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Advent International, ATP and Bain Capital complete acquisition of Nets

COPENHAGEN, 9 July 2014 – Advent International, ATP and Bain Capital (the “Consortium”) today announced the completion of the acquisition of Nets, one of Europe’s largest payment solutions providers. This follows approval of the transaction by the relevant Danish, Norwegian, Finnish and EU regulatory authorities.

James Brocklebank, Managing Partner with Advent International and Nets board member said: “We are pleased to have completed the acquisition of Nets. We are committed to investing in the company to ensure it continues to be a trusted partner for its customers and we remain very excited about the opportunity to take Nets forward. Today our work begins.”

John Helmsøe-Zinck, Managing Partner at Via Venture Partners, the management company for ATP’s IT investments and Nets board member added: “Nets has excellent products and services and in partnership with the new owners it will now have the financial resources and operational expertise to implement the major investments needed to ensure it remains a market leader. We are committed to accelerating the company’s growth and enabling the company to strengthen its international position.”

Robin Marshall, Managing Director with Bain Capital and Nets board member added: “Data security is of the utmost importance to us. We have followed recent revelations about abuse of credit card information by a Nets subcontractor with huge concern. We, as well as Nets, are taking this very seriously. Nets, under the previous ownership, has already commenced its own extensive review, which we believe to be thorough and wide-ranging. The new board of Nets will review this existing work, and potentially extend the scope and remit of that work where it deems appropriate.”

Inge K. Hansen (former Director of DnB, former CFO of Statoil, current Chairman of Gjensidige Forsikring) who worked with the Consortium throughout the process, will serve as Interim Chairman of Nets until a permanent independent Chairman is found. One of Mr. Hansen’s first priorities will be to work with management to review progress so far on the data security issues.

About Nets

Nets connects banks, businesses, merchants and consumers via an international network, which facilitates the exchange of digital payments, identities and information – called ‘digital values’.

Founded in 1968, Nets has a strong history of securely handling payments transactions. Nets’ activities include interbank clearing, terminal and PSP services, direct debit, credit transfers, e-invoicing, e-archiving, national e-identity solutions and card acquirer and issuer payment processing. Nets operates the domestic schemes of Dankort, BankAxept, Betalingsservice, Aftalegiro, NemID and BankID and is active in card acquiring through the subsidiary Teller.

Nets was established in 2010 when Danish PBS Holding A/S (owner of PBS and PBS International) and Norwegian Nordito AS (owner of BBS and Teller) merged into a new, common group.

Nets works towards the vision of creating the future of digital values. Reflecting this, the company provides a comprehensive choice of services covering: Cards, Payment and Information Services, eSecurity and Merchant Solutions.

Nets has 2,600 employees in Denmark, Norway, Finland, Sweden and Estonia.

Find out more at www.nets.eu

About the Consortium

The Consortium consists of funds advised by affiliates of Advent International plc (“Advent” or “Advent International”), Bain Capital Europe, LLP and its affiliates (“Bain Capital”) and ATP (“ATP”, “ATP Private Equity Partners” and “Via Venture Partners”). The Consortium was formed specifically to provide the best mix of skills and experiences to ensure a smooth transition of Nets’ ownership, providing thoughtful governance to the company and working with banking customers and other stakeholders to drive long-term sustainable growth, competitiveness and service quality post-close. To complement Advent and Bain Capital’s understanding of global payments and digital infrastructure, ATP brings a deep understanding of the local environment.

The Consortium acquired Nets from a group of 186 primarily Danish and Norwegian banks for a cash consideration of 17 Bn DKK.

About Advent International

Founded in 1984, Advent International is one of the largest and most experienced global investors dedicated solely to private equity. Since inception, the firm has invested in more than 290 buyout transactions in 39 countries and today has EUR 23.3 billion in assets under management. With offices on four continents, Advent has established a globally integrated team of over 170 investment professionals across North America, Europe, Latin America and Asia. The firm focuses on growth and traditional buyout and strategic repositioning transactions across five core sectors, including business and financial services; healthcare; industrial; retail, consumer and leisure; and technology, media and telecoms. After 30 years dedicated to international investing, Advent remains committed to partnering with management teams to deliver sustained revenue and earnings growth for portfolio companies.

Advent International is investing DKK 2.6 billion of equity capital in Nets.

For more information, visit adventinternational.com

About Bain Capital Private Equity

Founded in 1984, Bain Capital is one of the world’s foremost privately-held alternative investment firms, with more than DKK 370 billion of assets under management. With deep experience investing in building businesses around the world, the firm has made private equity, growth, and venture capital investments in more than 450 companies, across a variety of industries including Financial and Business Services, Industrials, Consumer & Retail, Technology, Media & Telecommunications, and Healthcare.

The firm has a strong track record of investments in the payments processing, financial services and technology sectors, including its investments in WorldPay, the leading credit and debit card processing business acquired from the Royal Bank of Scotland, Sungard, Fleetcor, Applied Systems and Ameritrade. Bain Capital Europe has an experienced, sector-focused local team of 72 private equity professionals, including 23 dedicated to post-acquisition value creation, focused on delivering a differentiated strategy and exceptional returns.

Bain Capital has a strong track record in the region and currently owns four significant Nordic companies employing more than 10,000 people. Bain Capital has offices in Boston, New York, Chicago, Palo Alto, London, Munich, Tokyo, Shanghai, Hong Kong, Mumbai and Melbourne.

Bain Capital is investing DKK 2.6 billion of equity capital in Nets.

