TORONTO, Jan. 11,
2024 /PRNewswire/ -- Thomson Reuters Corporation
(NYSE / TSX: TRI) ("Thomson Reuters") a global content and
technology company, has today announced a recommended public tender
offer to acquire 100 per cent of the shares of Pagero Group AB
(publ) (Nasdaq First North Growth Market: PAGERO) ("Pagero" or the
"Company") at a price of SEK 40 in
cash per share, valuing all shares in Pagero to approximately
SEK 6.4 billion (the "Offer"). The
Offer is conditioned by acceptance by over 90 per cent of the
Company's shareholders.
Pagero is a global leader in e-invoicing and indirect tax
solutions, which it delivers through its Smart Business Network.
The Company links customers, suppliers, and institutions, allowing
for the automated, compliant, and secure exchange of digital
orders, invoices, and other business documents.
Thomson Reuters' acquisition of Pagero will build on the
strategic partnership announced in February
2023, and is expected to accelerate the companies' joint
vision for a connected suite of global indirect tax, reporting and
e-invoicing capabilities. As many countries move towards real-time
digital tax regimes, the e-invoicing compliance capabilities of
Pagero complement and expand Thomson Reuters' indirect tax
offerings, providing enhanced compliance and workflow automation
benefits to customers.
"Pagero is a leading global provider of e-invoicing and
indirect tax solutions, supporting customers as they navigate
an ever-evolving regulatory and technology
landscape," said Steve
Hasker, President and CEO of Thomson Reuters. "Our
successful commercial partnership with Pagero provides confidence
in the strategic and cultural fit, and the opportunity to bring its
e-invoicing capabilities together with our ONESOURCE indirect tax
offerings - we're excited about the growth potential of this
combination."
Benefits of the proposed acquisition
- Significant e-invoicing growth opportunity – More
than 80 countries have announced or introduced legal requirements
for e-invoicing and continuous transaction control (CTC)
regulations with the aim of ensuring tax compliance and increased
transparency. The resulting compliance burden on global companies
is significant and is expected to drive continued robust growth for
e-invoicing solutions like Pagero's for many years into the
future.
- Pagero provides market leading solutions – Pagero offers
a comprehensive suite of global e-invoicing and digital
communications solutions through a single, modern and open
technology platform. The Company's Smart Business Network links its
90,000 customers with over 14 million connected companies,
providing emerging "network" effects as it continues to scale.
- Compelling strategic fit – The combination of
Pagero's e-invoicing compliance capabilities with the indirect tax
determination and reporting from Thomson Reuters' ONESOURCE should
yield significant benefits for customers, including enhanced
compliance capabilities, workflow automation, and global scale
through a single trusted vendor. Over time, Thomson Reuters sees
opportunities to leverage Pagero's open communications network to
deliver additional compliance offerings, including for global trade
management and supply chain/vendor risk.
- Attractive financial model – Pagero has a
high-quality revenue mix (87 per cent recurring) and proven track
record of double-digit revenue growth. It is highly profitable in
scaled markets and believes it has a pathway to robust overall
profitability in the next few years as its investment markets
scale.
Steve Hasker, concludes, "With
our significant financial capacity, global presence, and broad
expertise, we are well positioned to invest in our shared vision to
provide customers with automated, secure, and compliant
solutions that inform the way forward. We believe the Offer we have
presented today reflects an attractive premium for shareholders,
supported by the recommendation from Pagero's independent bid
committee, and that Thomson Reuters will provide the best home
where Pagero and its employees can thrive."
Transaction details
The acceptance period of the
Offer is expected to commence on or around January 12, 2024 and end on or around
February 9, 2024. An offer document
regarding the Offer is expected to be made public on this day,
January 11, 2024. Subject to the
Offer being declared unconditional on 9
February, 2024, Thomson Reuters expects to commence the
settlement of the consideration in the Offer on or around
16 February, 2024. The Offer is
conditioned by acceptance by over 90 per cent of the Company's
shareholders.
