Adelis Equity Partners Fund III AB, managed by Adelis Equity Partners AB entered into a combination agreement to acquire Avidly Oyj (HLSE:AVIDLY) from group of shareholders for Ç32.5 million on July 12, 2022. Under the terms, Adelis will make a voluntary public cash tender offer for all issued and outstanding shares for Ç5.5 each issued and outstanding share and Ç5.49 in cash for each special right in Avidly, subject to any adjustments. CapMan Growth Equity Fund 2017 Ky, Stockholm Holding Co w.l.l., Palcmills Oy, Amrap Holding AS, Gobelet Oy, Viento Oy, WeAreFuture AB, Juha Impola, Jonaz Kumlander, Jesse Maula, Ismo Nikkola, Hans Parvikoski and Ville Skogberg have irrevocably undertaken to accept the Tender Offer. Adelis Fund III has executed an equity commitment letter confirming the financing for such payment and the OfferorÆs obligation to complete the Tender Offer is not conditional upon availability of financing.
The Board of Directors of Avidly has unanimously decided to recommend that the shareholders of Avidly and holders of special rights accept the Tender Offer. The completion of the Tender Offer is subject to certain customary conditions being fulfilled or waived by the Offeror on or by the date of the OfferorÆs announcement of the final result of the Tender Offer. These include, among others, the obtaining of all necessary regulatory approvals and that the Tender Offer has been accepted with respect to shares and special rights representing, together with any other shares and special rights otherwise acquired by the Offeror, more than ninety (90) percent of the issued and outstanding shares and votes in Avidly. The Offeror intends to initiate mandatory redemption proceedings in accordance with the Finnish Limited Liability Companies Act to acquire the remaining shares in Avidly, and thereafter to cause AvidlyÆs shares to be delisted from First North as soon as reasonably practicable. The Tender Offer is not conditional upon availability of financing. As on August 15, 2022, All necessary regulatory approvals have been received. As of September 7, 2022, all conditions to completion of the Tender Offer are fulfilled. The offer period under the Tender Offer is currently expected to commence on or about July 25, 2022 and to expire on or about September 2, 2022, unless the offer period is extended or discontinued by the Offeror in accordance with the terms and conditions of the Tender Offer and applicable laws. The Tender Offer is currently expected to be completed during the third quarter of 2022. As of September 7, 2022, the Offeror has decided to commence a subsequent offer period starting from September 12, 2022 till September 26, 2022. The completion of the Tender Offer is not expected to have any major immediate effects on AvidlyÆs operations or assets, the position of its management or employees, or its business locations, however, Adelis intends to change the composition of the Board of Directors of Avidly as soon as practically possible after the completion of the Tender Offer to reflect the new ownership structure of Avidly.
Carnegie Investment Bank AB, Finland Branch acted as financial adviser, Avance Attorneys Ltd. acted as legal adviser and Evli Plc acted as the arranger to Adelis. Ernst & Young AB, EY Corporate Finance acted as financial adviser, DLA Piper Finland Attorneys Ltd. acted as legal adviser to Avidly and Sisu Partners Oy acted as fairness opinion to the Board of Directors of Avidly.