The Board of Directors of IFS unanimously recommends the shareholders to accept the public offer by IGT Holding. Background This statement is made by the Board of Directors [1] (the “Board”) of Industrial and Financial Systems, IFS Aktiebolag (publ) (“IFS” or the “Company”) pursuant to section II.19 of the rules concerning public takeover offers on the stock market adopted by Nasdaq Stockholm (the “Takeover Rules”). IGT Holding IV AB (”IGT Holding”), a company indirectly wholly owned by EQT VII [2] (“EQT”), communicated on 30 November 2015 that it had acquired shares (the “Share Purchases”) in IFS corresponding to 68 per cent of the votes and 63 per cent of the total number of shares in the Company. Through the Share Purchases, IGT Holding passed the public offer threshold of 30 per cent of the votes in IFS and was therefore obligated to launch a public offer for the remaining shares in IFS within four weeks from the Share Purchases, i.e. no later than 25 December 2015. IGT Holding has, on 7 December 2015, announced a public offer to the shareholders in IFS to acquire all outstanding A- and B-shares in IFS at a price of SEK 362.50 per share (the “Offer). The total value of the Offer is approximately SEK 9,052 million [3]. As at 7 December 2015, IGT Holding held in total 823,148 A-shares and 17,296,060 B-shares in IFS, corresponding to 76 per cent of the total number of votes and 74 per cent of the total number of shares in the Company [4]. IGT Holding published an offer document (the “Offer Document”) on 9 December 2015. The Offer is unconditional and is fully financed through equity from EQT. The acceptance period commenced on 10 December 2015 and will end on 4 January 2016. Settlement is expected to commence around 23 December 2015 for those who have accepted the Offer no later than 18 December 2015, and around 12 January 2016 for those who have accepted the Offer after 18 December 2015 but no later than 4 January 2016. The Offer represents: • a discount of 0.7 per cent and 0.3 per cent, respectively, compared to IFS’s share price for the A-shares and B-shares of SEK 365.0 and SEK 363.5, respectively, on 4 December 2015, the last trading day prior of the announcement of the Offer; • a premium of 21.3 per cent and 19.9 per cent, respectively, compared to IFS’s volume weighted average share price for the A-shares and B-shares of SEK 298.9 and SEK 302.4 per, respectively, during the last six months up to and including 27 November 2015 (the last trading day prior to announcement of the Share Purchases); and • a premium of 26.0 per cent and 27.2 per cent, respectively, compared to IFS’s volume weighted average share price for the A-shares and B-shares of SEK 287.7 and SEK 285.0 per share, respectively, during the last twelve months up to and including 27 November 2015. The Board, at the request of EQT, allowed EQT to conduct a limited confirmatory due diligence investigation prior to the announcement of the Share Purchases and EQT has also met with certain members of the IFS executive management team, including the Company’s CEO. EQT has not received any non-public price-sensitive information through such due diligence investigation. The Offer’s impact on employees etc. Under the Takeover Rules, the Board shall also, based on what IGT Holding has expressed in the Offer, present its views on the impact the completion of the Offer will have on IFS, especially employment, and its views on IGT Holding’s strategic plans for IFS and the impact these could be expected to have on employment and on IFS’s business locations. In this respect, the Board notes that IGT Holding supports IFS’s strategic objectives and believes that IFS is well positioned to successfully execute these objectives. However, IGT Holding also believes that IFS would benefit from further investments into its sales and marketing, partner network and product development in order to fully achieve its strategic objectives. IGT Holding states that it places great value on IFS’s management team and employees. IGT Holding also states that it does not expect the Offer to have any negative impact on employees, including conditions of employment or office locations. The Board assumes that this statement is correct and has in relevant respects no reason to have a different view. The Board’s recommendation The Board’s recommendation is based on an assessment of a number of factors that the Board has considered relevant to the evaluation of the Offer. These factors include, but are not limited to, the Company’s present position, the valuation of IFS in relation to comparable listed companies, share price development, the expected future development of the Company and thereto related possibilities and risks. The Board notes that the Offer represents a discount of 0.3 per cent to the closing price of SEK 363.5 of IFS’s class B shares on 4 December 2015, the last trading day before the announcement of the Offer and a premium of 19.9 per cent to the volume weighted average share price of IFS’s class B shares during the last six months up to and including 27 November 2015 (the last trading day prior to announcement of the Share Purchases). The Board further notes that the Offer represents an LTM 30 September 2015 EV/EBITDA multiple of 23.4x [5] and an LTM 30 September 2015 P/E multiple of 38.0x [6]. As a part of the Board’s evaluation