Carnegie

Corporate Finance – 21 Feb 2019

Carnegie advises THQ Nordic in SEK 2.1 billion directed new share issue

THQ Nordic AB (publ) today announced that the company has completed a directed new share issue of 11,000,000 shares. The subscription price was SEK 190 per share, thus raising proceeds of approximately SEK 2,090 million, before transaction related expenses. The subscription price in the issue has been determined through an accelerated bookbuilding procedure.

The company intends to use the proceeds from the directed new share issue to finance new acquisitions of franchises, game development studios or other assets which complement the operations, and to enable a higher rate of investment in the development of the company.

About THQ Nordic

THQ Nordic acquires, develops and publishes PC and console games for the global games market. The company has an extensive catalogue of over 100 owned franchises, such as Saints Row, Goat Simulator, Dead Island, Darksiders, Metro (exclusive license), Titan Quest, MX vs ATV, Kingdoms of Amalur, Time Splitters, Delta Force, Alone in the Dark, Wreckfest amongst others. THQ Nordic has a global presence, with its group head office located in Karlstad, Sweden and with three divisions; Deep Silver/Koch Media, THQ Nordic and Coffee Stain. The group has fifteen internal game development studios based in Germany, Finland, UK, USA and Sweden and engages about 2,000 people.

Carnegie acted as Sole Global Co-ordinator and Joint Bookrunner.

Read more
Corporate Finance – 12 Feb 2019

Carnegie sole financial adviser in the SEK 750 million rights issue in Ovzon

Carnegie acted as sole financial adviser in the SEK 750 million rights issue in Ovzon.

Ovzon offers a revolutionary mobile broadband service via satellite combining high bandwidth with highly mobile terminals – offering speeds up to 80 times faster than competing services. Applications include real-time sensor and video upload, either from moving or highly mobile platforms or directly from users on-site transmitting on-the-go. Ovzon is headquartered in Solna, Sweden and has offices in Tampa, FL and Bethesda, MD in the United States. The share (OVZON) is traded on Nasdaq First North Premier, FNCA Sweden AB is the company’s Certified Adviser.

Read more
Corporate Finance – 23 Jan 2019

Carnegie advises Orkla ASA to achieve 98.6% acceptance rate and to successfully complete the voluntary public tender offer for Kotipizza Group

Orkla ASA and Kotipizza Group Oyj announced on 22 November 2018 that they had entered into a combination agreement pursuant to which Orkla undertook to make a voluntary recommended public cash tender offer to purchase all of the issued and outstanding shares in Kotipizza Group. In the Tender Offer, Kotipizza Group’s shareholders were offered a cash consideration of EUR 23.00 per share, valuing Kotipizza Group’s equity at approximately EUR 146 million.

Orkla announced on 17^th January 2019 that it will complete the voluntary recommended public cash tender offer. According to the final results of the Tender Offer, the shares tendered in the Tender Offer together with the shares acquired by the Offeror through market purchases, represent approximately 98.59% of all the shares and votes in Kotipizza Group. As the Minimum Acceptance Condition and all other conditions to completion are fulfilled, the Offeror will complete the Tender Offer in accordance with its terms and conditions.

The acquisition is in line with Orkla’s strategic ambition to increase its presence in channels with faster growth than traditional grocery, and Orkla sees a good match between the two companies.

Kotipizza Group is a leading player in the Finnish restaurant market, and best known for its Kotipizza restaurant chain. Additionally, Kotipizza Group consists of the supply and logistics company Helsinki Foodstock Oy, Mexican-style restaurant chain Chalupa, Social Burgerjoint restaurant chain and No Pizza restaurant concept. In 2017, the Kotipizza Group had total net sales of EUR 84.1 million with EBIT of EUR 6.4 million.

Carnegie acted as the sole financial adviser to Orkla.

Read more
Corporate Finance – 18 Dec 2018

Carnegie acted as sole financial advisor to the Board of Directors of Cherry on EE Intressenter’s recommended SEK 9.2bn public cash offer on Cherry
European Entertainment Intressenter BicCo AB (“EE Intressenter”), a company jointly controlled by a consortium consisting of Bridgepoint Advisers, Prunus Avium Ltd, Klein Group AS, Audere Est Facere AS, Pontus Lindwall, Berkay Reyhan and Can Yilanlioglu (the “Consortium”), has today announced a public offer to the shareholders of Cherry AB (Publ) (“Cherry” or the “Company”) to tender all shares in the Company not held by the Consortium to EE Intressenter for a consideration of SEK 87 in cash per share in Cherry (the “Offer”). EE Intressenter will not increase the price in the Offer. By that statement EE Intressenter cannot, in accordance with the Nasdaq Stockholm Takeover Rules, increase the price in the Offer.

The total value of the Offer, based on all shares of series A and B in Cherry, corresponds to approximately SEK 9,193 million which represents a premium of:
- 20.0 percent for the shares in relation to the closing price for Cherry’s share of series B on Nasdaq Stockholm on 17 December 2018, which was the last day of trading prior to the announcement of the Offer;
- 59.6 percent for the shares in relation to the closing price for Cherry’s share of series B on Nasdaq Stockholm on 15 October 2018, which was the day before the Offeror’s submission of its indicative non-binding offer letter to the Board of Directors of the Company; and
- 28.0 percent for the shares based on the volume weighted average price for Cherry’s share of series B on Nasdaq Stockholm during a period of 90 trading days prior to the announcement of the Offer.
The Offer is fully financed through a combination of equity provided by Bridgepoint and the other members of the Consortium and debt financing provided by Ares Management Limited.

The acceptance period for the Offer is expected to commence around 20 December 2018 and expire around 23 January 2019, subject to any extensions.

Completion of the Offer is conditional upon customary terms, including the Offer being accepted to such extent that EE Intressenter becomes the owner of more than 90 percent of the total number of outstanding shares in Cherry; that no other party announces an offer to acquire shares in Cherry on terms that are more favourable than the Offer to the shareholders in Cherry as well as receipt of all necessary regulatory, governmental or similar clearances, approvals and decisions with respect to the Offer and the acquisition of Cherry, including from competition and gambling license authorities, in each case on terms which, in EE Intressenter’s opinion, are acceptable. Further information regarding the Offer is included in EE Intressenter’s press release, which is available at www.europeanentertainment.se.

EE Intressenter does not own any shares in Cherry at the time of announcement of the Offer, whereas the members of the Consortium own in aggregate 50,100,368 shares, corresponding to approximately 47.4 percent of the total number of shares and 37.9 percent of the total number of votes in the Company. Irrevocable undertakings to accept the Offer, subject to certain conditions, have been received from shareholders representing in total 12,298,332 shares, corresponding to approximately 11.6 percent of the total number of shares and 28.5 percent of the total number of votes in Cherry. In total, the Consortium thereby owns shares, or have secured commitments to accept the Offer, corresponding to 59.1 per cent of the capital and 66.5 per cent of the votes.

Cherry’s independent bid committee recommends the shareholders in Cherry to accept the Offer.

Carnegie acted as sole financial adviser to Cherry’s Board of Directors in connection with the transaction.
Read more