- Meltwater shareholders to receive NOK 18 per share, to be settled in cash, shares in the Offeror or a combination thereof.
- The Offer Price represents a premium of 36% to the last traded price of NOK 13.25 as per 18 January 2023 and 135% to the last traded price of NOK 7.67 as per 14 September 2022, the day immediately preceding announcement of the strategic review.
- The Offeror is controlled by Altor and Marlin.
- The Board supports and unanimously recommends the Offer.
- The Offer and the launch thereof are subject to certain terms and conditions of a transaction agreement between Meltwater and the Offeror, which includes a minimum acceptance level of 95% of the shares, which will be lowered to 80% if Meltwater’s shareholders vote in favour of certain post completion restructuring measures (as described below). The Offer is expected to be launched at the end of Q1 2023.
- The Offeror has received an irrevocable pre-acceptance to accept the Offer from shareholders representing 29% of the issued and outstanding Meltwater shares as at the date hereof. Together with Altor’s holding in Meltwater through its portfolio company Big Data Holding Ltd, the Offer is supported by shareholders representing 41% of the Meltwater’s issued and outstanding shares as at the date hereof.
- Meltwater to become a private company upon completion of the transaction.
- Meltwater provides a preliminary update on Q4 2022 financial results.
Oslo, 18 January 2023:
Meltwater N.V. (the “Company” or “Meltwater”) and MW Investment B.V. (the “Offeror”) are pleased to announce that the Offeror intends to launch a voluntary offer to acquire all outstanding shares of Meltwater at a price of NOK 18.00 per share (the “Offer Price”) to be settled in cash, shares in the Offeror, or a combination thereof as further described below (the “Offer”).
Since the initial expression of interest of the Offeror, the board of directors of Meltwater (the “Board”) has followed a fair and thorough process where the independence of the deliberations and decision-making have been carefully safeguarded. Executive chair Jørn Lyseggen, controlling large shareholder Fountain Venture AS, and non-executive director Mattias Holmström, partner at Altor, have been determined to have a conflict of interest within the meaning of article 2:129(6) of the Dutch Civil Code, and hence have not participated in the deliberations and decision-making of the Board with respect to the Transaction. Accordingly, all references to the Board herein are to the Board excluding Jørn Lyseggen and Mattias Holmström. A special committee consisting of the remaining (non-executive and non-conflicted) Board members (the “Special Committee”) have represented Meltwater in its negotiations with the Offeror.
The Board (excluding its members having a conflict of interest) has unanimously resolved to recommend that shareholders of the Company accept the Offer. The Offer is a result of a strategic review process initiated on 15 September 2022 and conducted by the Board in consultation with J.P. Morgan Securities plc and DNB Markets, a part of DNB Bank ASA.
The Offeror is a newly incorporated company established for the purpose of making the Offer, and to be indirectly majority owned by Altor Fund III and Altor Fund V and/or another successor fund managed by Altor Fund Manager AB (jointly “Altor”) and funds managed by Marlin Equity Partners (“Marlin”), and is further described in the section “About MW Investment B.V.” section below.
The completion of the Offer will among other be subject to a minimum acceptance level of at least 95% of the issued and outstanding share capital and voting rights of Meltwater on a fully diluted basis, excluding any treasury shares (the “Fully Diluted Target Shares”) as at the last day of the Offer period, which is lowered to 80% of the Company’s issued and outstanding shares, excluding treasury shares, as at the last day of the Offer period if the Company’s shareholders, at an extraordinary general meeting, vote in favour of the Merger, Share Sale and Liquidation restructuring measure (as further described below).
The Offeror and Meltwater have entered into a transaction agreement (the “Transaction Agreement”) regarding the Offer, pursuant to which, on certain terms and conditions, the Offeror has agreed to make, and the Board has agreed to recommend, the Offer. The Offeror has received an irrevocable pre-acceptance to accept the Offer from Fountain Venture AS, a company controlled by executive chair Jørn Lyseggen and representing 29% of the issued and outstanding
shares in the Company as at the date hereof, which has agreed to roll over all its shares. The pre-acceptance cannot be withdrawn irrespective of any competing offers for Meltwater being made.
