Tag Archives: Information technology

Fintech Serrala extends shareholder basis: Hg to join founder family, management and Waterland Private Equity as majority owner

Waterland

Serrala, a globally leading software specialist for the automation of financial processes and B2B payments, positions itself for further growth by strengthening its shareholder base with an additional, new majority investor. Waterland Private Equity (“Waterland”), who has closely supported Serrala’s strong expansion over the past five years, is selling a portion of its shares to the software investor Hg. Hg will be the new majority shareholder, while Waterland as well as Serrala’s founder family and management team will retain significant stakes in the company. Backed by this robust and experienced shareholder group, the fintech intends to expand its cloud-based services further and secure additional market share in the sectors of financial automation and B2B payments. Further financial details of the transaction, which is still subject to the usual regulatory approvals, were not disclosed.

As a global software provider, Serrala automates, optimizes and digitizes financial processes for businesses, enabling them to save costs, minimize risks and gain additional process transparency using real-time data. Through innovative solutions, Serrala facilitates the automation of incoming and outgoing payments and invoices as well as cash management processes. Serrala stands for flexible, scalable solutions as well as secure global payment capabilities for businesses of all sizes.

Waterland Private Equity joined forces with Serrala’s founder family Lindemann in 2016 to accelerate the company’s growth. Since then, Serrala has evolved from a German SME into a global B2B fintech with offices in Europe, North America and Asia. The extensive investments made in cooperation with Waterland expanded both the functional range of the firm’s software offering and the technological portfolio, adding for instance also cloud solutions, such that today Serrala provides a unique platform that covers comprehensively the digital “office of the CFO”, in which financial processes and payments are automated and optimized. Together with Hg, an investment firm specializing in the software sector, Serrala will address new growth potential as well as drive forward further investments and expansions.

“During our five years of working with Waterland, we have achieved so much – from expanding the functional range of our software offering over extending the technological portfolio to include cloud solutions to driving forward our internationalization significantly. For that, Waterland’s experience and expertise, both with regards to organic growth – particularly in the US and with our Center of Excellence in India – as well as in regard to acquisitions, were key to the success of by now more than 700 employees and 2,800 clients. For our next growth phase, we aim to continue our current trajectory and invest in innovations and international expansion in cooperation with Waterland and Hg”, says Sven Lindemann, CEO of Serrala.

“Since the beginning of our partnership with Sven Lindemann and the Serrala team, the company has developed from a hidden champion to a global market leader. Today, Serrala is known as a leading software specialist for automating financial processes and B2B payments, both for SMEs as well as blue chip clients. During our partnership, we were able to acquire five companies, which have strategically increased Serrala’s geographic presence as well as its software portfolio. We are very proud of this development and are looking forward to our joint growth journey in the future”, says Dr. Gregor Hengst, Partner at Waterland Private Equity.

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Riskalyze Recapitalised by Hg

HG Capital

Industry-leading, risk-centric wealth management platform gains backing of one of the world’s leading software investors

Founder and CEO Aaron Klein to continue leading the firm

AUBURN, CALIFORNIA, USA and LONDON, UNITED KINGDOM — August 25th, 2021 – Riskalyze, Inc., an industry-leading risk-centric wealth management platform serving financial advisors, enterprises, and asset managers; and Hg, a leading global investor in software and services, today announced a definitive agreement for Hg to acquire a majority interest in Riskalyze. Terms of the deal are not disclosed.

Riskalyze’s industry-leading client and portfolio risk technology is rapidly emerging as an industry standard for advisor, client and portfolio risk analytics across the US wealth management ecosystem. Today, Riskalyze’s platform supports tens of thousands of financial advisors who use it to manage millions of client accounts with over $400 billion in assets.

The transaction marks a major inflection point for the fast-growing company, enabling the business to continue to invest in its strategy to serve the advisor desktop, providing risk, portfolio analytics, proposal, trading and compliance solutions to advisors and wealth management enterprises. The company has added thousands of advisors to the platform in the last 12 months, and has signed key enterprise clients such as Cetera, Atria Wealth, Grove Point, Hightower, Boston Private and Private Advisor Group.

Riskalyze Co-Founder Aaron Klein will reinvest the majority of his holdings into the recapitalized firm, and will continue to lead the company as CEO and a member of the Board of Directors.

“We are thrilled to welcome Hg to Team Riskalyze and are excited to have found the perfect partner to write this next chapter of our story. When we set out on this journey a decade ago, we quickly came to realize that we weren’t just building a company, but a movement – and the tens of thousands of advisors who comprise the Fearless Investing Movement took a big step forward today into a future of innovation and growth.”

Aaron Klein, CEO, Riskalyze

For Hg, the deal represents an opportunity to support a leading software as a service (SaaS) platform and to build and scale a strong wealth management technology business in the United States. Hg is a software and services investor with extensive experience in the global fintech sector, having invested in over 10 fintech leaders in just over five years and investing over $1 billion in the sector to date. Hg has a track record of partnering with founder teams of high-quality and scalable technology solutions to the financial advisor ecosystem. This scale and experience will provide Riskalyze with ample access to additional capital and expertise as needed to complete future acquisitions or to support organic growth.

“Riskalyze has seen significant momentum in the last few years. The team have successfully established themselves as providing a best-in-class SaaS tool that solves real business challenges in a sector still seeing increasing tech adoption. Riskalyze’s software enables advisors to participate in key trends in wealth management and offer more holistic engagement with their clients. We’re delighted to join the team and support the momentum of a modern software business of scale, backed by a visionary founder CEO and strong supporting team.”

Max Dewez, Director at Hg in New York

Riskalyze was advised by Financial Technology Partners as financial advisor and Morris Manning & Martin as legal counsel. Hg was advised by Skadden Arps as legal counsel. The transaction is subject to customary closing conditions and regulatory approvals and is expected to close before the end of September. Hg’s Sebastien Briens, Max Dewez and Richard Earnshaw will join the Board after closing. The company expects to announce additional board appointments in the near future.

Media Contacts:

StreetCred PR (Riskalyze)

Allie Zendrian
allie@streetcredpr.com
516-581-7202

Jason Lahita
jason@streetcredpr.com
973-460-7837

Hg

Tom Eckersley
Tom.Eckersley@hgcapital.com
+44 208 148 5401

Alex Yankus and Harry Mayfield (Brunswick, USA)
+1 917 818 5204

About Riskalyze

Riskalyze is the company that invented the Risk Number®, which powers the world’s first Risk Alignment Platform and was built on top of a Nobel Prize-winning academic framework. Advisors, broker-dealers, RIAs and asset managers use the Riskalyze platform to create alignment between clients and portfolios, leverage sophisticated analytics to increase the quality of their advice, automate trading and client account management, and access world-class models and research in the Riskalyze Partner Store — all with the mission of empowering the world to invest fearlessly. To learn more, visit www.riskalyze.com.

