The Offer is being made through Aurelia Bidco Norway AS (the “Offeror” and together with its direct and indirect parent companies, the “Aurelia Acquisition Companies”), a Norwegian private limited liability company established for the purpose of the Offer.
As part of the transaction, Schibsted will sell 60% of its 28.1% stake in Adevinta for approximately NOK 24 billion in cash and will contribute its remaining Adevinta shares into an indirect parent company of the Offeror, resulting in an approximate 13.6% indirect ownership in the Offeror.
Key highlights of the Offer
- The Transaction (as defined below) unlocks Schibsted’s sustained value creation in Adevinta of more than 20 years, providing the most certain and value accretive solution for Schibsted and its shareholders. Schibsted believes it is the natural next step in its Adevinta strategy, and positions Schibsted for further future potential value creation from stock re-rating.
- The price per Adevinta share offered to the Adevinta shareholders is NOK 115 (the “Offer Price”) and corresponds to an equity value of Adevinta of approximately NOK 141 billion and Schibsted’s stake at approximately NOK 40 billion.
- The Offer Price, which is stated as the Offeror’s best and final price, represents a premium of:
- 54% to the volume weighted average price of NOK 74.58 over the 3 months up to and including 19 September 2023[1]; and
- 51% to the volume weighted average price of NOK 76.28 over the 6 months up to and including 19 September 2023.
- The Offer Price can be settled in either cash, depository receipts representing shares in an indirect parent company of the Offeror, or a combination thereof.
- Schibsted has, on certain terms and conditions, agreed to sell, outside of and subject to completion of the Offer, 60% of its 28.1% stake in Adevinta to the Aurelia Acquisition Companies, receiving approximately NOK 24 billion in cash on completion of the Offer (the Offer together with the sale of Schibsted’s stake outside of the Offer, the “Transaction”). The remaining stake of 11.1% of the issued shares in Adevinta will be reinvested in the Aurelia Acquisition Companies at the Offer Price, resulting in a 13.6% ownership for Schibsted in the Aurelia Acquisition Companies, offering incremental value upside.
- In addition, Schibsted will, subject to and upon completion of the Transaction, receive approximately NOK 1 billion in cash as part of the cash settlement of a total return swap (TRS) previously entered into between Schibsted and Danske Bank A/S.
- Schibsted intends to use the cash proceeds from the Transaction to return capital to its shareholders.
Kristin Skogen Lund, CEO at Schibsted, comments:
“This is an important milestone for Schibsted. Adevinta represents our journey of more than 20 years of sustained value creation, by pioneering the online classifieds industry and exporting its success across borders. The decision to participate in this transaction is the result of a thorough process to find the most certain and value accretive solution for Schibsted and our shareholders, where we receive significant cash proceeds today at an attractive valuation, and secure participation in further upside. It is the natural next step in our Adevinta strategy, which started with the spin-off in 2019 based on strategic and financial merits, accelerated through the strategic combination with eBay Classifieds Group in 2020, and continues with the transaction announced today. We believe Adevinta is well positioned for future growth in a private setting with significant support from owners that can make the required investments for the business to achieve its long-term potential.”
Transaction rationale for Schibsted and background
The Transaction delivers significant value to Schibsted’s shareholders, thanks to a large cash monetisation at completion of the Transaction, while at the same time offering incremental value upside through the reinvested minority stake in the Aurelia Acquisition Companies. Compared to the other potential alternatives that have been considered, we believe this Transaction to represent the most certain and value accretive solution for Schibsted and our shareholders.
Adevinta represents our journey of more than 20 years of sustained value creation initiated in the early 2000s, by pioneering the online classifieds industry and subsequently exporting its success across borders, including but not limited to the establishment of Leboncoin and the creation of the world’s largest online classifieds platform by supporting the acquisition of eBay Classifieds Group (eCG) by Adevinta in 2020.
The Transaction is the natural next step in our Adevinta strategy, which started with the spin-off in 2019 based on strategic and financial merits, continued with Schibsted’s progressive transition from a strategic to financial ownership, and that is ultimately intended to capture and deliver value creation through the monetisation of our stake in Adevinta.
