The Board of Directors and the owners of EPiServer Group AB (publ) (“EPiServer” or the “Company”) have decided to implement a diversification of ownership of shares in the Company through a combined new issue and sale of existing shares. The Board of Directors of EPiServer has also applied for listing of the Company’s shares on NASDAQ OMX Stockholm with an expected first day of trading on June 30, 2010.
The offering comprises a total of 5,038,025 shares in EPiServer, corresponding to approximately 41.6 percent of the shares in the Company, and an over-allotment option of up to 503,803 shares. If the over-allotment option is fully exercised, the offer comprises a total of 5,541,828 shares, corresponding to approximately 45,7 percent of the shares in EPiServer
– New issue of 1,600,000 shares, which will provide EPiServer with approximately SEK 83 – 96m
– Offering of 3,438,025 existing shares
The selling price is expected be set in the interval of SEK 52 – 60 per share
Subject to the offering being fully implemented and the over-allotment option being fully exercised, the total value of the offering will amount to approximately SEK 288 – 333m, corresponding to a value of outstanding shares in the Company of approximately SEK 630 – 727 including the new issue
The application period for the general public runs from and including June 15, 2010, up to and including June 28, 2010
The book building period for institutional investors runs up to and including June 29, 2010
The expected first day of trading on NASDAQ OMX Stockholm is June 30, 2010
These materials are not an offer for sale of securities. The securities have not been registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), and may not be offered or sold in the United States absent registration or an exemption from the registration requirements of the Securities Act. The company does not intend to register any part of the offering in the United States or to conduct a public offering of securities in the United States.
Any offering of securities will be made by means of a prospectus that may be obtained from the issuer or selling security holder and that will contain detailed information about the company and management, as well as financial statements.
In any EEA Member State that has implemented Directive 2003/71/EC (together with any applicable implementing measures in any member State, the “Prospectus Directive”), this communication is only addressed to and is only directed at qualified investors in that Member State within the meaning of the Prospectus Directive.
This communication is only being distributed to and is only directed at (i) persons who are outside the United Kingdom or (ii) to investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”) or (iii) a person falling within Article 49(2)(a) to (d) (“high net worth companies, unincorporated associations, etc”) of the Order ((i) to (iii) above together being referred to as “relevant persons”). The securities are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such securities will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on this document or any of its contents.
“EPiServer serves a fast growing market for products and services that enable companies and organisations to create an online presence engaging their customers and thereby driving their business performance. A stock market listing is in my experience advantageous for companies in EPiServer’s development phase. A listing contributes to an increased knowledge about the company and strengthens our profile towards new and existing partners, end customers and employees and creates a solid base of long-term institutional and private shareholders”, says Martin Henricson, CEO of EPiServer.
“EPiServer is an exciting software company with a history dating back to the early 90’s. We are a Swedish based company but are active on a global market. We have grown organically both in new geographies and with new products and thanks to our partner model we have done so with solid profitability and strong underlying cash flows. We look forward to continuing this journey as a listed company”, says Peter Larsson, Chairman of EPiServer.
Background and reasons
EPiServer develops and sells a software platform for Web content management and has, since its founding in 1994, been a high-growth and profitable company. In recent years, EPiServer has complemented its offering of products and services to meet the demands of its end customers in being able to engage and interact with their visitors online. As the use of the Internet increases and becomes more advanced, the market for EPiServer’s products and services is growing rapidly. As a result, the online presence of companies has become increasingly important, opening many exciting new growth opportunities for EPiServer in the future.
EPiServer’s Board of Directors is of the opinion that the Company has attained a high level of maturity regarding the internal organization and structure and market position, that the Company is now ready for a listing. The Board of Directors is of the opinion that the Company will benefit from a listing, as it will strengthen the company’s profile towards present and future partners, employees and customers. In addition, a listing enables increased financial flexibility and lays the foundation for a broad and long term ownership. In connection with the listing, a primary issue of approximately MSEK 83 – 96 will be undertaken as part of the offer. The Board of Directors is of the opinion that a stronger capital base strengthens EPiServer’s position as a long term and attractive business partner for partners and end customers. Furthermore, the Board of Directors anticipate that a stronger financial position will increase opportunities to make smaller acquisitions that complement the existing product portfolio.
