Visma to launch cash offer for Penneo
Visma has entered a transaction agreement to launch a voluntary cash offer of DKK 16.50 per share for all outstanding shares of Penneo.
Listed on the Nasdaq Copenhagen stock exchange in Denmark and operating throughout Europe, Penneo combines digital signing and Know Your Customer (KYC) workflows into a single platform that streamlines critical business processes for anti-money-laundering regulated B2B companies.
“Penneo has impressed us with its strong capabilities within B2B SaaS products, which are highly complementary to Visma’s existing offerings in the European market. We are very excited about this opportunity to invite them into the Visma family, as we see great potential to grow and develop even stronger and faster together. By joining Visma, Penneo would continue to operate as a distinct operating entity within the Visma Group, strengthened by the Visma’s capabilities, while also preserving its own unique culture and drive”, says Merete Hverven, CEO of Visma.
The offer price represents a 109.9 percent premium to the closing price of DKK 7.86 per share on 28 November 2024, and 108.1 percent above the last twelve months volume weighted average price of DKK 7.93.
The Board of Directors of Penneo has unanimously resolved that it intends to recommend Penneo's shareholders to accept the offer, when made, in the form of an offer document approved by the Danish Financial Supervisory Authority.
“The offer from Visma is attractive for shareholders, with a premium of 109.9 percent compared to the last trading price. Partnering with Visma will further strengthen Penneo’s position within digital signature and KYC. Penneo has successfully grown internationally in the space, and Visma’s offer demonstrates their confidence in the company’s continued development. This offer is an appreciation to our employees and their accomplishments to date. Our customers and partners will also benefit from Penneo partnering with Visma. Moving forward, Penneo will continue its international journey as the leading technology company in signing and KYC”, says Jostein Vik, Chairman of the Board of Directors of Penneo.
Broad support
Major institutional shareholders of Penneo, including Danica Pension and BankInvest, have together with Viking Venture 29 AS, the founders, board of directors, executive management and rest of C-level management of Penneo irrevocably undertaken to accept the offer, subject to certain customary conditions. The irrevocable undertakings jointly represent approx. 43 percent of the voting rights and share capital in Penneo (on a non-diluted basis).
Furthermore, Arbejdsmarkedets Tillægspension (ATP), holding approx. 9.9 percent of Penneo’s voting rights and share capital, has confirmed its intention to accept the offer absent any superior competing offer. Consequently, shareholders representing a total of approx. 52.9 percent have either entered into irrevocable undertakings or confirmed their intention to accept the offer.
Background and strategic rationale
Visma’s strategy is focused on delivering mission-critical software to businesses and the public sector in Europe and Latin-America, both through organic growth and M&A. With industry-leading investments in product development, highly engaged employees and a track record of attracting the best software entrepreneurs, Visma creates superior value for its customers by simplifying and automating complex processes.
Visma considers Penneo’s offering of B2B SaaS Solutions within digital signature, document handling and customer onboarding to be highly complementary to its existing offerings both in the Nordics and broader European markets, and views this potential acquisition as a strategic opportunity to expand on the Group’s overall strategy. Visma is impressed by the drive and management quality in Penneo, and the overall plan is to let Penneo continue as a distinct business unit within the Visma Group.
Visma is highly excited about the potential transaction and believes that it, if completed, will contribute to the long-term growth and success of both businesses.
Visma is due to launch the offer upon approval by the Danish Financial Supervisory Authority and no later than four weeks from the date of this announcement. Its completion will be subject to certain customary conditions including, but not limited to, a minimum acceptance level of 90 percent of Penneo's shares and the attaching voting rights, excluding any treasury shares, and relevant regulatory approvals.
The complete details of the offer, including all terms and conditions, will be included in the offer document to be published and sent to Penneo’s shareholders, and will also be made available at Penneo's website, subject to certain restrictions.
For more information, please contact:
Lage Bøhren, Director of Communication at Visma, Telephone: +47 92 15 78 01
Sindre Talleraas Holen, Head of M&A at Visma, Telephone: +47 93 05 94 69
sindre.talleraas.holen@visma.com
Jostein Vik, Chairman of the Board of Directors at Penneo, Telephone: +47 92 22 23 92
About Visma
Visma is a leading provider of mission-critical cloud software, with revenue of € 2.4 billion in 2023, nearly 16,000 employees and 1.9 million customers across Europe and Latin America. By simplifying and automating the work of businesses and organisations of all sizes, we enable a more efficient and prosperous society. Visit us at visma.com.
About Penneo
Penneo combines digital signing and Know Your Customer (KYC) workflows into a single platform that streamlines critical business processes for anti-money-laundering regulated B2B companies. Founded in Copenhagen and operating throughout Europe, Penneo is fast becoming the go-to platform for companies looking to save time on administrative tasks while ensuring complete regulatory compliance and peace of mind for themselves and their clients. Penneo is already trusted by +3,000 companies - including the world’s leading auditors. For more information about Penneo, visit penneo.com
