Mintra Holding AS
Mintra Holding AS
11/29/2023 | Press release | Distributed by Public on 11/29/2023 01:33
Mintra - Offer document issued - Start of offer period for Ferd and Tjaldur's tender cash offer to acquire all outstanding shares in Mintra Holding AS
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, INTO OR WITHIN THE UNITED STATES, CANADA, AUSTRALIA, JAPAN OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL.
Oslo, 29 November 2023: Reference is made to the announcement made by Ferd AS and Tjaldur Holdco II AS (together, the "Investors"), acting through Minerva Topco AS (the "Offeror"), a single purpose vehicle established for the purpose of the Offer (as defined below), on 23 November 2023.
Today, the Offeror announces the issue of an offer document (the "Offer Document") and the start of the acceptance period (the "Offer Period") for the tender cash offer to acquire all outstanding shares (the "Shares") of Mintra Holding AS ("Mintra" or the "Company"), not already owned by the Investors or to which the Offeror is otherwise entitled, at a price of NOK 3.50 per Share (the
"Offer"). The Investors currently own a total of ~75.7% of the shares in Mintra.
The Offer Document will be sent to all shareholders of Mintra as registered in the Company's shareholder register in Euronext VPS as of the date hereof, in jurisdictions where the Offer Document may be lawfully distributed. The Offer Document will also be, subject to regulatory restrictions in certain jurisdictions, available at https://www.nordea.com/en/issuances.
KEY INFORMATION ABOUT THE OFFER
o The Offer Period will commence on 29 November 2023 and expire at 16:30 (CET)
on 13 December 2023, subject to extensions at the sole discretion of the Offeror.
o A consideration in cash of NOK 3.50 will be offered per Share (the "Offer Price"), subject to adjustments pursuant to the terms and conditions of the Offer.
o Following expiry of the Offer Period, settlement of the Offer will take place within two (2) weeks after the date on which the Offeror confirms that the closing conditions set out in section 2.10 "Settlement" of the Offer Document have been satisfied or waived. All closing conditions are set out in section 2.3
"Conditions to the Offer" of the Offer Document.
o The receiving agent for the Offer is Nordea Bank Abp, filial i Norge.
o Tjaldur is represented on the board of directors of Mintra by Rúni M. Hansen
(chair) and Nils Jegstad (board member). Ferd is not represented on the board of directors of Mintra, however, board member Torfinn Kildal has over several years been an industrial advisor to Ferd. In addition, Ketil Toska (employee representative on the board) has together with Mintra's management and certain other employees committed to contribute his shares in Mintra in exchange for shares in the Offeror upon completion of the Offer. The Offeror has therefore not initiated discussions with the board of directors of Mintra to provide a statement to the Offer.
o The Offeror aims to delist Mintra from Euronext Growth upon completion of the Offer.
The complete terms and conditions for the Offer, including the procedures for how to accept the Offer, are set out in the Offer Document.
CONTRIBUTION OF SHARES TO THE OFFEROR
In addition to the Investors, the below members of the Company's management, as well as employees of Mintra who own shares in the Company, have been offered to contribute their Shares in Mintra to the Offeror, in exchange for shares in the Offeror, at the Offer Price. Consequently, a total of ~79.5% of Mintra's outstanding share capital will be contributed to the Offeror upon completion of the Offer. See section 3.2 "Investment Agreement and Share Contribution" of the Offer Document for further details.
- Kevin Short, Chief Executive Officer (currently holds 2,089,086 shares)
- Gareth Gilbert, Chief Operating Officer (currently holds 1,560,526 shares)
- Siren Berge, Chief Technology Officer (currently holds 1,522,744 shares)
- Kjetil Flood, Chief Commercial Officer (currently holds 133,304 shares)
- Jostein R. H. Hufthammer, Chief Financial Officer (currently holds 110,000 shares)
ADVISORS
Nordea Bank Abp, filial i Norge is acting as receiving agent and financial advisor to Ferd and Tjaldur in connection with the Offer. Wikborg Rein Advokatfirma AS is acting as legal advisor to Ferd and Advokatfirmaet CLP DA is acting as legal advisor to Tjaldur.
* * *
For further queries, please contact:
Gustav Martinsen, Chairman, Minerva Topco AS, +47 957 39 240
Nils Jegstad, Board member, Minerva Topco AS, +47 971 34 058
ABOUT MINTRA
Mintra is the provider of global solutions for digital learning, competence and workforce management, primarily for energy, maritime and safety-critical industries. Mintra's portfolio of digital products includes workforce planning, training and skills management. More than 4,100 enterprises trust the company to improve security, increase efficiency and reduce costs. Mintra is an employer of choice and its global team prides itself on the culture of collaboration and exploration to enable the delivery of innovation to its customers. Mintra is headquartered in Bergen, Norway, with offices and operations to support the delivery of on- and offline services to its global customers 24/7.
