Aldata Solution Oyj
STOCK EXCHANGE RELEASE
23 August 2011 at 5.25 p.m. (EET)
STATEMENT BY THE BOARD OF DIRECTORS OF ALDATA SOLUTION OYJ ON THE MANDATORY
PUBLIC TENDER OFFER MADE BY SYMPHONY TECHNOLOGY II-A, L.P.
1. Background
On 28 June 2011 Aldata Solution Oyj (Aldata or Company) announced that the
Company had been notified that the ownership of Symphony Technology II-A, L.P.
(Offeror), a limited partnership managed by Symphony Technology Group, LLC, and
its group companies (Symphony) had exceeded three tenths of the shares and
voting rights in Aldata. Symphony was therefore obliged to make a mandatory
public tender offer for all other shares and securities entitling to shares in
Aldata pursuant to the Finnish Securities Market Act (SMA). On 26 July 2011
Aldata announced that Symphony had published the terms and conditions (Terms and
Conditions) of the mandatory tender offer for all the issued and outstanding
shares (Shares) and option rights (Options) in Aldata not held by Aldata or its
subsidiaries or already owned by Symphony (Tender Offer).
On 15 August 2011 the Offeror published a tender offer document (Tender Offer
Document) dated 12 August 2011, in which it sets out, inter alia, (i) the
objectives of the Tender Offer, (ii) the grounds for the pricing of the Tender
Offer and (iii) the Terms and Conditions for the Tender Offer. The offer period
of the Tender Offer commenced on 15 August 2011 at 9.30 a.m. (EET) and expires
on 9 September 2011 at 4.00 p.m. (EET), unless extended or discontinued in
accordance with its terms and conditions.
The Board of Directors of Aldata (Board) has on the date hereof issued this
statement (Statement) regarding the Tender Offer in accordance with Chapter 6,
Section 6 of the SMA, Standard 5.2c by the Finnish Financial Supervisory
Authority and the Helsinki Takeover Code. This Statement considers the Tender
Offer from the Company's and its shareholders' and optionholders' point of view
as well as the Offeror's strategic plans and their probable effects on Aldata's
operations and employees.
2. Preparation
The Board of Directors of Aldata has acted solely through its non-conflicted and
independent members. The Board has noted that Symphony Technology Group's
Managing Director Mr. William Chisholm (Chairman of the Board) is a member of
the Board. The Board's other members are Mr. Pertti Ervi (Vice Chairman of the
Board), Mr. Aarne Aktan, Ms. Michele Fitzpatrick, Mr. Tommy H. Karlsson and Mr.
Bertrand Sciard (CEO and President). Mr. Sciard is on the basis of his service
agreement with the Company entitled to specific benefits in connection with a
change of control in the Company and, therefore, Mr. Sciard has decided not to
take part in the Board's decision-making in relation to the Tender Offer. Mr.
Chisholm and Mr. Sciard have not participated, and shall not participate, in the
preparation, evaluation or decision-making of the Board regarding the Tender
Offer. Further, Mr. Chisholm shall not be given any information regarding third
party competing acquisition proposals, if any, until the non-conflicted Board
members have resolved to give such information to the Offeror.
For the purpose of evaluating the Tender Offer the Board has engaged the
investment bank HLP Corporate Finance Ltd to provide an independent fairness
opinion (Fairness Opinion) concerning the offer price for the Shares and the
offer price for the Options. The Fairness Opinion is annexed in its entirety as
Appendix 1 to this Statement.
The Board has considered potential alternative arrangements to the Tender Offer
and has enquired as to the opinion of the Management Team of the Company. Due to
the Offeror holding approximately 41.4 percent of the Shares in the Company, the
Board has not actively sought alternative or competing tender offers. The Board
has not received alternative or competing tender offers from third parties, and
is not aware of the preparation of any such tender offers. The Board has not
indentified any viable alternatives which would be more beneficial to the
Company or the holders of the Shares and Options than the Tender Offer.
