TIDMGLAN
RNS Number : 2006J
Accel - KKR Company, LLC
14 August 2023
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART
IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A
VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT
JURISDICTION
THIS ANNOUNCEMENT IS BEING MADE PURSUANT TO RULE 2.7 OF THE
IRISH TAKEOVER RULES
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
FOR IMMEDIATE RELEASE
14 AUGUST 2023
RECOMMED CASH OFFER
FOR
GLANTUS HOLDINGS PLC
BY
GENESIS BIDCO LIMITED
(A NEWLY INCORPORATED PRIVATE LIMITED COMPANY WHOLLY-OWNED BY
BASWARE OY)
TO BE IMPLEMENTED BY WAY OF A SCHEME OF ARRANGEMENT UNDER
CHAPTER 1 OF PART 9 OF THE COMPANIES ACT 2014
Summary
-- The board of directors of Genesis Bidco Limited ("Bidco") and
the board of directors of Glantus Holdings plc ("Glantus" or the
"Company") are pleased to announce that they have reached agreement
on the terms of a recommended all cash offer by Bidco, which has
been unanimously recommended by the Glantus Board.
-- Pursuant to the Acquisition, Bidco, a newly incorporated
company wholly-owned by Basware Oy ("Basware"), will acquire the
entire issued and to be issued share capital of Glantus.
-- Under the terms of the Acquisition, Glantus Shareholders will be entitled to receive:
for each Glantus Share GBP0.3342 in cash
-- The Acquisition represents a premium of approximately:
-- 197% to Glantus' Closing Price of GBP0.1125 on 4 July 2023
(being the last Business Day prior to the publication of Possible
Offer Announcement on 5 July 2023);
-- 289% to Glantus' volume weighted average share price of
approximately GBP0.0859 over the one month period ending on 4 July
2023;
-- 303% to Glantus' volume weighted average share price of
approximately GBP0.0830 over the three month period ending on 4
July 2023;
-- 315% to Glantus' volume weighted average share price of
approximately GBP0.0806 over the six month period ending on 4 July
2023; and
-- 67% to Glantus' Closing Price of GBP0.2000 on 11 August 2023
(being the last practicable date prior to the publication of this
Announcement).
-- The Acquisition values the entire issued and to be issued
share capital of Glantus at approximately GBP17.8 million on a
fully diluted basis and implies an enterprise value of GBP29.5
million.
-- If any dividend, distribution or other return of value is
authorised, declared, made or paid in respect of the Glantus Shares
on or after the date of this Announcement, Bidco reserves the right
to reduce the Consideration by the aggregate amount of such
dividend, distribution or other return of value.
-- It is intended that the Acquisition will be implemented by
means of a High Court sanctioned scheme of arrangement under
Chapter 1 of Part 9 of the Companies Act 2014 (the "Act") (or, if
Bidco elects, subject to the terms of the Transaction Agreement,
compliance with the Irish Takeover Rules and with the consent of
the Irish Takeover Panel, a Takeover Offer).
-- Commenting on the Acquisition, Maurice Healy, Chief Executive Officer of Glantus, said:
"Over recent years, Glantus has expanded operations to develop
an enviable position as a leading analytics and automation service
provider across Ireland, the UK and the US, combining a unique
customer proposition with an effective business model.
That said, the Company has faced an extraordinary challenging
period since listing in 2021. 2022 was particularly difficult and
Glantus was forced to restructure the business and enter into
negotiations with its lender due to low levels of cash resources.
While trading has improved in FY23 so far and Glantus is much
better positioned following the restructure, the Company has
significant levels of debt in a higher interest rate environment
and low levels of cash resources and confidence with public market
investors take a significant time to rebuild. These factors are all
reflected in the Company's current market capitalisation.
The Glantus Board is unanimously recommending the offer from
Bidco, as it represents a compelling opportunity for shareholders
to realise their investment in cash in the near term and is at a
very significant premium to recent share prices.
Despite recent challenges, the business has significant scope to
further expand its footprint, which we believe will be best
achieved in the private arena where Glantus can benefit from the
experience and capital of Basware as its partner, whilst
maintaining the management and wider team which have driven the
business forward to date."
Commenting on the Acquisition, Jason Kurtz, Chief Executive
Officer of Basware said:
"The acquisition of Glantus is a compelling opportunity and one
that is consistent with Basware's strategy of investing in AP
automation applications that deliver value to our customers. We
believe Glantus is an exceptional fit with our investment strategy
in terms of size, focus and business model. Partnering with a
high-quality management team will allow us to build long term
shareholder value whilst leveraging off the core domain expertise
of Glantus to create truly differentiated products and deliver
unique value to customers."
-- The Acquisition is conditional on, among other things, (i)
the approval by the Glantus Shareholders of the Scheme Meeting
Resolution; (ii) the approval by the Glantus Shareholders of the
EGM Resolutions; (iii) the sanction of the Scheme by the High
Court; and (iv) receipt of any necessary regulatory or other
approvals.
-- Having taken into account the relevant factors and applicable
risks, the Glantus Board, which has been so advised by Shore
Capital and Corporate Limited ("Shore Capital"), as financial
adviser and Rule 3 adviser to Glantus, as to the financial terms of
the Acquisition, considers the terms of the Acquisition as set out
in this Announcement to be fair and reasonable. In providing its
advice to the Glantus Board, Shore Capital has taken into account
the commercial assessments of the Glantus Board. Accordingly, the
Glantus Board unanimously recommends that Glantus Shareholders vote
in favour of the Acquisition and all of the Resolutions, as they
have irrevocably committed to do in respect of their own beneficial
holdings of, in aggregate, 18,602,137 Glantus Shares which
represent approximately 36.38% of the total issued share capital of
Glantus as of 11 August 2023 (being the last practicable date prior
to the publication of this Announcement).
-- The Scheme Document, which will contain, amongst other
things, further information about the Acquisition, notices
convening the Scheme Meeting and the Extraordinary General Meeting,
the expected timetable for completion of the Acquisition and any
actions to be taken by Glantus Shareholders, will be published as
soon as practicable and in any event, (save with the consent of the
Panel), within 28 days of this Announcement.
-- It is anticipated that the Scheme will, subject to obtaining
any necessary regulatory approvals, be declared effective in the
fourth quarter of 2023.
About Bidco and Basware
Bidco
Bidco is a limited liability company limited by shares
incorporated in Ireland for the sole purposes of implementing the
Acquisition. As at the Effective Date, it is intended that Bidco
will be owned either directly or indirectly (through one or more
holding companies) by Basware.
Bidco has not traded since incorporation, nor has it entered
into any obligations, other than in connection with the offer and
financing of the Acquisition. The current directors of Bidco are
Jason Kurtz, Martti Nurminen and Gordon MacNeill.
Basware
Basware provides solutions that help finance leaders in global
enterprises automate complex, labor-intensive invoice processes.
Its AP automation and invoicing platforms help customers achieve
efficiency while reducing errors and risks. Some of the world's
most efficient AP departments at world-class brands rely on Basware
to handle over 170 million invoices per year, often processing 89%
of invoices totally touchless.
For more information on the Basware Group, see
https://www.basware.com/.
About Glantus
Glantus is a public company registered in Ireland whose shares
have been admitted to trading on AIM since 11 May 2021. Glantus
specialises in providing data analysis and automation solutions to
businesses, helping organisations extract valuable insights from
their data, streamline processes and make informed decisions.
Glantus offers a range of software products and services that
assist with data integration, analytics, and reporting. In
addition, it offers advanced analytics capabilities, using machine
learning and artificial intelligence techniques to identify
patterns, trends, and anomalies within the data together with
automation solutions to streamline manual and repetitive tasks.
For more information on the Glantus Group, see
https://www.glantus.com/.
This summary should be read in conjunction with, and is subject
to, the full text of the following Announcement and its
appendices.
The Conditions to, and certain further terms of, the Acquisition
are set out in Appendix I to this Announcement and the Acquisition
is subject to further terms to be set out in the Scheme Document.
Certain terms used in this Announcement are defined in Appendix II
to this Announcement. Appendix III to this Announcement contains
certain sources of information and bases of calculation contained
in this Announcement.
This Announcement contains inside information and has been
issued pursuant to Article 2.1(b) of Commission Implementing
Regulation (EU) 2016/1055. The date and time of this Announcement
is the same date and time that it has been communicated to the
media.
Enquiries
Glantus Holdings
Maurice Healy, CEO
Susan O'Connor, Interim CFO + 353 862677800
Shore Capital (Financial Adviser, Nominated
Adviser and Broker to Glantus) + 44 207 408 4090
Patrick Castle
Tom Knibbs
Lucy Bowden
Yellow Jersey PR (Public Relations Advisor
to Glantus) +44 7747 788 221
Charles Goodwin
Annabelle Wills
Basware + 358 09 879171
Jason Kurtz, CEO
Martti Nurminen, CFO
Rothschild & Co (Financial Advisor to Basware
and Bidco) +44 20 7280 5000
Anton Black
Mitul Manji
Tom Guinness
Statements required by the Irish Takeover Rules
The Bidco Directors and the Basware Directors accept
responsibility for the information contained in this Announcement
other than that relating to Glantus, the Glantus Group and the
Glantus Directors and members of their immediate families, related
trusts and persons connected with them. To the best of the
knowledge and belief of the Bidco Directors and the Basware
Directors (who, in each case, have taken all reasonable care to
ensure that this is the case), the information contained in this
Announcement for which they accept responsibility is in accordance
with the facts and does not omit anything likely to affect the
import of such information.
The Glantus Directors accept responsibility for the information
contained in this Announcement relating to Glantus, the Glantus
Group and the Glantus Directors and members of their immediate
families, related trusts and persons connected with them. To the
best of the knowledge and belief of the Glantus Directors (who, in
each case, have taken all reasonable care to ensure such is the
case), the information contained in this Announcement for which
they accept responsibility is in accordance with the facts and does
not omit anything likely to affect the import of such
information.
Shore Capital, which is authorised and regulated by the FCA in
the United Kingdom, is acting exclusively for Glantus and no one
else in connection with the Acquisition and other matters referred
to in this Announcement and will not be responsible to anyone other
than Glantus for providing the protections afforded to clients of
Shore Capital, or for providing advice in connection with the
Acquisition, the content of this Announcement or any matter or
arrangement referred to herein. Neither Shore Capital nor any of
its subsidiaries or affiliates, directors, officers employees or
agents owes or accepts any duty, liability or responsibility
whatsoever (whether direct, indirect, consequential, whether in
contract, in tort, under statute or otherwise) to any person who is
not a client of Shore Capital in connection with this Announcement,
the Acquisition, any statement contained herein or otherwise.
N.M. Rothschild & Sons Limited ("Rothschild & Co"),
which is authorised and regulated by the FCA in the United Kingdom,
is acting exclusively for Bidco and Basware as financial adviser
and no one else in connection with the Acquisition and other
matters set out in this Announcement and will not be responsible to
anyone other than Bidco and Basware for providing the protections
afforded to clients of Rothschild & Co, or for providing advice
in connection with the Acquisition, the content of this
Announcement or any matter or arrangement referred to herein.
Neither Rothschild & Co nor any of its affiliates or partners,
directors, officers employees or agents owes or accepts any duty,
liability or responsibility whatsoever (whether direct, indirect,
consequential, whether in contract, in tort, under statute or
otherwise) to any person who is not a client of Rothschild & Co
in connection with this Announcement, the Acquisition, any
statement contained herein or otherwise.
Arthur Cox LLP is acting as legal adviser to Bidco and Basware
and DAC Beachcroft LLP is acting as legal adviser to Glantus.
No Offer or Solicitation
This Announcement is for information purposes only and is not
intended to, and does not, constitute or form any part of any offer
or invitation, or the solicitation of an offer, to purchase or
otherwise acquire, subscribe for, sell or otherwise dispose of any
securities or the solicitation of any vote or approval in any
jurisdiction pursuant to the Acquisition or otherwise, nor shall
there be any sale, issuance or transfer of securities in any
jurisdiction in contravention of applicable law. The Acquisition
will be made solely by means of the Scheme Document (or, if
applicable, the Takeover Offer Document), which will contain the
full terms and conditions of the Acquisition, including details of
how to vote in respect of the Acquisition. Any decision in respect
of, or other response to, the Acquisition, should be made only on
the basis of the information contained in the Scheme Document (or,
if applicable, the Takeover Offer Document).
This Announcement does not constitute a prospectus or a
prospectus equivalent document.
Cautionary Statement Regarding Forward-Looking Statements
This Announcement contains certain forward-looking statements
with respect to Bidco, Basware and Glantus. These forward-looking
statements can be identified by the fact that they do not relate
only to historical or current facts. Forward-looking statements
often use words such as "anticipate", "target", "expect",
"estimate", "intend", "plan", "believe", "will", "may", "would",
"could" or "should" or other words of similar meaning or the
negative thereof. The expectations and beliefs of Bidco, Basware
and Glantus regarding these matters may not materialise. Actual
outcomes and results may differ materially from those contemplated
by these forward looking statements as a result of uncertainties,
risks, and changes in circumstances, including but not limited to
risks and uncertainties related to: the ability of Glantus and
Bidco to consummate the Acquisition in a timely manner or at all;
the satisfaction (or waiver) of any conditions to the consummation
of the Acquisition, including with respect to the approval of
Glantus Shareholders and any required regulatory approvals;
potential delays in consummating the Acquisition; the ability of
Glantus and Bidco to timely and successfully achieve the
anticipated strategic benefits or opportunities expected as a
result of the Acquisition; the successful integration of Glantus
into the Basware Group subsequent to Completion and the timing of
such integration; the impact of changes in global, political,
economic, business, competitive, market and regulatory forces; the
occurrence of any event, change or other circumstance or condition
that could give rise to the termination of the Transaction
Agreement; adverse effects on the market price of Glantus'
securities and on the Glantus or the Basware Group's operating
results because of a failure to complete the Acquisition; and the
effect of the announcement or pendency of the Acquisition on the
Glantus or Basware business relationships, operating results and
business generally; and the costs related to the Acquisition.
These forward-looking statements involve known and unknown
risks, uncertainties and other factors which may cause the actual
results, performance or achievements of any such person, or
industry results, to be materially different from any results,
performance or achievements expressed or implied by such
forward-looking statements. These forward-looking statements are
based on numerous assumptions regarding the present and future
business strategies of such persons and the environment in which
each will operate in the future. You are cautioned not to place
undue reliance on these forward-looking statements, which speak
only as of the date hereof. All subsequent oral or written
forward-looking statements attributable to Bidco, Basware or
Glantus or any persons acting on their behalf are expressly
qualified in their entirety by the cautionary statement above.
