The bid committee recommends the shareholders to accept the offer
This statement is made by the bid committee of the board of directors of
The Offer
Today,
The Offer price represents a premium of:
- 31.91 per cent in relation to the closing price for 24Storage’s shares on Nasdaq First North Growth Market of
SEK 47.00 on5 November 2021 (which was the last trading day prior to the announcement of the Offer); - 44.54 per cent in relation to the volume-weighted average trading price of
SEK 42.90 for 24Storage’s shares during the 30 trading day period prior to the announcement of the Offer; and - 41.04 per cent in relation to the volume-weighted average trading price of
SEK 43.96 for 24Storage’s shares during the 90 trading day period prior to the announcement of the Offer.
The acceptance period for the Offer is expected to commence on or around
The process undertaken by the bid committee to evaluate the Offer
In evaluating the Offer, the bid committee has considered a number of factors which the committee considers relevant. These factors include, but are not limited to, 24Storage’s current strategic and financial position, prevailing market conditions and operational opportunities and challenges, the company’s expected future development and opportunities and risks related thereto and valuation methods normally used to evaluate public offerings of listed companies, including how the Offer values 24Storage in relation to comparable listed companies and comparable transactions, bid premiums in previous public takeover offers on Nasdaq Stockholm, the stock market’s expectations regarding the company and the bid committee’s view of the company’s value based on its expected future dividends and cash flows. The bid committee has also considered that shareholders of 24Storage with approximately 86.8 per cent of the shares have undertaken to accept the Offer.
The undertakings to accept the Offer will, according to the Offeror, lapse in the event that a third party, prior to the last time of acceptance of the Offer, announces a public offer to acquire all shares in 24Storage which corresponds to an offer value exceeding the price in the Offer by not less than five per cent (“Superior Competing Offer”), provided that T-C Storage BidCo does not decide to match the Superior Competing Offer (i.e. announces a revised Offer at a price that at least corresponds to the price in the Superior Competing Offer) within 10 business days from the announcement of the Superior Competing Offer. Further, the undertakings are, according to the Offeror, conditional upon that T-C Storage BidCo (a) in all material respects complies with the provisions of the Takeover Rules, and (b) declares the Offer unconditional no later than
Board members
Upon written request, the Offeror has been permitted to review limited information for confirmatory purposes in connection with the preparations for the Offer. No inside information has been provided to the Offeror in connection with the review.
The bid committee has engaged Lazard as financial advisor and Vinge as legal advisor in relation to the Offer. The bid committee has also engaged
The bid committee’s recommendation
When the bid committee values the overall potential and compares it with the consideration in the Offer, the bid committee concludes that the shareholders through the Offer will be adequately compensated for the company’s potential, taking into account the time it takes to implement, and the various risks of not being able to fully implement, the company’s business plan.
In its fairness opinion,
The bid committee recommends the shareholders of 24Storage to accept the Offer.
Effects on 24Storage and its employees
Under the Takeover Rules, the board of directors is required to present its opinion on the effects the implementation of the Offer may have on 24Storage, especially employment, and its view on the Offeror’s strategic plans for the company and the impact these could be expected to have on employment and on the locations where 24Storage conducts its business. In its press release announcing the Offer, the Offeror states:
”TIAA does not currently foresee any material changes to 24Storage's operations including operational sites, its management or employees. TIAA may, following the completion of the Offer, initiate discussions with management and employees to transfer their employment agreements to an affiliate company. Any such transfer will not adversely affect management's and employees' current terms and conditions of employment.”
The bid committee assumes that the above statement by the Offeror is correct and has no reason to take a different view.
This statement by the bid committee of the board of directors of 24Storage shall be governed by and construed in accordance with substantive Swedish law. Disputes arising from this statement shall be settled exclusively by Swedish courts.
The bid committee of the board of directors of
For further information, please contact
ATTACHMENT: FAIRNESS OPINION FROM LENNER & PARTNERS CORPORATE FINANCE AB
To the Bid Committee of the Board of Directors of
The consideration to be offered to the shareholders in 24Storage values each 24Storage share at
The Bid Committee of the Board of Directors of 24Storage has engaged
In the analysis of the Offer,
- publicly available information, such as annual reports, interim reports and broker reports regarding 24Storage;
- trading statistics, other financial and stock market related information concerning 24Storage and similar information for certain other comparable companies;
- selected mergers and acquisitions that have been viewed to be comparable to the Offer;
- internal forecasts and forward-looking information regarding 24Storage;
- discussions with the management of 24Storage;
- the Offer and a draft of the press release from T-C Storage BidCo.
Lenner & Partners’ fairness opinion is based on several generally accepted valuation methods that are typically used in this type of analysis. The analyses have been produced solely to enable
Lenner & Partners’ assignment does not include expressing an opinion on the relative merits of the Offer as compared to any alternative business strategies that might exist for 24Storage, including whether any other transaction would potentially be more favourable for the shareholders of 24Storage, or the effect of any other transaction in which 24Storage might engage.
Lenner & Partners’ opinion is based on current market, economic, financial and other conditions as in effect on, and upon the information made available as of the date hereof. Any change in such conditions or information may require a revaluation of this opinion. Although subsequent developments may affect this opinion,
Lenner & Partners’ fairness opinion has been provided as information and documentation to the Bid Committee of the Board of Directors of 24Storage. This fairness opinion is not a recommendation whether or not shareholders in 24Storage should tender their shares in the Offer.
Based on above and other circumstances, that
Swedish law is applicable on this fairness opinion.
This is a translation of the fairness opinion written in Swedish. It is for information purposes only and does not constitute a part of the opinion. For the avoidance of doubt, in the case of any inconsistency or ambiguity between the Swedish language version and the English translation, the Swedish language version shall prevail.
Tom Wikström
[1] Based on 14,924,020 outstanding shares in 24Storage (24Storage owns no own shares held in treasury).
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+46 (0)8 54 50 61 00 +46 (0)8 54 50 61 02 (fax)
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