Skillsoft announces acquisition by Charterhouse Capital Partners

DUBLIN, Ireland, and NASHUA, N.H., March 14, 2014 – SSILuxco S.a.r.l., an indirect parent company of Skillsoft Limited (“Skillsoft”), a pioneer in the field of technology-delivered learning with a long history of innovation and delivery of solutions for its customers worldwide, ranging from global enterprises, government, and education to mid-sized and small businesses, announced today that it has entered into a definitive agreement for the sale of its subsidiaries to funds managed by Charterhouse Capital Partners LLP (“Charterhouse”). Terms of the purchase were not disclosed.

“We have experienced great success during our four year run with Berkshire Partners, Advent International and Bain Capital, and greatly appreciate the support and guidance they have provided to our team,” said Chuck Moran, CEO of Skillsoft. “We are excited to continue the journey with Charterhouse. We believe that our commitment, ability to execute and proven track record of success, coupled with the experience, enthusiasm and resources that will be contributed by Charterhouse, will provide us with new and exciting opportunities as we continue to deliver significant value to our customers and partners.”

“We are delighted to have the opportunity to partner with Skillsoft,” said Frank van den Bosch, a partner of Charterhouse. “We see a tremendous future for Skillsoft and look forward to working with Chuck and the Skillsoft team to achieve our goals.”

“On behalf of Berkshire Partners, Advent International and Bain Capital, I would like to thank Chuck Moran and the Skillsoft management team for their partnership over the past several years,” said Michael Ascione, Managing Director of Berkshire Partners. “During our collective ownership, Skillsoft has grown significantly and we believe that the Company is very well-positioned to continue to enhance its leadership position in the field of technology-delivered learning.”

Skillsoft will continue to be headquartered in Dublin, Ireland and led by the current management team, including Mr. Moran as CEO. The closing of this transaction is subject to various conditions, including the expiration of the applicable waiting period under the Hart-Scott-Rodino Act.

Deutsche Bank Securities Inc. acted as exclusive financial advisor to Skillsoft. Ropes & Gray LLP acted as legal counsel to Skillsoft. Barclays acted as exclusive financial advisor to Charterhouse. Simpson Thacher & Bartlett acted as legal counsel to Charterhouse.

About Skillsoft

Skillsoft is a pioneer in the field of learning with a long history of innovation. Skillsoft provides cloud based learning solutions for its customers worldwide, ranging from global enterprises, government, and education to mid-sized and small businesses. Skillsoft’s customer support teams draw on a wealth of in-house experience and a comprehensive learning e-library to develop off-the-shelf and custom learning programs tailored to cost-effectively meet customer needs. Skillsoft’s courses, books and videos have been developed by industry leading learning experts to ensure that they maximize business skills, performance, and talent development.

Skillsoft currently serves over 6,000 customers and more than 19,000,000 learners around the world. Skillsoft is on the web at www.Skillsoft.com.

Skillsoft courseware content described herein is for information purposes only and is subject to change without notice. Skillsoft has no obligation or commitment to develop or deliver any future release, upgrade, feature, enhancement or function described in this press release except as specifically set forth in a written agreement.

Skillsoft, the Skillsoft logo, Skillport, Search & Learn, SkillChoice, Books24x7, ITPro, BusinessPro, OfficeEssentials, GovEssentials, EngineeringPro, FinancePro, AnalystPerspectives, ExecSummaries, ExecBlueprints, Express Guide, Dialogue, Quickskill and inGenius are trademarks or registered trademarks of Skillsoft Ireland Limited in the United States and certain other countries. All other trademarks are the property of their respective owners.

About Charterhouse Capital Partners LLP

Charterhouse is one of the oldest Private Equity funds in Europe having been investing in management buyouts since the 1980s. Since then, Charterhouse has completed 137 transactions with an aggregate value of EUR 50 billion. Today Charterhouse is investing from its ninth fund of EUR 4 billion and focuses on backing managers of outstanding businesses to achieve their growth plans.

For more information, visit www.charterhouse.co.uk

About Berkshire Partners

Berkshire Partners, the Boston-based investment firm, has invested in over 100 middle market companies since 1986 through eight private equity funds with aggregate capital commitments of $11 billion.  Berkshire has developed specific industry experience in several areas including consumer products and retail, business services, industrial manufacturing, transportation and communications. Berkshire has a strong history of partnering with management teams to grow the companies in which it invests with the goal of consistently achieving superior investment returns.  The firm is currently investing from Berkshire Fund VIII, a $4.5 billion fund raised in 2011.  Berkshire seeks to invest $50 million to $500 million of equity capital in each portfolio company.

For more information, visit www.berkshirepartners.com

About Bain Capital Private Equity

Founded in 1984, Bain Capital one of the world’s foremost privately-held alternative investment firms, with more than $70 billion of assets under management. With deep experience investing in and building businesses around the world, the firm has made private equity, growth, and venture capital investments in over 450 companies, across a variety of industries including consumer/retail, financial services and institutions, healthcare, industrials, and technology, media and telecommunications. The firm has a strong track record of investments in leading software, business services and education businesses. Bain Capital has offices in Boston, New York, Chicago, Palo Alto, London, Munich, Tokyo, Shanghai, Hong Kong, Mumbai and Sydney.

For more information, visit www.baincapitalprivateequity.com

About Advent International

Founded in 1984, Advent International is one of the largest and most experienced global investors dedicated solely to private equity. Since inception, the firm has invested in more than 280 buyout transactions in 39 countries and today has $32.2 billion in assets under management. With offices on four continents, Advent has established a globally integrated team of over 170 investment professionals across North America, Europe, Latin America and Asia. The firm focuses on growth and traditional buyout and strategic repositioning transactions across five core sectors, including business and financial services; healthcare; industrial; retail, consumer and leisure; and technology, media and telecoms. After 30 years dedicated to international investing, Advent remains committed to partnering with management teams to deliver sustained revenue and earnings growth for portfolio companies.

For more information, visit adventinternational.com

Media contacts

Skillsoft
Tom McDonald
Chief Financial Officer
+1 603 324 3000, Ext. 4232

Advent declares offer for UNIT4 unconditional

Transaction highlights:

  • Advent declares its public offer for all Shares in UNIT4 unconditional
  • 95.2% of all Shares tendered
  • All Offer Conditions have been satisfied
  • Settlement will take place on 17 March 2014
  • Remaining Shares can be tendered during Post-Closing Acceptance Period ending on 19 March 2014

SLIEDRECHT and LONDON, 5 March 2014 – AI Avocado B.V. (the “Offeror”), a company ultimately indirectly controlled by funds advised and managed by Advent International, L.P. (“Advent”), and UNIT4 N.V. (“UNIT4”) are pleased to announce that the Offeror declares its recommended all-cash public offer for all the issues and outstanding ordinary shares in the capital of UNIT4 (the “Shares”) unconditional (doet gestand).

Status of the Offer

All conditions for the Offer, as described in the Offer Memorandum, have been satisfied.

As announced by the Offeror on 3 March 2014, 28,519,086 Shares have been tendered for acceptance during the Offer Period that expired at 17.40 hours, CET, on 28 February 2014, representing approximately 95.2% of the total number of Shares and, at the Offer Price, a value of EUR 1,105,114,583. No Shares were acquired by the Offeror outside the Offer.

Settlement

With reference to the Offer Memorandum, Shareholders who accepted the Offer shall receive an amount in cash of EUR 38.75 cum dividend (the “Offer Price”) for each Share validly tendered (or defectively tendered, provided that such defect has been waived by the Offeror) and transferred (geleverd) for acceptance pursuant to the Offer, under the terms and conditions of the Offer and subject to its restrictions.

Payment of the Offer Price shall occur on 17 March 2014 (i.e. the Settlement Date).

Post-Closing Acceptance Period (na-aanmeldingstermijn)

The Offeror grants those Shareholders who have not yet tendered their Shares under the Offer the opportunity to tender their Shares during the Post-Closing Acceptance Period (na-aanmeldingstermijn) commencing at 09.00 hours, CET, on 6 March 2014 and expiring at 17:40 hours, CET, on 19 March 2014. Shareholders can tender their Shares during the Post-Closing Acceptance Period in the same manner and subject to the same terms, conditions and restrictions as described in the Offer Memorandum.

Shareholders who tender their Shares during the Post-Closing Acceptance Period shall not have the right to withdraw such tendered Shares.

The Offeror will publicly announce the results of the Post-Closing Acceptance Period and the total amount and total percentage of Shares held by it in accordance with Section 17, paragraph 4 of the Decree ultimately on the third Business Day following the last day of the Post-Closing Acceptance Period.

The Offeror shall continue to accept for payment all Shares validly tendered (or defectively tendered, provided that such defect has been waived by the Offeror) during such Post-Closing Acceptance Period and shall pay for such Shares as soon as reasonably possible and in any case no later than on the eighth Business Day following the last day of the Post-Closing Acceptance Period.

Delisting

As a result of the acquisition of at least 95% of the Shares by the Offeror, the Offeror and UNIT4 intend to request Euronext Amsterdam to terminate the listing of the Shares on Euronext Amsterdam as soon as possible. This may adversely affect the liquidity and market value of any listed Shares not tendered. Reference is made to Section 6.11(a) of the Offer Memorandum.