About Hg

Hg is a leading investor in software and services, focused on backing businesses that change how we all do business. Deep technology expertise, complemented by vertical application specialization and dedicated operational support, provides a compelling proposition to management teams looking to scale their businesses. Hg has funds under management of over $37 billion, with an investment team of over 140 professionals, plus a portfolio team of more than 35 operators, providing practical support to help our businesses to realise their growth ambitions. Based in London, Munich and New York, Hg has a portfolio of over 35 software and technology businesses, worth around $70 billion aggregate enterprise value, with over 50,000 employees globally, growing at over 20% per year. Visit www.hgcapital.com for more information.

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Inovalon to be acquired by equity consortium led by Nordic Capital including Insight Partners for $7.3 billion

Nordic Capital
  • Stockholders to Receive $41.00 Per Share in Cash 

Inovalon (Nasdaq: INOV), a leading provider of cloud-based platforms empowering data-driven healthcare, today announced that it has entered into a definitive agreement to be acquired by an equity consortium led by Nordic Capital, and joined by Insight Partners, as lead co-investor, 22C Capital, and Inovalon founder and Chief Executive Officer Keith Dunleavy, M.D. and certain Class B stockholders of Inovalon in an all-cash transaction with an enterprise value of approximately $7.3 billion.

Under the terms of the agreement, Inovalon stockholders will receive $41.00 per share in cash for each share of Class A Common Stock or Class B Common Stock, representing a 25.3% premium over the closing price of Inovalon Class A Common Stock on July 26, 2021, the last unaffected trading day prior to media speculation regarding a potential transaction, and a 24.4% premium over the volume-weighted average price of the Company’s shares over the 30 trading days leading up to the unaffected trading day.

The independent members of the Inovalon Board of Directors, acting on the unanimous recommendation of a special committee of independent directors that led the consideration of alternatives and the negotiation of the terms of the transaction, unanimously approved the agreement, which is subject to a number of customary conditions, including a vote of each of the Class A and Class B stockholders voting separately. In addition, the transaction is subject to approval by a majority of the voting power of the Class A and Class B stockholders voting together as a single class, excluding Dr. Dunleavy, certain other Class B stockholders who are providing equity capital for the transaction and their affiliates. Dr. Dunleavy was not a member of the Special Committee and recused himself from all relevant Board discussions and from the Board vote regarding the transaction.

Upon completion of the transaction, Inovalon will become a private company with greater flexibility to focus on strategies that drive innovation and global market development. Keith Dunleavy, M.D., will continue to be a substantial shareholder in the Company, serve on the Board of Directors, lead Inovalon as CEO, and the Company will maintain its headquarters in Bowie, Maryland.

 “The Inovalon Board regularly evaluates opportunities to enhance stockholder value. Today’s announcement is the culmination of a thorough process of evaluating strategic alternatives and represents a compelling opportunity to deliver immediate and more certain cash value to stockholders at a significant premium,” said William J. Teuber, Jr., Lead Independent Director of the Board and chair of the Special Committee. “During our evaluation it became clear that not only is the consortium led by Nordic Capital offering our shareholders compelling value, they also have a deep appreciation for Inovalon’s cloud-based platforms and data capabilities, as well as an appreciation for the people, mission, and the value impact of the Company.”

“For more than two decades, Inovalon has developed technologies that enable the connectivity, aggregation, and analysis of healthcare data to empower better clinical outcomes and economics across the healthcare ecosystem,” said Keith Dunleavy, M.D., Inovalon’s founder, chief executive officer, and chairman of the board. “We are excited to enter the next chapter in Inovalon’s journey together with such great partners as Nordic Capital, Insight Partners, and 22C Capital. Their significant experience in the areas of software, data, and healthcare is key. This, together with their longer-term focus, operational experience, and international perspective, is an exciting combination for what we see in front of us. We look forward to continuing our mission, together with our greatly appreciated customers, to empower data-driven healthcare.”

 “As a leading healthcare and technology investor, Nordic Capital has long admired Inovalon’s leadership across the healthcare ecosystem and its cloud-based tools leveraging advanced data analytics to meaningfully empower its customers and the patients they serve,” said Fredrik Näslund, Partner, Nordic Capital Advisors. “As data-driven insights become even more important in improving healthcare, Nordic Capital and its co-investors are committed to supporting Inovalon in continuing to deliver high-value solutions to customers and look forward to partnering with Keith and the Inovalon team in this next phase of the Company’s growth journey.”

 “At Insight Partners, we work with healthcare IT leaders who define and grow their markets through world-class software, data and innovation,” said Deven Parekh, Managing Director at Insight Partners. “We are excited to support Inovalon, a market leader with a long history of serving customers with powerful data technology as they continue to transform the healthcare ecosystem.”

Approvals and Timing

The Inovalon Board of Directors formed a Special Committee composed entirely of independent and disinterested directors to conduct a thorough review of strategic alternatives. The Special Committee led negotiations with the assistance of independent financial and legal advisors. Following the Special Committee’s unanimous recommendation, the independent members of the Inovalon Board unanimously approved the merger agreement with an entity established by the equity consortium led by Nordic Capital and co-led by Insight Partners, and recommend that Inovalon stockholders adopt and approve the merger agreement and the transaction.

The transaction is expected to close in late 2021 or early 2022, subject to the satisfaction of customary closing conditions, including the stockholder approvals described above and the receipt of U.S. antitrust approval. The transaction is not subject to a financing condition.

Advisors

J.P. Morgan Securities LLC is serving as financial advisor to Inovalon, and Latham & Watkins LLP is serving as legal advisor to Inovalon and the Special Committee of the Board of Directors of Inovalon. Evercore is serving as financial advisor to the Special Committee. Goldman Sachs is acting as lead financial advisor to Nordic Capital and Insight Partners. Citigroup is also advising Nordic Capital and Insight Partners, and Kirkland & Ellis LLP is serving as legal advisor. Willkie Farr and Gallagher LLP served as legal advisor to Insight Partners.

About Inovalon

Inovalon is a leading provider of cloud-based platforms empowering data-driven healthcare. Through the Inovalon ONE® Platform, Inovalon brings to the marketplace a national-scale capability to interconnect with the healthcare ecosystem, aggregate and analyze data in real time, and empower the application of resulting insights to drive meaningful impact at the point of care. Leveraging its Platform, unparalleled proprietary datasets, and industry-leading subject matter expertise, Inovalon enables better care, efficiency, and financial performance across the healthcare ecosystem. From health plans and provider organizations, to pharmaceutical, medical device, and diagnostics companies, Inovalon’s unique achievement of value is delivered through the effective progression of “Turning Data into Insight, and Insight into Action®.” Supporting thousands of customers, including all 25 of the top 25 U.S. health plans, all 25 of the top 25 global pharma companies, 24 of the top 25 U.S. healthcare provider systems, and many of the leading pharmacy organizations, device manufacturers, and other healthcare industry constituents, Inovalon’s technology platforms and analytics are informed by data pertaining to more than one million physicians, 584,000 clinical facilities, 338 million Americans, and 63 billion medical events. For more information, visit www.inovalon.com.

