2022 no. 8 - Ahlsell to acquire 75.49% of the shares in Sanistål by conditional share purchase agreements with major shareholders and make a voluntary, recommended offer to the minority shareholders of Sanistål
Aalborg, 24 May 2022
Ahlsell Danmark ApS ("Ahlsell") has agreed to acquire, subject to certain conditions, the shares in Sanistål A/S ("Sanistål" or the "Company") held by Danske Bank A/S, Nordea Bank Abp, Jyske Bank A/S and Nykredit Bank A/S (the "Major Shareholders"). The Major Shareholders hold a total of 75.49% of the share capital of Sanistål and will sell their shares at a price of DKK 58 per share.
Further, Sanistål and Ahlsell today entered into a transaction agreement, pursuant to which Ahlsell intends to submit a voluntary, conditional, recommended offer to the minority shareholders of Sanistål to acquire all other shares including any treasury shares (the "Offer"). Pursuant to the terms of the Offer, all other shareholders than the Major Shareholders are offered a cash consideration of DKK 85 per share. The Offer price entails a premium of 23.31% relative to the average price on Nasdaq Copenhagen yesterday (23 May 2022) and a premium of 46.55% compared to the price offered to the Major Shareholders.
The Offer will be subject to, among other things, the necessary regulatory approvals being obtained.
The Board of Directors of Sanistål has unanimously resolved to recommend all minority shareholders to accept the Offer when submitted.
Ahlsell intends to acquire all shares in Sanistål for a total purchase price of approximately DKK 770.5 million, assuming all shares are acquired.
Anders K. Bønding, Chairman of the Board of Directors of Sanistål: "From an overall assessment, we consider the sale to Ahlsell to be the best solution for Sanistål and its stakeholders. As a strong, long-term, industrial owner, Ahlsell may help further strengthen Sanistål, and Sanistål will achieve substantial scale benefits as the Danish leg of the leading distribution and services group in the Nordics. Obviously, the four Major Shareholders were not natural, long-term owners of Sanistål, and the Board is pleased that we can execute the necessary change of ownership in a way that will generate value for the Company’s minority shareholders."
The Offer is submitted by Ahlsell Danmark ApS, a wholly owned subsidiary of Ahlsell AB (publ). Ahlsell is the leading Nordic distributor of installation products, tools and supplies for installers, contractors, facility managers, industry, energy companies and the public sector. Ahlsell has around 5,900 employees and more than 240 stores. Its principal markets are Sweden, Norway and Finland, and Ahlsell also has operations in Denmark, Estonia and Poland.
Ahlsell has indicated to Sanistål that it will seek to de-list the Company's shares from Nasdaq Copenhagen following completion of the Offer.
Background and Board recommendation
In spring 2022, the Board of Directors of Sanistål received an unsolicited approach from a potential buyer, and subsequently decided to initiate an analysis of the Company’s strategic opportunities with the assistance of Danske Bank, Corporate Finance. During the analysing phase, the Company was in contact with other potential bidders to gauge interest in the market, and it also considered continuing Sanistål as a listed company with a different ownership structure.
On the basis of the analysis, the Board of Directors finds that the Offer from Ahlsell is the most attractive solution for the Company, its shareholders and other stakeholders. The Board of Directors of Sanistål has therefore unanimously decided to recommend all other shareholders than the Major Shareholders to accept the Offer when submitted. All four members of the Board of Directors elected by the general meeting of the shareholders are independent pursuant to the definitions of the Danish Committee on Corporate Governance. Further, the Board of Directors consists of two employee representatives.
In particular, the Board of Directors has based its decision on the fact that the minority shareholders are offered a higher price than the Major Shareholders and that the Offer to the minority shareholders entails a price premium consistent with market standards:
- a premium of 23.31% relative to the average share price of DKK 68.93 yesterday, 23 May 2022
- a premium of 21.26% relative to the volume-weighted, average share price of DKK 70.10 during the past month
- a premium of 23.86% relative to the volume-weighted, average share price of DKK 68.63 during the past three months
In order to assist its assessment of the Offer and decision to recommend the Offer when submitted, the Board of Directors of Sanistål has obtained an independent fairness opinion from HCN Partners. The fairness opinion concludes that the cash offer price of DKK 85 per share to the minority shareholders is fair from a financial perspective.
