Statement re Harbourvest Acquisition of Absolut...
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE
OR IN PART TO US PERSONS OR IN, INTO OR WITHIN THE UNITED STATES (INCLUDING ITS
TERRITORIES AND POSSESSIONS), CANADA, AUSTRALIA OR JAPAN OR ANY OTHER
JURISDICTION IN WHICH ITS RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE
UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OF SECURITIES OR THE
SOLICITATION OF AN OFFER TO ACQUIRE SECURITIES IN THE UNITED STATES, CANADA,
AUSTRALIA OR JAPAN OR IN ANY OTHER SUCH JURISDICTION.
7 June 2011
HARBOURVEST ACQUISITION GMBH
PUBLISHES OFFER PROSPECTUS FOR ALL BEARER SHARES
OF ABSOLUTE PRIVATE EQUITY LTD
* Offer price is $17.25 PER ABSOLUTE SHARE, which VALUES ABSOLUTE AT
$752Â million
* INITIAL OFFER PERIOD EXPECTED TO START ON 23 jUNE 2011 AND TO END ON 20 JULY
2011
* Absolute's Board of Directors CONCLUDES THAT THE OFFER PRICE IS ATTRACTIVE
AND recommends THAT Absolute's shareholders accept the offer
* OFFER PRICE IS 34% PREMIUM TO AVERAGE PRICE OF LAST TWELVE MONTHS AND 6%
PREMIUM TO THE 60 DAY VOLUME-WEIGHTED AVERAGE PRICE
HarbourVest Partners, LLC ("HarbourVest"), a leading global private equity firm,
and HarbourVest Global Private Equity Limited ("HVPE"), a closed-end investment
company, announce the publication of the offer prospectus (the "Prospectus") in
respect of the public tender offer (the "Offer") by HarbourVest Acquisition GmbH
("HarbourVest Acquisition") for all bearer shares of Absolute Private Equity Ltd
("Absolute") currently in circulation. Absolute is an investment company located
in Zug, Switzerland and listed on SIX Swiss Exchange ("SIX"). HarbourVest
Acquisition is a special purpose vehicle which is to be held by HarbourVest-
managed secondary funds, together with HVPE.
As previously announced on 26 April 2011, the Offer price is $17.25 cash per
Absolute share (the "Offer Price") and is subject to a minimum acceptance level
of 50.01% and other customary conditions. At a 100% acceptance level, the
transaction values Absolute at $752Â million. Absolute's Board of Directors
supports the Offer, and in its formal report concludes that the Offer Price is
attractive and recommends that Absolute's shareholders accept the Offer.
A cooling-off period of ten SIX trading days (the "Cooling-off Period") will run
from 8 June 2011 up to and including 22 June 2011. The Offer may be accepted
only after the expiration of the Cooling-off Period. If the Cooling-off Period
is not extended by the Swiss Takeover Board, the initial offer period of 20 SIX
trading days is expected to start on 23 June 2011 and to end on 20 July 2011
(the "Initial Offer Period"). Acceptances of the Offer should be received no
later than 4.00pm (CEST) on 20 July 2011. The Initial Offer Period could be
extended one or several times. For further details on the timing, see the
indicative timetable for the Offer below.
The Offer Price represents:
* a 34% premium to the average price per share over the last twelve months;
* a 13% premium to the average price per share over the last six months; and
* a 6% premium to the 60-day volume-weighted average price,
(all averages are calculated as per 21 April 2011, the last trading day prior to
the publication of the pre-announcement of the Offer).
As detailed in the report of the board of directors contained in the Prospectus,
the board of Absolute (the "Board") is "convinced that the [Offer] is in the
best interest of Absolute and its shareholders." In particular, the Board cites
that the attractive Offer Price was the highest bid obtained in a
professionally-managed auction process. The Board's report also notes that
liquidity may be substantially limited after settlement of the Offer.
Furthermore, if the Offer is not successful, the Board believes the current
share price is likely to come under pressure.
"We have received considerable interest from shareholders wishing to sell their
shares and this transaction offers them an opportunity to realize their
investment for cash at an attractive price," says Thomas Amstutz, Chairman of
Absolute.
HarbourVest Acquisition's ultimate intention is to secure control of Absolute
with a view to initially continuing the existing investment realization
strategy, which was implemented by the Board of Absolute in late 2008, when it
decided not to make new commitments to private equity investments. Subject to
the outcome of the Offer and regulatory issues, HarbourVest Acquisition will
seek to operate Absolute as a privately-held entity. Following settlement of the
Offer, HarbourVest Acquisition intends to have the Board be composed of three
members, one of whom shall be Thomas Amstutz and two of whom, including the
chairman of the Board, shall be designated by the group of entities ultimately
managed and controlled by HarbourVest (the "HarbourVest Group").
