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Everbridge Announces a Recommended Cash Offer to Acquire UMS at NOK 1.37 Per Share

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Everbridge Announces a Recommended Cash Offer to Acquire UMS at NOK 1.37 Per Share - on DefenceBriefing.net

Everbridge Holdings Limited and Everbridge, Inc., the global leader in critical event management and enterprise safety software applications to help keep people safe and businesses running faster (NASDAQ-NMS: EVBG) (“Everbridge”), have on February 13, 2018 entered into a transaction agreement with the Board of Directors of Unified Messaging Systems ASA (“Unified Messaging Systems”) (Oslo Axess: UMS) whereby Everbridge will launch a voluntary cash offer (the “Offer”) to acquire the entire issued share capital of Unified Messaging Systems for NOK 1.37 per share in cash. The Offer values the total share capital of Unified Messaging Systems at approximately NOK 268 million (approximately USD $33.6 million) on a fully diluted basis.



“Unified Messaging Systems offers technology for alerting large international populations on mobile devices. This innovative technology is unique in the marketplace,” said Jaime Ellertson, Chairman and Chief Executive Officer of Everbridge. “The company will provide a new way for Everbridge to help keep people safe while also expanding our international footprint. This aligns extremely well with our strategy.”

“The proposed combination of Unified Messaging Systems and Everbridge will enable both companies to deliver a more comprehensive suite of solutions to a larger number of customers. The Board of Directors of Unified Messaging Systems has undertaken a careful review of the terms and conditions of the Offer. We believe the Offer recognizes the strategic value of Unified Messaging Systems and delivers an attractive cash premium to our shareholders,” said Reidar Fougner, Chairman of the Board of Directors of Unified Messaging Systems.

The offer price represents a 44.8% premium to Unified Messaging Systems’ closing share price on 13 February 2018 and a 48.1% and 46.2% premium to the 90 days and 180 days volume weighted average stock price on 13 February 2018, the last trading day prior to the announcement of the Offer, respectively.

Certain of Unified Messaging Systems’ largest shareholders, including Fougner Invest AS represented by the chairman Reidar Fougner and Kristianro AS represented by board member Eigil Stray Spetalen, have pre-accepted the Offer for all shares they own. In addition, Everbridge has received pre-acceptances from each of the Directors and executive management holding shares in Unified Messaging Systems to tender their shares in the Offer. The total number of shares subject to these pre-acceptances represent approximately 67.3% of Unified Messaging Systems’ issued share capital. In addition, Everbridge has entered into conditional purchase agreements with holders of 2,285,000 share options, whereby Everbridge will purchase these options at a price equal to the difference between the Offer price and the exercise price for the share options, subject to closing of the Offer. The aggregate purchase price for the purchase of all the outstanding options in Unified Messaging Systems is NOK 1,066,700 (approximately USD $134,000). These pre-acceptances and commitments to sell share options may be withdrawn by the shareholders and the option holders in the event a superior competing offer is launched and the Board of Directors of Unified Messaging Systems decides to recommend such competing offer as described below.

Under the terms of the Offer, Everbridge will make a voluntary offer to acquire the entire issued share capital of Unified Messaging Systems for NOK 1.37 per share in cash. The complete details of the Offer, including all terms and conditions, will be included in an offer document complying with the requirements of the Norwegian Securities Trading Act and which is expected to be distributed to Unified Messaging Systems shareholders in February 2018, following approval by the Oslo Stock Exchange. The Offer period will be two weeks, subject to extension, and settlement of the Offer is expected to take place during the first quarter of 2018.

The closing of the Offer is subject to satisfaction or waiver of customary closing conditions, inter alia including a minimum acceptance of at least 90% on a fully diluted basis or such lower percentage (not being less than 50%) of the issued Unified Messaging Systems shares as Everbridge determines, and no material adverse change having occurred in Unified Messaging Systems. The Offer is not subject to any financing condition or any regulatory approvals. Everbridge will finance the transaction with existing cash balances.

The offer document will include the recommendation of the Offer by the Board of Directors of Unified Messaging Systems. The Board of Directors of Unified Messaging Systems has the right to amend or withdraw its recommendation of the Offer in the event a superior competing offer is made that is not matched by Everbridge within four days of being provided with notice thereof. Any such amendment or withdrawal will permit Everbridge to withdraw from the Offer. Unified Messaging Systems has agreed to pay Everbridge a break-fee of NOK 12.5 million in the event that the recommendation of the offer issued by the Board of Directors of Unified Messaging Systems is withdrawn or amended, or the Offer lapses following the announcement of a competing offer that results in the acquisition of Unified Messaging Systems.

Everbridge does not own any shares in Unified Messaging Systems or other financial instruments that gives Everbridge a financial exposure similar to a shareholding in Unified Messaging Systems. Everbridge has not acquired any shares in Unified Messaging Systems during the last six months prior to this announcement.

Everbridge intends to make a compulsory acquisition of the remaining shares in Unified Messaging Systems upon acquiring not less than 90% of the shares in Unified Messaging Systems under the Offer. Further, upon such acquisition, Everbridge intends to propose to the general meeting of Unified Messaging Systems that an application is filed with the Oslo Stock Exchange to de-list the shares of Unified Messaging Systems.

Beringer Finance is acting as financial advisor and Advokatfirma DLA Piper Norway DA is acting as legal advisor to Everbridge.

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