This statement is made by the Board of Directors[1] of
Conclusion
The Board unanimously recommends the shareholders of
Background
On
The Offer entails a premium of:
- approximately 20.9 per cent compared to the closing price of
SEK 30.40 for theTranscendent Group share on Nasdaq First North Premier onJune 14, 2022 (being the last day of trading prior to the announcement of the Offer); - approximately 24.5 per cent compared to the volume-weighted average price, adjusted for the carried out dividend of
SEK 1.50 per share, of SEK 29.52[3] for theTranscendent Group share on Nasdaq First North Premier during the last 30 trading days prior to the announcement of the Offer; - approximately 35.6 per cent compared to the volume-weighted average price, adjusted for the carried out dividend of
SEK 1.50 per share, of SEK 27.10[4] for theTranscendent Group share on Nasdaq First North Premier during the last 180 trading days prior to the announcement of the Offer; and - approximately 14.8 per cent compared to the highest registered closing price of
SEK 32.00 , which was noted onOctober 25, 2021 , for theTranscendent Group share on Nasdaq First North Premier since the first trading day onOctober 22, 2019 .
The acceptance period for the Offer is estimated to run from
The Board has, following a written request from FCG, given FCG the opportunity to conduct a limited due diligence investigation of confirmatory nature regarding the Company in connection with the preparations for the Offer, and FCG has in connection therewith also met with the Company's management. Besides the forecast for 2022 published by the Company through a press release on
The completion of the Offer is conditional on customary conditions, e.g. that FCG becomes the owner of shares representing more than 90 per cent of the total number of outstanding shares in the Company and, with respect to the Offer and the completion of the acquisition of the Company, receipt of all necessary approvals from authorities being obtained on terms which, in FCG's opinion, are acceptable. FCG has reserved the right to waive these and other conditions in accordance with the Offer.
Shareholders in the Company, i.a. the chairman of the Board,
For further information regarding the Offer, see the press release published by FCG on
For the purpose of handling questions related to the Offer, the Board has instructed the independent Board members Sigrun Hjelmqvist,
As part of the Board's evaluation of the Offer, the Board has obtained a fairness opinion from
The Board has appointed KANTER Advokatbyrå as legal advisor in connection with the Offer.
The Board's assessment of the Offer
Process
The Board's opinion of the Offer is based on an evaluation of a number of different factors the Board has determined to be relevant when evaluating the Offer. These factors include, but are not limited to, the Company's current position, the expected future development of the Company and thereto related possibilities and risks. Also, the assessment is based on
Considerations
The Board is of the opinion that the Offer represents an offer premium in line with market practise. In addition,
Conclusion
Taking into account the opportunities and risks of the Company, the Board concludes that the Offer represents an attractive offer to the shareholders.
In light of the above the Board unanimously recommends the shareholders of
Effect on
Under the Takeover Rules the Board is required, on the basis of FCG's statements in its Offer announcement, to make public its opinion of the effects the implementation of the Offer may have on the Company, specifically employment, and its views on FCG's strategic plans for
“FCG greatly values the relationship with and the competence of the
The Board assumes that this description is accurate and has in relevant aspects no reason to take a different view.
This statement shall in all respects 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 the English text, the Swedish text shall prevail.
The Board of Directors of
For further information on the Board of Director's statement, please contact:
Sigrun Hjelmqvist, chairman of the independent bid committee
+46 70 497 72 02, sigrun@hjelmquist.se
For information regarding
+46 73 335 94 26, martin.malm@transcendentgroup.com
[1] Chairman of the Board
[2] Based on the total number of shares of 6,526,611.
[3] Calculated as the volume-weighted average price from
[4] Calculated as the volume-weighted average price from
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