About Nordic Capital

Nordic Capital is a leading private equity investor with a resolute commitment to creating stronger, sustainable businesses through operational improvement and transformative growth. Nordic Capital focuses on selected regions and sectors where it has deep experience and a long history. Focus sectors are Healthcare, Technology & Payments, Financial Services, and selectively, Industrial & Business Services. Key regions are Europe and globally for Healthcare and Technology & Payments investments. Since inception in 1989, Nordic Capital has invested more than EUR 17 billion in close to 120 investments. The most recent funds are Nordic Capital Fund X with EUR 6.1 billion in committed capital and Nordic Capital Evolution Fund with EUR 1.2 billion in committed capital, principally provided by international institutional investors such as pension funds. Nordic Capital Advisors have local offices in Sweden, the UK, the US, Germany, Denmark, Finland and Norway. For further information about Nordic Capital, please visit www.nordiccapital.com.

“Nordic Capital” refers to any, or all, Nordic Capital branded funds and vehicles and associated entities. The general partners and/or delegated portfolio manager of Nordic Capital’s funds and vehicles are advised by several non-discretionary sub-advisory entities, any or all of which are referred to as “Nordic Capital Advisors”.

About Insight Partners

Insight Partners is a leading global venture capital and private equity firm investing in high-growth technology and software ScaleUp companies that are driving transformative change in their industries. Founded in 1995, Insight Partners has invested in more than 400 companies worldwide and has raised through a series of funds more than $30 billion in capital commitments. Insight’s mission is to find, fund, and work successfully with visionary executives, providing them with practical, hands-on software expertise to foster long-term success. Across its people and its portfolio, Insight encourages a culture around a belief that ScaleUp companies and growth create opportunity for all. For more information on Insight and all its investments, visit www.insightpartners.com or follow us on Twitter@insightpartners.

About 22C Capital

22C Capital is a private investment firm committed to delivering capital and critical resources to companies operating at the intersection of technology enablement and data analytics adoption. The firm has a dedicated focus on the business services, healthcare and financial services sectors. 22C partners with world-class management teams to build companies that are leaders in their respective markets. The firm’s operational and technology resources, including its affiliated data science organization, deliver practical, real-world support to help convert businesses’ challenges into opportunities and unlock their full potential.

Additional Information and Where to Find It

This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval. This communication may be deemed to be solicitation material in respect of the proposed transaction involving Inovalon Holdings, Inc. (“Inovalon”) and affiliates of Nordic Capital. In connection with the proposed transaction, Inovalon intends to file with the Securities and Exchange Commission (the “SEC”) and furnish to stockholders a proxy statement. This communication is not a substitute for the proxy statement or any other document that Inovalon may file with the SEC or send to its stockholders in connection with the proposed transaction. INVESTORS AND STOCKHOLDERS OF INOVALON ARE URGED TO READ THE PROXY STATEMENT AND OTHER RELEVANT MATERIALS WHEN THEY BECOME AVAILABLE BEFORE MAKING ANY VOTING OR INVESTMENT DECISION WITH RESPECT TO THE PROPOSED TRANSACTION BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT INOVALON AND THE PROPOSED TRANSACTION. The materials to be filed by Inovalon will be made available to Inovalon’s investors and stockholders at no expense to them and copies may be obtained free of charge on Inovalon’s website at www.inovalon.com. In addition, all of those materials will be available at no charge on the SEC’s website at www.sec.gov.

Inovalon and its directors, executive officers, other members of its management and employees may be deemed to be participants in the solicitation of proxies of Inovalon stockholders in connection with the proposed transaction under SEC rules. Investors and stockholders may obtain more detailed information regarding the names, affiliations and interests of Inovalon’s executive officers and directors in the solicitation by reading Inovalon’s proxy statement for its 2021 annual meeting of stockholders, the Annual Report on Form 10-K for the fiscal year ended December 31, 2020, and the proxy statement and other relevant materials that will be filed with the SEC in connection with the proposed transaction when they become available. Information concerning the interests of Inovalon’s participants in the solicitation, which may, in some cases, be different than those of the Inovalon’s stockholders generally, will be set forth in the proxy statement relating to the proposed transaction when it becomes available.

 

Forward-Looking Statements

All statements and assumptions in this communication that do not directly and exclusively relate to historical facts could be deemed “forward-looking statements.” Forward-looking statements are often identified by the use of words such as “anticipates,” “believes,” “estimates,” “expects,” “may,” “could,” “should,” “forecast,” “goal,” “intends,” “objective,” “plans,” “projects,” “strategy,” “target” and “will” and similar words and terms or variations of such. These statements represent current intentions, expectations, beliefs or projections, and no assurance can be given that the results described in such statements will be achieved. Forward-looking statements include, among other things, statements about the potential benefits of the proposed transaction; the prospective performance and outlook of Inovalon’s business, performance and opportunities; the ability of the parties to complete the proposed transaction and the expected timing of completion of the proposed transaction; as well as any assumptions underlying any of the foregoing. Such statements are subject to numerous assumptions, risks, uncertainties and other factors that could cause actual results to differ materially from those described in such statements, many of which are outside of Inovalon’s control. Important factors that could cause actual results to differ materially from those described in forward-looking statements include, but are not limited to, (i) the ability to obtain the requisite approval from stockholders of Inovalon; (ii) uncertainties as to the timing of the proposed transaction; (iii) the risk that the proposed transaction may not be completed in a timely manner or at all; (iv) the possibility that competing offers or acquisition proposals for Inovalon will be made; (v) the possibility that any or all of the various conditions to the consummation of the proposed transaction may not be satisfied or waived, including the failure to receive any required regulatory approvals from any applicable governmental entities (or any conditions, limitations or restrictions placed on such approvals); (vi) the occurrence of any event, change or other circumstance that could give rise to the termination of the merger agreement, including in circumstances that would require Inovalon to pay a termination fee or other expenses; (vii) the effect of the pendency of the proposed transaction on Inovalon’s ability to retain and hire key personnel, its ability to maintain relationships with its customers, suppliers and others with whom it does business, its business generally or its stock price; (viii) risks related to diverting management’s attention from Inovalon’s ongoing business operations or the loss of one or more members of the management team; (ix) the risk that stockholder litigation in connection with the proposed transaction may result in significant costs of defense, indemnification and liability; (x) various risks related to health epidemics, pandemics and similar outbreaks, such as the COVID-19 pandemic, which may have material adverse effects on Inovalon’s business, financial position, results of operations and/or cash flows; (xi) failure to comply with numerous laws, regulations and rules, including regarding employment, anti-bribery, foreign investment, tax, privacy, and data protection laws and regulations; (xii) problems or delays in the development, delivery and transition of new products and services or the enhancement of existing products and services to meet customer needs and respond to emerging technological trends; (xiii) failure of third parties to deliver on commitments under contracts with Inovalon; (xiv) misconduct or other improper activities from Inovalon’s employees or subcontractors; (xv) failure of Inovalon’s internal control over financial reporting to detect fraud or other issues; (xvi) failure or disruptions to Inovalon’s systems, due to cyber-attack, service interruptions or other security threats; (xvii) uncertainty from the expected discontinuance of the London Interbank Offered Rate and transition to any other interest rate benchmark; and (xviii) other factors as set forth from time to time in Inovalon’s filings with the SEC, including its Annual Report on Form 10-K for the fiscal year ended December 31, 2020, as may be updated or supplemented by any subsequent Quarterly Reports on Form 10-Q or other filings with the SEC. Readers are cautioned not to place undue reliance on such statements which speak only as of the date they are made. Inovalon does not undertake any obligation to update or release any revisions to any forward-looking statement or to report any events or circumstances after the date of this communication or to reflect the occurrence of unanticipated events except as required by law.