Neither Bidco, the Basware Group nor Glantus undertake any
obligation to update publicly or revise forward-looking or other
statements contained in this Announcement, whether as a result of
new information, future events or otherwise, except to the extent
legally required.
Disclosure requirements of the Irish Takeover Rules
Under the provisions of Rule 8.3(a) of the Irish Takeover Rules,
any person who is 'interested' in 1% or more of any class of
'relevant securities' of the Company must make an 'opening position
disclosure' following the commencement of the 'offer period'. An
'opening position disclosure' must contain the details contained in
Rule 8.6(a) of the Irish Takeover Rules, including, among other
things, details of the person's 'interests' and 'short positions'
in any 'relevant securities' of the Company. An 'opening position
disclosure' by a person to whom Rule 8.3(a) applies must be made by
no later than 3:30pm. (GMT+1) on the day falling ten 'business
days' following the commencement of the 'offer period'. Relevant
persons who deal in any 'relevant securities' prior to the deadline
for making an 'opening position disclosure' must instead make a
'dealing' disclosure as described below.
Under the provisions of Rule 8.3(b) of the Irish Takeover Rules,
if any person is, or becomes, 'interested' in 1% or more of any
class of 'relevant securities' of the Company, that person must
publicly disclose all 'dealings' in any 'relevant securities' of
the Company during the 'offer period', by not later than 3:30pm.
(GMT+1) on the 'business day' following the date of the relevant
transaction.
If two or more persons co-operate on the basis of any agreement
either express or tacit, either oral or written, to acquire an
'interest' in 'relevant securities' of the Company or any
securities exchange offeror, they will be deemed to be a single
person for the purpose of Rule 8.3 of the Irish Takeover Rules.
In addition, any offeror must make an 'opening position
disclosure' by no later 12:00 noon (GMT+1) on the date falling ten
'business days' following the commencement of the 'offer period' or
the announcement that first identifies a securities exchange
offeror, as applicable, and disclose details of any 'dealings' by
it or any person 'acting in concert' with it in 'relevant
securities' during the 'offer period', by no later than 12:00 noon
(GMT+1) on the business day following the date of the transaction
(see Irish Takeover Rules 8.1, 8.2 and 8.4).
A disclosure table, giving details of the companies in whose
'relevant securities' 'dealings' should be disclosed, can be found
on the Irish Takeover Panel's website at
www.irishtakeoverpanel.ie.
'Interests in securities' arise, in summary, when a person has
long economic exposure, whether conditional or absolute, to changes
in the price of securities. In particular, a person will be treated
as having an 'interest' by virtue of the ownership or control of
securities, or by virtue of any option in respect of, or derivative
referenced to, securities.
Terms in quotation marks are defined in the Irish Takeover
Rules, which can also be found on the Irish Takeover Panel's
website. If you are in any doubt as to whether or not you are
required to disclose a dealing under Rule 8, please consult the
Irish Takeover Panel's website at www.irishtakeoverpanel.ie or
contact the Irish Takeover Panel on telephone number +353 1 678
9020.
No profit forecast, estimate or asset valuations
No statement in this Announcement is intended as a profit
forecast or estimate for any period and no statement in this
Announcement should be interpreted to mean that earnings or
earnings per share for Bidco, Basware or Glantus respectively for
the current or future financial years would necessarily match or
exceed the historical published earnings or earnings per share for
Bidco, Basware or Glantus respectively. No statement in this
Announcement constitutes an asset valuation.
Right to switch to a Takeover Offer
Bidco reserves the right to elect, subject to the terms of the
Transaction Agreement, compliance with the Irish Takeover Rules and
with the consent of the Irish Takeover Panel, to implement the
Acquisition by way of a Takeover Offer for the entire issued and to
be issued share capital of Glantus as an alternative to the Scheme.
In such an event, the Takeover Offer will be implemented on the
same terms (subject to appropriate amendments), so far as
applicable, as those which would apply to the Scheme and subject to
the amendments referred to in Appendix I to this Announcement and
in the Transaction Agreement.
Publication on website
Pursuant to Rule 26.1 of the Irish Takeover Rules, this
Announcement will be made available on Basware's website
(https://www.basware.com/) and on Glantus' website
(https://www.glantus.com/) by no later than 12:00 noon (GMT+1) on
the 'business day' following this Announcement.
Neither the content of any such website nor the content of any
other website accessible from hyperlinks on such website is
incorporated into, or forms part of, this Announcement.
Rounding
Certain figures included in this Announcement have been
subjected to rounding adjustments. Accordingly, figures shown for
the same category presented in different tables may vary slightly
and figures shown as totals in certain tables may not be an
arithmetic aggregation of the figures that precede them.
The aggregate amount payable to each Glantus Shareholder in
accordance with the Acquisition shall be rounded down to the
nearest whole pence value.
General
The laws of certain jurisdictions may affect the availability of
the Acquisition to persons who are not resident in Ireland or the
United Kingdom. Persons who are not resident in Ireland or the
United Kingdom, or who are subject to laws of any jurisdiction
other than Ireland or the United Kingdom, should inform themselves
about, and observe, any applicable legal or regulatory
requirements. Any failure to comply with any applicable legal or
regulatory requirements may constitute a violation of the laws
and/or regulations of any such jurisdiction. To the fullest extent
permitted by applicable law, the companies and persons involved in
the Acquisition disclaim any responsibility and liability for the
violation of such restrictions by any person.
This Announcement has been prepared for the purpose of complying
with the Laws of Ireland and the Irish Takeover Rules and the
information disclosed may not be the same as that which would have
been disclosed if this Announcement had been prepared in accordance
with the Laws of jurisdictions outside of Ireland. Unless otherwise
determined by Basware and Bidco or required by the Irish Takeover
Rules, and permitted by applicable Law and regulation, the
Acquisition will not be made available directly or indirectly, in,
into or from any Restricted Jurisdiction and no person may vote in
favour of the Acquisition by any use, means, instrumentality or
facilities from within a Restricted Jurisdiction or any other
jurisdiction if to do so would constitute a violation of the Laws
of that jurisdiction.
The release, publication or distribution of this Announcement in
or into certain jurisdictions may be restricted by the laws of
those jurisdictions. Accordingly, copies of this Announcement and
all other documents relating to the Acquisition are not being, and
must not be, released, published, mailed or otherwise forwarded,
distributed or sent in, into or from any Restricted Jurisdiction.
Persons receiving such documents (including, without limitation,
nominees, trustees and custodians) should observe these
restrictions. Failure to do so may constitute a violation of the
securities laws of any such jurisdiction. To the fullest extent
permitted by applicable law, Bidco, Basware and Glantus disclaim
any responsibility or liability for the violations of any such
restrictions by any person.
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART
IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A
VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT
JURISDICTION
THIS ANNOUNCEMENT IS BEING MADE PURSUANT TO RULE 2.7 OF THE
IRISH TAKEOVER RULES
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
FOR IMMEDIATE RELEASE
14 AUGUST 2023
RECOMMED CASH OFFER
FOR
GLANTUS HOLDINGS PLC
BY
GENESIS BIDCO LIMITED
(A NEWLY INCORPORATED PRIVATE LIMITED COMPANY WHOLLY-OWNED BY
BASWARE OY)
TO BE IMPLEMENTED BY WAY OF A SCHEME OF ARRANGEMENT UNDER
CHAPTER 1 OF PART 9 OF THE COMPANIES ACT 2014
1. Introduction
The board of directors of Genesis Bidco Limited ("Bidco") and
the board of directors of Glantus Holdings plc ("Glantus" or the
"Company") are pleased to announce that they have reached agreement
on the terms of an all cash offer by Bidco, which has been
unanimously recommended by the Glantus Board.
Bidco, a newly incorporated private limited company wholly-owned
by Basware Oy ("Basware"), will acquire the entire issued and to be
issued share capital of Glantus.
It is expected that the Acquisition will be implemented by means
of an Irish High Court-sanctioned scheme of arrangement under
Chapter 1 of Part 9 of the Companies Act 2014 (the "Act") (although
Bidco reserves the right to effect the Acquisition by way of a
Takeover Offer, subject to the terms of the Transaction Agreement,
compliance with the Irish Takeover Rules and with the consent of
the Irish Takeover Panel).
2. Summary Terms of the Acquisition
The Acquisition is subject to the Conditions set out in Appendix
I to this Announcement and to be set out in the Scheme
Document.
Under the terms of the Acquisition, which shall be subject to
the Conditions and other terms set out in this Announcement and to
further terms to be set out in the Scheme Document, each Glantus
Shareholder at the Scheme Record Time will be entitled to
receive:
for each Glantus Share GBP0.3342 in cash
The Acquisition represents a premium of approximately:
-- 197% to Glantus' Closing Price of GBP0.1125 on 4 July 2023
(being the last Business Day prior to the publication of Possible
Offer Announcement on 5 July 2023);
-- 289% to Glantus' volume weighted average share price of
approximately GBP0.0859 over the one month period ending on 4 July
2023;
-- 303% to Glantus' volume weighted average share price of
approximately GBP0.0830 over the three month period ending on 4
July 2023;
-- 315% to Glantus' volume weighted average share price of
approximately GBP0.0806 over the six month period ending on 4 July
2023; and
-- 67% to Glantus' Closing Price of GBP0.2000 on 11 August 2023
(being the last practicable date prior to the publication of this
Announcement).
The Acquisition values the entire issued and to be issued share
capital of Glantus at approximately GBP17.8 million on a fully
diluted basis and implies an enterprise value of approximately
GBP29.5 million.
Under the terms of the Scheme proposed to implement the
Acquisition, in consideration of the payment of the Consideration
by Bidco to Glantus Scheme Shareholders, the Glantus Shares will be
transferred to Bidco in accordance with the terms of the
Scheme.
The sources and bases of information contained in this
Announcement to calculate the implied value of the Acquisition are
set out in Appendix III.
3. Glantus' Background to and Reasons for Recommending the Acquisition
Background and performance since IPO
Glantus is an innovative data analysis and automation company
which was founded in 2014 with a vision to help businesses unlock
the value of their data through advanced analytics and automation
solutions. It quickly gained recognition for its expertise in data
integration, analytics, and reporting, attracting a diverse range
of global clients across various industries. Glantus was admitted
to trading on the AIM market of the London Stock Exchange ("IPO" or
"Admission") in May 2021.
The IPO provided Glantus with the necessary capital to expand
its operations, invest in research and development and accelerate
its growth trajectory. Since its IPO, the Glantus Group has
achieved some of the goals committed to at the time of the IPO
including investment in account management, sales and marketing and
has completed successful acquisitions in the US and UK.
However, more generally, the Company has experienced a number of
challenges since its IPO and FY22 was particularly challenging
which resulted in a requirement to significantly restructure the
business during the year. On 30 June 2023, in its annual financial
results for the year ended 31 December 2022, the Company stated
that:
"2022 was a challenging year for our company. Integration issues
with an acquisition and a downturn in our productivity in the U.S.
market while we transitioned our operations to Costa Rica, meant
that our run-rate billing had reduced from an expected EUR1.5m per
month to EUR1m per month. With a cost base structured for a higher
revenue than what was being achieved, we were running at a
considerable loss. Accordingly, the management team set about
adjusting the cost base to align with our run-rate billing. Over
the final three months of 2022, we removed EUR4.2m from our
annualised costs and in the first quarter of 2023 we saw the
benefits of this work as we returned to profitability".
As a result of the challenges experienced in 2022, on 14
February 2023, Glantus announced that it had raised approximately
EUR1.4 million (before expenses) from a combination of new and
existing investors by a conditional irrevocable subscription for
ordinary shares at GBP0.0925 per share, which was subsequently
approved at the Extraordinary General Meeting on 16 March 2023. The
net proceeds of the said subscription were applied to settle
certain deferred consideration payments for the acquisition of
Technology Insight Corporation and Meridian Cost Benefit Limited,
as well some remaining costs associated with the Company's recent
restructuring, and for working capital purposes.
Trading in FY 2023 has improved, and the Company provided a
trading update on 31 July 2023 for the six months to 30 June 2023
("H1 2023"). The Company announced that:
"Trading in the new financial year has been ahead of
management's expectations (all figures for 2023 below are
unaudited):
-- Jan - Apr 2023 revenues of c.EUR4.558m, adjusted EBITDA profit of c.EUR1.3m
-- Momentum has continued with revenues for May 2023 being ahead of budget at EUR1.1m
-- Realignment of cost base in 2022 has delivered much improved
adjusted EBITDA so far in 2023
The Company is pleased confirm that these trends continued for
the whole half year period and trading has remained strong. Given
the Company has continued to trade ahead of budget, the Board
expects that the Company will report half year results ahead of its
expectations."
Rationale for recommendation
The Board believes that the Company is better positioned
following the restructuring of the business in 2022 and its
business model and strategy provides a strong platform for growth.
However, the challenges encountered in 2022 have left the Company
with a low market capitalisation, low cash resources and
significant levels of debt, which are likely to impact Glantus'
ability to take advantage of growth opportunities.
Against this backdrop in considering the terms of the
Acquisition, the Directors have taken into account a number of
specific factors including:
-- the Acquisition represents an attractive premium payable in
cash for Glantus shareholders of approximately:
-- 197% to Glantus' Closing Price of GBP0.1125 on 4 July 2023
(being the last Business Day prior to the publication of Possible
Offer Announcement on 5 July 2023);
-- 289% to Glantus' volume weighted average share price of
approximately GBP0.0859 over the one month period ending on 4 July
2023;
-- 303% to Glantus' volume weighted average share price of
approximately GBP0.0830 over the three month period ending on 4
July 2023;
-- 315% to Glantus' volume weighted average share price of
approximately GBP0.0806 over the six month period ending on 4 July
2023; and
-- 67% to Glantus' Closing Price of GBP0.2000 on 11 August 2023
(being the last practicable date prior to the publication of this
Announcement);
-- the Company has significant levels of debt in a higher
interest rate environment than at the time of the IPO and low
levels of cash resources available to it;
-- the Company's low current market capitalisation and share
price means the Company is currently unable to take advantage of
the benefits of a public listing and is not able to pursue its
acquisition strategy which was stated at the time of the IPO;
-- the costs of maintaining a public listing are material to the
Company, especially given the low levels of cash resources
currently available to it; and
-- the Acquisition allows Glantus shareholders to realise their
full investment in the Company for cash in the near term at an
attractive valuation.
