Avalara, Inc. made a public tender offer to acquire remaining 86.3% stake in Pagero Group AB (publ) (OM:PAGERO) from Investering & Tryghed A/S and others for SEK 6.25 billion on January 12, 2024. The offer price per share is SEK 45. As of the date of this announcement, BidCo holds and controls 22,072,735 shares and votes in Pagero, corresponding to approximately 13.70% of all shares and votes in Pagero. The consideration payable in respect of the Offer is fully secured by a combination of funds available to BidCo by way of an equity commitment letter issued by Vista Equity Partners funds and cash on hand. If BidCo acquires more than 90% of the total number of shares in Pagero, BidCo intends to commence compulsory redemption to acquire all remaining shares in Pagero and to promote delisting of Pagero's shares from Nasdaq First North Growth Market. The independent bid committee of the board of directors of Pagero is expected to announce its opinion regarding the Offer no later than two weeks prior to the expiry of the acceptance period in the Offer. Completion of the Offer is conditional upon the Offer being accepted to such extent that BidCo becomes the owner of shares representing more than 90% of the total number of outstanding shares in Pagero, no other party announcing an offer to acquire shares in Pagero on terms that are more favorable to the shareholders of Pagero than the Offer; with respect to the Offer and completion of the acquisition of Pagero, receipt of all necessary regulatory, governmental or similar clearances, approvals, decisions and other actions from authorities or similar, including from competition authorities, in each case on terms which, in BidCo's opinion, are acceptable and Pagero not taking any action that is likely to impair the prerequisites for making or completing the Offer. The acceptance period in the Offer is expected to commence on or around January 16, 2024, and end on or around February 6, 2024.

The independent bid committee has retained Lazard as financial adviser and Cederquist as legal adviser. Goldman Sachs & Co. LLC is acting as sole financial advisor to Avalara, and Roschier Advokatbyrå AB and Kirkland & Ellis LLP are acting as legal advisors to BidCo, Avalara and Vista Equity Partners in connection with the Offer.

Avalara, Inc. cancelled the acquisition of remaining 86.3% stake in Pagero Group AB (publ) (OM:PAGERO) from Investering & Tryghed A/S and others on January 15, 2024. The independent bid committee of the Board of Directors of Pagero unanimously recommends the shareholders of Pagero not to accept the public offer made by Avalara, Inc.