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Recommended Voluntary Cash Offer to Acquire all Shares in LINK Mobility Group ASA by Victory Partners VIII Norway AS

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Recommended Voluntary Cash Offer to Acquire all Shares in LINK Mobility Group ASA by Victory Partners VIII Norway AS

• Voluntary cash offer at NOK 225.0 per issued and outstanding share (“Shares”) in LINK Mobility Group ASA (“LINK Mobility” or the “Company”), valuing the total share capital of LINK Mobility at approximately NOK 3,396 million.
• Premium of 27.4% over the closing price of the shares on June 29th, 2018 and 44.5%, 51.7%, and 71.5% over the volume weighted average price (“VWAP”) of the Company’s Shares for the three, six and twelve month periods prior to this announcement, respectively.
• The Board of Directors of LINK Mobility unanimously recommends the voluntary cash offer.
• Offer to be made by Victory Partners VIII Norway AS (the “Offeror”), a company which will be indirectly owned by funds managed by ABRY Partners II, LLC (“Abry”) and certain members of management and shareholders of the Company (the “Management Investors”).
• Combined, including shares held by the Management Investors and pre-acceptances from shareholders, a total of approximately 54% of the issued share capital of LINK Mobility has committed to sell their Shares to the Offeror.

The Offeror and Link Mobility today announced that they had entered into a transaction agreement (the “Transaction Agreement”), whereby the Offeror on certain conditions will launch a recommended voluntary cash offer (the “Offer”) to acquire the entire issued share capital of LINK Mobility for NOK 225.0 per share (the “Offer Price”). This values the total issued and outstanding share capital of LINK Mobility at approximately NOK 3,396 million. The Board of Directors of LINK Mobility unanimously recommends that the Company’ shareholders accept the Offer. Shares tendered in the Offer will be settled in cash.

Abry is a private equity firm with a broad and international experience from investing in the media, communications, business and information services industry in North America and Europe. Currently, Abry manages over USD 5bn of capital in its active funds.

“Abry is impressed by the market position LINK Mobility has created through a combination of organic growth and acquisitions, creating a leading player in the European market. Abry believes its broad experience and strong track record investing in similar businesses will help drive continued growth for LINK Mobility, supported by continued development of the Company’s geographical footprint and execution of accretive M&A opportunities”, says Rob Nicewicz of Abry Partners.

“This is a natural next step for LINK Mobility in order to develop the company further. During our almost five years as a listed company, we have grown the company significantly and provided our shareholders with attractive returns. Building on the position that we have built, Abry will be well positioned to take the company further through its extensive experience and track record of developing communication and business services companies. This offer is positive for LINK Mobility and its stakeholders”, says Jens Rugseth, Chairman of the Board of Directors of LINK Mobility.

ArildHustad, CEO of LINK Mobility, adds, “LINK Mobility has become one of Europe’s leading and fastest growing companies within our industry. Our market position and operational scale form an excellent foundation to leverage on. At this stage we are eager to level up and compete on a grander and global scale. We believe Abry can help us achieve this and are looking forward to our partnership.”

The Offer Price represents a premium of 27.4% over the closing price of the Shares on June 29th 2018, and 44.5%, 51.7%, and 71.5% over the volume weighted average price (“VWAP”) of the Company’s Shares for the three, six and twelve month periods prior to the date of this announcement, respectively.

As of the date of this Offer Document, the Offeror owns no Shares in the Company and has not previously acquired or paid for Shares in the Company.

The Offeror, the Offeror’s holding company, Abry and the Management Investors have entered into an investment agreement (the “Investment Agreement”) whereby they have agreed to make the Offer for all the Shares in the Company through an indirect joint ownership in the Offeror. The Management Investors comprise Jens Rugseth, Rune Syversen, Søren Sundahl and Arild Hustad (or companies controlled by these). Subject to completion of the Offer, the Management Investors will transfer in aggregate 2,225,464 Shares in the Company to the Offeror at the Offer Price in exchange for shares in the Offeror’s holding company. The Shares to be exchanged by the Management Investors for shares in the holding company of the Offeror represent approximately 14.7% of the Company’s Shares. Pursuant to the Investment Agreement, the Management Investors will further irrevocably tender their remaining Shares in the Company (and any further Shares they may own or acquire) in the Offer at the Offer Price.

