Investor information

Mercell Holding AS: NOK 850 million private placement successfully placed

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART DIRECTLY OR INDIRECTLY, IN AUSTRALIA, CANADA, JAPAN, HONG KONG OR THE UNITED STATES OR ANY OTHER JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OF ANY OF THE SECURITIES DESCRIBED HEREIN.

Oslo, 26 June 2020. Reference is made to the press release from Mercell Holding AS (the “Company”) published on 24 June 2020 regarding a contemplated private placement and listing on Merkur Market.

The Company is pleased to announce that the Private Placement (as defined below) has been successfully placed with a total transaction size of approx. NOK 850 million through the allocation of 126 million shares at a price of NOK 6.75 per share. The Private Placement raised gross proceeds of approx. NOK 450 million to the Company through the sale of 66.7 million new shares (the “Primary Offering") and approx. NOK 400 million to a consortium of the largest existing shareholders in the Company (the “Selling Shareholders”) through the sale of 59.3 million existing shares (the "Secondary Offering", and together with Primary Offering, the "Private Placement").

The Private Placement attracted very strong interest from Norwegian, Nordic and international high-quality institutional investors and was more than 10 times oversubscribed excluding shares pre-allocated to cornerstone investors. Four cornerstone investors subscribed for and were allocated shares for NOK 500 million: (i) Luxor Capital Group: NOK 200 million; (ii) DNB Asset Management: NOK 140 million; (iii) Swedbank Robur Fonder: NOK 100 million; and (iv) TIN Fonder: NOK 60 million.

The net proceeds from the Primary Offering will predominantly be used to fund the Company’s many organic and inorganic growth opportunities as well as for product and technology development and general corporate purposes.

The Company and Selling Shareholders as well as members of the Company's management and board have entered into customary lock-up arrangements with the Managers (as defined below) that will restrict, subject to certain exceptions, their ability to, without the prior written consent of the Managers, issue, sell or dispose of shares, as applicable, for a period of six or twelve months.

Completion of the Private Placement is subject to: (i) approval of the Private Placement by the Company’s extraordinary general meeting expected to be held on or about 3 July 2020, (ii) the termination of the Company’s shareholders’ agreement, and (iii) registration of the new share capital in the Company pursuant to the Private Placement in the Norwegian Register of Business Enterprises. The Company will have 289,681,653 shares outstanding following the Private Placement.

Allocation to investors will be communicated on or about 26 June 2020. The Private Placement will be settled by the Managers on a delivery-versus-payment basis on or about 10 July 2020 following the registration of the new share capital in the Norwegian Registry of Business Enterprises and the issuance of the new shares in VPS. The delivery-versus-payment settlement in the Private Placement is facilitated by a pre-funding agreement between the Company and the Managers.

The Company has applied for, and will, subject to the necessary approvals from the Oslo Stock Exchange, list the shares of the Company on Merkur Market (the “Listing”). The first day of trading on Merkur Market is expected to be on or about 9 July 2020.

 

Advisors:

ABG Sundal Collier ASA and Pareto Securities AS (the “Managers”) are engaged as financial advisors to the Company and as Joint Lead Managers and Joint Bookrunners in connection with the Private Placement and Listing. Advokatfirmaet CLP DA is acting as legal advisor to Mercell, while Advokatfirmaet Thommessen AS is acting as legal advisor to the Managers. GAMBIT H & K AS is acting as communication advisor to the Company.

 

For more information, please contact:

Terje Wibe, Chief Executive Officer

+47 908 37 998

 

Fredrik Eeg, Chief Financial Officer

+47 908 33 378

 

Important notice:

This announcement is not and does not form a part of any offer to sell, or a solicitation of an offer to purchase, any securities of the Company. Copies of this announcement are not being made and may not be distributed or sent into any jurisdiction in which such distribution would be unlawful or would require registration or other measures.

The securities referred to in this announcement have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), and accordingly may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and in accordance with applicable U.S. state securities laws. The Company does not intend to register any part of the offering in the United States or to conduct a public offering of securities in the United States. Any sale in the United States of the securities mentioned in this announcement will be made solely to "qualified institutional buyers" as defined in Rule 144A under the Securities Act.

