Publication of Offer Document and Board Statement regarding the all-cash voluntary recommended public takeover offer for Penneo A/S

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR TO ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION.

On 29 November 2024, Visma Danmark Holding A/S ("Visma" or the "Offeror") announced a voluntary recommended public takeover offer to purchase all of the issued and outstanding shares (excluding treasury shares) in Penneo A/S ("Penneo") at a price of DKK 16.5 per share (the ''Offer'' and the "Offer Price", respectively). Reference is made to Company Release no. 19/2024.

Visma has today published the offer document approved by the Danish Financial Supervisory Authority, including acceptance forms, in accordance with Sections 4(2) and 21 of the Danish Executive Order on Takeover Offers (the "Offer Document" and the "Danish Takeover Order", respectively). 

Furthermore, Penneo has today published the statement by Penneo's board of directors pursuant to section 22 of the Danish Takeover Order in connection with the Offer (the "Board Statement"). As detailed in the Board Statement, the board of directors has unanimously decided to recommend the shareholders of Penneo to accept the Offer.

Shareholders are advised to read the Offer Document and the Board Statement in their respective entirety before deciding whether to accept the Offer.

The Offer Document contains the full terms and conditions of the Offer. The Offer Document can, subject to certain restrictions, be viewed and downloaded at: https://penneo.com/investors.

The offer period for the Offer commences on 20 December 2024 at 00.01 (CET) and remains valid until 21 January 2025 at 23.59 (CET) (the "Offer Period"). Visma reserves the right to extend the Offer Period, from time to time, in accordance with the terms and conditions of the Offer and the Danish Takeover Order as set forth in the Offer Document. In accordance with section 21(3) of the Danish Takeover Order, the final result of the Offer will be published within three (3) business days after Visma has announced that the offer will be completed.

Highlights of the Offer

• The Offer Price is DKK 16.5 in cash for each share in Penneo, subject to adjustment for any dividends or other distributions paid to the shareholders of Penneo prior to completion of the Offer as set out in the Offer Document.
   
• Major institutional shareholders of Penneo, including Danica Pension and BankInvest, together with Viking Venture, certain other shareholders, the founders, board of directors, executive management and rest of C-level of Penneo have irrevocably undertaken to accept the Offer at the Offer Price, subject to certain customary conditions. Following announcement on 29 November 2024, Visma has received additional irrevocable undertakings from three (3) other shareholders (including Mission Trail Capital Management, LLC), whose ownership in total amounts to 2,260,607 shares, corresponding to approx. 6.6 % of the voting rights and share capital in Penneo. Consequently, the irrevocable undertakings now represent jointly approx. 49.5 % of the voting rights and share capital in Penneo and 49.7 % of the voting rights and share capital in Penneo (excluding treasury shares). Furthermore, Arbejdsmarkedets Tillægspension, holding 9.9 % of Penneo's voting rights and share capital, has confirmed its intention to accept the Offer. Consequently, shareholders representing a total of approx. 59.4 % of the voting rights and share capital in Penneo and approx. 59.6 % of the voting rights and share capital in Penneo (excluding treasury shares) have either entered into irrevocable undertakings or confirmed their intention to accept the Offer.
   
• The Offer Price represents a 109.9 % premium to the closing share price as of 28 November 2024 of DKK 7.86 and a 108.1 % premium to the twelve-months volume weighted average share price of 7.93 as of 28 November 2024.
   
• The Offer is made subject to a number of customary conditions, as well as a requirement that the total number of tendered shares in the Offer will amount to more than 90 % of the voting rights and share capital of Penneo (calculated on a fully diluted basis, except for 1,182,770 warrants outstanding with a strike price above the Offer Price, which will not be exercised and have been accepted by the relevant warrantholders to be cancelled in connection with the Offer, and any treasury shares held by Penneo), and that necessary approvals by relevant regulatory authorities are obtained.
   
