Visma Danmark Holding A/S (“Visma”) and Penneo A/S (“Penneo”), a Danish company specialising in digital signature solutions and know your customer (KYC) workflows, have concluded a binding agreement under which Visma will make a voluntary recommended public cash offer to acquire all the shares (excluding treasury shares) in Penneo at a price of DKK 16.50 per share. The offer price represents a premium of 109.9% compared to the closing price of DKK 7.86 on 28 November 2024.
Completion of the offer is subject to the fulfilment of certain customary conditions and a requirement that the total number of shares sold in connection with the offer must represent more than 90% of the voting rights and share capital in Penneo (on a fully diluted basis) and that the necessary approvals from relevant regulatory authorities have been obtained.
Penneo’s board of directors has unanimously resolved to recommend that Penneo’s shareholders vote to accept the offer. Major institutional shareholders of Penneo, including Danica Pension and BankInvest, together with Viking Venture, the founders, the board of directors, the executive board and the rest of the C-level management of Penneo have irrevocably undertaken to accept the offer at the offer price. In addition, ATP, holding approx. 9.9% of Penneo’s voting rights and share capital, has confirmed its intention to accept the offer. Consequently, shareholders representing a total of approx. 52.9% have either given irrevocable undertakings or confirmed their intention to accept the offer.
If, following the completion of the offer, Visma owns the number of shares in Penneo required under the Danish Companies Act (selskabsloven), Visma will initiate and complete a compulsory redemption of the remaining minority shares in Penneo held by shareholders in Penneo. Subsequently, Visma will also seek to have Penneo’s shares delisted from Nasdaq Copenhagen A/S at an appropriate time following the completion of the offer.
Accura advises Visma in connection with the offer to acquire the shares in Penneo.