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Trondheim, 26 September 2023
Juniper Holdco AS (“Juniper”) and Rieber & Søn AS (“Rieber”) have today entered into a conditional agreement for Juniper to acquire Rieber’s 62.8% shareholding in Q-Free ASA (“Q-Free” or the “Company”) at a price of NOK 12.00 per share (the “Purchase Price”) (the “Transaction”).
Subject to completion of the Transaction, Juniper will make an offer at NOK 12.00 per share to the remaining shareholders as specified in Chapter 6 of the Norwegian Securities Act (the “Mandatory Offer”). Juniper, Rieber and the Company have entered into a transaction agreement, regulating the rights and obligations of the parties in connection with the Transaction and the Mandatory Offer.
Juniper is 70% owned by a subsidiary of Guardian Capital Group Limited (“Guardian”) and 30% owned by Rieber, a Bergen based privately held investment firm.
The Purchase Price represents a premium of:
- 99.34% to the closing price on the Oslo Stock Exchange on 25 September 2023, being the last trading day prior to the date of this announcement;
- 106.23% to the volume weighted average share price during the three-month period ending on 25 September 2023; and
- 111.15% to the volume weighted average share price during the six-month period ending on 25 September 2023.
Conditions to completion of the Transaction include:
- There having been no material breach by Q-Free or Rieber of their undertakings in the Transaction Agreement; and
- The absence of a material adverse change.
Completion of the Transaction is expected to take place early October 2023.
The board of directors of Q-Free (excluding its members having a conflict of interest) (the “Board”) recommends that the Company’s shareholders accept the Mandatory Offer. The Board’s recommendation is unanimous. As part of the Transaction Agreement, the Board has undertaken not to solicit competing offers from third parties and not to amend or withdraw its recommendation, subject to customary conditions.
Commenting on the transaction, Robert Mah, President of Guardian Smart Infrastructure Management Inc., stated, “We are excited to partner with one of Europe’s leading investors in technology driven infrastructure. Q-Free is highly regarded, particularly for its edge technology solutions, in the rapidly growing market for intelligent transportation services designed to ease congestion, reduce pollution, and improve the quality of life for commuters, professional drivers and fleet operators in the key global markets the Company serves. As experienced long term infrastructure investors, we plan to provide additional resources to this Trondheim based business in an effort to continue its strong record of growth and leading by innovation”.
Guardian’s CEO George Mavroudis added “We formed our infrastructure strategy to invest in the growing number of opportunities where digital and traditional infrastructure are converging.” Guardian’s infrastructure strategy is headed by seasoned infrastructure investor Rob Mah, who together with his partners, has invested over $US 11 billion in 37 infrastructure transactions, many of which are relevant to Q-Free and its customers in traffic management, toll roads and ports/intermodal.
Rieber’s Managing Director Fritz Rieber, added, “We in Rieber & Søn would like to express our gratitude to the employees, management, and board for their efforts in driving improvements in the business and launching the implementation of a new business model since our initial investment in 2016. These positive changes have positioned Q-Free for the next phase of growth and development. Rieber aims to be a driving force in further developing Q-Free also for the years to come and, through Guardian, has identified a partner that is believed to have the potential to significantly contribute to the Company’s growth, both financially and through its network, particularly in North America. This strategic collaboration is intended to solidify and enhance Q-Free’s position as a leading Intelligent Transportation Systems (ITS) company”.
Geir Bjørlo, deputy Chairman of the Board at Q-Free, said, “The Board believes the terms of the offer from Juniper Holdco AS are in the best interests of Q-Free and our shareholders, and that the offer will benefit our employees, customers and partners. The Board recommends the offer as it represents a fair valuation of the company, as well as significant opportunities for accelerating the company’s journey as the leading provider and prime mover of intelligent traffic solutions.”
The complete terms of the Mandatory Offer will be set out in an offer document (the “Offer Document”) to be sent to the Company’s shareholders following review and approval by the Oslo Stock Exchange pursuant to Chapter 6 of the Norwegian Securities Trading Act. The Offer Document is expected to be approved during the first half of October. This notification does not in itself constitute an offer. The Mandatory Offer may only be accepted based on the Offer Document.