For more information, visit http://www.baincapitalprivateequity.com/

About Arbejdsmarkedets Tillægspension (“ATP”)

ATP manages DKK 593 billion in pension savings for 4.8 million people and is one of Europe’s largest pension investors. The objective of ATP’s investments is to protect and maximize the purchasing power of pension savings. In addition to the pension fund, ATP also consists of ATP Benefit Processing Business, handling the processing and payment of a number of welfare and social insurance schemes, including several for the Danish state. ATP Benefit Processing Business administrates benefits worth more than DKK 200 billion yearly.

ATP is investing DKK 3.6 billion in Nets, consisting of DKK 300 million of equity capital and DKK 3.3 billion structured as a payment in kind note. The payment in kind note is a quasi-equity investment with no cash interest requirement and no financial covenants. The payment in kind investment is shared between ATP Private Equity Partners that invests DKK 150 million and ATP that invest DKK 3.15 billion.

ATP Private Equity Partners handle private equity investments on behalf of ATP. ATP Private Equity Partners was formed in 2001, and has since then focused on investments in private equity funds as well as co-investments with such funds. ATP Private Equity Partners is among the largest European investors in the global private equity market with an annual investment program of DKK 2–3 billion. Investment commitments include commitments to the Advent International VI & VII funds.

ATP Private Equity Partners is investing DKK 150 million of equity capital in Nets.

Via Venture Partners is among the largest investors in the Nordic region dedicated to IT company investments. Via Venture Partners Fond I & II K/S, subsidiaries of the ATP Group, was founded in 2006 and 2010, respectively. The investments are managed through the management company Via Venture Partners A/S. Via Venture Partners has DKK 2 billion at its disposal for investment purposes.

Via Venture Partners is investing DKK 150 million of equity capital in Nets.

For more information, go to:
www.atp.dk
www.atp-pep.com
www.viaventurepartners.com

Media contacts

Advent International
Denmark/Nordic:
Kreab Gavin Anderson
Christian Groenning
+45 27 63 07 55
cgroenning@kreab.com

UK/Global:
FTI Consulting
Fergus Wheeler
+44 (0) 7710 128 347
fergus.wheeler@fticonsulting.com
Louisa Feltes
+44 (0) 7843 385 075
louisa.feltes@fticonsulting.com

ATP
Annemette Moesgaard
+45 60 80 91 47
amg@atp.dk

Bain Capital
Denmark/Nordic:
Kreab Gavin Anderson
Christian Groenning
+45 27 63 07 55
cgroenning@kreab.com

UK/Europe:
Camarco
Ed Gascoigne-Pees
+44 (0) 7884 001 949
ed.gascoigne-pees@camarco.co.uk
Hazel Stevenson
+44 (0) 7986 009 720

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Former H.J. Heinz Chairman, CEO and President William Johnson Joins Advent International’s Operating Partner Program

BOSTON, July 2, 2014 – Advent International, one of the largest and most experienced global investors dedicated solely to private equity, today announced that William R. Johnson, former chairman, chief executive officer and president of H.J. Heinz Company Limited (“Heinz”), has been engaged by Advent as an Operating Partner. Mr. Johnson will work closely with Advent’s global retail and consumer team to identify and evaluate investment opportunities in the consumer industry with a particular focus on consumer packaged goods and food.

Mr. Johnson had a highly distinguished 31-year career at Heinz and was CEO for over 15 years. Under his leadership, Heinz grew top- and bottom-line results across multiple segments to transform the company into a global food industry leader. In addition to his role as CEO and president, Mr. Johnson held a number of leadership positions throughout the organization, including chief operating officer and senior vice president and served on the Heinz Board of Directors for 20 years. He began his career at Heinz in 1982 as general manager of new businesses for Heinz U.S.A.

“Bill is one of the premier executives in the consumer packaged goods industry, and we are excited that he has agreed to support the Advent team,” said Jeff Case, a managing director at Advent. “Bill’s expertise in consumer products and food will complement our extensive experience in the retail space and further strengthen our ability to source new investments and drive value creation in our portfolio.”

“Advent has demonstrated continued success investing in the global retail and consumer space,” said Mr. Johnson. “I am excited to apply the experience I have gained over my career to that process and I am looking forward to working with Advent.”

Mr. Johnson currently serves on the boards of Emerson Electric Co. (NYSE: EMR), and UPS (NYSE: UPS). He previously served on the boards of The PNC Financial Services Group, The Clorox Company, Georgia-Pacific LLC, the Amerada Hess Corporation and the Grocery Manufacturers Association. Mr. Johnson earned his undergraduate degree from UCLA and an MBA from the University of Texas.

Mr. Johnson is the most recent executive to be added to Advent’s Operating Partner Program, a long-established and successful element of the firm’s highly operational approach to investing. The program includes over 60 senior industry executives who work in specific sectors as independent consultants to Advent and its portfolio companies. These executives, many of whom have been involved in multiple Advent investments, assist in finding attractive investment opportunities, conducting due diligence and creating and driving value creation plans for Advent’s portfolio companies.

Advent has been investing in the retail, consumer and leisure industry for 25 years and has completed over 50 investments in the sector worldwide. Global investments over the past five years include Dudalina, The Coffee Bean & Tea Leaf, Douglas Holding, EKO Holding, Serta Simmons, Party City, Bojangles’, Partner in Pet Food (PPF), Five Below, DFS Furniture, Devin and Charlotte Russe.

About Advent International

Founded in 1984, Advent International is one of the largest and most experienced global investors dedicated solely to private equity. Since inception, the firm has invested in more than 290 buyout transactions in 39 countries and today has $32 billion in assets under management. With offices on four continents, Advent has established a globally integrated team of over 170 investment professionals across North America, Europe, Latin America and Asia. The firm focuses on growth and traditional buyout and strategic repositioning transactions across five core sectors, including business and financial services; healthcare; industrial; retail, consumer and leisure; and technology, media and telecoms. After 30 years dedicated to international investing, Advent remains committed to partnering with management teams to deliver sustained revenue and earnings growth for its portfolio companies.

