[February 14, 2018] |
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Everbridge Announces a Recommended Cash Offer to Acquire UMS at NOK 1.37 Per Share
Everbridge Holdings Limited and Everbridge,
Inc., the global leader in critical event management and enterprise
safety software applications to help keep people safe and businesses
running faster (NASDAQ: EVBG) ("Everbridge"), have on February 13, 2018
entered into a transaction agreement with the Board of Directors of Unified
Messaging Systems ASA ("Unified Messaging Systems") (Oslo Axess:
UMS) whereby Everbridge will launch a voluntary cash offer (the "Offer")
to acquire the entire issued share capital of Unified Messaging Systems
for NOK 1.37 per share in cash. The Offer values the total share capital
of Unified Messaging Systems at approximately NOK 268 million
(approximately USD $33.6 million) on a fully diluted basis.
"Unified Messaging Systems offers technology for alerting large
international populations on mobile devices. This innovative technology
is unique in the marketplace," said Jaime Ellertson, Chairman and Chief
Executive Officer of Everbridge. "The company will provide a new way for
Everbridge to help keep people safe while also expanding our
international footprint. This aligns extremely well with our strategy."
"The proposed combination of Unified Messaging Systems and Everbridge
will enable both companies to deliver a more comprehensive suite of
solutions to a larger number of customers. The Board of Directors of
Unified Messaging Systems has undertaken a careful review of the terms
and conditions of the Offer. We believe the Offer recognizes the
strategic value of Unified Messaging Systems and delivers an attractive
cash premium to our shareholders," said Reidar Fougner, Chairman of the
Board of Directors of Unified Messaging Systems.
The offer price represents a 44.8% premium to Unified Messaging Systems'
closing share price on 13 February 2018 and a 48.1% and 46.2% premium to
the 90 days and 180 days volume weighted average stock price on 13
February 2018, the last trading day prior to the announcement of the
Offer, respectively.
Certain of Unified Messaging Systems' largest shareholders, including
Fougner Invest AS represented by the chairman Reidar Fougner and
Kristianro AS represented by board member Eigil Stray Spetalen, have
pre-accepted the Offer for all shares they own. In addition, Everbridge
has received pre-acceptances from each of the Directors and executive
management holding shares in Unified Messaging Systems to tender their
shares in the Offer. The total number of shares subject to these
pre-acceptances represent approximately 67.3% of Unified Messaging
Systems' issued share capital. In addition, Everbridge has entered into
conditional purchase agreements with holders of 2,285,000 share options,
whereby Everbridge will purchase these options at a price equal to the
difference between the Offer price and the exercise price for the share
options, subject to closing of the Offer. The aggregate purchase price
for the purchase of all the outstanding options in Unified Messaging
Systems is NOK 1,066,700 (approximately USD $134,000). These
pre-acceptances and commitments to sell share options may be withdrawn
by the shareholders and the option holders in the event a superior
competing offer is launched and the Board of Directors of Unified
Messaging Systems decides to recommend such competing offer as described
below.
Under the terms of the Offer, Everbridge will make a voluntary offer to
acquire the entire issued share capital of Unified Messaging Systems for
NOK 1.37 per share in cash. The complete details of the Offer, including
all terms and conditions, will be included in an offer document
complying with the requirements of the Norwegian Securities Trading Act
and which is expected to be distributed to Unified Messaging Systems
shareholders in February 2018, following approval by the Oslo Stock
Exchange. The Offer period will be two weeks, subject to extension, and
settlement of the Offer is expected to take place during the first
quarter of 2018.
The closing of the Offer is subject to satisfaction or waiver of
customary closing conditions, inter alia including a minimum acceptance
of at least 90% on a fully diluted basis or such lower percentage (not
being less than 50%) of the issued Unified Messaging Systems shares as
Everbridge determines, and no material adverse change having occurred in
Unified Messaging Systems. The Offer is not subject to any financing
condition or any regulatory approvals. Everbridge will finance the
transaction with existing cash balances.
The offer document will include the recommendation of the Offer by the
Board of Directors of Unified Messaging Systems. The Board of Directors
of Unified Messaging Systems has the right to amend or withdraw its
recommendation of the Offer in the event a superior competing offer is
made that is not matched by Everbridge within four days of being
provided with notice thereof. Any such amendment or withdrawal will
permit Everbridge to withdraw from the Offer. Unified Messaging Systems
has agreed to pay Everbridge a break-fee of NOK 12.5 million in the
event that the recommendation of the offer issued by the Board of
Directors of Unified Messaging Systems is withdrawn or amended, or the
Offer lapses following the announcement of a competing offer that
results in the acquisition of Unified Messaging Systems.
Everbridge does not own any shares in Unified Messaging Systems or other
financial instruments that gives Everbridge a financial exposure similar
to a shareholding in Unified Messaging Systems. Everbridge has not
acquired any shares in Unified Messaging Systems during the last six
months prior to this announcement.
Everbridge intends to make a compulsory acquisition of the remaining
shares in Unified Messaging Systems upon acquiring not less than 90% of
the shares in Unified Messaging Systems under the Offer. Further, upon
such acquisition, Everbridge intends to propose to the general meeting
of Unified Messaging Systems that an application is filed with the Oslo
Stock Exchange to de-list the shares of Unified Messaging Systems.