In total, including Altor Fund III’s current holding of 39,572,555 shares in Meltwater through its portfolio company Big Data Holding Ltd and the pre-accepting shareholder, the Offer is supported by shareholders representing 41% of the Company’s issued and outstanding shares as at the date hereof.
Background and comments
“The Board of Meltwater has completed a thorough and robust strategic review process which was announced on 15 September 2022. As part of the process, the Board has engaged in discussions with strategic and financial parties, in order to reach the best outcome for the Company and its business, taking into account the interests of its stakeholders, including its shareholders. Today, the Board has unanimously resolved to recommend that shareholders of the Company accept the proposed offer from Altor and Marlin”, said Erik Langaker on the behalf of the Special Committee of the Board.
“We look forward to partnering with Marlin’s and Altor’s teams to execute on our vision and mission to be the global leader in digital and social media monitoring and intelligence, to help customers monitor, understand, and influence the world around you based on data insights from the outside. I am proud of our proven track record of profitable growth, underpinned by subscription-based, recurring revenue contracts and committed customer base. We believe this transaction will bring new opportunities to Meltwater and we look forward to working with new ownership focusing on our continued success,” commented John Box, CEO of Meltwater.
“We believe Meltwater represents a unique opportunity to invest in an industry leader in the media intelligence software space with proven strategic product capabilities. Meltwater’s solutions have a significant market opportunity and are critical to strategic brand decisions across enterprises globally. We are eager to work together in partnership with Altor and management to fuel the strong growth trajectory of the company,” said Nathan Pingelton, a Managing Director at Marlin.
“Altor and Marlin are aligned with Meltwater’s strategy and taking Meltwater private will enable a greater ability to execute on this strategy by investing in product, sales and strategic M&A, as Meltwater has successfully pursued historically. Our longstanding investment in Meltwater is based on our confidence in its leadership position, strong culture, and team, and we remain very confident in the company’s future potential.” said Mattias Holmström, Partner at Altor.
About the Offer
Subject to customary launch conditions, including the approval of the Offer Document (as defined
below) by Oslo Børs, the Offer will be made as a recommended voluntary exchange offer in accordance with Chapter 6 of the Norwegian Securities Trading Act and applicable Dutch regulations on the terms and subject to the conditions set out in the Transaction Agreement.
Under the Offer, shareholders of Meltwater will be offered an Offer Price of NOK 18 per share of Meltwater, valuing the total share capital of Meltwater on a fully diluted basis at a market capitalisation of approximately NOK 5,800 million. The Offer Price represents a premium of
- 36% to the last traded price of NOK 13.25 as per 18 January 2023; and
- 135% to the last traded price of NOK 7.67 as per 14 September 2022, the day immediately preceding announcement of the strategic review.
The Offer will include a mix and match facility, whereby Meltwater shareholders may elect whether to receive settlement either (i) in cash (the “Cash Consideration”), (ii) in shares in the Offeror (the “100% Share Alternative”, and such shares, “Consideration Shares”), or (iii) 50% Cash Consideration and 50% in shares in the Offeror (the “50% Share Alternative”), subject to pro rata limitations for the 50% Share Alternative and the issue of special voting shares to ensure Altor and Marlin retain a majority voting interest in the Offeror.
The shares in the Offeror are not listed on any regulated market or multilateral trading facility. The articles of association of the Offeror to take effect upon settlement of the Offer will provide for certain minority shareholder protection rights such as tag-along and information rights, as well as lock-up restrictions, which will be described in more detail in the Offer Document.
