BOARD RECOMMENDS VOLUNTARY CASH OFFER FROM AKKA TO ACQUIRE ALL SHARES IN DATA RESPONS
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BOARD RECOMMENDS VOLUNTARY CASH OFFER FROM AKKA TO ACQUIRE ALL SHARES IN DATA RESPONS
- Voluntary cash offer (the “Offer”) for all outstanding shares in Data Respons ASA (“Data Respons”; OSE: DAT) of NOK 48.00 per share from AKKA Technologies SE (“AKKA”, the “Offeror”), valuing the total share capital of Data Respons at approximately NOK 3.7 billion on a fully diluted basis.
- Shareholders representing approximately 43% of the shares have given pre-acceptances to the Offer, subject to customary conditions.
- The Board of Directors of Data Respons unanimously recommends the Offer.
Oslo, 19 December 2019. AKKA Technologies SE (“AKKA”, the “Offeror”) and Data Respons ASA (“Data Respons”; OSE: DAT) today announced that AKKA will offer to acquire all of the shares of Data Respons through a voluntary cash offer of NOK 48.00 per share. The Board of Directors of Data Respons has unanimously decided to recommend the shareholders of Data Respons to accept the Offer. The recommendation is supported by an independent fairness opinion provided by Handelsbanken. Data Respons is listed on the Oslo Stock Exchange and AKKA is listed on Euronext Paris and Euronext Brussels.
At the time of this announcement, shareholders representing approximately 43% of the total share capital of Data Respons have already given their pre-acceptances to the Offer, subject to customary conditions. This includes pre-acceptances from each of the members of the Board of Directors and executive management holding shares in Data Respons, which represent approximately 7% of Data Respons’ issued share capital.
AKKA and Data Respons have entered into a transaction agreement (the “Transaction Agreement”) regarding acquisition of Data Respons by the Offeror. Under the terms of the agreement, the Offeror will put forward a recommended voluntary cash offer (the “Offer”) pursuant to the Norwegian Securities Trading Act for all of the shares of Data Respons.
Kenneth Ragnvaldsen, CEO of Data Respons said: “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 the passion for innovation as AKKA. This transaction can 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.”
Mauro Ricci, Founder, Chairman and CEO of AKKA, commented: “This project is a true game changer as we will create Europe’s largest digital Industrial Internet of Thing (IIOT) powerhouse.” The combined capability will add power and expertise in digital, communication, connectivity, cloud and engineering. It will transform AKKA’s leadership in connected products for the mobility sector and IoT systems for Digital manufacturing with technologies such as IIoT, embedded JAVA, and the fast-growing Electronic Control Units (ECU) for the mobility sector. “Data Respons’ full front-end and back-end software development capabilities along with embedded software & connectivity solutions will considerably boost AKKA’s digital strategy and generate considerable commercial synergies”, Mauro Ricci concluded.
Erik Langaker, Chairman of Data Respons’ Board of Directors stated: “Following several years of outstanding performance by our management team and organization, we believe that this transaction offer 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.”
About the Offer
The consideration offered will be NOK 48.00 per Data Respons share (the "Offer Price"). The Offer Price represents a premium of approximately 20% to the closing price of Data Respons on 18 December 2019. It represents a premium of approximately 29% and 34% to the 3-month and 6-month volume weighted average share price of Data Respons for the period ending on 18 December 2019, respectively.
The Offer values the total share capital of Data Respons at approximately NOK 3.7 billion on a fully diluted basis.
The Offer will be subject to customary closing conditions for Norwegian takeovers, including but not limited to the following conditions:
(i) A minimum, waivable, acceptance level of 90% of the issued and outstanding share capital of Data Respons; and
(ii) Regulatory clearance from the German Federal Cartel Office for completion of the Offer.
The Offeror intends to do the filing early January 2020 and to run the first phase of the clearance process (expected to be four weeks) in parallel with the acceptance period. Although a different scenario cannot be ruled out, the Offeror's initial assessment is that clearance may be expected during the first phase. In the event the German Federal Cartel Office initiates a second phase clearance procedure, in addition to the Offer Price, the Offeror will pay interest on the Offer Price equal to 2% pro annum from such date that it becomes evident that the German Federal Cartel Office initiates a phase 2 clearance procedure to and including the earlier of; (i) the date settlement takes place, or (ii) the date falling three months after such date that the German Federal Cartel Office initiates a phase 2 Clearance procedure. The Offeror will not pay interest compensation in the event that the Offer is not completed
The Offer will be financed by cash at hand and drawdown of existing debt arrangements. The Offer will not contain any conditions as to financing or due diligence.
The complete details of the Offer, including all terms and conditions, will be contained in an offer document (the “Offer Document”) to be sent to Data Respons’ shareholders following review and approval by the Oslo Stock Exchange pursuant to Chapter 6 of the Norwegian Securities Trading Act. The offer period is expected to start mid-January and is expected to be four weeks from the date of approval of the Offer Document, subject to extension by AKKA. The Offeror must publicly announce that the conditions for closing of the Offer have been met or waived at the latest 16:30 CET on 31 May 2020. Shareholders are urged to read the Offer Document when it is available as it will contain important information, including the unanimous recommendation from the Board of Directors of Data Respons.
