NOT FOR DISTRIBUTION IN OR INTO AUSTRALIA, CANADA, HONG KONG, NEW ZEALAND, SOUTH AFRICA, JAPAN OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL OR REQUIRE PRIOR APPROVAL
Oslo, 21 November 2023: Reference is made to today’s announcement (the “Announcement”) by Permira and Blackstone of a voluntary offer (the “Offer”) being made through Aurelia Bidco Norway AS (the “Offeror”) to acquire all the outstanding ordinary class A shares (the “Shares”) in Adevinta ASA (the “Company”). The Offer is announced by Permira and Blackstone on behalf of funds advised by Permira Advisers LLP (together with the advised funds, “Permira”) and funds advised by The Blackstone Group International Partners LLP (together with the advised funds, “Blackstone”), as well as General Atlantic and TCV (each an “Investor”).
Reference is made to the Announcement for a summary of the key terms and conditions and expected timing of the Offer. The complete terms and conditions of the Offer shall be set out in an offer document to be prepared by the Offeror and approved by the Oslo Stock Exchange (the “Offer Document”).
The Company, represented by the board of directors of the Company comprised of those directors not having a conflict of interest (Orla Noonan (Chair), Sophie Javary, Fernando Abril-Martorell, Julia Jäkel and Michael Nilles) (the “Board”), has entered into a transaction agreement (“Transaction Agreement”) with the Offeror, setting out, amongst others, key terms of the Offer and certain undertakings and obligations on the Company.
The Board hereby expresses its view on the Offer. The statement by the Board will also be included in the Offer Document. As the Offer is launched in agreement with the Company, the Oslo Stock Exchange may determine that the Board’s statement cannot serve the purpose of being the formal company statement to be issued in accordance with Section 6-16 (1) of the Norwegian Securities Trading Act, and that the Oslo Stock Exchange may require that a statement on behalf of the Company is made by an independent third party, cf. Section 6-16 (4) of the Norwegian Securities Trading Act.
Pursuant to the Offer, the consideration for Shares tendered will, at the election of accepting shareholders, be settled with NOK 115.0 per Share in cash (the "Cash Consideration"), in depository receipts with indirect exposure to the Offeror, or as a combination of depository receipts for 50% of the Shares tendered and cash consideration for the remaining 50% of the Shares tendered, subject to certain limitations.
The Board has been informed that the Offeror has entered into agreements separately with each of the Investors, as well as eBay Inc. (“eBay”) and Schibsted ASA (“Schibsted”) pursuant to which, when such agreements become effective, the Investors, eBay and Schibsted will become owners of companies that indirectly will control the Company upon a closing of the Offer. eBay, Schibsted and Permira are the Company’s largest shareholders, holding approximately 33.0%, 28.1% and 11.2% of the share capital of the Company, respectively.
This implies that Shares representing 72.3% of the Company’s outstanding share capital have on certain terms and conditions committed to sell their Shares upon a completion of the Offer.
The Company’s shareholders are advised to review the Offer Document in detail once available before deciding whether to accept the Offer.
A summary of the process leading up to the Offer is included at the end of this stock exchange notice.
THE BOARD’S ASSESSMENT AND CONCLUSION
When considering the Offer, the Board based its evaluation on factors that it deemed relevant in relation to the Offer, including what it believed to be the long-term potential of the Company.
The Board does not have a basis to form a view on the share consideration alternatives, and this statement only relates to the Cash Consideration.
The Board considered the following factors, among others, in reaching its conclusion:
- Ability of the Company to realise its long-term plan. In its review of the Offer, the Board has taken into consideration what it believes to be the long-term value potential of the Company and its confidence in the management’s ability to realise this value potential and achieve the Company’s long-term plan.
- Assessment in fairness opinions. In its review of the Offer, the Board has taken into consideration fairness opinions received from Citigroup Global Markets Europe AG and J.P. Morgan Securities Plc, both dated 20 November 2023 (the “Fairness Opinions”), each of which provides that, at their respective dates, and subject to the assumptions, considerations, qualifications, factors and limitations set forth therein, the Cash Consideration is fair, from a financial point of view, to the holders of Shares (other than Schibsted, eBay, Permira and any of their respective affiliates). The Fairness Opinions do not opine on the Share Consideration Alternatives (as defined below).
