory, governmental or similar clearances, approvals and decisions, including from competition authorities, in each case on terms which, in Visma's opinion, are acceptable.
Visma has reserved the right to withdraw the Offer in the event it becomes clear that either of the conditions is not fulfilled or cannot be fulfilled. Visma has reserved the right to waive, in whole or in part, one or more of the conditions of the Offer, including to complete the Offer at a lower level of acceptance.
As of 20 May 2016, the last day of the extended acceptance period under the Offer, shareholders in Fortnox holding 41,314,864 shares, corresponding to approximately 70.72 % of the total amount of outstanding shares and votes in Fortnox, and holders of warrants in Fortnox holding 470,000 shares, corresponding to 100 % of the total amount of outstanding warrants in Fortnox, had accepted the Offer.
1 If Fortnox pays dividends or makes any other distributions to shareholders, for which the record date occurs prior to the settlement of the Offer, the Offer Price will be reduced accordingly.
The Swedish Competition Authority's investigation
The acquisition of Fortnox is subject to approval from the Swedish Competition Authority ("SCA"). In connection with the Offer, Visma has filed a so called voluntary company merger notification pursuant to Chapter 4 § 6 of the Swedish Competition Act to the SCA. On 22 April 2016, SCA announced that further investigation and an analysis of the effects that the merger may lead to is required in order to make a final decision on the merger. Hence, the SCA decided to initiate a specific investigation under the Swedish Competition Act (so called phase II investigation).
Further extension of the acceptance period and postponement of the date of settlement
The indicative timetable of the offer document as published 30 March 2016 stated that the acceptance period began on 31 March 2016 and was ended on 21 April 2016. Visma has reserved the right to extend the acceptance period as well as to postpone the date of settlement. When the SCA decided to initiate a specific investigation, the acceptance period was extended until 20 May 2016.
In order to further await SCA's examination (SCA's approval is a condition for the completion of the Offer), Visma has extended the acceptance period until 17:00 (CET) on 28 June 2016. Settlement will take place as soon as Visma has announced that the conditions to the Offer are fulfilled or that Visma otherwise has resolved to complete the Offer. Provided that such an announcement is made at the latest on 30 June 2016, settlement is expected to occur on or about 5 July 2016. Holders of shares and/or warrants in Fortnox own the right to withdraw made acceptances of the Offer. Revocation shall be made in accordance with the instructions in the offer document.
Visma continuously reserves the right to extend the acceptance period as well as to postpone the date of settlement. Visma continuously reserves the right to withdraw the Offer in the event it becomes clear that either of the conditions is not fulfilled or cannot be fulfilled, as well as to waive, in whole or in part, one or more of the conditions and to complete the Offer. In other respects, reference is made to the terms of the Offer as stated in the press release of 14 March 2016.