GeoJunxion to sell its entire business and dissolve
This is a joint press release by GeoJunxion N.V.
(GeoJunxion) and Road Runner B.V. in connection
with the sale of all issued and outstanding ordinary shares in the
share capital of GeoJunxion B.V., GeoJunxion’s sole operating
entity. This announcement does not constitute an offer, or any
solicitation of any offer, to buy or subscribe for any securities
in GeoJunxion. This announcement is not for release, publication or
distribution, in whole or in part, in or into, directly or
indirectly, in any jurisdiction in which such release, publication
or distribution would be unlawful.
GeoJunxion to sell its entire business
and dissolve
Capelle aan den IJssel, the Netherlands,
26 October 2023
With reference to the publication of the
shareholder circular (Shareholder Circular) today,
GeoJunxion and Road Runner B.V. jointly announce that they reached
a definitive, conditional agreement in the form of a share purchase
agreement (SPA) relating to the sale of all issued
and outstanding ordinary shares in the share capital of GeoJunxion
B.V. (the Share Sale). Pursuant to the SPA, the
shares in GeoJunxion B.V. will be transferred to Road Runner B.V.,
and, as a result thereof, GeoJunxion’s entire business and all its
assets and liabilities will be indirectly transferred, effectively
transforming GeoJunxion in a listed shell company (or cash box)
holding only the proceeds from the Share Sale and without any
liabilities. It is anticipated that GeoJunxion will, subject to
completion of the Share Sale in accordance with the SPA
(Completion) taking place, be dissolved (the
Dissolution) following which GeoJunxion will
liquidate its assets and liabilities (Liquidation)
and the ordinary shares in the share capital of GeoJunxion (the
Listed Shares) will be delisted from Euronext
Amsterdam (the Delisting). Completion is subject
to, among others, approval by the general meeting of shareholders
of GeoJunxion.
The transactions contemplated under the SPA,
including the Share Sale, Dissolution, Liquidation, Distribution
(as defined below) and Delisting are hereinafter referred to as the
Proposed Transaction.
The management board (Management
Board) and the supervisory board (Supervisory
Board, together with the Management Board, the
Boards) of GeoJunxion believe that the Proposed
Transaction is in the best interest of GeoJunxion and GeoJunxion
B.V., promoting the continued success of their business and
sustainable long-term value creation, taking into account the
interests of all of its stakeholders, including Disinterested
Shareholders (as defined below).
Transaction highlights
- Sale of all
issued and outstanding ordinary shares in the share capital of
GeoJunxion B.V. to Road Runner B.V. at a fixed purchase price of
EUR 4,670,795.80 (the Purchase Price), which
reflects a price per Listed Share of EUR 1.10. As a result,
GeoJunxion will hold only the proceeds from the Share Sale and no
liabilities. Upon Completion it is anticipated that GeoJunxion will
be dissolved following which the Liquidation and Delisting will
take place.
- As part of the
Liquidation, an advance liquidation distribution equal to the
Purchase Price will be made to holders of Listed Shares (each a
Shareholder). The advance liquidation distribution
to be made to Shareholders will be EUR 1.10 per Listed Share
assuming no changes to the issued share capital prior to Completion
(the Distribution). The Distribution shall be paid
free from Dutch dividend withholding tax. Given that GeoJunxion
N.V. is expected to have no other assets and liabilities, no
further liquidation distributions are expected. On that basis the
total proceeds for the Shareholders in the Proposed Transaction
will be EUR 1.10 per Listed Share. Road Runner B.V. and GeoJunxion
have agreed to appropriate indemnities to protect GeoJunxion in
relation to the Liquidation and Distribution.
- The Proposed
Transaction delivers immediate, certain and attractive value to the
Shareholders. The Purchase Price represents a premium of
approximately 24% to the GeoJunxion closing price per Listed Share
on 24 October 2023 and a premium of approximately 41% to the
average volume weighted price per Listed Share for the 20 days
prior to and including 24 October 2023 of EUR 0.78.