- The Offer is at a premium. The Cash Consideration values the issued and outstanding share capital of the Company at a market capitalisation of approximately NOK 140.9 billion. The Cash Consideration represents a premium of approximately 52.6% to the volume weighted average price of NOK 75.4 over the three months up to 21 September 2023 (the “Undisturbed Price”), the last trading day before the Company’s announcement that it had received a non-binding indicative proposal. The premium offered is within the range of what the Board has seen in recent public offers in Norway. When considering what premium the Cash Consideration represents to undisturbed prices, the Board notes that in its view historical trading prices of the Company’s shares have been impacted adversely by a perceived sales overhang, although the exact effect of such overhang is difficult to quantify.
- Valuation methodologies. The Board has also taken into consideration various fundamental valuation methodologies primarily focused on discounted cash flow analysis, and other valuation methodologies that are customarily used towards an assessment of the offer price in a public offer, including: (a) comparable pricing, regression analysis, historic financial developments and financial projections; (b) review of publicly available equity research analyst reports and target prices; (c) historical trading and valuation levels of the Company since listing; (d) comparable transaction multiples; and (e) an analysis of selected precedent public offers. Moreover, the Board has also taken other considerations into account, including: (i) the undisturbed price of the Company’s shares; (ii) market conditions in the sector that the Company operates; (iii) current market volatility and uncertainties; (iv) the Offeror's ability to fulfil its obligations under the Offer; and (v) that, at the Company shareholders' election, the form of consideration to be paid in the Offer will be in cash, which will provide certainty of value and liquidity to shareholders.
- Limited strategic alternatives. The Board has considered strategic alternatives to the Offer. In practice, a number of strategic alternatives were not available as the Company’s three largest shareholders, controlling in total approximately 72.3 % of the share capital of the Company, communicated at the outset of the process that they were supportive of the Offer.
- Effect of the Offer on other stakeholders. The Board also considered the effects the Offer might have for the other stakeholders of the Company, including employees, customers and business partners. The Board notes that the Offeror has expressed support for the management team and their strategy for the Company.
- Potential for limited liquidity post-closing. The Board notes that the closing condition relating to minimum acceptance in the Offer may be waived by the Offeror in its sole discretion. Consequently, the Offeror may complete the Offer without becoming the sole shareholder of the Company. In such a scenario, the Offeror would become the majority shareholder of the Company with controlling influence and result in concentrated ownership, which may cause limited liquidity in trading of Shares and a different governance regime for shareholders that do not accept the Offer.
Based on the above factors, the Board is unanimously of the view that:
- the Company over time can generate greater value than what is reflected in the Cash Consideration. Accordingly, for those shareholders focusing on the long-term value potential of the Company the Board is not able to make a recommendation whether to accept the Offer;
- however, as the Cash Consideration is within the range of what is fair, from a financial point of view, to the shareholders of the Company, and at a 52.6% premium to the Undisturbed Price, which is within the range of what has been offered in recent public offers in Norway, it may represent an attractive opportunity for shareholders who are looking to monetize their investment in the short term.
Consequently, the Board believes that the Company’s shareholders should have the opportunity to take their own individual view on the merits of the Offer.
The Board recommends that each shareholder of the Company carefully consider the Offer in light of the factors set out herein, such shareholder’s investment outlook, as well as other relevant information including the Offer Document. Each shareholder should evaluate independently whether or not to tender its Shares into the Offer, and consult its own financial, tax and legal advisors and make such other investigations concerning the Offer as it deems necessary in order to make an informed decision with respect to the Offer.
The Board does not express a view as to whether shareholders of the Company should elect for the pure share or the combined share and cash consideration alternatives. Detailed information about the share consideration alternatives (“Share Consideration Alternatives”) will be set out in the Offer Document. The Board advises shareholders that are considering accepting one of the Share Consideration Alternatives to carefully review the Offer Document and be advised by professional advisors to the extent deemed necessary as to the terms and merits of the consideration shares and suitability for them to invest in such consideration shares.
PROCESS LEADING UP TO THE OFFER
In August 2023, the Company received an indicative non-binding proposal from the Investors relating to a possible tender offer for all shares in the Company.
Upon receipt of the indicative non-binding proposal, the board of directors of the Company appointed a special committee consisting of the five independent board members that are not representatives of eBay, Schibsted and Permira (the “Special Committee”). The Special Committee has represented the Company in all aspects relating to the Offer up to issuance of this statement.
