Efecte Plc has made a voluntary public tender offer for all shares in InteliWISE S.A.
Efecte Oyj
7 min read
Efecte Oyj
EFECTE PLC -- INSIDE INFORMATION -- 27 MAY 2022 at 09.30
Efecte Plc has made a voluntary public tender offer for all shares in InteliWISE S.A.
THIS ANNOUNCEMENT IS FOR INFORMATION ONLY AND IT IS NOT AN OFFER TO BUY OR SOLICITATION OF OFFERS TO BUY ANY SECURITIES. INFORMATION REGARDING THE OFFER TO THE SHAREHOLDERS OF INTELIWISE S.A. AS ANNOUNCED IN A SEPARATE PRESS RELEASE IS AVAILABLE ONLY TO SHAREHOLDERS IN CERTAIN PERMITTED JURISDICTIONS. THIS ANNOUNCEMENT MAY NOT BE DISTRIBUTED IN OR INTO AUSTRALIA, CANADA, HONG KONG, JAPAN, NEW ZEALAND, SOUTH AFRICA, SWITZERLAND OR THE UNITED STATES.
Efecte has announced a voluntary cash offer to the shareholders of Polish conversational artificial intelligence (AI) company InteliWISE S.A. (“InteliWISE”) to tender all their shares in InteliWISE to Efecte for a consideration of PLN 3.99 (approximately EUR 0.87) in cash per share (the “Offer”). The largest shareholders of Inteliwise representing approximately 66.3 % of all shares and voting rights have irrevocably undertaken to accept the voluntary tender offer. The total value of the Offer based on all 6 858 915 shares in InteliWISE amounts to approximately PLN 27.4 million (approximately EUR 5.9 million). InteliWISE is a conversational artificial intelligence (AI) SaaS company listed on Warsaw NewConnect alternative marketplace. InteliWISE would provide Efecte with a solid addition to Efecte’s technology portfolio, strong R&D team and go-to-market capabilities especially in Poland.
Enabling digitalization and automation of work with exceptional experiences
Efecte helps people digitalize and automate their work and aims to become the Leading European Alternative in service management. Investing in our product to further strengthen differentiation and our technology platform is a key part of our strategy. The planned acquisition is an outcome of the screening of almost 100 acquisition targets that we announced and started in 2021.
InteliWISE’s conversational AI technology would strengthen our platform, enabling digitalization and automation of work with exceptional experiences for everybody involved. Customers would be able to take their employee experience to the next level and benefit from increased digitalization and automation of any service processes. The planned acquisition would open Poland as a new direct market for Efecte and bring InteliWISE’s offerings available to customers across Europe through our sales organization and partner channel.
Together with the talented InteliWISE team of 49 professionals, we would also be able to build on Poland as a location for R&D, professional services and customer success. This would be a natural step for us following our long-term collaboration with R&D partners in Poland.
While our guidance for 2022 remains unchanged, there would obviously be a positive impact on our SaaS growth. Building on sales and other synergies, we expect that the EPS impact of the planned acquisition would become positive towards the end of 2023.
Efecte CEO Niilo Fredrikson: “We have worked intensively with the InteliWISE team over the last months and become convinced that this would be a great technology and culture fit. I am excited about the deal as it aligns with our strategy and brings us one step closer to fulfilling our vision of becoming the Leading European Alternative in our space.”
InteliWISE CEO Marcin Strzalkowski: “We’re honored with Efecte’s invitation to build together a strong European leader in digitalization and automation software. With Efecte’s diverse team, cross-European aspirations and comprehensive solutions we are well positioned to empowering today's workforce to work smarter, not harder. InteliWISE’s natural, conversational AI interfaces, Polish IT talent pool and entrepreneurial drive will be a complimentary boost in the winning mix.”
Summary of the Offer
Pursuant to the Offer, the shareholders of InteliWISE are offered PLN 3.99 (approximately EUR 0.87) in cash per share in InteliWISE. The total value of the Offer based on all 6,858,915 shares in InteliWISE amounts to approximately PLN 27.4 million (approximately EUR 5.9 million).
The Offer consideration represents a premium of 85.6 percent compared to the closing price of PLN 2.15 (approximately EUR 0.47) of InteliWISE’s share on New Connect on the last day of trading before the announcement of the Offer.
The largest shareholders of InteliWISE representing approximately 66.3 % of all shares and voting rights have unconditionally undertaken to participate in the Offer.
Efecte may in its discretion decide not to conclude the transaction if Efecte does not reach a minimum threshold of 95% of shares in InteliWISE during the subscription period or if a material adverse change in or affecting the condition of InteliWISE occurs. Efecte may in its discretion also decide to conclude the transaction even if it does not reach the minimum threshold of 95%.
