Espoo, FINLAND — August 10, 2022 — A consortium comprising Accel-KKR, Long Path Partners and Briarwood Capital Partners today announced the successful completion of the voluntary public tender offer for all the shares in Basware. According to the final results of the tender offer, the shares tendered into the tender offer represent approximately 96.2 percent of all the shares and voting rights carried by the shares in Basware.
On behalf of the consortium members, Dean Jacobson, Managing Director of Accel-KKR, states, “This moment marks a milestone for Basware and the consortium members. The highly successful tender offer enables us to embark on a journey together to advance the field of e-invoicing, Accounts Payable (AP) and procurement automation for valued customers around the world. As Basware’s long-term partners, we are committed to bringing our insights and capital in support of Basware’s mission to help customers simplify operations and spend smarter. Together with the Basware team, we will work over the coming months to finish the privatization process and map out the future growth trajectory for the company – one that is built on the strength of Basware’s brand, history and market-leading capabilities to innovate quickly and continually deliver value to our customers. On behalf of the consortium, I want to give a warm welcome to all Basware customers and employees who are now part of our extended family.”
Klaus Andersen, Chief Executive Officer of Basware, adds, “The consortium members have been following Basware for years and they value all aspects of our business — from the market-leading SaaS products and services to our large global customer base as well as the strength of our highly skilled and motivated employees. The next phase of our company’s journey is a fantastic opportunity to strengthen our market position and build new capabilities. We will be able to focus our attention and resources on the things that add value to our customers, such as product innovation and superior customer experience. This moment is nothing short of transformative for our company, and I for one could not be more excited about the future of Basware.”
Basware is recognized as a Visionary in the 2021 Gartner® Magic Quadrant™ for Procure-to-Pay Suites*.
Basware is a leading provider of Networked Procure-to-Pay solutions with the largest open e-invoicing network in over 180 countries. Our cloud-based technology enables enterprises to fully manage their spend, mitigate financial risk, and reduce operating costs through automation of finance, procurement, accounts payable and accounts receivable processes. Our open technology ecosystem and extensive partner network have helped over 6,500 businesses in 60 countries move towards 100% spend visibility which enables better business decisions – a concept we call Visible Commerce. Basware’s solutions support the transition to a lower-carbon economy by digitization and automation. Basware is traded on the Helsinki exchange (BAS1V:HE). Find out more at https://investors.basware.com/en.
Accel-KKR is a technology-focused investment firm with $14 billion in capital commitments. The firm focuses on software and tech-enabled businesses, well-positioned for topline and bottom-line growth. At the core of Accel-KKR’s investment strategy is a commitment to developing strong partnerships with the management teams of its portfolio companies and a focus on building value alongside management by leveraging the significant resources available through the Accel-KKR network. Accel-KKR focuses on middle-market companies and provides a broad range of capital solutions, including buyout capital, minority-growth investments, and credit alternatives. Accel-KKR also invests across various transaction types, including private company recapitalizations, divisional carve-outs and going-private transactions. Accel-KKR’s headquarters is in Menlo Park, with offices in Atlanta, London and Mexico City. Visit accel-kkr.com to learn more.
About Long Path Partners:
Long Path is a registered investment adviser under the regulatory oversight of the SEC. Long Path was founded in 2018 and it has approximately USD 700 million assets under management (AUM). The company invests in a limited number of high quality, predictable businesses operating primarily in the enterprise software and business & information service markets. Long Path’s patient and flexible capital base allows for partnering with management teams to execute long-duration investments in both the public and private markets on a global basis. The client base of the company includes endowments and foundations, single- and multi-family offices, Outsourced Chief Investment Officers (OCIO’s) and high net worth individuals. For more information, visit www.longpathpartners.com.
About Briarwood Partners:
Briarwood is a registered investment adviser based in New York, United States and under the regulatory oversight of the SEC. The company employs a research-driven, value-oriented investment style focused on international equities. Briarwood is a long-term oriented owner, which seeks to form partnerships with management teams for an extended duration and to work collaboratively on areas where Briarwood can bring expertise such as capital markets. Briarwood’s client base mirrors the firm’s long-term investment style and consists of capital from global family offices, endowments, and foundations. For more information, visit www.briarwoodcap.com.
*Gartner Magic Quadrant for Procure-to-Pay Suites, by Kaitlynn Sommers, William McNeill, Micky Keck, Patrick Connaughton, published on October 25th, 2021
GARTNER is a registered trademark and service mark of Gartner, Inc. and/or its affiliates in the U.S. and internationally and is used herein with permission. All rights reserved. Gartner does not endorse any vendor, product or service depicted in its research publications, and does not advise technology users to select only those vendors with the highest ratings or other designation. Gartner research publications consist of the opinions of Gartner’s research organization and should not be construed as statements of fact. Gartner disclaims all warranties, expressed or implied, with respect to this research, including any warranties of merchantability or fitness for a particular purpose.
This release may not be released or otherwise distributed, in whole or in part, directly or indirectly, in or into, Australia, Canada, Hong Kong, Japan, New Zealand or South Africa or in any other jurisdiction in which the tender offer would be prohibited by applicable law.
This release is not a tender offer document and as such does not constitute an offer or invitation to make a sales offer. In particular, this release is not an offer to sell or the solicitation of an offer to buy any securities described herein, and is not an extension of the tender offer, in, Australia, Canada, Hong Kong, Japan, New Zealand or South Africa. Investors shall accept the tender offer for the shares only on the basis of the information provided in a tender offer document. The tender offer is not being made, and the shares will not be accepted for purchase from or on behalf of persons, directly or indirectly in any jurisdiction where either an offer or acceptance thereof is prohibited by applicable law or where any tender offer document or registration or other requirements would apply in addition to those undertaken in Finland.
