NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, INTO OR WITHIN ANY JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE
WOULD BE UNLAWFUL
Oslo, 25 July 2023:
Reference is made to the offer document dated 30 March 2023 (the "Offer
Document") for the recommended voluntary offer (the "Offer") to acquire all
outstanding shares of Meltwater N.V. ("Meltwater" or the "Company") by MW
Investment B.V. (the "Offeror"), and to the stock exchange announcement on 18
July 2023 regarding the completion of the Offer.
As set out in the stock exchange announcement on 19 July 2023, the Offeror has,
subject to applicable securities laws and regulations, announced a 10 business
day unconditional and irrevocable standing purchase order to acquire Meltwater
shares not already held by the Offeror or any of its affiliates or tendered in
the Offer against a price equal to the Cash Consideration (the "Standing
Order").
The Offeror has resolved to proceed with and implement the Post-Closing
Restructuring, as further described in section 3.4.10.3 of the Offer Document,
following settlement of the Standing Order.
The Offeror will implement the Post-Closing Restructuring by effecting the
Merger between Meltwater (as disappearing company), Meltwater SubCo B.V. (as
acquiring company) and Meltwater HoldCo B.V., the Share Sale and the
Liquidation, as further described in section 3.4.10.3 of the Offer Document.
The Merger is expected to become effective on 9 August 2023 (the "Effective
Date"). On the Effective Date, Meltwater will be dissolved and delisted from
trading on the Oslo Stock Exchange.
The last day of trading in the Company's shares is expected to be on 4 August
2023. On 7 August 2023, the Oslo Stock Exchange will impose a trading suspension
in the Meltwater shares, which will remain in force until the Effective Date.
Following the Merger, Meltwater HoldCo B.V. will sell and transfer all shares in
Meltwater SubCo B.V. to the Offeror (the "Share Sale"). As soon as possible
after the Share Sale, each shareholder of Meltwater HoldCo B.V. (i.e., being the
Meltwater shareholders who do not accept the standing order) will receive the
Advance Liquidation Distribution in connection with the Post-Closing
Restructuring, which may entail tax consequences for the relevant shareholders.
The Advance Liquidation Distribution is generally subject to 15% Dutch dividend
withholding tax to the extent such distributions in respect of each of the
shares in Meltwater HoldCo B.V. exceed the average paid-in capital (as
recognised for Dutch dividend withholding tax purposes) of such shares in
Meltwater HoldCo B.V. Therefore, Meltwater Holdco B.V. may withhold up to 15%
(standard) withholding tax on all Advance Liquidation Distributions, and shall
adhere to the formalities that apply for qualifying such Advance Liquidation
Distribution as a repayment of fiscally recognised capital to the maximum extent
possible. Shareholders of Meltwater HoldCo B.V. (i.e., being the Meltwater
shareholders who do not accept the standing order) can then individually apply
for a refund or reduction of the withholding taxes depending on their specific
situation.
Advisors
J.P. Morgan Securities plc and DNB Markets, a part of DNB Bank ASA, are serving
as financial advisors to Meltwater. Schjødt, Houthoff and DLA Piper are acting
as legal advisors to Meltwater.
Carnegie AS is acting as financial advisor to the Offeror, Altor and Marlin, in
connection with the Offer, and as receiving agent in connection with the
settlement of the Offer. Advokatfirmaet Thommessen AS and Freshfields Bruckhaus
Deringer LLP are acting as legal advisors to Altor. Advokatfirmaet Wiersholm AS,
Goodwin Procter LLP and AKD N.V. are acting as legal advisor to Marlin.
For further information, please contact:
Meltwater N.V.
Brinlea Johnson (Investor Relations and Media Contact New York)
ir@meltwater.com
Elise Heidenreich (Investor Relations and Media Contact Oslo)
eh@meltwater.com
MW Investment B.V.
Carnegie AS
meltwater@carnegie.no
About Meltwater
Meltwater provides social and media intelligence. By examining millions of posts
each day from social media platforms, blogs and news sites, Meltwater helps
companies make better, more informed decisions based on insight from the
outside. The company was founded in Oslo, Norway, in 2001 and now has 50 offices
across six continents. The company has ~2,300 employees and 27,000 corporate
customers, including industry leaders in several sectors. Learn more at
meltwater.com.
About MW Investment B.V.
MW Investment B.V. (the "Offeror") is a newly incorporated private limited
company incorporated and registered under the laws of the Netherlands acting as
special purpose acquisition vehicle in connection with the Offer and will be
indirectly majority owned by Altor and Marlin. Following settlement of the
Offer, the Offeror will also be indirectly owned by Fountain Venture AS, and any
other minority shareholders who have opted for the roll-over alternatives and
been allocated Consideration Shares (as more fully described in the Offer
Document).
About Altor
Since inception, the family of Altor funds has raised some EUR 8.3 billion in
total commitments. The funds have invested in around 90 companies as well as
many add-on acquisitions, generating consistently strong returns. The
investments have been made in medium sized predominantly Nordic companies with
the aim to create value through growth initiatives and operational improvements.
Among current and past investments are QNTM, ARC, Silo AI, Dustin, Navico,
Sbanken, Rossignol, Helly Hansen and SATS. For more information visit
www.altor.com.
About Marlin Equity Partners
Marlin Equity Partners is a global investment firm with over $8.5 billion of
capital under management. The firm is focused on providing corporate parents,
shareholders and other stakeholders with tailored solutions that meet their
business and liquidity needs. Marlin invests in businesses across multiple
industries where its capital base, industry relationships and extensive network
of operational resources significantly strengthen a company's outlook and
enhance value. Since its inception, Marlin, through its group of funds and
related companies, has successfully completed over 200 acquisitions. The firm is
headquartered in Los Angeles, California with an additional office in London.
For more information, please visit www.marlinequity.com.
Important notice
This information is subject to the disclosure requirements pursuant to Section
5-12 the Norwegian Securities Trading Act.
The Standing Order and the distribution of this announcement, and other
information in connection with the Standing Order, may be restricted by law in
certain jurisdictions. This announcement is not for distribution in any
jurisdiction where the Standing Order and/or such distribution would be
unlawful. The Offeror assume no responsibility in the event there is a violation
by any person of such restrictions. The information in this announcement does
not constitute an offer in any such jurisdiction. Persons into whose possession
this release comes should inform themselves about and observe any such
restrictions. Any failure to comply with these restrictions may constitute a
violation of the securities laws of any such jurisdiction.
This announcement does not constitute an offer for sale of, or a solicitation of
an offer to purchase or subscribe for, any securities. The information contained
in this announcement is for informational purposes only and does not purport to
be full or complete.
Neither the Offeror, Altor, Marlin, Meltwater nor any of their advisors and/or
any of their affiliates or any of their respective directors, officers,
employees, advisers, agents or any other person(s) accept any responsibility or
liability whatsoever for, or make any representation or warranty, express or
implied, as to the accuracy, completeness or fairness of the information or
opinions in this announcement (or whether any information has been omitted from
this announcement) or any other information relating the Offer, the Standing
Order, the Offeror or Meltwater.
The release is not for publication or distribution, in whole or in part directly
or indirectly, in or into any jurisdiction in which the distribution or release
would be unlawful. This release is an announcement issued pursuant to legal
information obligations, and is subject of the disclosure requirements pursuant
to section 5-12 of the Norwegian Securities Trading Act. It is issued for
information purposes only, and does not constitute or form part of any offer to
sell or purchase, or solicitation to purchase or subscribe for any securities in
any jurisdiction. Copies of this announcement are not being made and may not be
distributed or sent into any jurisdiction in which the distribution or release
would be unlawful.