 

Contacts:

Inovalon
Kim E. Collins, Senior Vice President, Corporate Communications
kcollins@inovalon.com
Phone: +1-301-809-4000 x1473

Nordic Capital
Katarina Janerud, Communications Manager, Nordic Capital Advisors
katarina.janerud@nordiccapital.com
Phone: +46 8 440 50 50

US media contact – Brunswick Group
NordicCapital@brunswickgroup.com

Insight Partners
Nikki Parker, Senior Vice President Marketing & Communications
Phone: +1 571 353 4273
nparker@insightpartners.com

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Managed cloud services group continues growth: Waterland portfolio company Skaylink partners with BTT Cloud

Waterland

With support from Waterland Private Equity (“Waterland”), the cloud service provider Skaylink continues its growth. BTT Cloud, a leading provider of modern cloud infrastructure services, has partnered with the fast-growing Skaylink. The sellers of the majority share in BTT Cloud is its founder and managing director, who will remain with the company in his current position and will reinvest in Skaylink as well. Further financial details of the transaction were not disclosed.

BTT Cloud, based in Vilnius, Lithuania, is one of the leading European providers of modern cloud infrastructure services. The company supports customers throughout Europe during the implementation, operation and maintenance of private and public cloud environments. Due to continuously developing its proprietary solutions, BTT offers a broadly diversified range of services in the field of semi-automated cloud operation. Particularly in the area of Managed AWS (Amazon Web Services), BTT is one of the fastest-growing specialists. In addition, the company has comprehensive expertise in the Microsoft Azure and Google Cloud platforms.

The partnership enables Skaylink to expand its service capacities in the area of management and migration of cloud infrastructures, opening up an additional, highly attractive market for attracting new talent and expertise. Due to BTT’s know-how in the area of Google Cloud, Skaylink will also be able to support its clients in all three leading public cloud environments, thereby completing its service offering. As a result of the partnership, Skaylink will be able to take the next step in its journey towards becoming the leading provider of managed cloud services for enterprise and SME client based in the German-speaking DACH region.

“There are only a few companies able to operate highly complex cloud infrastructures using a platform-agnostic approach, with Skaylink being one of them. That is why we are very happy to have them as a partner on the way towards becoming the leading managed cloud service provider in Europe”, says Donatas Zaveckas, Managing Director at BTT Cloud.

“In the European market for cloud services, BTT is strongly positioned with an experienced team, which both shares our entrepreneurial ideas and aims to embrace a clear ‘Service First’ culture. We are seeing a number of opportunities to leverage this new partnership to expand our joint customer base and greatly improve our service portfolio through expansions”, says Gerald Jenner, Member of the Executive Committee at Skaylink.

“The partnership with BTT Cloud ideally complements the Skaylink service portfolio in the field of Google Cloud, thereby accessing a new, highly attractive market for IT experts. The high-quality standards of BTT’s cloud engineers have convinced us from the very beginning that the company is the ideal strategic expansion for Skaylink”, says Dr. Gregor Hengst, Partner at Waterland.

In 2020, the private equity investment group acquired a majority share in Skaylink. Since, Waterland has supported Skaylink and its managed cloud services platform in their organic and inorganic growth ambitions. In July 2021, the acquisition of root360, a leading German provider of Managed AWS, formed another important aspect of the long-term buy-&-build strategy for Skaylink, which today employs a staff of more than 500 at locations in Germany, Romania, Brazil, with about 70 more now in Lithuania.

Waterland has extensive experience in the fields of digitalization and modern IT infrastructure through its investments in several European countries. In the German-speaking region, Waterland has already invested in companies such as netgo (IT provider), Serrala (payment software), Netrics (cloud and ICT services) and GOD (enterprise IT and software solutions) as well as in Enreach (unified communications solutions), amongst others.

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Advania announces the acquisition of Visolit

ik-investment-partners

Advania announces the acquisition of Visolit to create one of the strongest and fastest growing IT service providers in the Nordics.

Advania AB (“Advania”), one of the leading full-service IT providers in the Nordics and has reached a definitive agreement with IK Investment Partners (“IK”) to acquire Visolit AS (“Visolit”), a leading provider of corporate IT solutions and cloud services across Sweden and Norway, from the IK VII Fund and other shareholders.

The combined group (the “Company”) will be one of the strongest and fastest-growing IT service providers in the Nordics, with a total turnover in excess of SEK 9 billion in 2021 and approximately 2,550 employees. The Company will leverage the commercial strengths, resources, and expertise of both the Advania and Visolit platforms to offer a highly compelling, future-ready suite of products and services to its customer base – with the combination enabling a broader, deeper and more differentiated offering, even more closely tailored to each customer. Furthermore, the combination will create a first-rate workplace for employees, allowing the exceptional talent from both companies to thrive in an entrepreneurial environment and with a decentralised model close to customers.

  • The combined group will have a turnover in excess of SEK 9 billion, approximately 2,550 employees and will leverage the expertise of both Advania and Visolit to offer a broad and deep range of compelling IT services tailored to each customer.
  • The aim is to create the preferred Nordic IT services provider, fueled by exceptional talent from both companies to thrive in an entrepreneurial environment with a decentralized model close to the customer.
  • Advania, with a heritage dating back to its inception in Iceland in 1939, is a leading IT-provider in the Nordics with operations in Sweden, Iceland, Norway, Denmark and Finland.
  • Visolit, with a heritage dating back to its inception in Norway 1997, is a leading IT-provider in the Nordics with operations in Norway and Sweden.

Goldman Sachs Asset Management will continue to be the majority shareholder of the Advania group, whilst the IK IX Fund will join as a new minority shareholder in the combined group post-closing, forming a strong new partnership with in-depth Nordic IT-service expertise.

Mikael Noaksson, CEO of Advania, said: “We are extremely excited about the combination of our business with Visolit which represents a substantial step towards becoming the preferred Nordic IT-services company. Joining forces will enable us to get even closer to our customers and to serve our combined customer bases with a broader and better offering.”

Terje Mjøs, CEO of Visolit, said: “We are proud of what we have built at Visolit since 1997, with our position in Norway and Sweden. The combination with Advania as a leading player in the Nordics will allow us to provide the best offering to the combined customer base of this exciting new venture.”

Michael Bruun, Head of the EMEA Private Equity Business at Goldman Sachs Asset Management, said: “After the acquisition of a majority stake in Advania earlier in 2021, we are very excited about the combination of Advania and Visolit, two highly complementary businesses which we expect together will deliver a highly compelling value proposition to their combined client base.”

Alireza Etemad, Partner at IK Investment Partners and Advisor to the IK VII and IK IX Funds, said: “Since the IK VII Fund’s investment in 2016, we have supported the strong team at Visolit to grow and future-proof their business in an evolving IT landscape. The combination with Advania is a natural step in this journey of creating a leading player across the Nordics. We are delighted to continue our partnership by investing in the combined business and are excited to help create the Nordic IT services company of choice.”