For more information, visit adventinternational.com

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The Abernathy MacGregor Group
+1 212 371 5999
adventinternational@abmac.com

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Advent International agrees to sell ULTIMO to B2Holding

WARSAW, 1 July 2014 – Advent International, one of the largest and most experienced firms dedicated solely to private equity, and Janusz Tchórzewski, ULTIMO’s founder and minority shareholder, today announced the signing of an agreement to sell ULTIMO, a leading company in the debt management market, to B2Holding, a Norwegian specialty finance company with a strong presence in the Nordic and Baltic markets. Following the transaction, the company will become an integral part of an international platform reaching from the Nordic region to Central and Eastern Europe (CEE). B2Holding will provide ULTIMO with access to capital, know-how and strategic partnerships allowing it to compete across the wider CEE market. Terms of the agreement, which is subject to regulatory approval, were not disclosed.

In October 2006, Advent invested in ULTIMO as it recognised the company’s growth potential, deep understanding of the Polish debt purchase and collection market and high quality operational platform. Advent has since helped the business to achieve a leading market position in Poland, supporting it in a number of key areas. To date the company has contacted over two million debtors, offering them tailor-made repayment solutions and recovered over PLN 1.5 billion of debt. Today ULTIMO is a strong, independent and well-financed company, positioned for further expansion and has become a leading player in the Polish market, with a strong ethical approach towards debtors. Last year, the business closed the largest nonperforming consumer loans transaction in the Polish market, which reinforced its leading position in the country.

Monika Morali-Efinowicz, Managing Director of Advent International in Poland, said:

“We believe this to be an excellent transaction for all parties concerned and are pleased with the results that ULTIMO has achieved. During Advent’s ownership the debt under management has increased by five and a half times to more than PLN 10.5 bn. Today it is a leading company in the Polish debt management industry, with a strong management team in place and great potential for further growth. As with many of our portfolio companies, it is also now well positioned to expand into international markets.”

Christian Senye, Director at Advent International in Poland added:

“We were looking for a partner for ULTIMO which would ensure the company’s potential is fully realised going forward. We have hugely enjoyed and valued the excellent partnership we have had with the founder and the management team and wish them and all of ULTIMO’s employees continued success.”

Anna Gawęska, the CEO of ULTIMO, said:

“The support provided by Advent has helped us to become one of the leading players in the Polish debt purchase and collection market. Advent provided significant support to the company’s efforts to arrange bank funding for the acquisition of debt portfolios, helping us to increase the value of the company. Through their network, they also gave us access to deep international business knowledge and best practices. We are looking forward to the new pan-European stage of our growth.”

Jon H. Nordbrekken, Chairman of B2Holding, said:

“B2Holding’s strategy is to be the pre-eminent debt purchase and loan servicing platform in the Nordics and CEE, playing an active part in resolving the European debt crisis. We estimate that there are over €1.5 trillion of non-performing loans on European banks’ balance sheets. B2Holding offers these banks and lenders credit management solutions based on access to substantial capital, extensive operational expertise and the use of sophisticated data analytics. We are looking to grow our operations in CEE and the acquisition of Ultimo, with its strong financial position, efficient operational platform and experienced management, will enable us to significantly enhance our presence in the region.”

2014 marks Advent’s 20th year investing in Poland, which remains an important market for the firm. Advent continues to actively seek new investment opportunities in Poland and the broader CEE region across its core sectors.

About Advent International

Founded in 1984, Advent International is one of the largest and most experienced global investors dedicated solely to private equity. Since inception, the firm has invested in more than 290 buyout transactions in 39 countries and today has EUR 23.0 billion in assets under management. With offices on four continents, Advent has established a globally integrated team of over 170 investment professionals across North America, Europe, Latin America and Asia. The firm focuses on growth and traditional buyout and strategic repositioning transactions across five core sectors, including business and financial services; healthcare; industrial; retail, consumer and leisure; and technology, media and telecoms. After 30 years dedicated to international investing, Advent remains committed to partnering with management teams to deliver sustained revenue and earnings growth for portfolio companies.

For more information, visit adventinternational.com

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Marta Marczak
Point of View
+48 695 602 099
mm@pov.pl

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Advent International sells Vinnolit to Westlake Chemical

FRANKFURT, 28 May 2014 – Advent International, one of the largest and most experienced firms dedicated solely to private equity, today announced that it has signed an agreement to sell Vinnolit Holdings GmbH, a leading manufacturer of specialty PVC to Westlake Chemical Corporation for EUR 490 million. Westlake is an international manufacturer and supplier of petrochemicals, polymers and building products headquartered in Houston, Texas. The acquisition is subject to regulatory reviews.

Founded in 1993 and acquired by funds advised by Advent in 2000, Vinnolit has become a global leader in the specialty PVC market. Advent has supported the management in its successful transformation of the company into one of the foremost specialty PVC manufacturers in the world. Vinnolit’s focus on specialty PVC has seen the business diversify considerably both in terms of geography and end markets.

In addition to supporting the company’s organic growth, Advent was instrumental to Vinnolit completing a series of acquisitions. These include a deal to acquire the INEOS Paste PVC business, which significantly increased Vinnolit’s production capacity, thus reinforcing its position in the European PVC industry.

Under Advent’s ownership, Vinnolit was also one of the first to complete the conversion of its chlor-alkali-electrolysis plants to an environmentally friendly and energy saving membrane technology, thereby significantly increasing energy efficiency while reducing CO2 emissions. The company has also invested approximately EUR 1 billion in the modernization and expansion of its production footprint in Europe as well as in R&D and innovation.

