Meltwater Provides Additional Detail on Strategic Review Process
Advocates Shareholders to Vote FOR the Transaction at the May 2 EGM and Tender their Shares into the Offer
OSLO, Norway, April 26, 2023 (GLOBE NEWSWIRE) — Meltwater N.V. (“Meltwater” or the “Company”), a global leader in media and social intelligence, today announced that leading independent proxy advisory firms Institutional Shareholder Services (“ISS”) and Glass Lewis & Co. (“Glass Lewis”) both have recommended that Meltwater shareholders vote “FOR” the voluntary offer (the “Offer”) from MW Investment B.V. (“MWI” or the “Offeror”) to acquire all outstanding shares of Meltwater shares at a price of NOK 18.00 per share (the “Offer Price”). ISS and Glass Lewis make proxy voting recommendations to their subscribers, including most of the major institutional investors globally, on how to vote in shareholder meetings.
The Offer Price represents a premium of 135% to the last traded price of NOK 7.67 as per 14 September 2022, the day immediately preceding announcement of the strategic review. The Offer price also represents a premium of 36% to the last traded price of NOK 13.25 as per 18 January 2023. The Offer also includes a mix and match facility, whereby Meltwater shareholders may elect whether to receive settlement either (i) in cash, (ii) in shares in the Offeror, or (iii) 50% Cash Consideration and 50% in shares in the Offeror, subject to pro rata limitations for the 50% Share Alternative and the issuance of special voting shares to ensure Altor and Marlin retain a majority voting interest in the Offeror.
Commenting on the ISS and Glass Lewis recommendations, the special committee of the Meltwater Board of Directors stated the following:
In response to inbound interest in April of 2022, the full Board retained J.P. Morgan and DNB Markets and initiated a strategic review process aimed at maximizing value for Meltwater and its stakeholders. The strategic review was publicly announced in September 2022 to increase the number of parties involved in the process, ensuring all avenues were explored and a conclusion could be reached that was in the best interests of Meltwater and its stakeholders. The Board formed a special committee consisting of non-executive and non-conflicted Board members.
The Company and the special committee entertained interest from more than 20 different strategic and financial third parties. The special committee also assessed a number of other strategic alternatives and the Company’s standalone prospects. Ultimately, the special committee determined that the Offer represented the highest credible bid received, the most attractive overall opportunity and maximized value for Meltwater and its stakeholders. In fact, all other bidders arrived at a valuation per share for a cash offer that was meaningfully below that of the Offer Price, made bids that were not actionable or did not put forward a proposal.
The ISS and Glass Lewis recommendations validate both the special committee’s thorough and comprehensive process as well as its outcome.
MW Investment B.V.’s proposed acquisition of Meltwater offers shareholders an opportunity to realize significant, immediate and certain cash value for their shares. Alternatively, shareholders have the choice to participate in the ownership of the business in a private context.
Meltwater’s Board of Directors (excluding its members having a conflict of interest) unanimously recommends that shareholders vote FOR the transaction and tender their shares into the Offer.
In its April 20, 2023 report, Glass Lewis noted (1):
• “All told, we believe the MWI offer provides a reasonable structure, whereby shareholders will have the option to elect to receive a consideration in the form of cash, shares in MWI or a mix of both, which provides shareholders flexibility and the ability to benefit from either certain and immediate value through the cash consideration or potential upside in the continuing business through the share consideration.”
• “All else held equal, we consider this to be representative of a sufficiently fair and exhaustive process which can reasonably be believed to have resulted in the best available offer.”
• “Moreover, we believe the results of our supplemental comparable companies analysis provide further evidence to suggest that the valuation implied by the transaction is within a reasonable range.”
The extraordinary general meeting of the Company, at which shareholders will vote to adopt a resolution for the merger and share sale of the Company, is scheduled to be held on May 2, 2023. The EGM documents, including details on how shareholders can vote, are available for inspection at the offices of the Company. Copies may be obtained free of charge by shareholders and others entitled to attend the meeting. These documents are also available at www.meltwater.com.
For more information on MW Investment B.V.’s proposed acquisition of Meltwater, shareholders may visit https://www.carnegie.no/
Meltwater released its 2022 annual report today, which is available on its investor relations website and includes information on key performance indicators for recent quarters.
Advisors
J.P. Morgan Securities plc and DNB Markets, a part of DNB Bank ASA, are serving as financial advisors to Meltwater. Schjødt, Houthoff and DLA Piper are acting as legal advisors to Meltwater.
For further information, please contact:
Elise Heidenreich (Investor Relations and Media Contact Oslo)
eh@meltwater.com
Brinlea Johnson (Investor Relations and Media Contact New York)
ir@meltwater.com
About Meltwater
Meltwater provides social and media intelligence. By examining millions of posts each day from social media platforms, blogs and news sites, Meltwater helps companies make better, more informed decisions based on insight from the outside. The company was founded in Oslo, Norway, in 2001 and now has 50 offices across six continents. The company has ~2,300 employees and 27,000 corporate customers, including industry leaders in several sectors. Learn more at meltwater.com. This information is subject to the disclosure requirements pursuant to Section 5-12 the Norwegian Securities Trading Act.
(1) Permission to use quotes neither sought nor obtained.
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