ASIAKASTIETO GROUP PLC, STOCK EXCHANGE RELEASE, 24 APRIL 2018 AT 7.00 A.M. EEST
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Asiakastieto Group Plc and UC AB have agreed on a combination - the two companies will create a stronger future together
Asiakastieto Group Plc's ("Asiakastieto") Board of Directors and UC AB's ("UC") owners announce that they have agreed to combine the two companies (further "Combination" or "Transaction").
Asiakastieto and UC will join forces to meet the changing customer needs. The Combination of Asiakastieto and UC creates one of the leading Nordic companies in digital services and data innovation with strong market positions in Finland and Sweden. The combined company will employ nearly 500 skilled employees committed to delivering reliable and innovative services to a combined customer base consisting of almost 70,000 companies, as well as private individuals.
Asiakastieto and UC believe that the service needs of their customers are undergoing a significant transformation. New technologies such as artificial intelligence and machine learning together with increasing regulation are transforming the market. The amount of data, especially unstructured data, is growing rapidly. These changes are having a major impact on customer needs, and there is an urgent need to exploit data in a more efficient manner while companies are increasingly focusing on their core businesses. In addition, there is an increasing demand for cross-border services.
Engaged and competent employees will continue to be at the core of the combined company. The combined company will provide an inspiring, respectful and passionate working community with a broader range of development opportunities in an international environment.
The combined company will be well positioned to leverage the market opportunity with greater scale and resources. In particular, the potential for higher efficiency is expected to play a role in enabling future growth, for example, by allowing more focused and effective use of resources. Through sharing of best practices and by improving the ways of working, the combined entity is expected to achieve more efficient service development, increased operational efficiency as well as modernized platforms and support systems.
Asiakastieto and UC will together aim to continue being among the leaders in digital services and data innovation. The combined company will have an enhanced capabilities base and more resources to accelerate the development of innovative and cost efficient services. The combined company will also have an increased ability to invest in, for example, digital innovation, data science and artificial intelligence in the future.
Commitment to high quality and best in class reliability is at the core of the shared value base of Asiakastieto and UC. Additionally, the two companies share a similar business model, common Nordic values, preference to developing long-term customer relationships and a commitment to privacy. Moreover, Asiakastieto and UC have an existing and long-standing cooperation and complement each other geographically, while their product offerings allow transfer of existing services to both of the respective home markets.
"Our customers' service needs are undergoing a significant transformation. We want to meet their changing and enhanced needs. The combined company will be well positioned to leverage the market opportunity with larger scale and resources. Engaged and talented people are in the core of the two companies and that is to continue in the new, stronger entity. Higher efficiency will play a key role in enabling our future growth. Together we will take a leap towards the next level of digital services and data innovations. We will create a stronger future together," says Jukka Ruuska, CEO of Asiakastieto.
"Commitment to high quality and top-level reliability is at the core of the shared value base of Asiakastieto and UC. We have an existing and long standing cooperation, similar business logic, common Nordic values, long-term customer relationships and commitment to privacy. The combination will continue to deliver high quality and top-level reliability. Additionally, the two companies will build a stronger future together and the combined company will be well positioned to deliver value to its customers and other stakeholders. For example, existing services are planned to be introduced in Finland and Sweden respectively and best practices will be transferred between the countries. We see significant opportunities in this new combination," says Anders Hugosson, CEO of UC.
OVERVIEW OF UC
UC is one of the leading business and credit reference agencies in Sweden. The company provides refined business information and comprehensive credit reports that enable companies and private individuals to make more reliable business decisions. The company offers products and services for risk management, decision-making, as well as sales and marketing. Customers include financial institutions and other companies, as well as private individuals and the public sector.
UC's net sales in 2017 under Swedish GAAP were SEK 716.6 million (EUR 74.4 million) and operating profit was SEK 45.2 million (EUR 4.7 million) and EBITDA SEK 55.8 million (EUR 5.8 million). Adjusted EBITDA, including certain preliminary IFRS adjustments estimated by the management and items affecting comparability was SEK 170.8 million (EUR 17.7 million) in 2017.,  The company has over 300 employees based in Stockholm, Gothenburg, Malmö, Örebro, and Östersund. The company is owned by Skandinaviska Enskilda Banken AB (publ), Nordea Bank AB (publ), Svenska Handelsbanken AB (publ), Swedbank AB (publ), Danske Bank A/S Swedish branch and Länsförsäkringar Bank AB (publ).