The subscription period for the Offer commences on or about 30 May 2022 and is expected to end on or about 29 June 2022. Expected settlement date is 1 July 2022. Efecte can extend the subscription period within statutory limits if required for the success of the Offer.
The Offer is subject to Polish law and applicable rules in Poland.
Overview of InteliWISE
InteliWISE is a conversational artificial intelligence (AI) company. InteliWISE provides customers with AI-powered solutions that enable intelligent automation of customer service, marketing and sales. InteliWISE’s AI Voice Assistants, omnichannel cloud contact center and team video-chat software are delivered both as a cloud service and installed on the company’s servers (on-premises). InteliWISE’s US-patented software enabling omnichannel interactions consists of AI-powered natural language processing (NLP), leading customer service and e-commerce technologies.
A strong customers base with global brands, including financial institutions, insurance and e-commerce leaders have used InteliWISE products in their digital transformation projects. InteliWISE has a number of public sector customers in Poland, including its largest customer that represents a substantial share of its revenue, the contracts for which are concluded for a fixed term and are retendered regularly. InteliWISE has won the retender for the largest customer multiple times in the past.
InteliWISE’s unaudited net sales in 2021 was PLN 4.3 million (approximately EUR 0.9 million), EBITDA was PLN 0.2 million (approximately EUR 0.1 million) and operating profit PLN 0.2 million (approximately EUR 0.0 million). InteliWISE employs around 49 professionals and is headquartered in Warsaw, Poland. In addition, InteliWISE has an office in Lublin, Poland. A majority of InteliWISE’s revenue is recurring revenue from the sales of its software and related services.
InteliWISE’s unaudited balance sheet totaled to PLN 1.7 million (approximately EUR 0.4 million) in the end of 2021. Total equity was PLN 1.4 million (approximately EUR 0.3 million), loans from financial institutions amounted to PLN 0.0 million (approximately EUR 0.0 million), and cash and cash equivalents was PLN 0.5 million (approximately EUR 0.1 million).
Consideration and financing
Efecte will finance the acquisition fully by cash. Efecte has currently no interest-bearing loan. Efecte is exploring an opportunity to raise financial loans of up to 2 MEUR at a later stage of the process to support financing the transaction.
According to a share purchase agreements concluded between certain major shareholders of InteliWISE and Efecte, the CEO and CTO of the target as well as the largest shareholder of InteliWISE have unconditionally undertaken to subscribe shares in Efecte after settlement of the Offer. Our estimated net proceeds from the share subscription are approximately EUR 1.2 million. The subscription price for shares will be 11.12 euros per share, equaling to 30-day volume weighted average price of Efecte before the announcement, and the directed share issuance will be based on the authorization granted by the Annual General Meeting on 17 March 2022 to the Board of Directors of Efecte. The subscribed shares will be subject to customary trading restrictions. The directed share issue will be implemented as part of a transaction which supports the execution of Efecte’s strategy and there is a compelling financial reason for Efecte to deviate from shareholders' pre-emptive subscription right.
The directed share issuance is conditional to successful conclusion of the tender offer, no major adverse change in InteliWISE and an approval by the Board of Directors of Efecte.
Financial and Legal Advisors
Sisu Partners Oy acts as the lead financial advisor and Domanski Zakrzewski Palinka (DZP) as the lead legal advisor for Efecte in connection with the transaction. The financial advisor of the Inteliwise Group in the transaction is CC Group, while the legal advisor is CDZ Chajec i Wspólnicy.
Efecte guidance for 2022 (unchanged)
SaaS net sales is expected to grow over 20% and EBITDA to be positive, excluding any potential costs from inorganic activities.
Efecte long-term financial targets (unchanged)
By 2025, grow organically to 35 MEUR total net sales, maintain an average SaaS growth of over 20% and reach a double-digit EBITDA margin.
Through organic growth and acquisitions, become eventually the largest European service management vendor with total net sales over 100 MEUR and EBITDA margin exceeding 25%.
Live webcast
Efecte will hold a webcast concerning the Offer to all investors, analysts and media on Monday 30 May 2022 at 10:00 EEST.
You can register to and follow the event at https://www.efecte.com/efecte-webcast. The webcast will be in English and written questions can be presented in the webcast portal. A recording and presentation materials will be made available afterwards on the Efecte’s investor pages at investors.efecte.com.
Certified adviser: Evli Oyj, tel. +358 40 579 6210
Efecte Plc
Efecte helps people digitalize and automate their work. Customers across Europe leverage our cloud service to operate with greater agility, to improve the experience of end-users, and to save costs. The use cases for our solutions range from IT service management and ticketing to improving employee experiences, business workflows, and customer service. We are the European Alternative to the global goliaths in our space. Our headquarters is located in Finland and we have regional hubs in Germany and Sweden. Efecte is listed on the Nasdaq First North Growth Market Finland marketplace.