3. Evaluation of the Tender Offer from the perspective of Aldata and the holders
of the Shares and Options
In the Tender Offer the offer price for the Shares is a cash consideration of
EUR 0.61 for each Share. The offer price for the Shares represents a premium of
approximately 32.6 per cent compared to the closing price of the Shares on
NASDAQ OMX Helsinki Ltd. (NASDAQ OMX Helsinki) on 23 June 2011, the last trading
day before the triggering of the obligation to launch the Tender Offer, a
premium of approximately 25.0 per cent compared to the volume-weighted average
trading price of the Shares on NASDAQ OMX Helsinki during the three (3) month
period preceding the last trading day before the triggering of the obligation to
launch the Tender Offer and a premium of approximately 13.6 per cent compared to
the volume-weighted average trading price during the twelve (12) month period
preceding the last trading day before the triggering of the obligation to launch
the Tender Offer.
The price for the Options in the Tender Offer is paid in cash and is as follows:
EUR 0.01 for option rights 2008A; EUR 0.19 for option rights 2008B; EUR 0.19 for
option rights 2008C; EUR 0.19 for option rights 2008D; EUR 0.19 for option
rights 2008E; EUR 0.19 for option rights 2008F; and EUR 0.01 for option rights
2008G.
According to Section 1.5 of the Tender Offer Document the Offeror's intention is
to acquire all the Shares and Option Rights in the Company. The Tender Offer
Document further states ("Redemption under the Finnish Companies Act") that it
is the Offeror's intention that, as promptly as practicable following the
initiation of the compulsory acquisition proceedings under the Finnish Companies
Act, the Company shall apply for delisting of its shares from NASDAQ OMX
Helsinki.
The Board states that subject to the limitations set forth in the Fairness
Opinion, HLP considers the Tender Offer to be fair, from a financial point of
view, for Aldata's shareholders and option holders.
The Board draws the attention of the shareholders to the fact that the Offeror
currently holds approximately 41.4 per cent of the Shares in Aldata. If the
Offeror as a result of the Tender Offer or otherwise achieves a holding in
excess of 50% of the Shares, the Offeror is in a position to (i) nominate a new
Board of Directors to the Company and (ii) resolve on the distributable amount
of dividend at the Company's General Meeting of Shareholders, among other
things. According to the Finnish Companies Act, shareholders who hold at least
1/10 of all shares may request at the General Meeting of Shareholders that a
minimum dividend be paid in accordance with the prerequisites prescribed by law.
The attention of the shareholders is also drawn to the fact that if the Offeror
as a result of the Tender Offer reaches a holding in excess of 50% of the total
voting rights carried by the Shares, the Offeror will be under no obligation to
make any further mandatory tender offer regarding the Shares and the Options in
the future. If the Offeror as a result of the Tender Offer does not reach a
holding in excess of 50% of the total voting rights carried by the Shares, the
Offeror will have an obligation to make a mandatory tender offer regarding the
Shares and the Options in the future only in case such a threshold is exceeded.
The shareholders should also note that, in the future, there may be reduced
trading in the Shares and the price formation of the Shares on the stock
exchange may be less certain. As a result the value of the Shares may not
necessarily achieve a level equivalent or higher to that of the Tender Offer in
the near term.
4. Evaluation of the strategic plans set out by Symphony in the Tender Offer
Document and their probable impacts on the operations and employment of Aldata
According to the Tender Offer Document Section 1.2 "Symphony has been an
investor in Aldata since 2006 and believes in the potential of developing
Aldata's business further. Symphony is currently evaluating changes that may
occur subsequent to the completion of the Tender Offer. These changes may
involve changes to the Board of Directors and / or the management of the
Company. However, Symphony has not yet decided on any changes to be made and, as
the result of the Tender Offer is not yet known, it is difficult to determine
the amount of control Symphony will have over Aldata after the Tender Offer.