- The Proposed
Transaction is entered into with two existing longstanding (direct
or indirect) Shareholders which (directly or indirectly) hold an
aggregate of 38.31% of the Listed Shares: Parkland Resources B.V.,
and Magnus I B.V. (together, the Purchasers). Road
Runner B.V. has been established by the Purchasers for the sole
purpose of the Proposed Transaction. The Purchasers are also debt
providers of GeoJunxion and GeoJunxion B.V. Instead of receiving
EUR 1.10 in cash per Listed Share held by them pursuant to the
Distribution, the Purchasers’ and Purchaser Related Parties’ (as
defined in the Shareholder Circular) right to the Distribution will
be settled separately as part of the Purchase Price.
- The Boards
fully support the Proposed Transaction and unanimously recommend
Shareholders to vote in favour of the resolutions
(Resolutions) to be proposed at the extraordinary
general meeting of shareholders to be held in connection with the
Proposed Transaction (EGM).
- The EGM will
take place on 12 December 2023 at 10:00 CET.
- Completion is
subject to certain conditions, including that the Share Sale is
approved with a majority of the votes cast in the EGM on the issued
and outstanding Listed Shares held by Shareholders other than the
Purchasers and the Purchaser Related Parties (Disinterested
Shareholders) as present and represented at the EGM.
- The Purchasers
have irrevocably undertaken on customary terms and conditions to
vote their respective Listed Shares in favour of the Resolutions.
In addition, the other debt provider of GeoJunxion and GeoJunxion
B.V., QuaeroQ N.V., has also irrevocably undertaken on customary
terms and conditions to vote its Listed Shares in favour of the
Resolutions. The Purchasers and QuaeroQ N.V. hold approximately
49.60% of the Listed Shares.
- Completion of
the Share Sale is expected on 15 January 2023.
Background and rationale of the Proposed
Transaction
The entering into the SPA followed the earlier
announcement by Euronext Amsterdam N.V. (Euronext)
that it would delist the Listed Shares from Euronext Amsterdam due
to GeoJunxion’s recent annual accounts not having been audited by
an “OOB” certified auditor. The initiation of the delisting process
qualifies as an event of default under the Bridge Loan Agreement
(as defined in the Shareholder Circular) entered into between
GeoJunxion, GeoJunxion B.V, Parkland Resources B.V. and QuaeroQ
N.V., making the amounts outstanding under the Bridge Loan
Agreement to become immediately due and payable. In anticipation of
an expected formal announcement by Euronext to start the delisting
procedure, the Purchasers, initially together with QuaeroQ N.V.,
expressed their possible interest to explore a potential joint
acquisition of GeoJunxion B.V. and the Boards entered into
exploratory discussions with the Purchasers regarding the Proposed
Transaction. Negotiations later on continued between the Purchasers
on the one hand and GeoJunxion on the other hand.
Before entering into the SPA, the Management
Board and Supervisory Board made a thorough assessment of the
Proposed Transaction taking into account the interests of
GeoJunxion, GeoJunxion B.V. and all their stakeholders, including
the Disinterested Shareholders. The Boards followed a comprehensive
process and gave careful consideration to determining the best
strategic option for GeoJunxion and GeoJunxion B.V. As part of this
process, the Boards, during several meetings and conference calls,
together and also separately, intensively discussed GeoJunxion’s
and GeoJunxion B.V.’s interests, the best course for their
continued success and long-term value creation and the interests of
all their stakeholders. Their considerations, reasoned views and
recommendations regarding the Proposed Transaction are set out in
detail in the Shareholder Circular.
At the end of the process, the Boards
unanimously concluded that the SPA, and the actions and
transactions contemplated under the Proposed Transaction, are in
the best interest of GeoJunxion and GeoJunxion B.V., promoting the
continued success of the business and sustainable long-term value
creation, taking into account the interests of all of its
stakeholders, including the Disinterested Shareholders, and that
Road Runner B.V. becoming the sole shareholder of GeoJunxion B.V.
will provide strategic and other benefits to its business.
