The acceptance period of Visma's Offer for Fortnox expires tomorrow 28 June 2016. Visma will not prolong the acceptance period and will thus not complete its offer for Fortnox
- The acquisition of Fortnox is subject to approval from the Swedish Competition Authority ("SCA").
- The SCA has provided Visma with a draft statement of objections (Sw. stämningsansökan) with the purpose to initiate court proceedings in order to prevent the completion of the transaction. Such court proceedings could take up to a year to finalise. Therefore, it will not be possible for Visma to obtain all necessary regulatory approvals during the acceptance period.
- Visma has decided to not prolong the acceptance period and thus not complete the Offer and the Offer will expire tomorrow 28 June 2016.
The Offer
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"). 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 27 June 2016, the last day prior to the expiry of the extended acceptance period under the Offer, shareholders in Fortnox holding 40,034,776 shares, corresponding to approximately 68.5% of the total amount of outstanding shares and votes in Fortnox, and holders of warrants in Fortnox holding 470,000 warrants, corresponding to 100% of the total amount of outstanding warrants in Fortnox, had accepted the Offer.
The Swedish Competition Authority's investigation
The acquisition of Fortnox is subject to approval from the 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).
No further prolongation of the acceptance period
The SCA has yet not approved the transaction and has provided Visma with a draft statement of objections (Sw. stämningsansökan) with the purpose to initiate court proceedings in order to prevent the completion of the transaction. Such court proceedings could take up to a year to finalise. Therefore, it will not be possible for Visma to obtain all necessary regulatory approvals during the acceptance period. Consequently, Visma has decided that it will not prolong the acceptance period and thus not complete its offer for Fortnox. The Offer will expire when the acceptance period ends tomorrow 28 June 2016.
Visma believes that the acquisition of Fortnox would have been good for shareholders, employees and customers. Visma also believes that the acquisition would not harm competition in the market as there are several alternative solutions. The cloud software market is very dynamic with many new entrants and low barriers when establishing new products and companies. The only way to secure long-term success in this market is to provide attractive products at competitive prices. Combined Fortnox and Visma would have been an important player in the European software market able to succeed in the competition with global software companies. However, it is clear that a continued process required in attempting to achieve formal competition clearance would likely take a very long additional period and with very uncertain outcome. Visma has therefore determined that this is not viable for the business of Fortnox or Visma.
Shares and warrants tendered by shareholders and holders of warrants during the acceptance period, will automatically be retransferred to such shareholders and holders of warrants as soon as possible.