Vizrt Ltd. announces that it has entered into a merger agreement with 24 October Holding AG, an entity indirectly controlled by Nordic Capital Fund VIII, and NOR Merger Sub Ltd.NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO AUSTRALIA, CANADA, JAPAN OR ANY OTHER JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
Cash consideration of NOK 37 (c. USD 5.4) will be paid per Vizrt share, valuing the total share capital of Vizrt at approximately NOK 2.5 billion (c. USD 374 million)
This represents a premium of c. 32% to the latest traded share price and a premium of c. 35% to the six month volume weighted average share price of Vizrt
Completion of the transaction is subject to the approval by a Shareholders Meeting of Vizrt by simple majority which is expected to be held on or about December 18 2014
Shareholders holding shares representing 51.5% of Vizrt's shares have undertaken, subject to certain conditions, to vote in favour of the transaction
The Board of Directors of Vizrt has unanimously decided to recommend to its shareholders to vote in favour of the transaction
Completion of the transaction is expected to take place on or around January 31 2015
Vizrt Ltd. ( Vizrt or the "Company") announces that it has entered into a merger agreement (the "Merger Agreement") with 24 October Holding AG, an entity indirectly controlled by Nordic Capital Fund VIII, and NOR Merger Sub Ltd. (which is a wholly-owned subsidiary of 24 October Holding AG), pursuant to which Nordic Capital Fund VIII will pay a cash consideration of NOK 37 per Vizrt share for 100% of the issued share capital of the Company by way of a reverse triangular merger between NOR Merger Sub Ltd. and the Company (the "Merger").
Nordic Capital is a leader in Nordic private equity investments with four active funds with over EUR 11 billion in total committed capital and a long history of successful growth oriented investments, both multinational and local businesses. Nordic Capital Fund VIII has EUR 3,500 million in committed capital.
"Our Board has undertaken a careful review of the terms and conditions of the Merger and is unanimous in its recommendation. We consider the cash based offer as fair and in the best interest of our shareholders. We believe that Nordic Capital, with its breadth of expertise and proven track record of developing companies, will be a strong owner of Vizrt." stated Dag J. Opedal, Chairman of the Board of Directors of Vizrt.
Seeing is believing and in a growing market for video graphics, Vizrt has proven that it can shape the frontiers of broadcast graphics, video asset management and automation systems - driven by an exceptional culture and a very competent and dedicated organization. Focus for Nordic Capital Fund VIII as the new owner will be continued support of Vizrt's geographic expansion and of its constant strive to provide customers with an unparalleled offering , says Kim Gulstad, Partner, NC Advisory AS, advisor to Nordic Capital Fund VIII.
The Merger is, as further set out in the Merger Agreement, subject to several conditions precedent including, among others, the approval from the Companys Shareholders and receipt of regulatory approvals. Under relevant company law, approval of the Merger only requires simple majority at the Shareholders Meeting. The Merger is not subject to any financing or due diligence conditions. A call for a Shareholders Meeting of the Company to approve the Merger Agreement and the transactions contemplated thereby will be announced shortly. The full details of the Merger, including all terms and conditions, will be contained in the notice for the Shareholders' Meeting.
Completion of the Merger is currently expected to take place on or around January 31, provided all conditions for completion have been fulfilled. Shareholders of the Company shall receive a cash consideration of NOK 37 for each share held in the Company (less any withholding tax on such amount, if applicable). This represents a premium of c. 32% to the closing share price of the Company on 7 November 2014, the last trading day prior to the announcement of the Merger, a premium of c. 28% to the three month volume weighted average share price of the Company for the period ending on 7 November 2014 and a premium of c. 35% to the six months volume weighted average share price of the Company for the period ending on 7 November 2014. On a cash and debt free basis (Enterprise Value), the corresponding premiums equal c. 39%, c. 29% and c. 38%, respectively. The Merger values the total share capital of the Company on a fully diluted basis, at approximately NOK 2.5 billion.
After having carefully reviewed and evaluated the terms and conditions of the Merger Agreement, the Board of Directors of the Company is of the view that the Merger is in the best interest of the Company's Shareholders, and recommends that the Company's Shareholders vote in favour of the Merger and the adoption of the Merger Agreement at the Shareholders Meeting of the Company.
Shareholders representing 51.5% of the total share capital of the Company, including Dorothy Holding AB and Home Capital AS, have undertaken to vote in favour of the Merger and the adoption of the Merger Agreement at the Shareholders Meeting of the Company, subject to customary conditions.
The Company and Nordic Capital shall cooperate for a delisting of the Companys shares from the Oslo Stock Exchange as soon as possible after the Merger becomes effective.
ABG Sundal Collier Norge ASA is acting as financial adviser to the Company in connection with the Merger.
Carnegie AS is acting as financial adviser to Nordic Capital Fund VIII in connection with the Merger.
Investor and media contacts:Dag J. Opedal / Chairman of the Board / +47 90 04 04 60 / djopedal@gmail.com
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