The tender offer is not being made directly or indirectly in any jurisdiction where prohibited by applicable law and, when published, the tender offer document and related acceptance forms will not and may not be distributed, forwarded or transmitted into or from any jurisdiction where prohibited by applicable laws or regulations. In particular, the tender offer is not being made, directly or indirectly, in or into, by use of the postal service of, or by any means or instrumentality (including, without limitation, e-mail, facsimile transmission, telex, telephone or electronic transmission by way of the internet or otherwise) of interstate or foreign commerce of, or through any facilities of a national securities exchange of, Australia, Canada, Hong Kong, Japan, New Zealand or South Africa. The tender offer cannot be accepted, directly or indirectly, by any such use, means or instrumentality or from within, Australia, Canada, Hong Kong, Japan, New Zealand or South Africa and any purported acceptance of the tender offer resulting directly or indirectly from a violation of these restrictions will be invalid.
Information for shareholders of Basware in the United States
Shareholders of Basware in the United States are advised that the shares are not listed on a U.S. securities exchange and that Basware is not subject to the periodic reporting requirements of the U.S. Securities Exchange Act of 1934, as amended (the “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 tender offer will be made for the issued and outstanding shares of Basware, which is domiciled in Finland, and is subject to Finnish disclosure and procedural requirements. The tender offer is made in the United States pursuant to Section 14(e) and Regulation 14E under the Exchange Act, subject to exemptions provided by Rule 14d-1(d) under the Exchange Act for a “Tier II” tender offer, and otherwise in accordance with the disclosure and procedural requirements of Finnish law, including with respect to the tender offer timetable, settlement procedures, withdrawal, waiver of conditions and timing of payments, which are different from those of the United States. In particular, the financial information included in this announcement has been prepared in accordance with applicable accounting standards in Finland, which may not be comparable to the financial statements or financial information of U.S. companies. The tender offer is made to Basware’s shareholders resident in the United States on the same terms and conditions as those made to all other shareholders of Basware to whom an offer is made.
To the extent permissible under applicable law or regulations, the offeror, Sapphire BidCo Ltd, and its affiliates or its brokers and its brokers’ affiliates (acting as agents for Sapphire BidCo Ltd or its affiliates, as applicable) may from time to time after the date of this stock exchange release and during the pendency of the tender offer, and other than pursuant to the tender offer, directly or indirectly, purchase or arrange to purchase the shares or any securities that are convertible into, exchangeable for or exercisable for the shares. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. To the extent information about such purchases or arrangements to purchase is made public in Finland, such information will be disclosed by means of a press release or other means reasonably calculated to inform U.S. shareholders of such information. No purchases will be made outside the tender offer in the United States by or on behalf of Sapphire BidCo Ltd. In addition, the financial advisers to Sapphire BidCo Ltd may also engage in ordinary course trading activities in securities of Basware, which may include purchases or arrangements to purchase such securities. To the extent required in Finland, any information about such purchases will be made public in Finland in the manner required by Finnish law.
Neither the SEC nor any U.S. state securities commission has approved or disapproved the tender offer, passed upon the merits or fairness of the tender offer, or passed any comment upon the adequacy, accuracy or completeness of the disclosure in this stock exchange release. Any representation to the contrary is a criminal offence in the United States.
The receipt of cash pursuant to the tender offer by a U.S. holder of shares may be a taxable transaction for U.S. federal income tax purposes and under applicable U.S. state and local, as well as foreign and other, tax laws. Each holder of shares is urged to consult its independent professional adviser immediately regarding the tax consequences of accepting the tender offer.
It may be difficult for Basware’s shareholders to enforce their rights and any claims they may have arising under the U.S. federal securities laws, since Basware is located in a non-U.S. jurisdiction, and some or all of its officers and directors may be residents of non-U.S. jurisdictions. Basware’s shareholders may not be able to sue Basware or its officers or directors in a non-U.S. court for violations of the U.S. federal securities laws. It may be difficult to compel Basware and its affiliates to subject themselves to a U.S. court’s judgment.
Lazard & Co., Limited (“Lazard”), which is authorized and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively as financial advisor to Sapphire BidCo Ltd and no one else in relation to the tender offer or the matters referred to in this announcement and will not be responsible to anyone other than Sapphire BidCo Ltd for providing the protections afforded to clients of Lazard nor for providing advice in relation to the tender offer or any other matters referred to in this announcement. Neither Lazard nor any of its affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Lazard in connection with this announcement, any statement contained herein or otherwise.
Danske Bank A/S, Finland Branch is acting exclusively for Sapphire BidCo Ltd and no one else in relation to the tender offer or the matters referred to in this document, will not regard any other person than Sapphire BidCo Ltd as its client in relation to the tender offer and will not be responsible to anyone other than Sapphire BidCo Ltd for providing the protections afforded to its clients nor for providing advice in relation to the tender offer or any other transaction or arrangement referred to in this document.
Goldman Sachs International, which is authorized by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority in the United Kingdom, is acting exclusively for Basware and no one else in connection with the tender offer and the matters set out in this announcement. Neither Goldman Sachs International nor its affiliates, nor their respective partners, directors, officers, employees or agents are responsible to anyone other than Basware for providing the protections afforded to clients of Goldman Sachs International, or for giving advice in connection with the tender offer or any matter or arrangement referred to in this announcement.