With 1,400 employees, Vinnolit now operates six state-of-the-art production platforms and in 2013 generated sales of EUR 917 million. Today the company is strategically well positioned in Europe and continues to deliver strong financial performance.

“The acquisition of Vinnolit is an excellent strategic fit for Westlake. It will allow us to expand our chlorvinyl business globally and adds important specialty PVC products and technology to our existing portfolio,” says Albert Chao, Westlake’s President and CEO. “Vinnolit is an impressive company with an outstanding reputation for meeting customer needs with superior technology, product quality, and operating excellence. We look forward to working with their talented team as they join the Westlake family of companies.”

“We have transformed Vinnolit into the leading specialty PVC manufacturer and remain dedicated to further growing the company’s business,” commented Dr Josef Ertl, Managing Director of Vinnolit, on behalf of the management board. “We thank Advent for their support and strategic advice in developing Vinnolit and facilitating its successful transformation. We, as a management team look forward to beginning a new chapter in our company’s history and continuing our successful growth path together with Westlake.”

Ranjan Sen, General Manager at Advent International in Frankfurt, said: “We are delighted with the successful development of Vinnolit and thank its management team and the company’s employees for their cooperation and dedication throughout our investment. Vinnolit is well positioned to successfully expand its leadership position in specialty PVC further under the new ownership of Westlake.”

About Advent International

Founded in 1984, Advent International is one of the largest and most experienced global investors dedicated solely to private equity. Since inception, the firm has invested in more than 290 buyout transactions in 39 countries and today has EUR 23.3 billion in funds under management. With offices on four continents, Advent has established a globally integrated team of over 170 investment professionals across North America, Europe, Latin America and Asia. The firm focuses on growth and traditional buyout and strategic repositioning transactions across five core sectors, including business and financial services; healthcare; industrial; retail, consumer and leisure; and technology, media and telecoms. After 30 years dedicated to international investing, Advent remains committed to partnering with management teams to deliver sustained revenue and earnings growth for portfolio companies.

For more information, visit adventinternational.com

About Vinnolit

With an annual capacity of 780,000 metric tonnes (1.7 billion lbs) Vinnolit is one of the leading PVC producers in Europe and the market and technical leader in specialty PVC globally. National and international activities of the company are managed from Ismaning, near Munich. Production sites are in Burghausen, Gendorf, Knapsack, Cologne, Schkopau and Hillhouse (UK). In 2013 Vinnolit generated sales of € 917 million. Vinnolit employs 1,400 people and produces and markets a wide range of PVC products covering all kinds of PVC applications for the building & construction sector, the automotive industry and the medical sector.

For more information, visit www.vinnolit.com

About Westlake Chemical Corporation

Westlake Chemical Corporation is an international manufacturer and supplier of petrochemicals, polymers and building products with headquarters in Houston, Texas. The company’s range of products includes ethylene, polyethylene, styrene, propylene, caustic, VCM, PVC resin and PVC building products, including pipe and specialty components, windows, and fence.

For more information, visit the company’s Web site at www.westlake.com

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Carolin Amann
+49 69 92037 132
Carolin.Amann@fticonsulting.com

Steffi Fahjen
+49 69 92037 115
Steffi.Fahjen@fticonsulting.com

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Nets to be acquired by Advent International, ATP and Bain Capital

COPENHAGEN, 24 March 2014 – Advent International, ATP and Bain Capital (the “Consortium”) have today signed an agreement to acquire 100% of the share capital of Nets from the existing shareholders, a group of 186 primarily Danish and Norwegian banks, for a cash consideration of DKK 17.0 billion, corresponding to a price per share of DKK 92.37. In addition, the shareholders will receive the dividend for 2013 totalling DKK498 million, or DKK2.70 per share. The transaction is subject to regulatory approvals/confirmations and is expected to close in the second quarter of 2014.

Nets, headquartered in Copenhagen, is a leading Northern European provider of payments, information and digital identity solutions. Founded in 1968, Nets has a strong history of securely handling payments transactions. Nets employs 2,600 employees in five countries (Denmark, Norway, Finland, Sweden and Estonia) and connects banks, merchants and businesses through its network. In 2013, the company handled more than 6 billion card transactions supporting more than 33 million payment cards and over 500,000 merchants in the Nordics.

Peter Lybecker, Chairman, Nets: “Today’s announcement has been preceded by an extensive review of Nets’ strategic alternatives. The outcome of this review was that Nets needs a new owner with the expertise, commitment and financial resources to develop the business in a rapidly changing payments industry. The overriding focus for the Board of Directors of Nets has been to select the best owner out of many interested parties with a clear understanding of the role Nets plays in society, including the importance of developing Nets’ unique sector solutions such as Dankort and BankAxept and the need for safeguarding data.”

“I am confident that we have found a highly qualified owner of Nets in the Consortium consist-ing of Advent International, ATP and Bain Capital, which balances strong local support and understanding with extensive global expertise in the payments sector. On behalf of the share-holders, we look forward to working with the new owner as ongoing customers and strategic partners.”

Leif Teksum, Deputy Chairman, Nets: “We are pleased with the outcome of the process to have found a highly experienced group of investors that are well-positioned to further enhance Nets’ offering to the benefit of all stakeholders. The shareholders and the Board of Directors have carefully considered the implications of an ownership change in Nets as well as the suitability of a number of potential buyers. We are satisfied that the existing regulatory framework around Nets will be upheld and that we have robust contracts in place around critical infrastructure services that will be honoured by the new owner.”

Strong local knowledge and support

Advent International and Bain Capital have made numerous direct investments in the Nordic region over the last 20 years, and ATP, based in Denmark, manages DKK 593 billion in pension savings for 4.8 million Danish citizens. Each have made significant financial commitments to the investment in Nets, and the future board will consist of European nationals from Advent International, ATP and Bain Capital as well as independent members and employee represent-atives.

