Data Respons acquisition: Approved offer document and launch of recommended voluntary offer.
AKKA launches a recommended voluntary cash offer on Data Respons ASA at NOK 48 per share
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Brussels, Belgium and Oslo, Norway – 13 January 2020. Following the announcement on 19 December 2019 to acquire Data Respons, AKKA Technologies SE, European leader in digital engineering consulting and R&D services today launches a recommended voluntary cash offer for all of Data Respons’ outstanding shares against a settlement in cash of NOK 48.00 per share.
Reference is made to the approval by the Oslo Stock Exchange of the offer document dated 10 January 2020 (the “Offer Document”) prepared in connection with the Offer.
The shareholders of Data Respons can tender their shares at the conditions of the voluntary recommended offer between January 13th and February 10th 2020.
Erik Langaker, chairman in Data Respons Board of Directors stated: “Following several years of outstanding performance by our management team and organization, we believe that this transaction offers very good value for all shareholders. I am confident of the strong strategic fit, and that AKKA will appreciate the unique culture built by Kenneth and the team over many years. The full Board is of the opinion that a combined group represents great opportunities for both employees and existing customers.”
Kenneth Ragnvaldsen, Data Respons’ CEO added: “The proposed acquisition of Data Respons, by AKKA, gives our team an increased potential for development and the two companies are definitively a good strategic match. We share the same values as well as a passion for innovation, as do AKKA. This transaction will create value for our customers and is an outstanding opportunity to showcase the talent of our fantastic employees, which is the heart, soul and value of our company.”
- The Board of Directors of Data Respons unanimously recommends the Offer, which values the total share capital of Data Respons at approximately NOK 3.7 billion on a fully diluted basis and represents a premium of approximately 20% to the closing price of Data Respons on 18 December 2019, and a premium of 29% and 34% over the 3 and 6-month volume-weighted average share price, respectively.
- Shareholders representing approximately 43% of the shares have given pre-acceptances to the Offer, subject to customary conditions. The complete terms and conditions for the Offer, including procedures for how to accept the Offer and detailed information regarding settlement, are set out in the Offer Document.
- The Offer period commences today Monday 13 January 2020 until Monday 10 February 2020 at 16:30 hours (CET). The Offeror may in its sole discretion extend the offer period (one or several times), but the offer period will in no event be extended beyond 23 March 2020 at 16:30 hours (CET).
The Offer Document, containing the full terms and conditions of the Offer will, subject to regulatory restrictions in certain jurisdictions, be sent today, 13 January 2020, to all shareholders in Data Respons whose address appears in Data Respons share register in the Norwegian Central Securities Depositary (VPS) as per end of 10 January 2020.
As further detailed and specified in the Offer Document, the completion of the Offer will be subject to certain conditions being satisfied or waived by the Offeror (acting in its sole discretion).
The Offer Document is, subject to regulatory restrictions in certain jurisdictions, available at www.dnb.no/emisjoner/, as well as on the homepages of AKKA’s at www.akka-technologies.com/investors/ and Data Respons www.datarespons.com.
BACKGROUND TO THE OFFER
- AKKA has been developing its digital solutions portfolio organically and through several targeted acquisitions over the past years, particularly in the mobility sector (Auronik, Erlkönig, Gigatronik);
- Through the contemplated acquisition of Data Respons, AKKA continues to structure and reinforce its digital expertise;
- The transaction will create Europe’s largest digital solutions powerhouse able to address the high-volume and fast-paced growth in the digital market, driven by disruption in the mobility sector and other industry verticals. Data Respons’ core technologies include IoT, 5G, AI, embedded software, cloud and mobile services, which are key in enabling future mobility infrastructures in high demand by customers;
- In line with its CLEAR 2022 targets, the operation will allow AKKA to accelerate its leadership in the fast-growing global digital market and will shift AKKA revenues predominantly towards digital.
Mauro Ricci, Chairman and Chief Executive Officer of AKKA, commented: “This project is a true game changer in a data driven world. We will create Europe’s largest and most comprehensive digital solutions powerhouse for the fast-growing mobility market. This is the result of our continued investment in AKKA’s expertise and adds considerable power to create value for our clients with solutions in digital, software, connectivity, cloud and engineering. The combined expertise and size will allow us to leverage a comprehensive software portfolio towards capturing larger contract volumes in major Nordic and German markets in particular, where Data Respons has already overcome barriers to entry and developed strategic positions. At the end of the day, the underlying strength of this deal is that both companies share the same entrepreneurial values and a common vision.”
Important Information about this release
The Offer Document contains further details regarding the Offer, and the Data Respons shareholders are advised to review the Offer Document in detail. The Offer and the distribution of this announcement and other information in connection with the Offer may be restricted by law in certain jurisdictions and the Offer is not made in any jurisdiction where the making of the Offer would not be in compliance with the laws of such jurisdiction. The Offeror assumes no responsibility in the event there is a violation by any person of such restrictions. Persons into whose possession this announcement or such other information should come are required to inform themselves about and to observe any such restrictions. This announcement does not in itself constitute an offer. The Offer is made in the Offer Document and can only be accepted pursuant to the terms of such document.
J.P. Morgan Securities Plc is acting as financial adviser to the Offeror and DNB Markets, a part of DNB Bank ASA, is acting as domestic financial advisor and receiving agent. Advokatfirmaet Thommessen AS is the Norwegian legal adviser to the Offeror in connection with the Offer.
All documents relating to this operation will be posted on AKKA’s Investor Relations website at https://www.akka-technologies.com/investors/
Upcoming events on AKKA’s Financial Calendar:
Full-year 2019 revenue: Thursday, 6 February 2020
Full-year 2019 results: Tuesday, 17 March 2020
In case of discrepancies between the French and English versions of the press release, only the English version shall be deemed valid.
AKKA is the European leader in digital engineering consulting and R&D services in the mobility segment. The company has developed its solutions portfolio with numerous investments over the years towards structuring its digital solutions portfolio. As an innovation accelerator for its clients, AKKA supports leading industry players in the automotive, aerospace, rail and life sciences sectors throughout the life cycle of their products with cutting edge digital technologies (AI, ADAS, IoT, Big Data, robotics, embedded computing, machine learning, etc.).
Founded in 1984, AKKA has a strong entrepreneurial culture and is pursuing its fast-paced growth and international development in line with its CLEAR 2022 strategic plan. With approximately 21,000 employees, who are passionate about technology and dedicated to advancing the future of industry, the Group recorded revenues of €1.5 billion in 2018.
AKKA Technologies is listed on Euronext Paris and Brussels – Segment A – ISIN code: FR0004180537.
For more information, please visit www.akka-technologies.com
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About Data Respons
Data Respons is a pure-play digital leader with an in-depth expertise in software development, R&D services, advanced embedded systems and IoT solutions. The company is headquartered in Oslo (Norway) and has a strong portfolio of clients in the Nordic region and in Germany, supported by 1,400 software & digital specialists. Data Respons displays a strong financial profile, with organic growth above 10% and EBITA margin of ca. 11.9% expected for 2019 (as per consensus).
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