Goldman Sachs Bank Europe SE, Sweden Bankfilial acted as financial advisor to Advania. Raymond James acted as financial advisor to Visolit.

The closing of the transaction is expected during second half of 2021 and is subject to, amongst other things, regulatory and antitrust review and approval.

For more information, please contact:

Advania AB
Mikael Noaksson, CEO
Email: mikael.noaksson@advania.com
Phone: +46 76 140 00 80

Visolit Group
Terje Mjøs, CEO
Email: terje.mjos@visolit.no
Phone: +47 900 34 159

Goldman Sachs Asset Management
Joseph Stein, Media Relations
Email: joseph.stein@gs.com
Phone: +44 20 7774 2523

IK Investment Partners
Maitland/AMO
Email: IK-Maitland@maitland.co.uk
Phone: +44 (0) 7342 704 229

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Hg invests in MDT

HG Capital

Further strengthening its position as a leader in the growing industrial automation sector

MDT will complement Hg’s other investments in industry automation, including sister company Auvesy which, together with MDT, will form a global, reliable and highly innovative partner for customers, setting the standard in the sector.

Alpharetta, Georgia, USA and London, United Kingdom: 04 August 2021 – Hg, a leading global software and services investor, today announces the completion of an investment in MDT Software (“MDT”), a leading global provider of version control and change management software solutions for automated industrial environments, with a strong footprint in the US and in installations worldwide.

As part of the transaction the current majority owner of Desco Corporation (“Desco”) has fully exited his position in MDT. The terms of the transaction have not been disclosed.

Founded in 1987 and headquartered in Alpharetta, Georgia, USA, MDT is a trusted provider of disaster recovery and change management solutions for automated devices. Its solution ‘MDT AutoSave’, supports all manufacturers to effectively manage an increasing array of smart devices on the plant floor. MDT manages over a million industrial IoT devices across 44 countries, serving over 400 loyal customers.

MDT is the ninth investment in Hg’s Automation & Engineering cluster and is made from the Hg Mercury 3 Fund. It complements Hg’s recent investment in Auvesy, a European sector leader for version control and change management software. Auvesy and MDT will work together to set the much-needed industry standard in the industry automation space, which sees an exponential growth in the number of digitized devices that need to be maintained and managed. MDT and Auvesy will focus their products to deliver version control solutions from a technical, cybersecurity, compliance and, for certain industries, a regulatory perspective.

“This is great news for everyone at MDT. Over the last 32 years the MDT team has worked hard to get us into this position. Our team and our customers will benefit significantly from Hg’s operational experience in cloud technologies and business intelligence. Together with Hg and Auvesy we will further improve our products and customer service to make digitalization easier for our customers, while reducing downtime, aiding in compliance and reducing cyber risk.”

Gary Gillespie, President of MDT

“MDT is a great business with a successful history and strong customer footprint. We see digitalization on the shopfloor as at an inflection point, with significant growth opportunity in this sector, both across new industry verticals and expansion into additional use cases. Having both Auvesy and MDT in our portfolio will enable us to offer better solutions to customers whilst driving innovation and adoption in this segment.”

Benedikt Joeris, Director at Hg

“With MDT and Auvesy we do have an even better base for our success in the US and EMEA. Aligning the product roadmaps will enable us to serve the specific needs of our growing customer base even better.”

Markus Reithwiesner, an industry advisor at Hg and serving board member for several companies in the production and industry automation sector, will lead both MDT and Auvesy as Chairman

 

“As a long-term investor in MDT we felt it was the perfect time to combine forces with Hg and Auvesy and bring the business to the next level after almost 25 years of continued success. We are confident that MDT will continue to be extremely successful in an increasingly dynamic environment under the new ownership.”

Joe J. Colletti, former President of MDT and current Senior Vice President of Desco Corporation

Media Contact

Hg
Tom Eckersley
Tom.Eckersley@hgcapital.com
+44 208 148 5401

About MDT
Since 1987, MDT Software has been a trusted provider of disaster recovery and change management solutions for leading manufacturers. As the inventor of Change Management software for automation device programs, MDT Software has consistently delivered innovative solutions that are now considered benchmarks of excellence in industrial automation. Today, many of the world’s leading manufacturers around the world have selected products from MDT Software to effectively manage an increasing array of software on the plant floor.

About Hg
Hg is a leading investor in software and services, focused on backing businesses that change how we all do business. Deep technology expertise, complemented by vertical application specialisation and dedicated operational support, provides a compelling proposition to management teams looking to scale their businesses. Hg has funds under management of around $37 billion, with an investment team of over 140 professionals, plus a portfolio team of more than 35 operators, providing practical support to help our businesses to realise their growth ambitions. Based in London, Munich and New York, Hg has a portfolio of over 35 software and technology businesses, worth around $70 billion aggregate enterprise value, with over 50,000 employees globally, growing at over 20% per year. Visit www.hgcapital.com for more information.

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Apax Funds create landscape-defining social good software platform

EveryAction, Social Solutions and CyberGrants to Combine in $2 Billion Transaction 

Funds advised by Apax (the “Apax Funds”) today announced that they have reached agreements to acquire EveryAction from Insight Partners (“Insight”) and Social Solutions from Vista Equity Partners (“Vista”). The two best-in-class companies will be combined with CyberGrants, which was recently acquired by the Apax Funds, to create a leading provider of next-generation Software-as-a-Service (SaaS) solutions to the social good ecosystem. The combined company will have an enterprise value of $2 billion, making it the largest M&A transaction in the history of the social good software sector. Vista will maintain a stake in the combined business.

The combination of EveryAction, Social Solutions and CyberGrants will allow the three companies to scale their unique offerings and improve their support for non-profit organizations. The combined company brings together EveryAction’s omni-channel engagement platform for non-profits, used to optimize stakeholder interactions, raise more money, and build more support, with Social Solutions’ case management software that provides actionable, data-driven insights in order to help non-profit and public sector customers better coordinate the delivery of essential services, measure impact, and improve outcomes for those in need, as well as CyberGrants’ solutions for corporate social responsibility, employee engagement, and volunteer management that maximizes the impact of corporate philanthropy. Customers will be able to continue to use their existing software solution, while also gaining access to new networks and a larger portfolio of offerings.

The new company is expected to have a combined annual revenue of over $200 million and will be the second largest and fastest-growing social good software company currently in the sector globally. Its differentiated, end-to-end solutions collectively will support a unique network of 650,000 non-profit organizations, many of the most respected companies and foundations in the world including half of the Fortune 500, and over 38 million donors and volunteers. The combined company will be well positioned to match non-profits seeking more donations and volunteers with individuals, foundations, companies, and employees looking for opportunities to help.

Since its inception, Apax has been committed to creating a positive impact for people and the communities in which it operates. In 2006, the firm established the Apax Foundation to focus on grants and employee donations to enable social mobility in underserved communities. This experience, coupled with the Apax Tech team’s deep expertise in enterprise software, uniquely positioned Apax to identify three leading assets in adjacent segments of the social good software landscape and execute on a thesis to build a next-generation market leader. The Apax Funds will look to support the new company as it delivers enhanced value to non-profit organizations, their donors and constituents, invests in continued innovation, and accelerates already robust growth.

