Stockholm, Sweden, 29 November 2016
Edgeware AB (“Edgeware” or the “Company”), a global high-tech company that enables effective and scalable TV and video streaming over the internet, has decided to list the Company’s shares on Nasdaq Stockholm (the “Offering”). The prospectus and the price range for the Offering will be published today 29 November 2016 and the first day of trading is expected to be around 9 December 2016.
• The Offering is directed to the general public in Sweden and to institutional investors in Sweden and abroad.
• The Offering comprises a minimum of 13,215,205 and a maximum of 14,951,587 shares, of which a minimum of 5,000,000 and a maximum of 6,000,000 are newly issued shares offered by the Company and a minimum of 8,215,205 and a maximum of 8,951,587 are shares offered by the selling shareholders .
• The newly issued shares are expected to provide the Company with gross proceeds of approximately SEK 150 million before deduction of costs related to the Offering. The Company intends to use the net proceeds from the primary offering to expand its sales organisation, conduct selective acquisitions and strengthen its balance sheet.
• In order to cover potential over-allotment in the Offering, the principal owners have undertaken to sell a maximum of 2,242,735 additional shares, corresponding to approximately 13 percent of the total number of shares in the Offering (the “Over-Allotment Option”). Given full exercise of the Over-Allotment Option, the Offering will comprise a minimum of 15,197,483 and a maximum of 17,194,322 shares, corresponding to a minimum of 51.5 percent and a maximum of 52.7 percent of the total number of shares outstanding in the Company after completion of the Offering.
• The offering price is expected to be set within the range SEK 25-30 per share, corresponding to a total value of the Company’s shares of SEK 816-885 million and the offering price is expected to be published 9 December 2016.
• Five institutional investors, Catella Fondförvaltning AB, Grenspecialisten Förvaltning AB, LMK Forward AB, Swedbank Robur Fonder AB and OstVast Capital Management Ltd (together the “Cornerstone Investors”) have, under certain conditions, committed to acquire shares in the Offering corresponding in total to approximately 54.4 percent of the total number of shares in the Offering (Based on full subscription in the Offering and a final price in the Offering equal to the midpoint of the price range, SEK 27.5).
Undertaking to acquire shares
|Amount (SEKm)||Number of shares*||Percent in the Offering*||Percent of total number of shares in the Company*|
|Catella Fondförvaltning AB||40||1,454,545||10.4%||4.7%|
|Grenspecialisten Förvaltning AB||50||1,818,181||13.0%||5.9%|
|LMK Forward AB||30||1,090,909||7.8%||3.5%|
|Swedbank Robur Fonder AB||6-8%||2,165,454||15.5%||7.0%|
|OstVast Capital Management Ltd||30||1,090,909||7.8%||3.5%|
* Based on full subscription in the Offering and a final price in the Offering equal to the midpoint of the price range (SEK 27.5)
• Resolution on allotment of shares will be made by the Company’s Board of Directors in consultation with the selling shareholders and Joint Bookrunners, with the goal to achieve wide distribution of shares. However, Cornerstone Investors are guaranteed allotment in accordance with their undertaking.
• The application period for the Offering to the general public in Sweden starts on 30 November 2016 and is expected to close on 7 December 2016.
• The bookbuilding period for institutional investors starts on 30 November 2016 and is expected to close on 8 December 2016.
• Trading in Edgeware shares on Nasdaq Stockholm is expected to begin 9 December, 2016 and settlement is expected to take place 13 December, 2016.
• The shares will trade under the ticker “EDGE”.
• Carnegie Investment Bank is Global Coordinator and Joint Bookrunner and Handelsbanken Capital Markets is Joint Bookrunner in the Offering.
Joachim Roos, CEO of Edgeware, comments:
“The market for TV and video streaming is expected to continue growing rapidly and in recent years we have received several break-through orders with large operators, broadcasters and content owners worldwide. We have good opportunities to further advance our position and help our customers to deliver amazing TV with our unique solution. By the now planned listing and capital raising, we intend to finance further growth.”
Mike Ruffolo, Chairman of the Board of Edgeware comments:
“Edgeware’s impressive growth, compelling suite of products and global customer base enables the company to be a strong addition to Nasdaq Stockholm. Edgeware benefits from a long-term favourable industry trend and its differentiated and scalable technology. The opportunities for continued profitable growth are excellent.”