The Company engaged Citigroup Global Markets Europe AG and J. P. Morgan Securities Plc as financial advisers, and Advokatfirmaet BAHR AS, Cleary Gottlieb Steen & Hamilton LLP and Skadden, Arps, Slate, Meagher & Flom (UK) LLP as legal advisers. The advisers have acted under the instructions of, and reported to, the Special Committee.
The Special Committee has actively engaged in the process leading up to the Offer in line with applicable regulations and corporate governance principles, including facilitating a confirmatory due diligence review by the Investors and extensive negotiations with the Investors on commercial terms, structure and other aspects of an offer.
Following detailed work on valuation, the Special Committee communicated to the Investors that the Cash Consideration should be increased in order for the Board to give a positive recommendation. The Special Committee also requested that the Investors would commit not to waive the closing condition relating to minimum acceptance in the Offer unless at least a majority of the minority shareholders in the Company accept the Offer. Although the Investors chose not to increase the Cash Consideration or accept a limitation in the right to waive the closing condition relating to minimum acceptance, considering that the Cash Consideration represents a premium to trading prices, considering the Fairness Opinions, and considering that under Norwegian law and corporate governance principles the Board should not obstruct a bona fide takeover offer and should facilitate that the shareholders are enabled to themselves consider the exit opportunity an offer represents, the Board concluded that the Company’s shareholders should have the opportunity to take their own individual view on the merits of the Offer.
Based on this, the Company entered into a transaction agreement with, among others, the Offeror, setting out the terms and conditions upon which the Offeror will make the Offer to the Company’s shareholders. The transaction agreement also includes certain behavioural covenants and other regulations relating to the interim period until a completion or termination of the Offer. In the transaction agreement, the Company has undertaken that the Board may only amend, modify or withdraw this statement on the Offer if a superior offer is made by a third party and such superior offer is not matched by the Offeror. The Company has not undertaken restrictions on its ability to solicit or engage with possible alternative offers before expiry of the initial offer period in the Offer. Further, the Board has been informed that shareholders that have agreed to participate in the Offer or otherwise transfer their shares to the Offeror will be released from their obligations to participate in the Offer in the event the Board has recommended a superior offer.
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The members of the Board who hold shares in the Company, being Orla Noonan, Fernando Abril-Martorell and Michael Nilles, have informed that they intend to accept the Offer for their respective holdings for consideration in the form of a combination of 50% cash and 50% depository receipts with indirect exposure to the Offeror. The Company’s CEO, Antoine Jouteau, has informed that he intends to accept the Offer for his shareholding for the Cash Consideration.
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Citigroup Global Markets Europe AG and J.P. Morgan Securities Plc are acting as financial advisers and Advokatfirmaet BAHR AS, Cleary Gottlieb Steen & Hamilton LLP and Skadden, Arps, Slate, Meagher & Flom (UK) LLP are acting as legal advisers to the Company.
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For further information, please contact:
Marie de Scorbiac
VP Investor Relations & Corporate Affairs
+33 6 14 65 77 40
Investor Relations Senior Manager
+33 6 74 19 22 81
John Kiely / Latika Shah, Edelman Smithfield
+44 7785 275 665 / +447950 671 948
This information is considered to be inside information pursuant to the EU Market Abuse Regulation and subject to the disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act.
Adevinta is a leading online classifieds group and champion of sustainable commerce with a focus on Europe. Our portfolio of 25+ digital marketplaces spans consumer goods, mobility, real estate, holiday rentals and jobs. Every month, our industry-leading technology enables more than 120 million people and over a million businesses across Europe to connect and trade. Loved local brands include leboncoin in France; mobile.de and Kleinanzeigen in Germany; Fotocasa and InfoJobs in Spain, Subito in Italy; Marktplaats in the Netherlands and the Canadian marketplace Kijiji. Our international team of diverse individuals are united in their purpose to make a positive impact on the environment, the economy and society every single day.
