Statement by the independent bid committee of Pagero in relation to the public offer from Avalara, Inc. of SEK 45 per share

Background

This statement is made by the independent bid committee (the "Bid Committee") of the Board of Directors of Pagero Group AB (publ) ("Pagero" or the "Company") pursuant to section II.19 of the Takeover rules for certain trading platforms (the "Takeover Rules").

On 12 January 2024, Avalara, Inc.¹, acting through Loki BidCo AB², ("Avalara") announced a public offer to the shareholders of Pagero to acquire all outstanding shares in Pagero for a consideration of SEK 45 in cash per share in Pagero. For further information regarding Avalara's offer, please refer to the website prepared by Avalara: www.pagero-offer.com.

Today, on 15 January 2024, Thomson Reuters Corporation, through its wholly-owned subsidiary Thomson Reuters Finance³ ("Thomson Reuters"), announced an increase of the consideration under the public offer to the shareholders of Pagero that Thomson Reuters announced on 11 January 2024, to SEK 50 in cash per share and further that the offer had been declared unconditional and that Thomson Reuters had acquired in total approx. 53.81 per cent of the shares and votes in Pagero. For further information regarding Thomson Reuters' offer, please refer to the website prepared by Thomson Reuters: www.business-network-offer.com.

Lazard is financial advisor and Cederquist is legal advisor to Pagero's Bid Committee.
 

The Bid Committee's recommendation and evaluation of Avalara's offer

The board members Bengt Nilsson, Birger Steen and Christian Melby have, due to previous undertakings to accept Vertex Inc.'s ("Vertex") offer for all shares in Pagero (which was announced on 13 December 2023 and that now has been withdrawn according to a press release on 14 January 2024) and due to the sale of shares to Thomson Reuters, not participated and will not participate in the Board of Directors' handling of, or decisions on, bid related matters⁴. Instead, as previously announced, the Bid Committee was formed to manage bid related matters, consisting of the four remaining board members Fredrik vom Hofe, Karin Sandsjö, Mats Ryding and Marianne K. Knudsen. Fredrik vom Hofe is the chairman of the Bid Committee.

The Bid Committee has unanimously decided to recommend the shareholders of Pagero to accept the increased public offer made by Thomson Reuters. For more information about the reasons for the Bid Committee's recommendation thereof, please refer to the Bid Committee's statement in relation to Thomson Reuters' increased offer that was announced earlier today through a separate press release, which is available at www.pagero.com.

On this basis, the Bid Committee unanimously recommends the shareholders of Pagero not to accept Avalara's offer.

Under the Takeover Rules, the Bid Committee shall, based on the statements made by Avalara in its announcement of the offer, present its opinion regarding the impact that the implementation of the offer may have on Pagero, particularly in terms of employment, and its opinion regarding Avalara's strategic plans for Pagero and the effects it is anticipated that such plans will have on employment and on the places in which Pagero conducts its business. In its offer announcement, Avalara has stated the following in respect of the employees and management of Pagero:

"Avalara and Vista Equity Partners are impressed with the strength of the executive management team of Pagero and believe that they, together with other employees of the Company, have played a key role in the Company's growth to date. Loki BidCo's plans for the future business and general strategy of Pagero, as described above, does not currently include any material changes with regard to Pagero's operational sites, its management and employees, including their terms of employment."

The Bid Committee assumes that this description is accurate and has in relevant aspects no reason to take a different view.

This statement shall in all respects be governed by and construed in accordance with Swedish law. Disputes arising from this statement shall be settled exclusively by Swedish courts.

Gothenburg, 15 January 2024

Pagero Group AB (publ)

The Bid Committee
 

For more information, please contact:

Fredrik vom Hofe, Deputy Chairman of the Board of Directors and Chairman of the Bid Committee

Oscar Wegland, Chief Marketing Officer, +46733620060, [email protected]

This statement has been published in a Swedish and an English version. In case of any discrepancies between the Swedish and the English version, the Swedish version shall prevail.
 

About Pagero

Pagero provides a Smart Business Network that connects buyers and sellers for automated, compliant, and secure exchange of orders, invoices, payment instructions and other business documents. With an open network and a wide range of value-added apps, Pagero helps businesses streamline their order-to-cash and purchase-to-pay processes while unlocking the full potential of accurate and reliable business data. All of this, regardless of location, industry, size or systems.

Pagero's share is traded on Nasdaq First North Growth Market under ticker PAGERO and ISIN SE0016830517.

Carnegie Investment Bank AB (publ) is Certified Adviser.

Find out more on www.pagero.com.