Penneo: Visma announces the final result of the all-cash voluntary recommended public takeover offer

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With reference to Penneo A/S' ("Penneo") announcement of 22 January 2025 (no. 3) regarding the preliminary result of Visma Danmark Holding A/S' ("Visma") all-cash voluntary recommended public takeover offer to purchase all of the issued and outstanding shares (excluding treasury shares) in Penneo (the "Offer"), the offer period expired on 21 January 2025 at 23:59 (CET), and the preliminary result was announced on 22 January 2025. 

Visma has today announced the final result of the Offer in accordance with section 21(3) of the Danish Executive Order no 636/2020 on Takeover Offers (the "Danish Takeover Order"). Visma's announcement is attached.

Final result of the Offer and Visma's shareholding in Penneo

Visma has informed Penneo that it has received acceptances representing 32,705,282 Penneo shares, including Penneo warrantholders' irrevocable undertakings to exercise their warrants and sell the underlying shares to Visma, corresponding to approximately 91.45% of the entire share capital and voting rights in Penneo (calculated on a fully diluted basis). 

As a result hereof, Visma has informed that it will upon completion of the Offer hold 32,705,282 Penneo shares corresponding to approximately 91.45% of the entire share capital and voting rights in Penneo (calculated on a fully diluted basis).

Closing and settlement

The Offer is expected to settle on 3 February 2025. 

Compulsory acquisition and delisting 

Visma has informed Penneo that, as more than 90% of the Penneo shares and the attaching voting rights (excluding treasury shares) has been obtained in the Offer, it will as soon as possible seek to initiate and complete a compulsory acquisition of the Penneo shares held by the remaining minority shareholders of Penneo in accordance with section 70 of the Danish Companies Act and the VP rule book issued by Euronext Securities Copenhagen. 

Visma has informed Penneo that the compulsory acquisition of the shares in Penneo will be made at a price of DKK 16.5 for each share with a nominal value of DKK 0.02, with payment made in cash, reflecting the price per share offered in the Offer.

In addition, Visma has informed Penneo that it will seek to have the Penneo shares removed from trading and official listing on Nasdaq Copenhagen A/S and that it will in due course propose appropriate amendments to the articles of association of Penneo to reflect such delisting. 

Information in regard to the compulsory acquisition of the remaining minority shareholders of Penneo and the removal from trading and official listing of the Penneo shares will follow in separate announcements. 

Advisors

Danske Bank A/S is acting as financial advisor to Penneo. Plesner Advokatpartnerselskab are acting as legal advisors to Penneo on the transaction.