Further consequences of the Offer

The Offeror intends to initiate a squeeze-out procedure and/or take other steps in order to acquire all Shares held by the minority shareholders.The purchase of Shares by the Offeror pursuant to the Offer, amongst other things, will reduce the number of Shareholders and the number of Shares that might otherwise trade publicly.

The remaining Shareholders who do not wish to tender their Shares in the Post-Closing Acceptance Period should carefully review Section 6.12 (Post-Closing Restructuring) of the Offer Memorandum, which describes certain implications to which they may become subject with their continued shareholding in UNIT4.

Further information

The information in this press release is not intended to be complete. For further information in relation to the Offer explicit reference is made to the Offer Memorandum, which was published on 20 December 2013. The Offer Memorandum contains further details regarding the Offer. In addition, UNIT4 has made available the Position Statement, containing the information required by Section 18, paragraph 2 and Annex G of the Decree in connection with the Offer.

This announcement contains selected, condensed information regarding the Offer and does not replace the Offer Memorandum and/or the Position Statement.

Shareholders are advised to review the Offer Memorandum and the Position Statement in detail and to seek independent advice where appropriate in order to reach a reasoned judgment in respect of the Offer and the content of the Offer Memorandum and the Position Statement.

Copies of the Offer Memorandum are available free of charge at the offices of UNIT4 and the Paying and Exchange Agent and can be obtained by contacting the Offeror, UNIT4 or the Paying and Exchange Agent.

Digital copies of the Offer Memorandum are available on the websites of UNIT4 (www.unit4.com) and Advent (adventinternational.com). The UNIT4 and Advent websites do not constitute a part of, and are not incorporated by reference into, the Offer Memorandum. Digital copies of the Position Statement are available on the website of UNIT4 (www.unit4.com).

About UNIT4

UNIT4 is a global cloud-focused business software and services company aimed at helping dynamic public sector and commercial services organizations to embrace change simply, quickly and cost effectively. The UNIT4 group incorporates a number of the world’s leading change embracing software brands including Agresso, our flagship ERP suite for mid-sized and large services intensive organizations; Coda, our best-of-class financial management software; and FinancialForce.com, the cloud applications company formed with investment from salesforce.com.

With operations in 26 countries worldwide, revenue of €490.5 million was realized in 2013. UNIT4 is headquartered in Sliedrecht, the Netherlands and has over 4,000 employees.

For more information on UNIT4 or any of its operating companies, please visit the website at www.unit4.com, follow us on Twitter @UNIT4_Group or visit our Facebook page.

About Advent International

Founded in 1984, Advent International is one of the largest and most experienced global investors dedicated solely to private equity. Since inception, the firm has invested in more than 280 buyout transactions in 39 countries and today has €23.8 billion in assets under management. With offices on four continents, Advent has established a globally integrated team of over 170 investment professionals across North America, Europe, Latin America and Asia. The firm focuses on growth and traditional buyout and strategic repositioning transactions across five core sectors, including business and financial services; healthcare; industrial; retail, consumer and leisure; and technology, media and telecoms. After 30 years dedicated to international investing, Advent remains committed to partnering with management teams to deliver sustained revenue and earnings growth for portfolio companies.

For more information, visit adventinternational.com

General restrictions

This announcement is for information purposes only and does not constitute an offer or an invitation to acquire or dispose of any securities or investment advice or an inducement to enter into investment activity. This announcement does not constitute an offer to sell or issue or the solicitation of an offer to buy or acquire the securities of UNIT4 in any jurisdiction.

The distribution of this press release may, in some countries, be restricted by law or regulation. Accordingly, persons who come into possession of this document should inform themselves of and observe these restrictions. To the fullest extent permitted by applicable law, Advent and UNIT4 disclaim any responsibility or liability for the violation of any such restrictions by any person. Any failure to comply with these restrictions may constitute a violation of the securities laws of that jurisdiction. Neither Advent, nor UNIT4, nor any of their respective advisors assumes any responsibility for any violation by any person of any of these restrictions. Any UNIT4 shareholder who is in any doubt as to his position should consult an appropriate professional advisor without delay. This announcement is not to be published or distributed in or to Canada and Japan.

Forward-looking statements

This press release may include “forward-looking statements” and language indicating trends, such as “anticipated” and “expected.” Although Advent and UNIT4 believe that the assumptions upon which their respective financial information and their respective forward-looking statements are based are reasonable, they can give no assurance that these assumptions will prove to be correct. Neither Advent nor UNIT4, nor any of their advisors accepts any responsibility for any financial information contained in this press release relating to the business or operations or results or financial condition of the other or their respective groups.

Media contacts

UNIT4 N.V.
Tel: +31 (0)184 444444
Chris Ouwinga, Chairman of the Board
chris.ouwinga@unit4.com
José Duarte, CEO
jose.duarte@unit4.com
Edwin van Leeuwen, CFO
edwin.van.leeuwen@unit4.com

Advent International
FTI Consulting
Fergus Wheeler
Tel: +44 (0) 7710 128 347
fergus.wheeler@fti consulting.com
Louisa Feltes
Tel: +44 (0) 7843 385 075
louisa.feltes@fti consulting.com

UNIT4 offer update: 95.2% of shares tendered for acceptance

Transaction highlights:

  • Offer Period expired on 28 February 2014
  • 95.2% of all Shares tendered
  • Offeror will announce ultimately on 5 March 2014 whether it declares the Offer unconditional

LONDON, 3 March 2014 – With reference to the joint press release by AI Avocado B.V. (the “Offeror”), a company ultimately indirectly controlled by funds advised and managed by Advent International, L.P. (“Advent”) and UNIT4 N.V. (“UNIT4”) dated 20 December 2013 in respect of the public offer for all issued and outstanding ordinary shares (the “Shares”) in the capital of UNIT4 at an offer price of EUR 38.75 (cum dividend) in cash per Share (the “Offer”) and the Offer Memorandum related to the Offer made publicly available on the same date, the Offeror is pleased to announce that, in connection with the Offer, 28,519,086 Shares have been tendered for acceptance during the Offer Period that expired at 17.40 hours, CET, on 28 February 2014, representing approximately 95.2% of the total number of Shares, and at a value of EUR 1,105,114,583.

In accordance with Section 16, paragraph 1 of the Decree and Section 5.6 of the Offer Memorandum, the Offeror will announce whether it declares the Offer unconditional no later than on Wednesday 5 March 2014.

Further information

The Offeror is making the Offer on the terms and subject to the conditions and restrictions contained in the Offer Memorandum. In addition, UNIT4 has made available the Position Statement, containing the information required by Article 18, paragraph 2 and Annex G of the Decree in connection with the Offer.

This announcement contains selected, condensed information regarding the Offer and does not replace the Offer Memorandum and/or the Position Statement.

The information in this announcement is not complete and additional information is contained in the Offer Memorandum and the Position Statement.

Shareholders are advised to review the Offer Memorandum and the Position Statement in detail and to seek independent advice where appropriate in order to reach a reasoned judgment in respect of the Offer and the content of the Offer Memorandum and the Position Statement.

Copies of the Offer Memorandum are available free of charge at the offices of UNIT4 and the Paying and Exchange Agent and can be obtained by contacting the Offeror, UNIT4 or the Paying and Exchange Agent.

Digital copies of the Offer Memorandum are available on the websites of UNIT4 (www.unit4.com) and Advent (adventinternational.com). The UNIT4 and Advent websites do not constitute a part of, and are not incorporated by reference into, the Offer Memorandum. Digital copies of the Position Statement are available on the website of UNIT4 (www.unit4.com).

About Advent International

Founded in 1984, Advent International is one of the largest and most experienced global investors dedicated solely to private equity. Since inception, the firm has invested in more than 280 buyout transactions in 39 countries and today has €23.8 billion in assets under management. With offices on four continents, Advent has established a globally integrated team of over 170 investment professionals across North America, Europe, Latin America and Asia. The firm focuses on growth and traditional buyout and strategic repositioning transactions across five core sectors, including business and financial services; healthcare; industrial; retail, consumer and leisure; and technology, media and telecoms. After 30 years dedicated to international investing, Advent remains committed to partnering with management teams to deliver sustained revenue and earnings growth for portfolio companies.

For more information, visit adventinternational.com

General restrictions

This announcement is for information purposes only and does not constitute an offer or an invitation to acquire or dispose of any securities or investment advice or an inducement to enter into investment activity. This announcement does not constitute an offer to sell or issue or the solicitation of an offer to buy or acquire the securities of UNIT4 in any jurisdiction.

The distribution of this press release may, in some countries, be restricted by law or regulation. Accordingly, persons who come into possession of this document should inform themselves of and observe these restrictions. To the fullest extent permitted by applicable law, Advent and UNIT4 disclaim any responsibility or liability for the violation of any such restrictions by any person. Any failure to comply with these restrictions may constitute a violation of the securities laws of that jurisdiction. Neither Advent, nor UNIT4, nor any of their respective advisors assumes any responsibility for any violation by any person of any of these restrictions. Any UNIT4 shareholder who is in any doubt as to his position should consult an appropriate professional advisor without delay. This announcement is not to be published or distributed in or to Canada and Japan.