“The social good community will benefit from this combination of best-in-class solutions, and by connecting non-profits with a large network of givers. Apax is the perfect partner to help us collectively Do Good and Do Well, given their outstanding track-record as a tech investor and their focus on impact,” said Stu Trevelyan, CEO of EveryAction.

“Joining forces will empower human services agencies in both the non-profit and public sectors to fully capitalize on the opportunities for digital transformation. Our expanded offerings and opportunities for product innovation will create real value for our clients, improve outcomes for the people they serve, and help them accelerate lasting social change,” said Erin Mulligan Nelson, CEO of Social Solutions.

“This combination dramatically strengthens our connections with non-profits, enhancing information flow to enable our clients to maximize and validate the impact of their philanthropy,” said Mark Layden, CEO of CyberGrants.

Jason Wright and Adam Garson, Partner and Principal at Apax, said: “All three companies are mission-driven and have leading solutions in their respective segments. This combination will truly maximize their collective impact by bringing together world-class talent and products. The resulting scale and connectivity between donors and non-profits will help reshape philanthropic giving.”

The transaction is subject to customary closing conditions and is expected to close in Q3 2021. Apax was advised by Evercore (financial advisor) and Skadden, Arps, Slate, Meager & Flom (legal advisor). EveryAction and Insight were advised by William Blair & Company (financial advisor) and Willkie Farr & Gallagher (legal advisor). Social Solutions and Vista were advised by Harris Williams (financial advisor) and Kirkland & Ellis LLP (legal advisor).

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3i invests in MAIT to support future growth

3I

3i Group plc (“3i Group”) announces that it has agreed to invest c. €60m in MAIT GmbH (“MAIT”), a leading provider of innovative and pioneering digital solutions in the DACH region.

MAIT Group, headquartered in Rottweil, Germany, provides innovative and pioneering digital solutions in product lifecycle management (“PLM”), enterprise resource planning (“ERP”) and IT services generating approx. €120m in sales. More than 550 employees across 21 locations in Germany, Austria and Switzerland develop and implement solutions in close cooperation with their over 5,300 SME customers. As a value-added reseller and strategic implementation partner, MAIT uses the most innovative technologies from market-leading PLM, ERP and IT providers such as Siemens, PTC, SAP-PLM, abas, Comarch, HP and Fujitsu.

MAIT differentiates itself by looking at digitisation in a holistic way and developing tailored solutions in partnership with its customers. Its excellent service is demonstrated by the fact that c. 60% of its customer relationships have existed for over 10 years. The company has a high level of recurring revenues driven by multi-year maintenance and IT infrastructure contracts.

MAIT operates in an attractive market which is expected to continue to grow considerably. To take advantage of growth opportunities, medium-sized companies in particular are investing significantly in digital transformation in order to make their processes more efficient and effective. Against the backdrop of the increasing importance of software and IT solutions, demand for PLM, ERP and IT is expected to grow by around 8% annually in the coming years, driven by megatrends such as IoT and Industry 4.0.

Ulf von Haacke, Partner, 3i, commented: “MAIT is uniquely positioned at the intersection of PLM, ERP and managed IT services and has significant penetration growth potential, as well as multiple strategic M&A opportunities in a highly fragmented market. This makes it an exciting and attractive platform investment for 3i and we are looking forward to working with the excellent management team, and leveraging our other successful partnerships in the technology and software sector, to continue MAIT’s profitable growth trajectory.”

Stefan Niehusmann, Managing Director of MAIT, said: “As the management team, Kurt Gürtler, Axel Schmied, Oliver Spölgen and I are convinced that 3i will be a great partner for the next stage of MAIT’s growth, particularly in supporting our M&A strategy. 3i has a strong track record in the IT services sector and heritage in the DACH region. In addition, the 3i team has an impressive international network which will be very valuable to MAIT.”

Kamy Niroumand, former Chief Sales Officer at T-Systems and current Chairman of HR management software provider P&I, will join the Advisory Board as Chairman.

-ENDS-

For further information, contact:

3i Group plc
Silvia Santoro
Investor enquiries		 Tel: +44 20 7975 3258
Email: silvia.santoro@3i.com
Imogen Harvey
Media enquiries		 Tel: +44 20 7975 3027
Email: imogen.harvey@3i.com

About 3i Group

3i is an investment company with two complementary businesses, Private Equity and Infrastructure, specialising in core investment markets in Northern Europe and North America.

3i’s Private Equity team provides investment solutions for growing companies, backing entrepreneurs and management teams of mid-market companies with an EV typically between €100m – €500m. We back international growth plans, providing access to our network and expertise to accelerate the growth of companies across the consumer, industrial, healthcare and business and technology services industries.

For further information, please visit: www.3i.com

About MAIT

MAIT Group is the partner for innovative digital solutions in product lifecycle management, enterprise resource planning and IT services. The company serves over 5,300 customers generating sales of €120 million.

More than 550 MAITs (a neologism made up of “mate” for partner, “IT” and “AI” for artificial intelligence) implement specific solutions in close cooperation with their customers at 21 locations in Germany, Austria and Switzerland. At eye level. Pioneering. As a value added reseller, MAIT uses the most innovative technologies from market-leading PLM, ERP and IT providers such as Siemens, PTC, SAP-PLM, abas, Comarch, HP and Fujitsu.

Regulatory information

This transaction involved a recommendation of 3i Investments plc, advised by 3i Germany.

 

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Nordic Capital-backed Signicat acquires Spanish Electronic IDentification (eID) to enhance leadership position in European Reg Tech market

Nordic Capital

This acquisition strengthens Signicat’s identity proofing and electronic signing offerings and expands reach into more European and Spanish-speaking markets.

Signicat, the Trusted Digital Identity™ company, has acquired Spanish Electronic IDentification (eID), a digital identity pioneer and world leading provider of asynchronous video identification services. With the acquisition, Signicat will strengthen its European presence and take a further step towards becoming the market leader in providing digital identity and electronic signing solutions globally. This is the second major acquisition Signicat has made this year, after buying Encap Security recently in June.

Nordic Capital-backed Signicat acquires Spanish Electronic IDentification (eID) to enhance leadership position in European Reg Tech market Image

“Through our long cooperation, we were convinced that eID is a perfect match for us. Their unique services are a great compliment to our offering, and they bring with them a stronger foothold into the European market and competency to further fuel our growth ambitions. Together, we will solve some of the most advanced digital identity challenges for our customers” says Asger Hattel, CEO of Signicat.

eID brought to the market the disruptive solution of asynchronous video identification based on video-in streaming with end-to-end coverage of the identification process. This, combined with their Qualified Electronic Signature (QES) service, generates a strong and fully digital identification flow. As the Spanish market leader, eID began marketing its products in 2016 and currently has a strong track record with more than 250 customers spread across 30 countries.

