FSN Capital V (“FSN Capital”) has announced an agreement to launch a recommended voluntary cash offer to acquire the entire issued share capital of Saferoad Holding ASA, a company that is listed on the Oslo Stock Exchange. The Board of Directors of Saferoad has decided to recommend that its shareholders accept the offer.
FSN Capital has entered into a conditional purchase agreement with Saferoad’s largest shareholder, for 29.2% of the outstanding shares. In addition, certain of Saferoad’s largest shareholders have pre-accepted the offer for all the shares they own. FSN Capital has also received pre-acceptances from each of the Directors and executive management holding shares in Saferoad to tender their shares into the offer. The total shares subject to these pre-acceptances and conditional purchase agreement, represent approximately 64% of Saferoad’s issued share capital. These pre-acceptances may be withdrawn on certain conditions in the event of a competing offer.
Saferoad is a Norwegian based market leading provider of road safety and road infrastructure products and solutions in Europe (#1 or #2 in its core niche markets).
Saferoad operates in attractive markets with stable underlying growth, has opportunities to expand its geographical footprint, including via acquisitions, and has further potential to execute on operational excellence initiatives.
“FSN Capital is excited about this opportunity to work with Saferoad, which operates in an attractive market with significant growth opportunities. Our offer is supported by the statement from the Board recommending the offer, and by Saferoad´s management. With FSN´s industrial and operational experience, we look forward to supporting Saferoad´s further growth, and believe that the company will benefit under FSN’s ownership in the coming years”, says Ulrik Smith, Partner at FSN Capital Partners AS, acting as investment adviser to FSN Capital.
“Building on Nordic Capital’s significant development of Saferoad in recent years, FSN will be well positioned to take the company further through its extensive experience and track record of developing Nordic-based companies. This offer is positive for Saferoad and its stakeholders” says Johan Ek, Chairman of the Board of Directors of Saferoad.
The transaction is subject to approval from the competition authorities, as well as other conditions including that more than 90% of the share capital accept the offer.
FSN Capital V was advised by Carnegie, Advokatfirmaet Wikborg Rein, PwC, Bain & Company, Golder, JLT, and Implement Consulting Group.