Swedish content delivery service provider Edgeware has announced a takeover offer from Spain's Agile Content and said its board unanimously recommends its acceptance. Agile Content is inviting Edgeware shareholders to tender all their holdings for SEK 9.70 cash per share, corresponding to a total of approximately SEK 291 million.
The offer entails a premium of approximately 34.7 percent over the closing price of SEK 7.20 on 29 October, which was the last day of trading prior to the announcement of the offer. It is a 38.7 percent premium over the volume-weighted average of SEK 6.99 over the last 30 trading days before the announcement. It also represents a 57.9 percent premium over the average of SEK 6.14 in the last 180 trading days.
The acceptance period is expected to run from approximately 02 November until 23 November, with reservations for possible extensions.
The completion of the offer is conditional on Agile Content becoming the owner of more than 90 percent of the total number of outstanding shares in Edgeware after full dilution, although it has reserved the right to waive these and other conditions.
The offer has been unconditionally accepted by holders of approximately 48.3 percent of Edgeware shares and votes, including Amadeus Capital Partners, represented on the board by chairman Michael Ruffolo and board member Rickard Blomqvist, via the company Volador.
The board has assessed Agile Content’s offer and concluded that the terms correspond to Edgeware's future growth opportunities, as well as the risks associated with those opportunities. Agile Content says its current intent is that completion of the offer will not result in any changes to Edgeware’s or its own organisations, management and employees, including their employment contracts, or their offices.
Edgeware’s board has appointed Carnegie Investment Bank as financial advisor and Kanter Advokatbyra as legal advisor in connection with the offer.