Carsten Stendevad, CEO, ATP: “For ATP this represents a significant investment which we be-lieve will create substantial value for our members. We see a compelling investment oppor-tunity to transform Nets from a strong Nordic company into a Northern European leader within the payments industry, headquartered in Denmark. We are pleased to partner with Advent International and Bain Capital who bring deep insight into the industry and we look forward to playing an active role in growing and improving the business.”

Extensive global expertise in the payments sector

Advent International and Bain Capital are long established private equity firms, each with 30 year track records. Combined, they form the most experienced private equity investor in the payments sector globally, having completed over 20 investments across multiple geographies and in many subsectors of relevance to Nets. In addition, their experience of working with bank shareholders in similar transactions enables them to ensure a smooth transition in ownership.

James Brocklebank, Managing Partner and Head of Advent International’s financial services sector team in Europe: “We are proud to have been selected as one of the new investors in Nets, and we will put our resources, sector expertise and relationships to work to benefit the company’s customers, employees and other important stakeholders. We are well aware of the responsibilities that come with ownership of a critical infrastructure provider as we have a strong track record of investing in and growing similar businesses in Europe and globally.”

Robin Marshall, Managing Director and Co-Head of Bain Capital’s financial services team in Europe: “Nets is a household name across the Nordics with a strong reputation built on a foundation of trust. Our history of working with similar businesses has taught us that a reputa-tion for operational reliability and rigorous data protection is hard won and easily lost, and both will be absolute priorities for us in the years ahead. We bring a strong pool of operating resources and are committed to supporting the company’s management in accelerating the growth and maximising the potential of Nets.”

Background and rationale for sale

Nets operates in an industry that is currently undergoing significant change. The payments sector is characterised by increasing competition, globalisation, consolidation and regulation. Such forces present both risks and opportunities. Scale, efficiency, innovation, technology capabilities and a relentless customer focus are key success factors for payments companies in the current environment.

Against this background, Nets has taken a number of steps to protect and enhance its strategic position. In 2010, Nets was created in its current form through the merger of Norwegian Nordi-to (parent company of BBS and Teller) and Danish PBS. In 2012, the company’s pan-Nordic platform was further expanded through the acquisition of Finnish payments company Luotto-kunta. At the same time, Nets has become a more commercial, efficient and customer oriented business operating at arms-length from its bank shareholders.

As the pace of change in the industry accelerates, it has become increasingly evident that the current ownership and governance model with its current 186 bank shareholders, acting at the same time as owners, customers and in some areas competitors of Nets, is suboptimal. To remain competitive, Nets needs clear governance and streamlined decision making with a commitment to make necessary investments in IT and technology.

As a result, the Nets Board of Directors conducted a review of strategic options last year, fol-lowing which a sale process was initiated. The sale announced today is a logical next step in making Nets truly independent and allowing it to realise its ambitious strategy.

There will be no change to the existing regulation of Nets, and Nets will continue to be super-vised by the respective Danish, Norwegian and Finnish FSAs and competition authorities. Equally, the requirements for Nets with regard to data protection are unaffected by the own-ership change and the Consortium will implement additional measures to safeguard Nets’ data privacy profile.

Development plans and stakeholder impact

Following the merger between PBS and Nordito in 2010 and concurrent with the recent review by the Board of Directors, the management team have refined their strategic vision and are in the process of executing an agenda of growth and continuous operational improvements. The Consortium is fully supportive of the company’s strategy and its role as provider of critical infrastructure services. It intends to preserve Nets’ strong Nordic identity with headquarters in Denmark. There are currently no plans to merge Nets with any of the Consortium’s other pay-ments investments.

The Consortium is looking forward to working with all of Nets stakeholders and recognises that Nets is a trusted service provider to the majority of the Danish, Norwegian and Finnish popula-tions. The Consortium recognises Nets’ experienced and competent staff with strong skills and the important role they play in executing the existing strategic plan.

The Consortium furthermore anticipates there will be no changes to customer relationships, and Nets’ close, day-to-day collaboration with its current customers will continue, while sector solutions are secured by long-term contracts to protect the continuity of the services. The Consortium is committed to investing in and supporting Dankort, Betalingsservice, NemID, BankAxept and BankID going forward.

The Consortium believes the transaction is an ideal situation for private equity to add value in formally transitioning the company to independence and implementing a supportive corporate governance structure. The Consortium has a long-term perspective and typically holds invest-ments between 5 to 7 years. While the timing and manner of exit is hard to predict, the Con-sortium currently envisages a future listing of the company’s shares on a local exchange when the company is ready.

About the Offer

The Consortium is offering a cash consideration of DKK 17.0 billion for 100% of the share capital of Nets Holding A/S, corresponding to a price per share of DKK 92.37.

In addition, the shareholders will receive the dividend for 2013 totalling DKK498 million, or DKK2.70 per share. The Board of Directors of Nets unanimously recommends the shareholders to accept the Offer. Shareholders representing more than 90% of the shares and voting rights have signed irrevocable undertakings to accept the Offer.

The transaction is subject to regulatory approvals/confirmations and is expected to close in the second quarter of 2014.

Advisors

J.P. Morgan acted as financial advisor to the Board of Directors of Nets. UBS, MHS Corporate Finance and Infima acted as financial advisors to the Consortium.

Gorrissen Federspiel (Denmark), Bech Bruun (Denmark), BAHR (Norway) and Roschier (Finland) acted as legal advisors to the Board of Directors of Nets. Kirkland & Ellis (Global), Accura (Denmark), Hannes Snellman (Finland) and Wiersholm (Norway) acted as legal advisors to the Consortium.

