EAB Group Oyj: EVLI PLC AND EAB GROUP PLC CONSIDER COMBINATION
EAB Group Plc, Inside Information, Stock Exchange Release, 22 April 2022, 9:00 a.m. (EET)
NOT FOR DISTRIBUTION IN OR INTO THE UNITED STATES, OR IN ANY OTHER JURISDICTION IN WHICH SUCH DISTRIBUTION WOULD BE PROHIBITED BY APPLICABLE LAW. FOR FURTHER INFORMATION SEE SECTION "IMPORTANT NOTICE" BELOW.
EVLI PLC AND EAB GROUP PLC CONSIDER COMBINATION
Today on April 22, 2022, Evli Plc ("Evli") and EAB Group Plc ("EAB") have signed a letter of intent ("Letter of Intent"), pursuant to which the parties are looking into a potential combination of Evli's and EAB's operations ("Contemplated Combination").
The Contemplated Combination would create one of the leading companies on the Helsinki Stock Exchange to offer investing and wealth management services to institutions, corporations and private persons ("Combined Company"). The companies share a strong commitment and dedication to responsible investing and providing sustainable investment solutions.
For 2021, preliminary estimates of the combined net revenue of Evli and EAB is approximately EUR 138 million and operating profit approximately EUR 59 million. Combined client assets under management of Evli and EAB on December 31, 2021, were approximately EUR 20 billion. The companies currently employ approximately 330 people. More detailed information on the combined financial figures is presented in section "Preliminary Financial Information" below. As a result of the potential combination, the Combined Company would be well placed for growth by virtue of its strong financial position and its strong businesses. The potential merger is expected to generate permanent annual synergy effects of around EUR 8 million, including increased revenue potential, potential reorganisation of operations and duplication of IT and other infrastructure. These potential synergies are expected to be mainly realised from the beginning of 2023.
In addition to a strong offering of traditional wealth management services, the Combined Company would achieve a stronger position in the offering of alternative investment products, as well as in compensation consulting and the management of personnel funds. The merger would also strengthen expertise, sales and customer service resources in Finland. The combined company will continue to distribute BNP Paribas Asset Management products on an exclusive basis in Finland.
The purpose of the signed letter of intent is to allow the parties to assess the possible combination and its specific conditions. The letter of intent does not obligate the parties to complete the Contemplated Combination or any other arrangement.
The Contemplated Combination is being negotiated based on the following grounds:- It is intended that the Contemplated Combination would be carried out so that EAB would merge into Evli through a statutory absorption merger in accordance with the Finnish Companies Act ("Merger").
- The key terms and conditions of the Merger would be governed by a combination agreement ("Combination Agreement") and the Merger would be carried out according to a merger plan ("Merger Plan") that would be drafted in accordance with the Companies Act and executed between the parties.
- In accordance with the Letter of Intent the shareholders of EAB would tentatively receive as merger consideration newly issued series B shares in Evli an aggregate number equal to ten percent (10%) of the aggregate number of issued and outstanding shares (including series A shares and series B shares) in Evli prior to the issuance of merger consideration shares and as cash consideration in total at the most EUR 3 million ("Merger Consideration"). Following the Contemplated Combination, the shareholders of Evli would therefore own in total approximately 91 percent of the shares and 99 percent of the votes in the Combined Company and the shareholders of EAB would own approximately 9 percent of the shares and one (1) percent of the votes in the Combined Company. The amount of the Merger Consideration is based on the following assumptions:
- There will be no material due diligence findings in connection with the transaction;
- The amount of shares and other securities entitling to shares issued by Evli and EAB (taking into consideration the shares to be issued pursuant to share-based incentive plans of the parties) will not change between the signing of the Letter of Intent and signing the Combination Agreement and the Merger Plan, excluding any changes pursuant to share-based incentive plans that exist at the date of signing the Letter of Intent;
- The Merger and the Merger Consideration fulfil the requirements for tax-neutrality under Sections 52 a and 52 b of the Finnish Business Income Tax Act;
- During the time as of the date of the Letter of Intent until the completion of the Contemplated Combination, there will be no distribution of profits or assets by the parties to their respective shareholders except for distribution of dividends by EAB in the maximum aggregate amount equal to the lower of (a) EUR 2.35 million or (b) such an amount that can be distributed by EAB without resulting in a failure to meet the statutory requirements on capital adequacy applicable to it;
- According to the terms of the EAB Group's long-term incentive plan the aggregate amount paid to personnel of EAB and its subsidiaries prior to, at or after the completion of the Contemplated Combination will not exceed EUR 3.25 million; and
The aggregate amount of the retention or stay bonuses related to the Contemplated Combination potentially paid by EAB and its subsidiaries to its employees shall not exceed EUR 0.5 million.