Dissolution, Liquidation and
Distribution
The objective of the Proposed Transaction is
that, at Completion, all of the Listed Shares and thereby
GeoJunxion’s entire business and all its assets and liabilities
will be transferred to Road Runner B.V., effectively transforming
GeoJunxion in a listed shell company without any liabilities and
that the Dissolution, Liquidation, Distribution and Delisting can
be executed. Shareholders are therefore requested to, in addition
to approving the Share Sale, adopt resolutions to effectuate the
Dissolution, Liquidation and Distribution, subject to Completion.
The Distribution of EUR 1.10 per Listed Share will be made to the
Disinterested Shareholders in cash. The steps for the settlement of
the non-cash portion of the Distribution owed to the Purchasers
and/or Purchaser Related Parties are set out in more detail in the
Shareholder Circular.
Delisting
GeoJunxion will submit a formal request to
Euronext to delist the Listed Shares after the resolutions to
approve the Share Sale and the Dissolution have taken effect. It is
expected that the listing of the Listed Shares will end shortly
following Completion.
Conditions Precedent
Completion of the Share Sale is conditional
upon, among others, satisfaction or waiver of the following
conditions prior to or ultimately on 31 January 2024:
1. adoption
of the resolution approving the Share Sale with a majority of the
votes cast in the EGM by Shareholders, including a simple majority
of the votes cast at the EGM on the issued and outstanding Listed
Shares held by the Disinterested Shareholders as present and
represented at the EGM;
2. adoption
of the other resolutions set out in items 2 - 6 of the agenda as
included in Section 9 of the Shareholder Circular in accordance
with the articles of association;
3. the
corporate warranties relating to GeoJunxion are true and accurate
on the date of satisfaction of the Conditions Precedent under (1)
and (2) above (the Unconditional Date);
4. there
is no material breach of the other warranties included in the SPA
on the Unconditional Date;
5. between
the date of the SPA and the Unconditional Date, no event has
occurred that has or is likely to have a materially adverse effect
on the business, operations, assets, position (financial or
trading) or profits of GeoJunxion B.V.;
6. no
legal proceedings from any Shareholder, which cannot reasonably be
resolved on reasonable commercial terms prior to 31 January 2024,
against GeoJunxion, GeoJunxion B.V., the Purchasers or Road Runner
B.V. in connection with the Share Sale, the Liquidation or the
Distribution shall be pending on the Unconditional Date; and
7. no
Competing Offer (as defined in the Shareholder Circular) having
been announced or made public.
Governance
It is anticipated that all of the members of the
Boards will resign from their current board positions with
GeoJunxion as from Completion.
At least during eighteen months as from
Completion, the following governance is agreed upon.
The management board of GeoJunxion B.V. will
consist of the current members of the Management Board, being
Messrs I.E.M. Vleeschouwers and F. Altamura. Road Runner B.V. may,
in its capacity as shareholder, appoint one additional senior
executive member of the management board. In addition, GeoJunxion
B.V. will establish an Advisory Board which will consist of three
members, initially being Messrs C.S.M. Molenaar, S.P. Fernback and
B.J. Glick. Any additional member will be appointed during this
eighteen month period upon a nomination by the Advisory Board which
is approved by Road Runner B.V., and subject to such additional
member being independent (as meant in best practice provision 2.1.8
of the Dutch Corporate Governance Code).
Non-financial covenants
Road Runner B.V. and the Purchasers agreed to
certain non-financial covenants in respect of, amongst others,
strategy, financing, governance and employees for a period of
eighteen months as from the date of Completion, including the
covenants summarised below.
- Organisation
and Legal Structure:
- Structure: Road
Runner B.V. shall not break up GeoJunxion B.V. or its business
units and currently does not intend to pursue any divestments.
GeoJunxion B.V. will remain a separate legal entity and will not be
integrated or combined with portfolio companies of Road Runner B.V.
or the Purchasers.
- Head office:
GeoJunxion B.V.’s headquarters, central management and its key
support functions, from time to time, will remain at its current
headquarters.
- Corporate
identity: Road Runner B.V. shall support and respect that
GeoJunxion B.V. maintains its corporate identity, values and
culture.
- Brands: Road
Runner B.V. shall support and respect that GeoJunxion B.V.
continues to apply the names and logos of the key brands of
GeoJunxion B.V.