Symphony has currently no plans to divest any of the assets of the Company but
as part of its intention to further grow and develop the business of Aldata, the
Offeror may look into possibilities for consolidation in the industry through
potential acquisitions and mergers. Depending on the result of the Tender Offer,
there may be a need for certain adjustments in the structure of Aldata in the
medium to long term as Symphony continues to develop the business of Aldata.
Such structural adjustments could also affect the position of the employees of
the Company."
The Tender Offer Document further states in Section 1.3 that "Symphony believes
in the growth potential of Aldata's business and intends to continue developing
the business further. Symphony also believes that consolidation should occur
within Aldata's field of industry, and as a result may among other alternatives
consider growing the Company's business through mergers and acquisitions after
the Tender Offer is completed. There is a possibility that Aldata might not
continue its operations as an independent company. While Symphony has not yet
made any decisions in this respect, Symphony acknowledges that a potential
merger or other form of consolidation, should such be carried out at some point,
could affect the location of Aldata's business operations as well as the
position of the employees of the Company."
The Board finds that the information presented in the Tender Offer Document on
the Offeror's strategic plans regarding the Company is limited and provided at a
high level only. In the absence of more specific details, the Board is unable to
form a more precise view on the Offeror's strategic plans and their likely
impact on Aldata's operations and employees. The Board, however, considers that
the Offeror's strategic intent in respect of the evaluation of potential merger
and acquisition opportunities with a view to consolidate the Company's position
in the industry may benefit the Company. Should there be a merger or other
consolidation after the completion of the Tender Offer, such consolidation may
have an impact on the operations and / or employees of Aldata. Since no detailed
strategic plans have been presented by the Offeror, the Board is unable to make
a more precise assessment of such impact.
The Board has received a statement on the Tender Offer from the French Workers'
Council representing the Company's employees in France. The statement of the
French Workers' Council is attached as Appendix 2.
5. Board's recommendation
Taking into account the statements made by the Offeror, the views of the
Company's Management Team as well as the Fairness Opinion, the Board assesses
that the Tender Offer is fair and that the Company and the holders of the Shares
and Options would benefit from the successful completion of the Tender Offer.
Based on the assessments and facts presented above, the Board unanimously
recommends that the holders of the Shares and Options approve the Tender Offer.
The Board notes, however, that the assessment of the Board does not constitute
investment advice to the shareholders or option holders, nor can the Board be
required to specifically evaluate the general price development or the risks
associated with any investment activity in general. Acceptance or refusal of the
Tender Offer is always a matter to be decided by the shareholders and option
holders themselves, for which the starting point should be the information
presented by the Offeror in the Tender Offer Document.
HLP Corporate Finance Ltd have acted as the Board's financial advisers in
relation to the fairness of the consideration offered in the Tender Offer.
Krogerus Attorneys Ltd. have acted as the Board's legal advisers.
Helsinki, August 23, 2011
Aldata Solution Oyj
Non-conflicted Board of Directors
Further information:
Pertti Ervi, Vice Chairman of the Board, +358 50 538 1410
About Aldata
Aldata is a global leader in retail and distribution optimization. Our software
and service solutions help retailers, distributors and manufacturers
dramatically improve their business performance. We optimize categories, space,
supply, logistics, and consumer engagement to increase our customers' revenue
and margins, reduce time, cost and waste, and enhance on-shelf availability,
service, and retention.
Founded in 1988, Aldata has an unparalleled track record of delivering
successful projects for the world's largest retail and consumer brands, national
wholesale and distribution organizations, and regional store chains. Aldata
Solution is a public company quoted on NASDAQ OMX Helsinki Ltd with the
identifier ALD1V.
Discover more about Aldata's customers, our solutions, and the multi-skilled
global team that supports them atwww.aldata.com
Distribution:
NASDAQ OMX Helsinki Ltd
Media
www.aldata.com
Appendix 1
FAIRNESS OPINION BY HLP CORPORATE FINANCE
Helsinki, 19 August 2011
The Board of Directors Aldata Corporation
The Board of Directors of Aldata Solution Oyj ("Aldata", and together with its
subsidiaries "Aldata Group") has requested HLP Corporate Finance Ltd, ("HLP") to
provide an opinion as to the fairness, from a financial point of view, of the
terms of the offer, as defined below.