Thanks to our active support, including the reinvestment of a minority stake in the Aurelia Acquisition Companies to enable a transaction of such size, Schibsted will contribute to the viability of the Transaction, resulting in a significant control premium for Adevinta and its shareholders otherwise not available. We believe the Transaction to be beneficial to Adevinta which is well positioned for future growth in a private setting with significant support from owners that can make the required investments for the business to achieve its long-term potential.
For Schibsted, the Transaction represents a major next step in realising its full potential, thanks to the reduction of its ownership in Adevinta by 60%, which will unlock our balance sheet, allowing us and the financial markets to better focus on our core businesses which are well positioned for further growth.
The Offer in brief
The Offeror has entered into a transaction agreement with Adevinta, whereby the Offeror, subject to certain conditions, has agreed to make a voluntary tender offer to acquire all outstanding Class A shares of Adevinta (the “Transaction Agreement”).
The Offer is the result of an extensive process between the Offeror and a special committee of the Board of Directors of Adevinta comprised of the five independent board members who are not connected to/affiliated with Permira, Schibsted or eBay.
The Offer is supported by the three largest shareholders of Adevinta (eBay, Schibsted and Permira), representing approximately 72.3% of its share capital.
It is expected that the Offer will be completed in the second quarter of 2024, following receipt of regulatory approvals. Completion of the Offer will be subject to fulfilment or waiver by the Offeror of customary conditions, including obtaining regulatory permits, consents and approvals from the applicable regulatory authorities in connection with the Offer on terms satisfactory to the Offeror, a minimum acceptance level of 90% (including the Adevinta shares already controlled by Permira, eBay and Schibsted); the Board statement not being amended, modified or withdrawn, no material breach or termination of the Transaction Agreement, ordinary conduct of business, no legal action and no material adverse change in Adevinta having occurred.
Please refer to the announcement made by Permira and Blackstone today for further details on the Offer and the announcement made by Adevinta for the Adevinta board’s statement on the Offer. Complete details of the Offer, including all terms and conditions, will be contained in the combined offer and exempted document to be issued by the Offeror, which will be sent to all eligible shareholders of Adevinta following review and approval by the Oslo Stock Exchange. The combined offer and exempted document is expected to be approved during December 2023. The Offer may only be accepted on the basis of the combined offer and exempted document.
Key Transaction terms for Schibsted
Schibsted has agreed with the Offeror, on certain terms and conditions, subject to and upon completion of the Offer, (i) to sell to the Aurelia Acquisition Companies 208,240,307 Adevinta shares, representing approximately 17.0% of the issued shares in Adevinta, for cash at the Offer Price, representing a total cash consideration of approximately NOK 24 billion, and (ii) to contribute 136,563,067 Adevinta shares, representing approximately 11.1% of the issued shares in Adevinta, to the Aurelia Acquisition Companies against newly issued shares in the Aurelia Acquisition Companies at the Offer Price. In the rollover, Schibsted will receive shares in the Aurelia Acquisition Companies valued at approximately NOK 16 billion, and an expected indirect ownership in the Offeror of approximately 13.6% alongside the Investors and eBay.
In addition, as a result of the Transaction, Schibsted will, subject to and upon completion of the Transaction, receive approximately NOK 1 billion in cash as part of the cash settlement of a total return swap (TRS) previously entered into between Schibsted and Danske Bank A/S.
Use of proceeds and capital allocation
Schibsted will receive cash proceeds of approximately NOK 25 billion (including approximately NOK 1 billion settlement of the TRS) subject to and upon completion of the Offer, which will result in a net cash position.
Schibsted’s Board and Management are aware of the importance of capital allocation for our shareholders and will follow a very disciplined approach.
We intend to use the cash proceeds from the Transaction to return capital to our shareholders. Over the coming months, pending completion of the Transaction, we will continue to evaluate the various options of such distributions to shareholders, including an assessment of the appropriate allocation to debt repayment.
More information, including the precise amount, form, and indicative timetable will be determined and communicated in due course.
