Efecte Plc completes offer for 90.03% of shares in InteliWISE S.A. and issues a positive profit warning

EFECTE PLC  --  INSIDE INFORMATION --  30 JUNE 2022 at 13.30  

Efecte Plc completes offer for 90.03% of shares in InteliWISE S.A. and issues a positive profit warning   

THIS ANNOUNCEMENT IS FOR INFORMATION ONLY AND IT IS NOT AN OFFER TO BUY OR SOLICITATION OF OFFERS TO BUY ANY SECURITIES. INFORMATION REGARDING THE INVITATION TO THE SHAREHOLDERS OF INTELIWISE S.A. AS ANNOUNCED IN A SEPARATE RELEASE IS AVAILABLE ONLY TO SHAREHOLDERS IN CERTAIN PERMITTED JURISDICTIONS. THIS ANNOUNCEMENT MAY NOT BE DISTRIBUTED IN OR INTO AUSTRALIA, CANADA, HONG KONG, JAPAN, NEW ZEALAND, SOUTH AFRICA, SWITZERLAND OR THE UNITED STATES. 

• We have received subscriptions representing 90.03 percent of InteliWISE shares, which we deem sufficient to be able to complete the transaction successfully
• After a one-time extension until 6 July 2022 to allow more shareholders to subscribe, Efecte plans to delist InteliWISE and squeeze out remaining shareholders during H2/2022
• Due to a positive impact from the transaction and solid development of organic SaaS net sales, we update guidance for SaaS growth to approximately 25% (previously “over 20%”) for 2022

Results of the Offer 

On 27 May 2022, Efecte announced that it had made a voluntary public tender offer to the shareholders of InteliWISE S.A. (“InteliWISE”) to tender all their shares in InteliWISE to Efecte for a consideration of PLN 3.99 (approximately EUR 0.85) in cash per share (the “Offer”). 

At the end of the acceptance period on 29 June 2022 Efecte has received irrevocable subscriptions for an aggregate amount of 6 175 244 shares, which represents 90.03 percent of the shares and votes in InteliWISE. Efecte deems this a sufficient result to be able to complete the transaction successfully and will settle the Offer for the irrevocable subscriptions it has received by the end of the initial acceptance period. The expected settlement date is 1 July 2022. After the settlement, InteliWISE will be reported as a subsidiary in Efecte group’s consolidated financial statements starting 1 July 2022. 

Efecte further extends the acceptance period of the Offer until 6 July 2022 (the “Extension Period”) in order provide the remaining shareholders in InteliWISE an opportunity to accept the cash offer. The acceptance period will thereafter not be further extended. Expected settlement date for the subscriptions received during the Extension Period is 11 July 2022.  

If after the Extension Period, the total aggregate number of subscriptions is less than 95% of shares and votes in InteliWISE, Efecte intends to announce a new formal delisting tender offer for all remaining shares in InteliWISE and does not intend to raise the price from the 3.99 zloty level. The completion of a formal delisting tender offer would allow Efecte to delist InteliWISE shares from Warsaw NewConnect alternative marketplace regardless of the number of new subscriptions during the delisting tender offer. In October 2022, the provisions of the so-called holding law that governs the relations of companies belonging to the same group will come into force in Poland. According to the new provisions of law, it is under certain circumstances possible to squeeze out remaining shares in a delisted company if the majority shareholder holds more than 75% of all shares. The new legislation would enable Efecte to squeeze out remaining minority shareholders even if the threshold of 95%, specified in the Offer, is not reached. If the threshold of 95% is reached, delisting and squeeze out actions can start immediately after the settlement. 

Guidance for year 2022 

The completion of the transaction will have a positive impact on Efecte’s SaaS net sales and SaaS growth in 2022. Because of the transaction and the positive development of our organic SaaS net sales, we expect the SaaS net sales growth to be approximately 25% in 2022 instead of over 20% as per our previous guidance. 

New guidance for 2022 (from 30 June 2022):  

SaaS net sales is expected to grow approximately 25% and EBITDA to be positive, excluding costs from inorganic activities.   

Previous guidance for 2022 (from 11 February 2022 until 30 June 2022):  

SaaS net sales is expected to grow over 20% and EBITDA to be positive, excluding any potential costs from inorganic activities.    

Additional information: 

Niilo Fredrikson 

CEO 

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Certified adviser: 

Evli Oyj, tel. 0 

Efecte Plc 

Efecte helps people digitalize and automate their work. Customers across Europe leverage our cloud service to operate with greater agility, to improve the experience of end-users, and to save costs. The use cases for our solutions range from IT service management and ticketing to improving employee experiences, business workflows, and customer service. We are the European Alternative to the global goliaths in our space. Our headquarters is located in Finland and we have regional hubs in Germany and Sweden. Efecte is listed on the Nasdaq First North Growth Market Finland marketplace.