Forward-looking statements

This press release may include “forward-looking statements” and language indicating trends, such as “anticipated” and “expected.” Although Advent and UNIT4 believe that the assumptions upon which their respective financial information and their respective forward-looking statements are based are reasonable, they can give no assurance that these assumptions will prove to be correct. Neither Advent nor UNIT4, nor any of their advisors accepts any responsibility for any financial information contained in this press release relating to the business or operations or results or financial condition of the other or their respective groups.

Media contacts

Advent International
FTI Consulting
Fergus Wheeler
+44 (0) 7710 128 347
fergus.wheeler@fti consulting.com
Louisa Feltes
+44 (0) 7843 385 075
louisa.feltes@fti consulting.com

UNIT4 shareholders vote in favour of all resolutions at extraordinary general meeting

SLIEDRECHT, 19 February 2014 – UNIT4 N.V. (“UNIT4”) announces that the general meeting of UNIT4 voted in favour of all resolutions during the Extraordinary General Meeting of Shareholders (“EGM”) that was held today. 36,7% of UNIT4’s total issued and outstanding share capital was present or represented at the EGM.

The following resolutions, all of which relate to the public offer by AI Avocado B.V. (the “Offeror”), a company ultimately indirectly controlled by funds advised and managed by Advent International, L.P. (“Advent”), for all the issued and outstanding ordinary shares in the capital of UNIT4 (the “Offer”), were approved:

  • amendment of the Articles of Association of UNIT4 as per the Settlement Date;
  • (re-)appointment of Mr Leo Apotheker, Mr Bret Bolin, Mr Fred Wakeman, Mr John Woyton, Mr Bram Grimmelt and Mr Frank Rövekamp as non-executive directors of UNIT4 as per the Settlement Date;
  • acceptance of the resignation and granting of full discharge to Mr Philip Houben, Mr Rob Ruijter and Ms Nikki Beckett for their functioning as members of the Supervisory Board / non-executive directors of the Board until the date of the EGM, effective as per the Settlement Date; and
  • discharge from liability of Mr Chris Ouwinga, Mr Jose Duarte, Mr Edwin van Leeuwen and Mr Frank Rövekamp for their functioning as members of the Board of Directors https://s17401.pcdn.co/ member of the Supervisory Board / members of the Board until the date of the EGM, effective as per the Settlement Date, all conditional to the Offer being declared unconditional.

Further information

Holders of shares in the capital of UNIT4 have the opportunity until 28 February 2014 17:40 hours CET to tender their shares under the Offer, unless the offer period is extended.

The Offeror is making the Offer on the terms and subject to the conditions and restrictions contained in the Offer Memorandum, dated 20 December 2013. In addition, UNIT4 has made available the Position Statement, containing the information required by Article 18, paragraph 2 and Annex G of the Decree in connection with the Offer.

Shareholders are advised to review the Offer Memorandum and the Position Statement in detail and to seek independent advice where appropriate in order to reach a reasoned judgment in respect of the Offer and the content of the Offer Memorandum and the Position Statement.

Copies of the Offer Memorandum are available free of charge at the offices of UNIT4 and the Paying and Exchange Agent and can be obtained by contacting the Offeror, UNIT4 or the Paying and Exchange Agent.

Digital copies of the Offer Memorandum are available on the websites of UNIT4 (www.unit4.com) and Advent (adventinternational.com). The UNIT4 and Advent websites do not constitute a part of, and are not incorporated by reference into, the Offer Memorandum. Digital copies of the Position Statement are available on the website of UNIT4 (www.unit4.com).

About UNIT4

UNIT4 is a global cloud-focused business software company aimed at helping dynamic public sector and commercial services organizations to embrace change simply, quickly and cost effectively in a market sector it calls ‘Businesses Living IN Change’ (BLINC)™. UNIT4 incorporates a number of the world’s leading change embracing software brands including Agresso, the flagship ERP suite for mid-sized services intensive organizations; Coda, the best-of-class financial management software; and FinancialForce.com, the cloud applications company formed with investment from Salesforce.com.

With operations in 26 countries across Europe, North America, Asia Pacific and Africa and sales activities in several other countries, UNIT4’s revenue was EUR 469.8 million in 2012.

UNIT4 is headquartered in Sliedrecht, the Netherlands and has over 4,300 employees. It is listed on Euronext Amsterdam and is included in the Amsterdam Midcap Index (AMX).

For more information, visit www.unit4.com

Media contacts

UNIT4 N.V.
Tel: +31 (0) 1844 44444
Chris Ouwinga, Chairman of the Board
chris.ouwinga@unit4.com
José Duarte, CEO
jose.duarte@unit4.com
Edwin van Leeuwen, CFO
edwin.van.leeuwen@unit4.com

UNIT4 offer update: Competition approvals obtained

SLIEDRECHT and LONDON, 31 January 2014 – AI Avocado B.V. (the “Offeror”), a company ultimately indirectly controlled by funds advised and managed by Advent International, L.P. (“Advent”), and UNIT4 N.V. (“UNIT4”) jointly announce that the Offeror has obtained regulatory clearance from the European Commission and the Federal Trade Commission and Antitrust Division of the US Department of Justice in connection with the Offeror’s recommended all-cash public offer for all the issued and outstanding ordinary shares in the capital of UNIT4 (the “Offer”). As a result, the offer condition in relation to competition clearance has been satisfied.

Further information

Holders of shares in the capital of UNIT4 shall have the opportunity until 28 February 2014 17:40 hours CET to tender their shares under the Offer, unless the offer period is extended.

The Offeror is making the Offer on the terms and subject to the conditions and restrictions contained in the Offer Memorandum, dated 20 December 2013. In addition, UNIT4 has made available the Position Statement, containing the information required by Article 18, paragraph 2 and Annex G of the Decree in connection with the Offer.

This announcement contains selected, condensed information regarding the Offer and does not replace the Offer Memorandum and/or the Position Statement. The information in this announcement is not complete and additional information is contained in the Offer Memorandum and the Position Statement.

Shareholders are advised to review the Offer Memorandum and the Position Statement in detail and to seek independent advice where appropriate in order to reach a reasoned judgment in respect of the Offer and the content of the Offer Memorandum and the Position Statement.

Copies of the Offer Memorandum are available free of charge at the offices of the Offeror, UNIT4 and the Paying and Exchange Agent and can be obtained by contacting the Offeror, UNIT4 or the Paying and Exchange Agent.

Digital copies of the Offer Memorandum are available on the websites of UNIT4 (www.unit4.com) and Advent (adventinternational.com). The UNIT4 and Advent websites do not constitute a part of, and are not incorporated by reference into, the Offer Memorandum. Digital copies of the Position Statement are available on the website of UNIT4 (www.unit4.com).

About UNIT4

UNIT4 is a global cloud-focused business software company aimed at helping dynamic public sector and commercial services organizations to embrace change simply, quickly and cost effectively in a market sector it calls ‘Businesses Living IN Change’ (BLINC)™. UNIT4 incorporates a number of the world’s leading change embracing software brands including Agresso, the flagship ERP suite for mid-sized services intensive organizations; Coda, the best-of-class financial management software; and FinancialForce.com, the cloud applications company formed with investment from Salesforce.com.

With operations in 26 countries across Europe, North America, Asia Pacific and Africa and sales activities in several other countries, UNIT4’s revenue was EUR 469.8 million in 2012.

UNIT4 is headquartered in Sliedrecht, the Netherlands and has over 4,300 employees. It is listed on Euronext Amsterdam and is included in the Amsterdam Midcap Index (AMX).

For more information, visit www.unit4.com

About Advent International

Founded in 1984, Advent is one of the largest and most experienced global investors dedicated solely to private equity. Since the inception, the firm has invested in more than 280 buyout transactions in 36 countries and today has EUR 24.3 billion in assets under management. With offices on four continents, Advent has established a globally integrated team of over 170 investment professionals across Europe, North America, Latin America and Asia. The firm focuses on growth and traditional buyout and strategic repositioning transactions across five core sectors, including technology, media and telecoms; business and financial services; healthcare; industrial; and retail consumer and leisure. After 29 years dedicated to international investing, Advent remains committed to partnering with management teams to deliver sustained revenue and earnings growth in its portfolio companies.

For more information, visit adventinternational.com

   

Media contacts

UNIT4 N.V.
Tel: +31 (0) 1844 44444
Chris Ouwinga, Chairman of the Board
chris.ouwinga@unit4.com
José Duarte, CEO
jose.duarte@unit4.com
Edwin van Leeuwen, CFO
edwin.van.leeuwen@unit4.com

Advent International
Fergus Wheeler
Tel: +44 (0) 7710 128 347
fergus.wheeler@fticonsulting.com
Louisa Feltes
Tel: +44 (0) 7843 385 075
louisa.feltes@fticonsulting.com

Former PPG Industries Senior Executive J. Rich Alexander joins Advent International’s Operating Partner Program

NEW YORK, January 27, 2014 – Advent International, one of the largest and most experienced firms dedicated solely to private equity, today announced that J. Rich Alexander, who held a number of senior operating executive positions during a 35-year career at PPG Industries, Inc. (NYSE: PPG), has joined Advent as an Operating Partner.  He will work closely with Advent’s chemicals team to identify and evaluate new investment opportunities in the chemicals and materials sector and create value in existing portfolio companies.  Mr. Alexander serves on the board of directors of Allnex, a leading global supplier of coating resins and additives that Advent acquired last year from Cytec Industries.

