Recommended cash offer by Apax Funds to acquire all of the shares in EcoOnline Holding AS

 Erling Bidco AS (the "Bidder"), a company indirectly wholly-owned by funds advised by Apax Partners LLP ("Apax" and such funds being “Apax Funds”), has reached an agreement with EcoOnline Holding AS ("EcoOnline" or the "Company"), a EHS SaaS company listed on Euronext Growth (OSE ticker: ECO), to launch a recommended cash tender offer (the "Offer") for all the issued and outstanding shares of the Company (the "Shares").

A cash consideration of NOK 22.75 will be offered per Share, subject to customary reduction by the amount of any dividend or other distributions to the Company's shareholders with a record date prior to completion of the Offer (the "Offer Price"). The Offer Price implies a total consideration for all the Shares of approximately NOK 3,768 million, based on 165,639,025 Shares outstanding as per 2 June 2022.

The Offer Price implies:

• A premium of 68.5% to the closing price of the Shares on Euronext Growth on 1 June 2022 of NOK 13.50.
• A premium of 58.1% to the volume weighted average share price during the three-month period ending on 1 June 2022 of NOK 14.39.
• A premium of 46.9% to the volume weighted average share price during the six-month period ending on 1 June 2022 of NOK 15.49.
  
  

The Offer is the result of a strategic review authorised by the Company's board of directors (the "Board"), as announced on 7 April 2022. The Board has unanimously recommended the Offer. The Company's largest shareholders, Nitro Newco AS, a company indirectly wholly-owned by funds advised by Summa Equity AB ("Summa") and GLQ Holdings (UK) Ltd., StoneBridge 2020, L.P. and StoneBridge 2020 Offshore Holdings II, L.P. (together, "GS"), owning 27.0% and 17.1% of the Shares, respectively, have irrevocably undertaken to accept the Offer, in addition to members of the Board and executive management, subject to the conditions described below.

The Bidder is a limited liability company indirectly wholly owned by Apax Funds. Apax is a leading global private equity advisory firm. For nearly 50 years, Apax has worked to inspire growth and ideas that transform businesses. The firm has raised and advised funds with aggregate commitments of more than $60 billion. The Apax Funds invest in companies across four global sectors of Tech, Services, Healthcare, and Internet/Consumer. These funds provide long-term equity financing to build and strengthen world-class companies.

Jason Wright and Adam Garson, Partner and Principal at Apax, commented: “The EcoOnline team have built a stand-out company that offers critical, best-in-class EHS software solutions. As a private company, we believe EcoOnline will be able to accelerate its already impressive growth trajectory, leveraging Apax’s sector knowledge, operational expertise, and network. We look forward to working with the EcoOnline team to unlock the Company’s vast potential.

Frank Ehmer and Andrew Waidhofer, Partner and Principal at Apax, added: “We view the EHS market as highly compelling, with growth and demand driven by strong tailwinds, in a space that the Apax Funds know incredibly well. We see considerable opportunity to build a truly unique pan-European vendor in this space and view EcoOnline as an important platform for doing so.”

Göran Lindö, CEO of EcoOnline, commented:  “We are excited about this new opportunity to continue to grow and build EcoOnline’s position in the EHS software space together with Apax. The Apax team is a good fit with EcoOnline and their knowledge of the software industry and global resources are valuable to further strengthen our position in the attractive whitespace EHS software market.”

Gunnar Evensen, Chairman of the Board of EcoOnline, commented: “EcoOnline is a leader in the EHS software space, with a 2021 ARR growth of 37%. Given the overall market dynamics the Board decided to conduct a strategic evaluation of the most attractive route forward for existing shareholders and for the Company. Through this work we have considered several options and concluded to recommend the offer from Apax for the Bidder to acquire all the shares in EcoOnline. Apax is a solid accredited partner with a strong Tech focus. The Board believes that Apax will be an excellent partner for EcoOnline that will contribute to further growth and success.”

Further information regarding the Offer is set out below. Reference is also made to the separate trading update announced simultaneously with this announcement.

Key terms of the Offer

Pursuant to the Offer, the shareholders of the Company will be offered NOK 22.75 per Share, to be settled in cash upon completion of the Offer. The Offer Price implies:

• A premium of 68.5% to the closing price of the Shares on Euronext Growth on 1 June 2022 of NOK 13.50.
• A premium of 58.1% to the volume weighted average share price during the three-month period ending on 1 June 2022 of NOK 14.39.
• A premium of 46.9% to the volume weighted average share price during the six-month period ending on 1 June 2022 of NOK 15.49.

Completion of the Offer will be subject to fulfilment or waiver by the Bidder of customary completion conditions, including but not limited to shareholders representing more than 90% of the Shares having accepted the Offer, relevant regulatory approvals being obtained and no material adverse change having occurred. The complete terms and conditions of the Offer will be set out in an offer document (the “Offer Document”) to be sent to the Company’s shareholders. The Offer Document is expected to be sent and the offer period is expected to start no later than 13 June 2022. The Offer may only be accepted on the basis of the Offer Document.

The initial acceptance period in the Offer will commence following publication of the Offer Document and is expected to last for 20 US business days, subject to any extensions. Barring unforeseen circumstances, it is expected that the Offer will be completed in the second half of 2022.

The Offer will not be made in any jurisdiction in which the making of the Offer would violate applicable laws or regulations or would require actions which the Bidder in its reasonable opinion, after having consulted with the Company, deems unduly burdensome.

Background and strategic rationale

The Bidder believes that EcoOnline is a leading provider of Environmental, Health, and Safety (“EHS”) software in the Nordics, which represents a large and attractive sector with significant opportunity for future growth. The Apax Funds are experienced global software investors with deep sector knowledge. The Bidder believes that EcoOnline offers a software platform that is mission-critical to customers, with clear runway for growth across Europe and beyond. The Bidder and EcoOnline share a combined vision for the potential transaction and believe there is significant scope to accelerate organic growth as a private company and to continue to pursue strategic acquisitions, building on EcoOnline’s track record of M&A execution, to increase scale, functionality, and geographical reach.

Board recommendation and pre-acceptances

The Bidder and EcoOnline have entered into a transaction agreement (the "Transaction Agreement") regarding the Offer, pursuant to which the Board has agreed to recommend the Offer. As part of this, the Board has received a fairness opinion from its financial advisor Arma Partners LLP, concluding that the Offer is fair from a financial point of view to the shareholders of EcoOnline. In providing its opinion as to the fairness of the Offer from a financial point of view, Arma Partners LLP has relied on the commercial assessments of the Board.

The Board shall not amend or withdraw its recommendation of the Offer unless it receives a bona fide superior competing offer fulfilling certain pre-agreed terms. If the Offer is not completed due to the Board withdrawing or amending its recommendation of the Offer, EcoOnline will compensate the Offeror for its external advisor costs up to a maximum amount of NOK 35 million.

Summa and GS, the largest shareholders of the Company, owning 44,669,784 Shares (27.0%) and 28,275,841 Shares (17.1%), respectively, and all members of the Company's Board and executive management who hold Shares, representing (together with Summa and GS) in total 49.70% of the Shares, have irrevocably undertaken to accept the Offer, however such undertakings may be revoked if the Board has amended or withdrawn its recommendation of the Offer as a result of a superior offer which meets certain pre-agreed terms, including but not limited to exceeding the Offer Price by more than 10%, and that the Board, acting in good faith and taking into account all aspects of such offer, considers to be more favourable to the shareholders of the Company, and the Bidder does not match the superior offer within five business days of having been notified of the competing offer and such competing offer is thereafter recommended by the Board.

Advisers

Arma Partners LLP is acting as exclusive financial advisor to the Company. Wikborg Rein Advokatfirma AS is acting as legal advisor to the Company.

Kirkland & Ellis and Advokatfirmaet Wiersholm AS are acting as legal advisors to the Bidder.

Contacts

EcoOnline: Siw Ødegaard, CFO and Head of IR at EcoOnline, +47 957 59 848, siw.odegaard@ecoonline.com

Luke Charalambous, Communications Manager at Apax, +44 20 7872 6494,  Luke.Charalambous@apax.com  

About EcoOnline  

EcoOnline is an EHS SaaS market leader dedicated to developing software creating safer and sustainable workplaces while ensuring compliance and environmental sustainability. EcoOnline has offered a positive contribution to customers and society since its inception and is a leader in the Nordics, with customers also in the UK, Ireland, US and many other countries. The Company has a clear history of successfully acquiring and integrating companies with same level of employee engagement as EcoOnline.

About The Bidder

The Bidder is a limited liability company indirectly wholly owned by Apax Funds. Apax is a leading global private equity advisory firm. For nearly 50 years, Apax has worked to inspire growth and ideas that transform businesses. The firm has raised and advised funds with aggregate commitments of more than $60 billion. The Apax Funds invest in companies across four global sectors of Tech, Services, Healthcare, and Internet/Consumer. Apax Funds provide long-term equity financing to build and strengthen world-class companies.

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This information is considered to be inside information pursuant to the EU Market Abuse Regulation and is subject to the disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act. The information was submitted for publication, by the EcoOnline contact person set out above on 2 June 2022 at 07:55 CEST.

The Offer and the distribution of this announcement and other information in connection with the Offer may be restricted by law in certain jurisdictions. When published, the Offer Document and related acceptance forms will not and may not be distributed, forwarded or transmitted into or within any jurisdiction where prohibited by applicable law, including, without limitation, Canada, Australia, New Zealand, South Africa, Hong Kong and Japan. The Bidder does not assume any responsibility in the event there is a violation by any person of such restrictions. Persons into whose possession this announcement or such other information should come are required to inform themselves about and to observe any such restrictions.

This announcement is not a tender offer document and, as such, does not constitute an offer or the solicitation of an offer to acquire the Shares. Investors may accept the Offer only on the basis of the information provided in the Offer Document. Offers will not be made directly or indirectly in any jurisdiction where either an offer or participation therein is prohibited by applicable law or where any tender offer document or registration or other requirements would apply in addition to those undertaken in Norway.

Notice to U.S. Holders

U.S. Holders (as defined below) are advised that the Shares are not listed on a U.S. securities exchange and that the Company is not subject to the periodic reporting requirements of the U.S. Securities Exchange Act of 1934, as amended (the “U.S. Exchange Act”), and is not required to, and does not, file any reports with the U.S. Securities and Exchange Commission (the “SEC”) thereunder. The Offer will be made to holders of Shares resident in the United States (“U.S. Holders”) on the same terms and conditions as those made to all other holders of Shares in the Company to whom an offer is made. Any information documents, including the Offer Document, will be disseminated to U.S. Holders on a basis comparable to the method that such documents are provided to the Company’s other shareholders to whom an offer is made. The Offer will be made by the Bidder and no one else. The Offer will be made to U.S. Holders pursuant to Section 14(e) and Regulation 14E under the U.S. Exchange Act as a “Tier II” tender offer, and otherwise in accordance with the requirements of Norwegian law. Accordingly, the Offer will be subject to disclosure and other procedural requirements, including with respect to the offer timetable, settlement procedures and timing of payments, that are different from those that would be applicable under U.S. domestic tender offer procedures and law.

Pursuant to an exemption from Rule 14e-5 under the U.S. Exchange Act, the Bidder and its affiliates or brokers (acting as agents for the Bidder or its affiliates, as applicable) may from time to time, and other than pursuant to the Offer, directly or indirectly, purchase or arrange to purchase, Shares or any securities that are convertible into, exchangeable for or exercisable for such Shares outside the United States during the period in which the Offer remains open for acceptance, so long as those acquisitions or arrangements comply with applicable Norwegian law and practice and the provisions of such exemption. To the extent information about such purchases or arrangements to purchase is made public in Norway, such information will be disclosed by means of an English language press release via an electronically operated information distribution system in the United States or other means reasonably calculated to inform U.S. Holders of such information. In addition, the financial advisors to the Bidder may also engage in ordinary course trading activities in securities of the Company, which may include purchases or arrangements to purchase such securities.

Neither the SEC nor any securities supervisory authority of any state or other jurisdiction in the United States has approved or disapproved the Offer or reviewed it for its fairness, nor have the contents of the Offer Document or any other documentation relating to the Offer been reviewed for accuracy, completeness or fairness by the SEC or any securities supervisory authority in the United States. Any representation to the contrary is a criminal offence in the United States