Adevinta — M&A Activity 2023

Nov 21, 2023

Adevinta ASA (ADE) - Statement Regarding Voluntary Tender Offer for All Class a Shares in Adevinta Asa

Adevinta ASA (ADE) - Statement Regarding Voluntary Tender Offer for All Class a Shares in Adevinta Asa

NOT FOR DISTRIBUTION IN OR INTO AUSTRALIA, CANADA, HONG KONG, NEW ZEALAND, SOUTH

AFRICA, JAPAN OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE

WOULD BE UNLAWFUL OR REQUIRE PRIOR APPROVAL

Oslo, 21 November 2023: Reference is made to today's announcement (the

"Announcement") by Permira and Blackstone of a voluntary offer (the "Offer")

being made through Aurelia Bidco Norway AS (the "Offeror") to acquire all the

outstanding ordinary class A shares (the "Shares") in Adevinta ASA (the

"Company"). The Offer is announced by Permira and Blackstone on behalf of funds

advised by Permira Advisers LLP (together with the advised funds, "Permira") and

funds advised by The Blackstone Group International Partners LLP (together with

the advised funds, "Blackstone"), as well as General Atlantic and TCV (each an

"Investor").

Reference is made to the Announcement for a summary of the key terms and

conditions and expected timing of the Offer. The complete terms and conditions

of the Offer shall be set out in an offer document to be prepared by the Offeror

and approved by the Oslo Stock Exchange (the "Offer Document").

The Company, represented by the board of directors of the Company comprised of

those directors not having a conflict of interest (Orla Noonan (Chair), Sophie

Javary, Fernando Abril-Martorell, Julia Jäkel and Michael Nilles) (the "Board"),

has entered into a transaction agreement ("Transaction Agreement") with the

Offeror, setting out, amongst others, key terms of the Offer and certain

undertakings and obligations on the Company.

The Board hereby expresses its view on the Offer. The statement by the Board

will also be included in the Offer Document. As the Offer is launched in

agreement with the Company, the Oslo Stock Exchange may determine that the

Board's statement cannot serve the purpose of being the formal company statement

to be issued in accordance with Section 6-16 (1) of the Norwegian Securities

Trading Act, and that the Oslo Stock Exchange may require that a statement on

behalf of the Company is made by an independent third party, cf. Section 6-16

(4) of the Norwegian Securities Trading Act.

INTRODUCTION

Pursuant to the Offer, the consideration for Shares tendered will, at the

election of accepting shareholders, be settled with NOK 115.0 per Share in cash

(the "Cash Consideration"), in depository receipts with indirect exposure to the

Offeror, or as a combination of depository receipts for 50% of the Shares

tendered and cash consideration for the remaining 50% of the Shares tendered,

subject to certain limitations.

The Board has been informed that the Offeror has entered into agreements

separately with each of the Investors, as well as eBay Inc. ("eBay") and

Schibsted ASA ("Schibsted") pursuant to which, when such agreements become

effective, the Investors, eBay and Schibsted will become owners of companies

that indirectly will control the Company upon a closing of the Offer. eBay,

Schibsted and Permira are the Company's largest shareholders, holding

approximately 33.0%, 28.1% and 11.2% of the share capital of the Company,

respectively.

This implies that Shares representing 72.3% of the Company's outstanding share

capital have on certain terms and conditions committed to sell their Shares upon

a completion of the Offer.

The Company's shareholders are advised to review the Offer Document in detail

once available before deciding whether to accept the Offer.

A summary of the process leading up to the Offer is included at the end of this

stock exchange notice.

THE BOARD'S ASSESSMENT AND CONCLUSION

When considering the Offer, the Board based its evaluation on factors that it

deemed relevant in relation to the Offer, including what it believed to be the

long-term potential of the Company.

The Board does not have a basis to form a view on the share consideration

alternatives, and this statement only relates to the Cash Consideration.

The Board considered the following factors, among others, in reaching its

conclusion:

* Ability of the Company to realise its long-term plan. In its review of the

Offer, the Board has taken into consideration what it believes to be the

long-term value potential of the Company and its confidence in the

management's ability to realise this value potential and achieve the

Company's long-term plan.