Jason Pinto, Partner, Amadeus Capital Partners and Board member comments:
“Edgeware’s technology allows broadcasters and content owners to support the high-quality and flexible viewing services that today’s consumer demands. With fantastic TV content now available across multiple devices, Edgeware is in the right place at the right time to build an even stronger business in years to come.”
Staffan Helgesson, General Partner Creandum and Board member comments:
“Edgeware’s development since the company’s foundation in 2004 has been tremendous and as the first investor, Creandum are proud to have been involved all the way to this listing on Nasdaq Stockholm. Through the listing more investors will get the opportunity to participate in the company’s continued journey in the exciting video streaming industry.”
Edgeware in brief
Edgeware was founded in 2004 and has since evolved into a global, high-tech company that develops and offers hardware and software systems as well as associated services that enable effective and scalable TV and video streaming over IP. The Company’s solutions are primarily sold to telecom and cable operators as well as broadcasters and content owners that want to efficiently, securely and cost-efficiently make TV and video content available to their viewers.
Edgeware’s solutions are based on creating a decentralized content delivery network (CDN), where the Company’s hardware and software ensure that customers’ viewers can stream content from servers at the edge of a network, located closest to the viewer. This intelligently designed decentralised system ensures a high level of quality and delivery reliability and reduces the traffic load in the backhaul network (the network between the customers’ central data centre and the final part of the network, closest to the viewer).
Between 2007 and 2015, the Company’s net sales grew by an average annual rate of 41 percent per year and Edgeware’s net sales for the 12-month period ending 30 September 2016 amounted to SEK 232m and the gross margin to 69 percent.
Background and reasons for the Offering
The Offering and listing will broaden the Company’s shareholder base, increase Edgeware’s capital and provide Edgeware with access to the Swedish and international capital markets, and thereby expanding the Company’s financing options, which are deemed to promote the Company’s continued growth and development. The board and Edgeware’s management believe, together with the selling shareholders, that the issue of new shares and listing of the Company’s shares is a logical and important step in Edgeware’s development so as to be able to capitalize on growth opportunities and to further strengthen the Company’s market position and increase awareness about Edgeware and its products and technology.
Edgeware intends to use the proceeds to:
• Finance Edgeware’s continued growth: The Company sees several potential growth areas and intends to use part of the proceeds to capitalize on them. Edgeware’s main focus will be expanding the Company’s sales organization and Edgeware intends to double the sales organization over the next two years to increase the Company’s geographic coverage.
• Finance acquisitions: The net proceeds may also be used to finance potential acquisitions. The Company believes that there is potential for consolidation in the market and has identified acquisition targets that could strengthen Edgeware’s market position and product offering.
• Strengthen the Company’s financial position: The Company believes that a stronger financial position could increase the Company’s ability to undertake larger and more complex business transactions with customers and partners around the world.
Prospectus and application
A prospectus, containing the Offering’s complete terms and conditions, will be published today on Edgeware’s website (www.edgeware.tv), Carnegie’s website (www.carnegie.se), Handelsbanken’s website for prospectuses (www.handelsbanken.se/investeringserbjudande), Avanza’s website (www.avanza.se) and Nordnet’s website (www.nordnet.se). Applications from the general public are referred to Handelsbanken, Avanza and Nordnet, depending on where one is a customer.
|Application period for the general public||30 Nov 2016 – 7 Dec 2016|
|Application period for institutional investors||30 Nov 2016 – 8 Dec 2016|
|First day of trading on Nasdaq Stockholm||9 Dec 2016|
|Settlement date||13 Dec 2016|
Carnegie Investment Bank is acting as Global Coordinator and Joint Bookrunner and Handelsbanken Capital Markets is acting as Joint Bookrunner in the Offering. Advokatfirman Vinge is legal advisor to Edgeware. Baker & McKenzie Advokatbyrå KB is legal adviser to the Global Coordinator and Joint Bookrunners.
