Cxense, the Norwegian provider of advertising, data-management, search, analytics and content-recommendations services, has received a cash offer from the New York-based Piano Software.
Piano Software, Inc (“Piano”) and Cxense have entered into a transaction agreement regarding an acquisition of Cxense by a subsidiary of Piano, Piano Software B.V. (under incorporation) (“Offeror”). Under the terms of the agreement, the Offeror will put forward a recommended voluntary cash offer (the "Voluntary Offer") pursuant to the Norwegian Securities Trading Act for all of the shares of Cxense.
The Offer Price will be NOK 16.00 in cash per Cxense share, which represents a premium of approximately 152% to the closing share price of Cxense on 2 August 2019. Furthermore, the Offer Price represents a premium of approximately 205% and 186% compared to the 30-day and 90-day volume weighted average share price of Cxense on the Oslo Stock Exchange for the period ending on 2 August 2019. The Offer Price values the total share capital of Cxense at approximately NOK 351 million.
The Board of Directors of Cxense ASA unanimously recommends a voluntary cash offer from Piano Software, Inc. to acquire all of the shares of Cxense. Shareholders representing approximately 53.6% of the total share capital of Cxense, have undertaken to accept the Voluntary Offer for their shares in the Company, including Cxense's five largest shareholders, Ferd AS, ASAH AS, Norron Asset Management, Aker Capital AS and Polaris Media AS. The members of the Board of Directors and key management representatives of Cxense have undertaken to accept the Voluntary Offer in respect of the shares they hold.
Piano is a U.S. based, fast-growing software as a service ("SaaS") company, empowering companies to create customized digital experiences and commercial relationships for their users. Leading organizations use Piano's award-winning enterprise platform to power their subscription, registration, analytics, entitlement, and personalization efforts.
The Voluntary Offer will, inter alia, be subject to following conditions: (i) The Voluntary Offer shall have been accepted by shareholders of Cxense representing more than 90% of the issued and outstanding share capital of Cxense; (ii) Piano has prior to the announcement of the Voluntary Offer obtained binding commitment letters for sufficient equity and debt financing of the Voluntary Offer on terms corresponding to standard market terms for such financing from reliable financing sources in the United States, and Piano shall have entered into final and binding agreements for the financing of the Voluntary Offer. In the event Piano has not fulfilled or waived the financing condition at the latest five trading days before the expiry of the acceptance period (as extended), Piano shall pay to Cxense a break-fee in the amount of USD 5 million; (iii) No material adverse change in Cxense until the completion of the Voluntary Offer; (iv) Cxense shall have conducted its business in all material respects in the ordinary course and in accordance with applicable laws, regulations and decisions of competent governmental and regulatory authorities; (v) The Cxense Board of Directors shall not have amended its recommendation of the Voluntary Offer; and (vi) Other customary conditions to be described in a Voluntary Offer Document.
Aabø-Evensen & Co is acting as legal advisors to Cxense ASA.
Click here to be redirected to the full stock exchange notice published 5 August 2019.