After publication of the offer document, the Board of Directors of Sanistål will publish a statement on its position on the Offer, and the background for its recommendation. The Board of Directors recommends Saniståls minority shareholders to read this statement, before deciding whether to accept the Offer.
Sanistål had 3,372 registered shareholders on 31 March 2022.
Purchase agreements with Major Shareholders
Four Major Shareholders – Danske Bank A/S, Nordea Bank Abp, Jyske Bank A/S and Nykredit Bank A/S – have, pursuant to conditional share purchase agreements, all agreed to sell their shares to Ahlsell at DKK 58 per share. Combined, the Major Shareholders represent a total of 9,000,909 shares or 75.49% of the voting rights and share capital in Sanistål.
The Major Shareholders became shareholders in connection with the reconstruction of Sanistål in 2011.
Completion of the share purchase agreements is subject to certain conditions, including that necessary approvals by relevant regulatory authorities are obtained
Offer process and conditions
The announcement from Ahlsell concerning its decision to submit the Offer is attached.
As the Offer will not be made for the purpose of obtaining control over Sanistål, the Offer will not be subject to the Executive Order no. 636 of 15 May 2020 on takeover bids (the "Takeover Order"). The terms and conditions of the Offer will be set out in an offer document to be published by Ahlsell no later than two weeks after the publication of this announcement.
The Offer will be subject to customary conditions, including a requirement that the necessary regulatory approvals be obtained.
Sanistål’s guidance for 2022 and other matters
Sanistål is guiding for revenue of approximately DKK 3.6 billion in 2022 and an EBITDA result of DKK 225-255 million before special items. The guidance was upgraded on 9 May 2022 as market demand was better than expected, and Sanistål has been able to raise its selling prices to match the price increases from suppliers of a number of raw materials and finished goods, including steel.
In April 2022, Sanistål sold its domicile property in Aalborg with an accounting gain of around DKK 34 million, which is recognised as special items in 2022. Furthermore, the subsidiary Serman & Tipsmark was divested in April 2022. Profit from discontinued operations (Serman & Tipsmark) for 2022 is expected to be around DKK 1.8 million after tax.
Sanistål has a "change of control" obligation under specific circumstances to pay a maximum of one years' salary to CEO Claudio Christensen and a maximum of one year's salary to CFO Uffe Iversen. "Change of control" is defined as a sale of more than 50% of the shares in Sanistål.
To facilitate an expected change of ownership, Sanistål has for selected executives established a scheme of stay-on bonuses equal to four months' pay.
In case of the completion of the transaction, Sanistål will have certain expenses in relation hereof, including an amount of approx. DKK 10.8 million for cash settlement of share options which have not been hedged by the company's holding of treasury shares, approx. DKK 8.9 million for change-of-control bonuses and stay-on bonuses and approx. DKK 16.5 million for expenses related to the Board’s strategic analysis, the fairness opinion, fees to advisers, etc. These expenses will be recognised as special items in 2022.
Sanistål has retained Danske Bank, Corporate Finance as financial adviser and Plesner Advokatpartnerselskab as legal adviser.
Chairman of the Board of Directors, Anders K. Bønding, may be contacted through Pia Kristensen, Head of Communications at Sanistål, tel. +45 9630 6000, mobile +45 4117 8617
Announcement from Ahlsell of an agreement to acquire approximately 75.49% of the shares in Sanistål A/S and submit a recommended cash offer to the minority shareholders in Sanistål A/S.
The offer is made neither directly nor indirectly in any jurisdiction where this would constitute a violation of the legislation within the jurisdiction in question. This announcement and other documents regarding the offer must not be sent, forwarded or distributed in any other way within a jurisdiction where this would constitute a violation of legislation within said jurisdiction, including in particular in the United Kingdom, the United States, Canada, Japan, Australia or South Africa. This announcement does not constitute an offer or invitation to sell or buy shares in Sanistål A/S. The offer is made solely on the basis of an offer document prepared and published by Ahlsell Danmark ApS which will contain the complete terms and conditions of the offer. Shareholders in Sanistål A/S are encouraged to read the offer document and any associated documents as these will contain important information on the offer.