EFECTE PLC — COMPANY ANNOUNCEMENT — 7 JULY 2022 at 14.00
Efecte Plc closes the offer for InteliWISE S.A. at 92.55% of shares and intends to delist the company and squeeze out remaining shareholders
THIS ANNOUNCEMENT IS FOR INFORMATION ONLY AND IT IS NOT AN OFFER TO BUY OR SOLICITATION OF OFFERS TO SELL ANY SECURITIES. INFORMATION REGARDING THE OFFER TO THE SHAREHOLDERS OF INTELIWISE S.A. AS ANNOUNCED IN A SEPARATE PRESS 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.
- During the extension of the subscription period, Efecte received new subscriptions for 172 661 shares, which represents 2.52 percent of InteliWISE shares. The tender offer has been accepted by shareholders representing a total of 92.55 percent of InteliWISE shares.
- Efecte will for approximately one week acquire InteliWISE shares directly from the market at a maximum price of 3.99 zloty per share to give remaining shareholders a convenient way to sell their shares before delisting and squeeze-out
- After that, Efecte intends to launch a delisting tender offer aimed at delisting InteliWISE and eventually enabling the squeeze-out of remaining shareholders
On 27 May 2022, Efecte Plc announced that Efecte has made a voluntary public tender offer to the shareholders of InteliWISE S.A. (“InteliWISE”) to tender all their shares in InteliWISE to Efecte Plc for a consideration of PLN 3.99 (approximately EUR 0.83) in cash per share (the “Offer”).
Efecte announced on 30 June 2022 that it had received subscriptions representing 90.03 percent of InteliWISE shares during the end of the initial subscription period, and that the Offer would be completed for those shares. In addition, Efecte announced that the acceptance period of the Offer for the remaining shareholders was extended until 6 July 2022 (the “Extension Period”).
At the end of the Extension Period on 6 July 2022 Efecte has received new irrevocable subscriptions for an aggregate amount of 172 661 shares, which represents 2.52 percent of shares in InteliWISE. This brings the total number of subscriptions or acquired shares to 92.55 percent of shares in InteliWISE. The subscription period of the Offer will not be further extended. Efecte will settle the subscriptions received during Extension Period on or about 11 July.
On or around the date hereof, Efecte plans to start acquiring InteliWISE shares outside the tender offer from the Warsaw NewConnect alternative marketplace at a maximum price of 3.99 zloty per share to give remaining shareholders a convenient way to sell their shares before the squeeze-out and delisting process. We plan to continue purchases for approximately one week or until the threshold of 95% of shares in InteliWISE is reached. If Efecte does not during the approximately one-week period reach the 95% threshold, Efecte intends to publish during July 2022 a new delisting tender offer for all remaining shares in InteliWISE. As a result of the delisting tender offer Efecte may delist InteliWISE shares from Warsaw NewConnect alternative marketplace regardless of the number of new subscriptions during the delisting tender offer. As communicated earlier, Efecte does not intend to raise the price from 3.99 zlotys.
If the threshold of 95% of shares in InteliWISE is not reached during the delisting tender offer or earlier, we expect the delisting process of InteliWISE to be completed earliest in late September 2022, and the squeeze-out of remaining shareholders during Q4/2022. If the threshold of 95% of InteliWISE shares is reached during the delisting tender offer or before that, the squeeze-out and the consequent delisting process is expected to start immediately after reaching the 95% threshold and be substantially faster.
+358 50 356 7177
Evli Plc, tel +358 40 579 6210
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.
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