RATIONALE AND KEY BENEFITS OF THE COMBINATION
Strong rationale for the Combination
Key benefits of the Combination
OVERVIEW OF COMBINED COMPANY
SELECTED ILLUSTRATIVE AGGREGATED FINANCIAL INFORMATION
Basis for Preparation
The selected illustrative unaudited aggregated financial information presented below is based on Asiakastieto's audited consolidated financial statements for the year ended December 31, 2017 prepared in accordance with IFRS and UC's audited consolidated financial statements for the year ended December 31, 2017 prepared in accordance with Swedish Financial Accounting Standards ("Swedish GAAP"). UC's income statement information has been translated into euros by using the average exchange rate of 9.6351 of Swedish krona for the year ended 31 December 2017 and balance sheet information has been translated by using the exchange rate of 9.8438 at the balance sheet date December 31, 2017 published by the Bank of Finland.
The illustrative aggregated financial information is presented for illustrative purposes only. The illustrative aggregated income statement and balance sheet information have been presented as if the business had been carried on in the same group from the beginning of the year 2017. Illustrative net sales, EBITDA and adjusted EBITDA of the combined company have been calculated by summing up Asiakastieto's and UC's financial information for the 12 months period ended December 31, 2017 and by including certain preliminary adjustments estimated by the management related to the differences in accounting policies between the companies. Aggregated interest-bearing net debt illustrates the impacts of the Combination as if it had occurred on 31 December 2017 and it includes the interest-bearing debt to be draw down in order to finance the cash consideration of the purchase price. UC has neither prepared nor published financial information in accordance with IFRS, and therefore the above-mentioned preliminary adjustments estimated by management will not be confirmed until in the IFRS transition of UC and could therefore differ significantly from the presented herein. The most significant differences between Swedish GAAP as applied by UC to IFRS are expected to derive from the capitalization of certain UC's development costs as intangible assets and pension accounting. Under Swedish GAAP UC has not capitalized the development costs but expensed them when incurred. UC has according to Swedish GAAP treated its pension plans as defined contribution plans where, under IFRS, certain plans should be treated as defined benefit plans.
The aggregated financial information is based on a hypothetical situation and should not be viewed as pro forma financial information inasmuch as any purchase price allocation, any possible differences in accounting policies that may arise later in connection with the IFRS transition, impacts of the financing of the acquisition and adjustments related to transaction costs have not been taken into account. The expected synergies have not been included. Asiakastieto will publish the pro forma financial information of the combined company according to Prospectus Regulation including UC's income statement and balance sheet information prepared in accordance with IFRS in the prospectus assumed to be published during the third quarter of 2018.
The actual financial information for the combined company will be calculated based on the final purchase price and the fair values of UC's identifiable assets and liabilities determined in accordance with the IFRS principles as at the date of completion of the Combination. The final purchase price is determined based on the number of shares to be issued to UC's current owners and the closing price of the Asiakastieto's share as at the date of completion of the Combination. The combined company's financial information that will be published in the future following the completion of the Combination could therefore differ significantly from the Asiakastieto's and UC's certain illustrative combined financial information of presented below. Accordingly, this information is not indicative of what the combined company's actual financial position, results of operations or key figures would have been had the Combination been completed on the dates indicated.
|EUR million||Asiakastieto||UC||Interest-bearing debt related to financing of the combination||Combined company|
|1 Jan - 31 Dec 2017|
|As at 31 Dec 2017|
|Cash and cash equivalents||19||15||34|
|Number of employees (year-end)||158||321||479|
1 The expected most significant differences in accounting policies between the accounting practices of the companies have been taken into account in the calculation of EBITDA. UC's EBITDA in 2017 under Swedish GAAP were EUR 5.8 million. According to a preliminary estimate made by UC's management, a total of EUR 9.6 million of the development costs expensed during financial year 2017 can be capitalized under IFRS which have been taken into account in UC's EBITDA calculation above. Based on the preliminary estimate of UC's management, the accounting of certain pension plans as defined benefit plans will result in an impact of EUR 0.3 million on EBITDA which has been taken into account in the calculation above.
2 Adjustments included in the aggregated adjusted EBITDA are based on a sum of annual report information published by Asiakastieto and the adjustments included in UC's internal management reporting. UC's adjusted EBITDA includes adjustments of EUR 1.7 million according to the management reporting, which affect the comparability between the periods, consist of M&A related legal and other advisory fees and redundancy payments.
3 Asiakastieto's operating profit was EUR 21 million for the period ended December 31, 2017.
4 The transactions between Asiakastieto and UC have not been eliminated from the aggregated income statement information. The aggregated net sales include transactions between Asiakastieto and UC that amounted to EUR 0.3 million for the period ended December 31, 2017. The transactions between Asiakastieto and UC did not have any impact on the aggregated EBITDA or adjusted EBITDA.