To find out more, visit www.adevinta.com
Any opinion, including the Fairness Opinions, expressed by Citigroup Global Markets Europe AG or J.P. Morgan Securities Plc is provided solely for the information of the Board in connection with its evaluation of the Offer, is not intended to and does not constitute a recommendation to any shareholder as to how such shareholder should act in relation to the Offer, and may not be relied upon by any third party or used for any other purpose. Furthermore, J.P. Morgan Securities plc, which is authorised in the United Kingdom by the Prudential Regulation Authority (the “PRA”) and regulated by the PRA and the Financial Conduct Authority, and Citigroup Global Markets Europe AG, which is regulated by European Central Bank and the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht - "BaFin"), are, respectively, acting as financial advisers exclusively for the Company and no one else in connection with the Offer and will not regard any other person as their client in relation to the Offer and will not be responsible to anyone other than the Company for providing the protections afforded to clients of J.P. Morgan Securities plc or its affiliates, or Citigroup Global Markets Europe AG or its affiliates, respectively, nor for providing advice in relation to the Offer or any other matter or arrangement referred to herein.
The distribution of this announcement and other information in connection with the Offer may be restricted by law in certain jurisdictions. The Company does not assume any 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 is not a tender offer document and, as such, does not constitute an offer or the solicitation of an offer to acquire the Shares. Investors may accept the Offer only on the basis of the information provided in the Offer Document.
This announcement, verbal statements made regarding the Offer and other information published by the Company may contain certain statements about the Company and the Offeror that are or may be forward-looking statements. These forward-looking statements can be identified by the fact that they do not relate only to historical or current facts. Forward-looking statements sometimes use words such as "may", "will", "seek", "continue", "aim", "anticipate", "target", "expect", "estimate", "intend", "plan", "goal", "believe" or other words of similar meaning. Examples of forward-looking statements include, among others, statements regarding the Company’s or the Offeror’s future financial position, income growth, assets, impairment charges, business strategy, leverage, payment of dividends, projected levels of growth, projected costs, estimates of capital expenditures, and plans and objectives for future operations and other statements that are not historical fact. By their nature, forward-looking statements involve risk and uncertainty because they relate to future events and circumstances, including, but not limited to, Norwegian domestic and global economic and business conditions, the effects of volatility in credit markets, market-related risks such as changes in interest rates and exchange rates, effects of changes in valuation of credit market exposures, changes in valuation of issued notes, the policies and actions of governmental and regulatory authorities, changes in legislation, the further development of standards and interpretations under International Financial Reporting Standards ("IFRS") applicable to past, current and future periods, evolving practices with regard to the interpretation and application of standards under IFRS, the outcome of pending and future litigations, the success of future acquisitions and other strategic transactions and the impact of competition – a number of such factors being beyond the Company’s and the Offeror’s control. As a result, actual future results may differ materially from the plans, goals, and expectations set forth in these forward-looking statements.
Any forward-looking statements made herein speak only as of the date they are made. The Company disclaims any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained in this announcement to reflect any change in the Company’s expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based.
Notice to U.S. Shareholders
The Offer and the distribution of this announcement and other information in connection with the Offer are made available to the Company’s shareholders in the United States of America (the "U.S." or "United States"), and to U.S. persons, in compliance with applicable U.S. securities laws and regulations, including Section 14(e) and Regulation 14E under the U.S. Securities Exchange Act of 1934, as amended (the "U.S. Exchange Act"). The depository receipts issued as consideration (the “Consideration Depository Receipts”) have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act"), or the securities laws of any state or jurisdiction in the United States and may not be offered or sold in the United States except pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act or in compliance with any applicable securities laws of any state or other jurisdiction of the United States. Consequently, the Consideration Depository Receipts are not being offered, sold or delivered, directly or indirectly, in or into the United States or to U.S. persons, unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available. The Consideration Depository Receipts will only be made available in the United States to QIBs (as defined in Rule 144A under the U.S Securities Act ("Rule 144A") or Accredited Investors (as defined in Rule 501(a) under the U.S. Securities Act) in transactions that are exempt from the registration requirements of the U.S. Securities Act and in compliance with any applicable U.S. state "blue sky" securities laws. Such Company shareholders will be required to make such acknowledgements and representations to, and agreements with, the Company as the issuer as set out in the Offer Document may require to establish that they are entitled to receive the Consideration Depository Receipts. The Consideration Depository Receipts will only be sold to persons outside the United States in accordance with Regulation S of the U.S. Securities Act. U.S. investors who are unable to receive the Consideration Depository Receipts may only elect to receive cash consideration.
None of the Consideration Depository Receipts, the Offer Document and related acceptance forms or any other document relating to the offering of the Consideration Depository Receipts, has been approved or disapproved by the U.S. Securities and Exchange Commission (the "SEC"), any state securities commission in the United States or any other U.S. regulatory authority, nor have such authorities passed upon or determined the adequacy or accuracy of the information contained in this Offer Document and the merits of the Offer. Any representation to the contrary is a criminal offence in the United States.
