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London, UK and Oslo, Norway - 25 January 2021. Following the announcement on 15 December 2020 regarding an offer to acquire all outstanding shares of Infront ASA (the "Company" or "Infront"), Dash Bidco AS (the "Offeror") today launches a recommended voluntary cash offer (the "Offer") for all of Infront's outstanding shares against a consideration in cash of NOK 34.40 per share (the Offer Price").
Reference is made to the approval by the Oslo Stock Exchange of the offer document dated 22 January 2021 (the "Offer Document") prepared in connection with the Offer. The shareholders of Infront may tender their shares at the conditions of the voluntary recommended offer from today, 25 January 2021, and until 15 February 2021 at 16:30 hours (CET), subject to extension.
- The Board of Directors of Infront unanimously recommends the Offer, which values the total share capital of Infront at approximately NOK 1,494 million on a fully diluted basis. The Offer Price of NOK 34.40 per share represents a 30.9% and 56.0% premium to the volume weighted average price (VWAP) of Infront for the 1-month and 3-month period to 14 December 2020 respectively, and a 25.8% premium to the volume-weighted average price of Infront in the last five trading days prior to 15 December 2020.
- Shareholders representing approximately 26.9% of the shares have given pre-acceptances to the Offer, subject to customary conditions. The complete terms and conditions for the Offer, including procedures for how to accept the Offer and detailed information regarding settlement, are set out in the Offer Document.
- The Offer period commences on Monday 25 January 2021 until Monday 15 February 2021 at 16:30 hours (CET). The Offeror may in its sole discretion extend the offer period (one or several times), but the offer period will in no event be extended beyond 5 April 2021 at 16:30 hours (CET).
In recommending the Offer, the Board of Directors of Infront comments: “Having carefully reviewed the terms and conditions of the Offer, and in consideration of the evaluation provided by the Company's advisors and the statement by the independent expert, the Board has concluded that the consideration offered for the shares in the Company is attractive.”
SEB Corporate Finance has provided an independent statement in accordance with § 6-16 of the Norwegian Securities Trading Act, concluding: “The Offer Price is in line with our estimated fair value range for Infront. Furthermore, we note that there are risks associated with the future operational development of the Company, and as such, we are of the opinion that the Offer, on the date of issue of this document, is fair from a financial point of view for the shareholders of Infront. Based on this, SEB recommends the shareholders of Infront to accept the Offer.”
The Offer Document, containing the full terms and conditions of the Offer will, subject to regulatory restrictions in certain jurisdictions, be sent today, 25 January 2021, to all shareholders in Infront
whose address appears in Infront's share register in the Norwegian Central Securities Depositary (VPS) as of 22 January 2021.
As further detailed and specified in the Offer Document, the completion of the Offer will be subject to certain conditions being satisfied or waived by the Offeror (acting in its sole discretion).
The Offer Document is, subject to regulatory restrictions in certain jurisdictions, available at www.dnb.no/emisjoner and www.infrontfinance.com.
Background for the Offer
The Offeror is an indirect wholly-owned subsidiary of Inflexion Buyout V Investments LP, a limited partnership advised by Inflexion Private Equity Partners LLP (“Inflexion”). Inflexion is a leading
European private equity firm, investing in market leading businesses across a number of sectors, with a particular focus on technology and data businesses.
Inflexion intends to support the management team and organization to complete the integration of recent acquisitions and to implement initiatives to generate organic growth. Inflexion believes the Company is best placed to continue its growth in a private setting, which will allow for the prioritization of longer-term strategic value-creation objectives, and enter a period of substantial organic and inorganic investments, potentially at the expense of short-term profit.
The Offeror believes its experience developing data and technology companies, along with an ability to provide access to additional capital, will contribute to the Company’s future development and
thereby also support the interest of employees, lenders, counterparties and regulators.
Reference is also made to the statement from Infront's founders, CEO Kristian Nesbak and CIO Morten Lindeman, on 18 December 2020 where the founders stated the following:
"We remain firmly convinced that the proposed offer from Inflexion is the best alternative for Infront and its shareholders.
This offer will deliver substantial returns to all Infront shareholders. Indeed, the proposed offer represents, by a substantial margin, an all-time high share price prior to the announcement. Less than two months ago the stock was trading below NOK 18 compared to the proposed offer price of NOK 34.4. During this time there has been no material change to the fundamental outlook for the company. Assuming the offer is accepted, Infront will have clearly outperformed the OSEBX index since the IPO in 2017.
At this stage, it is in the best interest of Infront to be a privately held company. Future value creation will demand extensive operational measures to extract synergies from recent acquisitions. This will require time and substantial investments, with limited visible benefits in the next quarters. A private ownership with Inflexion will provide us with the resources and flexibility to deliver on our long-term growth plans, and support our European expansion."
The Offer Document contains further details regarding the Offer, and the shareholders of Infront are advised to review the Offer Document in detail. The Offer and the distribution of this announcement and other information in connection with the Offer may be restricted by law in certain jurisdictions and the Offer is not made in any jurisdiction where the making of the Offer would not be in compliance with the laws of such jurisdiction. The Offeror assumes no responsibility in the event there is a violation by any person of such restrictions. Persons into whose possession this announcement or such other information should come are required to inform themselves about and to observe any such restrictions. This announcement does not in itself constitute an offer. The Offer is made in the Offer Document and can only be accepted pursuant to the terms of such document.
DNB Markets, a part of DNB Bank ASA and Ernst & Young LLP are acting as financial advisors to the Offeror, and DNB Markets, a part of DNB Bank ASA, is acting as receiving agent. Advokatfirmaet
Thommessen AS is the Norwegian legal adviser, and Travers Smith LLP is the English legal adviser, to the Offeror in connection with the Offer. ABG Sundal Collier ASA is acting as financial adviser and Advokatfirmaet Selmer AS is acting as legal adviser to Infront in connection with the Offer.
For further information, please contact:
Chairman of the Board, Infront
T. +47 975 91 042
Communications and Marketing Director, Inflexion
T. +44 (0)20 7487 9820
Inflexion is a mid-market private equity firm, investing in high growth, entrepreneurial businesses with ambitious management teams and working in partnership with them to accelerate growth. Inflexion’s flexible approach allows it to back both majority and minority investments, investing £10m to £300m of equity in each deal. With bespoke teams and dedicated capital, Inflexion’s funds invest across all sectors from offices in London, Manchester and Amsterdam. Inflexion helps businesses achieve the next stage of their development through international expansion, operational improvements, digital expertise, talent management, access to Inflexion’s networks and funding for acquisitions. Funds advised by Inflexion Private Equity Partners LLP have funds under management of c.£5.4bn.
Infront offers a powerful combination of global market data, news, analytics and trading tools. With the recent acquisition of vwd Group, Infront’s product coverage also includes data and feed solutions, solutions for portfolio management and advisory, regulatory compliance as well as publication and distribution solutions. Our more than 3,000 customers and over 90,000 professional users benefit from the highest level of expertise in regulation, private wealth, market data and the frictionless interaction of the diverse solutions and products covering their complete workflow. Approximately 500 employees apply their expertise to meet the challenges of our clients, ensuring they continuously receive the best solutions and services.