Completion of the Offer will be subject to the following main conditions being satisfied or waived by the Offeror:
- the Offeror obtains a minimum acceptance level of the Offer of at least (i) 95% of the Fully Diluted Target Shares as at the last day of the Offer period, or (ii) 80% of the Company’s issued and outstanding shares, less treasury shares as at the last day of the Offer period if the Company’s general meeting has approved the Merger, Share Sale and Liquidation (as defined below). The minimum acceptance level of 80% cannot be waived;
- that the EGM (as defined below) of Meltwater has approved the Merger, Share Sale and Liquidation restructuring measure in accordance with the Transaction Agreement;
- the Board shall not have revoked, modified, amended or qualified its recommendation of the Offer;
- relevant regulatory approvals having been obtained;
- Meltwater has in all material respects conducted its business in the ordinary course and in accordance with the terms of the Transaction Agreement, no action by a relevant authority has been taken and no material adverse change or material breach of the Transaction Agreement by Meltwater has occurred.
The Offer will not be conditional on financing or further due diligence.
The roll-over is subject to a cap on the aggregated number of Consideration Shares to be issued by the Offeror corresponding to 35% of the Offeror’s share capital on a fully diluted basis immediately following completion of the Offer, which in the Offeror’s sole discretion may be increased to up to 49.9%, but in no event less than required to ensure full allocation to the shareholders who have accepted the Offer and opted for the 100% Share Alternative. In the event the demand exceeds the number of available Consideration Shares, the available Consideration Shares will first be allocated to the shareholders who have opted for the 100% Share Alternative. Secondly, the remaining available Consideration Shares, if any, will be allocated to the shareholders who have opted for the 50% Share Alternative on a pro rata basis in proportion to the number of Meltwater shares tendered by each of them. The consideration for any remaining tendered shares will be settled in cash. If the Offeror is required to increase the maximum number of available Consideration Shares above 49.9% to ensure full allocation to the shareholders who have opted for the 100% Share Alternative, a class of special voting shares will be issued to Altor and Marlin to ensure joint voting majority of Altor and Marlin. The special voting shares will not carry any rights to profits or other distributions.
The Offeror is expected to launch the Offer at the end of Q1 2023. Availability of the Offer and/or Consideration Shares is expected to be subject to legal restrictions in certain jurisdictions.
The description of the Offer contained in this notification does not purport to be complete. The complete details of the Offer, including all terms and conditions, will be included in the combined offer document and exempted document (the “Offer Document”) to be sent to the Company’s shareholders. The Offeror must publicly announce that the conditions for completion of the Offer have been satisfied or waived at the latest within six months following the date hereof, which may be extended by either the Offeror or the Company with a period of up to four months if so required to obtain regulatory approvals, unless otherwise agreed between the Company and the Offeror. Shareholders are urged to read the Offer Document when it becomes available as it will contain important information, including the unanimous recommendation from the Board.
This notification does not in itself constitute an offer. The Offer will only be made on the basis of the Offer Document and can only be accepted pursuant to the terms of the Offer Document. The Offer will not be made in any jurisdiction in which the making of the Offer would not be in compliance with the laws of such jurisdiction.
Board recommendation
The Board has engaged in discussions with several strategic and financial parties that have expressed interest in the Company as part of the strategic review, in order to reach the best outcome for the Company and its business, taking into account the interests of its stakeholders, including its shareholders. The Special Committee consisting of non-executive and non-conflicted Board members David Faugno, Sang Kim, Erik Langaker and Stefanie Witte has focused in particular on safeguarding the interests of Meltwater’s stakeholders and ensuring a fair and thorough process. The Special Committee and the Board have discussed the developments of the proposed transaction and related key decisions throughout the process.
Consistent with its fiduciary duties, the Board, with the assistance of its financial and legal advisors, has carefully reviewed and evaluated all aspects of proposals received, including, amongst others, the strategic merits, deal certainty, financial, non-financial, operational and social aspects. As part of this, the Board and the Special Committee have also received fairness opinions from their financial advisors, J.P. Morgan Securities plc and DNB Markets, a part of DNB Bank ASA. As a result of the discussions, review and evaluation, the Board has entered into the Transaction Agreement with the Offeror against the terms and conditions as set out herein.