ABOUT FERD
Ferd is a Norwegian family-owned investment company owned by the fifth and sixth generations of the Andresen family. Ferd is committed to creating enduring value and leave clear footprints through ownership of businesses and investments in financial assets. For Ferd, value creation is about generating more than just a financial return. It is also about making a positive contribution to the growth and development of society and protection of our environment. Ferd's wide-ranging activities encompass active ownership and corporate development at private and listed companies, investment in financial assets, real estate development, investment via external managers, impact investing and social entrepreneurship.
ABOUT TJALDUR
Tjaldur is an industrial holding company registered in the Faroe Islands and focuses its investments in companies in the North Atlantic. Tjaldur has comprehensive operating experience and industrial insight doing business in the Energy and Marine industry and invests in companies with improvement potential and the possibility for international growth. Tjaldur is an active owner and focuses on long term sustainable growth.
* * *
IMPORTANT NOTICE
The Offer and the distribution of this announcement and other information in connection with the Offer may be restricted by law in certain jurisdictions. The Offer Document and related acceptance forms will not and may not be distributed, forwarded or transmitted into or within any jurisdiction where prohibited by applicable law, including, without limitation, Canada, Australia, New Zealand, South Africa, Hong Kong and Japan. The Offeror does not assume any responsibility in the event there is a violation by any person of such restrictions. Persons into whose possession this announcement or such other information should come are required to inform themselves about and to observe any such restrictions.
This announcement is not a tender offer document and, as such, does not constitute an offer or the solicitation of an offer to acquire the Shares.
Investors may accept the Offer only on the basis of the information provided in the Offer Document. Offers will not be made directly or indirectly in any jurisdiction where either an offer or participation therein is prohibited by applicable law or where any tender offer document or registration or other requirements would apply in addition to those undertaken in Norway.
Nordea Bank Abp, filial i Norge is acting as financial adviser to Ferd and Tjaldur and no one else in connection with the Offer and will not regard any other person as its client in relation to the Offer and will not be responsible to anyone other than the Ferd and Tjaldur for providing the protection afforded to clients of Nordea, nor for providing advice in relation to the Offer.
Notice to U.S. Holders
U.S. Holders (as defined below) are advised that the Shares are not listed on a U.S. securities exchange and that the Company is not subject to the periodic reporting requirements of the U.S. Securities Exchange Act of 1934, as amended
(the "U.S. Exchange Act"), and is not required to, and does not, file any reports with the U.S. Securities and Exchange Commission (the "SEC") thereunder.
The Offer will be made to holders of Shares resident in the United States ("U.S.
Holders") on the same terms and conditions as those made to all other holders of Shares in the Company to whom an offer is made. Any information documents, including the Offer Document, will be disseminated to U.S. Holders on a basis comparable to the method that such documents are provided to the Company's other shareholders to whom an offer is made. The Offer will be made by the Offeror and no one else.
The Offer is made to U.S. Holders pursuant to Section 14(e) and Regulation 14E under the U.S. Exchange Act as a "Tier I" tender offer, and otherwise in accordance with the requirements of Norwegian law. Accordingly, the Offer is subject to disclosure and other procedural requirements timetable, settlement procedures and timing of payments, that are different from those that would be applicable under U.S. domestic tender offer procedures and law.
Pursuant to an exemption from Rule 14e-5 under the U.S. Exchange Act, the Offeror and its affiliates or brokers (acting as agents for the Offeror or its affiliates, as applicable) may from time to time, and other than pursuant to the Offer, directly or indirectly, purchase or arrange to purchase, Shares or any securities that are convertible into, exchangeable for or exercisable for such Shares outside the United States during the period in which the Offer remains open for acceptance, so long as those acquisitions or arrangements comply with applicable Norwegian law and practice and the provisions of such exemption. To the extent information about such purchases or arrangements to purchase is made public in Norway, such information will be disclosed by means of an English language press release via an electronically operated information distribution system in the United States or other means reasonably calculated to inform U.S.
Holders of such information. In addition, the financial adviser to Ferd and Tjaldur or its respective affiliates may also engage in ordinary course trading activities in securities of the Company, which may include purchases or arrangements to purchase such securities.