4. Recommendation of Glantus Board
Having considered the relevant factors and applicable risks, the
Glantus Board, which has been so advised by Shore Capital, as
financial adviser and Rule 3 adviser to Glantus, as to the
financial terms of the Acquisition, considers the terms of the
Acquisition as set out in this Announcement to be fair and
reasonable. In providing its advice to the Glantus Board, Shore
Capital has taken into account the commercial assessments of the
Glantus Board. Accordingly, the Glantus Board unanimously
recommends that Glantus Shareholders vote in favour of the
Acquisition and all of the Resolutions, as the Glantus Board have
irrevocably committed to do in respect of their own beneficial
holdings of, in aggregate, 18,602,137 Glantus Shares, which
represent approximately 36.38% of the total issued share capital of
Glantus as of 11 August 2023 (being the last practicable date prior
to the publication of this Announcement).
5. Basware Background to and Rationale for the Acquisition
Glantus was established in 2014 and over the past number of
years has expanded through organic growth and acquisitions to
emerge as a true success story in the realm of accounts payable
automation and analytics solutions and has offices in the United
States, United Kingdom, Poland and Costa Rica. Glantus today
operates in 50+ countries with customers globally.
Basware believes there is a compelling strategic and financial
rationale for undertaking the Acquisition which is expected to
deliver the following benefits:
-- by integrating Glantus' solutions, Basware would be able to
expand its suite of solutions for expense management, sourcing,
eProcurement, accounts receivable and payable and more, delivering
additional value to customers;
-- there would be a significant opportunity to generate
potential revenue by cross-selling products into complementary and
shared customers along with the supplier network; and
-- increased scale to invest additional funds into R&D and improve margins over time.
In addition to the above, following the Acquisition, Basware
believes that Glantus will benefit from Basware's skillsets,
capabilities, experience and network globally. Accordingly, Basware
and Bidco believe that the Acquisition is therefore in the best
interests of Glantus' management, employees and the many
stakeholders in the business. It also provides Glantus Shareholders
an opportunity to realise their investment at an attractive premium
in cash.
6. Irrevocable Commitments
Bidco has received irrevocable undertakings from all of the
directors of Glantus to vote in favour of the Scheme at the Scheme
Meeting and each of the EGM Resolutions to be proposed at the
Extraordinary General Meeting in respect of 18,602,137 Glantus
Shares, representing approximately 36.38% of the issued share
capital of Glantus as of 11 August 2023 (being the last practicable
date prior to the publication of this Announcement).
In addition, Bidco has received irrevocable undertakings from
Andrew Frazer, Martin Bolland, Ian Smith, Judith Nelson, Michael
Maye, Joe Keating, Gráinne McKeown, and Karl Andersson, to vote in
favour of the Scheme at the Scheme Meeting and each of the EGM
Resolutions to be proposed at the Extraordinary General Meeting in
respect of 18,386,161 Glantus Shares representing approximately
35.96% of the issued share capital of Glantus as of 11 August 2023
(being the last practicable date prior to the publication of this
Announcement).
Therefore, in aggregate, Bidco has received irrevocable
undertakings that represent approximately 72.34% of the issued
share capital of Glantus on 11 August 2023 (being the latest
practicable date prior to the publication of this
Announcement).
The irrevocable undertakings will cease to have effect on the
date on which the Scheme becomes Effective or prior to that date if
the Transaction Agreement is terminated in accordance with its
terms.
7. Information on Bidco and Basware
Bidco and Basware
Bidco is a private limited liability company incorporated in
Ireland for the purposes of the Acquisition. As at the Effective
Date, it is intended that Bidco will be owned indirectly (through
one or more holding companies) by Basware.
Bidco has not traded since incorporation, nor has it entered
into any obligations, other than in connection with the offer and
financing of the Acquisition. The current directors of Bidco are
Jason Kurtz, Martti Nurminen and Gordon MacNeill.
Basware provides solutions that help finance leaders in global
enterprises automate complex, labor-intensive invoice processes.
Its AP automation and invoicing platforms help customers achieve
efficiency while reducing errors and risks. Some of the world's
most efficient AP departments at world-class brands rely on Basware
to handle over 170 million invoices per year, often processing 89%
of invoices totally touchless.
8. Information on Glantus Holdings plc
Glantus is a public company registered in Ireland whose shares
are admitted to trading on AIM. It specializes in providing data
analysis and automation solutions to businesses with operations in
multiple jurisdictions including Ireland, the UK and the US and
customers worldwide.
9. Structure of the Acquisition
Scheme
It is intended that the Acquisition will be effected by a High
Court sanctioned scheme of arrangement in accordance with Chapter 1
of Part 9 of the Act. Under the Scheme, all Glantus Shares held by
Glantus Shareholders will be transferred to Bidco in accordance
with the Scheme and Bidco will pay the Consideration to the
relevant Glantus Scheme Shareholders.
As a result of these arrangements, Glantus will become a
wholly-owned subsidiary of Bidco.
To become Effective, the Scheme requires, amongst other things,
(i) a quorum of at least two (2) persons holding, or representing
by proxy, at least one-third in nominal value of the Glantus Shares
in issue being satisfied at the Scheme Meeting; (ii) the approval
of the Scheme Meeting Resolution by Glantus Shareholders at the
Scheme Meeting (or any adjournment of such meeting) who represent
at least three-fourths (75%) in value of the Glantus Shares held by
such Glantus Shareholders at the Voting Record Time who are present
and voting either in person or by proxy or in any other manner
permitted by the High Court or by law at the Scheme Meeting; and
(iii) the approval by Glantus Shareholders of resolutions relating
to the implementation of the Scheme at the Extraordinary General
Meeting to be held directly after the Scheme Meeting.
Application to the High Court to sanction the Scheme
Once the approvals of the Glantus Shareholders have been
obtained at the Scheme Meeting and the Extraordinary General
Meeting, and the other Conditions have been satisfied or (where
applicable) waived, an application will be made to the High Court
to sanction the Scheme under the Act.
Subject to the sanction of the High Court, the Scheme will
become Effective in accordance with its terms on delivery of a copy
of the Court Order to the Registrar of Companies. Upon the Scheme
becoming Effective, it will be binding on all Glantus Scheme
Shareholders, irrespective of whether or not they attended or voted
at the Scheme Meeting or Extraordinary General Meeting, or whether
they voted in favour of or against the Scheme.
Any Glantus Shares issued before the Scheme Record Time will be
subject to the terms of the Scheme. One of the EGM Resolutions to
be proposed at the EGM will, amongst other matters, provide that
the Company's articles of association be amended to incorporate
provisions requiring any Glantus Shares issued after the Scheme
Record Time (other than to Bidco or its affiliates), for example,
due to the crystallisation of Glantus Options, to either be subject
to the terms of the Scheme or acquired by Bidco and/or its
affiliates on the same terms as the Acquisition (other than terms
as to timings and certain formalities). The inclusion of these
provisions in the Company's articles of association will prevent
any person (other than Bidco or its affiliates) holding Glantus
Shares immediately after the Effective Time.
Full details of the Scheme to be set out in the Scheme
Document
The Scheme will be governed by the laws of Ireland. The Scheme
will be subject to the applicable requirements of the Irish
Takeover Rules and, where relevant, the applicable rules and
regulations of the Act.
The Scheme is subject to the satisfaction (or, where applicable,
waiver) of the Conditions and the full terms and conditions to be
set out in the Scheme Document. Further details of the Scheme,
including the notices of the Scheme Meeting and separate
Extraordinary General Meeting required to approve the Resolutions,
expected timetable and the action to be taken by Glantus
Shareholders, will be set out in the Scheme Document.
Conditions to the Acquisition
The Acquisition shall be subject to the Conditions and further
terms set out in full in Appendix I to this Announcement and to be
set out in the Scheme Document.
Scheme timetable and further information
The Scheme Document, which will contain, amongst other things,
further information about the Acquisition, notices convening the
Scheme Meeting and the Extraordinary General Meeting, the expected
timetable for completion and action to be taken by Glantus
Shareholders, will be published as soon as practicable.
Section 3(7) of Appendix 4 of the Irish Takeover Rules requires
that Glantus must send the Scheme Document to Glantus Shareholders
within 28 days of the announcement of a firm intention to make an
offer, being this Announcement.
It is anticipated that the Scheme will, subject to obtaining any
necessary regulatory approvals, be declared effective in the fourth
quarter of 2023.
10. Effect of the Scheme on Glantus Share Plan
In accordance with Rule 15 of the Irish Takeover Rules, Bidco
will make appropriate proposals to participants in the Glantus
Share Plan in relation to the Glantus Options. Participants will be
contacted separately, at or as soon as possible after the time of
publication of the Scheme Document, regarding the effect of the
Acquisition on the Glantus Options under the Glantus Share Plan and
the relevant details will be summarised in the Scheme Document.
The Scheme will extend to any Glantus Shares which are
unconditionally allotted or issued at or before the Scheme Record
Time, including those allotted or issued to satisfy the exercise of
options or vesting of awards under the Glantus Options.
11. Financing of the Acquisition
The consideration payable to Glantus Scheme Shareholders
pursuant to the terms of the Acquisition is to be funded from a
combination of a facility provided to Bidco by Basware's existing
lender, Golub Capital LLC, together with Basware's own cash
resources and equity investments, further details of which will be
set out in the Scheme Document.
In accordance with Rule 2.7(d) of the Irish Takeover Rules,
Rothschild & Co, as financial adviser to Bidco, is satisfied
that sufficient resources are available to Bidco to satisfy in full
the cash consideration payable to Glantus Scheme Shareholders under
the terms of the Scheme.
12. Basware's intention for the Glantus business, management,
employees, operations and governance
Bidco's strategic plans for Glantus
Following completion of the Acquisition, Bidco intends to
support the Company's management team in accelerating investment in
organic growth opportunities. As a private company, the Glantus
management team will be allowed to fully focus on executing on
their long-term strategic vision with the operational and financial
backing of Basware, whilst maintaining the culture and values of
the business which have been integral to the Company's success to
date.
Intentions for existing employment rights and pensions
Bidco attributes significant value to Glantus' existing
management and employees, believes the Acquisition is in their best
interests, and is focused on ensuring that roles and
responsibilities across the employee base remain materially
consistent while the Glantus and Basware organizations are
integrated to best serve the combined group's customer base.
Following completion of the Acquisition, Basware intends to work
with the Glantus management team to review its business and
operations and implement operational best practices to accelerate
growth and performance, enhance profitability and create greater
employment opportunities over the long term. As at the date of this
Announcement, the results of this review are uncertain, and no firm
decisions have been made by Basware in relation to specific actions
which may be taken. However, Basware would expect the existing
personnel of Glantus to continue to contribute to the business
following completion of the Acquisition, and does not intend to
initiate any material headcount changes within the current Glantus
organisation as a result of the Acquisition.
Bidco confirms that, following the Scheme becoming Effective,
the existing contractual and statutory employment rights, including
in relation to pensions, of all Glantus management and employees
will be fully safeguarded in accordance with applicable law. Bidco
does not intend to make any material change to the conditions of
employment of the current employees of Glantus.
Intentions for Headquarters, Locations and Fixed Assets
Basware does not envisage a redeployment of Glantus' fixed asset
base following completion of the Acquisition. It may, however,
identify areas of the business where investment can be increased.
However, based on diligence performed to date, Basware does not
expect the Acquisition to have a material impact on the operations,
places of business or headquarters of the Company, nor its research
and development functions.
Management incentive arrangements
Bidco has not entered into and has not had discussions on
proposals to enter into, any form of incentivisation arrangements
with members of Glantus' management. It is the intention to
consider and discuss a performance-related incentive scheme for
certain members of the Glantus management team following the
Effective Date.
Non-executive directors
The non-executive directors on the board of Glantus will resign
from Glantus on the Effective Date.
13. Delisting and Cancellation of Trading of Glantus Shares
An application will be made to the London Stock Exchange prior
to the Effective Date to cancel the admission of the Glantus Shares
to trading on AIM, with effect from shortly after the Effective
Date, subject to and following the Scheme becoming Effective.
It is intended that dealing in Glantus Shares on AIM will be
suspended after the Court Order is issued.
As soon as is reasonably practicable following the Effective
Date, it is intended that Glantus will be re-registered in Ireland
as a private company limited by shares under the relevant
provisions of the Companies Act.
14. Acquisition related arrangements
Transaction Agreement
Basware, Bidco and Glantus have entered into a transaction
agreement dated 14 August 2023 which contains certain assurances in
relation to the implementation of the Scheme and other matters
related to the Acquisition. A summary of the principal terms of the
Transaction Agreement will be set out in the Scheme Document.
The Transaction Agreement provides that where the Glantus Board
determines that a Glantus Superior Proposal has been received,
Glantus will provide Bidco with an opportunity, for a period of six
Business Days from the time of the receipt by Bidco of notice in
writing from Glantus confirming that the Glantus Board has
determined that a Glantus Superior Proposal has been received
together with details of the material terms of such Glantus
Superior Proposal, to increase or modify the Consideration such
that the Glantus Superior Proposal would not constitute a Glantus
Superior Proposal.
Expenses Reimbursement Agreement
Glantus entered into an expenses reimbursement agreement on 14
August 2023 with Basware and Bidco. Each of Shore Capital and the
Glantus Directors have confirmed in writing to the Panel that, in
the opinion of Shore Capital and the Glantus Directors
(respectively), in the context of the note to Rule 21.2 of the
Irish Takeover Rules and the Acquisition, the Expenses
Reimbursement Agreement is in the best interests of the Glantus
Shareholders. The Panel has consented to Glantus entering into the
Expenses Reimbursement Agreement.
Under the terms of the Expenses Reimbursement Agreement, Glantus
has agreed to pay to Bidco in certain circumstances set out below
an amount equal to all documented, specific and quantifiable third
party costs and expenses incurred by Bidco, or any member of the
Basware Group, or on its or their behalf, for the purposes of, in
preparation for, or in connection with the Acquisition, including
legal, financial, accounting, property and commercial due
diligence, arranging financing and engaging advisers to assist in
the process, provided that the gross amount payable by Glantus to
Bidco shall not, in any event, exceed 1% of the total value of the
issued and to be issued share capital of Glantus (including, for
the avoidance of doubt, all of the Glantus Shares to be issued
pursuant to the Glantus Share Plan) that is the subject of the
Acquisition, and excluding any shares in Glantus which are
beneficially owned by any member of the Basware Group, Bidco or any
Concert Parties of the foregoing).
