1. Summary
•Vodafone Europe B.V is offering SEK 12.00 per share in cash for each share in Wayfinder
•The Offer represents a premium of:
◦252.9 per cent compared to the closing price of SEK 3.40 for Wayfinder’s shares on 8 December 2008, the last trading day prior to the announcement of the Offer;
◦205.8 per cent compared to the volume weighted average price of SEK 3.92 for Wayfinder’s shares during the last 3 months prior to the announcement of the Offer; and
◦30.1 per cent compared to the volume weighted average price of SEK 9.22 for Wayfinder’s shares during the last 12 months prior to the announcement of the Offer.
•Wayfinder’s Board of Directors unanimously [1] recommends shareholders to accept the Offer
•Shareholders in Wayfinder, together holding approximately 44.9 per cent of the total amount of shares in Wayfinder, have granted Vodafone call options and given Vodafone irrevocable undertakings to accept the Offer
Magnus Nilsson, Director of the Board and CEO in Wayfinder comments:
“We are excited about the prospects of serving the vast Vodafone subscriber base with our world leading location-based services. We remain committed to serving our existing customer base.”
Jon Risfelt, Chairman of the Board of Directors of Wayfinder, comments:
“A stronger Wayfinder enters into 2009 after a challenging 2008 having secured several important deals on GPS handsets and streamlined its operations. After evaluating the Offer, the Board of Directors considers the transaction to be favourable for both shareholders and employees of Wayfinder. The Board of Directors has obtained a Fairness Opinion from Arma Partners which confirms that the consideration is fair, from a financial point of view. The Board of Directors therefore unanimously recommends all shareholders to accept the Offer.”
2. Background
This statement is made by the Board of Directors of Wayfinder System AB (publ) (“Wayfinder”) in accordance with section II.14 of the Nordic Growth Market NGM AB’s Rules Regarding Takeover Offers (the “Takeover Rules”).
Vodafone Europe B.V. (”Vodafone”) has today, through a press release (the ”Press Release”), announced a public offer to the shareholders in Wayfinder to tender all outstanding shares in Wayfinder to Vodafone (the “Offer”). Vodafone offers SEK 12.00 in cash per share in Wayfinder.
The acceptance period of the Offer is expected to begin as soon as possible following the registration of the offer document with the Swedish Financial Supervisory Authority and will run for approximately three weeks. Vodafone has reserved the right to extend the acceptance period. The offer document is expected to be registered in the beginning of January 2009. The Offer is, amongst other conditions, conditional upon being accepted to the extent that Vodafone becomes the owner of more than 90 per cent of the total number of shares in Wayfinder.
Medici Holdings Ltd, P O Söderberg Aktiv AB, Carl Magnus Nilsson AB[2] and Nordic Wireless AB[3], together holding approximately 44.9 per cent of the total number of shares and votes in Wayfinder at the time of announcement of the Offer have irrevocably undertaken to tender their shares into the Offer. Medici Holdings Ltd, P O Söderberg Aktiv AB, Carl Magnus Nilsson AB and Nordic Wireless AB have also granted Vodafone call options with a strike price of SEK 12.00 per share, in respect of their respective holdings of shares in Wayfinder.
Vodafone has offered key employees of Wayfinder a separate bonus plan, a so called retention arrangement, that is conditional on the Offer completing and such key employees remaining with Wayfinder for a certain time period following completion of the Offer and asked these employees to enter into new standard employment agreements. The Board of Directors[4] has approved such arrangements. Further information on the retention arrangement will be set out in the offer document for the Offer.
Please see the Press Release for more details regarding the Offer.
3. Due Diligence
The Board of Directors of Wayfinder has allowed Vodafone to conduct a limited due diligence investigation. During the due diligence investigation Vodafone has not been provided any information which has not yet been made public and is likely to, in a non-immaterial extent, affect the valuation of the company’s shares.
Vodafone has been provided access to forward-looking information in accordance with what has been presented in Wayfinder’s Q3-report. It should be noted that the estimates provided in that report are Wayfinder’s forecasts of the sales based on the company’s situation at that time. The actual results and sales may of course differ from the estimates due to, inter alia, the impacts the Offer may have on the company’s situation.
4. Recommendation by the Board of Directors[5]
The unanimous recommendation by the Board of Directors is based on factors and considerations that the Board of Directors has deemed relevant in relation to the Offer. This includes the current and future development of the operations and financial results of Wayfinder stand alone in a market about to experience substantial growth, but with various sizeable competitors emerging. The Board of Directors has also evaluated other available strategic alternatives for Wayfinder, as well as Wayfinder’s appraised possibilities to increase the company’s volumes on its own and thereby create value for shareholders.
After a strategic review of the company’s assets and opportunities, the Board of Directors and management believe now is the right time to bring Wayfinder into a large organisation with immediate access to a worldwide user base and greater financial and technical resources to enable Wayfinder to capitalise on the strong growth expected in the market.
It is the opinion of the Board of Directors that the employment in Wayfinder will not be negatively affected to any large extent by the transaction.
The Board of Directors based its recommendation on an evaluation of factors and considertions that the Board of Directors deem relevant in relation to the offer. The Board of Directors have been advised by Arma Partners LLP and Setterwalls Advokatbyrå AB. In its capacity as financial advisor, Arma Partners LLP has provided the Board of Directors with a fairness opinion, which, subject to the assumptions, conclusions and qualifications stated therein, states that the consideration offered is fair, from a financial point of view. The fairness opinion is attached to this statement.
Based on the above, and considering all circumstances, the Board of Directors considers the Offer of SEK 12.00 in cash per share to be fair to the shareholders of Wayfinder. The Board of Directors unanimously recommends the shareholders in Wayfinder to accept the Offer. As a result of conflicts of interest, Magnus Nilsson, Director of the Board and CEO of Wayfinder, has not participated in the Board of Directors’ deliberations and resolutions regarding the Offer.
The assessment is based on the circumstances prevailing at the time of this statement. This statement from the Board of Directors is in all respects to be governed by and construed in accordance with Swedish law. Any dispute arising out of or in connection with this statement is to be settled exclusively by Swedish courts.
9 December 2008
The Board of Directors of Wayfinder Systems AB (publ)
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