In any EEA Member State, this communication is only addressed to and is only directed at qualified investors in that Member State within the meaning of the Prospectus Regulation, i.e., only to investors who can receive the offer without an approved prospectus in such EEA Member State. The expression "Prospectus Regulation" means Regulation (EU) 2017/1129 as amended (together with any applicable implementing measures in any Member State.

This communication is only being distributed to and is only directed at persons in the United Kingdom that are (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order") or (ii) high net worth entities, and other persons to whom this announcement may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as "relevant persons"). This communication must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which this communication relates is available only for relevant persons and will be engaged in only with relevant persons. Persons distributing this communication must satisfy themselves that it is lawful to do so.

Matters discussed in this announcement may constitute forward-looking statements. Forward-looking statements are statements that are not historical facts and may be identified by words such as "believe", "expect", "anticipate", "strategy", "intends", "estimate", "will", "may", "continue", "should" and similar expressions. The forward-looking statements in this release are based upon various assumptions, many of which are based, in turn, upon further assumptions. Although the Company believe that these assumptions were reasonable when made, these assumptions are inherently subject to significant known and unknown risks, uncertainties, contingencies and other important factors which are difficult or impossible to predict, and are beyond their control. Actual events may differ significantly from any anticipated development due to a number of factors, including without limitation, changes in public sector investment levels, changes in the general economic, political and market conditions in the markets in which the Company operates, the Company's ability to attract, retain and motivate qualified personnel, changes in the Company's ability to engage in commercially acceptable acquisitions and strategic investments, and changes in laws and regulation and the potential impact of legal proceedings and actions. Such risks, uncertainties, contingencies and other important factors could cause actual events to differ materially from the expectations expressed or implied in this release by such forward-looking statements. The Company does not make any guarantee that the assumptions underlying the forward-looking statements in this announcement are free from errors nor does it accept any responsibility for the future accuracy of the opinions expressed in this announcement or any obligation to update or revise the statements in this announcement to reflect subsequent events. You should not place undue reliance on the forward-looking statements in this announcement.

The information, opinions and forward-looking statements contained in this announcement speak only as at its date, and are subject to change without notice. The Company does not undertake any obligation to review, update, confirm, or to release publicly any revisions to any forward-looking statements to reflect events that occur or circumstances that arise in relation to the content of this announcement.

Neither the Managers nor any of their affiliates makes any representation as to the accuracy or completeness of this announcement and none of them accepts any responsibility for the contents of this announcement or any matters referred to herein.

This announcement is for information purposes only and is not to be relied upon in substitution for the exercise of independent judgment. It is not intended as investment advice and under no circumstances is it to be used or considered as an offer to sell, or a solicitation of an offer to buy any securities or a recommendation to buy or sell any securities of the Company. Neither the Managers nor any of its affiliates accepts any liability arising from the use of this announcement.

The distribution of this announcement and other information may be restricted by law in certain jurisdictions. Persons into whose possession this announcement or such other information should come are required to inform themselves about and to observe any such restrictions.

See investor presentation

Mercell Holding AS: Contemplated private placement and listing on Merkur Market

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART DIRECTLY OR INDIRECTLY, IN AUSTRALIA, CANADA, JAPAN, HONG KONG OR THE UNITED STATES OR ANY OTHER JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OF ANY OF THE SECURITIES DESCRIBED HEREIN.

Oslo, 24 June 2020. Mercell Holding AS (“Mercell” or the “Company”) has engaged ABG Sundal Collier ASA and Pareto Securities AS (together the “Managers”) to advise on and effect a contemplated private placement of up to NOK 850 million in new and existing shares in the Company (the “Private Placement”). The Private Placement will comprise an offer of new shares raising gross proceeds to the Company of NOK 450 million (the “Primary Offering”) and a sale of existing shares of up to NOK 400 million from a consortium of the largest shareholders in the Company (the “Secondary Offering”).

The net proceeds from the Primary Offering will predominantly be used to fund the Company’s many organic and inorganic growth opportunities as well as product and technology development and general corporate purposes.

The price per share in the Private Placement has been set to NOK 6.75, equivalent to a pre-money equity value of the Company of NOK 1,505 million based on the 222,981,653 shares currently outstanding in the Company. Four cornerstone investors, have, subject to certain terms and conditions, undertaken to subscribe for and be allocated shares for NOK 500 million as follows: (i) Luxor Capital Group has undertaken to subscribe for and be allocated shares for NOK 200 million; (ii) DNB Asset Management has undertaken to subscribe for and be allocated shares for NOK 140 million; (iii) Swedbank Robur Fonder has undertaken to subscribe for and be allocated shares for NOK 100 million and (iv) TIN Fonder has undertaken to subscribe for and be allocated shares for NOK 60 million.