Other shareholders representing approximately 24.4% of the total share capital of LINK Mobility have already given their pre-acceptances to the Offer, subject to customary conditions. Combined, including shares held by the Management Investors and pre-acceptances from shareholders, a total of approximately 54.0% of the issued share capital of LINK Mobility has therefore committed to sell their Shares to the Offeror.

Terms and conditions of the Offer

Subject to customary conditions, including approval of an offer document (the “Offer Document”) for the Offer and no breach of the Transaction Agreement, the Offeror shall make the Offer to acquire the entire issued and outstanding share capital of LINK Mobility at the Offer Price. The complete details of the Offer, including all terms and conditions, will be included in the Offer Document complying with the requirements of the Norwegian Securities Trading Act and expected to be distributed to the LINK Mobility shareholders shortly, following approval by Oslo Børs. The offer period is expected to be at least 3 weeks from the date of approval of the Offer Document, subject to extension by the Offeror.

As will be further detailed in the Offer Document for the Offer, the completion of the Offer is subject to satisfaction or waiver by the Offeror at its sole discretion of the following conditions on or before 3 December 2018:

(i) The Offer shall at or prior to the expiration of the acceptance period for the Offer have been validly accepted by shareholders of LINK representing (when taken together with any Shares acquired or legally binding agreements to be acquired by the Offeror other than through the Offer) more than 90% of the issued and outstanding share capital and voting rights of LINK Mobility on a fully diluted basis.
(ii) Any necessary regulatory approvals shall have been duly obtained without any conditions and that any applicable waiting periods having expired or lapsed.
(iii) No material adverse effect shall have occurred.
(iv) The Company and its subsidiaries shall carry on its business in accordance with its ordinary course of business.
(v) The Board of Directors of LINK Mobility shall not have qualified, amended or withdrawn the board recommendation of the Offer.
(vi) No court or other governmental, regulatory authority, shall have taken any form of legal action that materially affects, or prevents the completion of, the Offer.
(vii) No material breach of the Transaction Agreement.

The Offer will not be subject to any financing or due diligence condition.

The recommendation from the independent members of the Board of Directors of LINK Mobility will be included in the Offer Document and is attached hereto. The recommendation from the Board of Directors of LINK Mobility is not a formal statement made pursuant to sections 6-16 and 6-19 of the Norwegian Securities Trading Act. LINK Mobility has in consultation with Oslo Børs engaged Sparebank 1 Markets AS as 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.

The Board of Directors of LINK Mobility has the right to withdraw its recommendation of the Offer in the event a bona fide superior competing offer is made that is not matched by the Offeror within five business days after the Offeror received notice thereof. As part of the Transaction Agreement with the Offeror and subject to customary exceptions, LINK Mobility has entered into undertakings not to solicit competing offers from third parties. If the Board of Directors withdraws, qualifies or amends its recommendation, LINK Mobility shall pay an amount equal to the Offeror’s reasonable and documented third party costs for the Offer.

The Offeror intends to make a compulsory acquisition of the remaining Shares in LINK Mobility upon acquiring more than 90% of the Shares in LINK Mobility under the Offer. Further, subject to the outcome of the Offer, the Offeror intends to propose to the general meeting of LINK Mobility that an application is filed with Oslo Børs to de-list the Shares from Oslo Børs.

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. This notification does not in itself constitute an 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.

Skandinaviska Enskilda Banken AB (publ), Oslo Branch is acting as financial advisor to Victory Partners VIII Norway AS in connection with the Offer. Advokatfirmaet BAHR, DLA Piper and Paul Hastings are acting as legal advisors to Victory Partners VIII Norway AS. ABG Sundal Collier ASA is acting as financial advisor and Aabø-Evensen& Co Advokatfirma AS is acting as legal advisor to LINK Mobility.

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Exclusive: Portugal sees green hydrogen output by end-2022, $12 billion in investment lined up

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Exclusive: Portugal sees green hydrogen output by end-2022, $12 billion in investment lined up 1

By Sergio Goncalves

LISBON (Reuters) – Portugal will start producing green hydrogen by the end of 2022 and already has private investment worth around 10 billion euros ($12 billion) lined up for eight projects that are expected to move forward, Environment Minister Joao Matos Fernandes said.