• Visma has sufficient capital to finance the Offer and its purchase of the Penneo shares by cash payment backed by a payment commitment provided by Visma AS (the parent company of Visma).
   
• The Offer does not comprise any warrants issued by Penneo ("Penneo Warrants"). However, the Offer is available to any Penneo shares which are issued pursuant to the exercise of Penneo Warrants, provided that the holders of Penneo Warrants have accepted the Offer pursuant to the terms and conditions as set out in the Offer Document relating to the Offer. 

The Board of Directors' Recommendation
Penneo has today published the Board Statement pursuant to section 22 of the Danish Takeover Order in connection with the Offer. As detailed in the Board Statement, the board of directors has unanimously decided to recommend the shareholders of Penneo to accept the Offer.

The board of directors' recommendation is supported by an opinion dated 29 November 2024 (the "Fairness Opinion"), which the board of directors has obtained from its financial advisor Danske Bank A/S to the effect that, as of such date and based upon and subject to the content of the Fairness Opinion, assumptions made, qualifications and limitations on the review undertaken, and other matters considered relevant by Danske Bank A/S in preparing the Fairness Opinion, the Offer Price to be received by the shareholders of Penneo was, at the date of rendering the Fairness Opinion, fair for the shareholders from a financial point of view.

Offer timetable

The following timetable sets forth certain key dates relating to the Offer, provided that the Offer Period has not been extended in accordance with the terms and conditions of the Offer:

Acceptance of the Offer

The Offer may be accepted by Penneo's shareholders subject to the terms and conditions as set out in the Offer Document. 

Acceptance of the Offer must be received by Nordea Danmark, Filial af Nordea Bank Abp, Finland through each respective Penneo shareholder's own custodian bank prior to the expiry of the Offer Period. Penneo shareholders wishing to accept the Offer may use the acceptance form A attached to the Offer Document as Appendix 1 or register their acceptance via their respective custodian bank's eBanking, if provided by their bank. However, most Danish custodian banks will send a notice regarding the Offer and related instructions to their customers who are registered as shareholders in order for them to accept the Offer.

Penneo shareholders are requested to note that acceptance of the Offer must be communicated to the Penneo shareholder's own custodian bank in due time to allow the custodian bank to process and communicate the acceptance to Nordea Danmark, Filial af Nordea Bank Abp, Finland, which must receive such acceptance prior to expiry of the Offer Period on 21 January 2025 at 23.59 (CET) or, in case of an extended Offer Period, such later date and time as stated in the notice of extension of the Offer Period. The time until which notification of acceptance to the custodian bank may be given will depend upon the individual Penneo shareholder's agreement with, and the rules and procedures of, the relevant custodian bank. Consequently, the deadline for such notification may be earlier than the last day of the Offer Period.

Penneo warrantholders wishing to accept the Offer may use the acceptance form B attached to the Offer Document as Appendix 2. Penneo warrantholders are requested to note that acceptance of the Offer must be communicated to Penneo A/S in due time to allow Penneo to process and communicate the acceptance to Visma, which must receive such acceptance prior to expiry of the Offer Period on 21 January 2025 at 23.59 (CET) or, in case of an extended Offer Period, such later date and time as stated in the notice of extension of the Offer Period.

Compulsory Acquisition and Delisting

If, upon completion of the Offer, Visma holds the requisite number of Penneo shares under the Danish Companies Act (i.e., more than 90 % of Penneo's shares and the attaching voting rights, not including any treasury shares), Visma has stated its intent to initiate and complete a compulsory acquisition of the remaining minority Penneo shares held by other Penneo shareholders in accordance with the Danish Companies Act. Also, if upon completion of the Offer, Visma holds the requisite number of Penneo shares required to secure full ownership of Penneo by way of a compulsory acquisition, Visma intends to seek to have Penneo's shares removed from trading and official listing on Nasdaq Copenhagen at an appropriate time following completion of the Offer.

Advisors

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