NETWORK CAPITAL GROUP HOLDING A/S STOCK EXCHANGE NOTIFICATION NO. [191]
[26] November 2014
COMENDO A/S SIGNS CONDITIONAL SHARE TRANSFER AGREEMENT
Comendo A/S ('Comendo') has today signed a conditional agreement on the sale of all operations to j2 Global Ireland Limited ('j2'). The sale has been structured as a sale of the 100% owned subsidiaries Comendo Shared Services A/S (CVR no. 36 04 66 94), Comendo Security A/S (CVR no. 28 11 78 33), Comendo Hosting ApS (CVR no. 26 50 13 50), Comendo Remote Backup A/S (CVR no. 29 13 11 98), Comendo Security Systems A/S (CVR no. 28 50 93 75) and Comendo Norge AS (CVR no. 989 923 072) ('the
Operating Companies'), which jointly handle all operations in the Comendo Group one the date of the sale.
The total purchase price is DKK 85,000,000 on a net debt-‐free basis. This purchase price is subject to standard adjustments for debt and net working capital. As part of the total purchase price, the payment of an amount of DKK 2,000,000 is conditional on the achievement of defined sales targets which will be calculated within four months of the sale. In addition, j2 will withhold an amount of DKK 8,500,000 which is to remain as security for Comendo's obligations under this agreement. This amount will be released to Comendo approx. 12 months after the sale on condition that the buyer does not have any claims against the seller.Comendo will provide j2 with guarantees and assurances on the Operating Companies which are standard for a transaction of this nature and size. With the exception of guarantees of ownership and
claims resulting from fraudulent or criminal matters, the liability for Comendo has been set at a maximum
of 20% of the total purchase price. Conditional agreement
The agreement is conditional on (i) the transaction being approved by Comendo's shareholders at an extraordinary general meeting and (ii) no significantly negative change to the circumstances of the Operating Companies taking place prior to the completion of this transaction. The completion of the divestment is expected to take place in the second half of December 2014 when all conditions have been met.
Within a short period of time, Comendo will convene an extraordinary general meeting to obtain approval of the proposed sale of the Operating Companies. The extraordinary general meeting is expected to take place on 19 December 2014. At the extraordinary general meeting, the divestment may be approved by a simple majority of the votes cast.
The Board recommends unanimously that the sale of the Operating Companies be approved by Comendo's shareholders. This recommendation is supported by a binding commitment to the Board and j2 to vote for the sale by shareholders representing approx. 52.0% of the votes and share capital in Comendo.
j2 is offering a total purchase price of DKK 85,000,000 on a net debt-‐free basis with the above adjustments
for 100% of the share capital in the Operating Companies. After corrections for net interest-‐bearing debt,
working capital, remaining liabilities and rights in Comendo as well as transaction costs and transaction bonuses, the Board believes that this will correspond to an intrinsic value per Comendo share of approx. DKK 2.05-‐2.11 on the date of the transaction.
It should be noted, however, that part of the purchase price is conditional on subsequent circumstances as described above, that standard guarantees have been provided and that not all amounts included in this calculation can be finalised at the present time.
The Board is additionally in the process of assessing how and at what pace Comendo will be able to distribute dividends to shareholders through dividend payments and/or liquidation. The Board will also explore the options of a buyer being interested in acquiring Comendo. Comendo is expected to distribute the greatest possible dividends as quickly as possible in respect of its obligations to j2 and the provisions contained in the Danish Company Act. As Comendo has provided j2 with guarantees which run for a period of 18 months from the date of the transaction with a maximisation of 20% of the purchase price, it must be expected that an amount corresponding at least to 20% of the purchase price and the anticipated costs in the period will remain in Comendo A/S for at least 18 months before distribution of the remaining amount can take place and that a liquidation and/or delisting from NASDAQ Copenhagen can take place no earlier than at the end of this period. The Board cannot at the present time exclude that other models for Comendo may become relevant after the initial distribution of dividends.
The Board will issue a further company announcement when additional information on the impact of the
sale on Comendo is known.
Subject to unforeseen events relating to these forward-‐looking statements.
The main terms of the agreement are summarised in Appendix 1.
About Comendo
Comendo offers IT security as a cloud-‐based service as well as hosting and backup. Services are sold mainly in Scandinavia and the company is headquartered in Glostrup in Denmark. Comendo is listed on NASDAQ Copenhagen (symbol: COM). For further information please see www.comendo.com.
We are pioneers in the development of Cloud Security Services. Since 2002, we have developed market-‐ leading security solutions for business and currently handle the protection of business e-‐mail against viruses and spam, archiving, encryption and access security.
We are among the largest providers of cloud-‐based e-‐mail security solutions in the Scandinavian marketplace where we supply more than 40% of Danish businesses using cloud-‐based e-‐mail security. We develop, monitor and advise on IT security and Comendo Security technology can be found in a number of cloud-‐based security solutions on the market today.
With our own secure data centres, operations and development and through our partnership with Cisco and Trend Micro, we are currently able to offer our customers turnkey solutions in IT security as a cloud-‐ based service. We are conscious of the fact that support and technical skill are vital factors in offering business IT security as a cloud-‐based service.