Pursuant to the Transaction Agreement, the Board (excluding its members having a conflict of interest) has unanimously agreed to recommend the Offer and the transactions contemplated in connection therewith (including the Merger, Share Sale and Liquidation), and undertaken not to amend, modify or withdraw such recommendation. The Board, acting in good faith and taking into account all aspects, may only amend, modify or withdraw such recommendation in the event it receives a bona fide, binding, unsolicited superior competing offer that satisfies certain criteria and the Offeror has not matched such competing offer within 15 business days. If the Board amends, modifies or withdraws its recommendation of the Offer and the Offer terminates, Meltwater will be required to compensate the Offeror for its incurred documented costs up to a maximum amount of USD 3 million, or up to a maximum amount of USD 10 million in the event such superior competing offer is completed.
Acquisition of 100%
The Company and the Offeror acknowledge the importance of acquiring 100% of the Company’s shares (or 100% of its business) and achieving a delisting in order to execute on Meltwater’s long-term strategy. To that end, the Company and the Offeror have agreed that if the Offeror and its affiliates acquire at least 95% of the Fully Diluted Target Shares, the Offeror may, and if the advance liquidation payment (see below) has not been paid within 20 business days after settlement will, commence statutory squeeze-out proceedings before the Enterprise Chamber of the Amsterdam Court of Appeals to buy out the remaining holders of the Company’s shares.
The Offeror and the Company have further agreed to certain customary Dutch post-closing restructuring measures for the event at least 80% of the Company’s issued and outstanding shares, less treasury shares, as at the last day of the Offer Period are committed to the Offeror and its affiliates upon settlement of the Offer, in the form of a “Merger, Share Sale and Liquidation” comprising a statutory triangular merger involving the Company and two newly to be incorporated subsidiaries of the Company (“Company HoldCo” and “Company Sub”) in which (a) the Company (as disappearing company) merges with and into Company Sub (as acquiring company) with the Company shareholders acquiring shares in Company HoldCo (the “Merger”) and (b) Company HoldCo subsequently sells its shares in Company Sub to the Offeror (the “Share Sale”), following which (c) Company HoldCo is liquidated to deliver the Share Sale consideration to its shareholders. The advance liquidation distribution to the shareholders of Company Holdco will be an amount that is to the fullest extent possible equal to the Cash Consideration, without any interest, subject to any applicable withholding taxes and other taxes.
The Merger, Share Sale and Liquidation are subject to the adoption of certain shareholder resolutions at an extraordinary general meeting of the Company, to be held during the Offer period (the “EGM”). The Board has agreed to unanimously recommend that the Company’s shareholders vote in favour of the resolutions required for the Merger, Share Sale and Liquidation.
Subject to the outcome of the Offer, and following settlement thereof, the Offeror intends to propose to the general meeting of Meltwater that an application is filed with the Oslo Stock Exchange to de-list the shares of Meltwater from Oslo Stock Exchange.
If the minimum acceptance level condition is met, and the other conditions for completion of the Offer are satisfied or waived, the Offeror will acquire 100% of the Company’s share capital and/or 100% of the Company’s assets and operations by way of the Merger, Share Sale and Liquidation restructuring measure or, if the acceptance level is 95% or above, at the discretion of the Offeror, alternatively by way of statutory squeeze-out proceedings under Dutch law.
No mandatory offer pursuant to the Norwegian Securities Trading Act will therefore be made or required as a consequence of completion of the Offer.
To safeguard the interests of any minority shareholders of the Company that do not tender their Shares under the Offer, the Board deems it important that the Offeror and the Company have agreed in the Transaction Agreement that, until the earlier of (i) the date on which the Offeror directly or indirectly holds 100% of the Shares, (ii) the date on which the Offeror irrevocably commences statutory squeeze-out proceedings (see below), (iii) twelve months following settlement of the Offer and (iv) the date on which minority shareholders have received the pre-liquidation distribution as part of the Merger, Share Sale and Liquidation, subject to customary carve-outs, the Offeror shall procure that no member of the Meltwater group shall take any of the following actions:
- issue additional shares for cash consideration to any person (other than members of the Meltwater group) which would dilute the interest of any minority shareholder;
- agree to or enter into a related party transaction with any material shareholder which is not at arm’s lengthwhich could have consequences for any minority shareholder;
- agree to enter into a transaction with any person other than on terms which are agreed at arm’s lengthwhich could have consequences for any minority shareholder; or
- take any other action which disproportionately prejudices the value of, or the rights relating to, the shareholding of minority shareholders.