The bookbuilding period in the Private Placement will commence today, 24 June 2020 at 09:00 CEST and close on 25 June 2020 at 14:00 CEST. The Managers and the Company may, however, at any time resolve to close or extend the bookbuilding period. If the bookbuilding period is shortened or extended, any other dates referred to herein may be amended accordingly.

Mercell has applied for, and will, subject to successful completion of the Private Placement and the necessary approvals from the Oslo Stock Exchange, list the shares of the Company on Merkur Market (the “Listing”). The first day of trading on Merkur Market is expected to be shortly after completion of the Private Placement, and is currently anticipated to be in the week commencing 6 July 2020.

The Private Placement will be directed towards Norwegian and international investors, in each case subject to an exemption being available from offer prospectus requirements and any other filing or registration requirements in the applicable jurisdictions and subject to other selling restrictions. The minimum application and allocation amount has been set to the NOK equivalent of EUR 100,000. The Company may, however, at its sole discretion, allocate an amount below EUR 100,000 to the extent applicable exemptions from the prospectus requirement pursuant to the Norwegian Securities Trading Act and ancillary regulations are available.

Completion of the Private Placement is conditional upon i) approval of the Private Placement by the Company’s board of directors, ii) approval from an Extraordinary General Meeting in the Company to be called for as soon as possible after the close of the bookbuilding period for the Private Placement, currently expected to be held on Friday 3 July 2020, (iii) the termination of the Company’s shareholders’ agreement, and iv) the registration of the share capital increase in the Norwegian Business Register.

The Company reserves the right, at any time and for any reason, to cancel, and/or modify the terms of, the Private Placement. Neither the Company nor the Managers will be liable for any losses incurred by applicants if the Private Placement is cancelled, irrespective of the reason for such cancellation.

 

Mercell in brief:

Mercell is the leading software platform provider for public e-tendering and procurement in the Nordic region. The Company’s software enables easy compliance with EU regulations for public buyers that are required by law to publish tenders through an e-tendering platform (all public tenders above EU/national threshold). Mercell’s two-sided SaaS marketplace platform also caters to the needs of the supply side and facilitates transparent and efficient interaction between buyers and suppliers through value added functionality that reduce friction and thereby ensures that the buyers find the right suppliers and vice versa. Recently Mercell has expanded through M&A along the customer journey of their buy and supply side customers, to include online procurement solutions to public and private customers.

Suppliers in all industries use Mercell to find online tenders, public tenders, global tenders and contracts in the public sector. The buyer’s contracts on the platform are the purpose of competition between suppliers in the market. There is about 2,500 tenders announced daily and Mercell offers tailored tender solutions and tender offers to help their clients’ meet their goals. Mercell also provide notification on tender offers, public sales, leads, upcoming tenders and expiring framework agreements.

With a number one position in Norway and Denmark and sizable positions in Sweden and Finland, Mercell is the leading Nordic player. During 2019 and 2020, the Company has continued to strengthen its position through the acquisition of six new companies in the Nordic region and has most recently acquired Truelink, Aksess Innkjøp and Tricom in 2020, thus entering the online procurement market. Mercell has an active M&A strategy with clear ambitions to consolidate the fragmented European market for e-tendering and online procurement solutions.

 

Company highlights:

        Mercell is the market leader in Norway and Denmark with presence in more than 13 countries

        NOK 290.5 million ARR (as per 31 May 2020, pro forma including approx. NOK 20 million from the acquisition of Tricom that closed in June) and strong organic growth

        Attractive SaaS metrics including ~95% recurring revenue, strong organic growth (32% in 2019) and a diversified customer base

        Highly scalable business model with self-reinforcing growth driven by network effects between buyers and suppliers

        Mercell is well positioned to become a leading provider in the fragmented European market

        Experienced management team, many with background from Schibsted/Finn and Adevinta having substantial knowledge from building online marketplaces

 

Advisors:

ABG Sundal Collier ASA and Pareto Securities AS are engaged as financial advisors to the Company and as Joint Lead Managers and Joint Bookrunners in connection with the Private Placement and Listing. Advokatfirmaet CLP DA is acting as legal advisor to Mercell, while Advokatfirmaet Thommessen AS is acting as legal advisor to the Managers. GAMBIT H & K AS is acting as communication advisor to the Company.

