Basware Oyj — M&A Activity 2022

Apr 21, 2022

Statement of the Board of Directors of Basware Corporation regarding the voluntary public cash tender offer by a consortium comprising Accel-KKR, Long Path and Briarwood through Sapphire BidCo Ltd

Statement of the Board of Directors of Basware Corporation regarding the voluntary public cash tender offer by a consortium comprising Accel-KKR, Long Path and Briarwood through Sapphire BidCo Ltd

Basware Corporation, stock exchange release, 21 April 2022 at 8.30 a.m. EEST

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN OR INTO AUSTRALIA, CANADA, HONG KONG, JAPAN, NEW ZEALAND OR SOUTH
AFRICA OR IN ANY OTHER JURISDICTION IN WHICH THE TENDER OFFER WOULD BE
PROHIBITED BY APPLICABLE LAW.

On 14 April 2022, a consortium of investors comprising Accel-KKR Capital
Partners VI, LP (a vehicle affiliated with AKKR Fund II Management Company, LP),
Long Path Holdings 1, LP (a vehicle controlled by funds managed or advised by
Long Path Partners, LP, and/or its affiliates) and Briarwood Capital Partners LP
(a vehicle controlled by Briarwood Chase Management LLC, and/or its affiliates)
announced that it will make a voluntary public cash tender offer through
Sapphire BidCo Ltd (the “Tender Offer“) for all of the issued and outstanding
shares in Basware Corporation (“Basware” or the “Company“) that are not held by
Basware or any of its subsidiaries. The Tender Offer is also made for the
warrants issued by the Company based upon a decision by the Board of Directors
of the Company on 19 March 2019, by virtue of the authorisation by the General
Meeting of Shareholders of the Company on 15 March 2018.

The Board of Directors of the Company has on 20 April 2022 decided to issue the
attached statement regarding the Tender Offer as required by the Finnish
Securities Markets Act (746/2012, as amended).

Additional information:
Michael Ingelög, Chairman of the Board of Directors, Basware Corporation
Tel. +44 78 2642 4300, michael.ingelog@basware.com

Distribution:
Nasdaq Helsinki
Main media
investors.basware.com/en

About Basware:
Basware offers the largest open business network in the world and is the global
leader in providing networked purchase-to-pay solutions and e-invoicing
services. Our technology empowers organizations with 100% spend visibility by
enabling the capture of all financial data across procurement, finance, accounts
payable and accounts receivable functions. Basware´s solutions play an important
role in transitioning to a lower-carbon economy by enabling the digitalization
and automation of Purchase-to-Pay enterprise processes that rely on paper.
Basware is a global company doing business in more than 100 countries and is
traded on the Helsinki exchange (BAS1V: HE). Find out more at
https://investors.basware.com/en.

IMPORTANT INFORMATION

THIS RELEASE MAY NOT BE RELEASED OR OTHERWISE DISTRIBUTED, IN WHOLE OR IN PART,
DIRECTLY OR INDIRECTLY, IN OR INTO, AUSTRALIA, CANADA, HONG KONG, JAPAN, NEW
ZEALAND OR SOUTH AFRICA OR IN ANY OTHER JURISDICTION IN WHICH THE TENDER OFFER
WOULD BE PROHIBITED BY APPLICABLE LAW.

THIS RELEASE IS NOT A TENDER OFFER DOCUMENT AND AS SUCH DOES NOT CONSTITUTE AN
OFFER OR INVITATION TO MAKE A SALES OFFER. IN PARTICULAR, THIS RELEASE IS NOT AN
OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY SECURITIES DESCRIBED
HEREIN, AND IS NOT AN EXTENSION OF THE TENDER OFFER, IN, AUSTRALIA, CANADA, HONG
KONG, JAPAN, NEW ZEALAND OR SOUTH AFRICA. INVESTORS SHALL ACCEPT THE TENDER
OFFER FOR THE SHARES ONLY ON THE BASIS OF THE INFORMATION PROVIDED IN A TENDER
OFFER DOCUMENT. THE TENDER OFFER IS NOT BEING MADE, AND THE SHARES WILL NOT BE
ACCEPTED FOR PURCHASE FROM OR ON BEHALF OF PERSONS, DIRECTLY OR INDIRECTLY IN
ANY JURISDICTION WHERE EITHER AN OFFER OR ACCEPTANCE THEREOF IS PROHIBITED BY
APPLICABLE LAW OR WHERE ANY TENDER OFFER DOCUMENT OR REGISTRATION OR OTHER
REQUIREMENTS WOULD APPLY IN ADDITION TO THOSE UNDERTAKEN IN FINLAND.