In addition, until 40 days after the commencement of the Offer, an offer, sale or transfer of the Consideration Depository Receipts within the United States by a dealer (whether or not participating in the Offer) may violate the registration requirements of the U.S. Securities Act if such offer, sale or transfer is made otherwise than in accordance with Rule 144A or another exemption from registration under the U.S. Securities Act.
In accordance with normal Norwegian practice and pursuant to Rule 14e-5(b) of the U.S. Exchange Act, the Offeror or its nominees, or its brokers (acting as agents), may from time to time make certain purchases of, or arrangements to purchase, Company shares outside of the United States, other than pursuant to the Offer, before or during the period in which the Offer remains open for acceptance. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. Any information about such purchases will be disclosed as required in Norway and will be reported to an officially appointed mechanism of Oslo Børs and will be available on the Oslo Børs' website: https://www.euronext.com/en/markets/oslo.
The United Kingdom
This announcement has been prepared on the basis that any offer of securities in the United Kingdom will be made pursuant to an exemption under Regulation (EU) 2017/1129 as it forms part of domestic law in the United Kingdom (the “UK”) by virtue of the European Union (Withdrawal) Act 2018 (the “UK Prospectus Regulation”) from the requirement to produce a prospectus for offers of securities. Accordingly, any person making or intending to make an offer in the UK of securities which are the subject of the offering contemplated in this announcement may only do so in circumstances in which no obligation arises for the Offeror to publish a prospectus pursuant to section 85 of the Financial Services and Markets Act 2000 (as amended, the “FSMA”) or supplement a prospectus pursuant to Article 23 of the UK Prospectus Regulation, in each case, in relation to such offer. Neither the Offeror, the Investors nor any of the advisors have authorised, nor do they authorise the making of any offer of the securities in circumstances in which an obligation arises to publish or supplement a prospectus for such offer. Neither the Offeror, the Investors nor any of the advisors have authorised, nor do they authorise, the making of any offer of securities through any financial intermediary, other than offers made by the Offeror which constitute the final placement of the securities contemplated in this announcement.
In the UK, this announcement is only being distributed to and is only directed at persons who are also (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order"); (ii) high net worth companies and other persons falling within Article 49(2)(a) to (d) of the Order; or (iii) persons to whom an invitation or inducement to engage in investment activity (within the meaning of section 21 of the FSMA) in connection with the issue or sale of any securities may otherwise lawfully be communicated or caused to be communicated, (all such persons together being referred to as "Relevant Persons"). In the UK, the Consideration Depository Receipts are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such shares will be engaged in only with, Relevant Persons. Any such person who is not a Relevant Person should not act or rely on this announcement or any of its contents. This announcement is directed only at Relevant Persons and must not be acted on or relied on by persons who are not Relevant Persons. Any investment or investment activity to which this announcement relates is available only to Relevant Persons and will be engaged in only with Relevant Persons.
The European Economic Area
This announcement has been prepared on the basis that any offer of securities in any Member State of the European Economic Area which has implemented the Prospectus Regulation (EU) (2017/1129, as amended, the “Prospectus Regulation”) (each, a "Relevant State") will be made pursuant to an exemption under the Prospectus Regulation, as implemented in that Relevant State, from the requirement to publish a prospectus for offers of securities. Accordingly, any person making or intending to make any offer in that Relevant State of securities, which are the subject of the offering contemplated in this announcement, may only do so in circumstances in which no obligation arises for the Offeror to publish a prospectus pursuant to Article 3 of the Prospectus Regulation or supplement a prospectus pursuant to Article 23 of the Prospectus Regulation, in each case, in relation to such offer. Neither the Offeror, the Investors nor any of the advisors have authorised, nor do they authorise, the making of any offer of the securities through any financial intermediary, other than offers made by the Offeror which constitute the final placement of the securities contemplated in this announcement. Neither the Offeror, the Investors nor any of the advisors have authorised, nor do they authorise, the making of any offer of securities in circumstances in which an obligation arises to publish or supplement a prospectus for such offer.
The issue, subscription or purchase of the Consideration Depository Receipts in the Company is subject to specific legal or regulatory restrictions in certain jurisdictions. Neither the Company, the Offeror nor their advisors assume any responsibility in the event there is a violation by any person of such restrictions.