"HarbourVest believes this will be a mutually beneficial transaction for our
funds and Absolute shareholders" said John Toomey, Managing Director of
HarbourVest. "We look forward to working with Absolute in order to affect a de-
listing of the company while continuing the existing investment realization
strategy."
The transaction is expected to be completed in the third quarter of 2011. The
HarbourVest Group has been advised by Debevoise & Plimpton LLP and Pestalozzi
Attorneys at Law Ltd.
The prospectus is available at www.hvgpe.com/absolutetender
Indicative Timetable
+-------------------------+----------------------------------------------------+
|8 June 2011 |Start of Cooling-off Period |
+-------------------------+----------------------------------------------------+
|22 June 2011 |End of Cooling-off Period* |
+-------------------------+----------------------------------------------------+
|23 June 2011 |Start of Initial Offer Period* |
+-------------------------+----------------------------------------------------+
|20 July 2011, 4 pm CEST |End of Initial Offer Period* |
+-------------------------+----------------------------------------------------+
|21 July 2011 |Publication of the Preliminary Interim Results of|
| |the Offer (in the electronic media)* |
+-------------------------+----------------------------------------------------+
|26 July 2011 |Publication of the Definitive Interim Results of the|
| |Offer (in the print media)* |
+-------------------------+----------------------------------------------------+
|27 July 2011 |Start of the Additional Offer Period* |
+-------------------------+----------------------------------------------------+
|10 August 2011, 4 pm CEST|End of the Additional Offer Period* |
+-------------------------+----------------------------------------------------+
|11 August 2011 |Publication of the Preliminary End Results of the|
| |Offer (in the electronic media)* |
+-------------------------+----------------------------------------------------+
|16 August 2011 |Publication of the Definitive End Results of the|
| |Offer (in the print media)* |
+-------------------------+----------------------------------------------------+
|24 August 2011 |Latest Date for Settlement of the Offer* |
+-------------------------+----------------------------------------------------+
* In case of an extension of the Cooling-off Period and/or the Initial Offer
Period, the timetable shall be adapted accordingly.
Enquiries:
Fishburn Hedges
Michelle James/Alastair Fairbrother Tel: +44 (0) 20 7839 4321
HVPE@fishburn-hedges.co.uk
Farner Consulting AG
Urs Knapp/Maurus Staubli Tel.: +41 (0) 44 266 67 67
harbourvest@farner.ch
HarbourVest / HVPE
Laura Thaxter Tel.: +1 (617) 348 3695
Notes to Editors:
About HarbourVest Partners, LLC:
HarbourVest Partners, LLC is an independent global private equity firm that
invests in venture capital, buyout, mezzanine debt, and distressed debt through
primary partnerships, secondary purchases, and direct investments. Since 1986,
HarbourVest has been a leading buyer of private equity assets, acquiring
$8Â billion of assets in over 350 deals of all stages, types, vintages, and
geographies and working with all types of sellers, including financial
institutions, corporations, pension plans, government entities, endowments, and
family offices. This flexibility enables HarbourVest to offer sellers of private
equity comprehensive liquidity solutions. Over the years, more than 300
institutional investors throughout the U.S., Canada, Europe, Latin America, and
Asia have committed over $30Â billion to funds managed by HarbourVest. It
currently has 236 employees in its Boston office and London, Hong Kong, and
Tokyo subsidiaries.
About HarbourVest Global Private Equity Limited:
HarbourVest Global Private Equity Limited ("HVPE") is a Guernsey-incorporated
closed-end investment company which has a dual listing on both the London Stock
Exchange and Euronext Amsterdam. HVPE is registered as an investment institution
with the Netherlands Authority for the Financial Markets. HVPE is designed to
offer shareholders long-term capital appreciation by investing in a private
equity portfolio diversified by geography, by stage of investment, by vintage
year, and by industry. It invests in and alongside HarbourVest-managed funds
which focus on primary partnership commitments, secondary investments, and
direct investments in operating companies. HVPE is advised by HarbourVest
Advisers L.P., an affiliate of HarbourVest.
This announcement is for information purposes only and does not constitute or
form part of any offer to issue or sell, or the solicitation of an offer to
acquire, purchase or subscribe for, any securities in any jurisdiction. In
particular, this announcement does not constitute or form part of any offer to
issue or sell, or the solicitation of an offer to acquire, purchase or subscribe
for, any securities in the United States of America, its territories and
possessions, any state of the United States of America and the District of
Columbia (the "United States") or to US Persons (as defined in Regulation S
under the US Securities Act of 1933, as amended ("US Persons")). Neither this
announcement nor any copy of it may be taken, released, published or
distributed, directly or indirectly to US Persons or in or into the United
States, Canada, Australia or Japan, or any jurisdiction where such action would
be unlawful.
