May 25, 2021
NOT FOR DISTRIBUTION OR RELEASE, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, TO U.S. NEWS WIRE SERVICES, OR FOR DISSEMINATION IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, THE HONG KONG SPECIAL ADMINISTRATIVE REGION OF THE PEOPLE'S REPUBLIC OF CHINA OR JAPAN, OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL.
Espoo, Finland, 25 May 2021: Reference is made to the announcements by Nordhealth AS (the "Company" or "Nordhealth”) dated 11 May and 19 May 2021 regarding a contemplated private placement (the “Offering”) and a subsequent listing of the Company’s shares on Euronext Growth Oslo ( the “Listing”).
Nordhealth, a leading provider of cloud-based Practice Management Software for veterinarians and therapists, is pleased to announce that the book-building for the Offering has been successfully completed with a total transaction size of EUR 165 million. The Offering attracted strong interest from high quality investors based in the US, Europe and the Nordic region.
Didier Breton, chairman of the board, said, “We are humbled and motivated by the vote of confidence given to us by our new investors. Nordhealth will immediately start deploying the capital to continue long-term value creation via our proven strategy of organic growth and acquisition-led expansion.”
Charles MacBain, Chief Executive Officer and majority owner at Nordhealth, said, “There is a window of opportunity of 3-5 years for Nordhealth to capture the shift from legacy on-premise or hosted to cloud-based practice management software within our selected healthcare niches, through a combination of organic growth and M&A. The new capital and listing on Euronext Growth position Nordhealth to fully take advantage of this opportunity by increasing our scale to invest even more in our products to the benefit of our customers.”
The Offer Shares (as defined below) were offered at NOK 40.786, equivalent to EUR 4.0 per share (the “Offer Price”), corresponding to a pre-money equity value of the Company of approximately EUR 200 million.
The Offering comprised a primary offering in the form of 30,000,000 new Class A shares raising gross proceeds to the Company of EUR 120 million (the “New Shares”) and ii) a secondary offering of 7,500,000 existing Class A shares (the “Sale Shares”). The secondary offering was structured as a pro-rata sale among existing shareholders (the “Selling Shareholders”).
In addition, the Manager (as defined below) has over-allotted 3,750,000 existing Class A shares (the “Additional Shares” and, together with the New Shares and the Sale Shares, the “Offer Shares”), to facilitate price stabilisation activities in a period of 30 days from the first day of Listing.
A group of five investors subscribed for and was allocated shares for approximately EUR 87 million in the Offering. These investors comprise of funds advised by Capital Research and Management Company (EUR 25.6 million), funds managed by Paradigm Capital AG (EUR 20 million), Luxor Capital Group (EUR 15m million), AP4 (The Fourth Swedish National Pension Fund)(EUR 14 million) and Grandeur Peak Global Advisors (EUR 12.2 million).
There will be in total 79,999,999 issued shares in Nordhealth following the issuance of the New Shares, resulting in a post-money market capitalisation of the Company of approximately EUR 320 million, based on the Offer Price.
The Company’s net proceeds from the Offering will be used to finance an already signed acquisition, future potential acquisitions, acceleration of organic growth initiatives and for general corporate purposes.
The existing shareholders have granted Carnegie AS, as stabilisation manager, an option to acquire at the Offer Price a number of Class A shares equal to the number of Additional Shares to cover short positions resulting from any over-allotments made. Such option must be exercised by the Manager no later than the 30th day following commencement of trading on Euronext Growth Oslo. The stabilisation manager, on behalf of the Manager, may (but will be under no obligation to) effect stabilisation activities in accordance with Commission Delegated Regulation (EU) 2016/1052, as implemented into Norwegian law by Section 3-1 of the Norwegian Securities Trading Regulation, in a period of 30 days from the first day of trading on Euronext Growth Oslo in order to support the market price of the shares. However, stabilisation action may not necessarily occur and may cease at any time. Any stabilisation action may begin on or after the date of commencement of trading of the shares on Euronext Growth Oslo and, if begun, may be ended at any time, but it must end no later than 30 days after that date. Stabilisation may result in a price of the shares that is higher than might otherwise prevail, and the price may reach a level that cannot be maintained on a permanent basis.
The Company, the Selling Shareholders and members of the Company's board of directors and management have entered into customary lock-up arrangements with the Manager that will restrict, subject to certain exceptions, their ability to, without the prior written consent of the Manager, issue, sell or dispose of shares, as applicable, for a period of 12 months for the Company and Selling Shareholders, after the commencement of trading in the shares on Euronext Growth Oslo.
The issuance of the New Shares is inter alia subject to the extraordinary general meeting to be held today on 25 May 2021 resolving the share capital increase pertaining to the Private Placement. Nordhealth has applied for, and will, subject to the necessary approvals from the Oslo Stock Exchange, list the shares of the Company on Euronext Growth Oslo (the “Listing”) on or about 3 June 2021.