* Assessment in fairness opinions. In its review of the Offer, the Board has

taken into consideration fairness opinions received from Citigroup Global

Markets Europe AG and J.P. Morgan Securities Plc, both dated 20 November

2023 (the "Fairness Opinions"), each of which provides that, at their

respective dates, and subject to the assumptions, considerations,

qualifications, factors and limitations set forth therein, the Cash

Consideration is fair, from a financial point of view, to the holders of

Shares (other than Schibsted, eBay, Permira and any of their respective

affiliates). The Fairness Opinions do not opine on the Share Consideration

Alternatives (as defined below).

* The Offer is at a premium. The Cash Consideration values the issued and

outstanding share capital of the Company at a market capitalisation of

approximately NOK 140.9 billion. The Cash Consideration represents a premium

of approximately 52.6% to the volume weighted average price of NOK 75.4 over

the three months up to 21 September 2023 (the "Undisturbed Price"), the last

trading day before the Company's announcement that it had received a non-

binding indicative proposal. The premium offered is within the range of what

the Board has seen in recent public offers in Norway. When considering what

premium the Cash Consideration represents to undisturbed prices, the Board

notes that in its view historical trading prices of the Company's shares

have been impacted adversely by a perceived sales overhang, although the

exact effect of such overhang is difficult to quantify.

* Valuation methodologies. The Board has also taken into consideration various

fundamental valuation methodologies primarily focused on discounted cash

flow analysis, and other valuation methodologies that are customarily used

towards an assessment of the offer price in a public offer, including: (a)

comparable pricing, regression analysis, historic financial developments and

financial projections; (b) review of publicly available equity research

analyst reports and target prices; (c) historical trading and valuation

levels of the Company since listing; (d) comparable transaction multiples;

and (e) an analysis of selected precedent public offers. Moreover, the Board

has also taken other considerations into account, including: (i) the

undisturbed price of the Company's shares; (ii) market conditions in the

sector that the Company operates; (iii) current market volatility and

uncertainties; (iv) the Offeror's ability to fulfil its obligations under

the Offer; and (v) that, at the Company shareholders' election, the form of

consideration to be paid in the Offer will be in cash, which will provide

certainty of value and liquidity to shareholders.

* Limited strategic alternatives. The Board has considered strategic

alternatives to the Offer. In practice, a number of strategic alternatives

were not available as the Company's three largest shareholders, controlling

in total approximately 72.3 % of the share capital of the Company,

communicated at the outset of the process that they were supportive of the

Offer.

* Effect of the Offer on other stakeholders. The Board also considered the

effects the Offer might have for the other stakeholders of the Company,

including employees, customers and business partners. The Board notes that

the Offeror has expressed support for the management team and their strategy

for the Company.

* Potential for limited liquidity post-closing. The Board notes that the

closing condition relating to minimum acceptance in the Offer may be waived

by the Offeror in its sole discretion. Consequently, the Offeror may

complete the Offer without becoming the sole shareholder of the Company. In

such a scenario, the Offeror would become the majority shareholder of the

Company with controlling influence and result in concentrated ownership,

which may cause limited liquidity in trading of Shares and a different

governance regime for shareholders that do not accept the Offer.

Based on the above factors, the Board is unanimously of the view that:

* the Company over time can generate greater value than what is reflected in

the Cash Consideration. Accordingly, for those shareholders focusing on the

long-term value potential of the Company the Board is not able to make a

recommendation whether to accept the Offer;

* however, as the Cash Consideration is within the range of what is fair, from

a financial point of view, to the shareholders of the Company, and at a

52.6% premium to the Undisturbed Price, which is within the range of what

has been offered in recent public offers in Norway, it may represent an

attractive opportunity for shareholders who are looking to monetize their

investment in the short term.

Consequently, the Board believes that the Company's shareholders should have the

opportunity to take their own individual view on the merits of the Offer.