General
The Offer will not be made, directly or indirectly, in any country or
jurisdiction (each, a "Restricted Territory") in which the Offer would be
illegal or would otherwise violate any applicable law or ordinance, or which
would require HarbourVest Acquisition GmbH (the "Offeror") to change the terms
or conditions of the Offer in any way, to submit any additional filing to, or to
perform any additional action in relation to, any governmental, regulatory or
legal authority. It is not intended to extend the Offer to any Restricted
Territory. Documents relating to the Offer must not be distributed in or sent to
any Restricted Territory. Any such documents must not be used for the purpose of
soliciting the sale or purchase of securities by any person or entity resident
or incorporated in any Restricted Territory. The Offer has not yet commenced.
Once the Offer commences, if at all, Absolute will provide to its shareholders
documents relating to the Offer in accordance with applicable law, except to
shareholders resident in any Restricted Territory.
United States
The Offer will not be made directly or indirectly in, into or by use of the mail
of, or by any means or instrumentality of interstate or foreign commerce of, or
any facilities of a national securities exchange of, the United States and may
only be accepted outside the United States. This includes, but is not limited
to, facsimile transmission, telex or telephone or electronic transmission by way
of the internet or otherwise. This press release, the Prospectus and any other
offering materials with respect to the Offer must not be distributed in or sent
to the United States and must not be used for the purpose of soliciting the sale
or purchase of any securities of Absolute from anyone in the United States.
Offeror is not soliciting the tender of securities of Absolute by any holder of
such securities in the United States. Absolute securities will not be accepted
from holders of such securities in the United States, including agents,
fiduciaries or other intermediaries acting on a non-discretionary basis for
holders giving instructions from within the United States. Any purported
acceptance of the Offer that Offeror or its agents believe has been made in or
from the United States will be invalidated. Offeror reserves the absolute right
to reject any and all acceptances determined by it not to be in the proper form
or the acceptance of which may be unlawful.
United Kingdom
This press release is not an invitation nor is it intended to be an inducement
to engage in investment activity for the purposes of the restrictions on
financial promotion set out in Section 21 of the Financial Services and Markets
Act 2000 of the United Kingdom (the "FSMA"). To the extent that this press
release does constitute an inducement to engage in any investment activity, it
is directed only at: (i) persons who are outside the United Kingdom, (ii)
persons who are investment professionals within the meaning of Article 19(5) of
the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as
amended) of the United Kingdom (the "Financial Promotion Order"); (iii) persons
who fall within Articles 49(2)(a) to (d) ("high net worth companies,
unincorporated associations etc.") and Article 43(2) of the Financial Promotion
Order; and (iv) any other persons to whom this press release can lawfully be
communicated without breaching the prohibition on financial promotion in Section
21 of FSMA or any other relevant legislation (all such persons together being
referred to as "relevant persons"). This press release must not be acted on or
relied upon by persons other than relevant persons. Any invitation or inducement
to engage in any investment activity included within this press release is
available only to relevant persons and will be engaged in only with relevant
persons. Anyone other than a relevant person must not rely on this press
release.
HVPE is registered with the Netherlands Authority for the Financial Markets as a
collective investment scheme which may offer participations in The Netherlands
pursuant to article 2:66 of the Financial Markets Supervision Act (Wet op het
financieel toezicht). All investments are subject to risk. Past performance is
no guarantee of future returns. Prospective investors are advised to seek expert
legal, financial, tax and other professional advice before making any investment
decision. The value of investments may fluctuate. Results achieved in the past
are no guarantee of future results.
This announcement is issued by HarbourVest and HVPE, which is registered with
the Netherlands Authority for the Financial Markets and whose registered address
is at Anson Place, Mill Court, La Charroterie, St Peter Port, Guernsey GY1 1EJ.
© 2011 HarbourVest Partners, LLC and HarbourVest Global Private Equity Limited.
All rights reserved.
This announcement is distributed by Thomson Reuters on behalf of
Thomson Reuters clients. The owner of this announcement warrants that:
(i) the releases contained herein are protected by copyright and
other applicable laws; and
(ii) they are solely responsible for the content, accuracy and
originality of the information contained therein.
Source: HarbourVest Global Private Equity Limited via Thomson Reuters ONE
[HUG#1521605]
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