As part of the Transaction Agreement with AKKA and subject to customary conditions, Data Respons has entered into undertakings to only amend or withdraw its recommendation of the Offer if a competing offer is made, and the Board of Directors of Data Respons, acting in good faith and taking into account all aspects of such offer, considers it to be more favourable to the shareholders of Data Respons, and the Offeror has not matched the superior offer within five business days. In the event that the Board of Directors of Data Respons receives a superior competing offer less than seven business days before the expiry of the acceptance period in the Offer, then the Board of Directors of Data Respons shall not be under an obligation to permit the Offeror to amend the Offer unless the acceptance period in the Offer is extended with a minimum two Business Days after the later of the expiry of the mentioned matching five business days period and the prevailing acceptance period. Withdrawal, amendment or qualification of the recommendation from the Board of Directors of Data Respons will trigger an obligation for Data Respons to pay a break fee of NOK 10 million to the Offeror if the Offer is not completed. As part of the Transaction Agreement, Data Respons has also undertaken not to, and to procure that none of its directors or executive management, inter alia solicit or initiate offers from third parties or, subject to customary exceptions and the fiduciary duty of the board of directors of Data Respons, engage in discussions or negotiations with any person that constitutes, or could lead to a competing offer provided that if Data Respons is approached by an unsolicited bona fide third party in relation to a possible competing offer, then Data Respons is entitled to enter into discussions with such third party and provide it with due diligence information, in accordance with the fiduciary duties of the board of directors of Data Respons.
This notification does not in itself constitute an offer. The Offer will only be made on the basis of a formal offer document and can only be accepted pursuant to the terms of such document. The Offer will not be made in any jurisdiction in which the making of the Offer would not be in compliance with the laws of such jurisdiction.
AKKA intends to make a compulsory acquisition of the remaining shares in Data Respons upon acquiring more than 90% of the shares in Data Respons under the Offer. Further, subject to the outcome of the Offer, AKKA intends to propose to the general meeting of Data Respons that an application is filed with the Oslo Stock Exchange to de-list the shares from the Oslo Stock Exchange.
Data Respons will engage an independent third party to provide the formal statement about the Offer to be issued in accordance with section 6-16 (1) c.f. 6-19 (1) of the Norwegian Securities Trading Act.
J.P. Morgan Securities Plc is acting as financial adviser to AKKA 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 AKKA in connection with the Offer.
ABG Sundal Collier ASA is acting as financial adviser and Advokatfirmaet CLP DA is acting as Norwegian legal adviser to Data Respons.
For further information, please contact:
Dov Levy: + 32(0) 2 712 61 24
VP Investor Relations of AKKA
Markus Leutert: + 32(0) 4 96 26 27 55
Group Head of Communications or AKKA
Kenneth Ragnvaldsen: +47 913 90 918
CEO of Data Respons
Rune Wahl: +47 950 36 046
CFO of Data Respons
Sebastian Eidem: +47 93 22 39 64
Chief Communication Officer of Data Respons
AKKA is the European leader in engineering consulting and R&D services in the mobility segment. 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 is listed on Euronext Paris and Brussels – Segment A – ISIN code: FR0004180537.
For more information, please visit www.AKKA-technologies.com.
About Data Respons
Data Respons is a full-service, independent technology company and a leading player in the IoT, Industrial digitalisation and the embedded solutions market. The Company provides R&D services and embedded solutions to OEM companies, system integrators and vertical product suppliers in a range of market segments such as Medical, Industry Automation, Smart grid/Smart home, Bank and Insurance, Automotive, Defence, Maritime, Energy and Telecommunications.
Data Respons is listed on the Oslo Stock Exchange and is part of the information technology index. The group employs more than 1,000 people across its offices in Norway, Sweden, Denmark, Germany and Taiwan, and recorded revenues of approximately NOK 1.5bn in 2018. For more information, please visit Data Respons.com.
The Offer and the distribution of this announcement and other information in connection with the Offer may be restricted by law in certain jurisdictions. AKKA assume 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.
THE OFFER WILL NOT BE MADE IN ANY JURISDICTION IN WHICH MAKING OF THE OFFER WOULD NOT BE IN COMPLIANCE WITH THE LAWS OF SUCH JURISDICITON. THIS ANNOUNCEMENT DOES NOT IN ITSELF CONSTITUTE AND OFFER. THE OFFER WILL ONLY BE MADE ON THE BASIS OF THE OFFER DOCUMENT AND CAN ONLY BE ACCEPTED PURSUANT TO THE TERMS OF SUCH DOCUMENT.
The Offer is subject to disclosure and procedural requirements of the Kingdom of Norway which are different from those in the United States. In addition, the payment and settlement procedures with respect to the Offer will comply with the relevant Norwegian rules, which differ from United States payment and settlement procedures.
This information is subject to the disclosure requirements of Data Respons pursuant to section 5 -12 of the Norwegian Securities Trading Act.