5 Interest-bearing liabilities include loans from financial institutions (short and long-term loans) which are presented in this calculation at their nominal value without taking into account the transaction costs.
SHAREHOLDER VALUE CREATION AND FINANCIAL IMPACT
The Combination is expected to create considerable shareholder value through sales, cost and recurring capex synergies. Based on Asiakastieto's preliminary integration synergy assessments, as well as further assessments to identify synergy opportunities, the combined company is estimated to achieve annual synergies of at least EUR 17 million expected to be implemented in full by 2021. The main sources of identified cost synergies include increased organizational efficiency, harmonization of IT operations for example through increasing insourcing and optimized sourcing. In addition, sales synergies have been identified from accelerated new service development, cross sales of existing services as well as optimized service and offering to customers. In practice this is expected to lead to both a broadened service offering to local customers and an improved Nordic offering. The combined company is also expected to achieve recurring capital expenditures savings as a result of scalability of new service development, back office systems and maintenance. As a result of these synergies, the combined company is also better positioned to reinvest in its business. One-time synergy implementation costs of approximately EUR 4 million as well as approximately EUR 5 million of implementation capital expenditure are expected to be incurred over approximately two years following the completion of the Transaction.
The Combination is expected to have a positive effect on Asiakastieto's earnings per share from the first full calendar year following the completion of the Transaction (adjusted for non-recurring integration costs and purchase price allocation related amortization) and increase further as synergies are realizing in full.
According to the illustrative aggregated financial information, the combined company would have had a preliminary aggregated net debt of EUR 135 million with expected net debt to EBITDA of 3.2x as of 31 December 2017. Due to the strong expected cash flow, net indebtedness is expected to decrease after the completion of the Transaction and to reach Asiakastieto's targeted level of 3.0x in 2019.
Asiakastieto's financial guidance for 2018, which was published in the Financial Statements release for 2017 published on February 15, 2018, does not incorporate the impact of the Transaction. Asiakastieto will publish updated financial guidance at a later stage when the Transaction has been completed.
CONSIDERATION AND TERMS OF TRANSACTION
Pursuant to the combination agreement, Asiakastieto will acquire UC from the current shareholders in exchange for EUR 98.8 million in cash and 8,828,343 newly issued shares in Asiakastieto. After the completion of the Transaction, Asiakastieto remains as the parent company of the group and UC becomes Asiakastieto's subsidiary. The current shareholders of UC will own approximately 36.9 percent and the current shareholders of Asiakastieto approximately 63.1 percent of the shares in Asiakastieto after the completion of the Transaction.
The total combination consideration paid to the current shareholders of UC amounts to EUR 339.8 million (calculated based on the closing price of the Asiakastieto share on 23 April 2018). The net cash position of UC amounted to EUR 15 million at year-end 2017, implying an enterprise value of EUR 325 million. The implied EV/Adjusted EBITDA 2017 multiple paid in the transaction is 18.3x and 9.6x including fully realized estimated run-rate synergies (enterprise value adjusted for approximately EUR 9 million of expected implementation costs and capital expenditure).
Asiakastieto and its lending banks have agreed that Asiakastieto's current loans of EUR 70.0 million will remain in place in the Transaction. In addition, the lending banks have committed to arranging debt facilities for the purposes of financing the cash component of the Transaction.
The Board of Directors of Asiakastieto will convene an Extraordinary General Meeting ("EGM") to authorize the Board of Directors to resolve on the issuance of new shares in the company to complete the Transaction. The EGM is expected to convene in May, and the notice to the EGM is expected in April. Asiakastieto will apply for the listing of the new shares after completion of the Transaction. Trading in the new shares is expected to commence in the third quarter of 2018.
The completion of the Transaction is subject to the Asiakastieto EGM authorizing the Board of Directors to resolve on the issuance of new shares, the approval by the relevant competition authorities, as well as certain other customary conditions. Sampo Plc, Mandatum Life Insurance Company Limited, Keva and Kaleva Mutual Insurance Company, holding in aggregate approximately 26 percent of the shares in Asiakastieto, have undertaken to attend Asiakastieto's EGM and to vote in favor of the proposals of the Board of Directors, including the authorization of the Board of Directors to resolve on the share issue. The two companies will continue to operate separately by their respective management teams until the completion of the Transaction. Jukka Ruuska, CEO of Asiakastieto, is to become the CEO of the combined company, and Anders Hugosson, CEO of UC, is to become the deputy to the CEO.