- Strategy: Road
Runner B.V. fully supports and respects GeoJunxion B.V.’s Strategy
(as defined in the Shareholder Circular). Its intention is to
provide GeoJunxion B.V. with the backing and support to effectuate
the Strategy benefiting all its stakeholders. Following Completion,
Road Runner B.V. shall work with GeoJunxion B.V. to grow the
business in a manner that reflects the Strategy.
- Employees:
- Existing
rights: The existing rights and benefits of GeoJunxion B.V.’s
employees, other than any share award option plans, shall be
respected, including existing rights and benefits under their
individual employment agreements and social plans.
- Redundancies:
There will be no material reorganisations or restructuring plans
resulting in material redundancies as a direct consequence of the
Share Sale.
- Existing
pension arrangements: the existing pension arrangements and the
pension rights shall be respected.
- Other: Road
Runner B.V. respects and supports a culture of excellence at
GeoJunxion B.V., where qualified employees are offered attractive
training and career progression.
- Financing: Road
Runner B.V. shall not do anything that would lead to GeoJunxion
B.V. to not be prudently financed or as result of which GeoJunxion
B.V. would incur additional third-party debt implying a ratio of
net third party debt to EBITDA exceeding 3x EBITDA. Except for any
costs incurred by Road Runner B.V. solely as a consequence of being
shareholder in GeoJunxion B.V., Road Runner B.V. shall not charge
GeoJunxion B.V. any management fees or other costs, and shall
procure that GeoJunxion B.V. shall not pay Road Runner B.V., the
Purchasers or any of their respective affiliates any such fees or
other costs, before the term of the Non-Financial Covenants (as
defined in the Shareholder Circular) lapses.
Fairness Opinion
On 4 August, Grant Thornton Specialist Advisory
Services B.V. (Grant Thornton) issued a fairness
opinion to the Boards (Fairness Opinion), to the
effect that based upon and subject to the factors, assumptions,
qualifications and other matters set forth in the Fairness Opinion
the valuation for GeoJunxion B.V. which would imply EUR 1.10 per
outstanding Listed Share is fair from a financial point of view as
per 31 March 2023. The summary of the Fairness Opinion in this
press release is qualified in its entirety by reference to the full
text of the Fairness Opinion, which is included as schedule to the
Shareholder Circular and which sets out the assumptions made,
procedures followed, matters considered, and qualifications and
limitations on the review undertaken by Grant Thornton in preparing
the Fairness Opinion. However, neither the Fairness Opinion or any
summary thereof, nor any analyses set out in the Shareholder
Circular constitutes a recommendation by Grant Thornton to any
Shareholder on how that Shareholder should vote or act on the
Proposed Transaction or any other matter.
The Boards have considered the Fairness Opinion
of 4 August 2023 in their financial assessment of the Proposed
Transaction. They have considered whether it was opportune to
obtain an updated and actualized Fairness Opinion prior to the
entering into of the SPA. Considerations herein are: (i) the
withdrawal from the transaction of one of the Initial Consortium
members (as defined in the Shareholder Circular), (ii) the updated
offer made by the remaining Initial Consortium members of EUR 1.35
per outstanding Listed Share, (iii) the deterioration in the
economic environment (following interest hikes announced by the
ECB), (iv) lower business valuations, and (v) a slow-down in the
company’s business, reflected in the preliminary first quarter
results and in the short-to-medium-term outlook.
The Boards concluded that obtaining an updated
Fairness Opinion was not feasible given the timeline for the
transaction. The Boards are also taking into consideration that (i)
the updated offer of EUR 4,670,795.80 still falls withing the
valuation ranges of the Discounted Cash Flow and Trading Multiples
valuation of the valuation report underlying the Fairness Opinion
issued on 4 August 2023 and (ii) the updated offer represents a 41%
premium compared with the average volume weighted price per Listed
Share for the 20 days prior to and including 24 October 2023 of EUR
0.78.
Financing of the Purchase
Price
The Purchaser has sufficient financing in place
to fund the cash portion of the Purchase Price from readily
available sources.
