Agile Content S A : announces a recommended public cash tender offer to the shareholders of Edgeware

This announcement is not an offer, whether directly or indirectly, in Australia, Hong Kong, Japan, New Zealand, South Africa or the United States or in any other jurisdiction where such offer pursuant to legislation and regulations in such relevant jurisdiction would be prohibited by applicable law. Shareholders not resident in Sweden who wish to accept the Offer (as defined below) must make inquiries concerning applicable legislation and possible tax consequences. Shareholders should refer to the offer restrictions included in the section titled "Important information" at the end of this announcement and in the offer document which will be published shortly before the beginning of the acceptance period for the Offer.

Agile Content S.A. ("Agile Content") hereby announces a recommended public cash tender offer to the shareholders of Edgeware AB (publ) ("Edgeware") to acquire all outstanding shares in Edgeware (the "Offer"). The shares in Edgeware are admitted to trading on Nasdaq Stockholm.

Summary

· The offer price is SEK 9.70 in cash for each outstanding share in Edgeware, corresponding to a total value of the Offer of approximately SEK 291 million. 
· The Offer represents a premium of approximately:
· 34.7 per cent compared to the closing price of SEK 7.20 for the Edgeware share on 29 October 2020 (being the last day of trading prior to the announcement of the Offer);
· 38.7 per cent compared to the volume-weighted average price of SEK 6.99 for the Edgeware share during the last 30 trading days prior to the announcement of the Offer; and
· 57.9 per cent compared to the volume-weighted average price of SEK 6.14 for the Edgeware share during the last 180 trading days prior to the announcement of the Offer.

· The Board of Directors1 of Edgeware unanimously recommends the Offer for acceptance by the shareholders.
· Amadeus EII LP, Amadeus III, Amadeus III Affiliates Fund LP, Volador AB, Nordea Funds Ltd, Investeringsföreningen Nordea Invest and Nordea 1 SICAV, which jointly owns 14,515,467 shares in Edgeware, corresponding to approximately 48.3 per cent of outstanding shares and votes in Edgeware, have executed unconditional irrevocable undertakings to accept the Offer.
· An offer document regarding the Offer is expected to be made public on or about 30 October 2020. The acceptance period for the Offer is expected to begin on or about 2 November 2020 and expire on or about 23 November 2020.
· The completion of the Offer is subject to certain customary conditions being fulfilled or waived by Agile Content on or by the date of Agile Content's announcement of the final outcome of the Offer. These include that:

1. Offer being accepted to such extent that Agile Content becomes the owner of more than 90 per cent of the total number of outstanding shares in Edgeware;
2. neither the Offer nor the acquisition of Edgeware, is wholly or partly prevented or materially adversely affected by any legislation or other regulation, court decision, public authority decision or similar circumstance;
3. no circumstances has occurred that could have a material negative effect, or could reasonably be estimated to have a negative material effect, on Edgeware's financial standing or business, including Edgeware's sales, results, liquidity, asset to equity ratio, equity or assets;
4. no information that has been announced by Edgeware or disclosed by Edgeware to Agile Content is incorrect, incomplete or misleading, and that Edgeware has announced all information that must be announced, and;
5. Edgeware does not take any measures that typically are intended to impair the prerequisites for the implementation of the Offer.

· The consideration that is paid in connection with the Offer is financed in its entirety by a combination of available funds and a credit facility that is available to Agile Content on terms which are customary for the financing of public offers.

Background and Agile Content's strategic rationale

Agile Content is a technology provider with tools that enables Network Operators and Media companies to efficiently manage, deliver and monetize video platforms for digital distribution. Edgeware is a Swedish company which develops, markets and sells IP-based streaming technologies for distributing TV and video content, allowing its customers to monetize their content.

Agile Content and Edgeware operate mainly in the same sector of digital video with a focus on the convergent business of the telecommunications industry. As software vendors they have complementary solutions based on a natural fit within the technological stack of a digital TV end-end solution. Geographically speaking both companies have a great complementarity and an important potential of cross-selling in addition to operational synergies.

Agile Content sees strong commercial and financial potential in a combination of Agile Content and Edgeware. The capabilities of Edgeware and its specialist competence would strengthen Agile Content's position on the global TV and video streaming market. The acquisition of Edgeware would provide Agile Content with the opportunity to accelerate its service and technology portfolio and hence contribute to Agile Content's overall strategic objectives.

Agile Content sees Edgeware as a successful company with a strong brand and competent management and employees. Together with the current management of Edgeware, it is Agile Content's intention to lever on Edgeware's complementing product offering and customer base and to utilize the attractive cross-selling opportunities between the companies.