The databases of Asiakastieto and UC as well as customer data will continue to be maintained and stored in their current locations in the respective countries for now. According to Asiakastieto's view, the larger scale and resources will enhance the ability to maintain and develop top level data privacy and security. In connection with the Transaction, the parties have emphasized the importance of maintaining the Credit Registry operations of UC. For this purpose, UC's articles would be amended to allow representatives of the sellers to be appointed to UC's board, and decisions that would, among others, jeopardize the fulfilment of UC's obligations concerning the Credit Registry would require an unanimous board decision.
The Transaction will not affect existing customer contracts.
Two new Board members, Martin Johansson and Nicklas Ilebrand, will be proposed as new members of the Board of Directors of Asiakastieto in the EGM, to complement the current members of the Board of Directors. The appointment of the new Board members will be subject to completion of the Transaction.
The strong, local brands Asiakastieto and UC will continue in their respective markets while the combined entity will be re-branded. Planned business lines of the combined company are Risk decisions, Digital processes, Customer management and SME&DtC.
To support their assessment concerning the combination consideration, the Board of Directors of Asiakastieto has, among other assessment, received a fairness opinion concerning the combination consideration from Skandinaviska Enskilda Banken AB (publ), Helsinki Branch, and has concluded that the Combination and the combination consideration is in the best interest of the company and its shareholders.
Asiakastieto is advised by Skandinaviska Enskilda Banken AB (publ) Helsinki Branch as financial advisor, and Hannes Snellman Attorneys Ltd as legal advisor. UC is advised by Lenner & Partners Corporate Finance AB as financial advisor, Gernandt & Danielsson Advokatbyrå KB and Dittmar & Indrenius Attorneys Ltd. as legal advisors.
MEDIA AND INVESTOR EVENT
Asiakastieto and UC will host a joint press conference on 24 April 2018 at 12:00 A.M. EEST (11:00 A.M. CEST). Place: UC's Head Office, Årstaängsvägen 21, Liljeholmen, Stockholm, Sweden. You can follow the press conference in English at: http://bit.ly/mediaevent2018. For audio only please dial: +46 8 22 90 90; use access code: 55 35 30.
ASIAKASTIETO GROUP PLC
Board of Directors
tel. +358 10 270 7111
Communications and Investor Relations Manager
tel. +358 10 270 7506
Nasdaq Helsinki Ltd
Asiakastieto Group is one of the leading Finnish providers of business and consumer information services. The Group's products and services are primarily used for risk management, finance and administration, decision-making and sales and marketing purposes. At the end of 2017, the Group had around 19 500 clients, of which 10 500 were contractual clients. The Group serves several industries, the largest ones including finance and banking as well as wholesale and retail sectors and expert service companies. In 2017, the Group's net sales were EUR 56.2 million and it had 158 employees at the end of 2017. Asiakastieto Group Plc is listed on Nasdaq Helsinki with the ticker ATG1V. More information about Asiakastieto Group Plc is available at www.asiakastieto.fi
UC is one of the leading business and credit reference agencies in Sweden. The company provides refined business information and comprehensive credit reports that enable companies and private individuals to make more reliable business decisions. Customers include companies, private individuals and the public sector. In 2017, the net sales were EUR 74.4 million and the company had over 300 employees based in Stockholm, Gothenburg, Malmö, Örebro and Östersund. The company is owned by Skandinaviska Enskilda Banken AB, Nordea Bank AB, Svenska Handelsbanken AB, Swedbank AB, Danske Bank A/S Swedish branch and Länsförsäkringar Bank AB (publ). More information about UC is available at www.uc.se
This release is not an offer for sale of securities in the United States. Securities may not be offered or sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended. Asiakastieto does not intend to register any securities in the United States or to conduct an offering of securities in the United States.
The distribution of this release may be restricted by law and persons into whose possession any document or other information referred to herein comes should inform themselves about and observe any such restrictions. The information contained herein is not for publication or distribution, directly or indirectly, in or into Australia, Canada, Hong Kong, Japan, South Africa or the United States. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. This release is not directed to, and is not intended for distribution to or use by, any person or entity that is a citizen or resident or located in any locality, state, country or other jurisdiction where such distribution, publication, availability or use would be contrary to law or regulation or which would require any registration or licensing within such jurisdiction.
This release does not constitute prospectus as defined in the Prospectus Directive (EC/71/2003, as amended) and as such, does not constitute or form part of and should not be construed as, an offer to sell, or the solicitation or invitation of any offer to buy, acquire or subscribe for, any securities or an inducement to enter into investment activity.