Beringer Finance is acting as financial advisor and Advokatfirma DLA
Piper Norway DA is acting as legal advisor to Everbridge.
About Everbridge Everbridge,
Inc. (NASDAQ: EVBG) is a global software company that provides
enterprise software applications that automate and accelerate
organizations' operational response to critical events in order to keep
people safe and businesses running faster. During public safety threats
such as active shooter situations, terrorist attacks or severe weather
conditions, as well as critical business events such as IT outages,
cyber-attacks or other incidents such as product recalls or supply-chain
interruptions, over 3,500 global customers rely on the company's
SaaS (News - Alert)-based platform to quickly and reliably aggregate and assess threat
data, locate people at risk and responders able to assist, automate the
execution of pre-defined communications processes, and track progress on
executing response plans. The company's platform sent over 2 billion
messages in 2017, and offers the ability to reach more than 200
countries and territories with secure delivery to over 100 different
communication devices. The company's critical communications and
enterprise safety applications include Mass Notification, Incident
Management, Safety Connection™, IT Alerting, Visual Command Center®,
Crisis Commander®, Community Engagement™ and Secure Messaging.
Everbridge serves 9 of the 10 largest U.S. cities, 8 of the 10 largest
U.S.-based investment banks, 25 of the 25 busiest North American
airports, six of the 10 largest global consulting firms, six of the 10
largest global auto makers, all four of the largest global accounting
firms, four of the 10 largest U.S.-based health care providers and four
of the 10 largest U.S.-based health insurers. Everbridge is based in
Boston and Los Angeles with additional offices in San Francisco,
Lansing, Orlando, Beijing, London, and Stockholm For more information,
visit www.everbridge.com,
read the company blog,
and follow on Twitter and Facebook.
Cautionary Language Concerning Forward-Looking Statements: This
press release contains "forward-looking statements" within the meaning
of the "safe harbor" provisions of the Private Securities Litigation
Reform Act of 1995, including but not limited to, statements regarding
the anticipated opportunity and trends for growth in our critical
communications and enterprise safety applications and our overall
business, our market opportunity, our expectations regarding sales of
our products, and our goal to maintain market leadership and extend the
markets in which we compete for customers. These forward-looking
statements are made as of the date of this press release and were based
on current expectations, estimates, forecasts and projections as well as
the beliefs and assumptions of management. Words such as "expect,"
"anticipate," "should," "believe," "target," "project," "goals,"
"estimate," "potential," "predict," "may," "will," "could," "intend,"
variations of these terms or the negative of these terms and similar
expressions are intended to identify these forward-looking statements.
Forward-looking statements are subject to a number of risks and
uncertainties, many of which involve factors or circumstances that are
beyond our control. Our actual results could differ materially from
those stated or implied in forward-looking statements due to a number of
factors, including but not limited to: our ability to market and sell
newly acquired products; the ability of our products and services to
perform as intended and meet our customers' expectations; our ability to
attract new customers and retain and increase sales to existing
customers; our ability to increase sales of our Mass Notification
application and/or ability to increase sales of our other applications;
developments in the market for targeted and contextually relevant
critical communications or the associated regulatory environment; our
estimates of market opportunity and forecasts of market growth may prove
to be inaccurate; we have not been profitable on a consistent basis
historically and may not achieve or maintain profitability in the
future; the lengthy and unpredictable sales cycles for new customers;
nature of our business exposes us to inherent liability risks; our
ability to attract, integrate and retain qualified personnel; our
ability to successfully integrate businesses and assets that we may
acquire; our ability to maintain successful relationships with our
channel partners and technology partners; our ability to manage our
growth effectively; our ability to respond to competitive pressures;
potential liability related to privacy and security of personally
identifiable information; our ability to protect our intellectual
property rights, and the other risks detailed in our risk factors
discussed in filings with the U.S. Securities and Exchange Commission
("SEC (News - Alert)"), including but not limited to our Annual Report on Form 10-K for
the year ended December 31, 2016 filed with the SEC on March 23, 2017.
The forward-looking statements included in this press release represent
our views as of the date of this press release. We undertake no
intention or obligation to update or revise any forward-looking
statements, whether as a result of new information, future events or
otherwise. These forward-looking statements should not be relied upon as
representing our views as of any date subsequent to the date of this
press release.
All Everbridge products are trademarks of Everbridge, Inc. in the USA
and other countries. All other product or company names mentioned are
the property of their respective owners.
About Unified Messaging Systems Unified
Messaging Systems ASA is a Norwegian technology company with
international operations, headquartered in Oslo. The company has more
than 1,200 customers worldwide reaching over 500 million people with its
systems for public notifications. The company was founded in 1998 and is
established as an industry leader within the area of critical
communication and population alerting systems.
Important Notice: THE OFFER WILL NOT BE MADE IN ANY
JURISDICTION IN WHICH MAKING OF THE OFFER WOULD NOT BE IN COMPLIANCE
WITH THE LAWS OF SUCH JURISDICTION. THIS ANNOUNCEMENT DOES NOT IN ITSELF
CONSTITUTE AN OFFER. THE OFFER WILL ONLY BE MADE ON (News - Alert) THE BASIS OF THE
OFFER DOCUMENT AND CAN ONLY BE ACCEPTED PURSUANT TO THE TERMS OF SUCH
DOCUMENT.
View source version on businesswire.com: http://www.businesswire.com/news/home/20180213006744/en/
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