 

For more information, please contact:

Terje Wibe, Chief Executive Officer

+47 908 37 998

 

Fredrik Eeg, Chief Financial Officer

+47 908 33 378

 

Important notice:

This announcement is not and does not form a part of any offer to sell, or a solicitation of an offer to purchase, any securities of the Company. Copies of this announcement are not being made and may not be distributed or sent into any jurisdiction in which such distribution would be unlawful or would require registration or other measures.

The securities referred to in this announcement have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), and accordingly may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and in accordance with applicable U.S. state securities laws. The Company does not intend to register any part of the offering in the United States or to conduct a public offering of securities in the United States. Any sale in the United States of the securities mentioned in this announcement will be made solely to "qualified institutional buyers" as defined in Rule 144A under the Securities Act.

In any EEA Member State, this communication is only addressed to and is only directed at qualified investors in that Member State within the meaning of the Prospectus Regulation, i.e., only to investors who can receive the offer without an approved prospectus in such EEA Member State. The expression "Prospectus Regulation" means Regulation (EU) 2017/1129 as amended (together with any applicable implementing measures in any Member State.

This communication is only being distributed to and is only directed at persons in the United Kingdom that are (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order") or (ii) high net worth entities, and other persons to whom this announcement may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as "relevant persons"). This communication must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which this communication relates is available only for relevant persons and will be engaged in only with relevant persons. Persons distributing this communication must satisfy themselves that it is lawful to do so.

Matters discussed in this announcement may constitute forward-looking statements. Forward-looking statements are statements that are not historical facts and may be identified by words such as "believe", "expect", "anticipate", "strategy", "intends", "estimate", "will", "may", "continue", "should" and similar expressions. The forward-looking statements in this release are based upon various assumptions, many of which are based, in turn, upon further assumptions. Although the Company believe that these assumptions were reasonable when made, these assumptions are inherently subject to significant known and unknown risks, uncertainties, contingencies and other important factors which are difficult or impossible to predict, and are beyond their control. Actual events may differ significantly from any anticipated development due to a number of factors, including without limitation, changes in public sector investment levels, changes in the general economic, political and market conditions in the markets in which the Company operates, the Company's ability to attract, retain and motivate qualified personnel, changes in the Company's ability to engage in commercially acceptable acquisitions and strategic investments, and changes in laws and regulation and the potential impact of legal proceedings and actions. Such risks, uncertainties, contingencies and other important factors could cause actual events to differ materially from the expectations expressed or implied in this release by such forward-looking statements. The Company does not make any guarantee that the assumptions underlying the forward-looking statements in this announcement are free from errors nor does it accept any responsibility for the future accuracy of the opinions expressed in this announcement or any obligation to update or revise the statements in this announcement to reflect subsequent events. You should not place undue reliance on the forward-looking statements in this announcement.

The information, opinions and forward-looking statements contained in this announcement speak only as at its date, and are subject to change without notice. The Company does not undertake any obligation to review, update, confirm, or to release publicly any revisions to any forward-looking statements to reflect events that occur or circumstances that arise in relation to the content of this announcement.

Neither the Managers nor any of their affiliates makes any representation as to the accuracy or completeness of this announcement and none of them accepts any responsibility for the contents of this announcement or any matters referred to herein.

This announcement is for information purposes only and is not to be relied upon in substitution for the exercise of independent judgment. It is not intended as investment advice and under no circumstances is it to be used or considered as an offer to sell, or a solicitation of an offer to buy any securities or a recommendation to buy or sell any securities of the Company. Neither the Managers nor any of its affiliates accepts any liability arising from the use of this announcement.

The distribution of this announcement and other information may be restricted by law in certain jurisdictions. Persons into whose possession this announcement or such other information should come are required to inform themselves about and to observe any such restrictions.

See investor presentation

 

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Mercell Holding AS

Part of the Mercell Group, one of Europe’s leading providers of e tender systems and information between buyers and suppliers in the professional market.

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+47 21 01 88 00
Mercell Holding AS | Askekroken 11, 0277 OSLO, Norway