Signicat has had a partnership with eID for the past four years, through which eID’s solutions are also available on Signicat’s platform. The coming together of these two organisations creates a company with unrivalled strength in identity proofing, authentication, and electronic signature solutions. The joint offering ensures the highest level of security and compliance of digital identity solutions in the European market, all based on the ‘Strong Digital Identity’ (SDI) concept, developed by eID. This enables a common end-to-end digital onboarding process across the EU in compliance with the most restrictive legislation, creating a game changer in regulated sectors such as finance and governments.

“We look forward to continuing our partnership and becoming part of the Signicat family. Joining forces will enable us to achieve the rapid expansion we have been working on for the last eight years” says Iván Nabalon, CEO of eID.

After the acquisition, eID will continue as an independent organisation with a separate brand, with a goal of full integration within two years. The acquisition is subject to normal requirements, including approval by the Spanish competition authorities. The transaction figure is not made public.

About Electronic IDentification

Electronic IDentification (eID) brought to the market the disruptive solution of asynchronous video identification based on video-in streaming with end-to-end coverage of the identification process. This, combined with their Qualified Electronic Signature (QES) service, generates a strong, fully digital identification flow. As the Spanish market leader, eID began marketing its products in 2016 and currently has a strong track record with more than 250 customers spread across 30 countries.

For further information about Electronic Identification visit: https://www.electronicid.eu/en

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CONSORTIUM LED BY NPM DECLARES OFFER UNCONDITIONAL; 80.1% OF ICT GROUP SHARES TENDERED OR COMMITTED UNDER THE OFFER

NPM Capital

JOINT PRESS RELEASE

This is a joint press release by ICT Group N.V. (“ICT Group” or the “Company“), NPM Investments XI B.V. (the “Offeror“) (a wholly-owned subsidiary of NPM Capital N.V. (“NPM Capital“)) and Teslin Ipanema Acquisition B.V. (“Teslin Acquisition”) (a wholly-owned subsidiary of Teslin Participaties Coöperatief U.A. (“Teslin“), and together with NPM Capital the “Consortium“) pursuant to the provisions of Section 13, paragraphs 1 and 2, Section 16, paragraphs 1 and 2, and Section 17, paragraphs 1 and 3 of the Netherlands Decree on Public Takeover Bids (Besluit openbare biedingen Wft, the “Decree“) in connection with the recommended public offer made by the Offeror for all the issued and outstanding ordinary shares in the capital of ICT Group (the “Offer”). This announcement does not constitute an offer, or any solicitation of any offer, to buy or subscribe for any securities in ICT Group. The Offer has been made by means of the offer memorandum dated 27 May 2021 (the “Offer Memorandum“). This announcement is not for release, publication or distribution, in whole or in part, in or into, directly or indirectly, in any jurisdiction in which such release, publication or distribution would be unlawful. Terms not defined in this press release will have the meaning as set forth in the Offer Memorandum.

CONSORTIUM LED BY NPM DECLARES OFFER UNCONDITIONAL; 80.1% OF ICT GROUP SHARES TENDERED OR COMMITTED UNDER THE OFFER

Rotterdam/Amsterdam/Maarsbergen, the Netherlands, 26 July 2021

  • 80.1% of the Shares have been tendered or irrevocably committed under the Offer
  • All Offer Conditions are now satisfied
  • The Offeror declares the Offer for ICT Group unconditional
  • Settlement of the Offer will take place on 30 July 2021, at which date the Offer Price of EUR 14.90 adjusted to EUR 14.50 will be paid
  • Remaining Shares can be tendered during the Post-Acceptance Period, commencing on 27 July 2021 and ending on 9 August 2021

 

Offeror declares the Offer unconditional

ICT Group and the Offeror are pleased to jointly announce today that, considering all Offer Conditions having been satisfied, the Offeror declares the Offer unconditional (doet gestand). The number of Shares that have been tendered for acceptance or irrevocably committed under the Offer, is equal to 80.1% of the Shares.

As announced on 23 July 2021, during the Offer Period, that expired at 17:40 hours (CEST) on 23 July 2021, 7,549,314 Shares were tendered under the Offer, representing approximately 77.9% of the Shares and an aggregate value of approximately EUR 112.5 million.

Alychlo NV, holding 215,858 Shares (representing 2.2% of the Shares), has irrevocably committed to tender all Shares held by it (the Committed Shares) in the Post-Acceptance Period on the terms and conditions of the Offer, including the Offer Price of EUR 14.90 (cum dividend) in cash per Share, adjusted to EUR 14.50 (cum dividend) in cash per Share for the dividend of EUR 0.40 per Share. Alychlo NV did not receive any information relevant for a Shareholder in connection with the Offer that is not included in the Offer Memorandum or this press release. At the date of this press release, the Offeror on the one hand, and Alychlo NV on the other hand, do not hold shares in each other’s capital.

Together with the Committed Shares, a total of 7,765,172 Shares have now been tendered or irrevocably committed to be tendered under the Offer, representing 80.1% of the Shares and an aggregate value of approximately EUR 115.7 million (at an Offer Price of EUR 14.90 (cum dividend) in cash per Share, adjusted to EUR 14.50 (cum dividend) in cash per Share for the dividend of EUR 0.40 per Share).

As a result, all Offer Conditions described in the Offer Memorandum have now been satisfied, and the Offeror declares the Offer unconditional (doet gestand).

Settlement

With reference to the Offer Memorandum dated 27 May 2021, holders of Shares who accepted the Offer shall receive the Offer Price for each Tendered Share tendered during the Offer Period and transferred (geleverd) for acceptance pursuant to the Offer, under the terms and conditions of the Offer and subject to its restrictions.

Settlement of the Shares and payment of the Offer Price will take place on 30 July 2021. Following Settlement, the Offeror will hold (directly or indirectly) 7,549,314 Shares which together with the Committed Shares amounts to 7,765,172 Shares, representing 80.1% of the Shares.

Upon Settlement the changes to the composition of the Supervisory Board of ICT Group, as approved by the EGM on 9 July 2021, will become effective.

Post-Acceptance Period

The Offeror hereby announces that Shareholders who have not tendered their Shares during the Offer Period will have the opportunity to tender their Shares under the same terms and conditions applicable to the Offer, during the Post-Acceptance Period which will start at 09:00 (CEST) on 27 July 2021 and end at 17:40 (CEST) on 9 August 2021 (the Post-Acceptance Period).

The Offeror will publicly announce the results of the Post-Acceptance Period and the total number and total percentage of Shares held by it in accordance with Section 17, paragraph 4 of the Decree ultimately on the third Business Day following the last day of the Post-Acceptance Period.

The Offeror shall continue to accept for payment all Shares validly tendered (or defectively tendered provided that such defect has been waived by the Offeror) during the Post-Acceptance Period and shall pay for such Shares as soon as reasonably possible and in any case no later than on the fifth Business Day following the last day of the Post-Acceptance Period.

During the Post-Acceptance Period, Shareholders have no right to withdraw Shares from the Offer, regardless of whether their Shares have been validly tendered (or defectively tendered, provided that such defect has been waived by the Offeror) during the Offer Period or the Post-Acceptance Period.