For further information, please contact:
Gunilla Wikman, IR Manager, +4670-763 81 25, email@example.com
About Amadeus Capital Partners
Amadeus Capital Partners is a global technology investor. Since its inception in 1997, the firm has raised over USD 1bn for investment and backed more than 100 companies in the software, mobile, internet, cyber security and medical technology sectors. The investment team has deep experience in technology and invests in high-growth companies from early stage to pre-IPO. www.amadeuscapital.com
Creandum is a leading European venture capital investor, focusing on innovative and fast-growing technology companies. The Creandum funds have over €400M under management and have over the last decade invested in more than 60 companies including Spotify, Tictail, iZettle, and Vivino. www.creandum.com
About Catella Fondförvaltning AB
Catella Fonder, founded in 1997, is an active fund manager focusing on the Nordic markets. Catella manages equity funds, alternative funds, balanced funds and credit funds. Catella Fonder currently has approximately SEK 45 billion under management.
About Grenspecialisten Förvaltning AB
Grenspecialisten Förvaltning AB is owned and managed by Martin Gren, co-founder of Axis Communications, together with Mikael Karlsson and Keith Bloodworth.
About LMK Forward AB
LMK Forward AB is a wholly-owned subsidiary to LMK Industri (Lars Mikael Karlsson) AB, a Nordic privately owned investment company with investments in several companies, including Hotel Kungsträdgården, Lapland Resorts and Axis Communications (divested in 2015). The basis of LMK Industri’s financial assets originates from Axis Communications, where Mikael Karlsson was one of the co-founders alongside Martin Gren. LMK Industri’s investments are focused on contributing to the creation of new successful Swedish companies, primarily within energy and IT.
About Swedbank Robur Fonder AB
Robur is one of Scandinavia’s largest mutual fund managers and a wholly owned subsidiary of Swedbank. Robur offers savings products for private individuals and institutional clients through investment funds and discretionary investment management.
About OstVast Capital Management Ltd
OstVast Capital Management Ltd is a single-family office, focused on publicly listed small and medium-sized enterprises in Europe.
This announcement is not and does not form a part of any offer for sale of securities.
Copies of this announcement are not being made and may not be distributed or sent into the United States, Australia, Canada, Japan or any other jurisdiction in which such distribution would be unlawful or would require registration or other measures. The securities referred to in this announcement have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), and accordingly may not be offered or sold in the United States absent registration or an exemption from the registration requirements of the Securities Act and in accordance with applicable U.S. state securities laws. The Company does not intend to register any offering in the United States or to conduct a public offering of securities in the United States.
Any offering of the securities referred to in this announcement will be made by means of a prospectus. This announcement is not a prospectus for the purposes of Directive 2003/71/EC (together with any applicable implementing measures in any Member State, the “Prospectus Directive”). Investors should not invest in any securities referred to in this announcement except on the basis of information contained in the aforementioned prospectus.
In any EEA Member State other than Sweden that has implemented 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, i.e., only to investors who can receive the offer without an approved prospectus in such EEA Member State.
This communication is only being distributed to and is only directed at persons in the United Kingdom that are (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Order”) or (ii) high net worth entities, and other persons to whom this announcement may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as “Relevant Persons”). This communication must not be acted on or relied on by persons who are not Relevant Persons. Any investment or investment activity to which this communication relates is available only to Relevant Persons and will be engaged in only with Relevant Persons. Persons distributing this communication must satisfy themselves that it is lawful to do so.
Matters discussed in this announcement may constitute forward-looking statements. Forward-looking statements are statements that are not historical facts and may be identified by words such as “believe,” “expect,” “anticipate,” “intends,” “estimate,” “will,” “may,” “continue,” “should” and similar expressions. The forward-looking statements in this release are based upon various assumptions, many of which are based, in turn, upon further assumptions. Although the Company believes that these assumptions were reasonable when made, these assumptions are inherently subject to significant known and unknown risks, uncertainties, contingencies and other important factors which are difficult or impossible to predict and are beyond its control. Such risks, uncertainties, contingencies and other important factors could cause actual events to differ materially from the expectations expressed or implied in this release by such forward-looking statements. The information, opinions and forward-looking statements contained in this announcement speak only as at its date, and are subject to change without notice.
In connection with the offer or sale of securities referred to herein, the Managers may over-allot securities/conduct stabilization or effect transactions with a view to supporting the market price of the securities at a level higher than that which might otherwise prevail. Any stabilization action or over-allotment will be conducted by the Managers in accordance with all applicable laws and rules.