The initial conversion rate with the newly issued series B shares in Evli, taking into account the cash consideration in total at the most EUR 3 million as well as the right to distribute a dividend of EUR 2.35 million, would include a 21.2 percent premium for EAB's shareholders compared to the closing price of EAB's share on April 21, 2022. Using one (1) month volume-weighted average price of the companies up to April 21, 2022, the premium would be 21.2 percent and with three (3) month volume-weighted average prices up to April 21, 2022 the premium would be 29.9 percent. Evli's volume-weighted average price is computational, as trading in Evli Plc's shares only started on April 4, 2022. Therefore, the calculation has been based on the average price of Evli Bank Plc's share until March 30, 2022, minus the calculated share price of EUR 0.5856 per share corresponding to Evli Bank Plc's banking operations from the average share price. As Evli Bank Plc demerged into Evli Plc and to a company continuing banking services into which Fellow Finance Plc merged, the banking services are no longer a part of Evli Plc and therefore its part is not calculated in the average price of the share. Trading in Evli Bank Plc's shares between March 31, 2022 and April 1, 2022 has also been excluded from the calculation, as trading in Evli Bank Plc's shares was irregular due to the completion of the demerger of Evli Bank Plc.
- Shareholders of Evli's series A shares representing approximately 85 percent of the series A shares and approximately 82 percent of votes produced by all Evli shares and shareholders representing approximately 65 percent of the shares and votes in EAB Group have expressed support for the Contemplated Combination and have signed irrevocable undertakings, whereby they have undertaken to vote in favour of the Merger in the General Meeting of Evli and EAB respectively. Also, EAB shareholders representing approximately 18 percent of all votes in EAB, has expressed support for the Contemplated Combination and committed to vote in favour of the Merger with certain customary exemptions in the extraordinary general meeting of EAB.
- The Combined Company would continue as Evli Plc, and it would continue its business in accordance with Evli's current operating model as a group.
- The Combined Company's strategy would be based on Evli's current strategy acknowledging the businesses and strengths of the new combined entity.
- Maunu Lehtimäki, current CEO of Evli, would continue as the CEO of the Combined Company.
- The current members of the Board of Directors of Evli, would continue as board members of the Combined Company.
- The completion of the Contemplated Combination requires, among other things, that mutual due diligence reviews are conducted and accepted, and the parties reach an agreement on the Merger Plan, the Combination Agreement and other transaction agreements related to the Contemplated Combination. Provided that the companies reach an agreement on the conditions of the combination, the shareholders of both companies would decide on the combination.
- The completion of the Contemplated Combination further requires that all authority approvals and licences required for the completion of the transaction are as agreed in the Combination Agreement.
- To enable an improvement of operative efficiencies, in connection with the Contemplated Combination, the parties intent to assess the possibility of harmonising the group structure of the Combined Company by combining certain current Evli's and EAB's group companies and overlapping functions either in connection with the Merger or as soon as possible following the Merger.
- The intention of the parties is to sign the Merger Plan concerning the Merger, the Combination Agreement and other transaction agreements during May 2022.
- The Contemplated Combination is estimated to be completed during the second half of 2022.
Rationale of the Contemplated Combination and the Combined Company
The Contemplated Combination would create- A Combined Company that would be one of the leading companies on the Helsinki Stock Exchange to offer investing and wealth management services with a broad expertise and whose clientele would cover institutions, corporations, and private persons.
- A Combined Company with a strong financial position, which has good capabilities for future growth according to Evli's strategy.
- A Combined Company that is larger than Evli and EAB with the ability to conduct the businesses of current Evli and EAB with better operative efficiency enabling to achieve synergies.
- A Combined Company with a broader range of products and services and a wider range of expertise available to its clients.
Maunu Lehtimäki, CEO of Evli, on the Contemplated Combination: "The transaction is a step towards Evli's long-term goal of becoming one of the leading Nordic asset managers. The companies' similar cultures and values create a good basis for a successful merger."
Daniel Pasternack, CEO of EAB, on the Contemplated Combination: "Together with Evli, we are both committed to responsible investing and by joining forces we can aim for rapid growth both at home and abroad as an even stronger player in responsible investing. In addition, the combination will give us a strong position in institutional asset management and in the incentive and reward business."
The members of the Board of Directors and the Executive Group of Evli and EAB are responsible for preparing the Contemplated Combination.
Preliminary Financial Information
The financial information presented below are preliminary unaudited estimates and should not be considered as pro forma financial information. The pro forma financial information of the Combined Company prepared in accordance with IFRS are expected to be published during the third quarter of 2022.
EUR million Evli EAB Total
Plc1 Group
Plc2
Net revenue for the financial 116.2 22.2 138.4
year ending December 31, 2021
Operating profit for the 56.5 2.9 59.4
financial year December 31,
2021
Assets under management on 17.5 2.5 20.0
December 31, 2021
No. of employees on December 244 3 89 333
31, 2021
1 As Evli Plc was formed
following the demerger of
Evli Bank Plc completed on
April 2, 2022, the financial
information has been prepared
on a carve-out basis of the
2021 financial statements of
Evli Bank Plc and is only
preliminary and unaudited.
Evli Plc's Financial
Statements 2021 and Interim
Report 1-3/2022 on a carve
-out basis (financial
information regarding
investment services business)
will be released on May 19,
2022.
2 EAB Group Plc's financial
information is based on EAB
Group Plc's audited group
financial statements 2021.
