This statement is made by the independent bid committee of the board of directors of Atvexa AB (publ) (the "Committee") ("the Company" or "Atvexa") in accordance with section II.19 of the Nasdaq Stockholm Takeover Rules (the "Takeover Rules").
On 11 July 2022, Peter Weiderman, Lars Brune, Sara Karlin and Katarina Sjögren (together the "Offeror Group"), through DeMina Skolintressenter AB ("DeMina"), made a public tender offer to acquire all shares in Atvexa for SEK 88 in cash per B-share (the "Offer"). The Offeror Group consists of the Company's founders Peter Weiderman, Lars Brune and Sara Karlin, respectively board members and chairman of the board of Atvexa, as well as former CEO Katarina Sjögren, who during the years 2012-2022 held senior positions in Atvexa. The Bidder Group has a combined holding in Atvexa corresponding to approximately 68.4 percent of the shares and approximately 94.5 percent of the votes. Peter Weiderman and Lars Brune jointly control all outstanding A-shares in the Company and the Offer is therefore limited to the B-shares not already owned by the Offeror Group.
The offer consideration corresponds to a premium of:
- approximately 42.9 per cent compared to the closing price of approximately SEK 61.60 for Atvexa's B-share on Nasdaq Stockholm on 8 July 2022, which was the last trading day prior to the announcement of the Offer;
- approximately 50.4 per cent compared to the volume weighted average price of approximately SEK 58.50 for Atvexa's B-share on Nasdaq Stockholm during the last week prior to the announcement of the Offer
- approximately 39.3 per cent compared to the volume weighted average price of approximately SEK 63.20 for Atvexa's B-share on Nasdaq Stockholm during the last month prior to the announcement of the Offer, and
- approximately 32.0 per cent compared to the volume-oriented average price of approximately SEK 66.70 for Atvexa's B-share on Nasdaq Stockholm during the last three months prior to the announcement of the Offer.
The acceptance period for the Offer is expected to commence on 12 July 2022 and to close on or about 9 August 2022.The expected date for the disclosure of proceeds is 16 August 2022.
Completion of the Offer is conditional upon, among other things, DeMina becoming the owner of shares which, together with the Offeror Group's holdings, represent more than 90 per cent. of the total number of outstanding shares in Atvexa, and the receipt of the necessary permits, approvals, decisions and other regulatory or similar actions.DeMina has reserved the right to waive these and other conditions to completion under the Offer.
The Committee has, at the written request of DeMina, permitted DeMina to conduct limited due diligence in connection with the preparation of the Offer. DeMina has not been provided with any inside information about Atvexa in connection with the review.
Humle Fonder, Tredje AP-fonden and Nordic Cross Asset Management, which together represent approximately 11.0 per cent. of all shares and approximately 1.9 per cent. of all votes in the Company, are in favour of the Offer and have expressed their intention to accept the Offer, but have not committed themselves by contract or otherwise to accept the Offer.
Board members Peter Weiderman, Lars Brune and Sara Karlin (Chairman) of Atvexa have not participated in the management and evaluation of the Offer by the Atvexa Board due to a conflict of interest through their participation in the Bidder Group. The Board has appointed the independent members of Atvexa's Board, Cecilia Daun Wennborg and Gunilla Öhman, to serve as the Bid Committee for the handling of Bid-related matters and for the evaluation of the Offer.
The Committee has engaged Lenner & Partners Corporate Finance AB as financial advisor and Cederquist as legal advisor in connection with the Offer. In accordance with Section III.3 of the Takeover Rules, the Committee has engaged Ernst & Young AB ("EY") to provide a fairness opinion in respect of the Offer in its capacity as an independent expert.
EY's valuation opinion is attached to this statement and has been based on the assumptions and considerations set out therein. EY will receive a fixed fee for the valuation engagement which is not dependent on the amount of the offer consideration, the level of participation in the Offer or the completion of the Offer.
The Committee's evaluation of the Offer
The Committee's opinion on the Offer is based on a number of factors that the Committee has considered relevant in relation to the evaluation of the Offer. These factors include, but are not limited to, the Company's current strategic and financial position, expected future performance and potential as well as related opportunities and risks.