Mr. Alexander most recently was a member of PPG’s executive and operating committees and oversaw the company’s global architectural coatings, fiber glass and flat glass businesses, as well as its corporate functions for marketing, purchasing and distribution.  Among other responsibilities, he served as global general manager of PPG’s general industrial coatings group, as vice president of the company’s industrial coatings division and as executive vice president of PPG’s performance coatings and glass reporting segments.  Mr. Alexander also has served since 2009 on the board of directors of Calgon Carbon Corporation (NYSE: CCC).

“Rich is a proven leader in the chemicals and materials space and brings deep experience in operations, marketing, production and distribution,” said Ronald Ayles, managing director and head of Advent´s chemicals practice.  “We have been impressed with Rich and the value he brings to our investment in Allnex, and we are very pleased to add him as an advisor to our firm.  His formal addition to our Operating Partner program strengthens our robust international team.”

“Rich has a thorough understanding of the primary addressable markets for industrial chemical applications worldwide,” added Kevin Feinblum, a principal at Advent.  “We are looking forward to working with Rich to identify additional opportunities on which we can collaborate, with the goal of continuing Advent’s strong track record in the chemicals sector.”

Mr. Alexander graduated cum laude from Kent State University with a bachelor’s degree in psychology and earned an M.B.A. from Capital University.  He previously served as chairman of the board of Pacific Fiber Glass, a joint venture of PPG Industries and Nan Ya Plastics in Taiwan, and served on the boards of The United Way of Allegheny County and The Pittsburgh Public Theater.

“Advent is one of the leading investors in the global chemicals industry, and I’m pleased to join the team,” said Mr. Alexander. “We have developed a strong partnership as we have worked to help Allnex grow as an independent company, and I’m looking forward to expanding our relationship to other investment opportunities.”

Mr. Alexander is the most recent executive to be appointed to Advent’s Operating Partner Program, a long-established and successful element of the firm’s highly operational approach to investing. The program includes approximately 60 senior industry executives, who work with Advent in specific sectors, typically as board members. These executives, many of whom have been involved in multiple Advent investments, assist in finding attractive investment opportunities, conducting due diligence and creating and driving value creation plans for Advent’s portfolio companies.

Advent has been active in the chemicals and materials industry for more than 25 years and has invested in over 30 companies in the sector globally. The firm has developed a strong track record in carving out these businesses from multinational corporations and enabling them to become successful, independent companies. Advent’s recent investments in the chemicals and materials sector include Allnex, H.C. Starck, Maxam, Mondo Minerals and Oxea.

About Advent International

Founded in 1984, Advent International is one of the largest and most experienced global investors dedicated solely to private equity.  Since inception, the firm has invested in more than 290 buyout transactions in 39 countries, and today has $32.2 billion in assets under management.  With offices on four continents, Advent has established a globally integrated team of over 170 investment professionals across North America, Europe, Latin America and Asia.  The firm focuses on growth and traditional buyout and strategic repositioning transactions across five core sectors, including business and financial services; healthcare; industrial; retail, consumer and leisure; and technology, media and telecoms.  After 30 years dedicated to international investing, Advent remains committed to partnering with management teams to deliver sustained revenue and earnings growth for portfolio companies.

For more information, visit adventinternational.com

Media contacts

Chuck Dohrenwend or Dana Gorman
The Abernathy MacGregor Group
+1 212 371 5999
adventinternational@abmac.com

Biotoscana agrees to acquire United Medical to expand presence in Brazil and create a leading regional specialty pharma company in South America

Advent International and Essex Woodlands to finance acquisition

BOGOTÁ and SÃO PAULO, January 13, 2014 – Grupo Biotoscana SL, a pharmaceutical company based in Bogotá, Colombia, and majority owned by Advent International and Essex Woodlands, today announced that it has signed an agreement to acquire United Medical, a group of pharmaceutical companies based in São Paulo, Brazil, to create a leading specialty pharmaceutical company with commercialization capabilities throughout South America. The acquisition will broaden Biotoscana’s portfolio of innovative licensed products as well as its geographic sales and marketing capabilities by expanding into the $28 billion Brazilian pharmaceutical market.

United Medical is focused on the critical care market in Brazil and is partner to several large biotechnology and pharmaceutical companies, including Gilead Sciences Inc. The combined company will focus on critical and specialty care, oncology, hematology, hospital-based products, orphan drugs, pain and gastroenterology, and will have a deep commercial presence in Brazil, Colombia, Argentina, Chile, Peru and Ecuador. Pro forma for the acquisition, the enlarged group will have a sales force of over 225 representatives and revenue of approximately US$200 million.

“The acquisition of United Medical solidifies our position as a pan-Latin American pharmaceutical company focused on commercializing innovative products that serve significant unmet needs,” said Juan Camilo Palacio, Chief Executive Officer of Biotoscana. “United Medical has a strong commercial presence in the Brazilian specialty pharmaceutical market and a complementary product portfolio, which will strengthen our position in the region.”

“We are delighted to be joining forces with Biotoscana in Latin America,” commented Roberto Guttman, Chief Executive Officer of United Medical. “We believe this combination will further strengthen our commitment to patients in Latin America and look forward to working with the Biotoscana management team to advance this mission.”

The Latin American pharmaceutical market is one of the fastest growing markets of its kind in the world. With a combined population of more than 600 million, a rapidly growing middle class and universal health care coverage in most countries, the 2013 pharmaceutical market of nearly US$70 billion is expected to experience double-digit growth over the next decade. Biotoscana seeks to pursue this significant opportunity by broadening its existing commercial portfolio through partnerships with leading pharmaceutical and biotechnology companies for differentiated value-add products in its core therapeutic areas.

The transaction, which is subject to customary closing conditions, including Brazilian antitrust regulatory approval, is expected to close in the first quarter of 2014. Financial terms of the transaction were not disclosed.

Biotoscana was advised on the transaction by Lobo de Rizzo Advogados and Bonn Steichen & Partners.  United Medical was advised by Apeiron Partners LLC (Boston, MA) and Schivartche Advogados (São Paulo, Brazil).

About Advent International

Founded in 1984, Advent International is one of the largest and most experienced global investors dedicated solely to private equity. Since inception, the firm has invested in more than 280 buyout transactions in 39 countries, achieving over 230 full or partial exits. Today, Advent has $31.6 billion in assets under management. The firm focuses on growth and traditional buyout and strategic repositioning transactions across five core sectors, including business and financial services; healthcare; industrial; retail, consumer and leisure; and technology, media and telecoms.

Since entering Latin America in 1996, Advent has invested nearly US$4 billion in 49 companies, including three in Colombia and 16 in Brazil, and realized its positions in 38 of those businesses. In addition to Biotoscana and United Medical, its current Colombian and Brazilian portfolio includes Alianza Fiduciaria, Oleoducto Central S.A. (Ocensa), International Meal Company, Quero-Quero, Dudalina and Terminal de Contêineres de Paranaguá (TCP). Advent’s previous investments in Brazil include Kroton Educacional, Cetip, Paraná Banco, CSU CardSystem and Brasif, now part of Dufry.

For more information, visit adventinternational.com

About Essex Woodlands

With $2.5 billion under management, Essex Woodlands is one of the largest and oldest growth equity and venture capital firms pursuing investments in pharmaceuticals, biotechnology, medical devices, health care services, and health information technology. Since its founding in 1985, Essex Woodlands has maintained its singular commitment to the healthcare industry and has been involved in the founding, investing, and/or management of over 150 healthcare companies ranging across all sectors, stages and geography. The team is comprised of 20 senior investment professionals with offices in Palo Alto, Houston, New York, London and Shanghai.

Forward-Looking Statements

This release includes forward-looking statements concerning a transaction between Biotoscana and United Medical, including expectations with regard to the applicability of predictions to the development and commercialization of future products. Biotoscana, United Medical, Advent International and Essex Woodlands disclaim any obligation to update any forward-looking statement, except as required by applicable law.

Media contacts

Charles Liles
MacDougall Biomedical Communications
+1 781 235 3060
cliles@macbiocom.com

Advent International and Alothon Group to sell Atmosfera, Brazil’s leading industrial laundry company, to European leader Elis

SÃO PAULO, December 23, 2013 – Advent International, the global private equity firm, and Alothon Group, the Brazil-focused private equity firm, today announced the signing of a definitive agreement to sell Atmosfera, the leading industrial laundry company in Brazil, to Elis, the European leader in linen rental and laundry services, sanitary equipment and drinks dispensers. The acquisition will be funded by a combination of debt and equity financing, with Eurazeo, Elis’ majority owner, contributing additional equity to Elis. The transaction is expected to be completed in the first quarter of 2014.

