April 14, 2022 – A consortium comprising Accel-KKR, Long Path Partners and Briarwood Capital Partners announced a voluntary recommended public tender offer through Sapphire BidCo Ltd for all shares in Basware Corporation (“Basware”). Following a successful tender offer (the “Tender Offer”) and delisting, all parties would work together to develop Basware in the private domain. The announcement release with more detailed information is available here (“Announcement release”). The Board of Directors of Basware has unanimously decided to recommend that the shareholders and warrantholders of Basware accept the Tender Offer.
Basware is a Helsinki-based global provider of Cloud-based Networked Procure-to-Pay solutions to help customers simplify operations and spend smarter by automating procurement and finance processes.
“The offer from the consortium represents a good value extraction for Basware’s shareholders and offers a significant premium over both the market price and the historical share levels. We are pleased that the hard work from management and employees in building a world class scalable software-as a-service offering is recognised and the company is now ready for the next step of the journey. The consortium offers the company valuable insight and capital to further strengthen Basware’s position in Networked Procure-to-Pay solutions and services and gain more market share globally in an increasingly competitive sector. Under private ownership Basware’s management will be able to devote their full attention to executing business performance and achieving results,” said Michael Ingelög, Chair of the Board of Directors of Basware.
“I see this offer as clear evidence of all the good work employees of Basware have done over the past years, and the opportunities we have ahead of us. The consortium members have been following our company for years already and value all aspects of the business from the market leading SaaS products and services to the large global customer base as well as the strength of our highly skilled and motivated employees. This signals strong confidence in our people and our strategy of “Sustainable Growth and Profitability”. With the support and resources of the consortium members we will have even better opportunities to accelerate our journey and value creation for all stakeholders,” said Klaus Andersen, Chief Executive Officer of Basware.
“Basware’s deep set of solutions and market leadership combined with the consortium members’ long history with the company and deep know-how in accelerating growth in software companies will position the business to continue to deliver innovative solutions to its customers and the broader marketplace. We look forward to working closely with the Basware team in the coming years,” said Dean Jacobson, Managing Director of Accel-KKR, on behalf of the consortium.
The transaction is expected to close in the second quarter of 2022, subject to customary closing conditions. For more information regarding this transaction, please visit here.
About Basware:
Basware offers the largest open business network in the world and is the global leader in providing networked purchase-to-pay solutions and e-invoicing services. Our technology empowers organizations with 100% spend visibility by enabling the capture of all financial data across procurement, finance, accounts payable and accounts receivable functions. Basware’s solutions play an important role in transitioning to a lower-carbon economy by enabling the digitalization and automation of Purchase-to-Pay enterprise processes that rely on paper. Basware is a global company doing business in more than 100 countries and is traded on the Helsinki exchange (BAS1V: HE). Find out more at https://investors.basware.com/en.
About Accel-KKR:
Accel-KKR is a technology-focused investment firm with over $13 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. For three consecutive years between 2019 and 2021, Inc. has named Accel-KKR among “PE 50: The Best Private Equity Firms for Entrepreneurs”, an annual list of founder-friendly private equity firms. Accel-KKR’s headquarters is in Menlo Park, with offices in Atlanta and London. 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.
Information for Basware shareholders in the United States
Shareholders of Basware in the United States are advised that the Basware 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 is being made for the shares of Basware, which is domiciled in Finland, and is subject to Finnish disclosure and procedural requirements. The Tender Offer is being 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 regarding Basware included in the Tender Offer Document 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 being 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. The Tender Offer is made to shareholders of Basware only; any decision regarding the Tender Offer should be based on the Tender Offer document filed with the Finnish Financial Supervisory Authority.
To the extent permissible under applicable law or regulations, Sapphire BidCo Ltd (the “Offeror”) and its affiliates or its brokers and its brokers’ affiliates (acting as agents for the Offeror or its affiliates, as applicable) may from time to time after the date of the release regarding the Tender Offer on 14th April 2022 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 of Basware or any securities that are convertible into, exchangeable for or exercisable for the shares of Basware. 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 the Offeror. In addition, the financial advisers to the Offeror 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 relation to the Tender Offer. 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 of Basware 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 of Basware 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.