Agile Content greatly values Edgeware's management and employees and is expecting that the Offer will support the company's growth strategy and create long-term positive synergy effects for Edgeware and its employees. Based on Agile Content's knowledge about Edgeware, its strategy and the current market conditions it is currently Agile Content's intent that the completion of the Offer will not result in any changes regarding Edgeware's or Agile Content's organizations, management and employees, including their employment contracts, or the places where Edgeware and Agile Content respectively has their offices and runs their businesses.

Comment on the Offer, Hernán Scapusio, CEO of Agile Content:

"In the process of analysing complementary technologies for Agile.TV, we have started a commercial collaboration with Edgeware, to build a stronger end2end OTT solution, with a combination of leading technologies in adjacent segments of the video value chain. We have also found a strong potential value generation based on the combination and synergies of both companies. There is a fragmentation of technology players in Europe and this is a step forward to the consolidation of European video tech landscape, to compete in the fast-growing OTT market with a reinforced value proposition, with bigger scalability and specialization".

Karl Thedéen, CEO of Edgeware: "Edgeware has been on an exciting journey and has become a leading supplier of IP-based streaming technologies. I see the Offer as
the next step in Edgeware's development as it will enable Edgeware and its highly talented employees to be even more successful in serving customers as well as expanding its technologies and offering to even more customers and segments. I really believe in the
strategic logic of combining Edgeware's and Agile Content's technologies and businesses. This transaction is based exclusively on combining knowledge, employees and products to succeed even better together in the interesting but competitive market in which we operate. My team and I are really looking forward to contribute when building the new unit combined entity".

The Offer

Agile Content offers SEK 9.70 in cash per Edgeware share, corresponding to a total value of the Offer of approximately SEK 291 million based on all outstanding 30,043,008 shares in Edgeware.

The consideration under the Offer will be adjusted accordingly should Edgeware, prior to the settlement of the Offer, distribute a dividend or in any other way distribute or transfer value to its shareholders.

No commission will be charged in respect of the settlement of the Edgeware shares tendered to Agile Content under the Offer.

The Offer represents a premium of:

· 34.7 per cent for the shares in Edgeware in relation to the latest closing price on Nasdaq Stockholm on the 29 October, which was the last day of trading prior to the announcement of the Offer;
· 38.7 per cent for the shares in Edgeware in relation to the volume weighted average price of the share during a period of 30 trading days prior to the announcement of the Offer; and
· 57.9 per cent for the shares in Edgeware in relation to the volume weighted average price of the share during a period of 180 trading days prior to the announcement of the Offer.

Recommendation by the Board of Directors of Edgeware

The Board of Directors of Edgeware has unanimously recommended the Offer for acceptance by the shareholders of Edgeware.2

The Board of Directors of Edgeware has also obtained a fairness opinion from Lenner & Partners Corporate Finance AB, according to which, based on assumptions and reservations stated in the opinion, the Offer is fair for the shareholders of Edgeware from a financial perspective.

The recommendation from the Board of Directors of Edgeware and Lenner & Partners Corporate Finance AB 's fairness opinion will be made public today by Edgeware through a separate press release, and included in its entirety in the offer document that will be prepared and published by Agile Content.

Support by major shareholders of Edgeware

In connection with the Offer, each of Amadeus EII LP, Amadeus III, Amadeus III Affiliates Fund LP, Volador AB, Nordea Funds Ltd, Investeringsföreningen Nordea Invest and Nordea 1 SICAV, which jointly owns 14,515,467 shares in Edgeware, corresponding to approximately 48.3 per cent of outstanding shares and votes in Edgeware, have executed irrevocable undertakings pursuant to which they have agreed (i) to accept the Offer, tender all their shares in the Offer and not withdraw their acceptance, (ii) not to transfer any of their respective shares in Edgeware and (iii) not to solicit competing offers regarding an acquisition of Edgeware.

Agile Content's shareholding in Edgeware

Neither Agile Content nor any closely related companies or closely related parties own any shares or financial instruments in Edgeware that give financial exposure to Edgeware's shares at the time of this announcement, nor has Agile Content acquired or agreed to acquire any shares in Edgeware or any financial instruments that give financial exposure to Edgeware's shares during the six months preceding this announcement.

Agile Content may acquire, or enter into agreements to acquire, shares in Edgeware outside the Offer and any purchases made or arranged will be disclosed in accordance with applicable rules.

Conditions for completion of the Offer

Completion of the Offer is conditional upon that:

1. the Offer being accepted to such extent that Agile Content becomes the owner of more than 90 per cent of the total number of outstanding shares in Edgeware;
2. neither the Offer nor the acquisition of Edgeware, is wholly or partly prevented or materially adversely affected by any legislation or other regulation, court decision, public authority decision or similar circumstance;
3. no circumstances has occurred that could have a material negative effect, or could reasonably be estimated to have a negative material effect, on Edgeware's financial standing or business, including Edgeware's sales, results, liquidity, asset to equity ratio, equity or assets;
4. no information that has been announced by Edgeware or disclosed by Edgeware to Agile Content is incorrect, incomplete or misleading, and that Edgeware has announced all information that must be announced; and
5. Edgeware does not take any measures that typically are intended to impair the prerequisites for the implementation of the Offer.