3 For Evli Plc, employees are
calculated on a carve-out
basis and include the
permanent employees as per
December 31, 2021. In
addition, the company
employed 39 temporary
employees during the review
period.
Presentation to investors and analysts April 22, 2022, at 1 pm.
Evli's CEO Maunu Lehtimäki and CFO Juho Mikola, will present information about the Contemplated Combination to investors and analysts through a webcast on Friday April 22, 2022, at 1.00 pm. The presentation will be held in Finnish. After the event, the presentation material will be available in English at www.eabgroup.fi/sijoita-meihin/raportit-ja-esitykset.
Advisors
Evli Corporate Finance is acting as the financial adviser of Evli and Castrén & Snellman Attorneys Ltd is acting as the legal adviser of Evli. Borenius Attorneys Ltd is acting as the legal adviser of EAB.
EAB GROUP PLC
Board of Directors
Further information:
Evli Plc
Maunu Lehtimäki, CEO, Evli Plc, tel. +358 50 553 3000, maunu.lehtimaki@evli.com.
Requests for interviews via the company's communications: Mikaela Herrala, Head of Marketing, Communications and IR, Evli Plc, tel. +358 50 544 5740, mikaela.herrala@evli.com
EAB Group Plc
Daniel Pasternack, CEO, EAB Group Plc, tel. +358 50 569 3416, daniel.pasternack@eabgroup.fi
Evli in brief
We see wealth as an engine to drive progress. We draw on our heritage, broad expertise and Nordic values to grow and manage wealth for institutions, corporations and private persons in a responsible way.
We are the leading asset manager in Finland* offering a broad range of services including mutual funds, asset management and capital markets services, alternative investment products, equity research, share plan design and administration as well as Corporate Finance services. Responsible investing is integrated in every investment decision and our expertise is widely acknowledged by our clients. Evli has Finland's best expertise in responsible investment.**
Evli Group employs around 250 professionals and Evli has a total of EUR 17.5 billion in client assets under management (net 12/2021). Evli Plc's B shares are listed on Nasdaq Helsinki Ltd.
*Kantar Prospera External Asset Management Finland 2015, 2016, 2017, 2018, 2019, 2021, Kantar Prospera Private Banking 2019, 2020 Finland **SFR Scandinavian Financial Research Institutional Investment Services Finland 2021.
EAB in brief
Elite Alfred Berg is an expert in investments that helps private individuals, professional investors and companies in Finland manage their assets comprehensively, systematically, and responsibly. More than 10,000 customers rely on our services to manage assets worth EUR nearly 4 billion. We collaborate in portfolio management with Alfred Berg Norway and Sweden. Our combined customer assets in the Nordic countries amount to more than EUR 15 billion. As the leading provider of personnel funds in Finland, we serve 95,000 personnel fund members. Our customers are served by more than 100 investment professionals in 13 locations around Finland.
Elite Alfred Berg is the marketing name of the EAB Group. The Group's parent company EAB Group Plc's shares are listed on the Nasdaq Helsinki stock exchange. The Group companies include EAB Asset Management Ltd, which offers asset management activities, and EAB Fund Management Ltd, which acts as a fund company and authorised alternative investment fund manager. Explore EAB Group's services at www.eabgroup.fi.
DISTRIBUTION:
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The main news media
www.eabgroup.fi
Important Notice
This release is not an offer of shares in the United States and it is not intended for distribution in or into the United States or in any other jurisdiction in which such distribution would be prohibited by applicable law. If the Contemplated Combination is completed, the shares in the Combined Company will not be registered under the U.S. Securities Act of 1933 (the "Securities Act"), and may not be offered, sold or delivered within or into the United States, except pursuant to an applicable exemption of, or in a transaction not subject to, the Securities Act.
This release does not constitute an offer of or an invitation by or on behalf of, Evli or EAB, or any other person, to purchase any securities.
This release includes `forward-looking statements' that are based on present plans, estimates, projections and expectations and are not guarantees of future performance. They are based on certain expectations and assumptions, which, even though they seem to be reasonable at present, may turn out to be incorrect. Shareholders should not rely on these forward-looking statements. Numerous factors may cause the actual results of operations or financial condition of the Combined Company to differ materially from those expressed or implied in the forward-looking statements. Neither Evli nor EAB, nor any of their respective affiliates, advisors or representatives or any other person undertakes any obligation to review or confirm or to release publicly any revisions to any forward-looking statements to reflect events that occur or circumstances that arise after the date of this release.
This release includes estimates relating to the benefits expected to arise from the potential combination of the business operations of Evli and EAB as well as the related integration costs, which have been prepared by Evli and EAB and are based on a number of assumptions and judgments. Such estimates present the expected future impact of the potential combination of the business operations of Evli and EAB on the combined company's business, financial condition and results of operations. The assumptions relating to the estimated benefits and related integration costs are inherently uncertain and are subject to a wide variety of significant business, economic, and competitive risks and uncertainties that could cause the actual benefits from the potential combination of the business operations of Evli and EAB, if any, and related integration costs to differ materially from the estimates in this release.
Further, there can be no certainty that the Contemplated Combination will be completed in the manner and timeframe described in this release, or at all.