Statement by the Bid Committee of Jeeves
The independent Bid Committee of the Board of Directors of Jeeves Information Systems AB (publ) unanimously recommends the shareholders and warrant holders to accept the public takeover offer made by BV Acquisitions AB
This statement is made by the independent Bid Committee of the Board of Directors (the "Committee") of Jeeves Information Systems AB (publ) (“Jeeves” or the “Company”) pursuant to section II.19 of the rules concerning takeover bids on the stock market adopted by NASDAQ OMX Stockholm (the “Takeover Rules”).
BV Acquisitions AB, a company controlled by Battery Ventures IX (AIV II), L.P. (“Battery”) has today, through a press release, announced a public offer to the shareholders and warrant holders of Jeeves to transfer all of their shares and warrants in Jeeves to BV Acquisitions AB for a consideration of SEK 83 in cash per share and SEK 13 in cash per warrant in Jeeves (the “Offer”).
The total value of the Offer amounts to approximately SEK 237 million. Compared to the last closing price of SEK 55 per share on NASDAQ OMX Stockholm on 23 March 2012, being the last trading day prior to announcement of the Offer, the Offer represents a premium of approximately 51 percent. Compared to Jeeves’ volume weighted average share price on NASDAQ OMX Stockholm during last 30 trading days up to and including 23 March 2012 the Offer represents a premium of approximately 51 percent and Compared to Jeeves’ volume weighted average share price on NASDAQ OMX Stockholm during last 90 trading days up to and including 23 March 2012 the Offer represents a premium of approximately 65 percent.
The acceptance period for the Offer is expected to run from and including 16 April 2012 to and including 7 May 2012. The Offer is conditional upon e.g. that the Offer being accepted to such extent that BV Acquisitions AB becomes the owner of shares representing more than 90 percent of the total number of shares in Jeeves on a fully diluted basis.
The Committee has, upon request by Battery, allowed Battery to conduct a limited confirmatory due diligence investigation in connection with the preparations for the Offer and Battery has in connection therewith also met with Jeeves’ management. Battery has in connection with the due diligence been provided with internal preliminary high level balance sheet as per 29 February 2012 and profit and loss statement covering January and February 2012, see attachment to this press release for summary. Battery has also been informed that forecasted license revenue Q1 2012 is in line with Q1 2011. Neither Battery nor BV Acquisitions AB have received any non-public price-sensitive information in connection with the due diligence investigation in addition to the above.
Thomas Wernhoff, Stig-Olof Simonsson and Bengt-Åke Älgevik, together representing approximately 40 percent of the total number of outstanding shares and votes in the Company, have irrevocably undertaken to accept the Offer. These undertakings are conditional upon that no other party announces a competing offer at a price which is at least 10 percent higher per share than the price under the Offer, which BV Acquisitions decides not to match (i.e. offer a price that at least corresponds to the price in the competing offer) within ten business days.
For further information regarding the Offer, please refer to BV Acquisitions AB’s press release which was made public today.
As part of the Committee’s evaluation of the Offer, and in accordance with sections II.19 and III.3 of the Takeover Rules, the Committee has engaged IDC Nordic to issue a fairness opinion regarding the Offer. In the fairness opinion, IDC Nordic states that the Offer is deemed fair from a financial point of view for the shareholders and warrant holders of the Company. IDC Nordic’s fairness opinion is attached to this press release.
Effects of the Offer on the Company’s employees etc.
Under the Takeover Rules, the Committee shall, based on what BV Acquisitions AB has expressed in its announcement of the Offer, present its views on the impact the completion of the Offer may have on Jeeves, especially employment, and its views on BV Acquisitions AB’s strategic plans for Jeeves and the impact these could be expected to have on employment and on Jeeves’ business locations. Based on what BV Acquisitions AB has expressed in its Offer announcement, the Committee does not foresee any material changes to the employment and operations on sites where Jeeves currently conducts business, due to the completion of the Offer.
The Committee’s Recommendation
The Committee’s opinion of the Offer is based on a joint assessment of a number of factors that the Committee has considered relevant in relation to the evaluation of the Offer. These factors include, but are not limited to, the Company’s present position, the traded share volume, the expected future development of the Company and thereto related possibilities and risks.
The Committee has noted that the price in the Offer represents a premium of approximately 51 percent compared to the closing price of Jeeves’ shares on NASDAQ OMX Stockholm of SEK 55 on 23 March 2012, being the last trading day prior to announcement of the Offer. Compared to Jeeves’ volume weighted average share price on NASDAQ OMX Stockholm during last 30 trading days up to and including 23 March 2012 the Offer represents a premium of approximately 51 percent and Compared to Jeeves’ volume weighted average share price on NASDAQ OMX Stockholm during last 90 trading days up to and including 23 March 2012 the Offer represents a premium of approximately 65 percent.
Based on the above, the Committee unanimously recommends Jeeves’ shareholders and warrant holders to accept BV Acquisitions AB’s Offer of SEK 83 in cash per share and SEK 13 in cash per warrant in the Company.
This statement shall in all aspects be governed by and interpreted in accordance with Swedish law. Any disputes relating to or arising in connection with this statement shall be settled exclusively by Swedish courts.
Stockholm, 26 March 2012
Jeeves Information Systems AB (publ)
The Bid Committee
Hannes Snellman Attorneys is legal adviser to Jeeves.
For additional information, please contact:
Anders Ingeström, Non-executive Director of the Board and Chairman of the independent Bid Committee in Jeeves, +46 70 180 08 00
Jeeves develops ERP systems for small and midsized companies. Every day, Jeeves’ ERP solutions; Jeeves Universal, Jeeves Selected and Garp, are used by more than 4 000 companies in over 40 countries. The ERP systems are user friendly, easily customizable, and at the same time optimal for continuous improvement of business support. Jeeves’ head office is located in Stockholm, Sweden and the company is listed on NASDAQ OMX Stockholm (Small Cap) since 1999. For more information, please visit www.jeeves.se.
The information in this press release shall be published by Jeeves in accordance with the Swedish Stock Market (Takeover Bids) Act (2006:451) and the Swedish Securities Market Act (2007:528). The information was handed in for publication on 26 March 2012 at 8:35.
 At a Board meeting on 1 December, 2011, the Board of Directors decided to establish an independent bid committee, consisting of Anders Ingeström, Assar Bolin and Ann Jönsson-Lindström to evaluate the offer presented by Battery and handle all matters related to the offer.
 A newly formed company under name change from Goldcup 7573 AB to BV Acquisitions AB.
 The offer price for each warrant represents the difference between the offer price for each share and the strike price of the warrants being SEK 70.
 According to information in BV Acquisitions AB’s Offer announcement.
 As a consequence of these undertakings, Thomas Wernhoff, Stig-Olof Simonsson and Bengt-Åke Älgevik have not participated in Jeeves’ Board of Directors handling of any matters relating to the Offer.