The amount payable by Glantus to Bidco under such provisions of
the Expenses Reimbursement Agreement will exclude any amounts in
respect of VAT incurred by Bidco or any member of the Basware Group
attributable to such third party costs other than Irrecoverable VAT
incurred by Bidco and/or such member of the Basware Group on such
costs.
The circumstances in which such payment will be made are if:
(a) the Transaction Agreement is terminated:
(i) by Bidco for the reason that the Glantus Board or any committee thereof:
(A) withdraws (or modifies in any manner adverse to Bidco), or
fails to make when required pursuant to the Transaction Agreement
or proposes publicly to withdraw (or modify in any manner adverse
to Bidco), the Scheme Recommendation or, if applicable, the
recommendation to the holders of Glantus Shares from the Glantus
Board to accept the Takeover Offer (it being understood, for the
avoidance of doubt, that the provision by Glantus to Bidco of
notice or information in connection with a Glantus Alternative
Proposal or Glantus Superior Proposal as required or expressly
permitted by the Transaction Agreement shall not, in each case, in
and of itself, constitute a circumstance referred to in this
paragraph (A)); or
(B) otherwise takes any action or discloses a position that is
deemed to be a "Glantus Change of Recommendation" under clause
5.2(d)(ii) of the Transaction Agreement; or
(ii) by Glantus, upon written notice at any time following
delivery of a Final Recommendation Change Notice under and in
accordance with the Transaction Agreement where the Acquisition
subsequently lapses or is withdrawn; or
(b) all of the following occur:
(i) prior to the Scheme Meeting (or, in the case of a Takeover
Offer prior to the Final Closing Date), a Glantus Alternative
Proposal is formally publicly disclosed by Glantus or any person
shall have formally publicly announced an intention (whether or not
conditional) to make a Glantus Alternative Proposal and, in each
case, such disclosure or announcement is not publicly withdrawn
without qualification at least three Business Days before the date
of the Scheme Meeting or in the case of Takeover Offer, the Final
Closing Date; and
(ii) the Transaction Agreement is terminated by Bidco for the
reason that Glantus shall have breached or failed to perform in any
material respect any of its representations, warranties, covenants
or other agreements contained in the Transaction Agreement, which
material breach or failure to perform:
(A) would result in a failure of any of the Conditions; and
(B) is not reasonably capable of being cured by the End Date or,
if curable, Bidco shall have given Glantus written notice,
delivered at least 30 days prior to such termination, stating
Bidco's intention to terminate the Transaction Agreement pursuant
to clause 10.1(e) of the Transaction Agreement and the basis for
such termination and such breach, failure to perform or inaccuracy
shall not have been cured within 30 days following the delivery of
such written notice or, if earlier, by the End Date; and
(iii) a Glantus Alternative Proposal is consummated, or a
definitive agreement providing for a Glantus Alternative Proposal
is entered into (provided such Glantus Alternative Proposal is
subsequently consummated pursuant to that definitive agreement)
within 12 months after the date of the Rule 2.7 Announcement (in
each case regardless of whether such Glantus Alternative Proposal
is the same Glantus Alternative Proposal referred to in paragraph
(b)(i)); or
(c) all of the following occur:
(i) prior to the Scheme Meeting (or, in the case of a Takeover
Offer prior to the Final Closing Date), a Glantus Alternative
Proposal is formally publicly disclosed by Glantus or any person
shall have formally publicly announced an intention (whether or not
conditional) to make a Glantus Alternative Proposal and, in each
case, such disclosure or announcement is not publicly withdrawn
without qualification at least three Business Days before the date
of the Scheme Meeting or, in the case of a Takeover Offer, the
Final Closing Date; and
(ii) the Transaction Agreement is terminated by either Glantus
or Bidco for the reason that the Scheme Meeting or the EGM shall
have been completed and the Scheme Meeting Resolution or the EGM
Resolutions, as applicable, shall not have been approved by the
requisite majority of votes (or, in the case of a Takeover Offer,
the Final Closing Date having passed without the Takeover Offer
becoming unconditional as to acceptances); and
(iii) the Glantus Alternative Proposal referred to in paragraph
(c)(i) above is consummated, or a definitive agreement providing
for a Glantus Alternative Proposal is entered into (provided such
Glantus Alternative Proposal is subsequently consummated pursuant
to that definitive agreement), in each case with the person
referred to in paragraph (c)(i) within 12 months after the date of
the Rule 2.7 Announcement, or a Glantus Alternative Proposal is
consummated, or a definitive agreement providing for a Glantus
Alternative Proposal is entered into (provided such Glantus
Alternative Proposal is subsequently consummated pursuant to that
definitive agreement), with a person who is not connected in any
way to the person referred to in paragraph (c)(i) above within 12
months after the date of the Rule 2.7 Announcement.
15. Interests and Short Positions in Glantus
As at the close of business on 11 August 2023 (being the last
practicable date prior to the release of this Announcement) none of
Basware or Bidco nor, so far as Basware and Bidco are aware, any
person Acting in Concert with Basware or Bidco:
(a) had an interest in relevant securities of Glantus;
(b) had any short position in relevant securities of Glantus;
(c) had received an irrevocable commitment or letter of intent
to accept the terms of the Acquisition in respect of relevant
securities of Glantus, other than as described in this
Announcement; or
(d) had borrowed or lent any Glantus Shares.
Furthermore, no arrangement to which Rule 8.7 of the Irish
Takeover Rules applies exists between Basware, Bidco or Glantus or
a person Acting in Concert with Basware, Bidco or Glantus in
relation to Glantus Shares. For these purposes, an "arrangement to
which Rule 8.7 of the Irish Takeover Rules applies" includes any
indemnity or option arrangement, and any agreement or
understanding, formal or informal, of whatever nature, between two
or more persons relating to relevant securities which is or may be
an inducement to one or more of such persons to deal or refrain
from dealing in such securities.
In the interests of confidentiality, Basware and Bidco have each
made only limited enquiries in respect of certain parties who may
be deemed by the Irish Takeover Panel to be Acting in Concert with
it for the purposes of the Acquisition. Further enquiries will be
made to the extent necessary as soon as practicable following the
date of this Announcement and any disclosure in respect of such
parties will be included in the Scheme Document.
16. Rule 2.12 Disclosure
In accordance with Rule 2.12 of the Irish Takeover Rules,
Glantus confirms that as at the close of business on 11 August 2023
(being the last practicable date before this Announcement) it had
51,132,553 Glantus Shares in issue with voting rights, with no
Glantus Shares held in treasury. The ISIN for the Glantus Shares is
IE00BNG2V304.
At that date there were outstanding Glantus Options to subscribe
for 2,065,976 Glantus Shares* which have been granted by
Glantus.
* This figure is inclusive of 1,200,000 options which are
expected to be granted following the release of this Announcement
and prior to the Effective Date. This additional number of Glantus
Shares (2,065,976) has been calculated using the treasury method on
the basis of the maximum number of Glantus Shares that may be
issued in respect of outstanding Glantus Options under the Glantus
Share Plan less such number of Glantus Shares as is equal to the
cash proceeds of the exercise price.
17. Rule 2.7(b)(xv) Statement
Subject to the Transaction Agreement, if any dividend,
distribution or other return of value is authorised, declared, made
or paid in respect of the Glantus Shares on or after the date of
this Announcement, Bidco reserves the right to reduce the
Consideration by the aggregate amount of such dividend,
distribution or other return of value.
18. Tax
Each holder of Glantus Shares is urged to consult his, her or
its independent professional advisor regarding the tax consequences
of the Acquisition.
19. Documents
Copies of the following documents will be available, subject to
certain restrictions relating to persons resident in Restricted
Jurisdictions, promptly on Glantus' website at
https://www.glantus.com/, and on Bidco's website at
https://www.basware.com/, in any event by no later than 12:00 noon
(GMT+1) on 15 August 2023:
(a) a copy of this Announcement;
(b) Expenses Reimbursement Agreement;
(c) Transaction Agreement;
(d) the irrevocable undertakings referred to in paragraph 6 above; and
(e) the written consents of Rothschild & Co and Shore
Capital referred to in paragraph 20 below.
Neither the content of the websites referred to in this
Announcement nor the contents of any website accessible from
hyperlinks on any such website are incorporated into or form part
of this Announcement.
20. General
The Acquisition and the Scheme will be made subject to the
Conditions and the further terms to be set out in the Scheme
Document. The Scheme Document will include full details of the
Acquisition and will be accompanied by the appropriate notices of
the Scheme Meeting and separate Extraordinary General Meeting
required to approve the Resolutions and forms of proxy.
Rothschild & Co and Shore Capital have each given and not
withdrawn their consent to the publication of this Announcement
with the inclusion herein of the references to their names in the
form and context in which they appear.
The Scheme Document, notices and forms of proxy will be
despatched to Glantus Shareholders as soon as practicable and, in
any event, (save with the consent of the Irish Takeover Panel) not
later than 11 September 2023. The Scheme Document will include full
details of the Acquisition, together with the expected timetable,
and will specify the necessary action to be taken by Glantus
Shareholders in order to vote in favour of the Scheme (at the
Scheme Meeting) and the EGM Resolutions (at the Extraordinary
General Meeting).
The Acquisition will be governed by the laws of Ireland and will
be subject to the requirements of the Irish Takeover Rules and
applicable Law. This Announcement is being made pursuant to Rule
2.7 of the Irish Takeover Rules.
Appendix I to this Announcement contains the Conditions and
certain further terms of the Acquisition and the Scheme. Appendix
II to this Announcement contains definitions of certain expressions
used in this Announcement. Appendix III to this Announcement
contains further details of the sources of information and bases of
calculations set out in this Announcement.
This Announcement does not constitute a prospectus or prospectus
equivalent document.
Any response in relation to the Acquisition should be made only
on the basis of the information contained in the Scheme Document or
any document by which the Acquisition and the Scheme are made.
Glantus Shareholders are advised to carefully read the formal
documentation in relation to the Acquisition, including the Scheme
Document.
If you are in any doubt about the contents of this Announcement
or the action you should take, you are recommended to seek your own
independent financial advice immediately from your appropriately
authorised independent financial advisor.
The person responsible for making this Announcement on behalf of
Glantus is Maurice Healy, CEO.
Enquiries
Glantus Holdings
Maurice Healy, CEO
Susan O'Connor, Interim CFO + 353 862677800
Shore Capital (Nominated Adviser and Broker
to Glantus) + 44 207 408 4090
Patrick Castle
Tom Knibbs
Lucy Bowden
Yellow Jersey PR (Public Relations Advisor
to Glantus) +44 7747 788 221
Charles Goodwin
Annabelle Wills
Basware + 358 09 879171
Jason Kurtz, CEO
Martti Nurminen, CFO
Rothschild & Co (Financial Advisor to Basware
and Bidco) +44 20 7280 5000
Anton Black
Mitul Manji
Tom Guinness
Statements required by the Irish Takeover Rules
The Bidco Directors and the Basware Directors accept
responsibility for the information contained in this Announcement
other than that relating to Glantus, the Glantus Group and the
Glantus Directors and members of their immediate families, related
trusts and persons connected with them. To the best of the
knowledge and belief of the Bidco Directors (who, in each case,
have taken all reasonable care to ensure that this is the case),
the information contained in this Announcement for which they
accept responsibility is in accordance with the facts and does not
omit anything likely to affect the import of such information.
The Glantus Directors accept responsibility for the information
contained in this Announcement relating to Glantus, the Glantus
Group and the Glantus Directors and members of their immediate
families, related trusts and persons connected with them. To the
best of the knowledge and belief of the Glantus Directors (who, in
each case, have taken all reasonable care to ensure such is the
case), the information contained in this Announcement for which
they accept responsibility is in accordance with the facts and does
not omit anything likely to affect the import of such
information.
Shore Capital, which is authorised and regulated by the FCA in
the United Kingdom, is acting exclusively for Glantus and no one
else in connection with the Acquisition and other the matters
referred to in this Announcement and will not be responsible to
anyone other than Glantus for providing the protections afforded to
clients of Shore Capital, or for providing advice in connection
with the Acquisition, the content of this Announcement or any
matter or arrangement referred to herein. Neither Shore Capital nor
any of its subsidiaries or affiliates, directors, officers
employees or agents owes or accepts any duty, liability or
responsibility whatsoever (whether direct, indirect, consequential
whether in contract, in tort, under statute or otherwise) to any
person who is not a client of Shore Capital in connection with this
Announcement, the Acquisition, any statement contained herein or
otherwise. No representation or warranty, express or implied, is
made by Shore Capital as to the contents of this Announcement.
N.M. Rothschild & Sons Limited ("Rothschild & Co"),
which is authorised and regulated by the FCA in the United Kingdom,
is acting exclusively as financial adviser to Bidco and Basware and
no one else in connection with the Acquisition and other matters
set out in this Announcement and will not be responsible to anyone
other than Bidco and Basware for providing the protections afforded
to clients of Rothschild & Co, nor for providing advice in
connection with the Acquisition, the content of this Announcement
or any matter or arrangement referred to herein. Neither Rothschild
& Co nor any of its affiliates or partners, directors, officers
employees or agents owes or accepts any duty, liability or
responsibility whatsoever (whether direct, indirect, consequential,
whether in contract, in tort, under statute or otherwise) to any
person who is not a client of Rothschild & Co in connection
with this Announcement, the Acquisition, any statement contained
herein or otherwise. No representation or warranty, express or
implied, is made by Rothschild & Co as to the contents of this
Announcement.
Arthur Cox LLP is acting as legal adviser to Basware and Bidco
and DAC Beachcroft LLP is acting as legal adviser to Glantus.
This Announcement is for information purposes only and is not
intended to, and does not, constitute or form any part of any offer
or invitation, or the solicitation of an offer, to purchase or
otherwise acquire, subscribe for, sell or otherwise dispose of any
securities or the solicitation of any vote or approval in any
jurisdiction pursuant to the Acquisition or otherwise, nor shall
there be any sale, issuance or transfer of securities in any
jurisdiction in contravention of applicable law. The Acquisition
will be made solely by means of the Scheme Document (or, if
applicable, the Takeover Offer Document), which will contain the
full terms and conditions of the Acquisition, including details of
how to vote in respect of the Acquisition. Any decision in respect
of, or other response to, the Acquisition, should be made only on
the basis of the information contained in the Scheme Document (or,
if applicable, the Takeover Offer Document).
This Announcement does not constitute a prospectus or a
prospectus equivalent document.
