NOTE: The Swedish version of this press release takes precedence over any other representation, should any differences be found.
The Board of Directors of Ranplan Group AB unanimously recommend shareholders not to accept the public cash offer extended by Per Lindberg BidCo AB on 15 January 2024.
Background
Ranplan Group AB (“Ranplan” or “the Company”) made public on 18 December 2023 that Per Lindberg (“Lindberg”) has increased his shareholding in Ranplan to 25 818 738 shares, equivalent to 54.8% of the total number of outstanding shares, and that he thereby passed the mandatory bid threshold. Lindberg has since acquired additional shares, making his total shareholding equivalent to 78.3% of the total number of outstanding shares at the time the Bid was made public.
On 14 January 2024, the Swedish Security Council (Aktiemarknadsnämnden) ruled that Per Lindberg could proceed to make the mandatory bid through a wholly owned company. On the back of that ruling Per Lindberg, through his wholly owned company Per Lindberg BidCo AB (“the Bidder”) on 15 January 2024 announced a public cash offer to shareholders in the Company to acquire all outstanding shares (“the Offer”).
The shares in Ranplan are listed on Nasdaq First North Growth Market. The Offer encompasses 7 521 775 shares, not included are (i) the 36 903 624 shares already owned by Per Lindberg, or (ii) the 2 692 843 shares owned by shareholders outside the EES, who have agreed in writing not to participate in the Offer.
According to the Takeover Rules for regulated markets and for certain trading platforms, published by The Stock Market Self-Regulation Committee (ASK) on 1 January 2024 (“the Takeover Rules”) the Board has to make public, no later than two weeks prior to the end of the acceptance period, its view on the Offer and the reasons for it. Furthermore, since Per Lindberg is the Chief Executive Officer of Ranplan he is considered a Senior Executive and hence section IV in the Takeover Rules apply.
Summary of the Offer
- The Bidder offers 1.20 SEK in cash for each share in Ranplan.
- The offered compensation represents a discount of approximately 5.5% compared to the close for Ranplan’s share on Nasdaq First North Growth Market of approximately 1.27 SEK on 15 January 2024, the last day of trading before the Offer was made public.
- The offered compensation represents a premium of approximately 12.6% compared to the volume-weighted average price for Ranplan’s share of approximately 1.07 SEK during the 20 days prior to and including 15 January 2024.
- Compared to the closing price of 1.05 SEK per share in Ranplan on 14 December 2023, the last day of trading before the mandatory bid requirement was announced, the Offer represents a premium of approximately 14%.
- The Offer has been extended by Per Lindberg BidCo AB, organizational number 559465-8204.
- The Offer Document was made available by the Bidder on 19 January 2024.
- The Acceptance Period ends 19 March 2024.
The Board of Directors and Fairness Opinion
In accordance with the Takeover Rules Lindberg has not participated in Ranplan’s handling of, evaluation or decisions regarding the Offer. All Board Members are considered independent with regard to the Bidder and the formation of an independent bid committee has therefore not been necessary. The Bid has been evaluated by all members of the Board of Directors who stand by its recommendation.
The Board has engaged the law firm DLA Piper Sweden KB as its legal advisor in conjunction with the Offer. The Board has also obtained an independent valuation assessment (a so-called Fairness Opinion) from Svalner Skatt & Transaktion (“Svalner”). In accordance with the Takeover Rules (see IV.3) that opinion is appended hereto. Svalner receives a fixed remuneration for the Fairness Opinion, which is not dependent on the Offer price, the level of participation in the Offer nor whether it is completed.
Impact on the Company and its Employees
According to the Takeover Rules (see II.19) the Board shall, based on the Bidder’s publicised statements in the Offer and the Offer Document, present its opinion on the impact the implementation of the Offer will have on Ranplan and its employees, in particular when it comes to the effect of the Bidder’s strategic plans on employment and the locations where the Company conducts its operations.
The Bidder has in the Offer Document, which was made available 19 January 2024, thereby expressed (translated from Swedish):
"Neither Per Lindberg nor the Bidder plans at the time of this Offer Document to subsequently act to implement substantial changes to the operation of the Company, nor are there any plans at this point to introduce changes regarding the Company’s management or other employees, including terms of employment.”
The Board presupposes that this is a correct description and has in this respect no reason to have an alternate opinion on the impact of the Offer.
The Board’s Evaluation and Recommendation
The Board’s opinion on the Offer is based on an assessment of a number of factors that have been regarded as relevant to the evaluation of the Offer. These factors include, but are not limited to, the price of shares in Ranplan, the Company’s strategic and financial position and expected future development and long-term value creation, including opportunities and risks associated with this as well as the Company’s intellectual property.
As part of the evaluation of the Offer the Board has used methods commonly used for evaluating bids on listed companies, thereof Ranplan’s evaluation in relation to comparable listed companies and comparable transactions as well as past bid premiums in public cash offers, the Company’s share price and the Board’s view on Ranplan’s ability to deliver long-term value to shareholders. Furthermore, the Board has considered the independent valuation from Svalner, according to which and based on the conditions and reservations stated, the Offer is not fair from a financial viewpoint, for Ranplan’s shareholders. The Board also notes that the Bidder has expressed that the Offer has been extended because of the mandatory bid requirement, resulting from Lindberg on 18 December having acquired 16 680 000 shares in Ranplan through subscription in an issue, thus exceeding the threshold for a mandatory bid requirement as well as the statement made by the Bidder that the Offer is not motivated by any ambition to acquire the Company.
Taking above factors into consideration it is the Board’s view that the Offer does not reflect the long-term potential nor the underlying value of Ranplan and thus unanimously recommends shareholders not to accept the Offer.