Symphony Technology II-A, L.P. ("Symphony", and the "Offeror"), a limited
partnership managed by Symphony Technology Group, LLC and domiciled in the
United States has commenced a mandatory public tender offer for all the shares
and option rights in Aldata (the "Tender Offer"). Pursuant to the Offer the
shareholders of Aldata will be offered EUR 0.61 in cash for each share in
Aldata. The cash offer price for the option rights is as follows: EUR 0.01 for
option rights 2008A, EUR 0.19 for option rights 2008B, EUR 0.19 for option
rights 2008C, EUR 0.19 for option rights 2008D, EUR 0.19 for option rights
2008E, EUR 0.19 for option rights 2008F and EUR 0.01 for option rights 2008G.
The offer period is 15 August 2011- 9 September 2011 unless the offer period is
extended by the Offeror. According to the Offeror, the Offeror owns as per 12
August 2011 approx. 41.4% of the shares and votes of Aldata.
The obligation of Symphony to accept the shares and option rights validly
tendered and to complete the Tender Offer will be subject to the receipt of all
necessary regulatory approvals, permits and consents, including competition
clearances, on terms acceptable to Symphony. Symphony reserves the right to
complete the Tender Offer even if said condition to completion would not be
fulfilled. An exemption is required from the FSA in case the Tender Offer is not
completed due to the fact that the Condition to Completion is not fulfilled.
HLP has as a basis for this opinion regarding the financial terms reviewed,
considered and performed, inter alia, the following:
(i) Reviewed and considered the Tender Offer document dated 12 August 2011 and
press release dated 12 August 2011 containing the terms and conditions of the
Tender Offer;
(ii) Reviewed and considered the annual reports of Aldata for the financial
years 2008-2010 and the interim report of 11 August 2011 for January-June 2011;
(iii) Reviewed and considered the management projections of Aldata Group and its
business areas for the years 2011-2013;
(iv) Held discussions with senior management of Aldata concerning the past and
present activities, financial position, investment requirements and future
prospects of Aldata Group;
(v) Reviewed and considered public information concerning share prices and
volume of the Aldata share;
(vi) Reviewed and considered public information concerning public offers for
certain other companies previously listed on NASDAQ OMX Helsinki;
(vii) Reviewed and considered information from external sources on public tender
offers in the Nordic countries and in Europe;
(viii) Reviewed and considered certain other information from external sources
regarding listed companies comparable with Aldata as well as information
regarding terms and conditions of acquisitions of companies comparable with
Aldata;
(ix) Prepared a valuation of Aldata using generally recognized valuation
methods; and
(x) Reviewed and considered further circumstances concerning the past and
present activities of the Aldata Group as well as such other circumstances which
HLP has deemed necessary or appropriate to take into account as basis for this
opinion.
HLP has assumed and relied upon, without independent verifications, the accuracy
and completeness of the information which was publicly available or furnished to
us by Aldata or otherwise reviewed by HLP for the purposes of this opinion. HLP
has not performed any appraisal, estimate or physical examination of any of the
assets or liabilities of Aldata Group nor have we been furnished with any such
independent estimates or appraisals. HLP has not reviewed any individual
contracts of Aldata Group nor have we been furnished with any independent
reviews of any agreements.
HLP's opinion is based on financial, regulatory, market and other conditions as
in effect on, and the information made available to us as of the date hereof.
The circumstances on which this opinion is based as well as the contents of the
opinion itself may be affected by subsequent events. HLP has no obligation to
update, review or confirm this opinion after the date hereof.
HLP has assumed that Aldata has fulfilled all its legal and other applicable
information and other duties as a company listed on NASDAQ OMX Helsinki.
HLP has relied on information presented or forwarded to us by senior management
of Aldata regarding assessments of Aldata Group's ability to reach its financial
and operational goals (and the assumptions on which these are made) which have
been made by senior management of Aldata.