He told Reuters in a telephone interview there were also several “pre-contracts for the purchase and assembly of electrolysers” to produce the zero-carbon fuel made by electrolysis out of water using renewable wind and solar energy.

Such hydrogen is more expensive to extract than the heavily polluting conventional method of using heat and chemical reactions to release hydrogen from coal or natural gas, known as brown and grey hydrogen respectively.

Hydrogen is now mostly used in the oil refining industry and to produce ammonia fertilisers, but sectors such as steelmaking, transportation and chemicals are beginning to develop large-scale hydrogen applications to gradually replace fossil fuels as countries try to reduce pollution.

The European Commission has mapped out a plan to scale up green hydrogen projects across polluting sectors to meet a net zero emissions goal by 2050 and become a leader in a market analysts expect to be worth $1.2 trillion by that date.

“By the end of 2022, there will certainly be green hydrogen production in Portugal,” Matos Fernandes said. “Green hydrogen will, over time, allow Portugal to completely change its paradigm and become an energy exporting country.”

He said seven groups had submitted applications under Europe’s IPCEI scheme for common-interest projects to make part of a planned export-oriented “hydrogen cluster” near the port of Sines, from where hydrogen could be shipped to Rotterdam. Total investment there is estimated at some 7 billion euros.

A consortium including Portugal’s main utility EDP, oil company Galp, world’s largest wind turbine maker Vestas, among others, is behind one of the projects.

In Estarreja in north Portugal, local firm Bondalti Chemicals aims to invest 2.4 billion euros in a hydrogen plant.

Altogether, these envisage an installed capacity of over 1,000 megawatts (MW).

Matos Fernandes said Portugal was also negotiating with Spain the construction of a pipeline for renewable gases, including hydrogen, from Sines to France, crossing Spain.

LITHIUM PLANS

Spain and Portugal also want to develop an ambitious cross-border lithium project taking advantage of the geographical proximity of their lithium deposits and aiming to cover the entire value chain from mining to refining, cell and battery manufacturing to battery recycling, he said.

Portugal is already a large producer of low-grade lithium mainly for the ceramics industry, but is preparing to make higher-grade metal used in electric car batteries.

A much-awaited licensing tender for lithium-bearing areas that has been delayed by the COVID-19 pandemic should take place by the year-end, Matos Fernandes said.

He promised the tender would address environmental concerns by local communities and there would be no lithium mining “at any cost”.

The minister also said Portugal would use its six-month presidency of the Council of the European Union to finalise a landmark law that would make the bloc’s climate targets irreversible and speed up emissions cuts this decade, expecting it to be approved in the first half of 2021.

(Reporting by Sergio Goncalves; Editing by Andrei Khalip and David Evans)

 

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Under fire in EU, AstraZeneca CEO says ‘hopefully’ will meet vaccine supply goals

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Under fire in EU, AstraZeneca CEO says 'hopefully' will meet vaccine supply goals 2

BRUSSELS (Reuters) – AstraZeneca boss Pascal Soriot said on Thursday he hoped to meet the European Union’s expectations on the number of COVID-19 vaccines the company can deliver to the bloc in the second quarter, after big cuts in the first three months of the year.

The Anglo-Swedish drugmaker has been under fire in the EU for its delayed supplies of shots to the 27-nation bloc, which ordered 300 million doses by the end of June.

“We are working 24/7 to improve delivery and hopefully catch up to the expectations for Q2,” Soriot told EU lawmakers in a public hearing.

Under its contract with the EU, the company has committed to delivering 180 million doses in the second quarter.

Soriot did not mention the 180 million target, but said he was confident the company will be able to increase production in the second quarter using factories outside the EU that had no production problems, including in the United States.

He confirmed the company was trying to get 40 million doses of the COVID-19 vaccine to the EU by the end of March, which is less than half the amount it promised for the quarter in its contract.

The EU, which has fallen far behind the United States and former member Britain in vaccinating its public, has repeatedly urged the firm to deliver more.

Lower-than-expected yields – the amount of vaccine that can be produced from base ingredients – at its factories hurt output in the first three months.