THE TENDER OFFER IS NOT BEING MADE DIRECTLY OR INDIRECTLY IN ANY JURISDICTION
WHERE PROHIBITED BY APPLICABLE LAW AND, WHEN PUBLISHED, THE TENDER OFFER
DOCUMENT AND RELATED ACCEPTANCE FORMS WILL NOT AND MAY NOT BE DISTRIBUTED,
FORWARDED OR TRANSMITTED INTO OR FROM ANY JURISDICTION WHERE PROHIBITED BY
APPLICABLE LAWS OR REGULATIONS. IN PARTICULAR, THE TENDER OFFER IS NOT BEING
MADE, DIRECTLY OR INDIRECTLY, IN OR INTO, BY USE OF THE POSTAL SERVICE OF, OR BY
ANY MEANS OR INSTRUMENTALITY (INCLUDING, WITHOUT LIMITATION, E-MAIL, FACSIMILE
TRANSMISSION, TELEX, TELEPHONE OR ELECTRONIC TRANSMISSION BY WAY OF THE INTERNET
OR OTHERWISE) OF INTERSTATE OR FOREIGN COMMERCE OF, OR THROUGH ANY FACILITIES OF
A NATIONAL SECURITIES EXCHANGE OF, AUSTRALIA, CANADA, HONG KONG, JAPAN, NEW
ZEALAND OR SOUTH AFRICA. THE TENDER OFFER CANNOT BE ACCEPTED, DIRECTLY OR
INDIRECTLY, BY ANY SUCH USE, MEANS OR INSTRUMENTALITY OR FROM WITHIN, AUSTRALIA,
CANADA, HONG KONG, JAPAN, NEW ZEALAND OR SOUTH AFRICA AND ANY PURPORTED
ACCEPTANCE OF THE TENDER OFFER RESULTING DIRECTLY OR INDIRECTLY FROM A VIOLATION
OF THESE RESTRICTIONS WILL BE INVALID.

THIS STOCK EXCHANGE RELEASE HAS BEEN PREPARED IN COMPLIANCE WITH FINNISH LAW,
THE RULES OF NASDAQ HELSINKI AND THE HELSINKI TAKEOVER CODE AND THE INFORMATION
DISCLOSED MAY NOT BE THE SAME AS THAT WHICH WOULD HAVE BEEN DISCLOSED IF THIS
ANNOUNCEMENT HAD BEEN PREPARED IN ACCORDANCE WITH THE LAWS OF JURISDICTIONS
OUTSIDE OF FINLAND.

Information for shareholders of Basware in the United States

Shareholders of Basware in the United States are advised that the Shares are not
listed on a U.S. securities exchange and that Basware is not subject to the
periodic reporting requirements of the U.S. Securities Exchange Act of 1934, as
amended (the “Exchange Act”), and is not required to, and does not, file any
reports with the U.S. Securities and Exchange Commission (the “SEC”) thereunder.

The Tender Offer will be made for the issued and outstanding shares of Basware,
which is domiciled in Finland, and is subject to Finnish disclosure and
procedural requirements. The Tender Offer is made in the United States pursuant
to Section 14(e) and Regulation 14E under the Exchange Act, subject to
exemptions provided by Rule 14d-1(d) under the Exchange Act for a “Tier II”
tender offer, and otherwise in accordance with the disclosure and procedural
requirements of Finnish law, including with respect to the Tender Offer
timetable, settlement procedures, withdrawal, waiver of conditions and timing of
payments, which are different from those of the United States. In particular,
the financial information included in this announcement has been prepared in
accordance with applicable accounting standards in Finland, which may not be
comparable to the financial statements or financial information of U.S.
companies. The Tender Offer is made to the Company’s shareholders resident in
the United States on the same terms and conditions as those made to all other
shareholders of the Company to whom an offer is made.

