Infront Board recommends voluntary cash offer by Inflexion to acquire all shares in Infront
OSLO: Inflexion Private Equity Partners LLP and Infront ASA announced that Dash Bidco AS will launch an offer to acquire all outstanding shares of Infront through a voluntary cash offer of NOK 34.40 per share.
The Board of Directors of Infront has unanimously decided to recommend that the shareholders of the Company accept the Offer.
The Offer Price of NOK 34.40 per share represents a 30.9 percent and 56.0 percent premium to the volume-weighted average price (VWAP) of Infront for the 1-month and 3-month period to 14 December 2020 respectively, and a 25.8 percent premium to volume-weighted average price of Infront in the last five trading days prior to this announcement.
The Offer values the total equity of Infront at approximately NOK 1,494 million based on shares outstanding.
Inflexion is a leading European private equity firm, investing in market leading businesses across a number of sectors, with a particular focus on technology and data businesses.
Dash Bidco AS is an indirect wholly-owned subsidiary of Inflexion Buyout V Investments LP, a limited partnership advised by Inflexion.
“We’re impressed with Inflexion’s track record in developing first-rate technology and data companies and we are confident that partnering up with their team will enable us to reach the next level, after an exciting 22-year journey since we founded this company,” said Kristian Nesbak, CEO of Infront.
Infront is a public company listed on the Oslo Stock Exchange and headquartered in Oslo, with approximately 500 employees in 13 countries. The Company offers a powerful combination of global market data, electronic trading, news, and analytics along with data and feed solutions, solutions for portfolio management and advisory, regulatory compliance as well as publication and distribution solutions. Infront has 90,000 users in more than 50 countries.
“Inflexion is well positioned to help Infront achieve its ambitious growth plans due to its deep experience and network in this sector. Inflexion will utilise its experience to support Infront’s growth both organically and through M&A, to expand its existing service offering and geographical reach, and complete the integration of recent acquisitions,” said Simon Turner, Managing Partner at Inflexion.
“Our Management team and organisation have delivered an outstanding performance since the listing in 2017, especially with the integration of vwd Group, and we believe that this transaction offers very good value for all existing shareholders”, said Gunnar Jacobsen, Chairman of the Board of Infront.
The Board of Directors of Infront unanimously supports the Offer, and the Offeror has received pre-commitments for in total 11,663,035 shares, representing approximately 26.9 percent of the total issued and outstanding shares of Infront, subject to certain customary conditions.
Such commitments include agreements entered into with the two founders of Infront, Kristian Nesbak (CEO) and Morten Lindeman (CIO), representing a total of 26.1 percent of the outstanding shares of Infront, whereby a part of the consideration will be reinvested in the parent company of the Offeror, and the remaining portion will be settled in cash at the Offer Price.
Inflexion is due to launch the Offer in January 2021 pursuant to an offer document to be approved by Oslo Stock Exchange.
Inflexion intends to make a compulsory acquisition of the remaining shares in Infront upon acquiring more than 90 percent of the shares in Infront under the Offer. Further, subject to the outcome of the Offer, Inflexion intends to propose to the general meeting of Infront that an application is filed with the Oslo Stock Exchange to delist the shares from the Oslo Stock Exchange.
DNB Markets, a part of DNB Bank ASA, and Ernst & Young LLP are acting as financial advisors to Inflexion in connection with the Offer. Advokatfirmaet Thommessen AS is Norwegian legal adviser, and Travers Smith LLP is English legal adviser, to Inflexion in connection with the Offer.
ABG Sundal Collier ASA is acting as financial adviser and Advokatfirmaet Selmer AS is acting as legal adviser to Infront in connection with the Offer.
Infront offers a powerful combination of global market data, news, analytics and trading tools. With the recent acquisition of vwd Group, Infront’s product coverage also includes data and feed solutions, solutions for portfolio management and advisory, regulatory compliance as well as publication and distribution solutions.
Inflexion is a mid-market private equity firm, investing in high growth, entrepreneurial businesses with ambitious management teams and working in partnership with them to accelerate growth. Inflexion’s flexible approach allows it to back both majority and minority investments, investing £10m to £300m of equity in each deal.
With bespoke teams and dedicated capital, Inflexion’s funds invest across all sectors from offices in London and Manchester. Inflexion helps businesses achieve the next stage of their development through international expansion, operational improvements, digital expertise, talent management, access to Inflexion’s networks and funding for acquisitions. Funds advised by Inflexion Private Equity Partners LLP have funds under management of c.£5.4bn.
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