The Board recommends that each shareholder of the Company carefully consider the

Offer in light of the factors set out herein, such shareholder's investment

outlook, as well as other relevant information including the Offer Document.

Each shareholder should evaluate independently whether or not to tender its

Shares into the Offer, and consult its own financial, tax and legal advisors and

make such other investigations concerning the Offer as it deems necessary in

order to make an informed decision with respect to the Offer.

The Board does not express a view as to whether shareholders of the Company

should elect for the pure share or the combined share and cash consideration

alternatives. Detailed information about the share consideration alternatives

("Share Consideration Alternatives") will be set out in the Offer Document. The

Board advises shareholders that are considering accepting one of the Share

Consideration Alternatives to carefully review the Offer Document and be advised

by professional advisors to the extent deemed necessary as to the terms and

merits of the consideration shares and suitability for them to invest in such

consideration shares.

PROCESS LEADING UP TO THE OFFER

In August 2023, the Company received an indicative non-binding proposal from the

Investors relating to a possible tender offer for all shares in the Company.

Upon receipt of the indicative non-binding proposal, the board of directors of

the Company appointed a special committee consisting of the five independent

board members that are not representatives of eBay, Schibsted and Permira (the

"Special Committee"). The Special Committee has represented the Company in all

aspects relating to the Offer up to issuance of this statement.

The Company engaged Citigroup Global Markets Europe AG and J. P. Morgan

Securities Plc as financial advisers, and Advokatfirmaet BAHR AS, Cleary

Gottlieb Steen & Hamilton LLP and Skadden, Arps, Slate, Meagher & Flom (UK) LLP

as legal advisers. The advisers have acted under the instructions of, and

reported to, the Special Committee.

The Special Committee has actively engaged in the process leading up to the

Offer in line with applicable regulations and corporate governance principles,

including facilitating a confirmatory due diligence review by the Investors and

extensive negotiations with the Investors on commercial terms, structure and

other aspects of an offer.

Following detailed work on valuation, the Special Committee communicated to the

Investors that the Cash Consideration should be increased in order for the Board

to give a positive recommendation. The Special Committee also requested that the

Investors would commit not to waive the closing condition relating to minimum

acceptance in the Offer unless at least a majority of the minority shareholders

in the Company accept the Offer. Although the Investors chose not to increase

the Cash Consideration or accept a limitation in the right to waive the closing

condition relating to minimum acceptance, considering that the Cash

Consideration represents a premium to trading prices, considering the Fairness

Opinions, and considering that under Norwegian law and corporate governance

principles the Board should not obstruct a bona fide takeover offer and should

facilitate that the shareholders are enabled to themselves consider the exit

opportunity an offer represents, the Board concluded that the Company's

shareholders should have the opportunity to take their own individual view on

the merits of the Offer.

Based on this, the Company entered into a transaction agreement with, among

others, the Offeror, setting out the terms and conditions upon which the Offeror

will make the Offer to the Company's shareholders. The transaction agreement

also includes certain behavioural covenants and other regulations relating to

the interim period until a completion or termination of the Offer. In the

transaction agreement, the Company has undertaken that the Board may only amend,

modify or withdraw this statement on the Offer if a superior offer is made by a

third party and such superior offer is not matched by the Offeror. The Company

has not undertaken restrictions on its ability to solicit or engage with

possible alternative offers before expiry of the initial offer period in the

Offer. Further, the Board has been informed that shareholders that have agreed

to participate in the Offer or otherwise transfer their shares to the Offeror

will be released from their obligations to participate in the Offer in the event

the Board has recommended a superior offer.

* * *

The members of the Board who hold shares in the Company, being Orla Noonan,

Fernando Abril-Martorell and Michael Nilles, have informed that they intend to

accept the Offer for their respective holdings for consideration in the form of

a combination of 50% cash and 50% depository receipts with indirect exposure to

the Offeror. The Company's CEO, Antoine Jouteau, has informed that he intends to

accept the Offer for his shareholding for the Cash Consideration.