Agile Content reserves the right to withdraw the Offer in the event that it is clear that any of the above conditions are not satisfied or cannot be satisfied. However, with regard to conditions 2-5 above, the Offer may only be withdrawn provided that the non-satisfaction of such condition is of material importance to Agile Content's acquisition of Edgeware or if otherwise approved by the Swedish Securities Council.

Agile Content reserves the right to waive, in whole or in part, one, several or all of the conditions set out above, including, with respect to condition 1, to complete the Offer at a lower level of acceptance.

Financing

The consideration that is paid in connection with the Offer is financed in its entirety by a combination of available funds and a credit facility that is available to Agile Content on usual terms.

The above-mentioned financing provides Agile Content with sufficient cash resources to satisfy in full the consideration payable in respect of the Offer and, accordingly, completion of the Offer is not subject to any financing condition.

Description of Agile Content

Agile Content is a technology provider with tools that enables Network Operators and Media companies to efficiently manage, deliver and monetize video platforms for digital distribution. Agile Content is a Spanish public limited company and has its domicile in Spain and its registered offices in Barcelona. The company's shares are listed at BME Growth, an MTF-platform for small and medium-sized companies looking to expand their businesses, which is being run by the regulated market Bolsa de Madrid.

For more information, please refer to Agile Content's website (https://ir.agilecontent.com).

Due diligence

In relation to the preparations for the Offer, Agile Content has conducted a limited due diligence review of confirmatory nature regarding commercial, financial and legal information in relation to Edgeware, and in connection therewith met with Edgeware's management team. In connection with the due diligence, Agile Content has received some financial information regarding Edgeware's results during the third quarter of 2020. This information was published by Edgeware on 23 October 2020 through the quarterly report for the third quarter of 2020. Edgeware has confirmed that no other information that could reasonably be expected to affect the price of Edgeware's shares, and that has not been published by the date of this announcement, has been disclosed to Agile Content in connection with said due diligence review.

Preliminary timetable

The acceptance period for the Offer is expected to commence on or about 2 November 2020 and end on or about 23 November 2020. An offer document regarding the Offer is expected to be made public shortly before the commencement of the acceptance period. Assuming that the Offer is declared unconditional no later than on or about 30 November 2020, settlement is expected to begin on or about 2 December 2020.

Agile Content reserves the right to extend the acceptance period for the Offer, as well as to postpone the settlement date. Any extensions of the acceptance period or postponements of the settlement date will be announced by a press release in accordance with the Takeover Rules (see definition below), applicable laws and other regulations.

Compulsory redemption proceedings and delisting

As soon as possible after Agile Content has acquired shares representing more than 90 per cent of the total number of shares in Edgeware, Agile Content intends to commence compulsory redemption proceedings under the Swedish Companies Act (Sw. aktiebolagslagen (2005:551)) to acquire all remaining shares in Edgeware. In connection therewith, Agile Content intends to promote delisting of Edgeware's shares from Nasdaq Stockholm.

Applicable law and disputes

The Offer shall be governed and construed in accordance with substantive Swedish law. Any dispute regarding the Offer, or which arises in connection therewith, shall be exclusively settled by Swedish courts, and the District Court of Stockholm (Sw. Stockholms tingsrätt) shall be the court of first instance.

For the Offer, Nasdaq Stockholm's Takeover Rules (the "Takeover Rules") and the Swedish Securities Council's rulings regarding the interpretation and application of the Takeover Rules and, where applicable, the Swedish Securities Council's interpretation and application of the formerly applicable Rules on Public Offers for the Acquisition of Shares issued by the Swedish Industry and Commerce Stock Exchange Committee (Sw. Näringslivets Börskommitté) apply. In accordance with the Swedish Takeover Act (Sw. Lagen (2006:451) om offentliga uppköpserbjudanden på aktiemarknaden), Agile Content has, on 12 October 2020, undertaken towards Nasdaq Stockholm to comply with the Takeover Rules and submit to any sanctions imposed by Nasdaq Stockholm on Agile Content in the event of breach of the Takeover Rules and the Swedish Securities Council's rulings regarding the interpretation and application of the Takeover Rules and, where applicable, the Swedish Securities Council's interpretation and application of the formerly applicable Rules on Public Offers for the Acquisition of Shares issued by the Swedish Industry and Commerce Stock Exchange Committee. Agile Content has on 22 October 2020 informed the Swedish Financial Supervisory Authority (Sw. Finansinspektionen) about the Offer and the abovementioned undertakings towards Nasdaq Stockholm.