About Nets

Nets connects banks, businesses, merchants and consumers via an international network, which facilitates the exchange of digital payments, identities and information – called ‘digital values’.

Founded in 1968, Nets has a strong history of securely handling payments transactions. Nets’ activities include interbank clearing, terminal and PSP services, direct debit, credit transfers, e-invoicing, e-archiving, national e-identity solutions and card acquirer and issuer payment pro-cessing. Nets operates the domestic schemes of Dankort, BankAxept, Betalingsservice, Af-talegiro, NemID and BankID and is active in card acquiring through the subsidiary Teller.

Nets was established in 2010 when Danish PBS Holding A/S (owner of PBS and PBS Interna-tional) and Norwegian Nordito AS (owner of BBS and Teller) merged into a new, common group.

Nets works towards the vision of creating the future of digital values. Reflecting this, the com-pany provides a comprehensive choice of services covering: Cards, Payment and Information Services, eSecurity and Merchant Solutions.

Nets has 2,600 employees in Denmark, Norway, Finland, Sweden and Estonia.

Find out more at www.nets.eu

About the Consortium

About Advent International

Founded in 1984, Advent International is one of the largest and most experienced global inves-tors dedicated solely to private equity. Since inception, the firm has invested in more than 280 buyout transactions in 39 countries and today has DKK174 billion (€23.3 billion) in assets under management. With offices on four continents, Advent has established a globally integrated team of over 170 investment professionals across Europe, North America, Latin America and Asia. The firm focuses on growth and traditional buyout and strategic repositioning transactions across five core sectors, including business and financial services; healthcare; industrial; retail, consumer and leisure; and technology, media and telecoms. After 30 years dedicated to international investing, Advent remains committed to partnering with management teams to deliver sustained revenue and earnings growth for portfolio companies.

Advent is investing DKK2.6 billion of equity capital in Nets.

For more information, visit adventinternational.com

About Bain Capital Private Equity

Founded in 1984, Bain Capital is one of the world’s foremost privately-held alternative invest-ment firms, with more than DKK 370 billion of assets under management. With deep experi-ence investing in and building businesses around the world, the firm has made private equity, growth, and venture capital investments in over 450 companies, across a variety of industries including Financial and Business Services, Industrials, Consumer & Retail, Technology, Media & Telecommunications, and Healthcare.

The firm has a strong track record of investments in the payments processing, financial services and technology sectors, including its investments in WorldPay, the leading credit and debit card processing business acquired from the Royal Bank of Scotland, Sungard, Fleetcor, Applied Systems and Ameritrade. Bain Capital Europe has an experienced, sector-focused local team of 72 private equity professionals, including 23 dedicated to post-acquisition value creation, fo-cused on delivering a differentiated strategy and exceptional returns.

Bain Capital has a strong Nordic track record and currently owns four significant Nordic com-panies employing more than 10,000 people across the Nordics. Bain Capital has offices in Bos-ton, New York, Chicago, Palo Alto, London, Munich, Tokyo, Shanghai, Hong Kong, Mumbai and Sydney.

Bain Capital is investing DKK 2.6 billion of equity capital in Nets.

For more information, visit http://www.baincapitalprivateequity.com/

About Arbejdsmarkedets Tillægspension (“ATP”)

ATP manages DKK 593 billion in pension savings for 4.8 million people and is one of Europe’s largest pension investors. The objective of ATP’s investments is to protect and maximize the purchasing power of pension savings. In addition to the pension fund, ATP also consists of ATP Benefit Processing Business, handling the processing and payment of a number of welfare and social insurance schemes, including several for the Danish state. ATP Benefit Processing Busi-ness administrates benefits worth more than DKK 200 billion yearly.

ATP Private Equity Partners is investing DKK 150 million of equity capital in Nets.

Via Venture Partners is among the largest investors in the Nordic region dedicated to IT com-pany investments. Via Venture Partners Fond I & II K/S, subsidiaries of the ATP Group, was founded in 2006 and 2010, respectively. The investments are managed through the manage-ment company Via Venture Partners A/S. Completing its first investment in June 2006, Via Venture Partners has to date invested in 20 different IT, communications and technology busi-nesses in Sweden, Norway, Finland and Denmark. Via Venture Partners II has DKK 1 billion at its disposal for investment purposes.

Via Venture Partners is investing DKK 150 million of equity capital in Nets.

For more information, go to
www.atp.dk
www.atp-pep.com
www.viaventurepartners.com

Media contacts

Nets
Søren Winge
+45 29 48 26 46
swing@nets.eu

Advent International
Denmark/Nordic:
Kreab Gavin Anderson
Christian Groenning
+45 27 63 07 55
cgroenning@kreab.com

UK/Global:
FTI Consulting
Fergus Wheeler
+44 (0) 7710 128 347
fergus.wheeler@fticonsulting.com
Louisa Feltes
+44 (0) 7843 385 075
louisa.feltes@fticonsulting.com

ATP
Anders Klinkby
+45 25 10 19 19
akm@atp.dk

Bain Capital
Denmark/Nordic:
Kreab Gavin Anderson
Christian Groenning
+45 27 63 07 55
cgroenning@kreab.com

UK/Global:
Ed Gascoigne-Pees
+44 7884001949

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Final UNIT4 offer results: 99.35% of shares acquired

Transaction highlights:

99.35% of Shares tendered for acceptance
Delisting to occur on 21 April 2014

SLIEDRECHT and LONDON, 21 March 2014 – AI Avocado B.V. (the “Offeror”), a company ultimately indirectly controlled by funds advised and managed by Advent International, L.P. (“Advent”), and UNIT4 N.V. (“UNIT4”) are pleased to announce that during the post-closing acceptance period (na-aanmeldingstermijn) that ended on 19 March 2014 at 17:40 hours, Amsterdam time (the “Post-Closing Acceptance Period”), 1,372,087 issued and outstanding ordinary shares in the capital of UNIT4 were tendered for acceptance under the Offeror’s recommended all-cash public offer for all the issued and outstanding ordinary shares in the capital of UNIT4 Shares (the “Shares”) (the “Offer”). The Shares tendered in the Post-Closing Acceptance Period represent approximately 4.53% of the total number of Shares and a value (at the Offer Price of EUR 38.75 per Share) of EUR 53,168,371.

