The independent bid committee of
This statement is made by the independent bid committee of
(“SignUp” or the “Company”) pursuant to Rule II.19 of the Swedish Corporate Governance Board’s Takeover rules for certain trading platforms (the “Takeover Rules”).
The Offer
Today,
The Offer price of
- approximately 39.4 per cent in relation to the closing price for SignUp’s shares on Nasdaq First North Growth Market of
SEK 74.60 on14 April 2023 (which was the last trading day prior to the announcement of the Offer); - approximately 30.5 per cent in relation to the volume-weighted average trading price for SignUp’s shares on Nasdaq First North Growth Market of
SEK 79.67 during the 30 last trading days prior to the announcement of the Offer; and - 30.0 per cent in relation to the IPO price of
SEK 80.00 for the SignUp share on Nasdaq First North Growth Market on24 November 2021 .
The acceptance period for the Offer is expected to commence on or around
The completion of the Offer is conditional upon, among other things, that the Bidder becomes the owner of shares representing more than 90 per cent of the total number of outstanding shares in SignUp and the receipt of all necessary regulatory, governmental or similar clearances, approvals and decisions, including from competition authorities, in each case on terms acceptable to the Bidder. The Bidder has reserved the right to waive, in whole or in part, one, several or all conditions set out in the Offer.
For further information about the Offer, please see the
Bidder’s website www.improving-automation.com
The process undertaken by the bid committee to evaluate the Offer
Board members Göran Garvner, Erik Wästlund and Henrik Garvner have, due to undertakings to accept the Offer (as further described below) which cause a conflict of interest, not participated and will not participate in the board of directors’ handling of, or decisions on, matters related to the Offer. Instead, an independent bid committee has been formed, consisting of the three remaining board members,
In evaluating the Offer, the bid committee has considered a number of factors which the committee considers relevant. These factors include, but are not limited to, SignUp’s current strategic and financial position, prevailing market conditions and operational opportunities and challenges, the Company’s expected future development and opportunities and risks related thereto and valuation methods normally used to evaluate public offerings of listed companies, including how the Offer values SignUp in relation to comparable listed companies and comparable transactions, bid premiums in previous public takeover offers on Nasdaq First North Growth Market, the stock market’s expectations regarding the Company and the bid committee’s view of the Company’s value based on its expected future dividends and cash flows.
The bid committee notes that the Offer represents a premium of approximately 39.4 per cent in relation to the closing price for SignUp’s shares of
The independent bid committee has also considered that
The independent bid committee has, in accordance with the Takeover Rules, obtained a valuation statement, i.e., a fairness opinion, regarding the Offer from
Upon written request, Insight has been permitted to review limited information for confirmatory purposes in connection with the preparations for the Offer. Insight has met SignUp’s management in connection with this review. Insight has within the scope of this review obtained certain limited information about the Company’s financial results and position under the first quarter of 2023. This information is included in section “Preliminary financial information for the first quarter of 2023” below. Except as set out above, Insight has not obtained any inside information within the scope of this review.
The bid committee has engaged Lazard as financial advisor and Cirio Advokatbyrå as legal advisor in relation to the Offer.
The bid committee’s recommendation
When the bid committee values the overall potential and compares it with the consideration in the Offer, the bid committee concludes that the shareholders through the Offer will be adequately compensated for the Company’s potential, taking into account the time it takes to implement, and the various risks of not being able to fully implement, the Company’s business plan.
Further, the bid committee has considered the valuation statement prepared by
In view of this, the bid committee unanimously recommends the shareholders of SignUp to accept the Offer.
Effects on SignUp and its employees
Under the Takeover Rules, the board of directors is required to present its opinion on the effects the implementation of the Offer may have on SignUp, especially employment, and its view on the Bidder’s strategic plans for the Company and the impact these could be expected to have on employment and on the locations where SignUp conducts its business. In its press release announcing the Offer, the Bidder states:
”The Bidder values SignUp’s management team and employees. Completion of the Offer is not expected to entail any significant changes regarding the Company’s employees and management (including terms of employment) nor for the existing organization and operations, including effects on the employment rate and the sites where the Company currently conducts business.”
The bid committee assumes that the above statement by the Bidder is correct and has no reason to take a different view.
Preliminary financial information for the first quarter of 2023
The Company’s Annual Recurring Revenue (ARR) at the end of the first quarter of 2023 amounted to
The total growth in ARR for the first quarter of 2023 was
The ARR at the end of the first quarter 2023 increased in all regions when compared to the end of the first quarter 2022, especially in
At the end of the quarter, the Company had a cash position of
____________
This statement by the independent bid committee of the board of directors of SignUp shall be governed by and construed in accordance with substantive Swedish law. Disputes arising from this statement shall be settled exclusively by Swedish courts.
This statement has been made in a Swedish and English version. In case of any discrepancies between the Swedish and English text, the Swedish text shall prevail.
The independent bid committee of
[1] Pending name change from Goldcup 33000 AB.
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