of the Offer, the Board has engaged Handelsbanken to issue a fairness opinion regarding the Offer. Handelsbanken’s fairness opinion, which is set forth in an appendix to this press release, shows that the Offer, in Handelsbanken’s opinion, is fair from a financial point of view to the shareholders in IFS. In its evaluation of the Offer, the Board also takes into account that IFS’s main shareholders including, Förvaltnings AB Wasatornet, Gustaf Douglas, Catella Fondförvaltning AB, Lannebo Fonder AB, SEB, AP4, Anders Böös AB, Greenfield AB (Bengt Nilsson), Heinz Kopfinger, DNB, Unionen, Swedbank Robur and others, representing 76 per cent of the votes and 74 per cent of the capital in IFS have already sold their shares to IGT Holding. Furthermore, the Board and their financial advisor have had discussions with other industrial and private equity companies with respect to any potential interest in the Company. These have not lead to any offers for the Company. On this basis, the board of IFS unanimously recommends the shareholders of IFS to accept the Offer. Lazard is financial advisor and Jan Lombach is legal advisor to the IFS Board of Directors. Stockholm, December 17, 2015 IFS Board of Directors [1] Anders Böös and Bengt Nilsson have not participated in the evaluation of the Offer. [2] EQT VII comprises EQT VII (No.1) Limited Partnership, EQT VII (No.2) Limited Partnership (together the “Partnerships”) as well as certain co-investment schemes established to invest alongside the Partnerships. EQT Services (UK) Limited acts as the manager of the Partnerships and certain of the schemes, and is authorized and regulated by the United Kingdom Financial Conduct Authority. [3] Based on the total number of shares in the Company. [4] Based on the total number of shares in the Company, excluding the 426,600 B -shares held by the Company. [5] LTM denotes Last Twelve Months. EV denotes Enterprise Value, calculated as market capitalization plus net debt items including Liabilities to credit institutions, Cash and cash equivalents, Participations in associated companies and joint venture and Pension liabilities. EBITDA denotes Earnings Before Interest, Taxes, Depreciation and Amortization and is calculated as the Company’s Adjusted EBITDA. [6] P/E denotes Price / Earnings. Ulrika Hagdahl, Board Member. Telephone: +46 8 58 78 45 00, ulrika.hagdahl@ifsworld.com Frédéric Guigues, Investor Relations. Telephone: +46 8 58 78 45 00, frederic.guigues@ifsworld.com About IFS IFS (http://www.ifsworld.com/en/)™ is a globally recognized leader in developing and delivering enterprise software for enterprise resource planning (ERP), enterprise asset management (EAM) and enterprise service management (ESM). IFS brings customers in targeted sectors closer to their business, helps them be more agile and enables them to profit from change. IFS is a public company (XSTO: IFS) founded in 1983 and currently has over 2,700 employees. IFS supports more than 2,400 customers worldwide from its network of local offices and through a growing ecosystem of partners. For more information visit: www.ifsworld.com. Follow us on Twitter: @ifsworld (http://twitter.com/ifsworld) Visit the IFS Blog on technology, innovation and creativity: http://blog.ifsworld.com/ IFS discloses the information provided herein pursuant to the Financial Instruments Trading Act (1991:980) and/or the Securities Markets Act (2007:528). The information was submitted for publication on December 17, 2015 at 2:30 p.m. (CET).
Statement by the Board of Directors of IFS in relation to
Top 10 Most Recent News Articles
Fluence Energy Faces Leadership Departures Amid Legal Woes
Fluence Energy's Rocky Road Continues It's chaos once again in the halls of Fluence Energy (NASDAQ:FLNC). The ship seems to drift further from solid ground as their CEO and CFO candidly decided to jump ship, shaking investor confidence even more vigorously. The market's reaction was swift and brutal: a nasty 9% share drop, leaving investors with more than just a headache....
Continue Reading
Lilly's Obesity Breakthroughs: A Step Beyond the Scale
Pushing the Boundaries of Obesity Treatment Alright, let's cut through the noise and get to what really matters here. Eli Lilly is taking on obesity treatment like it's Clash of the Titans at this year's ObesityWeek 2026 in Washington, D.C. Forget just dropping pounds—Lilly wants to reshape how we think about obesity entirely. They're not just leaning into the scale,...
Continue Reading
Gaine Expands Healthcare Data Solutions Ahead of HLTH 2026
Ever felt like healthcare systems are still stuck in a bygone era, struggling with data flinging through the void? Well, Gaine Technology is throwing down its gauntlet to change that narrative. Successful in pharmaceuticals and life sciences, they're turbocharging their Consent and Preference Management solution across the vast, tangled web of healthcare markets just in...
Continue Reading
Manhattan Associates Faces Investigation by KSF Law Firm
KSF Digs Into Manhattan Associates' Claims In the swirl of the financial world, you rarely see an investigation that doesn’t raise a few eyebrows. This time, it's Manhattan Associates, Inc. (NasdaqGS: MANH) squarely in the crosshairs of Kahn Swick & Foti, LLC (KSF), a pivotal player in securities litigation. You’ve got to wonder what dirt might be uncovered here,...