No part of this release, nor the fact of its distribution, should form the basis of, or be relied on in connection with, any contract or commitment or investment decision whatsoever. The information contained in this release has not been independently verified. No representation, warranty or undertaking, expressed or implied, is made as to, and no reliance should be placed on, the fairness, accuracy, completeness or correctness of the information or the opinions contained herein. Asiakastieto or any of its respective affiliates, advisors or representatives or any other person, shall have no liability whatsoever (in negligence or otherwise) for any loss however arising from any use of this release or its contents or otherwise arising in connection with this release. Each person must rely on their own examination and analysis of Asiakastieto, its respective subsidiaries, its respective securities and the transaction, including the merits and risks involved.
This release includes "forward-looking statements." These statements may not be based on historical facts, but are statements about future expectations. When used in this release, the words "aims," "anticipates," "assumes," "believes," "could," "estimates," "expects," "intends," "may," "plans," "should," "will," "would" and similar expressions as they relate to Asiakastieto, UC, the transaction or the combination of the business operations of Asiakastieto and UC identify certain of these forward-looking statements. Other forward-looking statements can be identified in the context in which the statements are made. Forward-looking statements are set forth in a number of places in this release, including wherever this release include information on the future results, plans and expectations with regard to the combined company's business, including its strategic plans and plans on growth and profitability, and the general economic conditions. These forward-looking statements are based on present plans, estimates, projections and expectations and are not guarantees of future performance. They are based on certain expectations, which, even though they seem to be reasonable at present, may turn out to be incorrect. Such forward-looking statements are based on assumptions and are subject to various risks and uncertainties. Shareholders should not rely on these forward-looking statements. Numerous factors may cause the actual results of operations or financial condition of the combined company to differ materially from those expressed or implied in the forward-looking statements. Asiakastieto or any of its respective affiliates, advisors or representatives or any other person undertakes no obligation to review or confirm or to release publicly any revisions to any forward-looking statements to reflect events that occur or circumstances that arise after the date of this release.
This release includes estimates relating to the synergy benefits expected to arise from the transaction and the combination of the business operations of Asiakastieto and UC as well as the related integration costs, which have been prepared by Asiakastieto and are based on a number of assumptions and judgments. Such estimates present the expected future impact of the transaction and the combination of the business operations of Asiakastieto and UC on the combined company's business, financial condition and results of operations. The assumptions relating to the estimated synergy benefits and related integration costs are inherently uncertain and are subject to a wide variety of significant business, economic, and competitive risks and uncertainties that could cause the actual synergy benefits from the transaction and the combination of the business operations of Asiakastieto and UC, if any, and related integration costs to differ materially from the estimates in this release. Further, there can be no certainty that the transaction will be completed in the manner and timeframe described in this release, or at all.
The aggregated ownership of UC's shareholders in Asiakastieto is approximately 36.9 per cent of the shares and votes in Asiakastieto after the completion of the transaction. The sale of a significant number of shares or an understanding that such a sale may occur in the future, could have an adverse effect on the market price of the shares of Asiakastieto. The transaction does not contain any lock-up arrangements between the sellers and Asiakastieto.
APPENDIX 1: AUDITED FINANCIAL INFORMATION OF UC
CONSOLIDATED INCOME STATEMENT
|Other external costs||-389.6||-331.5|
| Depreciation, amortisation and |
|Other operating expenses||-0.1||0.0|
|Total operating expenses||-671.4||-599.7|
|Finance income and expenses, total||0.3||-0.3|
|Profit before tax||45.5||76.8|
|Income tax expense for the period||-11.4||-19.4|
|Profit for the period||34.1||57.4|
CONSOLIDATED BALANCE SHEET
|Other intangible assets||1.0||2.1|
|Property, plant and equipment||14.2||17.1|
|Deferred tax assets||0.0||2.8|
|Total non-current assets||15.3||28.1|
|Prepaid expenses and accrued income||21.0||20.0|
|Cash and cash equivalents||149.8||92.7|
|Total current assets||295.5||249.4|
Equity and liabilities
|Other equity including the result of the period||150.8||136.7|
|Deferred tax liabilities||0.1||0.0|
|Liabilities to financial institutions||4.2||3.7|
|Total non-current liabilities||4.2||3.7|
|Liabilities to financial institutions||1.3||1.1|
|Accrued expenses and deferred income||97.9||84.0|
|Total current liabilities||154.7||136.1|
|Total equity and liabilities||310.8||277.5|
 According to the management's assessment, the company will have a position as one of the leading operators in the market of Finnish and Swedish company and consumer information services
 Additional information on the adjustments is presented in section Selected illustrative aggregated financial information.
 UC's consolidated income statement and balance sheet prepared under Swedish GAAP is presented in Appendix 1.
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