Board of House of Control unanimously recommends Visma's contemplated voluntary cash offer to acquire all shares in House of Control Group AS.
Høvik, 26 September 2022: Visma Norge Holding AS, a wholly owned subsidiary of Visma AS (“Visma” or the “Offeror”) and House of Control Group AS (“House of Control” or the “Company”) hereby announce that Visma contemplates launching a voluntary cash offer to acquire all outstanding shares of House of Control at a price of NOK 11.20 per share (the "Offer"). The Board of Directors (The “Board”) of House of Control has unanimously decided to recommend the shareholders of the Company to accept the Offer. The Offer is a result of a strategic process conducted by the Board of House of Control in consultation with ABG Sundal Collier ASA and Pareto Securities AS, with Visma proving to be the most attractive and preferred buyer.
As further described below, the Offeror and House of Control have entered into a transaction agreement (the "Transaction Agreement") regarding the Offer, and the Board has unanimously resolved that it will recommend the Offer. The Offeror has received irrevocable pre-commitments to accept the Offer from Viking Venture AS, Luxor Capital Group LP, Bjørk Invest AS, Dunvik AS (CEO Lasse Sten), NikFan AS (CFO Carl Fabian Flaaten), FIWE AS and Akkar Invest AS, representing in total 33.84% of the issued share capital of House of Control. Except as further detailed below, the pre-acceptances may not be withdrawn irrespective of whether a competing offer is made.
The offer price of NOK 11.20 per share (the “Offer Price”) values the total share capital of the Company at a market capitalization of approximately NOK 689 million on a fully diluted basis.
The Offer Price represents:
- 58% above the 30-day volume weighted average price of NOK 7.1026 ending 23 September 2022;
- 65% above the 90-day volume weighted average price of NOK 6.7762 ending 23 September 2022; and
- 60% above the House of Control closing price of NOK 7.0000 on 23 September
Merete Hverven, CEO of Visma, comments: “House of Control delivers mission critical SaaS-solutions that are highly complementary to our existing offerings, and we are very excited about this opportunity to invite them into the Visma family. We are already a satisfied customer and impressed with the unique competence of its employees and management team. We would like to keep House of Control as a distinct operating entity within the Visma Group, linking it to the relevant entities within our own ecosystem – while maintaining the unique drive and culture of the company.”
Lasse Sten, CEO of House of Control, comments: “House of Control’s mission is to keep CFOs in control, enabling them to cut costs, save time, reduce risk, and improve compliance. We have created great products that are used every day across the Nordics and being acquired by Visma is a testament to what our organisation has built. We look forward to the opportunity to continue to grow and build House of Control together with Visma. Their unique position, experience and expertise makes them an ideal partner for us to continue our profitable growth journey.”
About the Offeror:
Visma is a leading provider of mission-critical business software for a more efficient and resilient society. By simplifying and automating the work of companies and organisations of all sizes, Visma aims to improve people's everyday lives. Visma currently has 15,000 employees, over 1.3 million customers across the Nordics, Benelux, Central and Eastern Europe and Latin America, generating revenues of EUR 2.1 billion in 2021.
About the Offer:
- The Offer Price of NOK 11.20 will be settled in cash;
- The Offeror expects to launch the Offer within the end of September 2022 with an acceptance period of four weeks (subject to extension);
- The completion of the Offer will be subject to satisfaction of certain customary conditions, including, but not limited to,
- that the Offeror obtains (i) a minimum acceptance level of 90% of the share capital of House of Control (on a fully diluted basis) and (ii) relevant regulatory approvals;
- that the Board of House of Control shall not have amended, modified or withdrawn its recommendation of the Offer; and
- that no material adverse change and no material breach of the Transaction
Agreement by House of Control have occurred.
The Offer will not contain any conditions as to financing or due diligence.
The complete details of the Offer, including all terms and conditions, will be included in the offer document (the "Offer Document") to be sent to the Company's shareholders. The offer period (the "Offer Period") is expected to commence no later than 30 September and continue for a period of 4 weeks, subject to any extensions. The Offeror must publicly announce that the conditions for completion of the Offer relating to minimum acceptance and regulatory approval have been satisfied or waived at the latest at 16:30 CET on 23 May 2023 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 of House of Control.