Unanimous support and recommendation by
the Boards
Having reviewed the terms and conditions of the
Proposed Transaction (including the strategic rationale and
financial aspects of the Proposed Transaction), the SPA, including
the Non-Financial Covenants, compared to a standalone strategy and
available alternative options, and having taken the interests of
all of GeoJunxion’s and GeoJunxion B.V.’s stakeholders into
account, including its employees, Disinterested Shareholders,
customers, suppliers and creditors, the Boards unanimously
determined that the Proposed Transaction is in the best interest of
GeoJunxion and GeoJunxion B.V., promoting the continued success of
their business and sustainable long-term value creation and that
Road Runner B.V. becoming the sole shareholder of GeoJunxion B.V.
will provide strategic and other benefits to it and its business.
The strategic fit with the Purchasers, combined with the
Non-Financial Covenants and the deal certainty, provide a clear
path to execute on the strategy of GeoJunxion’s and GeoJunxion
B.V.’s business (including the support of the Strategy).
Based on the above, on the terms and subject to
the conditions of the SPA, the Boards unanimously (i) support the
Proposed Transaction and (ii) recommend to the Shareholders to
approve the Proposed Transaction and vote in favour of the
Resolutions.
Irrevocable undertakings
The Purchasers and QuaeroQ N.V. have irrevocably
undertaken on customary terms and conditions to vote their
respective shares, amounting to approximately 49.61% based on the
issued and outstanding share capital of GeoJunxion on the date of
the SPA, in favour of the Resolutions. In addition, they have
irrevocably undertaken not to offer, sell, transfer or otherwise
dispose their shares. Finally, each of the Purchasers and QuaeroQ
N.V. have irrevocably undertaken to refrain from anything that
could or will frustrate the Share Sale, the Dissolution,
Liquidation, Distribution and Delisting. If the SPA is terminated
in accordance with the termination provisions pursuant to the SPA,
these irrevocable undertakings will also terminate.
Termination
The SPA may be terminated, subject to, and in
accordance with, the terms and conditions set out therein:
- by either Road
Runner B.V. or GeoJunxion if (i) any of the conditions precedent
under the SPA has not been satisfied, or waived, prior to 31
January 2024, or (i) prior to 31 January 2024 it becomes evident
that any of the conditions precedent under the SPA cannot be
satisfied; or
- by GeoJunxion
if the Boards determined that, in light of a material development,
material circumstance or material change in circumstances or facts
occurring or arising after the date of the SPA, the failure to
terminate would be inconsistent with, or constitute a breach of,
their fiduciary duties under Dutch law.
GeoJunxion agreed that, in the event of a
termination of the SPA prior to Completion pursuant to (i) the
conditions precedent set out under items 1 and 6 of the Conditions
Precedent paragraph above not being satisfied or waived, or (ii) in
accordance with the second bullet above, it will pay an amount of
up to a maximum of EUR 500,000 to compensate Road Runner B.V. for
its actual costs incurred in pursuing the Share Sale. No such
payment obligation exists if the SPA is terminated as a result of
the condition precedent under item 1 of the Conditions Precedent
paragraph above not being satisfied or waived, where there was no
simple majority of votes cast in the EGM in favour of the
resolution referred to in such Condition Precedent.
In reverse, Road Runner B.V. is required to pay
an amount of EUR 150,000 to GeoJunxion if the SPA is terminated
pursuant to a breach by Road Runner B.V. of its closing
obligations.
EGM
GeoJunxion will hold the EGM on 12 December 2023
at 10:00 CET. At the EGM, the Proposed Transaction and related
resolutions will be discussed and recommended to the Shareholders,
and the Shareholders will be requested to vote in favour of the
Resolutions. Separate convocation materials have been made
available on GeoJunxion’s website (www.GeoJunxion.com).
Further information for Shareholders is included
in the Shareholder Circular, which also includes the agenda for the
EGM, which has been made available as of today on GeoJunxion’s
website (www.GeoJunxion.com).
Announcements
Any announcement contemplated by the Proposed
Transaction will be issued by means of a press release. Any press
release issued by GeoJunxion will be made available on GeoJunxion’s
website (www.GeoJunxion.com).
