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On 14 September 2018 Nasdaq Technology AB (”Nasdaq Technology”), a wholly-owned indirect subsidiary of Nasdaq, Inc., announced a recommended public cash offer to the shareholders and warrant holders in Cinnober Financial Technology Aktiebolag (”Cinnober”) to acquire all shares and warrants in Cinnober for SEK 75 for each share and SEK 85 for each warrant (the ”Offer”). The initial acceptance period for the Offer expired on 14 December 2018. Nasdaq Technology now increases the consideration in the Offer to SEK 87 in cash for each share and SEK 121 in cash for each warrant in Cinnober, waives the condition regarding regulatory, governmental or similar clearances and extends the acceptance period until 9 January 2019. Shareholders representing 82.6 percent in aggregate of the shares and votes in Cinnober1, have either accepted the Offer or unconditionally undertaken to accept the Revised Offer (see definition below).
The Revised Offer
- Nasdaq Technology increases the consideration in the Offer from SEK 75 to SEK 87 in cash for each share and from SEK 85 to SEK 121 in cash for each warrant in Cinnober (the “Revised Offer”). The Revised Offer values all outstanding shares and warrants in Cinnober at approximately SEK 1,991m.2 3 4
- Nasdaq Technology waives the condition regarding regulatory, governmental or similar clearances.
- Invium Partners5, Swedbank Robur Fonder AB, Handelsbanken Fonder AB, MVN Asset Management, AMF Fonder AB, Humle Småbolagsfond and Coeli Asset Management, representing 44.9 percent in aggregate of the shares and votes in Cinnober, have unconditionally undertaken to accept the Revised Offer.
- Nils-Robert Persson, Chairman of the Board of Directors of Cinnober, and Peter Lenti, co- founder and Board member of Cinnober, holding 16.8 percent in aggregate of the total number of shares and votes in Cinnober6, have accepted the Offer and undertaken to not to withdraw their acceptances.
- The shares tendered in the Offer, and the unconditional undertakings to accept the Revised Offer represents in aggregate 82.6 percent of all shares and votes in Cinnober.
- Cinnober’s Board of Directors7 unanimously recommends the Revised Offer for acceptance by shareholders and warrant holders in Cinnober.
- The Revised Offer represents a premium of approximately 41 percent to SEK 61.50, which was the closing price per each Cinnober share on 13 September 2018 (the last trading day prior to the announcement of the Offer), and of approximately 49 percent to SEK 58.29, which was the volume weighted average price paid per each Cinnober share during the last 30 trading days prior to the announcement of the Offer.
Shareholders who have already tendered their shares at SEK 75 in cash for each share and warrants at SEK 85 in cash for each warrant in Cinnober will automatically benefit from the increased consideration of SEK 87 in cash for each share and SEK 121 in cash for each warrant in Cinnober in the Revised Offer without any further action.
Revised conditions for completion of the Offer
Completion of the Offer was originally conditional upon the obtaining of all, with respect to the Offer and completion of the acquisition of Cinnober, necessary regulatory approvals or similar clearances, approvals and decisions, including from competition authorities, in each case on terms acceptable to Nasdaq Technology.
Nasdaq Technology has now decided to waive the condition regarding regulatory, governmental or similar clearances.
The conditions for completion of the Offer, as set forth in the offer document relating to the Offer published on 26 October 2018 (the “Offer Document”), otherwise remain unchanged as regards the Revised Offer. Nasdaq Technology reserves the right to withdraw the Revised Offer as well as to waive, in whole or in part, one or more of the conditions to completion of the Revised Offer which have not been satisfied (including the right to complete the Revised Offer at a lower level of acceptance), as set forth in the Offer Document.
Extension of the acceptance period
Nasdaq Technology extends the acceptance period to 17.00 CET on 9 January 2019 in order to give the shareholders in Cinnober that have not yet tendered their shares time to consider and accept the Revised Offer.
Important information to warrant holders
The Revised Offer as regards the warrants is made subject to that the warrants can be exercised to subscribe for new Cinnober shares according to the terms and conditions of Cinnober’s warrants 2016/2018.8
Outcome of the Offer and undertakings to accept the Revised Offer
At the end of the initial acceptance period on 14 December 2018, the Offer had been accepted by shareholders representing a total of 8,559,640 shares, corresponding to 37.7 percent of the total number of shares and votes in Cinnober. Furthermore, the Offer had been accepted by warrant holders representing a total of 113,000 warrants.