Juniper intends to make a compulsory acquisition of the remaining shares in Q-Free upon acquiring more than 90% of the shares in the Company under the Mandatory Offer. Further, subject to the outcome of the Mandatory Offer, Juniper intends to propose to the general meeting of Q-Free that an application is filed with the Oslo Stock Exchange to de-list the shares.
Q-Free will engage an independent third party to provide the formal statement about the Offer to be issued in accordance with section 6-16 (1) cf. 6 -19 (1) of the Norwegian Securities Trading Act.
Advokatfirmaet Schjødt AS and Kirkland & Ellis are acting as legal advisors to Guardian. Wikborg Rein Advokatfirma AS is acting as legal advisor to Rieber. Advokatfirmaet Thommessen AS is acting as legal advisors to the Company.
Harris Williams is acting as financial adviser to Guardian. DnB Bank ASA is acting as settlement agent to the Bidder.
Thale Kuvås Solberg, President & CEO, Q-Free ASA
Tel: +47 936 800 30
Robert Mah, President, Guardian Smart Infrastructure Management Inc.
Øystein Elgan, Director
Tel: +47 901 08 833
Q-Free ASA (OSE: QFR) is a global innovator in intelligent transportation systems that improve traffic flow, road safety, and air quality. With an open, collaborative approach to tolling, traffic and active transportation management, Q-Free works with customers and partners on every continent to digitize infrastructure and overcome modern mobility challenges for the greater good of society. Headquartered in Trondheim, Norway, Q-Free has annual revenues of approximately 1 billion NOK and employs approximately 360 transportation innovators, experts, and enthusiasts. To learn more about how Q-Free is “changing the movements of life”, visit www.q-free.com or Twitter: @Q-FreeASA.
The Mandatory Offer will not be subject to any closing conditions. The acceptance period in the Mandatory Offer will be four (4) weeks and will commence following publication of the Offer Document. Settlement will be made within two (2) weeks after expiry of the offer period.
The Mandatory Offer will not be made in any jurisdiction in which the making of the Mandatory Offer would violate applicable laws or regulations or would require actions which the Bidder in its reasonable opinion, after having consulted with the Company, deems unduly burdensome.
As the Board’s recommendation is made pursuant to the Transaction Agreement, it does not serve as the formal statement to be made pursuant to sections 6-16 and 6-19 of the Norwegian Securities Trading Act. The Company has in this respect engaged KWC as an independent third party who, subject to approval by the Oslo Stock Exchange, is expected to provide the formal statement concerning the Mandatory Offer, to be issued in accordance with section 6-16 (1) cf. section 6-19 (1) of the Norwegian Securities Trading Act.
About Guardian Capital:
Toronto based Guardian Capital Group Limited (“Guardian”) is a global asset manager with approximately $CDN 56.5 billion of assets under management and administration as of 6/30/23, Guardian has been managing institutional assets since 1962, executing investment strategies on behalf of pension plans, insurers, foundations, endowments, family offices and mutual funds around the world. Guardian does not control any companies that directly compete with Q-Free
Rieber & Søn AS is a family-owned Norwegian investment company with an industrial legacy dating back to 1839. Rieber has a portfolio of short-term investments as well as investments with a long-term perspective. Rieber & Søn respects and values the experience and know-how built and cultivated in the companies. On this basis, Rieber & Søn generally want to serve as an active partner for management in developing the business, for the benefit of employees, owners, and society at large.
This information is considered to be inside information pursuant to the EU Market Abuse Regulation and is subject to the disclosure requirements according to section 5-12 of the Norwegian Securities Trading Act. The information was submitted for publication by Board Secretary, Rita Bøe Isaksen on behalf of Q-Free on 26 September 2023 at 22:25 CET.
The Mandatory Offer and the distribution of this announcement and other information in connection with the Mandatory Offer and the Transaction may be restricted by law in certain jurisdictions. When published, the Offer Document and related acceptance forms will not and may not be distributed, forwarded or transmitted into or within any jurisdiction where prohibited by applicable law, including, without limitation, Canada, Australia, New Zealand, South Africa, Hong Kong and Japan. The Bidder does not assume any responsibility in the event there is a violation by any person of such restrictions. Persons into whose possession this announcement or such other information should come are required to inform themselves about and to observe any such restrictions.