Shareholder Circular and further
information
GeoJunxion has made available the Shareholder
Circular today, containing further information in connection with
the Proposed Transaction. This announcement contains selected,
condensed information regarding the Proposed Transaction and does
not replace information set forth in the Shareholder Circular. The
information in this announcement is not complete and additional
information is contained in the Shareholder Circular. Shareholders
are advised to review the Shareholder Circular in detail and to
seek independent advice where appropriate in order to reach a
reasoned judgment in respect of the Proposed Transaction. In
addition, although the Distribution shall be paid free from Dutch
dividend withholding tax, Shareholders may wish to consult with
their tax advisors regarding any other tax consequences in relation
to the Distribution under the Proposed Transaction. Digital copies
of the Shareholder Circular are available on GeoJunxion’s website
(www.GeoJunxion.com).
GeoJunxion:
Rivium Quadrant 75
2909LC
Capelle aan den IJssel
The Netherlands
GeoJunxion Press Contact
Tel:
+31 (0)10 885
1200
Email: info@geojunxion.com
About GeoJunxion
GeoJunxion is the crossroads where fundamental,
location-aware content connects with superior, customised
intelligence and highly focused innovations to empower exceptional
experiences. With an emphasis on safety and sustainability, we are
constantly expanding our portfolio to meet the demands of a diverse
and fast-evolving market. Building on decades of experience in
mapping, the company focuses on high value, dynamic content and
building environmentally conscious applications, which enrich
safety in everyday life. With location-aware content at our core,
we know where our strengths lie and have the know-how and
technology needed to offer unrivalled, intelligent products and
services.
GeoJunxion is listed on the regulated market of
Euronext Amsterdam, under the symbol GOJXN.
About Road Runner B.V.
Road Runner B.V. was incorporated as special
purpose vehicle for the Proposed Transaction by Parkland Resources
B.V. and Magnus I B.V., long time (direct or indirect)
Shareholders.
Parkland Resources B.V. is part of the Indofin
Group, a globally operating investment group with offices in Zug,
Houston, Willemstad and Rotterdam. Founded in 1968, Indofin is
actively involved in the provision of private equity and the
management of companies in Europe, the U.S., Canada, Australia and
Asia, through minority and majority participations. The Indofin
group is fully owned by the Dutch entrepreneurial family De Bruin.
Various family members continue to play an active role in the
management of the operations of the Indofin group.
Magnus I B.V. was incorporated in 2012 as
holding company and operational head office for its investment
activities. Magnus holds a variety of investments in listed and
non-listed companies and in several branches, such as real estate,
pharmaceutical and technology. Magnus is a family-owned company and
located in Amsterdam, the Netherlands.
FORWARD-LOOKING STATEMENTS / IMPORTANT
NOTICE
This document contains certain forward-looking
statements with respect to the financial position and results of
GeoJunxion. We have based these forward-looking statements on our
current expectations and projections about future events, including
assumptions regarding our present and future business strategies,
operations, and the environment in which we will operate in the
future. These forward-looking statements are subject to risks and
uncertainties that could cause actual results to differ materially
from those expressed in the forward-looking statements, and you
should not place undue reliance on them.
Many of these risks and uncertainties relate to
factors that are beyond the company’s ability to control or
estimate precisely, such as timing of placement of orders of our
customers, exchange-rate and interest-rate fluctuations, labour and
other cost inflation, changes in tax rates, regulatory and legal
changes, the rate of technological change, the competitive
landscape, political developments in countries in which the company
operates and the risk of a downturn in the market.
The forward-looking statements contained herein
speak only as of the date they are made. We do not assume any
obligation to update any public information or forward-looking
statement in this document to reflect events or circumstances after
the date of this document, except as may be required by applicable
laws.
This is a public announcement by GeoJunxion
N.V., pursuant to article 17, paragraph 1 of the European Market
Abuse Regulation (596/2014). This public announcement does not
constitute an offer, or solicitation of an offer, to buy or offer
securities in GeoJunxion N.V.
- 20231026 - Press Release - Announcement (final version)
- 20231026 - Shareholder Circular (final version)
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