This Announcement has been prepared for the purpose of complying
with the laws of Ireland and the Irish Takeover Rules and the
information disclosed may not be the same as that which would have
been disclosed if this Announcement had been prepared in accordance
with the laws of jurisdictions outside of Ireland.
Cautionary Statement Regarding Forward-Looking Statements
This Announcement contains certain forward-looking statements
with respect to Bidco, Basware and Glantus. These forward-looking
statements can be identified by the fact that they do not relate
only to historical or current facts. Forward-looking statements
often use words such as "anticipate", "target", "expect",
"estimate", "intend", "plan", "believe", "will", "may", "would",
"could" or "should" or other words of similar meaning or the
negative thereof. The expectations and beliefs of Bidco, Basware
and Glantus regarding these matters may not materialise. Actual
outcomes and results may differ materially from those contemplated
by these forward looking statements as a result of uncertainties,
risks, and changes in circumstances, including but not limited to
risks and uncertainties related to: the ability of Glantus and
Bidco to consummate the Acquisition in a timely manner or at all;
the satisfaction (or waiver) of any conditions to the consummation
of the Acquisition, including with respect to the approval of
Glantus Shareholders and any required regulatory approvals;
potential delays in consummating the Acquisition; the ability of
Glantus and Bidco to timely and successfully achieve the
anticipated strategic benefits or opportunities expected as a
result of the Acquisition; the successful integration of Glantus
into the Basware Group subsequent to Completion and the timing of
such integration; the impact of changes in global, political,
economic, business, competitive, market and regulatory forces; the
occurrence of any event, change or other circumstance or condition
that could give rise to the termination of the Transaction
Agreement; adverse effects on the market price of Glantus'
securities and on the Glantus or the Basware Group's operating
results because of a failure to complete the Acquisition; and the
effect of the announcement or pendency of the Acquisition on the
Glantus or Basware business relationships, operating results and
business generally; and the costs related to the Acquisition.
These forward-looking statements involve known and unknown
risks, uncertainties and other factors which may cause the actual
results, performance or achievements of any such person, or
industry results, to be materially different from any results,
performance or achievements expressed or implied by such
forward-looking statements. These forward-looking statements are
based on numerous assumptions regarding the present and future
business strategies of such persons and the environment in which
each will operate in the future. You are cautioned not to place
undue reliance on these forward-looking statements, which speak
only as of the date hereof. All subsequent oral or written
forward-looking statements attributable to Bidco, Basware or
Glantus or any persons acting on their behalf are expressly
qualified in their entirety by the cautionary statement above.
Neither Bidco, the Basware Group nor Glantus undertake any
obligation to update publicly or revise forward-looking or other
statements contained in this Announcement, whether as a result of
new information, future events or otherwise, except to the extent
legally required.
Disclosure requirements of the Irish Takeover Rules
Under the provisions of Rule 8.3(a) of the Irish Takeover Rules,
any person who is 'interested' in 1% or more of any class of
'relevant securities' of the Company must make an 'opening position
disclosure' following the commencement of the 'offer period'. An
'opening position disclosure' must contain the details contained in
Rule 8.6(a) of the Irish Takeover Rules, including, among other
things, details of the person's 'interests' and 'short positions'
in any 'relevant securities' of the Company. An 'opening position
disclosure' by a person to whom Rule 8.3(a) applies must be made by
no later than 3:30 p.m. (GMT+1) on the day falling ten 'business
days' following the commencement of the 'offer period'. Relevant
persons who deal in any 'relevant securities' prior to the deadline
for making an 'opening position disclosure' must instead make a
'dealing' disclosure as described below.
Under the provisions of Rule 8.3(b) of the Irish Takeover Rules,
if any person is, or becomes, 'interested' in 1% or more of any
class of 'relevant securities' of the Company, that person must
publicly disclose all 'dealings' in any 'relevant securities' of
the Company during the 'offer period', by not later than 3:30 p.m.
(GMT+1) on the 'business day' following the date of the relevant
transaction.
If two or more persons co-operate on the basis of any agreement
either express or tacit, either oral or written, to acquire an
'interest' in 'relevant securities' of the Company or any
securities exchange offeror, they will be deemed to be a single
person for the purpose of Rule 8.3 of the Irish Takeover Rules.
In addition, any offeror must make an 'opening position
disclosure' by no later 12:00 noon (GMT+1) on the date falling ten
'business days' following the commencement of the 'offer period' or
the announcement that first identifies a securities exchange
offeror, as applicable, and disclose details of any 'dealings' by
it or any person 'acting in concert' with it in 'relevant
securities' during the 'offer period', by no later than 12:00 noon
(GMT+1) on the business day following the date of the transaction
(see Irish Takeover Rules 8.1, 8.2 and 8.4).
A disclosure table, giving details of the companies in whose
'relevant securities' 'dealings' should be disclosed, can be found
on the Irish Takeover Panel's website at
www.irishtakeoverpanel.ie.
'Interests in securities' arise, in summary, when a person has
long economic exposure, whether conditional or absolute, to changes
in the price of securities. In particular, a person will be treated
as having an 'interest' by virtue of the ownership or control of
securities, or by virtue of any option in respect of, or derivative
referenced to, securities.
Terms in quotation marks are defined in the Irish Takeover
Rules, which can also be found on the Irish Takeover Panel's
website. If you are in any doubt as to whether or not you are
required to disclose a dealing under Rule 8, please consult the
Irish Takeover Panel's website at www.irishtakeoverpanel.ie or
contact the Irish Takeover Panel on telephone number +353 1 678
9020.
No profit forecast, estimate or asset valuations
No statement in this Announcement is intended as a profit
forecast or estimate for any period and no statement in this
Announcement should be interpreted to mean that earnings or
earnings per share for Bidco, Basware or Glantus respectively for
the current or future financial years would necessarily match or
exceed the historical published earnings or earnings per share for
Bidco, Basware or Glantus respectively. No statement in this
Announcement constitutes an asset valuation.
Right to switch to a Takeover Offer
Bidco reserves the right to elect, subject to the terms of the
Transaction Agreement, compliance with the Irish Takeover Rules and
with the consent of the Irish Takeover Panel, to implement the
Acquisition by way of a Takeover Offer for the entire issued and to
be issued share capital of Glantus as an alternative to the Scheme.
In such an event, the Takeover Offer will be implemented on the
same terms (subject to appropriate amendments), so far as
applicable, as those which would apply to the Scheme and subject to
the amendments referred to in Appendix I to this Announcement and
in the Transaction Agreement.
Publication on website
Pursuant to Rule 26.1 of the Irish Takeover Rules, this
Announcement will be made available on Basware's website
(https://www.basware.com) and on Glantus' website
(https://www.glantus.com) by no later than 12:00 noon (GMT+1) on
the Business Day following this Announcement.
Neither the content of any such website nor the content of any
other website accessible from hyperlinks on such website is
incorporated into, or forms part of, this Announcement.
Requesting hard copy information
Any Glantus Shareholder may request a copy of this Announcement
in hard copy form by writing to Glantus (Attn: Paula Nolan, Company
Secretary, Glantus Holdings plc, Marina House, Block V, Eastpoint
Business Park, Dublin, D03 AX24, Ireland) or Bidco, (Attn: Genesis
Bidco Limited, 10 Earlsfort Terrace, Dublin 2, D02 T380). Any
written requests must include the identity of the Glantus
Shareholder and any hard copy documents will be posted to the
address of the Glantus Shareholder provided in the written request.
If you have received this Announcement in electronic form, a hard
copy of this Announcement will not be provided unless such a
request is made.
Rounding
Certain figures included in this Announcement have been
subjected to rounding adjustments. Accordingly, figures shown for
the same category presented in different tables may vary slightly
and figures shown as totals in certain tables may not be an
arithmetic aggregation of the figures that precede them.
The aggregate amount payable to each Glantus Shareholder in
accordance with the Acquisition shall be rounded down to the
nearest whole pence value.
General
The laws of certain jurisdictions may affect the availability of
the Acquisition to persons who are not resident in Ireland or the
United Kingdom. Persons who are not resident in Ireland or the
United Kingdom, or who are subject to laws of any jurisdiction
other than Ireland or the United Kingdom, should inform themselves
about, and observe, any applicable legal or regulatory
requirements. Any failure to comply with any applicable legal or
regulatory requirements may constitute a violation of the laws
and/or regulations of any such jurisdiction. To the fullest extent
permitted by applicable law, the companies and persons involved in
the Acquisition disclaim any responsibility and liability for the
violation of such restrictions by any person.
This Announcement has been prepared for the purpose of complying
with the Laws of Ireland and the Irish Takeover Rules and the
information disclosed may not be the same as that which would have
been disclosed if this Announcement had been prepared in accordance
with the Laws of jurisdictions outside of Ireland. Unless otherwise
determined by Basware and Bidco or required by the Irish Takeover
Rules, and permitted by applicable Law and regulation, the
Acquisition will not be made available directly or indirectly, in,
into or from any Restricted Jurisdiction and no person may vote in
favour of the Acquisition by any use, means, instrumentality or
facilities from within a Restricted Jurisdiction or any other
jurisdiction if to do so would constitute a violation of the Laws
of that jurisdiction.
The release, publication or distribution of this Announcement in
or into certain jurisdictions may be restricted by the laws of
those jurisdictions. Accordingly, copies of this Announcement and
all other documents relating to the Acquisition are not being, and
must not be, released, published, mailed or otherwise forwarded,
distributed or sent in, into or from any Restricted Jurisdiction.
Persons receiving such documents (including, without limitation,
nominees, trustees and custodians) should observe these
restrictions. Failure to do so may constitute a violation of the
securities laws of any such jurisdiction. To the fullest extent
permitted by applicable law, Bidco, Basware and Glantus disclaim
any responsibility or liability for the violations of any such
restrictions by any person.
APPIX I
CONDITIONS AND CERTAIN FURTHER TERMS OF THE ACQUISITION AND THE
SCHEME
The Acquisition and the Scheme will comply with the Irish
Takeover Rules, the Act and, where relevant, the AIM Rules and will
be subject to the terms and conditions set out in this Announcement
and to be set out in the Scheme Document.
The Acquisition and the Scheme are governed by the Laws of
Ireland and will be subject to the exclusive jurisdiction of the
courts of Ireland.
Terms defined in Appendix II shall have the same meaning where
used in this Appendix I.
Conditions to the Acquisition and the Scheme
The Acquisition and the Scheme will be subject to the following
conditions:
1. The Acquisition will be conditional upon the Scheme becoming
Effective and unconditional by not later than the End Date (or such
earlier date as may be specified by the Irish Takeover Panel, or
such later date as Glantus and Bidco may, with the consent of the
Irish Takeover Panel (if required), agree and (if required) the
High Court may allow).
2. The Scheme will be conditional upon:
2.1 a quorum of at least two (2) persons holding, or
representing by proxy, at least one-third in nominal value of the
Glantus Shares in issue being satisfied at the Scheme Meeting;
2.2 the approval of the Scheme Meeting Resolution by Glantus
Shareholders at the Scheme Meeting (or any adjournment of such
meeting) who represent at least three-fourths (75%) in value of the
Glantus Shares held by such Glantus Shareholders at the Voting
Record Time who are present and voting either in person or by proxy
or in any other manner permitted by the High Court or by law at the
Scheme Meeting held no later than the End Date;
2.3 the EGM Resolutions being duly passed by the requisite
majority of Glantus Shareholders at the EGM (or any adjournment of
such meeting) held no later than the End Date;
2.4 the sanction by the High Court (with or without material
modification), but subject to any such modification being
acceptable to each of Bidco and Glantus, of the Scheme pursuant to
Chapter 1 of Part 9 of the Act by no later than the End Date (the
date on which the condition in this paragraph 2.3 is satisfied, the
"Sanction Date"); and
2.5 delivery of a copy of the Court Order to the Registrar of Companies.
3. Bidco and Glantus have agreed that, subject to paragraphs 4
and 5 of this Appendix I, the Acquisition will also be conditional
upon the following matters having been satisfied or waived on or
before the Sanction Date:
General Regulatory and Anti-Trust / Competition
3.1 The Scheme will be conditional upon:
(a) to the extent that the Acquisition constitutes a
concentration within the scope of Council Regulation (EC) No.