* * *

Citigroup Global Markets Europe AG and J.P. Morgan Securities Plc are acting as

financial advisers and Advokatfirmaet BAHR AS, Cleary Gottlieb Steen & Hamilton

LLP and Skadden, Arps, Slate, Meagher & Flom (UK) LLP are acting as legal

advisers to the Company.

* * *

For further information, please contact:

IR contacts

Marie de Scorbiac

VP Investor Relations & Corporate Affairs

+33 6 14 65 77 40

Anne-Sophie Jugean

Investor Relations Senior Manager

+33 6 74 19 22 81

ir@adevinta.com

Media contacts

John Kiely / Latika Shah, Edelman Smithfield

+44 7785 275 665 / +447950 671 948

adevinta@edelman.com

This information is considered to be inside information pursuant to the EU

Market Abuse Regulation and subject to the disclosure requirements pursuant to

section 5-12 of the Norwegian Securities Trading Act.

About Adevinta:

Adevinta is a leading online classifieds group and champion of sustainable

commerce with a focus on Europe. Our portfolio of 25+ digital marketplaces spans

consumer goods, mobility, real estate, holiday rentals and jobs. Every month,

our industry-leading technology enables more than 120 million people and over a

million businesses across Europe to connect and trade. Loved local brands

include leboncoin in France; mobile.de and Kleinanzeigen in Germany; Fotocasa

and InfoJobs in Spain, Subito in Italy; Marktplaats in the Netherlands and the

Canadian marketplace Kijiji. Our international team of diverse individuals are

united in their purpose to make a positive impact on the environment, the

economy and society every single day.

To find out more, visit www.adevinta.com

***

IMPORTANT NOTICE

Any opinion, including the Fairness Opinions, expressed by Citigroup Global

Markets Europe AG or J.P. Morgan Securities Plc is provided solely for the

information of the Board in connection with its evaluation of the Offer, is not

intended to and does not constitute a recommendation to any shareholder as to

how such shareholder should act in relation to the Offer, and may not be relied

upon by any third party or used for any other purpose. Furthermore, J.P. Morgan

Securities plc, which is authorised in the United Kingdom by the Prudential

Regulation Authority (the "PRA") and regulated by the PRA and the Financial

Conduct Authority, and Citigroup Global Markets Europe AG, which is regulated by

European Central Bank and the German Federal Financial Supervisory Authority

(Bundesanstalt für Finanzdienstleistungsaufsicht - "BaFin"), are, respectively,

acting as financial advisers exclusively for the Company and no one else in

connection with the Offer and will not regard any other person as their client

in relation to the Offer and will not be responsible to anyone other than the

Company for providing the protections afforded to clients of J.P. Morgan

Securities plc or its affiliates, or Citigroup Global Markets Europe AG or its

affiliates, respectively, nor for providing advice in relation to the Offer or

any other matter or arrangement referred to herein.

The distribution of this announcement and other information in connection with

the Offer may be restricted by law in certain jurisdictions. The Company does

not assume any responsibility in the event there is a violation by any person of

such restrictions. Persons into whose possession this announcement or such other

information should come are required to inform themselves about and to observe

any such restrictions.

This announcement is not a tender offer document and, as such, does not

constitute an offer or the solicitation of an offer to acquire the Shares.

Investors may accept the Offer only on the basis of the information provided in

the Offer Document.

Forward-looking statements

This announcement, verbal statements made regarding the Offer and other

information published by the Company may contain certain statements about the

Company and the Offeror that are or may be forward-looking statements. These

forward-looking statements can be identified by the fact that they do not relate

only to historical or current facts. Forward-looking statements sometimes use

words such as "may", "will", "seek", "continue", "aim", "anticipate", "target",

"expect", "estimate", "intend", "plan", "goal", "believe" or other words of

similar meaning. Examples of forward-looking statements include, among others,

statements regarding the Company's or the Offeror's future financial position,

income growth, assets, impairment charges, business strategy, leverage, payment

of dividends, projected levels of growth, projected costs, estimates of capital

expenditures, and plans and objectives for future operations and other

statements that are not historical fact. By their nature, forward-looking

statements involve risk and uncertainty because they relate to future events and

circumstances, including, but not limited to, Norwegian domestic and global

economic and business conditions, the effects of volatility in credit markets,

market-related risks such as changes in interest rates and exchange rates,

effects of changes in valuation of credit market exposures, changes in valuation

of issued notes, the policies and actions of governmental and regulatory

authorities, changes in legislation, the further development of standards and

interpretations under International Financial Reporting Standards ("IFRS")