Neither the SEC nor any securities supervisory authority of any state or other jurisdiction in the United States has approved or disapproved the Offer or reviewed it for its fairness, nor have the contents of the Offer Document or any other documentation relating to the Offer been reviewed for accuracy, completeness or fairness by the SEC or any securities supervisory authority in the United States. Any representation to the contrary is a criminal offence in the United States.
https://newsweb.oslobors.no/message/605217
Oslo, 29 November 2023: Reference is made to the announcement made by Ferd AS and Tjaldur Holdco II AS (together, the "Investors"), acting through Minerva Topco AS (the "Offeror"), a single purpose vehicle established for the purpose of the Offer (as defined below), on 23 November 2023.
Today, the Offeror announces the issue of an offer document (the "Offer Document") and the start of the acceptance period (the "Offer Period") for the tender cash offer to acquire all outstanding shares (the "Shares") of Mintra Holding AS ("Mintra" or the "Company"), not already owned by the Investors or to which the Offeror is otherwise entitled, at a price of NOK 3.50 per Share (the
"Offer"). The Investors currently own a total of ~75.7% of the shares in Mintra.
The Offer Document will be sent to all shareholders of Mintra as registered in the Company's shareholder register in Euronext VPS as of the date hereof, in jurisdictions where the Offer Document may be lawfully distributed. The Offer Document will also be, subject to regulatory restrictions in certain jurisdictions, available at https://www.nordea.com/en/issuances.
KEY INFORMATION ABOUT THE OFFER
o The Offer Period will commence on 29 November 2023 and expire at 16:30 (CET)
on 13 December 2023, subject to extensions at the sole discretion of the Offeror.
o A consideration in cash of NOK 3.50 will be offered per Share (the "Offer Price"), subject to adjustments pursuant to the terms and conditions of the Offer.
o Following expiry of the Offer Period, settlement of the Offer will take place within two (2) weeks after the date on which the Offeror confirms that the closing conditions set out in section 2.10 "Settlement" of the Offer Document have been satisfied or waived. All closing conditions are set out in section 2.3
"Conditions to the Offer" of the Offer Document.
o The receiving agent for the Offer is Nordea Bank Abp, filial i Norge.
o Tjaldur is represented on the board of directors of Mintra by Rúni M. Hansen
(chair) and Nils Jegstad (board member). Ferd is not represented on the board of directors of Mintra, however, board member Torfinn Kildal has over several years been an industrial advisor to Ferd. In addition, Ketil Toska (employee representative on the board) has together with Mintra's management and certain other employees committed to contribute his shares in Mintra in exchange for shares in the Offeror upon completion of the Offer. The Offeror has therefore not initiated discussions with the board of directors of Mintra to provide a statement to the Offer.
o The Offeror aims to delist Mintra from Euronext Growth upon completion of the Offer.
The complete terms and conditions for the Offer, including the procedures for how to accept the Offer, are set out in the Offer Document.
CONTRIBUTION OF SHARES TO THE OFFEROR
In addition to the Investors, the below members of the Company's management, as well as employees of Mintra who own shares in the Company, have been offered to contribute their Shares in Mintra to the Offeror, in exchange for shares in the Offeror, at the Offer Price. Consequently, a total of ~79.5% of Mintra's outstanding share capital will be contributed to the Offeror upon completion of the Offer. See section 3.2 "Investment Agreement and Share Contribution" of the Offer Document for further details.
- Kevin Short, Chief Executive Officer (currently holds 2,089,086 shares)
- Gareth Gilbert, Chief Operating Officer (currently holds 1,560,526 shares)
- Siren Berge, Chief Technology Officer (currently holds 1,522,744 shares)
- Kjetil Flood, Chief Commercial Officer (currently holds 133,304 shares)
- Jostein R. H. Hufthammer, Chief Financial Officer (currently holds 110,000 shares)
ADVISORS
Nordea Bank Abp, filial i Norge is acting as receiving agent and financial advisor to Ferd and Tjaldur in connection with the Offer. Wikborg Rein Advokatfirma AS is acting as legal advisor to Ferd and Advokatfirmaet CLP DA is acting as legal advisor to Tjaldur.
* * *
For further queries, please contact:
Gustav Martinsen, Chairman, Minerva Topco AS, +47 957 39 240
Nils Jegstad, Board member, Minerva Topco AS, +47 971 34 058
ABOUT MINTRA
Mintra is the provider of global solutions for digital learning, competence and workforce management, primarily for energy, maritime and safety-critical industries. Mintra's portfolio of digital products includes workforce planning, training and skills management. More than 4,100 enterprises trust the company to improve security, increase efficiency and reduce costs. Mintra is an employer of choice and its global team prides itself on the culture of collaboration and exploration to enable the delivery of innovation to its customers. Mintra is headquartered in Bergen, Norway, with offices and operations to support the delivery of on- and offline services to its global customers 24/7.