Invium Partners (2,454,766 shares9), Swedbank Robur Fonder AB (2,175,000 shares), Handelsbanken Fonder AB (2,005,227 shares), MVN Asset Management (1,969,978 shares), AMF Fonder AB (443,668 shares), Humle Småbolagsfond (800,000 shares) and Coeli Asset Management (327,451 shares), representing 44.9 percent in aggregate of the total number of shares and votes in Cinnober, have unconditionally undertaken to accept the Revised Offer.
Nils-Robert Persson, Chairman of the Board of Directors of Cinnober, holding 13.8 percent of the shares and votes in Cinnober10, and Peter Lenti, co-founder and Board member of Cinnober, holding
3.0 percent of the total number of shares and votes in Cinnober11, have accepted the Offer and undertaken not to withdraw their acceptances.
In total, shareholders representing 82.6 percent of the total number of shares and votes in Cinnober have either accepted the Offer, or unconditionally undertaken to accept the Revised Offer.
None of Nasdaq Technology or Nasdaq, Inc. holds any shares or other financial instruments that provide a financial exposure to Cinnober’s shares.
Recommendation from the Board of Directors of Cinnober
The Board of Directors12 of Cinnober has unanimously recommended the Revised Offer for acceptance by the shareholders and warrant holders in Cinnober. This recommendation is expected to be announced shortly by Cinnober in a separate press release, and will be included in its entirety in the supplement to the Offer Document that will be prepared and published by Nasdaq Technology.
Supplement to the Offer Document
Following the information in this press release, Nasdaq Technology will prepare and make public a supplement to the Offer Document.
Acceptance of the Revised Offer, timetable etc.
The last day to accept the Revised Offer is 9 January 2019.
The Revised Offer is accepted by signing and submitting a duly filled in acceptance form in accordance with the instructions in the Offer Document. The acceptance form must be sent in ample time in order to be received by SEB no later than 17.00 CET on 9 January 2019.
The Offer Document regarding the Offer was published on 26 October 2018, and is available at Nasdaq, Inc’s transaction website (http://ir.nasdaq.com/acquisitions/validation-access-rights) and SEB’s website for prospectuses and offer documents (www.sebgroup.com/prospectuses). When the supplement to the Offer Document regarding the Revised Offer has been prepared, the supplement will also be available on the websites above.
Settlement of the Revised Offer will commence as soon as Nasdaq Technology has announced that the conditions for completion of the Revised Offer have been fulfilled, or if Nasdaq Technology otherwise decides to complete the Revised Offer. Provided that such announcement is made no later than 11 January 2019, settlement is expected to commence around 17 January 2019.
Nasdaq Technology reserves the right to extend the acceptance period and to postpone the settlement date. Nasdaq Technology will announce any extension of the acceptance period and/or postponement of the settlement date by a press release in accordance with applicable regulations.
Advisors
SEB is acting as financial advisor and Advokatfirman Cederquist is acting as legal advisor as to Swedish law, to Nasdaq, Inc. and Nasdaq Technology.
1 Based on 22,684,005 shares, including 19,500 shares to be registered following exercise of warrants.
2 Based on 22,684,005 shares and 145,700 warrants, entitling to 437,100 shares in Cinnober.
3 In the event that Cinnober would pay any dividend or make any other value transfer to its shareholders prior to settlement of the Revised Offer, the Revised Offer Price will be reduced accordingly.
4 The price for the warrants correspond to the so called “see-through value” of the warrants calculated based on the Revised Offer price for the shares of SEK 87.00 less the exercise price of SEK 46.67, multiplied by 3.00 as each warrant entitles to three new shares.
5 Refers to the combined holding of David Zetterlund, Eric Tour, Richard Rettig and Invium Partners AB.
6 Directly and indirectly held through companies and/or family members.
7 Cinnober’s Board members, Nils-Robert Persson and Peter Lenti, have accepted the Offer and undertaken not to withdraw their acceptances. In accordance with the rules regarding conflict of interest in Rule II.18 of the Takeover Rules for Certain Trading Platforms, these Board members may not participate in the handling of matters relating to the Revised Offer by the Cinnober Board. However, the Board is quorate also without these two conflicted Board members, as three out of the five Board members in Cinnober have the right to participate in the handling and resolutions relating to the Revised Offer
8 The exercise period for Cinnober’s warrants 2016/2018 closes on 15 January 2019.
9 Refers to the combined holding of David Zetterlund (1,122,000 shares), Eric Tour (654,736 shares), Richard Rettig (628,030 shares) and Invium Partners AB (50,000 shares).
10 Directly and indirectly held through companies and/or family members. 11 Directly and indirectly held through companies and/or family members. 12 See footnote 5 above.