139/2004 (the "EC Merger Regulation") or otherwise constitutes a
concentration that is subject to the EC Merger Regulation, the
European Commission having decided to allow closing of the
Acquisition; and
(b) to the extent that all or part of the Acquisition is
referred by the European Commission to the relevant Governmental
Body of one or more member countries of the European Economic Area,
such relevant Governmental Body(ies)(in the case of a partial
referral in conjunction with a final decision of the European
Commission) having issued a final decision or decisions which
satisfies (or together satisfy) Condition 3.1(a) above (that clause
being interpreted mutandis mutatis);
3.2 all required Clearances of any Governmental Body having been
obtained and remaining in full force and effect and all applicable
waiting periods having expired, lapsed or been terminated (as
appropriate), in each case in connection with the Acquisition,
under any applicable Antitrust Laws;
3.3 no (i) Law, (ii) injunction, restraint or prohibition by any
court of competent jurisdiction; or (iii) injunction, order,
prohibition under any Antitrust Law or Antitrust Order by any
Governmental Body shall have been enacted or entered and shall
continue to be in effect which would or would reasonably be
expected to (in any case to an extent or in a manner which is
material in the context of, and adverse to, the Acquisition):
(a) make the Acquisition or its implementation, or the
acquisition or proposed acquisition by Bidco or any member of the
Basware Group of any shares or other securities in, or control or
management of, Glantus, or any of the material assets of Glantus,
void, illegal or unenforceable or otherwise, directly or
indirectly, materially restrain, revoke, prohibit, materially
restrict or delay the same or impose materially additional or
different conditions or obligations with respect thereto which
would, individually or in the aggregate, have or reasonably be
expected to have a material adverse effect on Bidco, Basware and/or
any member of the Basware Group or the Glantus Group, in each case
taken as a whole;
(b) result in a material delay in the ability of Bidco or any
member of the Basware Group or render Bidco or any member of the
Basware Group unable to acquire some or all of the Glantus Shares
or result in or affect any divestiture of, or requirement to hold
separate (including by establishing a trust or otherwise), or agree
to restrict in any material respect its ownership or operation of,
any material portion of the business or assets of Glantus, or to
enter into any material adverse settlement or consent decree, or
agree to any material adverse undertaking, with respect to any
material portion of the business or assets of Glantus;
(c) impose any limitation on or result in a material delay in
the ability of Bidco or any member of the Basware Group to acquire,
or to hold or to exercise effectively, directly or indirectly, all
or any rights of ownership of shares, Glantus Shares, (or the
equivalent) in, or to exercise voting or management control over,
Glantus or any material member of the Glantus Group or on the
ability of any member of the Glantus Group to hold or exercise
effectively, directly or indirectly, rights of ownership of shares
(or the equivalent) in, or to exercise rights of voting or
management control over, any material member of the Glantus
Group;
(d) require any member of the Basware Group or any material
member of the Glantus Group to sell, divest, hold separate, or
otherwise dispose of all or any material part of their respective
businesses, operations, product lines or assets or property or to
prevent or materially delay any of the above;
(e) require the divestiture by any member of the Bidco Group or
the Basware Group or by any material member of the Glantus Group of
all or any material part of their respective businesses, assets or
property or impose any material limitation on the ability of all or
any of them to conduct their respective businesses (or any part
thereof) or to own, control or manage any of their material assets
or material properties (or any part thereof);
(f) require any member of the Basware Group or any member of the
Glantus Group to acquire or offer to acquire any shares or other
securities (or the equivalent) in, or any interest in any asset
owned by, any member of the Glantus Group or owned by any third
party where the cost of doing so would be material in value terms
in the context of the Glantus Group taken as a whole;
(g) require, prevent or delay any divestiture, by any member of
the Basware Group of any Glantus Shares or any other securities (or
the equivalent) in Glantus;
(h) except where the consequences thereof would not be material
(in value terms or otherwise) in the context of the Glantus Group
taken as a whole, impose any limitation on the ability of Bidco or
any member of the Basware Group to integrate or co-ordinate its
business, or any part of it, with the businesses of any member of
the Glantus Group;
(i) result in any material member of the Glantus Group ceasing
to be able to carry on business in any jurisdiction in which it
currently operates;
(j) require any member of the Glantus Group to relinquish,
terminate or amend in any material way any material contract to
which any member of the Glantus Group or the Basware Group is a
party;
(k) cause any member of the Glantus Group to cease to be
entitled to any material authorisation, order, recognition, grant,
consent, clearance, confirmation, licence, permission or approval
used by it in the carrying on of its business in any jurisdiction
in which it currently operates; or
(l) otherwise adversely affect the business, operations,
profits, assets, liabilities, financial or trading position of any
material member of the Glantus Group;
Anti-corruption and sanctions
3.4 except as Disclosed, Bidco not having discovered, and in
each case to an extent which is material in the context of the
Wider Glantus Group as a whole that:
(a) Glantus or any of its subsidiary undertakings (or former
subsidiary undertakings while part of the Wider Glantus Group), any
past or present director, officer or employee of each member of the
Wider Glantus Group or any person that performs or has performed
services for or on behalf of any such company is or has at any time
whilst performing such services, engaged in any activity, practice
or conduct (or omitted to take any action) in contravention of the
UK Bribery Act 2010 or the US Foreign Corrupt Practices Act of
1977, as amended or any other applicable anti-corruption
legislation;
(b) Glantus or any of its Subsidiaries (or former Subsidiaries
while part of the Wider Glantus Group), any past or present
director, officer or employee of each member of the Wider Glantus
Group is or any person that performs or has performed services for
or on behalf of any such company has at any time whilst performing
such services, engaged in any activity or business with, or made
any investments in, or made any funds or assets available to or
received any funds or assets from (A) any government, entity or
individual in respect of which US, UK or European Union persons, or
persons operating in those territories, are prohibited from
engaging in activities or doing business, or from receiving or
making available funds or economic resources, by US, UK or European
Union or other applicable laws or regulations, including the
economic sanctions administered by the United States Office of
Foreign Assets Control, or HM Treasury: or (B) any government,
entity or individual targeted by any of the economic sanctions of
the United Nations, the United States, the United Kingdom, the
European Union or any of its member states or any other applicable
jurisdiction other than in respect of business or activities that
are not prohibited by any such sanctions; or
(c) a member of the Wider Glantus Group has engaged in a
transaction which would cause any member of the Wider Basware Group
to be in breach of any applicable anti-corruption, anti-bribery,
sanctions or anti-money laundering law or regulation on completion
of the Acquisition, including the economic sanctions administered
by the United States Office of Foreign Assets Control or HM
Treasury or any government, entity or individual targeted by any of
the economic sanctions of the United Nations, the United States,
the United Kingdom or the European Union or any of its member
states;
No criminal property
3.5 except as Disclosed, Bidco not having discovered that any
asset of any member of the Wider Glantus Group constitutes criminal
property as defined by section 340(3) of the Proceeds of Crime Act
2002 (but disregarding paragraph (b) of that definition);
Termination of the Transaction Agreement
3.6 the Transaction Agreement not having been terminated as a
consequence of any of the following events having occurred (such
events (including that set out in the Condition in paragraph 3.7
below) being the events set out in the Transaction Agreement
following the occurrence of which the Transaction Agreement may be
terminated in accordance with its terms):
(a) if the Acquisition is implemented by way of a Scheme, by
either Glantus or Bidco if the Scheme Meeting or the EGM have been
completed and either the Scheme or the EGM Resolutions, as
applicable, have not been approved by the requisite majorities of
Glantus Shareholders;
(b) by either Glantus or Bidco if the Effective Time has not
occurred by 5.00pm (GMT+1) on the End Date, provided that the right
to terminate the Transaction Agreement shall not be available to a
party whose breach of any provision of the Transaction Agreement
has been the primary cause of the failure of the Effective Time to
have occurred by such time;
(c) if the Acquisition is implemented by way of a Scheme, by
either Glantus or Bidco if the High Court declines or refuses to
sanction the Scheme, unless Glantus and Bidco agree within 30 days
of such decision that the decision of the High Court will be
appealed;
(d) by either Glantus or Bidco if an injunction has been entered
permanently restraining, enjoining or otherwise prohibiting the
consummation of the Acquisition and such injunction has become
final and non-appealable (provided that the right to terminate the
Transaction Agreement will not be available to a Party whose breach
of any provision of the Transaction Agreement has been the primary
cause of such injunction);
(e) by Glantus, if Bidco has breached or failed to perform in
any material respect any of their covenants or other agreements
contained in the Transaction Agreement or any of their
representations or warranties set forth in the Transaction
Agreement having been inaccurate, which material breach, failure to
perform or inaccuracy (a) would result in a failure of any
Conditions; and (b) which is not reasonably capable of being cured
by the End Date or, if curable, Glantus has given Bidco written
notice, delivered at least 30 days prior to such termination,
stating Glantus' intention to terminate the Transaction Agreement
and the basis for such termination and such breach, failure to
perform or inaccuracy has not been cured within 30 days following
the delivery of such written notice or, if earlier, by the End
Date;
(f) by Bidco, if Glantus has breached or failed to perform in
any material respect any of its covenants or other agreements
contained in the Transaction Agreement or any of its
representations or warranties set forth in the Transaction
Agreement having been inaccurate, which material breach, failure to
perform or inaccuracy (a) would result in a failure of any
Conditions; and (b) which is not reasonably capable of being cured
by the End Date or, if curable, Bidco has given Glantus written
notice, delivered at least 30 days prior to such termination,
stating Bidco's intention to terminate the Transaction Agreement
and the basis for such termination and such breach, failure to
perform or inaccuracy has not been cured within 30 days following
the delivery of such written notice or, if earlier, by the End
Date;
(g) by Bidco, in the event that a Glantus Change of
Recommendation has occurred or the Glantus Board having withdrawn
(or modifying in any manner adverse to Bidco) or proposing publicly
to withdraw (or modifying in any manner adverse to Bidco) the
Scheme Recommendation; or
(h) by Glantus upon written notice at any time following
delivery of a Final Recommendation Change Notice in accordance with
the terms of the Transaction Agreement;
3.7 the Transaction Agreement not having been terminated by the
mutual written consent of Glantus and Bidco, subject to the consent
of the Irish Takeover Panel (if required);
Certain matters arising as a result of any arrangement,
agreement, etc.
3.8 except as Disclosed, there being no provision of any
arrangement, agreement, licence, permit, authorisation, franchise,
facility, lease or other instrument to which any member of the
Glantus Group is a party or by or to which any such member or any
of its respective assets may be bound, entitled or subject and
which, in consequence of the Acquisition or the proposed
acquisition by any member of the Basware Group of any Glantus
Shares or other securities (or the equivalent) in or control of
Glantus or any member of the Glantus Group or because of a change
in the control or management of any member of the Glantus Group or
otherwise, would or would be reasonably expected to result in any
one of the following (in any such case to an extent which is
material in value terms in the context of the Wider Glantus Group
taken as a whole):
(a) any monies borrowed by, or any other Indebtedness or
liability (actual or contingent) of, or any grant available to any
member of the Glantus Group becoming payable, or becoming capable
of being declared repayable, immediately or prior to their or its
stated maturity, or the ability of any such member to borrow monies
or incur any Indebtedness being or becoming capable of being
withdrawn or inhibited;
(b) the creation, save in the ordinary course of business, or
enforcement of any mortgage, charge or other security interest
wherever existing or having arisen over the whole or any material
part of the business, property or assets of any member of the
Glantus Group or any such mortgage, charge or other security
interest becoming enforceable;
(c) the rights, liabilities, obligations, interests or business
of any member of the Glantus Group under any such arrangement,
agreement, licence, permit, authorisation, franchise, facility,
lease or other instrument or the rights, liabilities, obligations
or interests or business of any member of the Glantus Group in or
with any other firm or company or body or person (or any
agreement/arrangement or arrangements relating to any such business
or interests) being terminated or adversely modified or affected or
any onerous obligation or liability arising or any adverse action
being taken thereunder;
(d) any material assets or interests of, or any asset the use of
which is enjoyed by, any member of the Glantus Group being or
falling to be disposed of or charged or ceasing to be available to
any member of the Glantus Group or any right arising under which
any such asset or interest would be required to be disposed of or
charged or would cease to be available to any member of the Glantus
Group otherwise than in the ordinary course of business;
(e) any material member of the Glantus Group ceasing to be able
to carry on business in any jurisdiction in which it currently
operates;
(f) the value of, or the financial or trading position of any
member of the Glantus Group being prejudiced or adversely
affected;
(g) the creation or acceleration of any liability or liabilities
(actual or contingent) by any member of the Glantus Group, other
than the creation of trade creditors or other liabilities incurred
in the ordinary course of business; or
(h) any material liability of any member of the Glantus Group
arising in respect of any severance, termination, bonus or other
payment to any of the directors or other officers unless, if any
such provision exists, such provision shall have been waived,
modified or amended on terms reasonably satisfactory to Bidco;
Certain events occurring after the date of this Announcement
3.9 except as Disclosed, and save as permitted in accordance
with the terms of the Transaction Agreement, no member of the
Glantus Group having since 31 December 2022:
(a) save as between Glantus and wholly-owned Subsidiaries of
Glantus or between such wholly-owned Subsidiaries, issued, granted,
conferred, or awarded or agreed to issue, grant, confer or award or
authorised or proposed the issue of additional shares of any class,
or any rights or securities convertible into or exchangeable for
shares, or rights, warrants or options to subscribe for or acquire
any such shares, securities or convertible securities;
(b) recommended, announced, declared, paid or made or proposed
to recommend, announce, declare, pay or make any bonus issue,
dividend or other distribution (whether in cash or otherwise) other
than to Glantus or one of its wholly-owned subsidiaries;
(c) save for the Acquisition and transactions between Glantus
and its wholly-owned Subsidiaries or between such wholly-owned
Subsidiaries, merged with or demerged or acquired any body
corporate, partnership or business or acquired or disposed of, or
transferred, mortgaged or charged or created any security interest
over, any material assets or any right, title or interest in any
material asset (including shares and trade investments) or
authorised, proposed or announced any intention to do so in each
case which is material in the context of the Glantus Group taken as
a whole;
(d) save as between Glantus and its wholly-owned Subsidiaries or