The Committee has analysed the Offer using methods normally used in assessments of public takeover bids, including Atvexa's valuation relative to comparable listed companies, bid premiums in previous public takeover bids on Nasdaq Stockholm, stock market expectations of the Company's profitability and share price performance, and the Committee's expectations of Atvexa's long-term value performance based on expected future cash flows.
It is the Committee's view that Atvexa is a high quality preschool and school group with operations in Sweden, Norway and Germany that has consistently managed to combine quality with attractive growth and stable cash flows. The Committee has a strong belief in the future development of the Company and is of the opinion that this is not reflected in the Company's current share price. The political debate has changed significantly in the run-up to the parliamentary elections in September 2022, creating uncertainty that has had a significant impact on the Company's current valuation. However, a possible political decision is considered to be far in the future and the Company is well equipped to manage political decisions and legislative changes to minimise the financial impact, especially as a predominant part of the business is in pre-school.
The Committee notes that the consideration for the shares represents a premium of approximately 42.9 per cent compared to the closing price of Atvexa's B share on Nasdaq Stockholm on 8 July 2022. At the same time, the Committee notes that the liquidity of Atvexa's share is limited, which has an impact on the share price and makes it difficult for larger shareholders to trade in the share. It is the Committee's view that the bid premium in a share with low liquidity risks being misleading as the share price in a share with low liquidity may not reflect as effectively the long-term value of a company.
The valuation report provided by EY on behalf of the Committee indicates that the Offer is fair, from a financial point of view, to Atvexa's shareholders, based on and subject to the conditions set out in the report.
The Committee also notes that three of the Company's largest institutional owners other than the Bidder Group, the Third AP Fund, Humle Fonder and Nordic Cross Asset Management, which together hold approximately 11.0 per cent. of all shares and approximately 1.9 per cent. of all votes in Atvexa, support the Offer and are in favour of accepting the Offer.
The Takeover Rules require the Committee, based on DeMina's statement in the press release announcing the Offer, to set out its view on the impact the implementation of the Offer will have on Atvexa, in particular employment, and its view on DeMina's strategic plans for Atvexa and the impact these are likely to have on employment and the locations in which Atvexa operates. The Committee notes in this regard that DeMina has stated that:
"The Bidder Group has great confidence in Atvexa's management and employees and considers them to be an important asset for Atvexa going forward. The Offeror Group does not intend that completion of the Offer will result in any material change to Atvexa's management or employees (including their terms of employment), employment at Atvexa or any material changes to the locations at which Atvexa operates. The Offeror Group will continue to develop Atvexa's business after completion of the Offer, while maintaining a long-term ownership perspective."
The Committee assumes that this description is correct and has no reason to disagree in the relevant respects.
In light of the above, the Committee unanimously recommends that the shareholders of Atvexa accept the Offer.
Swedish law shall apply to this statement and the statement shall be interpreted accordingly. Any dispute arising from this statement shall be exclusively settled by the Swedish courts.
Stockholm, 11 July 2022
Atvexa AB (publ)
Independent Bud Committee
For further information, please contact:
Cecilia Daun Wennborg, Chair of the Independent Bid Committee of the Board of Directors of Atvexa, 070-689 19 13, email@example.com
About Atvexa AB (publ)
Atvexa is a long-term owner of preschool and school activities. We are one of the leading players in the education market in Sweden, have a strong position in the preschool market in Norway and operate a small preschool business in Germany. We are driven by a strong conviction that our values; diversity, sustainability, openness and curiosity are important to create the best conditions for children and young people to develop and that there should be preschools and schools with different pedagogical orientations and working methods so that all children and students can find the right learning environment.
The Atvexa Group has demonstrated approximately 30% average growth with profitability and quality since its inception in 2009. Operations are conducted in Mälardalen, Västra Götaland and southern Sweden, large parts of Norway and northern Germany. Atvexa owns 20 independent subsidiaries with strong positions in their respective local markets. The operations include a total of 152 preschools, 37 schools, one special school and approximately 3,990 employees and 16,800 children and students.
Atvexa AB (publ) is listed on Nasdaq Stockholm.
 A newly formed private limited liability company with registration number 559378-1049
This information is information that Atvexa is obliged to make public pursuant to the EU Market Abuse Regulation. The information was submitted for publication, through the agency of the contact person set out above, at 2022-07-11 07:45 CEST.