Founded in 1997, Atmosfera specializes in the cleaning and rental of uniforms, mats, mops and linen for the healthcare, hospitality and industrial markets. The company processes 95,000 tons of linen annually from eight plants in São Paulo, Rio de Janeiro, Belo Horizonte and Salvador de Bahia as well as in the state of Santa Catarina. Over 2,800 customers—including hospitals, restaurants, hotels and industrial clients—use Atmosfera’s services. The company employs 3,500 people and expects to generate revenue of approximately 280 million Brazilian réais (US$118 million) in 2013.

Patrice Etlin, a Managing Partner at Advent International, said, “The sale to Elis marks the culmination of our value-creation plan for Atmosfera. During our ownership, the company completed 10 acquisitions, which enabled it to solidify its leadership position in the hospital segment and increase its presence in the industrial and hospitality sectors. It also introduced new products and services and built four new plants with more efficient processes. We believe it is well-positioned for the future and will benefit by being part of a larger international organization.”

Ettore Biagioni, Managing Partner of Alothon, added, “Under the successful joint stewardship of Advent and Alothon over the last couple of years, Atmosfera has solidified its financial position and further strengthened its world-class management team. We believe Atmosfera is now the ideal platform from which Elis can establish its leadership in the Brazilian market. Atmosfera has demonstrated the foresight of investing in the growing outsourcing sector in Brazil.”

Paulo Andrade, CEO of Atmosfera, said, “We appreciate all the resources and support Advent and Alothon have provided to Atmosfera over the years. They have helped to build our company into the market leader we are today. We also welcome our new partnership with Elis as it will enable Atmosfera to join forces with the sector’s European leader and benefit from its experience and know-how. By obtaining human and financial support from Elis, we will strengthen Atmosfera’s position in Brazil and continue our development.”

Xavier Martiré, CEO of Elis, said, “Atmosfera is a terrific company, with unique coverage of the Brazilian market and unparalleled industrial facilities in Latin America. This acquisition marks a turning point in the history of Elis’ international development with a strong foothold in an emerging country that we had been targeting for a long time. Brazil has now become Elis’ second-largest market.”

About Advent International

Founded in 1984, Advent International is one of the largest and most experienced global investors dedicated solely to private equity. Since inception, the firm has invested in more than 280 buyout transactions in 39 countries, achieving over 230 full or partial exits. Today, Advent has $31.6 billion in assets under management. The firm focuses on growth and traditional buyout and strategic repositioning transactions across five core sectors, including business and financial services; healthcare; industrial; retail, consumer and leisure; and technology, media and telecoms.

Since entering Latin America in 1996, Advent has invested nearly US$4 billion in 48 companies, including 15 in Brazil, and fully or partially realized its positions in 38 of those businesses. Its current Brazilian portfolio includes International Meal Company, Quero-Quero, Dudalina and Terminal de Contêineres de Paranaguá (TCP). Advent’s previous investments in Brazil include Kroton Educacional, Cetip, Paraná Banco, CSU CardSystem and Brasif, now part of Dufry.

For more information, visit adventinternational.com

About Alothon

Alothon Group is a value-oriented private equity firm with a focus on middle-market investments in Brazil. The Team has over 15 years of investment experience in Brazil and is actively engaged with management teams to grow businesses through operational value added. The Alothon Team has invested in over 30 companies in the region, including Atmosfera in which it joined Advent International in 2011. Alothon’s focus investment sectors are consumer food and beverages, information technology, media and telecoms, health care, personal care and outsourcing.

For more information, visit www.alothon.com

About Elis

Elis is a service company that leads Continental Europe in the rental and cleaning of work clothing and laundry. It also offers water dispenser, coffee machine and sanitary equipment rental. With 18,000 employees in 10 European countries and Brazil, Elis generated revenue of €1.185 billion in 2012. With more than one hundred years of expertise in the hotel, catering and healthcare markets, Elis now delivers to over 290,000 companies of all sizes and from all sectors through a network of 151 service and production centers, thus ensuring an unmatched proximity with its clients.

For more information, visit www.elis.com/fr

Media contacts

Advent International
US/Global:
The Abernathy MacGregor Group
Chuck Dohrenwend or Dana Gorman
+1 212 371 5999
adventinternational@abmac.com

Brazil:
Medialink
Raul Fagundes Neto
+55 11 9 9268 6367
raul.fagundes@medialink.com.br
Fernando Marchi
+55 19 3385 5478
fernando.marchi@medialink.com.br

Alothon
Matthew D. Haines (media)
+1 212 710 9686
matt.haines@mbsvalue.com

Recommended cash offer by Advent International for all issued and outstanding ordinary shares of UNIT4

Publication of Offer Memorandum – offer period ends 28 February 2014

Transaction highlights:

  • Recommended public offer for all UNIT4 Shares at an offer price of EUR 38.75 (cum dividend) in cash per Share
  • The Management Board and the Supervisory Board of UNIT4 fully support and unanimously recommend the Offer to all Shareholders for acceptance
  • The Central Works Council of UNIT4 has rendered positive advice in respect of the Offer
  • The members of the Management Board have, subject to termination of the conditional agreement between UNIT4 and the Offeror, entered into irrevocable undertakings to tender the Shares which they are expected to hold (together representing 6.55% of the fully diluted share capital of UNIT4) and vote in favour of certain governance resolutions to be proposed at an extraordinary general meeting of Shareholders
  • The Offer Period commences on 23 December 2013 at 09.00 hours, CET, and ends on 28 February 2014 at 17.40 hours, CET, unless extended
  • UNIT4 will convene an extraordinary general meeting of Shareholders to be held on 19 February 2014 at 15.00 hours, CET, during which, among other matters, the Offer will be discussed
  • The Offer shall be subject to satisfaction or waiver of the Offer Conditions as set out in the Offer Memorandum, including an 85% acceptance condition
  • The Offeror is in the process of filing all requests for regulatory approvals

SLIEDRECHT and LONDON, 20 December 2013 – With the publication of the Offer Memorandum today, AI Avocado B.V. (the “Offeror”), a company ultimately indirectly controlled by funds advised and managed by Advent International, L.P. (“Advent”), and UNIT4 N.V. (“UNIT4”) jointly announce that the Offeror is making a recommended cash offer to all holders of issued and outstanding ordinary shares (“Shareholders”), including all ordinary shares which may be issued and/or delivered by UNIT4 at or before settlement of the Offer, in each case with a nominal value of EUR 0.05 each in the capital of UNIT4 (the “Shares”) to acquire their Shares at an offer price of EUR 38.75 (cum dividend) in cash for each Share (the “Offer”).

The Offer

The Offeror is making the Offer on the terms and subject to the conditions and restrictions contained in the Offer Memorandum dated 20 December 2013 (the “Offer Memorandum”). Shareholders tendering their Shares under the Offer will be paid in consideration for each Share validly tendered and transferred (geleverd) an amount in cash of EUR 38.75 (thirty-eight euro and seventy-five euro cents) cum dividend (the “Offer Price”).

The Offer values 100% of the Shares of UNIT4 at EUR 1,172 million. The Offer Price represents a premium of 32.4% to the closing price of 11 October 20131 (the “Reference Date”) and a premium of 54.8% to the average closing share price of the last 12 months prior to that date.

The Offeror confirmed in a press release dated 18 November 2013 that it has sufficient funds available to complete the Offer.

Sale process

Since the initial expressions of interest for a potential takeover bid from several parties during the summer of 2013, a special committee consisting of Mr Philip Houben and Mr Rob Ruijter, both members of the Supervisory Board of UNIT4 (the “Special Committee”), was appointed to engage in discussions with the potential bidders to oversee a structured process and safeguard the interests of all stakeholders of UNIT4.

Following the issuance of a leak press release stating the interest from several parties on 14 October 2013, UNIT4 was approached by additional parties also indicating an interest in a possible takeover. UNIT4 engaged in discussions with some of these interested parties. Consistent with their fiduciary duties, the Management Board and the Supervisory Board of UNIT4 carefully evaluated the expressions of interest in the same way as they had considered the initial approaches and invited additional potential bidders into the process. The process remained competitive until definitive agreement was reached with Advent.

Decision-making and unanimous recommendation from the Management Board and the Supervisory Board

Throughout the entire process, the Special Committee, the Management Board, and the Supervisory Board met on a frequent basis to discuss any developments and key decisions in response thereto. The full Supervisory Board also consulted and held various meetings with its professional advisors, some of which without any members of the Management Board in attendance. The Supervisory Board engaged ABN AMRO to provide independent financial advice and issue a fairness opinion.

The Special Committee remained closely involved at all stages of the process which ultimately led to the Offer. The Special Committee held frequent conference calls and meetings with key external professional advisors and/or members of the Management Board to be updated on the latest developments, monitor the process, discuss the Offer and alternatives thereto as well as the considerations underlying the key decisions and resolutions in connection therewith.

The Supervisory Board and its Special Committee carefully managed any (potential) conflicts of interest at all stages of the process which ultimately led to the Offer, as described in more detail in the Position Statement (as defined below). The Offeror was not permitted to discuss the terms of participation by any members of the Management Board as minority shareholders in the Offeror until UNIT4 and the Offeror had advanced their discussions on the terms of the Merger Protocol.