between such wholly-owned Subsidiaries, made, authorised, proposed
or announced an intention to propose any change in its loan capital
other than in the ordinary and usual course of carrying out its
current banking activities and to the extent which is material in
the context of the Glantus Group taken as a whole;
(e) save in the ordinary course of business and save for intra
Glantus Group transactions, issued, authorised or proposed the
issue of any loan capital or debentures, or (save as between
Glantus and its wholly-owned Subsidiaries or between such
wholly-owned Subsidiaries) incurred or increased any Indebtedness
over and above existing facilities currently available to the
Glantus Group and/or any member of the Glantus Group, in any such
case otherwise than in a manner which is materially consistent with
the business of the Glantus Group being conducted in the ordinary
and usual course;
(f) entered into or varied or announced its intention to enter
into or vary any contract, transaction, arrangement or commitment
(whether in respect of capital expenditure or otherwise) (otherwise
than in the ordinary and usual course of business) which is of a
long term, unusual or onerous nature, or magnitude which is, in any
such case, material in the context of the Glantus Group taken as a
whole or which would be materially restrictive on the business of
any material member of the Glantus Group or the Basware Group;
(g) except in the ordinary and usual course of business, entered
into or materially improved the terms of, or made any offer (which
remains open for acceptance) to enter into or materially improve
the terms of, any employment contract, commitment or terms of
appointment with any Glantus Director or any person occupying one
of the senior executive positions in the Glantus Group;
(h) except in the ordinary and usual course of business,
proposed, agreed to provide or modified the terms of any share
option scheme, incentive scheme, or other benefit relating to the
employment or termination of employment of any employee of the
Glantus Group, which in any such case would be material in the
context of the incentive schemes operated by the Glantus Group;
(i) made, agreed or consented to any significant change to the
terms of the trust deeds (including the termination or partial
termination of the trusts) constituting the pension schemes
established for its directors, employees or their dependants or the
benefits which accrue, or to the pensions which are payable,
thereunder, or to the basis on which qualification for, or accrual
or entitlement to, such benefits or pensions are calculated or
determined or to the basis on which the liabilities (including
pensions) of such pension schemes are funded or made, or agreed or
consented to any change to the trustees involving the appointment
of a trust corporation, or causing any employee of the Glantus
Group to cease to be a member of any pension scheme by withdrawing
as a participating employer in such pension scheme, or unlawfully
terminating the employment of any active member of a pension
scheme, or making any employee member of the Glantus Group
redundant, or exercising any discretion under the provisions
governing such pension scheme, which in any such case would be
material in the context of the pension schemes operated by Glantus
Group;
(j) save as between Glantus and wholly-owned Subsidiaries of
Glantus, purchased, redeemed or repaid or proposed the purchase,
redemption or repayment of any of its own shares or other
securities or reduced or, save in respect of the matters mentioned
in sub-paragraph 3.9(a) above, made any other change to any part of
its share capital to an extent which (other than in the case of
Glantus) is material in the context of the Glantus Group taken as a
whole;
(k) waived or compromised any claim otherwise than in the
ordinary and usual course of business which is material in the
context of the Glantus Group taken as a whole;
(l) save for voluntary solvent liquidations, taken or proposed
any corporate action or had any legal proceedings instituted or
threatened against it in respect of its winding-up, dissolution,
examination or reorganisation or for the appointment of a receiver,
examiner, administrator, administrative receiver, trustee or
similar officer of all or any part of its assets or revenues, or
(A) having been the subject of any analogous proceedings in any
jurisdiction, or (B) appointed any analogous person in any
jurisdiction (except, in each case, where the consequences thereof
would not be material (in value terms or otherwise) in the context
of the Glantus Group taken as a whole);
(m) altered the provisions of the memorandum and articles of
association of any member of the Glantus Group the effect of which
is material in the context of the Glantus Group taken as a whole;
or
(n) been unable, or admitted in writing that it is unable, to
pay its debts or having stopped or suspended (or threatened to stop
or suspend) payment of its debts generally or ceased or threatened
to cease carrying on all or a substantial part of its business
which is material in the context of the Glantus Group taken as a
whole;
No Adverse Change, Litigation, Regulatory or Similar
Proceedings
3.10 except as Disclosed, since 31 December 2022:
(a) no adverse change or deterioration having occurred in the
business, financial or trading position, or profits of any member
of the Glantus Group which is material to the Glantus Group taken
as a whole and which has not arisen wholly or in all material
respects as a result of the proposed Acquisition;
(b) no litigation, arbitration proceedings, prosecution or other
legal proceedings having been threatened, announced, implemented or
instituted by or against or remaining outstanding against or in
respect of any member of the Glantus Group or to which any member
of the Glantus Group is or may become a party (whether as plaintiff
or defendant or otherwise) and no enquiry or investigation by (or
complaint or reference to) any relevant authority against or in
respect of any member of the Glantus Group having been threatened,
announced or instituted or remaining outstanding which, in any such
case, might be reasonably likely to adversely affect any member of
the Glantus Group to an extent which is material to the Glantus
Group taken as a whole;
(c) no contingent or other liability having arisen or being
likely to arise or having become apparent to Bidco or Basware which
is or would be likely to adversely affect the business, assets,
financial or trading position or profits or prospects of any member
of the Glantus Group to an extent which is material to the Glantus
Group taken as a whole;
(d) no steps having been taken and no omissions having been made
which are likely to result in the withdrawal, cancellation,
termination or modification of any material licence, consent,
permit or authorisation held by any member of the Glantus Group
which is necessary for the proper carrying on of its business and
the withdrawal, cancellation, termination or modification of which
is material and likely to adversely affect the Glantus Group taken
as a whole;
(e) Bidco not having discovered that any financial, business or
other information concerning the Glantus Group, that is material in
the context of the Glantus Group as a whole and has been disclosed
publicly, is misleading or contains any misrepresentation of fact
or omits to state a fact necessary to make that information not
misleading and, in each case, such disclosure is likely to
materially adversely affect the Glantus Group taken as a whole;
(f) no member of the Glantus Group having conducted its business
in breach of applicable laws or regulations in a manner which is
material in the context of the Glantus Group taken as a whole;
and
(g) no Governmental Body has proposed, enacted or made any
statute, instrument, regulation or rule or given any ruling or
judgment which would materially adversely affect the business,
operations, assets, financial or trading position or profits or
prospects of the Glantus Group; and
No Change in Indebtedness; No Default
3.11 the aggregate outstanding Indebtedness of Glantus and its
wholly-owned Subsidiaries is not greater than the total amount
available to the Glantus Group under its existing available
facilities; and, save as Disclosed, no member of the Glantus Group
being in default under the terms or conditions of any facility or
agreement or arrangement for the provision of loans, credit or
drawdown facilities, or of any security, surety or guarantee in
respect of any facility or agreement or arrangement for the
provision of loans, credit or drawdown facilities to any member of
the Glantus Group (save where such default is not or would not be
material (in value terms or otherwise) in the context of the
Glantus Group taken as a whole); or
3.12 no options have been granted and remain unexercised under
the Glantus Share Plan other than those Disclosed.
Waiver and Invocation of the Conditions
4. Subject to the requirements of the Irish Takeover Panel,
Bidco reserves the right (but shall be under no obligation) to
waive (to the extent permitted by applicable Law), in whole or in
part, all or any of the Conditions in paragraph 3.
Implementation by way of Takeover Offer
5. Bidco reserves the right, subject to the prior written
approval of the Irish Takeover Panel, to effect the Acquisition by
way of a Takeover Offer in the circumstances described in and
subject to the terms of clause 3.6 of the Transaction Agreement.
Without limiting clause 3.6 of the Transaction Agreement, in such
event, such offer will be implemented on terms and conditions that
are at least as favourable to the Glantus Shareholders (except for
an acceptance condition set at 80% of the nominal value of the
Glantus Shares to which such an offer relates and which are not
already in the beneficial ownership of Bidco so far as applicable
which may be waived down to 50% plus one Glantus Share) as those
which would apply in relation to the Scheme.
Certain further terms of the Acquisition
6. If Bidco is required to make an offer for Glantus Shares
under the provisions of Rule 9 of the Irish Takeover Rules, Bidco
may make such alterations to any of the conditions set out in
paragraphs 1, 2 and 3 above as are necessary to comply with the
provisions of that Rule.
7. As required by Rule 12(b)(i) of the Irish Takeover Rules, to
the extent that the Acquisition would give rise to a concentration
with a community dimension within the scope of the EU Merger
Regulation, the Scheme shall, except as otherwise approved by the
Irish Takeover Panel, lapse if the European Commission initiates
proceedings in respect of that concentration under Article 6(1)(c)
of the EU Merger Regulation or refers the concentration to a
competent authority of an EEA member state under Article 9(1) of
the EU Merger Regulation prior to the date of the Scheme
Meeting.
8. Bidco and Basware reserve the right for one or more
Subsidiaries of Bidco or another company owned by Basware from time
to time to implement the Acquisition with the prior written
approval of the Irish Takeover Panel.
9. Any references in the Conditions to a Condition being
"satisfied" upon receipt of any order, clearance, approval or
consent from a Governmental Body shall be construed as meaning that
the foregoing have been obtained, or where appropriate, made,
terminated or expired in accordance with the relevant
Condition.
10. This Announcement and any rights or liabilities arising
hereunder, the Acquisition and the Scheme will be governed by Irish
law and be subject to the jurisdiction of the Irish courts.
APPIX II
DEFINITIONS
The following definitions apply throughout this Announcement
unless the context otherwise requires:
"Acquisition" means the proposed acquisition by Bidco of the
Glantus Scheme Shares by means of the Scheme or a Takeover Offer
(and any such Scheme or Takeover Offer as it may be revised,
amended or extended from time to time) including the payment by
Bidco of the Consideration under the Scheme or such Takeover Offer,
as described in this Announcement and provided for in the
Transaction Agreement;
"Act" means the Companies Act 2014;
"Acting in Concert" has the meaning given to the term "acting in
concert" in the Irish Takeover Rules;
"AIM" means the Alternative Investment Market of the London
Stock Exchange;
"AIM Rules" means the AIM Rules for Companies published by
London Stock Exchange plc as in force from time to time;
"Announcement" means this announcement, made in accordance with
Rule 2.7 of the Irish Takeover Rules, dated 14 August 2023
including its summary and appendices;
"Antitrust Law" means any federal, state or foreign Law designed
to prohibit, restrict or regulate actions for the purpose or effect
of monopolisation or restraint of trade;
"Antitrust Order" means any legislative, administrative or
judicial action, decree, judgment, injunction, decision or other
order (whether temporary, preliminary or permanent) that restricts,
prevents or prohibits the consummation of the Acquisition or any
other transactions contemplated by the Transaction Agreement under
any Antitrust Law;
"Basware" means Basware Oy, a limited company incorporated under
the laws of Finland with EUID Number FIFPRO.0592542-4 and having
its street address at Linnoitustie 2, Cello-Rakennus, PL 97 Espoo,
Finland 02601;
"Basware Directors" means Dean Jacobson, Jason Kurtz, William
Brennan, Gordon MacNeill and Maurice Hernandez, being the members
of the board of Basware;
"Basware Group" means Basware, all of its Subsidiaries
(including, for the avoidance of doubt, Bidco) and Holding
Companies and any other Subsidiary of any such Holding Company from
time to time;
"Bidco" means Genesis Bidco Limited, a private company limited
by shares incorporated in Ireland with registered number 740390,
having its registered office at Ten Earlsfort Terrace, Dublin 2,
D02 T380;
"Bidco Directors" means Jason Kurtz, Martti Nurminen and Gordon
MacNeill, being the members of the board of Bidco;
"Bidco Group" means Bidco, all of its Subsidiaries and Holding
Companies and any other Subsidiary of any such Holding Company from
time to time;
"Business Day" means any day, other than a Saturday, Sunday or
public holiday in Dublin, Finland or London;
"Clearances" means all consents, clearances, approvals,
permissions, licenses, variances, exemptions, authorizations,
acknowledgements, permits, nonactions, orders and waivers to be
obtained from, and all registrations, applications, notices and
filings to be made with or provided to, any Governmental Body in
connection with the implementation of the Scheme or the
Acquisition;
"Closing Price" means the closing price for a Glantus Share at
the close of business on the day to which the price relates,
derived from Bloomberg that day;
"Concert Parties" means in relation to any Party, such persons
as are deemed or presumed to be Acting in Concert with that Party
pursuant to Rule 3.3 of Part A of the Irish Takeover Rules and such
persons as are Acting in Concert with that Party and "Concert
Party" means any one of them;
"Conditions" means the conditions to the Scheme and the
Acquisition set out in Appendix I to this Announcement and
"Condition" means any one of the Conditions;
"Consideration" means cash consideration of GBP0.3342 per
Glantus Share;
"Constitution" means the constitution of Glantus as in effect
from time to time;
"Court Order" means the order or orders of the High Court
sanctioning the Scheme under Chapter 1, Part 9 of the Act;
"Disclosed" means the information disclosed by or on behalf of
Glantus:
(a) in the Glantus Public Reports;
(b) in any other announcement to a Regulatory Information
Service prior to the publication of this Announcement;
(c) in this Announcement;
(d) in the virtual data room hosted by Qualtrix in connection
with the Acquisition on or prior to the date of the Rule 2.7
Announcement; or
(e) as otherwise fairly disclosed in writing by or on behalf of
Glantus to Basware (or its officers, employees, agents or advisers
(in their capacity as such)) prior to the date of this
Announcement;
"EBITDA" means earnings before interest, tax, depreciation and
amortisation;
"EEA" means the European Economic Area;
"Effective" means in the context of the Acquisition: (i) if the
Acquisition is implemented by way of a Scheme, the Scheme having
become effective in accordance with its terms, upon the delivery of
the Court Order to the Registrar of Companies; or (ii) if the
Acquisition is implemented by way of a Takeover Offer, the Takeover
Offer having been declared or become unconditional in all respects
in accordance with the provisions of the Takeover Offer Document
and the requirements of the Irish Takeover Rules;
"Effective Date" means the date on which the Acquisition becomes
Effective;
"Effective Time" means the time on the Effective Date at which
the Court Order is delivered to the Registrar of Companies or, as
the case may be, the Takeover Offer becomes or is declared
unconditional in all respects in accordance with the Takeover Offer
Documents and the requirements of the Irish Takeover Rules;
"EGM Resolutions" means the resolutions to be proposed at the
EGM for the purposes of approving and implementing the Scheme,
changes to the Constitution and such other matters as Glantus
reasonably determines to be necessary for the purposes of
implementing the Acquisition or, subject to the consent of Bidco
(which may not be unreasonably withheld, conditioned or delayed),
desirable for the purposes of implementing the Scheme;
"End Date" means 14 February 2025 or such later date as Bidco
and Glantus may, with the consent of the Irish Takeover Panel (if
required), agree and (if required) the High Court may allow;
"EU" means the European Union;
"EU Merger Regulation" means Council Regulation (EC) No.