Our infrastructure is based on software and hardware from a range of leading providers in the market,
including IBM, HP, DELL, Cisco and Equallogic.
Further information:
Troels Lind, CEO Comendo A/S Telephone +45 70 25 22 23
E-‐mail: troels.lind@comendo.com
See also: www.comendo.com
As pioneers of cloud-‐based IT security, we focus on developing and offering an increasingly large part
of business IT security as a cloud-‐based service.
The following description of the main terms of the agreement are solely meant to provide an overview of the main points of the agreement and their significance. This overview is not exhaustive and does not constitute a detailed review of the agreement.
The Parties | |
The Seller | Comendo A/S, CVR no. 26685621 |
The Buyer | J2 Global Ireland Limited ('j2'), registered in Ireland under company number 379517 (indirect subsidiary of j2 Global, Inc., which is listed on the Nasdaq Stock Exchange in the United States (NASDAQGS: JCOM)). |
The divested activities | |
Divestment of | The 100% owned subsidiaries ('the Operating Companies'): Comendo Shared Services A/S (CVR no. 36 04 66 94), Comendo Security A/S (CVR no. 28 11 78 33), Comendo Hosting ApS (CVR no. 26 50 13 50), Comendo Remote Backup A/S (CVR no. 29 13 11 98), Comendo Security Systems A/S (CVR no. 28 50 93 75) and Comendo Norge AS (CVR no. 989 923 072) |
The activities of the subsidiaries | Comendo offers IT security as a cloud-‐based service as well as hosting and backup. Services are sold mainly in Scandinavia and the company is headquartered in Glostrup in Denmark. Comendo is listed on NASDAQ OMX Copenhagen A/S (symbol: COM). For further information please see www.comendo.com. |
Significance for Comendo A/S | |
Activities in Comendo A/S after the divestment | In essence, the Comendo group's activities are all contained in the divested Operating Companies. To the extent that operations or assets, including contracts, are held by Comendo A/S, these are or will be transferred to and operated by the Operating Companies prior to the completion of the transaction. After the completion of the sale of the Operating Companies, Comendo A/S will not have any independent operations, but will ensure the largest possible distribution of dividends from the transaction to the shareholders. As Comendo has provided j2 with guarantees which run for a period of 18 months from the date of the transaction with a maximisation of 20% of the purchase price, it must be expected that an amount corresponding at least to 20% of the purchase price and the anticipated costs in the period will remain in Comendo A/S for at least 18 months before distribution of the remaining amount can take place and that a liquidation and/or delisting from NASDAQ Copenhagen can take place no earlier than at the end of this period. |
Remuneration for the | The Board of Comendo A/S will propose that an extraordinary fee be paid to the |
Board | Board in addition to the ordinary fee of a total of DKK 2,000,000 which will be distributed as follows: Chairman Torben Aagaard DKK 800,000, Deputy Chairman Poul-‐Erik Lund DKK 400,000, Board Member Jesper Parlov Aagaard DKK 400,000 and Board Member Jens Kristian Jepsen DKK 400,000. The company has further elected to compensate Torben Aagaard and Jesper Aagaard with DKK 200,000 each for having signed a personal non-‐competition clause in conjunction with the sale which was a condition on the part of the buyer. |
Fees and proceeds | |
Purchase price | DKK 85,000,000 on a net debt-‐free basis of which DKK 2,000,000 are conditional on the achievement of future sales objectives. |
The payment of the purchase price | j2 pays the purchase price on completion of the sale, with the exception of DKK 8,500,000 which will be paid approx. 12 months after the transaction. |
Dividend per share | After corrections for net interest-‐bearing debt, remaining liabilities and rights in Comendo as well as transaction costs and transaction bonuses, the Board currently believes that this will correspond to an intrinsic value per Comendo share of approx. DKK 2.05-‐2.11 on the date of the transaction. |
Distribution of dividends | As Comendo has provided j2 with guarantees which run for a period of 18 months from the date of the transaction with a maximisation of 20% of the purchase price, it must be expected that an amount corresponding at least to 20% of the purchase price and the anticipated costs in the period will remain in Comendo A/S for at least 18 months before distribution of the remaining amount can take place and that a liquidation and/or delisting from NASDAQ Copenhagen can take place no earlier than at the end of this period. The Board will seek to distribute dividends or liquidation proceeds as quickly as possible in respect of its obligations to j2 and the provisions contained in the Danish Company Act. |
The terms of the sale | |
Conditions | The agreement is conditional on (i) the transaction being approved by Comendo's shareholders at an extraordinary general meeting and (ii) no significantly negative change to the circumstances of the Operating Companies taking place prior to the completion of this transaction. The Board recommends unanimously that the sale of the Operating Companies be approved by Comendo's shareholders. This recommendation is supported by a binding commitment to the Board to vote for the sale by shareholders representing approx. 52.0% of the votes and share capital in Comendo. |
Guarantees and liability | Comendo A/S has provided j2 with standard guarantees and assurances for the sale which will run for 18 months after the transaction date. Liability under the guarantees is maximised at 20% of the purchase price with the exception of basic guarantees on ownership of the shares etc. and in the event of claims based on gross negligence and/or fraud. |
Expected sale Second half of December 2014.
|
distributed by
|