HLP has not been requested to assess, nor does this opinion include any
assessment of the merits of the Tender Offer as compared to any alternative
transaction or alternative business strategy other than Aldata Group's current
business.
Based upon and subject to the foregoing, it is our opinion, as of the date
hereof, that the Tender Offer is fair, from a financial point of view, for
Aldata's shareholders and option right holders. HLP does not hereby express any
opinion or any recommendation as to whether or not to accept the Tender Offer.
This opinion is addressed to the Board of Directors of Aldata and is solely
intended as a basis for the Board's decision in respect of the Tender Offer and
the opinion may not, without prior consent from HLP, be invoked or used for any
other purpose and, pursuant to such consent, only be used or invoked in its
entirety. This opinion is governed by Finnish law and any dispute relating
thereto shall be settled exclusively by Finnish courts.
HLP will receive a fee from Aldata for rendering this opinion to the Board of
Directors of Aldata.
Sincerely,
HLP CORPORATE FINANCE LTD
Appendix 2
Paris, August 23rd 2011
From: ALDATA SOLUTION S.A.S. French Workers' Council
To: ALDATA SOLUTION Oyj Board of Directors.
Subject: Statement regarding the Tender offer document dated August 12th 2011
Comments on section 1.2 "Effect on Aldata's Operations and Assets and Future
Position of Management and Employees"
Dear Board Members,
We, French Workers' Council of ALDATA SOLUTION S.A.S., are acknowledging the
will of Symphony Technology Group to pursue its strategic choices in supporting
the development of ALDATA SOLUTION S.A.S..
We would like to focus your attention about the skills and quality level of the
Management team and the Employees of ALDATA SOLUTION S.A.S. as one entity.
We would like to raise your attention about the risks resulting from a possible
adjustment regarding employment levels that are, as of today, well-balanced to
ensure competitiveness and excellence that we all wish for our Company.
We would also like to get a better understanding about the choices of Symphony
STG regarding investments in training and business know-how of ALDATA SOLUTION
S.A.S. Employees. We would like to hear from them how they envision ensuring the
continuing growth and evolution of our product lines base, which will ensure our
strength and future development.
We thank you for your attention and are looking forward to hearing about
Symphony strategic plans in the near future.
Best regards,
ALDATA SOLUTION S.A.S. French Workers' Council
Paris, le 23 août 2011
De: Comité d'Entreprise Aldata Solution France SAS
A: Board of Directors Aldata Solution OYJ.
Objet: document Offre Public d'achat du 12 août 2O11
« 1.2 Effets de l'offre sur les opérations et le patrimoine d'Aldata et impact
sur l'équipe managériale et les employés dans le futur »
Madame, Messieurs les Membres du Conseil d'Administration
Nous prenons acte de la continuité des choix stratégiques qui guident Symphony
STG dans le développement d'Aldata Solution SAS.
Nous attirons votre attention sur les compétences et les qualités du Management
et des Salariés d'Aldata Solution SAS dans leur ensemble.
Nous attirons votre attention sur le risque résultant de tout ajustement en
matière d'effectif aujourd'hui adapté pour assurer compétivité et excellence que
vous et nous souhaitons pour notre Société.
Nous souhaiterions également connaître les intentions de Symphony STG en terme
d'investissements dans la formation et le savoir faire métier des salariés
d'Aldata Solution SAS afin d'assurer la croissance et l'évolution de notre ligne
de produits qui assurera notre pérennité.
En vous remerciant et dans l'attente de votre réponse,
Veuillez agréer Madame, Messieurs, nos salutations respectueuses.
Le Comité d'Entreprise de la société Aldata Solution France SAS
[HUG#1540569]
STATEMENT BY THE BOARD OF DIRECTORS OF ALDATA SOLUTION OYJ ON THE MANDATORY PUBLIC TENDER OFFER MADE BY SYMPHONY TECHNOLOGY II-A, L.P.
| Source: Aldata Solution Oyj