Asked about supplies to Britain, which relies on the same factories used by the EU, Soriot said the former EU member with a population of around 66 million was smaller, and noted that most doses produced in the EU were used to serve the EU which has a population of about 450 million.

Executives from rival drugmakers that have developed or are testing COVID-19 vaccines, including Moderna Inc and CureVac NV were also part of the panel.

But most questions were directed at Soriot amid anger that the company has failed to deliver promised vaccine quantities to the bloc on schedule.

Moderna Chief Executive Officer Stephane Bancel said the company has experienced fluctuations as the U.S. biotech group ramps up output of its COVID-19 vaccine.

He said usually a company would stockpile product ahead of a launch, but it is shipping every dose it makes, leaving it without any spare inventory.

His comments came a day after the company increased its output target for this year and 2022 as it invests in additional manufacturing capacity.

(Reporting by Josephine Mason in London and Francesco Guarascio in Brussels; Editing by Susan Fenton, Bill Berkrot and Keith Weir)

 

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Shift to sun, ski and suburbs gives Airbnb advantage over hotels

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Shift to sun, ski and suburbs gives Airbnb advantage over hotels 3

By Ankit Ajmera

(Reuters) – Airbnb’s quarterly results are likely to show the pandemic may have helped the home rental company lure leisure travelers away from big hotels during the global travel collapse of 2020.

Weary of being locked up in their homes for months, travelers hit the road and booked homes and cottages on Airbnb, while avoiding flights and downtown hotels, analysts said.

Airbnb accounted for 18% of the total U.S. lodging revenue in 2020, up from 11.5% in 2019, data from hotel analytics provider STR and vacation rental data company AirDNA showed.

It outperformed the hotel industry and online travel agents such as Expedia and Booking.com thanks to its greater offer of ‘sun, ski, and suburban’ rental homes, Cowen & Co analysts said.

Shift to sun, ski and suburbs gives Airbnb advantage over hotels 4

(Graphic: Airbnb grabs bigger share of U.S. lodging market in pandemic: https://graphics.reuters.com/AIRBNB-RESULTS/yxmpjxqdopr/chart.png)

For an interactive graphic, click here: https://tmsnrt.rs/3pPbQwH

THE CONTEXT

In 2019, about 90% of Airbnb’s bookings came from leisure travels compared with about 20%-30% for large hotels chains, including Marriott and Hilton, that rely on business travel to grow their profits.

“Unfortunately, the hotel operators do not have as much supply in locations where people are willing to travel,” said Jamie Lane, vice president of research at AirDNA.

Lane said with mass vaccinations later in the year, the share of alternative accommodations including Airbnb will drop before continuing to grow at 2%-3% per year once normal travel patterns return.

Shift to sun, ski and suburbs gives Airbnb advantage over hotels 5

(Graphic: Airbnb U.S. sales against top hotels: https://graphics.reuters.com/AIRBNB-RESULTS/gjnpwzkdbvw/chart.png)

For an interactive graphic, click here: https://tmsnrt.rs/3dPKvsd

THE FUNDAMENTALS

* The San Francisco-based company is expected to report gross bookings of $23.10 billion in 2020, down from about $38 billion a year earlier, according to the mean estimate of 12 analysts according to Refinitiv; gross bookings are seen rising by 50% in 2021.

* Analysts’ mean estimate for Airbnb’s full-year net loss is $3.52 billion, bigger than a loss of $674.3 million a year earlier. Full-year revenue is expected to drop 32% to $3.27 billion.

WALL STREET SENTIMENT

* Of 34 brokerages, 20 rate Airbnb’s stock “hold”, 12 “buy” or higher and two “sell” or lower

* Wall Street’s median 12-month price target for Airbnb is $156​, about 22% below its last closing price of $200.20.

* The company’s stock has nearly tripled since listing in December

Shift to sun, ski and suburbs gives Airbnb advantage over hotels 6

(Graphic: Airbnb’s stock has nearly tripled since debut: https://graphics.reuters.com/AIRBNB-RESULTS/jznpnoqrlvl/chart.png)

For an interactive graphic, click here: https://tmsnrt.rs/3dG2lOd

(Reporting by Ankit Ajmera in Bengaluru; Editing by Sweta Singh and Saumyadeb Chakrabarty)

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