As part of the transaction agreement with the Offeror, the Board of House of Control has, subject to customary conditions, undertaken to only amend, qualify or withdraw its recommendation of the Offer if a competing offer is made, and the Board of the Company, acting in good faith and taking into account all aspects of such offer, considers it to be more favourable to the shareholders of House of Control, and the Offeror has not matched the superior offer within five business days.
The above-mentioned pre-acceptances of certain shareholders will remain binding and cannot be withdrawn under any circumstances, including but not limited to (a) the announcement of a competing offer for the Shares at a higher offer price than the Offer or (b) the withdrawal by the board of directors of the Company of its recommendation of the Offer, except if (i) the offer period is not commenced on or prior to 7 October 2022, or (ii) the Offeror has not, on or prior to 16:30 CEST on 23 May 2023 publicly announced that the conditions for closing of the Offer relating to minimum acceptance and regulatory approval have been satisfied or waived by the Offeror, unless House of Control and the Offeror have agreed to extend such date to a later date (in which event such later date will apply).
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.
The Offeror intends to make a compulsory acquisition of the remaining shares in House of Control upon acquiring more than 90% of the shares in House of Control under the Offer. Further, subject to the outcome of the Offer, the Offeror intends to propose to the general meeting of House of Control that an application is filed with the Oslo Stock Exchange to de-list the shares of House of Control from Euronext Growth Oslo.
Background and strategic rationale:
The primary vision of Visma is to create leading efficiency enhancing products to companies in its defined markets. An important part of Visma’s strategy has always been business critical software with a high degree of compliance. House of Control as a generic mid-market / enterprise product and its ability to go across borders with a very strong sales culture adds a unique possibility in all Visma markets. Visma sees a partnership with House of Control as a highly strategic opportunity to expand on Visma’s overall strategy.
Visma is further impressed by the entrepreneurial drive in House of Control and the overall plan is to let House of Control continue as a distinct business unit within Visma.
Visma and House of Control are highly excited about the potential transaction and believe that the transaction, if completed, will contribute to the long-term growth and success of both businesses.
Danske Bank Norwegian Branch is acting as financial advisor and receiving agent and Advokatfirmaet Wiersholm AS is acting as legal advisor to Visma.
ABG Sundal Collier ASA and Pareto Securities AS are acting as financial advisors and Advokatfirmaet Thommessen AS is acting as legal advisor to House of Control.
For further information, please contact:
Jostein Vik, Chairman of the Board of House of Control Group AS
Telephone: +47 92 22 23 92
Carl Fabian Flaaten, CFO of House of Control Group AS
Telephone: +47 90 04 31 84
Lage Bøhren, Head of Communication at Visma AS
Telephone: +47 92 15 78 01
Sindre Talleraas Holen, Head of M&A at Visma AS
Telephone: +47 93 05 94 69
About House of Control:
House of Control Group is a tech company that develops software as a service (SaaS) solutions for contract management and IFRS 16 compliance. The CFO and the finance departments of medium‐sized and large companies are the main target groups, and the group’s software helps them improve financial and operational management. Private and public enterprises use the software to manage contracts and assets, communicate with suppliers, and get a faster overview over their business via dashboards. The CFO toolkit contributes to at least four important tasks: Cut costs, save time, reduce risk, and improve compliance – all key ingredients of a better working finance department. House of Control’s strong revenue growth is supported by a unique salesforce, with recurring revenues accounting for approximately 95 per cent of total sales.
This information is considered to be inside information pursuant to the EU Market Abuse Regulation and is subject to the disclosure requirements according to section 5-12 of the Norwegian Securities Trading Act. The information was submitted for publication by Carl Fabian Flaaten, CFO, on behalf of the Company on 26 September 2022 at 08:00 CEST.
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 Offeror and House of Control assume no 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 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, future plans and objectives of House of Control or the Offeror 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.