Delisting

If, following the Settlement Date and the Post-Acceptance Period, the Offeror has acquired 95% or more of the Shares, it will together with ICT Group seek to procure delisting of the Shares from Euronext Amsterdam as soon as possible in accordance with Applicable Rules. This may adversely affect the liquidity and market value of any Shares not tendered. Reference is made to Section 6.12 (Consequences of the Offer for non-tendering Shareholders) of the Offer Memorandum.

Buy-Out

If, following the Settlement Date and the Post-Acceptance Period, the Offeror has acquired 95% or more of the Shares, the Offeror intends to initiate, as soon as possible, a Buy-Out procedure. Reference is made to Section 6.13(b) (Buy-Out) of the Offer Memorandum.

Merger and Liquidation

If, following the Settlement Date and the Post Acceptance Period, the Offeror holds less than 95% of the Shares, the Offeror may determine to have ICT Group implement the Merger and Liquidation as described in further detail in Section 6.13(c) (Merger and Liquidation) of the Offer Memorandum. The listing of the Shares on Euronext Amsterdam will also terminate after a successful Merger and Liquidation.

Further implications of the Offer being declared unconditional

Remaining Shareholders who do not wish to tender their Shares in the Post-Acceptance Period should carefully review the Sections of the Offer Memorandum that further explain the intentions of the Offeror, such as (but not limited to) Section 6.12 (Consequences of the Offer for non-tendering Shareholders), which describes certain implications to which such Shareholders may become subject with their continued shareholding in ICT Group.

Offer Memorandum, Position Statement and further information

This announcement contains selected, condensed information regarding the Offer and does not replace the Offer Memorandum and/or the Position Statement. The information in this announcement is not complete and additional information is contained in the Offer Memorandum and the Position Statement.

Digital copies of the Offer Memorandum are available on the website of the Offeror (www.npm-capital.com) and digital copies of the Offer Memorandum and Position Statement are available on the website of ICT Group (www.ictgroup.eu). Such websites do not constitute part of, and are not incorporated by reference into, the Offer Memorandum.

Copies of the Offer Memorandum and the Position Statement are on request also available free of charge from ICT Group and the Settlement Agent at the addresses below:

ICT Group:
ICT Group N.V.
Weena 788
3014 DA, Rotterdam
The Netherlands

The Settlement Agent:
Coöperatieve Rabobank U.A.
Croeslaan 18
3521 CB, Utrecht
The Netherlands

 

For more information, please contact:

Press enquiries ICT Group
Carla Stuifzand, marketing director
+31 (0)88 908 2000,
Email: investor.relations@ict.nl
Website www.ictgroup.eu                                                      

Press enquiries Consortium
Confidant Partners
Ward Snijders
+31 20 303 60 20,
Email: ward.snijders@confidantpartners.com

About ICT Group
ICT Group is a leading European industrial technology solutions provider. Our dedicated technical professionals offer our clients services in the field of consultancy, software development, project-based solutions and IT system maintenance. It is our mission to make the world a little smarter every day. Our specialist knowledge in a variety of industries enables us to realise innovative solutions by linking people, technologies and ideas. With around 1,500 dedicated technical specialists in the field, we are capable of building and integrating new and innovative technologies into relevant business solutions for our customers.

Our Industries solutions serve the automotive, manufacturing, high-tech, food, chemicals & pharma, oil & gas and logistics industries. Our Public & Infra solutions are focused on water, rail and road infrastructure as well as public transport and mobility. Across all industries ICT Group offers proprietary industry-specific software solutions, including its own cloud-based platform for IoT, digital transformation and artificial intelligence. ICT Group is listed on Euronext Amsterdam and has a presence in the Netherlands, Belgium, Bulgaria, France, Germany, Portugal and Sweden.

About NPM Capital
NPM Capital invests in mid-market companies in the Benelux and supports companies to enter the next growth phase in their development. NPM Capital, with SHV as its sole shareholder, has sufficient capital in order to apply a long investment horizon. Currently, NPM Capital has a portfolio of 26 participations (majority as well as minority holdings, including growth capital) and focuses on the following trends: Everything is Digital, Future of Energy, Feeding the World and Healthy Life. For more information, please visit: www.npm-capital.com.

About Teslin
Teslin is an investment fund managed by Teslin Capital Management. Teslin invests in promising small- and midcaps. Based on fundamental analysis Teslin selects companies active in attractive markets with a strong market position, healthy cash flow and a proper corporate governance structure. Teslin focuses on responsible value creation in the long term and acts as an active and involved shareholder. Teslin has been a long-term significant, active and committed shareholder of ICT Group since 2002 and is delighted to support ICT Group in accelerating and realizing its potential in the coming years, growing into a leading Northern-European industrial technology solutions provider. For more information, please visit: www.teslin.nl.

General restrictions
The information in this announcement is not intended to be complete. This announcement is for information purposes only and does not constitute an offer or an invitation to acquire or dispose of any securities or investment advice or an inducement to enter into investment activity. This announcement does not constitute an offer to sell or issue or the solicitation of an offer to buy or acquire the securities of ICT Group in any jurisdiction.

The distribution of this press release may, in some countries, be restricted by law or regulation. Accordingly, persons who come into possession of this document should inform themselves of and observe these restrictions. To the fullest extent permitted by applicable law, the Consortium, the Offeror and ICT Group disclaim any responsibility or liability for the violation of any such restrictions by any person. Any failure to comply with these restrictions may constitute a violation of the securities laws of that jurisdiction. Neither ICT Group, nor the Consortium, nor Offeror, nor any of their advisers assume any responsibility for any violation by any person of any of these restrictions. ICT Group shareholders in any doubt as to their position should consult an appropriate professional adviser without delay.

Forward-looking statements
This press release may include “forward-looking statements” such as statements relating to the impact of this transaction on the Offeror and ICT Group and language that indicates trends, such as “anticipated” and “expected”. These forward-looking statements speak only as of the date of this release. Although ICT Group and the Offeror believe that the assumptions upon which their respective financial information and their respective forward-looking statements are based are reasonable, they can give no assurance that these assumptions will prove to be correct. Forward-looking statements are subject to risks, uncertainties and other factors that could cause actual results to differ materially from historical experience or from future results expressed or implied by such forward looking statements. Potential risks and uncertainties include, but are not limited to, receipt of regulatory approvals without unexpected delays or conditions, the Offeror’s ability to achieve the anticipated results from the acquisition of the Company, the effects of competition (in particular the response to the transaction in the marketplace), economic conditions in the global markets in which the Offeror and the Company operate, and other factors that can be found in the Offeror’s and the Company’s press releases and public filings. Neither ICT Group nor the Consortium nor the Offeror, nor any of their advisers accept any responsibility for any financial information contained in this press release relating to the business or operations or results or financial condition of the other or their respective groups. Each of the Company, the Consortium and the Offeror expressly disclaims any obligation or undertaking to disseminate any updates or revisions to any forward-looking statements contained herein to reflect any change in the expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based.

 

Notes to the press release

This is a public announcement by ICT Group N.V. pursuant to Section 17 paragraph 1 of the European Market Abuse Regulation (596/2014).

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