applicable to past, current and future periods, evolving practices with regard

to the interpretation and application of standards under IFRS, the outcome of

pending and future litigations, the success of future acquisitions and other

strategic transactions and the impact of competition - a number of such factors

being beyond the Company's and the Offeror's control. As a result, actual future

results may differ materially from the plans, goals, and expectations set forth

in these forward-looking statements.

Any forward-looking statements made herein speak only as of the date they are

made. The Company disclaims any obligation or undertaking to release publicly

any updates or revisions to any forward-looking statements contained in this

announcement to reflect any change in the Company's expectations with regard

thereto or any change in events, conditions or circumstances on which any such

statement is based.

Notice to U.S. Shareholders

The Offer and the distribution of this announcement and other information in

connection with the Offer are made available to the Company's shareholders in

the United States of America (the "U.S." or "United States"), and to U.S.

persons, in compliance with applicable U.S. securities laws and regulations,

including Section 14(e) and Regulation 14E under the U.S. Securities Exchange

Act of 1934, as amended (the "U.S. Exchange Act"). The depository receipts

issued as consideration (the "Consideration Depository Receipts") have not been,

and will not be, registered under the U.S. Securities Act of 1933, as amended

(the "U.S. Securities Act"), or the securities laws of any state or jurisdiction

in the United States and may not be offered or sold in the United States except

pursuant to an applicable exemption from, or in a transaction not subject to,

the registration requirements of the U.S. Securities Act or in compliance with

any applicable securities laws of any state or other jurisdiction of the United

States. Consequently, the Consideration Depository Receipts are not being

offered, sold or delivered, directly or indirectly, in or into the United States

or to U.S. persons, unless registered under the U.S. Securities Act and

applicable state securities laws or an exemption from such registration is

available. The Consideration Depository Receipts will only be made available in

the United States to QIBs (as defined in Rule 144A under the U.S Securities Act

("Rule 144A") or Accredited Investors (as defined in Rule 501(a) under the U.S.

Securities Act) in transactions that are exempt from the registration

requirements of the U.S. Securities Act and in compliance with any applicable

U.S. state "blue sky" securities laws. Such Company shareholders will be

required to make such acknowledgements and representations to, and agreements

with, the Company as the issuer as set out in the Offer Document may require to

establish that they are entitled to receive the Consideration Depository

Receipts. The Consideration Depository Receipts will only be sold to persons

outside the United States in accordance with Regulation S of the U.S. Securities

Act. U.S. investors who are unable to receive the Consideration Depository

Receipts may only elect to receive cash consideration.

None of the Consideration Depository Receipts, the Offer Document and related

acceptance forms or any other document relating to the offering of the

Consideration Depository Receipts, has been approved or disapproved by the U.S.

Securities and Exchange Commission (the "SEC"), any state securities commission

in the United States or any other U.S. regulatory authority, nor have such

authorities passed upon or determined the adequacy or accuracy of the

information contained in this Offer Document and the merits of the Offer. Any

representation to the contrary is a criminal offence in the United States.

In addition, until 40 days after the commencement of the Offer, an offer, sale

or transfer of the  Consideration Depository Receipts within the United States

by a dealer (whether or not participating in the Offer) may violate the

registration requirements of the U.S. Securities Act if such offer, sale or

transfer is made otherwise than in accordance with Rule 144A or another

exemption from registration under the U.S. Securities Act.