Together with the 28,519,086 Shares that were tendered during the initial offer period, the total number of Shares tendered for acceptance under the Offer amounts to 29,891,173 Shares, which represents approximately 98.79% of the total number of Shares and a value (at the Offer Price of EUR 38.75 per Share) of EUR 1,158,282,954. Together with any open market purchases, the Offeror now holds 30,058,340 Shares, which represents approximately 99.35% of the total number of Shares.

Settlement

With reference to the Offer Memorandum and the joint press release of the Offeror and UNIT4 dated 5 March 2014, Shareholders who accepted the Offer shall receive an amount in cash of EUR 38.75 per Share cum dividend (the “Offer Price”) for each Share validly tendered (or defectively tendered provided that such defect has been waived by the Offeror) and delivered (geleverd) under the terms and conditions and subject to the restrictions of the Offer.

Payment of the Offer Price per Share for those Shares that were validly tendered (or defectively tendered provided that such defect has been waived by the Offeror) during the Post-Closing Acceptance Period shall occur as soon as possible after such Shares are tendered and delivered (geleverd) but ultimately on 31 March 2014.

Delisting

As a result of the acquisition of more than 95% of the Shares by the Offeror, the Offeror and UNIT4 jointly announce that the listing and trading of the Shares on Euronext Amsterdam (“Euronext”) will be terminated.

In consultation with Euronext, it has been decided that the last day of trading of the Shares will be on 18 April 2014. This means that the termination of the listing of the Shares shall be effective as of 21 April 2014.

Reference is also made to Sections 6.11(a) and 6.12(a) of the Offer Memorandum.

Further consequences of the Offer

The Offeror intends to initiate a squeeze-out procedure and/or take other steps in order to acquire all Shares held by the minority shareholders.

Further information

The information in this press release is not intended to be complete. For further information in relation to the Offer explicit reference is made to the Offer Memorandum, which was published on 20 December 2013. The Offer Memorandum contains further details regarding the Offer. In addition, UNIT4 has made available the Position Statement, containing the information required by Section 18, paragraph 2 and Annex G of the Decree in connection with the Offer.

This announcement contains selected, condensed information regarding the Offer and does not replace the Offer Memorandum and/or the Position Statement.

Shareholders are advised to review the Offer Memorandum and the Position Statement in detail and to seek independent advice where appropriate in order to reach a reasoned judgment in respect of the Offer and the content of the Offer Memorandum and the Position Statement.

Copies of the Offer Memorandum are available free of charge at the offices of UNIT4 and the Paying and Exchange Agent and can be obtained by contacting the Offeror, UNIT4 or the Paying and Exchange Agent.

Digital copies of the Offer Memorandum are available on the websites of UNIT4 (www.unit4.com) and Advent (adventinternational.com). The UNIT4 and Advent websites do not constitute a part of, and are not incorporated by reference into, the Offer Memorandum. Digital copies of the Position Statement are available on the website of UNIT4 (www.unit4.com).

About UNIT4

UNIT4 is a global cloud-focused business software and services company aimed at helping dynamic public sector and commercial services organizations to embrace change simply, quickly and cost effectively. The UNIT4 group incorporates a number of the world’s leading change embracing software brands including Agresso, our flagship ERP suite for mid-sized and large services intensive organizations; Coda, our best-of-class financial management software; and FinancialForce.com, the cloud applications company formed with investment from salesforce.com.

With operations in 26 countries worldwide, revenue of €490.5 million was realized in 2013. UNIT4 is headquartered in Sliedrecht, the Netherlands and has over 4,000 employees.

For more information on UNIT4 or any of its operating companies, please visit the website at www.unit4.com, follow us on Twitter @UNIT4_Group or visit our Facebook page.

About Advent International

Founded in 1984, Advent International is one of the largest and most experienced global investors dedicated solely to private equity. Since inception, the firm has invested in more than 280 buyout transactions in 39 countries and today has €23.8 billion in assets under management. With offices on four continents, Advent has established a globally integrated team of over 170 investment professionals across North America, Europe, Latin America and Asia. The firm focuses on growth and traditional buyout and strategic repositioning transactions across five core sectors, including business and financial services; healthcare; industrial; retail, consumer and leisure; and technology, media and telecoms. After 30 years dedicated to international investing, Advent remains committed to partnering with management teams to deliver sustained revenue and earnings growth for portfolio companies.

For more information, visit adventinternational.com

General restrictions

This announcement is for information purposes only and does not constitute an offer or an invitation to acquire or dispose of any securities or investment advice or an inducement to enter into investment activity. This announcement does not constitute an offer to sell or issue or the solicitation of an offer to buy or acquire the securities of UNIT4 in any jurisdiction.

The distribution of this press release may, in some countries, be restricted by law or regulation. Accordingly, persons who come into possession of this document should inform themselves of and observe these restrictions. To the fullest extent permitted by applicable law, Advent and UNIT4 disclaim any responsibility or liability for the violation of any such restrictions by any person. Any failure to comply with these restrictions may constitute a violation of the securities laws of that jurisdiction. Neither Advent, nor UNIT4, nor any of their respective advisors assumes any responsibility for any violation by any person of any of these restrictions. Any UNIT4 shareholder who is in any doubt as to his position should consult an appropriate professional advisor without delay. This announcement is not to be published or distributed in or to Canada and Japan.