For the duration of these minority shareholder covenants, the Board shall comprise at least one independent non-executive director who can enforce these covenants and whose approval is required for any deviation from these covenants.
Pre-acceptance
The Offeror has received an irrevocable pre-acceptance to accept the Offer from Fountain Venture AS, a company controlled by executive chair Jørn Lyseggen and representing 29% of the Company’s issued and outstanding shares as at the date hereof. The pre-acceptance cannot be withdrawn irrespective of any competing offers for Meltwater being made.
“I believe Meltwater partnering with Marlin and Altor to embark on the next phase of growth as a private company is the right decision for Meltwater and all its stakeholders in the current market environment. Through Marlin and Altor, Meltwater will have access to additional resources to strengthen its global leadership position in an attractive and fast growing market.” said founder Jørn Lyseggen.
Any information shared about the Offer by the Offeror with shareholders providing an irrevocable undertaking and relevant for a shareholder in connection with the Offer will, if not published prior to the Offer Document being made generally available, be included in the Offer Document (if and when published). These shareholders will tender their Shares on the same terms (including price) and conditions as the other shareholders.
Trading update
In connection with the Offer, Meltwater provides the following updated estimates and provisional figures for Q4 and full year 2022:
- ARR for the full year of 2022 is currently expected to be in the range of USD 478 to USD 480m;
- Revenue for Q4 2022 and the full year 2022 is currently expected to be around USD 111m and USD 439m, respectively;
- Revenue in constant currency is expected to be around the range of USD 117m to USD 119m for Q4 2022, and around the range of USD 462m to USD 464m for the full year 2022;
- Adjusted EBITDA margin for Q4 2022 is expected to be in the range of 11 to 12%;
- Adjusted EBITDA margin for the full year 2022 is expected to be in the range of ~8%;
- Positive cash flow from operations in Q4 2022 in the range of USD 14m to USD 16m;
- Positive cash flow from operations for the full year 2022 in the range of USD 33m to USD 34m.
The above numbers are unaudited and reflect estimates as of the date hereof. The figures remain provisional and subject to change.
Advisors
J.P. Morgan Securities plc and DNB Markets, a part of DNB Bank ASA, are serving as financial advisors to Meltwater. Schjødt, Houthoff and DLA Piper are acting as legal advisors to Meltwater.
Carnegie AS is acting as financial advisor to the Offeror, Altor and Marlin, in connection with the Offer. Advokatfirmaet Thommessen AS and Freshfields Bruckhaus Deringer LLP are acting as legal advisors to Altor. Advokatfirmaet Wiersholm AS, Goodwin Procter LLP and AKD N.V. are acting as legal advisor to Marlin.
For further information, please contact:
Meltwater N.V.
Brinlea Johnson (Investor Relations and Media Contact New York)
Elise Heidenreich (Investor Relations and Media Contact Oslo)
MW Investment B.V.
Carnegie AS
Important notice
This information is considered to be inside information pursuant to the EU Market Abuse Regulation and is subject to the disclosure requirements pursuant to Section 5-12 the Norwegian Securities Trading Act.
This stock exchange announcement was published by [Elise Heidenreich, Investor Relations at Meltwater N.V., on 18 January 2023 at [xx:xx] CET.
It may be unlawful to distribute this announcement in certain jurisdictions. This announcement is not for distribution in Australia, Canada, the Hong Kong special administrative region of the People’s Republic of China, Japan, South Africa, the United States or to any other jurisdiction where such distribution would be unlawful. The information in this announcement does not constitute an offer of securities for sale in such jurisdictions. Persons into whose possession this release comes should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.