Continue Reading
Novo's Research Unlocks New Insights into Food Noise
Unpacking the Science Behind Food Noise When folks think about losing weight, most picture shedding pounds and fitting into those elusive smaller jeans. But get this—there’s a curveball called ‘food noise’ that’s making waves in obesity treatment. Novo Nordisk’s semaglutide injections are shaking things up, cutting down on those persistent thoughts about food....
Continue Reading
Novo's CagriSema Trial Shows Promising Obesity Results
Novo's Latest Weight Loss Gamble Well, look what we have here. Novo Nordisk is shaking up the obesity treatment scene with some bold numbers from their REDEFINE 9 trial. The investigational CagriSema combo of amylin analog and GLP-1 receptor agonist has churned out an eyeball-popping near 21% weight loss. For context, we're staring down the barrel of numbers far meatier...
Continue Reading
Breakthrough T1D Pushes Global T1D Awareness Forward
Shining a Light on T1D with Global Efforts In a world where a change in lifestyle can happen at the drop of a hat, Breakthrough T1D is making waves by expanding their global "See T1D" campaign in honor of World Diabetes Day. This isn't your run-of-the-mill awareness push—this is about propelling an understanding of what life truly entails for those living with type 1...
Continue Reading
Servier's Data on Tovorafenib Shows Promise in pLGG
New Light on a Critical Challenge Talk about a fight in the dark. Pediatric low-grade glioma (pLGG) is a menace that families dread, an uphill battle with odds that feel relentless. Enter Servier and its four-year updated data on OJEMDA® (tovorafenib), a beacon of hope for kids battling these tricky brain tumors. Results, presented at the SNO meeting, are fresh off the...
Continue Reading
CARsgen's CAR-T Breakthrough on China's Insurance List
A Game Changer for CAR-T Therapies There's a breeze of optimism blowing from Shanghai these days—a rare sensation in this market of endless skirmishes. CARsgen Therapeutics Holdings Limited, a company entrenched in the development of cutting-edge CAR T-cell therapies, just notched a victory. They've announced that their CAR T-cell therapy product, satricabtagene...
Continue Reading
Advanta's Game-Changer: Acquiring Misr Hytech to Expand in Africa
Advanta's Strategic Move into Africa Alright, let's cut to the chase. Advanta is making a big splash with its acquisition of Misr Hytech, a move that's going to shake things up in Africa's agricultural sector. This isn't just another merger to gloss over with your morning coffee. We're talking about a deal that's supposed to wrap up by January 31, 2027, bringing together...
Continue ReadingTop 5 Most Recently Viewed Articles
Bertucci Investment Group: Earning Five-Star Results from Clients
Bertucci Investment Group: Celebrating Success Bertucci Investment Group, known for facilitating smooth property sales for cash, is excited to share its significant achievement of earning consistent five-star reviews on Google. This milestone highlights the company’s dedication to providing an efficient and trustworthy service for homeowners. A Commitment to Excellence...
Continue Reading
Understanding Current Mortgage Rates and Refinancing Options
Current Mortgage Rate Trends The 30-year mortgage rate has recently fallen to 5.93%, indicating a positive shift in the market compared to previous rates. This change is significant, as refinancing rates have also decreased substantially. These developments present opportunities for both new homebuyers and those looking to refinance their current loans. Current Mortgage...
Continue Reading
Market Reactions: Bitcoin Struggles Amid Rising Geopolitical Tensions
Market Insights on Bitcoin's Challenges The narrative that Bitcoin operates as a safe haven during times of geopolitical tension has recently faced significant scrutiny. The leading cryptocurrency experienced a sharp decline, dropping below $62,000, amidst fears of escalating conflict in the Middle East. Bitcoin's Downturn As the situation escalated with reports of Iran's...
Continue Reading
Karsan's Autonomous Bus Debuts at Efteling Park
A Leap Towards Autonomous Mobility What we have here is Karsan breaking new ground again. They've rolled out their Autonomous e-ATAK at Efteling, the famous theme park in the Netherlands. And that's not just any park—it's a place teeming with tourists, a hotspot demanding efficient transport. Yet, these folks aren't just cranking out fancy gadgets for showing off....
Continue Reading
Redfin's Strategic Shift as Mortgage Rates Begin to Fall
The Mortgage Market and Its Impacts Recent shifts in U.S. mortgage rates have created significant waves in the real estate sector. The 30-year fixed mortgage rate recently hit 7.79%—the highest it’s been since 2000. This surge poses challenges for homeowners, many of whom are hesitant to sell their properties, worried they might sacrifice their favorable lower rates....
Continue Reading