Nordhealth is a cloud-based healthcare SaaS company whose mission is to redefine digital healthcare. The Company’s products empower healthcare professionals to improve patient care, increase efficiency and expand their business. Since 2005, the Company has acquired and built cloud-based software for veterinary and therapeutic professionals and their patients, and now serves more than 30,000 professionals across 7,000 clinics and hospitals located in over 25 countries. Nordhealth has a solid footprint in the Nordic region and a growing presence internationally. The Company’s highly diversified customer base includes Tier 1 companies such as IVC Evidensia, AniCura, Coronaria, and Fysios. Nordhealth, is headquartered in Espoo, Finland. The Group is remote-first, with more than 140 employees working either remotely or from offices (collaboration hubs), serving a global customer base.
Carnegie AS acts as sole bookrunner in respect to the Offering and Listing (the “Manager”). Advokatfirmaet Thommessen AS acts as legal counsel to the Company. Advokatfirmaet Haavind AS acts as legal counsel to the Manager.
This announcement is not for distribution or release, in whole or in part, directly or indirectly, in or into the United States of America (including its territories and possessions, any state of the United States of America and the District of Columbia) (the "United States"), Australia, Canada, the Hong Kong Special Administrative Region of the People's Republic of China or Japan, or any other jurisdiction in which the distribution or release would be unlawful.
This announcement does not constitute or form a part of any offer of securities for sale or a solicitation of an offer to purchase securities of the Company in the United States or any other jurisdiction. The securities of the Company may not be offered or sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act"). The securities of the Company have not been, and will not be, registered under the U.S. Securities Act, and may not be offered or sold in the United States absent registration under the US Securities Act or an available exemption from, or transaction not subject to, the registration requirements of the US Securities Act. There will be no public offering of securities in the United States. Any sale in the United States of the securities mentioned in this communication will be made solely to "qualified institutional buyers" as defined in Rule 144A under the U.S. Securities Act. No public offering of the securities will be made in the United States.
The Company has not authorized any offer to the public of securities in any Member State of the European Economic Area nor elsewhere. With respect to any Member State of the European Economic Area (each an "EEA Member State"), no action has been undertaken or will be undertaken to make an offer to the public of securities requiring publication of a prospectus in any EEA Member State. In any EEA Member State, this communication is only addressed to and is only directed at qualified investors in that Member State within the meaning of the EU Prospectus Regulation, i.e., only to investors who can receive the offer without an approved prospectus in such EEA Member State. The expression "EU Prospectus Regulation" means Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 (together with any applicable implementing measures in any Member State).
In the United Kingdom, this communication is only addressed to and is only directed at Qualified Investors who (i) are investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) (the "Order") or (ii) are persons falling within Article 49(2)(a) to (d) of the Order (high net worth companies, unincorporated associations, etc.) (all such persons together being referred to as "Relevant Persons"). These materials are directed only at Relevant Persons and must not be acted on or relied on by persons who are not Relevant Persons. Any investment or investment activity to which this announcement relates is available only to Relevant Persons and will be engaged in only with Relevant Persons. Persons distributing this communication must satisfy themselves that it is lawful to do so.
Matters discussed in this announcement may constitute forward-looking statements. Forward-looking statements are statements that are not historical facts and may be identified by words such as "anticipate", "believe", "continue", "estimate", "expect", "intend", "may", "should", "will" and similar expressions. The forward-looking statements in this release are based upon various assumptions, many of which are based, in turn, upon further assumptions. Although the Company believes that these assumptions were reasonable when made, these assumptions are inherently subject to significant known and unknown risks, uncertainties, contingencies and other important factors which are difficult or impossible to predict and are beyond its control. Such risks, uncertainties, contingencies and other important factors could cause actual events to differ materially from the expectations expressed or implied in this release by such forward-looking statements. The information, opinions and forward-looking statements contained in this announcement speak only as at its date and are subject to change without notice.
This announcement is made by and, and is the responsibility of, the Company. The Manager is acting exclusively for the Company and no one else and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients, or for advice in relation to the contents of this announcement or any of the matters referred to herein.
Neither the Manager nor any of its respective affiliates makes any representation as to the accuracy or completeness of this announcement and none of them accepts any responsibility for the contents of this announcement or any matters referred to herein.
This announcement is not a prospectus. No prospectus is required and no such prospectus or similar document will be published in connection with the Offering. This announcement is for information purposes only and is not to be relied upon in substitution for the exercise of independent judgment. It is not intended as investment advice and under no circumstances is it to be used or considered as an offer to sell, or a solicitation of an offer to buy any securities or a recommendation to buy or sell any securities of the Company. Neither the Manager nor any of its respective affiliates accepts any liability arising from the use of this announcement.
Each of the Company, the Manager and their respective affiliates expressly disclaims any obligation or undertaking to update, review or revise any statement contained in this announcement whether as a result of new information, future developments or otherwise.
The distribution of this announcement and other information may be restricted by law in certain jurisdictions. Persons into whose possession this announcement or such other information should come are required to inform themselves about and to observe any such restrictions.View all news