This announcement does not constitute an offer for sale of, or a solicitation of an offer to purchase or subscribe for, any securities in the United States. The Offer or Consideration Shares referred to in this release have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available. The information contained in this announcement is for informational purposes only and does not purport to be full or complete. The Offeror does not intend to conduct a public offering in the United States and is relying on exemptions from registration. The Offer will be made to shareholders in the United States in compliance with applicable U.S. securities laws and regulations, including Section 14(e) and Regulation 14E under the U.S. Securities Exchange Act of 1934, as amended. Copies of this announcement are not being, and should not be, distributed in or sent into the United States.
In the United Kingdom, this announcement is for distribution only to and is directed only at persons who (i) have professional experience in matters relating to investments which fall within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended, the “Financial Promotion Order”), (ii) are persons falling within Article 49(2)(a) to (d) (“high net worth companies, unincorporated associations etc”) of the Financial Promotion Order, or (iii) are persons to whom an invitation or inducement to engage in investment activity (within the meaning of section 21 of the Financial Services and Markets Act 2000) in connection with the issue or sale of any securities may otherwise lawfully be communicated or caused to be communicated (all such persons together being referred to as “relevant persons”). This announcement is directed only at relevant persons and must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which this announcement relates is available only to relevant persons and will be engaged in only with relevant persons.
This announcement has been prepared on the basis that any offer of securities in any Member State of the European Economic Area which has implemented the Prospectus Regulation (EU) (2017/1129, as amended, the “Prospectus Regulation”) (each, a “Relevant Member State”) will be made pursuant to an exemption under the Prospectus Regulation, as implemented in that Relevant Member State, from the requirement to publish a prospectus for offers of securities. Accordingly, any person making or intending to make any offer in that Relevant Member State of securities, which are the subject of the offering contemplated in this announcement, may only do so in circumstances in which no obligation arises for the Offeror to publish a prospectus pursuant to Article 3 of the Prospectus Regulation or supplement a prospectus pursuant to Article 16 of the Prospectus Regulation, in each case, in relation to such offer. Neither the Offeror, Altor or Marlin nor any of the advisors have authorised, nor do they authorise, the making of any offer of the securities through any financial intermediary, other than offers made by the Offeror which constitute the final placement of the securities contemplated in this announcement. Neither the Offeror, Altor, Marlin nor any of the advisors have authorised, nor do they authorise, the making of any offer of securities in circumstances in which an obligation arises to publish or supplement a prospectus for such offer.
This release contains certain forward-looking statements within the meaning of the securities laws and regulations of various international, federal, and state jurisdictions. All statements, other than statements of historical fact, included herein, including without limitation, statements regarding the Offer or the future plans and objectives of the Offeror or Meltwater are forward-looking statements that involve risk and uncertainties. There can be no assurances that such statements will prove to be accurate and actual results could differ materially from those anticipated in such statements.
Neither the Offeror, Altor, Marlin, Meltwater nor any of their advisors and/or any of their affiliates or any of their respective directors, officers, employees, advisers, agents or any other person(s) accept any responsibility or liability whatsoever for, or make any representation or warranty, express or implied, as to the accuracy, completeness or fairness of the information or opinions in this announcement (or whether any information has been omitted from this announcement) or any other information relating the Offer, the Offeror or Meltwater.
The issue, subscription or purchase of shares in the Offeror is subject to specific legal or regulatory restrictions in certain jurisdictions. Neither the Offeror, Meltwater nor their advisors assume any responsibility in the event there is a violation by any person of such restrictions.
The release is not for publication or distribution, in whole or in part directly or indirectly, in or into United States, Canada, Australia, New Zealand, Hong Kong, Japan or any other jurisdiction in which the distribution or release would be unlawful. This release is an announcement issued pursuant to legal information obligations, and is subject of the disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act. It is issued for information purposes only, and does not constitute or form part of any offer to sell or purchase, or solicitation to purchase or subscribe for any securities, in the United States or in any other jurisdiction. The securities mentioned herein have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the “US Securities Act”). The securities may not be offered or sold in the United States except pursuant to an exemption from the registration requirements of the US Securities Act. The Offeror does not intend to register any portion of the offering of the securities in the United States or to conduct a public offering of the securities in the United States. Copies of this announcement are not being made and may not be distributed or sent into Australia, Canada, Japan or the United States.
