Vertiseit AB (OM:VERT B) announces a public offer to acquire MultiQ International AB (OM:MULQ) from Mikrolund Holding AB, Mejvik Consulting AB, Grenspecialisten AB and others for approximately SEK 230 million.
January 10, 2022
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Vertiseit AB (publ) (OM:VERT B) announces a public offer to acquire MultiQ International AB (publ) (OM:MULQ) from Mikrolund Holding AB, Mejvik Consulting AB, Grenspecialisten AB and others for approximately SEK 230 million on January 10, 2022. Under the terms, Vertiseit will pay SEK 12,500 in cash and 100 class B shares in Vertiseit for each full block of 10,000 shares in MultiQ; or 413 class B shares in Vertiseit for each full block of 10,000 shares in MultiQ; or SEK 1.60 in cash for each share in MultiQ. For blocks of less than 10,000 shares in MultiQ and excess shares in addition to full blocks of 10,000 shares in MultiQ, SEK 1.60 is offered in cash for each share in MultiQ. Vertiseit will issue a minimum of 1.1 million and a maximum of 3.8 class B shares as Consideration Shares in the Offer. The Offer is otherwise financed through available funds and an acquisition credit facility on customary terms and conditions. Consequently, the Offer is not conditional upon obtaining financing. Vertiseit intends to commence a compulsory buy-out procedure if it becomes the owner of shares corresponding to more than 90% shares in MultiQ.
Transaction is subject to minimum acceptance of 80% stake and approval by shareholders of Vertiseit. The acceptance period for the Offer will commence around April 6, 2022 and expire around April 27, 2022. Bengt-Arne Molin and Jonathan Nilsson have formed a bid committee that will represent the company in connection with the Offer. Vertiseit intends to commence a compulsory buy-out procedure in accordance with the Swedish Companies Act. In connection with such compulsory buy out procedure, Vertiseit intends to promote a delisting of the shares in MultiQ from Nasdaq Stockholm. On January 11, 2022, Vertiseit acquired 6,921,799 shares in MultiQ. An additional acquisition of 6,756,309 shares on January 20, 2022. Vertiseit, since the Offer was announced on January 10, 2022, has acquired a total of 18,522,893 shares corresponding to approximately 15.03% stake in MultiQ International AB. A prospectus and an offer document regarding the Offer has been approved and registered by the Swedish Financial Supervisory Authority. Vertiseit holds a total of 36,969,288 shares in MultiQ, and together with the binding commitments for acceptance of the Offer received from three of the largest shareholders in MultiQ, this corresponds to a holding of approximately 76.59 percent of the total number of shares and votes in MultiQ.
Vertiseit has engaged Redeye AB as financial adviser, Wistrand Advokatbyrå as legal adviser as well as Aktieinvest FK AB as issuer agent in connection with the Offer.
Vertiseit AB (publ) is a Sweden-based technology company. It provides proprietary digital solutions to the retail industry with a focus on customers in the trade and service sectors, particularly on the in store customer experience. It operates through three business areas: SaaS (software as a service), Agency and Systems. The SaaS area covers licensing of the Company's software platform, monitoring, maintenance and support services, among others. The Agency area offers a range of customizable services, including strategy, concept, project management, content, design, development and system integration, among others. The System area offers both infrastructure and technology, such as displays, media players and other technical equipment and configuration in addition to feasibility study, installation, documentation, maintenance and exchange services, among others. The Company operates with its subsidiary globally.