BURLINGTON, Mass.--(BUSINESS WIRE)--Mar. 1, 2018--
Everbridge Holdings Limited and Everbridge,
Inc., (NASDAQ:EVBG) ("Everbridge"), the global leader in critical event
management and incident response solutions, announced the commencement
of the voluntary cash offer (the "Offer") to acquire the entire issued
share capital of Unified Messaging Systems ASA ("UMS") (Oslo Axess: UMS)
for NOK 1.37 per share.
The Offer values the total share capital of UMS at approximately NOK 268
million (approximately USD $33.6 million). This excludes the value of
shares issuable upon exercise of existing outstanding options. The offer
price represents a 44.8% premium to UMS' closing share price on 13
February 2018 and a 48.1% and 46.2% premium to the 90 day and 180-day
volume weighted average stock price on 13 February 2018, the last
trading day prior to the announcement of the Offer, respectively.
The Board of Directors of UMS has recommended that the shareholders
accept the Offer. The recommendation by the Board of Directors of UMS is
included in the Offer document. This recommendation is not the formal
statement about the Offer in accordance with section 6-16 c.f. 6-19 of
the Norwegian Securities Trading Act. Sparebank 1 Markets AS has
provided an independent statement regarding the Offer in accordance with
this regulation, which is also included in the Offer document.
The Offer period starts on 2 March 2018 and expires on 16 March 2018 at
16:30 (CET), subject to any extension. Everbridge has obtained
pre-acceptances representing approximately 68.2% of UMS' issued share
capital. In addition, Everbridge has entered into conditional purchase
agreements with holders of 2,285,000 share options whereby Everbridge
will purchase these options at a price equal to the difference between
the Offer price and the exercise price for the share options, subject to
closing of the Offer.
The closing of the Offer is subject to satisfaction or waiver of the
closing conditions set out in the Offer document, including a minimum
acceptance of at least 90% of the shares on a fully diluted basis or
such lower percentage (not being less than 50%) of the issued shares as
Everbridge determines. The Offer is not subject to any financing
conditions or regulatory approvals. Subject to satisfaction or waiver of
the closing conditions, settlement of the Offer is expected to take
place during the first quarter of 2018. Everbridge intends to make a
compulsory acquisition of the remaining shares in UMS upon acquiring not
less than 90% of the shares in UMS under the Offer. Further, upon such
acquisition, Everbridge intends to propose to the general meeting of UMS
that an application is filed with the Oslo Stock Exchange to de-list the
shares of UMS.
The Offer document, containing the complete terms and conditions of the
Offer, was published today by Everbridge. Subject to restrictions under
applicable securities laws, the Offer document will be distributed to
all shareholders listed in UMS' share register and will also be
available at https://www.beringerfinance.com.
Beringer Finance AS is acting as financial advisor to Everbridge and
receiving agent in connection with the voluntary offer for the shares of
UMS and DLA Piper Norway DA is acting as legal advisor to Everbridge.
Important Information about the Offer
This press release is neither an offer to purchase nor a solicitation of
an offer to sell shares. The Offer to purchase all the shares of UMS is
contained in the Offer document filed by Everbridge and approved by the
Oslo Stock Exchange. The complete Offer document will, subject to
restrictions under applicable securities laws, be distributed free of
charge to all UMS shareholders registered in UMS’ share register in
Verdipapirsentralen (the Norwegian Central Securitie Depository), and is
available at https://www.beringerfinance.com.
Inc. (NASDAQ: EVBG), is a global software company that provides
enterprise software applications that automate and accelerate
organizations' operational response to critical events in order to keep
people safe and businesses running faster. During public safety threats
such as active shooter situations, terrorist attacks or severe weather
conditions, as well as critical business events such as IT outages,
cyber-attacks or other incidents such as product recalls or supply-chain
interruptions, over 3,700 global customers rely on the company’s
SaaS-based platform to quickly and reliably aggregate and assess threat
data, locate people at risk and responders able to assist, automate the
execution of pre-defined communications processes, and track progress on
executing response plans. The company’s platform sent over 2 billion
messages in 2017, and offers the ability to reach more than 200
countries and territories with secure delivery to over 100 different
communication devices. The company’s critical communications and
enterprise safety applications include Mass Notification, Incident
Management, Safety Connection™, IT Alerting, Visual Command Center®,
Crisis Commander®, Community Engagement™ and Secure Messaging.
Everbridge serves 9 of the 10 largest U.S. cities, 8 of the 10 largest
U.S.-based investment banks, 25 of the 25 busiest North American
airports, six of the 10 largest global consulting firms, six of the 10
largest global auto makers, all four of the largest global accounting
firms, four of the 10 largest U.S.-based health care providers and four
of the 10 largest U.S.-based health insurers. Everbridge is based in
Boston and Los Angeles with additional offices in San Francisco,
Lansing, Orlando, Beijing, London, and Stockholm. For more information,
read the company blog,
and follow on Twitter and Facebook.
UMS ASA is a Norwegian technology company with international operations,
headquartered in Oslo. The company has more than 1,200 customers
worldwide reaching over 500 million people with its systems for public
notifications. The company was founded in 1998 and is established as an
industry leader within the area of critical communication and population
Cautionary Language Concerning Forward-Looking Statements:
This news release contains certain forward-looking statements that are
based on uncertainty, as they relate to events and depend on
circumstances that will occur in the future and which, by their nature,
may have an impact on results of operations and the financial condition
of Everbridge and/or UMS. Such forward-looking statements reflect
current expectations and are based on the information currently
available. Neither Everbridge nor UMS can give any assurance as to
whether such forward-looking statements will prove to be correct. These
forward-looking statements include statements regarding the Offer,
including the terms and conditions of the Offer and expected timing.
There are a number of factors that could cause actual results and
developments to differ materially from those expressed or implied by
these forward-looking statements. These factors include, among other
things, satisfactions of conditions to the Offer and investor
participation in the Offer.
THE OFFER WILL NOT BE MADE IN ANY JURISDICTION IN WHICH MAKING OF THE
OFFER WOULD NOT BE IN COMPLIANCE WITH THE LAWS OF SUCH JURISDICTION.
THIS ANNOUNCEMENT DOES NOT IN ITSELF CONSTITUTE AN OFFER. THE OFFER WILL
ONLY BE MADE ON THE BASIS OF THE OFFER DOCUMENT AND CAN ONLY BE ACCEPTED
PURSUANT TO THE TERMS OF SUCH DOCUMENT.
View source version on businesswire.com: http://www.businesswire.com/news/home/20180301006497/en/
Source: Everbridge, Inc.
Benanto, +1 781-373-9879
Garo Toomajanian, +1 818-230-9712