To the extent permissible under applicable law or regulations, the Offeror and
its affiliates or its brokers and its brokers’ affiliates (acting as agents for
the Offeror or its affiliates, as applicable) may from time to time after the
date of this stock exchange release and during the pendency of the Tender Offer,
and other than pursuant to the Tender Offer, directly or indirectly, purchase or
arrange to purchase the Shares or any securities that are convertible into,
exchangeable for or exercisable for the Shares. These purchases may occur either
in the open market at prevailing prices or in private transactions at negotiated
prices. To the extent information about such purchases or arrangements to
purchase is made public in Finland, such information will be disclosed by means
of a press release or other means reasonably calculated to inform U.S.
shareholders of such information. No purchases will be made outside the Tender
Offer in the United States by or on behalf of the Offeror. In addition, the
financial advisers to the Offeror may also engage in ordinary course trading
activities in securities of the Company, which may include purchases or
arrangements to purchase such securities. To the extent required in Finland, any
information about such purchases will be made public in Finland in the manner
required by Finnish law.

Neither the SEC nor any U.S. state securities commission has approved or
disapproved the Tender Offer, passed upon the merits or fairness of the Tender
Offer, or passed any comment upon the adequacy, accuracy or completeness of the
disclosure in this stock exchange release. Any representation to the contrary is
a criminal offence in the United States.

The receipt of cash pursuant to the Tender Offer by a U.S. holder of Shares may
be a taxable transaction for U.S. federal income tax purposes and under
applicable U.S. state and local, as well as foreign and other, tax laws. Each
holder of Shares is urged to consult its independent professional adviser
immediately regarding the tax consequences of accepting the Tender Offer.

It may be difficult for the Company’s shareholders to enforce their rights and
any claims they may have arising under the U.S. federal securities laws, since
the Company is located in a non-U.S. jurisdiction, and some or all of its
officers and directors may be residents of non-U.S. jurisdictions. The Company’s
shareholders may not be able to sue the Company or its officers or directors in
a non-U.S. court for violations of the U.S. federal securities laws. It may be
difficult to compel the Company and its affiliates to subject themselves to a
U.S. court’s judgment.

Forward-looking statements

This stock exchange release contains statements that, to the extent they are not
historical facts, constitute “forward-looking statements”. Forward-looking
statements include statements concerning plans, expectations, projections,
objectives, targets, goals, strategies, future events, future revenues or
performance, capital expenditures, financing needs, plans or intentions relating
to acquisitions, competitive strengths and weaknesses, plans or goals relating
to financial position, future operations and development, business strategy and
the trends in the industries and the political and legal environment and other
information that is not historical information. In some instances, they can be
identified by the use of forward-looking terminology, including the terms
believes”, “intends”, “may”, “will” or “should” or, in each case, their negative
or variations on comparable terminology. By their very nature, forward-looking
statements involve inherent risks, uncertainties and assumptions, both general
and specific, and risks exist that the predictions, forecasts, projections and
other forward-looking statements will not be achieved. Given these risks,
uncertainties and assumptions, investors are cautioned not to place undue
reliance on such forward-looking statements. Any forward-looking statements
contained herein speak only as at the date of this stock exchange release.

Disclaimer

Goldman Sachs International, which is authorized by the Prudential Regulation
Authority and regulated by the Financial Conduct Authority and the Prudential
Regulation Authority in the United Kingdom, is acting exclusively for Basware
and no one else in connection with the Tender Offer and the matters set out in
this announcement. Neither Goldman Sachs International nor its affiliates, nor
their respective partners, directors, officers, employees or agents are
responsible to anyone other than Basware for providing the protections afforded
to clients of Goldman Sachs International, or for giving advice in connection
with the Tender Offer or any matter or arrangement referred to in this
announcement.

Attachments: