EG Norge to offer NOK 20/share to buy all outstanding shares of Carasent ASA

EG Norge AS

OSLO, NORWAY: EG Norge AS is contemplating launching a voluntary cash offer to acquire all outstanding shares of Carasent ASA at a price of NOK 20 per share.

The offer represents a premium of 81.8% to closing price the last trading day before Carasent ASA published the Q1 2024 report including the revised financial targets (23 April 2024).

EG Norge AS offer has already received strong support from key shareholders representing 34.0 per cent of the share capital of the Company, who have given irrevocable undertakings to, subject to customary conditions, accept the Offer once launched.

Acceptance undertakings representing 31.3% of the share capital of the Company may only be withdrawn if the offer period in respect of the Offer is not commenced on or prior to 16:30 (CEST time) on 31 July 2024 or a third party makes a competing offer with a consideration representing at least a 50% premium to the Offer Price that is not matched by the Offeror.

It is expected that the Offer will be subject to customary conditions, including acceptance level and any regulatory approvals required. The Offer will not be subject to or conditional upon financing.

EG is a market leading vendor of Nordic vertical software for private and public customers. EG’s Software-as-a-Service offerings are developed by specialists with deep industry and domain knowledge, supporting business-critical and administrative processes.

“We are impressed with the scale and quality of the business that the Carasent ASA team has built. In our view, there is a clear strategic fit between Carasent and EG. Combining the forces of Carasent and EG will enable us to create an even stronger player within healthcare and social care. It requires scale to fully capture the opportunities and win in the rapidly changing market.

We therefore believe a combination of Carasent and EG will be in the best interest of the employees, customers and other stakeholders of the two companies,” says Mikkel Bardram, CEO of EG.

Launch of the Offer is subject to, inter alia, a customary confirmatory due diligence of key commercial, financial, technical and legal aspects of the Company with a focus on confirming key assumptions. EG will do so with an experienced team who have conducted more than 35 acquisitions in the past four years, and looks forward to engaging with the Carasent management team to complete the confirmatory due diligence without delay.

EG initiated formal contact with the board of directors of Carasent on 4 April 2024 by submitting an indicative offer letter outlining key terms of the Offer.

EG had at that time already received strong support from shareholders representing 31.3% per cent of the share capital of the Company, including the Company’s largest shareholder, Acapital Cara Holdco AS and a group consisting of Johan Lindqvist, former Chairman, Dennis Höjer, former CEO, Niclas Hugosson, founder and CPO in Carasent, and Jesper Jannerberg, former CEO.

Based on the strong offer and key shareholder support, EG requested customary due diligence access in order to be able to confirm key offer assumptions. However, EG and the board of directors of Carasent have to date not been able to reach an agreement for EG to commence its confirmatory due diligence. The board of directors has, inter alia, required that EG commits to not making the offer known to the shareholders in Carasent in the event the board ultimately decides not to recommend the Offer.

EG Norge AS cannot accept to limit its ability to let the shareholders themselves consider whether or not to accept the Offer. EG has therefore not seen any other option than to announce its intention to launch the Offer, while reiterating its request to the board of directors of Carasent to allow EG to conduct a confirmatory due diligence without undue delay.

Carasent ASA has acquired HPI Health Profile Institute for SEK 35mn

EG is of the firm opinion that a public announcement of its intention to launch the Offer is in the best interest of all stakeholders of Carasent, including its shareholders, employees and customers.

As further evidence of the attractiveness of the Offer, EG has over the past few days secured additional irrevocable undertakings to accept the Offer from shareholders representing 2.7 per cent, bringing the total up to 34.0 per cent of the share capital of the Company.

Carnegie AS is acting as financial advisor to EG in connection with the Offer, and Arntzen de Besche Advokatfirma AS is acting as legal advisor.

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