ABOUT FERD
Ferd is a Norwegian family-owned investment company owned by the fifth and sixth generations of the Andresen family. Ferd is committed to creating enduring value and leave clear footprints through ownership of businesses and investments in financial assets. For Ferd, value creation is about generating more than just a financial return. It is also about making a positive contribution to the growth and development of society and protection of our environment. Ferd's wide-ranging activities encompass active ownership and corporate development at private and listed companies, investment in financial assets, real estate development, investment via external managers, impact investing and social entrepreneurship.
ABOUT TJALDUR
Tjaldur is an industrial holding company registered in the Faroe Islands and focuses its investments in companies in the North Atlantic. Tjaldur has comprehensive operating experience and industrial insight doing business in the Energy and Marine industry and invests in companies with improvement potential and the possibility for international growth. Tjaldur is an active owner and focuses on long term sustainable growth.
* * *
IMPORTANT NOTICE
The Offer and the distribution of this announcement and other information in connection with the Offer may be restricted by law in certain jurisdictions. The Offer Document and related acceptance forms will not and may not be distributed, forwarded or transmitted into or within any jurisdiction where prohibited by applicable law, including, without limitation, Canada, Australia, New Zealand, South Africa, Hong Kong and Japan. The Offeror does not assume any responsibility in the event there is a violation by any person of such restrictions. Persons into whose possession this announcement or such other information should come are required to inform themselves about and to observe any such restrictions.
This announcement is not a tender offer document and, as such, does not constitute an offer or the solicitation of an offer to acquire the Shares.
Investors may accept the Offer only on the basis of the information provided in the Offer Document. Offers will not be made directly or indirectly in any jurisdiction where either an offer or participation therein is prohibited by applicable law or where any tender offer document or registration or other requirements would apply in addition to those undertaken in Norway.
Nordea Bank Abp, filial i Norge is acting as financial adviser to Ferd and Tjaldur and no one else in connection with the Offer and will not regard any other person as its client in relation to the Offer and will not be responsible to anyone other than the Ferd and Tjaldur for providing the protection afforded to clients of Nordea, nor for providing advice in relation to the Offer.
Notice to U.S. Holders
U.S. Holders (as defined below) are advised that the Shares are not listed on a U.S. securities exchange and that the Company is not subject to the periodic reporting requirements of the U.S. Securities Exchange Act of 1934, as amended
(the "U.S. Exchange Act"), and is not required to, and does not, file any reports with the U.S. Securities and Exchange Commission (the "SEC") thereunder.
The Offer will be made to holders of Shares resident in the United States ("U.S.
Holders") on the same terms and conditions as those made to all other holders of Shares in the Company to whom an offer is made. Any information documents, including the Offer Document, will be disseminated to U.S. Holders on a basis comparable to the method that such documents are provided to the Company's other shareholders to whom an offer is made. The Offer will be made by the Offeror and no one else.
The Offer is made to U.S. Holders pursuant to Section 14(e) and Regulation 14E under the U.S. Exchange Act as a "Tier I" tender offer, and otherwise in accordance with the requirements of Norwegian law. Accordingly, the Offer is subject to disclosure and other procedural requirements timetable, settlement procedures and timing of payments, that are different from those that would be applicable under U.S. domestic tender offer procedures and law.
Pursuant to an exemption from Rule 14e-5 under the U.S. Exchange Act, the Offeror and its affiliates or brokers (acting as agents for the Offeror or its affiliates, as applicable) may from time to time, and other than pursuant to the Offer, directly or indirectly, purchase or arrange to purchase, Shares or any securities that are convertible into, exchangeable for or exercisable for such Shares outside the United States during the period in which the Offer remains open for acceptance, so long as those acquisitions or arrangements comply with applicable Norwegian law and practice and the provisions of such exemption. To the extent information about such purchases or arrangements to purchase is made public in Norway, such information will be disclosed by means of an English language press release via an electronically operated information distribution system in the United States or other means reasonably calculated to inform U.S.
Holders of such information. In addition, the financial adviser to Ferd and Tjaldur or its respective affiliates may also engage in ordinary course trading activities in securities of the Company, which may include purchases or arrangements to purchase such securities.
Neither the SEC nor any securities supervisory authority of any state or other jurisdiction in the United States has approved or disapproved the Offer or reviewed it for its fairness, nor have the contents of the Offer Document or any other documentation relating to the Offer been reviewed for accuracy, completeness or fairness by the SEC or any securities supervisory authority in the United States. Any representation to the contrary is a criminal offence in the United States.
https://newsweb.oslobors.no/message/605217