In accordance with normal Norwegian practice and pursuant to Rule 14e-5(b) of

the U.S. Exchange Act, the Offeror or its nominees, or its brokers (acting as

agents), may from time to time make certain purchases of, or arrangements to

purchase, Company shares outside of the United States, other than pursuant to

the Offer, before or during the period in which the Offer remains open for

acceptance. These purchases may occur either in the open market at prevailing

prices or in private transactions at negotiated prices. Any information about

such purchases will be disclosed as required in Norway and will be reported to

an officially appointed mechanism of Oslo Børs and will be available on the Oslo

Børs' website: https://www.euronext.com/en/markets/oslo.

The United Kingdom

This announcement has been prepared on the basis that any offer of securities in

the United Kingdom will be made pursuant to an exemption under Regulation (EU)

2017/1129 as it forms part of domestic law in the United Kingdom (the "UK") by

virtue of the European Union (Withdrawal) Act 2018 (the "UK Prospectus

Regulation") from the requirement to produce a prospectus for offers of

securities. Accordingly, any person making or intending to make an offer in the

UK of securities which are the subject of the offering contemplated in this

announcement may only do so in circumstances in which no obligation arises for

the Offeror to publish a prospectus pursuant to section 85 of the Financial

Services and Markets Act 2000 (as amended, the "FSMA") or supplement a

prospectus pursuant to Article 23 of the UK Prospectus Regulation, in each case,

in relation to such offer. Neither the Offeror, the Investors nor any of the

advisors have authorised, nor do they authorise the making of any offer of the

securities in circumstances in which an obligation arises to publish or

supplement a prospectus for such offer. Neither the Offeror, the Investors nor

any of the advisors have authorised, nor do they authorise, the making of any

offer of securities through any financial intermediary, other than offers made

by the Offeror which constitute the final placement of the securities

contemplated in this announcement.

In the UK, this announcement is only being distributed to and is only directed

at persons who are also (i) investment professionals falling within Article

19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order

2005 (the "Order"); (ii) high net worth companies and other persons falling

within Article 49(2)(a) to (d) of the Order; or (iii) persons to whom an

invitation or inducement to engage in investment activity (within the meaning of

section 21 of the FSMA) in connection with the issue or sale of any securities

may otherwise lawfully be communicated or caused to be communicated, (all such

persons together being referred to as "Relevant Persons"). In the UK, the

Consideration Depository Receipts are only available to, and any invitation,

offer or agreement to subscribe, purchase or otherwise acquire such shares will

be engaged in only with, Relevant Persons. Any such person who is not a Relevant

Person should not act or rely on this announcement or any of its contents. This

announcement is directed only at Relevant Persons and must not be acted on or

relied on by persons who are not Relevant Persons. Any investment or investment

activity to which this announcement relates is available only to Relevant

Persons and will be engaged in only with Relevant Persons.

The European Economic Area

This announcement has been prepared on the basis that any offer of securities in

any Member State of the European Economic Area which has implemented the

Prospectus Regulation (EU) (2017/1129, as amended, the "Prospectus Regulation")

(each, a "Relevant State") will be made pursuant to an exemption under the

Prospectus Regulation, as implemented in that Relevant State, from the

requirement to publish a prospectus for offers of securities. Accordingly, any

person making or intending to make any offer in that Relevant State of

securities, which are the subject of the offering contemplated in this

announcement, may only do so in circumstances in which no obligation arises for

the Offeror to publish a prospectus pursuant to Article 3 of the Prospectus

Regulation or supplement a prospectus pursuant to Article 23 of the Prospectus

Regulation, in each case, in relation to such offer. Neither the Offeror, the

Investors nor any of the advisors have authorised, nor do they authorise, the

making of any offer of the securities through any financial intermediary, other

than offers made by the Offeror which constitute the final placement of the

securities contemplated in this announcement. Neither the Offeror, the Investors

nor any of the advisors have authorised, nor do they authorise, the making of

any offer of securities in circumstances in which an obligation arises to

publish or supplement a prospectus for such offer.

The issue, subscription or purchase of the Consideration Depository Receipts in

the Company is subject to specific legal or regulatory restrictions in certain

jurisdictions. Neither the Company, the Offeror nor their advisors assume any

responsibility in the event there is a violation by any person of such

restrictions.