Inmeta Crayon ASA : Recommended voluntary cash offer to acquire 100% of Inmeta Crayon ASA

Thursday, 08. December 2011 14:13
(Oslo, 8 December 2011) Metallic Invest AS (the "Offeror") will offer to acquire
all of the shares of Inmeta Crayon ASA ("Inmeta Crayon" or the "Company")
through a voluntary cash offer of NOK 6.00 per share. The Board of Directors of
Inmeta Crayon recommends the Company's shareholders to accept the offer.

The Offeror and Inmeta Crayon have entered into a transaction agreement
regarding an acquisition of Inmeta Crayon by the Offeror. Under the terms of the
agreement, the Offeror will put forward a recommended voluntary cash offer (the
"Offer") for all of the shares of Inmeta Crayon.

The consideration offered will be NOK 6.00 in cash per Inmeta Crayon share. This
represents a premium of approximately 46 % to the closing share price of Inmeta
Crayon on 7 December 2011, the last trading day prior to the announcement of the
Offer and a premium of approximately 50 % to the one month volume weighted
average share price of Inmeta Crayon for the period ended on 7 December 2011.
The Offer values the total share capital of Inmeta Crayon at approximately NOK
831 million.

The Offeror is not obliged to launch the Offer if EUR has depreciated by more
than 5% against NOK at any time before 12:00 CET on 12 December 2011 compared to
the EUR/NOK exchange rate at 18:00 CET on 8 December 2011.

The Offeror is a special purpose vehicle currently owned by Norvestor V, LP and
Norvestor V SBS, LP, acting by their general partner Norvestor V General Partner
LP, acting by its general partner Norvestor V (GP) Limited. Norvestor V L.P. is
a private equity investment fund with a capital base of approximately EUR 236
million. The fund's objective is to invest in strong growth companies in the
Norwegian and Nordic market.

After having reviewed the terms and conditions of the Offer, the Board of
Directors of Inmeta Crayon is of the view that an acceptance of the Offer is in
the best interest of the Company's shareholders. The Board has received a
fairness opinion dated 7 December 2011 from First Securities AS. First
Securities AS' fairness opinion provides that, as of the date thereof and based
upon the information available per 7 December and subject to the assumptions,
considerations, qualifications, factors and limitations set forth therein, First
Securities is of the opinion that the Offer Price is fair and on market terms.
The Fairness Opinion is subject to change in case of new material information.

Management and other employees of Inmeta Crayon holding shares in the Company
(the "Management Investors") have entered into an investment agreement with the
Offeror, whereby the Management Investors will, conditional upon completion of
the Offer and otherwise subject to customary conditions, transfer Inmeta Crayon
shares owned by them representing approximately 36 % of the total share capital
of Inmeta Crayon to the Offeror. Other shareholders representing approximately
5 % of the total share capital of Inmeta Crayon have already given their pre-
acceptances to the Offer, subject to customary conditions.

The shares to be transferred by the Management Investors to the Offeror,
conditional upon the completion of the Offer, and the shares subject to the
irrevocable pre-acceptances represent in aggregate approximately 41 % of the
total share capital of Inmeta Crayon.

Jarl Øverby, CEO of Inmeta Crayon, said, "We believe Norvestor will be a good
new owner for Inmeta Crayon in order to help us to strengthen our positions in
existing markets and to accelerate our plans to enter new markets. We look
forward to embarking on a new journey together with Norvestor."

Henning Vold, Partner in Norvestor Equity AS, said, "We have followed both
Inmeta and Crayon for many years and we are impressed by the results achieved by
management. We are excited about the opportunity to assist the company in its
future development."

The Offer will not be subject to any financing or due diligence conditions. The
complete details of the Offer, including all terms and conditions, will be
contained in an Offer Document to be sent to Inmeta Crayon shareholders
following review and approval by the Oslo Stock Exchange pursuant to Chapter 6
of the Norwegian Securities Trading Act.

