Affecto Plc to commence public tender offer for Component Software Group ASAAffecto Plc has announced its intention to acquire all issued and outstanding shares in Component Software Group ASA, a listed company in Norway, through a public tender offer. The consideration offered is NOK 63.68 per share paid as a combination of cash and shares in Affecto, or cash only. Prior to the settlement date of the Tender Offer, and subject to completion of the Tender Offer, Component will distribute a dividend of NOK 1.82 per share, raising total consideration to NOK 65.50 per share.
The implied market capitalization of the issued and outstanding Component shares is EUR 46 million. The Tender Offer is structured to result in a 40 percent share consideration and a 60 percent cash consideration, implying that approximately 4.7 million new Affecto shares will be offered. For the purposes of the Tender Offer, the value of the Affecto share is deemed to be EUR 3.87 per share and the EUR/NOK exchange rate is 8.1195, the exchange rate published by the European Central Bank on May 31, 2007.
Shareholders representing approximately 66 percent of the share capital of Component have irrevocably undertaken to accept the Tender Offer. The Board of Directors of Component has on the date hereof decided to recommend that shareholders of Component tender their Component shares to Affecto pursuant to the terms of the Tender Offer.
Shareholders representing approximately 37 percent of the share capital of Affecto have irrevocably undertaken to support the Tender Offer by way of voting in favour of the issuance of new shares and to vote in favour of electing a new board member of Affecto nominated by Component at an extraordinary general meeting of shareholders in Affecto to be held on July 10, 2007 or as soon as practicable thereafter.
Affecto has entered into a combination agreement with Component on the date hereof regarding the principle terms of the Tender Offer, certain undertakings by Component regarding the conduct of business of Component, as well as certain other terms related to the Tender Offer (the "Combination Agreement"). The principle terms of the Combination Agreement have been described below.
Component is a leading Scandinavian player within Business Intelligence solutions, including software and services. The business idea of Component is to assist its customers in turning large amounts of data into valuable and usable information and knowledge that can be used in the daily management of the company. Component Software divides its operations into two product areas; Business Intelligence and Document Management. The Company both delivers and implements leading information solution software with the objective of improving customers' competitiveness, facilitating access to business information and reducing costs. The company is also, through its own Contempus software portfolio, a leading European player within electronic processing of supplier invoices and eCommerce. In 2006, the Component Group achieved a turnover of NOK 303.8 million. Component is headquartered in Oslo, has subsidiaries in Denmark and Sweden, and employs a staff of 210. Component is listed at the Oslo Stock Exchange under trading symbol CSG.
Affecto believes that a combination of the businesses of Affecto and Component would result in a strong player in the Nordic market, which would strengthen both organisations and enhance and broaden service and product offering to their customers.
Affecto CEO Pekka Eloholma comments the transaction: "This acquisition is a significant and logical step toward our strategic goal to be the leading Business Intelligence solution provider in the Nordic, Baltic and CEE regions. By doing this, we create the clearly largest and strongest Business Intelligence solution provider within these regions with a very strong position in Finland, Sweden and Norway and a good position in Denmark and the Baltic countries. The size of our company grows significantly, we target to reach EUR 115 million net sales on a pro-forma basis in 2007 and the number of employees will be approximately 1,000. We have known Component for years and know it to be a well-managed company with excellent competence. As the corporate culture is similar to us and as there is very little business overlap, we expect the integration to go smoothly."
Component CEO Åge Lønning comments: "In this business combination we are creating the strongest Business Intelligence competence center in the Nordic and Baltic region. We in Component Software are looking forward to join forces with Affecto. We are operating in an exiting and growing market. Bringing together the competencies and experience of both companies will help us develop better solutions and create more value for our customers."
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