The Boards have concluded that the Offer is fair to the Shareholders of UNIT4 from a financial point of view and in the best interests of UNIT4 and its stakeholders. The Boards have reached this conclusion after having received extensive legal and financial advice, and having given due and careful consideration to the strategic, financial and social aspects and consequences of the proposed transaction. The Boards have also received fairness opinions, in which ING Bank and ABN AMRO, respectively, have opined that the Offer is fair to the Shareholders of UNIT4 from a financial point of view.

With reference to the above, the Boards fully support and unanimously recommend the Offer to the Shareholders of UNIT4 for acceptance (the “Recommendation”).

Extraordinary general meeting of Shareholders of UNIT4

In accordance with Article 18, paragraph 1 of the Decree, UNIT4 shall convene an extraordinary general meeting (the “EGM”) to discuss the Offer. The EGM shall be held at 15:00 hours on 19 February 2014.

UNIT4 has also agreed with Advent that the Shareholders shall be requested at the EGM to vote, subject to the Offer being declared unconditional (gestanddoening) and effective as per the Settlement Date, on certain resolutions (the “EGM Resolutions”).

UNIT4 expects to make its full year results 2013 available to the Shareholders on its website on 14 February 2014 after close of trading of the Shares on Euronext Amsterdam.

A position statement providing further information to the Shareholders as required pursuant to Article 18, paragraph 2 of the Decree (the “Position Statement”), including the agenda for the EGM (and explanatory notes thereto), is made available by UNIT4 as of today.

Committed Shares

All members of the Management Board, being Mr Chris Ouwinga, Mr Jose Duarte and Mr Edwin van Leeuwen, have, in their capacity as members of the Management Board, entered into irrevocable undertakings in respect of their Shares, subject to the conditional agreement between Advent and UNIT4 not having been terminated, to tender the Shares directly or indirectly held by them and their affiliates (including, for the avoidance of doubt, any Shares to be acquired by them in connection with certain employee equity incentive arrangements) under the Offer in the Offer Period under the same terms are as applicable to all Shareholders and to vote in favour of the EGM Resolutions, in each case subject to the terms and conditions of the Offer Memorandum. The total percentage of Shares which are expected to be subject to the irrevocable undertakings amounts to 6.55% on a fully diluted basis, as described in the Offer Memorandum.

Works Council

UNIT4 and the Offeror are very pleased to announce that UNIT4’s Central Works Council has given positive advice in respect of the Offer and the financing thereof, including the security rights.

The secretariat of the Social Economic Council (Sociaal Economische Raad) has been notified in writing of the Offer in accordance with the Merger Code (SER-besluit Fusiegedragsregels 2000)

Offer Period (aanmeldingstermijn)

The offer period will commence at 09:00 hours, CET, on 23 December 2013 and will expire on 28 February 2013 at 17:40 hours, CET (such date, the “Closing Date” and such period, the “Offer Period”), unless the Offer Period is extended, in which case the Closing Date shall be the date on which the extended Offer Period expires.

Shares tendered on or prior to the Closing Date may not be withdrawn, subject to the right of withdrawal of any tender of Shares during the Offer Period in accordance with the provisions of Article 5b, paragraph 5, Article 15, paragraphs 3 and 8 and Article 15a paragraph 3 of the Decree. In case of extension of the Offer Period, any Shares previously tendered and not withdrawn will remain subject to the Offer.

Acceptance by Shareholders

Shareholders who hold their Shares through an Admitted Institution are requested to make their acceptance known through their custodian, bank or stockbroker no later than 17:40 hours, CET, on the Closing Date, unless the Offer Period is extended in accordance with Section 5.7 of the Offer Memorandum. The custodian, bank or stockbroker may set an earlier deadline for communication by Shareholders in order to permit the custodian, bank or stockbroker to communicate its acceptances to Rabobank International (the “Paying and Exchange Agent”) in a timely manner.

Admitted Institutions may tender Shares for acceptance only to the Paying and Exchange Agent and only in writing. In submitting the acceptance, Admitted Institutions are required to declare that (i) they have the Tendered Shares in their administration, (ii) each Shareholder who accepts the Offer irrevocably represents and warrants that the Tendered Shares are being tendered in compliance with the restrictions set out in Sections 2 (Restrictions) and 3 (Important Information) of the Offer Memorandum and (iii) they undertake to transfer these Tendered Shares to the Offeror prior to or ultimately on the Settlement Date, provided that the Offer has been declared unconditional (gestand is gedaan).

Declaring the Offer unconditional (gestanddoening)

The Offer will be subject to the satisfaction of the offer conditions set out in Section 6.7(a) (Offer Conditions) of the Offer Memorandum (the “Offer Conditions”). The Offer Conditions may be waived, to the extent permitted by law or by agreement, as set out in Section 6.7(b) (Waiver) of the Offer Memorandum.

No later than on the third (3rd) Business Day following the Closing Date, such date being the “Unconditional Date”, the Offeror will determine whether the Offer Conditions have been satisfied or are to be waived. In addition, the Offeror will announce on such date, in accordance with Article 16 of the Decree whether (i) the Offer has been declared unconditional, (ii) the Offer will be extended in accordance with Article 15 of the Decree or (iii) the Offer is terminated, as a result of the Offer Conditions not having been satisfied or waived in accordance with Sections 6.7(b) (Waiver) and 6.7(c) (Satisfaction) of the Offer Memorandum.

Extension

If one or more of the Offer Conditions is not satisfied by the Closing Date or waived in accordance with Section 6.7(b) (Waiver) of the Offer Memorandum, the Offeror may, in accordance with Article 15, paragraph 1 and paragraph 2 of the Decree, extend the Offer Period at its discretion for a minimum period of two (2) weeks and a maximum period of ten (10) weeks in order to have such Offer Conditions satisfied or waived. If so requested in writing by the One-Tier Board, the Offeror must extend the Offer Period for a period of two (2) weeks, except in the event of a Competing Offer or an Other Relevant Offer being made.

Extension of the Offer Period may in any event occur once (extension for more than one period is subject to clearance of the AFM, which will only be given in exceptional circumstances). In case of such extension all references in the Offer Memorandum to 17:40 hours, CET, on the Closing Date shall, unless the context requires otherwise, be changed to the latest date and time to which the Offer Period has been so extended.

If the Offer Period is extended, so that the obligation pursuant to Article 16 of the Decree to announce whether the Offer is declared unconditional is postponed, a public announcement to that effect will be made ultimately on the third (3rd) Business Day following the Closing Date in accordance with the provisions of Article 15, paragraph 1 and paragraph 2 of the Decree. If the Offeror extends the Offer Period, the Offer will expire on the latest time and date to which the Offeror extends the Offer Period.

During an extension of the Offer Period, any Shares previously tendered and not withdrawn will remain subject to the Offer, subject to the right of each Shareholder to withdraw the Shares he or she has already tendered in accordance with Article 15, paragraph 3 of the Decree and subject to any withdrawal rights available pursuant to Article 5b, paragraph 5, Article 15, paragraph 8 and Article 15a, paragraph 3 of the Decree.

Post-Closing Acceptance Period (na-aanmeldingstermijn)

In the event that the Offeror announces that the Offer is declared unconditional (gestand wordt gedaan), the Offeror shall, in accordance with Article 17 of the Decree, within three (3) Business Days after declaring the Offer unconditional, publicly announce a Post-Closing Acceptance Period (na-aanmeldingstermijn) of maximum two (2) weeks to enable Shareholders who did not tender their Shares during the Offer Period to tender their Shares under the same terms and conditions as the Offer.

Settlement

In the event that the Offeror announces that the Offer is declared unconditional (gestand wordt gedaan), Shareholders who have tendered and transferred (geleverd) their Shares for acceptance pursuant to the Offer on or prior to the Closing Date will receive within eight (8) Business Days following the Unconditional Date the Offer Price in respect of each Tendered Share (the “Settlement Date”), at which point dissolution or annulment of a Shareholder’s tender or transfer (levering) shall not be permitted.

Governance of UNIT4 post-completion of the Offer

On 24 September 2013, the general meeting of shareholders of UNIT4 resolved to change, with effect from 1 January 2014, the governance structure of UNIT4 and install a One-Tier Board including both executive and non-executive members as a replacement for the Management Board and the Supervisory Board.

Immediately following the Settlement Date, the One-Tier Board will consist of the following nine (9) members: (i) Mr Léo Apotheker, Mr Bret Bolin, Mr Fred Wakeman, Mr John Woyton and Mr Bram Grimmelt as non-executive directors; (ii) Mr Jose Duarte as chief executive officer and executive director and Mr Edwin van Leeuwen as executive director; (iii) Mr Chris Ouwinga as non-executive director and chairman of the One-Tier Board; and (iv) Mr Frank Rövekamp as the Independent Non-Executive. Until the later of four (4) years after the Closing Date and the moment that there are no longer any minority shareholders, one member of the One-Tier Board will be an Independent Non-Executive. Such Independent Non-Executive can only be appointed and dismissed by the general meeting of shareholders upon nomination of the One-Tier Board. The resolution of the One-Tier Board to make a nomination for the appointment of the Independent Non-Executive requires in any event the vote in favour of such nomination by the Independent Non-Executive, except in the event that it concerns his own re-appointment.