This announcement is not a tender offer document and, as such, does not constitute an offer or the solicitation of an offer to acquire shares in the Company. Investors may accept the Mandatory Offer only on the basis of the information provided in the Offer Document. Offers will not be made directly or indirectly in any jurisdiction where either an offer or participation therein is prohibited by applicable law or where any tender offer document or registration or other requirements would apply in addition to those undertaken in Norway.
Notice to U.S. Holders
U.S. Holders (as defined below) are advised that the shares of the Company are not listed on a U.S. securities exchange and that the Company is not subject to the periodic reporting requirements of the U.S. Securities Exchange Act of 1934 (the “U.S. Exchange Act”), and is not required to, and does not, file any reports with the U.S. Securities and Exchange Commission (the “SEC”) thereunder.
The Mandatory Offer will be made in reliance on the exemption from certain requirements of Regulation 14E of the U.S. Exchange Act provided by Rule 14d-1(c) thereunder, and otherwise in accordance with the requirements of Norwegian law. Accordingly, the Mandatory Offer will be subject to disclosure and other procedural requirements, including with respect to the offer timetable, withdrawal rights, settlement procedures and timing of payments, that are different from those that would be applicable under U.S. domestic tender offer procedures and law. The Mandatory Offer will be made in the United States by the Bidder and no one else.
The Mandatory Offer will be made to holders of shares of the Company resident in the United States (“U.S. Holders”) on the same terms and conditions as those made to all other holders of shares of the Company to whom an offer is made. Any information documents, including the Offer Document, will be disseminated to U.S. Holders on a basis comparable to the method that such documents are provided to the Company’s other shareholders to whom an offer is made.
The receipt of cash pursuant to the Mandatory Offer by a U.S. Holder of the shares of the Company may be a taxable transaction for U.S. federal income tax purposes and under applicable state and local, as well as foreign and other tax laws. Each holder of shares of the Company is urged to consult his independent professional advisor immediately regarding the tax consequences of acceptance of the Mandatory Offer.
It may be difficult for U.S. Holders of shares of the Company to enforce their rights and any claim arising out of the U.S. federal securities laws, since the Bidder, Rieber and the Company are located in and organized under the laws of countries other than the United States, and some or all of their officers and directors may be residents of a country other than the United States, and their respective assets are located primarily outside the United States. U.S. Holders of shares of the Company may not be able to sue a non-U.S. company or its officers or directors in a non-U.S. court for violations of the U.S. securities laws. Further, although U.S. Holders of shares of the Company are not waiving their rights under U.S. federal laws by accepting the Mandatory Offer, it may be difficult to compel a non-U.S. company and its affiliates to subject themselves to a U.S. court’s judgement. As used herein, the “United States” or the “U.S.” means the United States of America, its territories and possessions, any state of the United States of America, and the District of Columbia.
Pursuant to an exemption from Rule 14e-5 under the U.S. Exchange Act, the Bidder and its affiliates or brokers (acting as agents for the Bidder or its affiliates, as applicable) may from time to time, and other than pursuant to the Mandatory Offer, directly or indirectly, purchase or arrange to purchase, shares of the Company or any securities that are convertible into, exchangeable for or exercisable for such shares outside the United States during the period in which the Mandatory Offer remains open for acceptance, so long as those acquisitions or arrangements comply with applicable Norwegian law and practice and the provisions of such exemption. To the extent information about such purchases or arrangements to purchase is made public in Norway, such information will be disclosed by means of an English language press release via an electronically operated information distribution system in the United States or other means reasonably calculated to inform U.S. Holders of such information. In addition, the financial advisors to the Bidder may also engage in ordinary course trading activities in securities of the Company, which may include purchases or arrangements to purchase such securities.
Neither the SEC nor any U.S. state securities commission has approved or disapproved or will approve or disapprove the Mandatory Offer, passed or will pass upon its fairness or passed or will pass upon the fairness, adequacy or completeness of this document or any documentation relating to the Mandatory Offer. Any representation to the contrary is a criminal offence in the United States.