Advisors

Evli Bank and Bondo Advisors are financial advisors and Setterwalls Advokatbyrå is legal advisor to Agile Content in connection with the Offer.

For additional information contact:

Agile Content S.A.
Cristian Grau, CFO/IR
Email: [e-mail]
Phone: [phone]

Edgeware AB (publ)
Erik Hallberg, board member
Email: [e-mail]
Phone: [phone]

Information is also available at Agile Content's website, https://ir.agilecontent.com (https://eur04.safelinks.protection.outlook.com/?url=https%3A%2F%2Fir.agilecontent.com%2F&data=04%7C01%7CJohanna.Linnarsson%40setterwalls.se%7C2ac8e6a38e914887322208d87c480204%7C1ad2400e65af47f0bbbbd5ae78e92624%7C1%7C0%7C637395996009939835%7CUnknown%7CTWFpbGZsb3d8eyJWIjoiMC4wLjAwMDAiLCJQIjoiV2luMzIiLCJBTiI6Ik1haWwiLCJXVCI6Mn0%3D%7C1000&sdata=2a5tDVt0afasWuakX3jkqhZhSnaA3fWW7OGFjg%2FkTHg%3D&reserved=0).

Agile Content discloses the information provided herein pursuant to the Takeover Rules and the EU Market Abuse Regulation. This information was submitted for publication on 30 October 2020 at 07.30 a.m. CET.

Important information

This press release has been published in Swedish and English. In the event of any discrepancy in content between the two language versions, the Swedish version shall prevail.

The Offer is not being made, directly or indirectly, in or into Australia, Hong Kong, Japan, New Zealand, South Africa or the United States by use of mail or any other communication means or instrumentality (including, without limitation, facsimile transmission, electronic mail, telex, telephone and the Internet) of interstate or foreign commerce, or of any facility of national securities exchange or other trading venue, of Australia, Hong Kong, Japan, New Zealand, South Africa or the United States, and the Offer cannot be accepted by any such use or by such means, instrumentality or facility of, in or from, Australia, Hong Kong, Japan, New Zealand, South Africa or the United States. Accordingly, this press release or any documentation relating to the Offer are not being and should not be sent, mailed or otherwise distributed or forwarded in or into Australia, Hong Kong, Japan, New Zealand, South Africa or the United States.

This press release is not being, and must not be, sent to shareholders with registered addresses in Australia, Hong Kong, Japan, New Zealand, South Africa or the United States. Banks, brokers, dealers and other nominees holding shares for persons in Australia, Hong Kong, Japan, New Zealand, South Africa or the United States must not forward this press release or any other document received in connection with the Offer to such persons.

The Offer, the information and documents contained in this press release are not being made and have not been approved by an authorized person for the purposes of section 21 of the UK Financial Services and Markets Act 2000 (the "FSMA"). Accordingly, the information and documents contained in this press release are not being distributed to, and must not be passed on to, the general public in the United Kingdom. The communication of the information and documents contained in this press release is exempt from the restriction on financial promotions under section 21 of the FSMA on the basis that it is a communication by or on behalf of a body corporate which relates to a transaction to acquire day to day control of the affairs of a body corporate; or to acquire 50 per cent or more of the voting shares in a body corporate, within article 62 of the UK Financial Services and Markets Act 2000 (Financial Promotion) Order 2005.

Statements in this press release relating to future status or circumstances, including statements regarding future performance, growth and other trend projections and other benefits of the Offer, are forward-looking statements. These statements may generally, but not always, be identified by the use of words such as "anticipates", "intends", "expects", "believes", or similar expressions. By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future. There can be no assurance that actual results will not differ materially from those expressed or implied by these forward-looking statements due to many factors, many of which are outside the control of Agile Content. Any such forward-looking statements speak only as of the date on which they are made and Agile Content has no obligation (and undertakes no such obligation) to update or revise any of them, whether as a result of new information, future events or otherwise, except for in accordance with applicable laws and regulations.

 

[1] As a consequence of Amadeus EII LP, Amadeus III, Amadeus III Affiliates Fund LP and Volador AB's undertakings to accept the Offer (see "Support by major shareholders of Edgeware" below), neither Michael Ruffolo nor Rickard Blomqvist have participated in the Board of Directors of Edgeware's evaluation of, or decisions regarding, the Offer.

[2] As a consequence of Amadeus EII LP, Amadeus III, Amadeus III Affiliates Fund LP and Volador AB's undertakings to accept the Offer (see "Support by major shareholders of Edgeware" below), neither Michael Ruffolo nor Rickard Blomqvist have participated in the Board of Directors of Edgeware's evaluation of, or decisions regarding, the Offer.

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