Immediately following the Settlement Date, the members of the Management Team shall remain in their current roles in the management of the UNIT4 Group with Mr Jose Duarte as chief executive officer.

Liquidity, delisting and post-closing restructuring measures

The purchase of Shares by the Offeror pursuant to the Offer, among other things, will reduce the number of Shareholders and the number of Shares that might otherwise trade publicly.

In the event that the Offeror acquires 95% or more of the Shares, the Offeror intends to take steps to terminate the listing of the Shares on Euronext Amsterdam as soon as possible. This may further adversely affect the liquidity and market value of any listed Shares not tendered.

Depending on the number of Shares obtained by the Offeror under the Offer, the Offeror intends to initiate a squeeze-out procedure in order to acquire all Shares by the minority Shareholders (subject to the Offeror obtaining 95% or more of the Shares). If, after expiration of the post-closing acceptance period, the Offeror holds less than 95% of the Shares, the Offeror is likely to effect, or cause to effect, certain other post-closing restructuring measures, including and most likely a (triangular) legal merger and/or entering into an asset sale transaction, for the purpose of achieving an optimal operational, legal, financial and/or fiscal structure. UNIT4, or in the event of a (triangular) legal merger UNIT4’s successor, will be subsequently liquidated and liquidation distributions, which are subject to tax, will be made to its minority shareholders (in the form of cash) and to the Offeror (in the form of a loan note), all as further described in the Offer Memorandum. In effectuating any post-closing restructuring measure, due consideration will be given to the interests of minority shareholders of UNIT4.

Announcements

Any further announcements in relation to the Offer will be issued by press release. Subject to any applicable requirements of the applicable rules and without limiting the manner in which the Offeror may choose to make any public announcement, the Offeror will have no obligation to communicate any public announcement other than as described above.

Offer Memorandum, Position Statement and further information

The Offeror is making the Offer on the terms and subject to the conditions and restrictions contained in the Offer Memorandum, dated 20 December 2013, which is available as of today. In addition, as of today, UNIT4 makes available the Position Statement, containing the information required by Article 18, paragraph 2 and Annex G of the Decree in connection with the Offer.

This announcement contains selected, condensed information regarding the Offer and does not replace the Offer Memorandum and/or the Position Statement. The information in this announcement is not complete and additional information is contained in the Offer Memorandum and the Position Statement.

Shareholders are advised to review the Offer Memorandum and the Position Statement in detail and to seek independent advice where appropriate in order to reach a reasoned judgment in respect of the Offer and the content of the Offer Memorandum and the Position Statement. In addition, Shareholders may wish to consult with their tax advisors regarding the tax consequences of tendering their Shares under the Offer.

Digital copies of the Offer Memorandum will be available on the websites of UNIT4 (www.unit4.com) and Advent (adventinternational.com). Copies of the Offer Memorandum are also available free of charge at the offices of UNIT4 and the Paying and Exchange Agent at the addresses mentioned below. The UNIT4 and Advent websites do not constitute a part of, and are not incorporated by reference into, the Offer Memorandum. Digital copies of the Position Statement will be available on the website of UNIT4 (www.unit4.com).

UNIT4
UNIT4 N.V.
Stationspark 1000
3364 DA Sliedrecht
The Netherlands

The Offeror
AI Avocado B.V.
Naritaweg 165
1043 BW Amsterdam
The Netherlands

The Paying and Exchange Agent
Rabobank International
Croeselaan 18
P.O. Box 17100
3500 HG Utrecht
The Netherlands
Tel: +31 (0)30 712 3785
Fax: +31 (0)30 712 3474
Email: prospectus@rabobank.com

Advisors

ING Corporate Finance and Oppenheimer Europe are acting as financial advisors to UNIT4. ABN AMRO is acting as independent financial advisor to the Supervisory Board of UNIT4. Goldman Sachs International is acting as financial advisor to Advent.

De Brauw Blackstone Westbroek is acting as legal advisor to UNIT4. Allen & Overy is acting as legal advisor to Advent.

Marlborough Partners is acting as debt advisor, Deloitte as accounting & tax advisor, and Bain & Co as commercial advisor to Advent.

Citigate First Financial is acting as communications advisor to UNIT4, and FTI Consulting is acting as communications advisor to Advent.

Restrictions

The Offer is being made in and from The Netherlands with due observance of the statements, conditions and restrictions included in the Offer Memorandum. The Offeror reserves the right to accept any tender under the Offer, which is made by or on behalf of a Shareholder, even if it has not been made in the manner set out in the Offer Memorandum.

The distribution of the Offer Memorandum and/or the making of the Offer in jurisdictions other than The Netherlands may be restricted and/or prohibited by law. The Offer is not being made, and the Shares will not be accepted for purchase from or on behalf of any Shareholder, in any jurisdiction in which the making of the Offer or acceptance thereof would not be in compliance with the securities or other laws or regulations of such jurisdiction or would require any registration, approval or filing with any regulatory authority not expressly contemplated by the terms of the Offer Memorandum. Persons obtaining the Offer Memorandum are required to take due note and observe all such restrictions and obtain any necessary authorisations, approvals or consents (to the extent applicable). Outside of The Netherlands, no actions have been taken (nor will actions be taken) to make the Offer possible in any jurisdiction where such actions would be required. In addition, the Offer Memorandum has not been filed with or recognised by the authorities of any jurisdiction other than The Netherlands. Neither the Offeror, nor UNIT4, nor any of their advisors accept any liability for any violation by any person of any such restriction. Any person (including, without limitation, custodians, nominees and trustees) who forwards or intends to forward the Offer Memorandum or any related document to any jurisdiction outside The Netherlands should carefully read Section 2 (Restrictions) and Section 3 (Important Information) of the Offer Memorandum before taking any action. The release, publication or distribution of the Offer Memorandum and any documentation regarding the Offer or the making of the Offer in jurisdictions other than The Netherlands may be restricted by law and therefore persons into whose possession the Offer Memorandum comes should inform themselves about and observe such restrictions. Any failure to comply with any such restriction may constitute a violation of the law of any such jurisdiction.

United States of America

The Offer is being made for the securities of a Dutch company and is subject to Dutch disclosure requirements, which differ from those of the United States. The financial information of UNIT4 included or referred to herein has been prepared in accordance with International Financial Reporting Standards issued by the International Accounting Standards Board, as adopted by the European Commission for use in the European Union and, accordingly, may not be comparable to financial information of U.S. companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the United States. The Offer will be made in the United States pursuant an exemption from the U.S. tender offer rules provided by Rule14d-1(c) under the U.S. Securities Exchange Act of 1934, as amended (the “U.S. Exchange Act”), and otherwise in accordance with the applicable regulatory requirements in The Netherlands. Accordingly, the Offer will be subject to disclosure and other procedural requirements, including with respect to withdrawal rights, offer timetable, settlement procedures and timing of payments that are different from those applicable under U.S. domestic tender offer procedures and law.

The receipt of cash pursuant to the Offer by a U.S. holder of Shares will be a taxable transaction for U.S. federal income tax purposes and may be a taxable transaction under applicable state and local, as well as foreign and other tax laws. Each holder of Shares is urged to consult its independent professional advisor immediately regarding the tax consequences of acceptance of the Offer.

It may be difficult for U.S. holders of Shares to enforce their rights and claims arising out of the U.S. federal securities laws, since the Offeror and UNIT4 are located in a country other than the United States, and some or all of their officers and directors may be residents of a country other than the United States. U.S. holders of Shares may not be able to sue a non-U.S. company or its officers or directors in a non-U.S. court for violations of the U.S. securities laws. Further, it may be difficult to compel a non-U.S. company and its affiliates to subject themselves to a U.S. court’s judgment.

In accordance with standard Dutch practice and pursuant to Rule 14e-5(b) of the U.S. Exchange Act, the Offeror or its nominees, or its brokers (acting as agents), or affiliates of the Offeror’s financial advisors, may from time to time make certain purchases of, or arrangements to purchase, Shares outside of the United States, other than pursuant to the Offer, before or during the period in which the Offer remains open for acceptance. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. To the extent required in The Netherlands, any information about such purchases will be announced by press release in accordance with Article 13 of the Decree and posted on the website of Advent at adventinternational.com.

Canada and Japan

The Offer and any solicitation in respect thereof is not being made, directly or indirectly, in or into Canada or Japan, or by use of the mails, or by any means or instrumentality of interstate or foreign commerce, or any facilities of a national securities exchange, of Canada or Japan. This includes, but is not limited to, post, facsimile transmission, telex or any other electronic form of transmission and telephone. Accordingly, copies of the Offer Memorandum and any related press announcements, acceptance forms and other documents are not being sent and must not be mailed or otherwise distributed or sent in, into or from Canada or Japan or, in their capacities as such, to custodians, nominees or trustees holding Shares for persons residing in Canada or Japan. Persons receiving the Offer Memorandum and/or such other documents must not distribute or send them in, into or from Canada or Japan, or use such mails or any such means, instrumentality or facilities for any purpose in connection with the Offer; so doing will invalidate any purported acceptance of the Offer. The Offeror will not accept any tender by any such use, means, instrumentality or facility from within Canada or Japan.

