Statement from the Board of Directors of HiQ in response to Triton’s revised public takeover bid

The Board of Directors of HiQ has decided to unanimously recommend the shareholders of HiQ to accept Triton’s, through Trisall AB, revised public takeover bid. The takeover bid consists of a cash consideration of SEK 72 per share, which corresponds to a total value of HiQ of SEK 4,021 million.

Background

This statement is made by the Board of Directors (the “Board”) of HiQ International AB (publ) (“HiQ” or the “Company”) pursuant to Section II.9 of Nasdaq Stockholm’s Takeover Rules (the “Takeover Rules”).

Triton Fund V (“Triton”), through Trisall AB (“Trisall”), submitted, on 26 August 2020, a public takeover bid to the shareholders of HiQ to transfer all of their respective shares in HiQ to Trisall for a cash consideration of SEK 70 per share. The acceptance period commenced 10 September 2020 and end 1 October 2020.

Today, 15 September 2020, Trisall announced that they will increase the consideration in the offer to SEK 72 in cash for each share (the “Offer”).

Further information concerning the Offer is available in Triton’s bid press release from 26 August 2020, Triton’s press release from 15 September 2020, the offer document that Trisall published shortly before the beginning of the acceptance period and the bidder’s website www.invest-to-lead.com.

The Board of HiQ has engaged Danske Bank as financial advisor and Setterwalls Advokatbyrå as legal advisor in relation to the Offer.

As a part of the Board’s assessment of the Offer, the Board has also engaged Öhrlings PricewaterhouseCoopers AB (”PwC”) for a statement regarding the valuation of the Offer (a so-called “Fairness Opinion”). In the Fairness Opinion, which is attached as an appendix to this press release, PwC deems the Offer made to shareholders to be fair from a financial perspective, based on the assumptions and considerations included in the statement.

The Board’s recommendation

The Board bases its view of the Offer on an evaluation of a number of factors that the Board has deemed relevant in their assessment of the Offer. These factors include, but are not limited to, HiQ’s current standing, HiQ’s expected future development and potential as well as related opportunities and risks.

The Board concludes that the Offer of SEK 72 per share, corresponding to SEK 4,021 million, implies a premium of c. 29 percent compared to the closing price of SEK 55.90 on 25 August 2020 and approximately 30 percent compared to the volume weighted average price on Nasdaq Stockholm of SEK 55.20 on 25 August 2020.

In the assessment of the Offer, the Board has considered the Fairness Opinion by PwC, according to which the Offer is deemed fair for HiQ’s shareholders from a financial perspective, based on the assumptions and considerations included in the statement.

Against this background, the Board unanimously recommends the shareholders of HiQ to accept the Offer.

According to the Takeover Rules, the Board shall, based on what Triton, through Trisall, has stated in the announcement of the Offer, provide its understanding of the effect that the execution of the Offer will have on HiQ, particularly with regards to employment, and its understanding of Triton’s strategic plans for HiQ and the subsequent effects these could have on employment and the locations in which HiQ operates its business.

Triton, through Trisall, has expressed the following concerning the employees and management group in HiQ:

“As it enters the next phase of growth supported by Triton, HiQ’s unique culture is fundamental in creating a Northern European leader. Triton will assist HiQ’s managers and employees to cement its position as an attractive employer by supporting implementation of programs for personal and professional development, career opportunities, as well as training. These measures will apply to existing and new hires; in line with Triton’s desire to launch a new growth phase. In addition to the above, Triton does not expect that the Offer will have any significant effects for HiQ's employees, their terms of employment or employment at those sites where HiQ conducts its business today.”

The Board assumes that this description is correct and therefore does not see any reason to have a different perception in the relevant matters.

This statement shall, in all respects, be subject to and interpreted in accordance with Swedish law. Disputes in connection with this statement shall exclusively be decided in a Swedish court of law.

In order to allow persons discharging managerial responsibilities to accept the public Offer during the acceptance period (according to the prohibition on trading according to the EU Market Abuse Regulation), the Board has decided to postpone the interim report for January – September 2020 to 10 November 2020.

Stockholm, 15 September 2020

HiQ International AB (publ)
​The Board of Directors