The Offer represents a premium of 11.1 per cent compared to the
closing price of SEK 36 for Pagero's
shares on Nasdaq First North on 10 January,
2024, and 15.6 per cent compared to the volume-weighted
average price of Pagero's shares on Nasdaq First North during the
30 latest trading days up to and including 10 January, 2024 and 26.8 per cent compared to
the volume-weighted average price during the 90 latest trading days
up to and including 10 January, 2024.
The Offer exceeds the public cash offer announced by Vertex, Inc.
("Vertex") on 13 December, 2023 by
SEK 4 per share.
This press release shall not constitute an offer to buy or a
solicitation of an offer to sell any Pagero securities. The Offer
will be made solely pursuant to the applicable offer document, when
available. The Offer is not being made to holders of securities in
any jurisdiction in which the making or acceptance thereof would
not be in compliance with the securities, blue sky or other laws of
such jurisdiction. The full details of the Offer, including
complete instructions on how to tender Pagero shares, will be
included in the offer document.
Financing of the Offer
The Offer is not subject to any
financing contingency. The consideration payable in respect of the
Offer is fully financed through funds currently available to
Thomson Reuters.
Advisors
Thomson Reuters has engaged Morgan Stanley
& Co. LLC as financial adviser and Linklaters as legal adviser
in connection with the Offer.
Investor contact
Gary E.
Bisbee, CFA
Head of Investor Relations
+1 646 540 3249
gary.bisbee@thomsonreuters.com
For more information about the Offer, please see:
https://www.business-network-offer.com/
About Thomson Reuters
Thomson Reuters (NYSE / TSX: TRI) informs the way forward by
bringing together the trusted content and technology that people
and organizations need to make the right decisions. The company
serves professionals across legal, tax, accounting, compliance,
government, and media. Its products combine highly specialized
software and insights to empower professionals with the data,
intelligence, and solutions needed to make informed decisions, and
to help institutions in their pursuit of justice, truth, and
transparency. Reuters, part of Thomson Reuters, is a world leading
provider of trusted journalism and news. For more information,
visit tr.com.
About Pagero
Pagero (Nasdaq First North Growth Market: PAGERO) provides a
Smart Business Network that connects buyers and sellers for
automated, compliant, and secure exchange of orders, invoices,
payment instructions and other business documents. With an open
network and a wide range of value-added apps, Pagero helps
businesses streamline their order-to-cash and purchase-to-pay
processes while unlocking the full potential of accurate and
reliable business data. All of this, regardless of location,
industry, size or systems. Find out more at
www.pagero.com.
Forward-looking information
Certain statements in this news release are forward-looking,
including but not limited to the statements regarding future
performance, growth and other projections as well as the
anticipated benefits of the proposed acquisition and the expected
timing of the settlement of the Offer. The words "expect",
"believe", "should", "will" and similar expressions identify
forward-looking statements. While Thomson Reuters believes that it
has a reasonable basis for making forward-looking statements in
this news release, they are not a guarantee of future performance
or outcomes and there is no assurance that any of the other events
described in any forward-looking statement will materialize.
Forward-looking statements are subject to a number of risks,
uncertainties and assumptions that could cause actual results or
events to differ materially from current expectations. Many of
these risks, uncertainties and assumptions are beyond Thomson
Reuters's control and the effects of them can be difficult to
predict.
Some of the material risk factors that could cause actual
results or events to differ materially from those expressed in or
implied by forward-looking statements in this news release include,
but are not limited to, those discussed in the "Risk Factors"
section of the Thomson Reuters's 2022 annual report. These and
other risk factors are discussed in materials that Thomson Reuters
from time-to-time files with, or furnishes to, the Canadian
securities regulatory authorities and the U.S. Securities and
Exchange Commission. Thomson Reuters annual and quarterly reports
are also available in the "Investor Relations" section of
tr.com.
You are cautioned not to place undue reliance on
forward-looking statements which reflect expectations only as of
the date of this news release. Except as may be required by
applicable law, or rules Thomson Reuters disclaims any
obligation to update or revise any forward-looking statements,
whether as a result of new information, future events or
otherwise.
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