As will be further detailed and specified in the Offer Document, the completion
of the Offer will be subject to the following conditions being satisfied or
waived by Offeror: (i) the Offer shall have been accepted by shareholders of
Inmeta Crayon representing (when taken together with any shares acquired or
agreed to be acquired by the Offeror other than through the Offer) more than 90
% of the issued and outstanding share capital of Inmeta Crayon, (ii) all
approvals required from regulatory authorities for completion of the Offer shall
have been obtained, (iii) all required third party approvals have been obtained,
(iv) there having occurred no material adverse change, as defined in the
transaction agreement, with respect to the Company and its subsidiaries, taken
as a whole, (v) the Board of Inmeta Crayon shall not have amended or withdrawn
its recommendation of the Offer, (vi) no intervention shall have taken place by
any court or other governmental or regulatory authority which restrains or
prohibits the completion of the Offer, and (vii) there shall have been no breach
by Inmeta Crayon of the transaction agreement which entitles Offeror to
terminate the transaction agreement.

The Offeror is in the process of preparing an Offer Document which has been
filed with the Oslo Børs. The Offer Document will be sent to Inmeta Crayon's
shareholders as soon as it has been approved by Oslo Børs. Such approval is
expected on or before 16 December 2011. The acceptance period for the Offer will
be two weeks from the date of the Offer Document being released, unless extended
by the Offeror.

The Offer will not be made in any jurisdiction in which the making of the Offer
would not be in compliance with the laws of such jurisdiction. This notification
does not in itself constitute an offer. The Offer will only be made on the basis
of the Offer Document and can only be accepted pursuant to the terms of such
document.

SEB Enskilda is acting as financial adviser to the Offeror in connection with
the Offer.

ABG Sundal Collier is acting as financial adviser to Inmeta Crayon in connection
with the Offer.


For further information, please contact:

Henning Vold (Chairman of the Board of Metallic Invest AS)
Telephone: +47 90 87 95 81
E-mail: henning.vold@norvestor.com

Paal S. Raaholt (Chairman of the Board of Directors of Inmeta Crayon)
Telephone: +47 92 62 73 00
E-mail: psr@inmeta.com

Jarl Øverby (CEO of Inmeta Crayon)
Telephone: +47 98 21 70 09
E-mail:jarl.overby@inmeta.com

About Offeror
The Offeror is a special purpose vehicle currently owned by Norvestor V, LP and
Norvestor V SBS, LP, acting by their general partner Norvestor V General Partner
LP, acting by its general partner Norvestor V (GP) Limited. Norvestor V L.P. is
a private equity investment fund established on Guernsey with a capital base of
approximately EUR 236 million. The fund`s objective is to invest in strong
growth companies in the Norwegian and Nordic market.

About Inmeta Crayon
Inmeta Crayon focuses on advising enterprises with complex IT needs. The
business focus is on software licence advisory, courses and consulting services.
Inmeta Crayon has about 470 employees, and is present in Norway, Sweden,
Denmark, Finland and Germany.

Licensing provides licence advice to optimise commercial and legal terms in
standard software contracts which ensure control, flexibility and cost savings
for enterprises.

Consulting provides IT consulting services for major enterprises. Technological
knowledge combined with wide experience of selected sectors, solutions and
project execution mean the consultancy business is well positioned in a
developing market.

Inmeta Crayon's revenues amounted to approx. NOK 1.5 billion in 2010, with an
EBITDA of NOK 70 million (pro forma). The company is listed on the Oslo Stock
Exchange (ticker is INM).




This information is subject to the disclosure requirements according to Section
5-12 of the Norwegian Securities Trading Act.

The Offer and the distribution of this announcement and other information in
connection with the Offer may be restricted by law in certain jurisdictions.
Offeror assumes no 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.

Denne opplysningen er informasjonspliktig etter verdipapirhandelloven §5-12






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Thomson Reuters clients. The owner of this announcement warrants that:
(i) the releases contained herein are protected by copyright and
other applicable laws; and
(ii) they are solely responsible for the content, accuracy and
originality of the information contained therein.

Source: Inmeta Crayon ASA via Thomson Reuters ONE

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