139/2004;
"euro" or "EUR" means the lawful currency of Ireland;
"Expenses Reimbursement Agreement" means the expenses
reimbursement agreement dated 14 August 2023 between Basware, Bidco
and Glantus;
"Extraordinary General Meeting" or "EGM" means the extraordinary
general meeting of the Glantus Shareholders (and any adjournment
thereof) to be convened in connection with the Scheme, expected to
be convened as soon as the preceding Scheme Meeting shall have been
concluded or adjourned (it being understood that if the Scheme
Meeting is adjourned, the EGM shall be correspondingly
adjourned);
"FCA" means the Financial Conduct Authority of the United
Kingdom;
"Final Closing Date" has the meaning given to the term in the
Irish Takeover Rules;
"Final Recommendation Change Notice" has the meaning given to
the term in clause 5.2(e) of the Transaction Agreement;
"Glantus" or the "Company" means Glantus Holdings plc, a company
incorporated in Ireland with registered number 616225, having its
registered office at Marina House, Block V, Eastpoint Business
Park, Dublin, D03 AX24, Ireland;
"Glantus Alternative Proposal" means any bona fide enquiry,
approach, communication, expression of interest, proposal or bona
fide offer made by any person (which proposal or offer may be
subject to due diligence, definitive documentation or both and
other than a proposal or firm intention to make an offer under Rule
2.7 of the Irish Takeover Rules by Bidco (or any other wholly-owned
vehicle owned by Basware) or any of their respective Concert
Parties), in each case in any form, in respect of:
(a) the acquisition of Glantus by scheme of arrangement or takeover offer or otherwise;
(b) the direct or indirect acquisition by any person of 10% or
more of the assets, taken as a whole, of the Glantus Group,
measured by either book value or fair market value (including
equity securities of any member of the Glantus Group);
(c) a merger, reorganisation, share exchange, consolidation,
business combination, recapitalisation, dissolution, liquidation or
similar transaction involving Glantus as a result of which the
holders of Glantus Shares immediately prior to such transaction
would not, in the aggregate, own at least 30% of the voting power
of the surviving or resulting entity in such transaction
immediately after consummation of such transaction; or
(d) the direct or indirect acquisition by any person (or the
shareholders or stockholders of such person) of 10% or more of the
voting power or the issued share capital of Glantus, including any
offer or exchange offer that, if consummated, would result in any
person beneficially owning shares with 10% or more of the voting
power of Glantus;
"Glantus Board" means the board of directors of Glantus from
time to time and for the time being;
"Glantus Change of Recommendation" has the meaning given to that
term in clause 5.2(d)(ii) of the Transaction Agreement;
"Glantus Directors" means the members of the Glantus Board;
"Glantus Group" means Glantus and all of its Subsidiaries;
"Glantus Options" means any subsisting options granted under the
Glantus Share Plan;
"Glantus Public Reports" means the annual report and audited
financial statements of Glantus for the 12 months ended 31 December
2021, the unaudited statement of interim results of Glantus for the
six months ended 30 June 2022 and the annual report and audited
financial statements of Glantus for the 12 months ended 31 December
2022;
"Glantus Scheme Shares" means the Glantus Shares in issue at the
Scheme Record Time;
"Glantus Scheme Shareholders" means the holders of Glantus
Shares immediately prior to the Effective Time;
"Glantus Shareholders" means the holders of Glantus Shares;
"Glantus Shares" means the ordinary shares of EUR0.001 each in
the capital of Glantus;
"Glantus Share Plan" means the 2019 Share Option Scheme of the
Company adopted 10 April 2019 and amended on 5 May 2021;
"Glantus Superior Proposal" means a written bona fide Glantus
Alternative Proposal (where each reference to 10% set forth in the
definition of such term will be deemed to refer to 80%) but
provided that such Glantus Alternative Proposal may not be subject
to due diligence or definitive documentation (other than the
execution thereof) that the Glantus Board determines in good faith
(after consultation with Glantus' financial advisers and outside
legal counsel) is more favourable to Glantus Shareholders than the
Transaction, taking into account any revisions to the terms of the
Transaction proposed by Bidco in accordance with clause 5.2(e) of
the Transaction Agreement, the execution risk of such proposal as
compared with the Transaction, the likely ability of Glantus to
close and complete the transaction under the proposal as compared
with the Transaction, and such financial (including, where such
Glantus Alternative Proposal is not in respect of an acquisition of
the entire issued and outstanding share capital of Glantus, the
total proceeds and value that may be due to Glantus Shareholders),
regulatory, anti-trust, legal, structuring, timing and other
aspects of such proposal (including, for the avoidance of doubt,
the conditionality of any such proposal) as the Glantus Board
considers to be appropriate;
"Governmental Body" means any Irish, UK or other foreign
national or supranational, federal, state, local or other
governmental or regulatory authority, agency, commission, board,
body, bureau, arbitrator, arbitration panel, or other authority in
any jurisdiction, including courts and other judicial bodies, or
any competition, antitrust, foreign investment review or
supervisory body, central bank or other governmental, trade or
regulatory agency or body, securities exchange, stock exchange or
any self-regulatory body or authority, including any
instrumentality or entity designed to act for or on behalf of the
foregoing, in each case, in any jurisdiction (provided it has
jurisdiction over the applicable person or its activities or
property) and including any Tax Authority;
"High Court" means the High Court of Ireland;
"Holding Company" has the meaning given to the term "holding
undertaking" in Section 8 of the Act;
"Indebtedness" means any and all (a) indebtedness for borrowed
money, whether current or funded, secured or unsecured, including
that evidenced by notes, bonds, debentures or other similar
instruments (and including all outstanding principal, prepayment
premiums, if any, and accrued interest, fees and expenses related
thereto); (b) amounts owed with respect to drawn letters of credit;
(c) cash overdrafts or other debit balances at banks or other
financial institutions; (d) receivables sold or discounted, (e)
outstanding guarantees or counter-indemnities of obligations of the
type described in (a) through (d); (f) outstanding deferred
consideration; (g) warehoused tax debt arising as a result of the
Covid pandemic; (h) deal fees relating to the Acquisition; and (i)
amounts raised under any other transaction (including any forward
sale or purchase, sale and sale back or sale and leaseback
agreement) having the commercial effect of a borrowing;
"Ireland" means the island of Ireland, excluding Northern
Ireland, and the word Irish will be construed accordingly;
"Irish Takeover Panel" or "Panel" means the Irish Takeover Panel
established under the Takeover Panel Act;
"Irish Takeover Rules" means the Irish Takeover Panel Act 1997,
Takeover Rules, 2022;
"Irrecoverable VAT" means in relation to any person, any amount
in respect of VAT which that person (or a member of the same VAT
Group as that person) has incurred and in respect of which neither
that person nor any other member of the same VAT Group as that
person is entitled to a refund (by way of credit or repayment) from
any relevant Tax Authority;
"Law" means any applicable national, federal, state, local,
municipal, foreign, supranational or other law, statute,
constitution, principle of common law, resolution, ordinance, code,
agency requirement, licence, permit, edict, binding directive,
decree, rule, regulation, judgment, order, injunction, ruling or
requirement issued, enacted, adopted, promulgated, implemented or
otherwise put into effect by or under the authority of any
Governmental Body;
"Party" means each party to the Transaction Agreement;
"Possible Offer Announcement" means the announcement by Glantus
on 5 July 2023 in respect of the possible cash offer by Bidco for
Glantus;
"Registrar of Companies" means the Registrar of Companies in
Dublin, Ireland, as defined in Section 2 of the Act;
"Regulatory Information Service" means a regulatory information
service as defined in the Irish Takeover Rules;
"Resolutions" means collectively, the Scheme Meeting Resolution
and the EGM Resolutions, which will be set out in the Scheme
Document;
"Restricted Jurisdiction" means any jurisdiction where local
laws or regulations may result in a significant risk of civil,
regulatory or criminal exposure if information concerning the
Acquisition is sent or made available in that jurisdiction;
"Rothschild & Co" means N.M. Rothschild & Sons
Limited;
"Sanction Date" means the date of sanction of the Scheme under
Sections 449 to 455 of the Act by the High Court;
"Scheme" means the proposed scheme of arrangement under Chapter
1 of Part 9 of the Act to effect the acquisition by Bidco of the
Glantus Scheme Shares under the terms of the Transaction Agreement,
on the terms (including the Conditions) and for the Consideration
set out in this Announcement and on such other terms as the Parties
mutually agree in writing, including any revision of the scheme of
arrangement as may be so agreed between the Parties and, if
required, by the High Court;
"Scheme Document" means a document (including any amendments or
supplements thereto) to be distributed to Glantus Shareholders
which shall contain, amongst other things: (i) the Scheme; (ii) the
notice or notices of the Scheme Meeting and EGM; (iii) an
explanatory statement as required by Section 452 of the Act with
respect to the Scheme; (iv) such other information as may be
required or necessary pursuant to the Act, the Irish Takeover Rules
or the AIM Rules; and (v) such other information as Glantus and
Bidco shall agree;
"Scheme Meeting" means the meeting or meetings of the Glantus
Shareholders or, if applicable, any class or classes of Glantus
Shareholders (including as may be directed by the High Court under
Section 450(5) of the Act) (and any adjournment of any such meeting
or meetings) convened by (i) resolution of the Glantus Board; or
(ii) order of the High Court, in either case under Section 450 of
the Act, to consider and vote on the Scheme Meeting Resolution;
"Scheme Meeting Resolution" means the resolution to be
considered and voted on at the Scheme Meeting proposing that the
Scheme, with or without amendment (but subject to such amendment
being acceptable to each of Glantus and Bidco, except for a
technical or procedural amendment which is required for the proper
implementation of the Scheme and does not have a substantive
consequence on the implementation of the Scheme), be approved;
"Scheme Recommendation" means the unanimous recommendation of
the Glantus Board that the Glantus Shareholders vote in favour of
the Resolutions (or if Bidco effects the Acquisition as a Takeover
Offer, the unanimous recommendation of the Glantus Board that
Glantus Shareholders accept the Takeover Offer);
"Scheme Record Time" means 11:59pm (GMT+1) on the last Business
Day prior to the Effective Date (or such other day and/or time as
is specified in the Scheme Document as the record time for
determining those Glantus Shares that will be subject to the
Scheme);
"Shore Capital" means Shore Capital and Corporate Limited
("SCC") and Shore Capital Stockbrokers Limited ("SCS"), and
references to Shore Capital refer to SCC and/or SCS, as the context
admits;
"Subsidiary" has the meaning given to the term "subsidiary
undertaking" in Section 7 of the Act;
"Takeover Offer" means an offer in accordance with clause 3.6 of
the Transaction Agreement for the entire issued and to be issued
ordinary share capital of Glantus (other than any Glantus Shares
beneficially owned by Bidco (if any)), including any amendment or
revision thereto under the Transaction Agreement, the full terms of
which would be set out in the Takeover Offer Documents or (as the
case may be) any revised offer document(s);
"Takeover Offer Document" means, if following the date of the
Transaction Agreement, Bidco elects to implement the Acquisition by
way of Takeover Offer in accordance with clause 3.6 of the
Transaction Agreement, the documents to be despatched to Glantus
Shareholders and others by or on behalf of Bidco (or such other
entity as Basware may elect) containing, amongst other things, the
Takeover Offer, the Conditions (save insofar as not appropriate in
the case of a Takeover Offer, and as amended in such manner as
Bidco and Glantus may determine, and the Irish Takeover Panel may
agree, to be necessary to reflect the terms of the Takeover Offer)
and certain information about Basware, Bidco and Glantus and, where
the context so admits, includes any form of acceptance, election,
notice or other document reasonably required in connection with the
Takeover Offer;
"Takeover Panel Act" means the Irish Takeover Panel Act 1997, as
amended;
"Tax Authority": any Governmental Body responsible for the
assessment, collection or enforcement of laws relating to taxes or
for making any decision or ruling on any matter relating to
tax;
"Transaction Agreement" means the Transaction Agreement, dated
14 August 2023, between Basware, Bidco and Glantus in relation to
the implementation of the Scheme and the Acquisition;
"Transaction" means the transaction contemplated by the
Transaction Agreement, being the Acquisition;
"UK" or "United Kingdom" means the United Kingdom of Great
Britain and Northern Ireland;
"VAT" means (a) any tax imposed in compliance with the Council
Directive of 28 November 2006 on the common system of value added
tax (EC Directive 2006/112); and (b) any other tax of a similar
nature, whether imposed in a member state of the European Union in
substitution for, or levied in addition to, such tax referred to in
(a), or imposed elsewhere;
"VAT Group" means a group as defined in Section 15 of the Value
Added Tax Consolidation Act 2010 and any similar VAT grouping
arrangement in any other jurisdiction;
"Voting Record Time" means the time and date to be specified as
the voting record time for the Scheme Meeting in the Scheme
Document;
"Wider Basware Group" means Basware, its subsidiary undertakings
and any other body corporate, partnership, joint venture or person
in which Basware and such undertakings (aggregating their
interests) have an interest of more than 20 per cent. of the voting
or equity capital or the equivalent;
"Wider Glantus Group" means Glantus and any other body
corporate, partnership, joint venture or person in which Glantus
and such undertakings (aggregating their interests) have an
interest of more than 20 per cent. of the voting or equity capital
or the equivalent; and
"GBP" or "Sterling" means pounds sterling, the lawful currency
for the time being of the UK and references to "pence" and "p"
shall be construed accordingly.
Any references to any provision of any legislation shall include
any amendment, modification, re-enactment or extension thereof. Any
reference to any legislation is to Irish legislation unless
specified otherwise.
Words importing the singular shall include the plural and vice
versa and words supporting the masculine shall include the feminine
or neuter gender.
All times referred to in this Announcement are Irish times
unless otherwise stated.
APPIX III
SOURCES AND BASES OF INFORMATION
In this Announcement, unless otherwise stated or the context
otherwise requires, the bases of calculation and sources of
information are as described below:
1. The financial information relating to Glantus is extracted
from the Glantus Public Reports.
2. The value of the Acquisition is based upon the Consideration
due under the terms of the Acquisition and on the basis of the
issued and to be issued share capital of Glantus referred to in
paragraph 3 below.
3. The issued and to be issued share capital of Glantus is calculated on the basis of:
(a) the number of issued Glantus Shares as at the close of
business on 11 August 2023 (being the last practicable date prior
to the release of this Announcement), being 51,132,553 Glantus
Shares (with no Glantus Shares held in treasury); and
(b) any further Glantus Shares which may be issued on or after
the date of this Announcement on the exercise of Glantus Options
(which options have been, or are expected to be, granted on or
before the Effective Date), amounting in aggregate up to 2,065,976
Glantus Shares*.
4. Unless otherwise stated, all prices for Glantus Shares are
the Closing Price for the relevant dates.
5. The prices of Glantus Shares used for the premium calculations are:
(a) 197% to Glantus' Closing Price of GBP0.1125 on 4 July 2023
(being the last Business Day prior to the publication of Possible
Offer Announcement on 5 July 2023);
(b) 289% to Glantus' volume weighted average share price of
approximately GBP0.0859 over the one month period ending on 4 July
2023;
(c) 303% to Glantus' volume weighted average share price of
approximately GBP0.0830 over the three month period ending on 4
July 2023;
(d) 315% to Glantus' volume weighted average share price of
approximately GBP0.0806 over the six month period ending on 4 July
2023; and
(e) 67% to Glantus' Closing Price of GBP0.2000 on 11 August 2023
(being the last practicable date prior to the publication of this
Announcement).
6. As of 31 December 2022, Glantus had gross financial debt of
GBP12.0 million including lease liabilities and deferred
consideration, cash and cash equivalents of GBP0.3 million and net
financial debt of GBP11.7 million.
7. References to the transaction related arrangements in place
between Bidco, Basware and Glantus are sourced from the Transaction
Agreement.
8. References to the arrangements in place between Bidco,
Basware and Glantus regarding an expenses reimbursement agreement
are sourced from the terms of the Expenses Reimbursement Agreement.
* This figure is inclusive of 1,200,000 options which are expected
to be granted following the release of this Announcement and prior
to the Effective Date. This additional number of Glantus Shares
(2,065,976) has been calculated using the treasury method on the
basis of the maximum number of Glantus Shares that may be issued in
respect of outstanding Glantus Options under the Glantus Share Plan
less such number of Glantus Shares as is equal to the cash proceeds
of the exercise price.
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END
OFBGUGDIXDBDGXS
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