The selling shareholders primarily consist of venture capital investors: Amadeus Capital, Monterro Holdings, Northzone Ventures and Mikael Runhem and family. As part of their business strategy, the aforementioned investors invest in companies at an early stage of their development. A divestment of all or part of their holdings in a company such as EPiServer, which has reached a greater level of maturity, is in line with their investment strategy. In addition, Mikael Runhem, who ceased his active involvement in the Company a year ago, has chosen to offer part of his and his family’s shares for sale.
EPiServer in brief
EPiServer is a Swedish software company with an average annual revenue growth of 34 percent over the last five years. Sales to end customers are primarily made through EPiServer’s partner network, consisting of about 450 partner companies in about 30 countries. EPiServer sells Web hosting services directly to end customers.
EPiServer offers a very broad range of products and services, including infrastructure to enable a professional online presence (Web hosting and Web content management), possibility to drive Web traffic to the Web site (online marketing), engage visitors (communities), enable commerce (e- commerce solution) and being able to follow and optimize the online presence in real time.
Today, EPiServer has over 3,000 end customers with approximately 9,500 Web sites. EPiServer has its head office in Sweden, where the research and development department is also based. In addition, the Company is represented in Australia, Denmark, Finland, the Netherlands, Norway, the United Kingdom, South Africa and the United States. The Company currently has 111 employees. In addition, EPiServer has development resources in Vietnam and Ukraine as well as a test team in India.
In 2009, EPiServer’s net sales amounted to SEK 192m and the operating profit amounted to SEK 39m, corresponding to growth of 35 percent compared to 2008 and an operating margin of approximately 20 percent.
EPiServer has two financial targets:
Average growth in sales over an extended period of time shall amount to 25 percent per year excluding acquisitions.
Average operating margin over an extended period of time shall equal 20 percent.
Facts about the offering
In accordance with the conditions of the offering, which are described in the Company’s prospectus, the Board of Directors of EPiServer intends to increase the share capital by SEK 480,000 to SEK 3,634,534.50 through a new issue of 1,600,000 shares. The price per share is decided through a book-building procedure and is estimated to be set within the range of SEK 52 – 60. Depending on the final price, the new share issue will contribute capital to EPiServer of between SEK 83m and SEK 96m before issue costs. Certain shareholders of EPiServer have decided to offer the sale of 3,438,025 existing shares, corresponding to approximately 28.4 percent of the shares and votes in the Company, subject to the offering being fully implemented. In addition to this, certain of the larger shareholders of EPiServer have undertaken, at the request of SEB Enskilda, to sell a further maximum of 503,803 shares in order to cover possible over-allotment in connection with the offering.
Provided the offering is fully subscribed and that the over-allotment option is fully exercised, the offering consists of 5,541,828 shares, corresponding to 45,7 percent of the shares and votes in EPiServer and a value of approximately SEK 288 – 333m.
Institutional investors both in and outside Sweden, as well as the general public in Sweden are offered the opportunity to acquire shares in the offering. The selling price in the offer to the general public will not exceed SEK 60 per share. Commission will not be charged.
After the present offer, and subject to the over-allotment option being fully exercised, Amadeus Capital and Northzone Ventures will hold approximately 10.8 percent of the shares and votes respectively. The founder, Mikael Runhem and family, will hold approximately 9.2 percent. Monterro Holdings and Martin Bjäringer will hold approximately 7.6 and 5.4 percent respectively. Current owners will together hold approximately 54.3 percent of the shares in EPiServer after the offer.
SEB Enskilda is Lead Manager and Bookrunner in the offer.
The prospectus is available on EPiServer’s Web site www.episerver.com/investors from June 14, 2010. From the same day, the prospectus is also available on www.seb.se/prospekt and www.avanza.se. The prospectus can also be obtained at EPiServer’s head office, Regeringsgatan 67, Stockholm, at SEB Enskilda, Kungsträdgårdsgatan 8, Stockholm, at Avanza, Klarabergsgatan 60, Stockholm or from any of SEB’s offices in Sweden.
Preliminary timetable
Publication of prospectus Application period for the general public Book-building period for institutional investors Expected first day of trading
For additional information, please see www.episerver.com/investors or contact:
Martin Henricson, CEO, +46 8 555 27 00 or +46 70 995 08 73 Maria Wasing, Investor Relations, +46 8 555 827 98 or +46 73 852 17 52