Tender and transfer of Shares constitute a representation and warranty that the person tendering the Shares (a) has not received or sent copies of the Offer Memorandum or any related documents in, into or from Canada or Japan and (b) has not otherwise utilised in connection with the Offer, directly or indirectly, the mails or any means or instrumentality including, without limitation, facsimile transmission, telex and telephone of interstate or foreign commerce, or any facility of a national securities exchange of, Canada or Japan. The Offeror reserves the right to refuse to accept any purported acceptance that does not comply with the foregoing restrictions, and any such purported acceptance will be null, void and without effect.

Forward-looking statements

The Offer Memorandum includes “forward-looking statements”, including statements about the expected timing and completion of the Offer. Forward-looking statements involve known or unknown risks and uncertainties because they relate to events and depend on circumstances that all occur in the future. Generally, words such as may, should, aim, will, expect, intend, estimate, anticipate, believe, plan, seek, continue or similar expressions identify forward-looking statements. Although the Offeror, Advent and UNIT4, each with respect to the statements it has provided, believe that the expectations reflected in such forward-looking statements are based on reasonable assumptions, no assurance can be given that such statements will be fulfilled or prove to be correct, and no representations are made as to the future accuracy and completeness of such statements. The forward-looking statements involve unknown risks, uncertainties and other factors, many of which are outside the control of the Offeror, Advent and UNIT4, and are difficult to predict.

These forward-looking statements are not guarantees of future performance. Any such forward-looking statements must be considered together with the fact that actual events or results may vary materially from such forward-looking statements due to, among other things, political, economic or legal changes in the markets and environments in which the Offeror, Advent and/or UNIT4 does business, to competitive developments or risks inherent to the business plans of the Offeror, Advent or UNIT4, and to uncertainties, risk and volatility in financial markets and other factors affecting the Offeror, Advent and/or UNIT4.

The Offeror, Advent and UNIT4 undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by applicable laws and regulations or by any appropriate regulatory authority.

1 Last closing price prior to the announcement of preliminary interest in UNIT4 on Monday 14 October 2013

About UNIT4

UNIT4 is a global cloud-focused business software company aimed at helping dynamic public sector and commercial services organizations to embrace change simply, quickly and cost effectively in a market sector it calls ‘Businesses Living IN Change’ (BLINC)™. UNIT4 incorporates a number of the world’s leading change embracing software brands including Agresso, the flagship ERP suite for mid-sized services intensive organizations; Coda, the best-of-class financial management software; and FinancialForce.com, the cloud applications company formed with investment from Salesforce.com.

With operations in 26 countries across Europe, North America, Asia Pacific and Africa and sales activities in several other countries, UNIT4’s revenue was EUR 469.8 million in 2012.

UNIT4 is headquartered in Sliedrecht, the Netherlands and has over 4,300 employees. It is listed on Euronext Amsterdam and is included in the Amsterdam Midcap Index (AMX).

For more information, visit www.unit4.com

About Advent

Founded in 1984, Advent International is one of the largest and most experienced global investors dedicated solely to private equity. Since inception, the firm has invested in more than 280 buyout transactions in 36 countries and today has €24.3 billion in assets under management. With offices on four continents, Advent has established a globally integrated team of over 170 investment professionals across Europe, North America, Latin America and Asia. The firm focuses on growth and traditional buyout and strategic repositioning transactions across five core sectors, including technology, media and telecoms; business and financial services; healthcare; industrial; and retail, consumer and leisure. After 29 years dedicated to international investing, Advent remains committed to partnering with management teams to deliver sustained revenue and earnings growth in its portfolio companies.

For more information, visit adventinternational.com

Media contacts

UNIT4 N.V.
Tel: +31 (0)184 444444
Chris Ouwinga, co-CEO
chris.ouwinga@unit4.com
José Duarte, co-CEO
jose.duarte@unit4.com
Edwin van Leeuwen, CFO
edwin.van.leeuwen@unit4.com

Advent International
FTI Consulting
Fergus Wheeler
Tel: +44 (0) 7710 128 347
fergus.wheeler@fticonsulting.com
Louisa Feltes
Tel: + 44 (0) 7843 385 075
louisa.feltes@fticonsulting.com

Intended offer by Advent International for UNIT4

SLIEDRECHT and LONDON, December 16, 2013 – Reference is made to the joint press release by AI Avocado B.V. (the “Offeror”), a newly incorporated wholly owned subsidiary of funds managed by Advent International, L.P. (“Advent”), and UNIT4 N.V. (“UNIT4″) dated 18 November 2013 in respect of the intended public offer for all issued and outstanding ordinary shares in the capital of UNIT4 N.V. at an offer price of EUR 38.75 (cum dividend) in cash per issued and outstanding ordinary share (the “Offer”).

Pursuant to the provisions of Section 7, paragraph 1 sub a of the Dutch Decree on Public Takeover Bids (Besluit openbare biedingen Wft) requiring a public announcement within four weeks following the announcement of an intended public offer to provide a status update, the Offeror and UNIT4 provide the following joint update.

The Offeror and UNIT4 confirm that the companies are making good progress on the preparations for the Offer. The Offeror has submitted a request for review and approval of its offer memorandum with the Netherlands Authority for the Financial Markets (Stichting Autoriteit Financiële Markten). The Offeror will publicly announce the availability of the offer memorandum and commencement of the offer period. The Offeror expects to publish the offer memorandum before the end of the year.

Further information

The information in this press release is not intended to be complete. For further information explicit reference is made to the offer memorandum, which is expected to be published before the end of December 2013. The offer memorandum will contain further details regarding the Offer.

About UNIT4www.unit4.com

UNIT4 is a global cloud-focused business software company aimed at helping dynamic public sector and commercial services organizations to embrace change simply, quickly and cost effectively in a market sector it calls ‘Businesses Living IN Change’ (BLINC)™. UNIT4 incorporates a number of the world’s leading change embracing software brands including Agresso, the flagship ERP suite for mid-sized services intensive organizations; Coda, the best-of-class financial management software; and FinancialForce.com, the cloud applications company formed with investment from Salesforce.com.

With operations in 26 countries across Europe, North America, Asia Pacific and Africa and sales activities in several other countries, UNIT4’s revenue was EUR 469.8 million in 2012.

UNIT4 is headquartered in Sliedrecht, the Netherlands and has over 4,300 employees. It is listed on Euronext Amsterdam and is included in the Amsterdam Midcap Index (AMX).

About Adventadventinternational.com

Founded in 1984, Advent is one of the largest and most experienced global investors dedicated solely to private equity. Since the inception, the firm has invested in more than 280 buyout transactions in 36 countries and today has EUR 24.3 billion in assets under management. With offices on four continents, Advent has established a globally integrated team of over 170 investment professionals across Europe, North America, Latin America and Asia. The firm focuses on growth and traditional buyout and strategic repositioning transactions across five core sectors, including technology, media and telecoms; business and financial services; healthcare; industrial; and retail consumer and leisure. After 29 years dedicated to international investing, Advent remains committed to partnering with management teams to deliver sustained revenue and earnings growth in its portfolio companies.

General restrictions

This announcement is for information purposes only and does not constitute an offer or an invitation to acquire or dispose of any securities or investment advice or an inducement to enter into investment activity. This announcement does not constitute an offer to sell or issue or the solicitation of an offer to buy or acquire the securities of UNIT4 in any jurisdiction.

The distribution of this press release may, in some countries, be restricted by law or regulation. Accordingly, persons who come into possession of this document should inform themselves of and observe these restrictions. To the fullest extent permitted by applicable law, Advent and UNIT4 disclaim any responsibility or liability for the violation of any such restrictions by any person. Any failure to comply with these restrictions may constitute a violation of the securities laws of that jurisdiction. Neither Advent, nor UNIT4, nor any of their respective advisors assumes any responsibility for any violation by any person of any of these restrictions. Any UNIT4 shareholder who is in any doubt as to his position should consult an appropriate professional advisor without delay. This announcement is not to be published or distributed in or to Canada and Japan.

Forward-looking statements

This press release may include “forward-looking statements” and language indicating trends, such as “anticipated” and “expected.” Although Advent and UNIT4 believe that the assumptions upon which their respective financial information and their respective forward-looking statements are based are reasonable, they can give no assurance that these assumptions will prove to be correct. Neither Advent nor UNIT4, nor any of their advisors accepts any responsibility for any financial information contained in this press release relating to the business or operations or results or financial condition of the other or their respective groups.

Media contacts

UNIT4 N.V.
Chris Ouwinga, co-CEO
chris.ouwinga@unit4.com
Tel: +31 (0) 1844 44444

José Duarte, co-CEO
Jose.duarte@unit4.com

Edwin van Leeuwen, CFO
 edwin.van.leeuwen@unit4.com

Advent Media Relations

Fergus Wheeler / Louisa Feltes

Tel: +44 (0) 7710 128 347 / +44 (0) 7843 385 075 Switchboard: +44 (0) 2078 313 113

fergus.wheeler@fticonsulting.com
louisa.feltes@fticonsulting.com   

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