Forward-looking statements

This press release may include “forward-looking statements” and language indicating trends, such as “anticipated” and “expected.” Although Advent and UNIT4 believe that the assumptions upon which their respective financial information and their respective forward-looking statements are based are reasonable, they can give no assurance that these assumptions will prove to be correct. Neither Advent nor UNIT4, nor any of their advisors accepts any responsibility for any financial information contained in this press release relating to the business or operations or results or financial condition of the other or their respective groups.

Media contacts

UNIT4 N.V.
Tel: +31 (0)184 444444
Chris Ouwinga, Chairman of the Board
chris.ouwinga@unit4.com
José Duarte, CEO
jose.duarte@unit4.com
Edwin van Leeuwen, CFO
edwin.van.leeuwen@unit4.com

Advent International
FTI Consulting
Fergus Wheeler
Tel: +44 (0) 7710 128 347
fergus.wheeler@fti consulting.com
Louisa Feltes
Tel: +44 (0) 7843 385 075
louisa.feltes@fti consulting.com

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Skillsoft announces acquisition by Charterhouse Capital Partners

DUBLIN, Ireland, and NASHUA, N.H., March 14, 2014 – SSILuxco S.a.r.l., an indirect parent company of Skillsoft Limited (“Skillsoft”), a pioneer in the field of technology-delivered learning with a long history of innovation and delivery of solutions for its customers worldwide, ranging from global enterprises, government, and education to mid-sized and small businesses, announced today that it has entered into a definitive agreement for the sale of its subsidiaries to funds managed by Charterhouse Capital Partners LLP (“Charterhouse”). Terms of the purchase were not disclosed.

“We have experienced great success during our four year run with Berkshire Partners, Advent International and Bain Capital, and greatly appreciate the support and guidance they have provided to our team,” said Chuck Moran, CEO of Skillsoft. “We are excited to continue the journey with Charterhouse. We believe that our commitment, ability to execute and proven track record of success, coupled with the experience, enthusiasm and resources that will be contributed by Charterhouse, will provide us with new and exciting opportunities as we continue to deliver significant value to our customers and partners.”

“We are delighted to have the opportunity to partner with Skillsoft,” said Frank van den Bosch, a partner of Charterhouse. “We see a tremendous future for Skillsoft and look forward to working with Chuck and the Skillsoft team to achieve our goals.”

“On behalf of Berkshire Partners, Advent International and Bain Capital, I would like to thank Chuck Moran and the Skillsoft management team for their partnership over the past several years,” said Michael Ascione, Managing Director of Berkshire Partners. “During our collective ownership, Skillsoft has grown significantly and we believe that the Company is very well-positioned to continue to enhance its leadership position in the field of technology-delivered learning.”

Skillsoft will continue to be headquartered in Dublin, Ireland and led by the current management team, including Mr. Moran as CEO. The closing of this transaction is subject to various conditions, including the expiration of the applicable waiting period under the Hart-Scott-Rodino Act.

Deutsche Bank Securities Inc. acted as exclusive financial advisor to Skillsoft. Ropes & Gray LLP acted as legal counsel to Skillsoft. Barclays acted as exclusive financial advisor to Charterhouse. Simpson Thacher & Bartlett acted as legal counsel to Charterhouse.

About Skillsoft

Skillsoft is a pioneer in the field of learning with a long history of innovation. Skillsoft provides cloud based learning solutions for its customers worldwide, ranging from global enterprises, government, and education to mid-sized and small businesses. Skillsoft’s customer support teams draw on a wealth of in-house experience and a comprehensive learning e-library to develop off-the-shelf and custom learning programs tailored to cost-effectively meet customer needs. Skillsoft’s courses, books and videos have been developed by industry leading learning experts to ensure that they maximize business skills, performance, and talent development.

Skillsoft currently serves over 6,000 customers and more than 19,000,000 learners around the world. Skillsoft is on the web at www.Skillsoft.com.

Skillsoft courseware content described herein is for information purposes only and is subject to change without notice. Skillsoft has no obligation or commitment to develop or deliver any future release, upgrade, feature, enhancement or function described in this press release except as specifically set forth in a written agreement.

Skillsoft, the Skillsoft logo, Skillport, Search & Learn, SkillChoice, Books24x7, ITPro, BusinessPro, OfficeEssentials, GovEssentials, EngineeringPro, FinancePro, AnalystPerspectives, ExecSummaries, ExecBlueprints, Express Guide, Dialogue, Quickskill and inGenius are trademarks or registered trademarks of Skillsoft Ireland Limited in the United States and certain other countries. All other trademarks are the property of their respective owners.

About Charterhouse Capital Partners LLP

Charterhouse is one of the oldest Private Equity funds in Europe having been investing in management buyouts since the 1980s. Since then, Charterhouse has completed 137 transactions with an aggregate value of EUR 50 billion. Today Charterhouse is investing from its ninth fund of EUR 4 billion and focuses on backing managers of outstanding businesses to achieve their growth plans.

For more information, visit www.charterhouse.co.uk

About Berkshire Partners

Berkshire Partners, the Boston-based investment firm, has invested in over 100 middle market companies since 1986 through eight private equity funds with aggregate capital commitments of $11 billion. Berkshire has developed specific industry experience in several areas including consumer products and retail, business services, industrial manufacturing, transportation and communications. Berkshire has a strong history of partnering with management teams to grow the companies in which it invests with the goal of consistently achieving superior investment returns. The firm is currently investing from Berkshire Fund VIII, a $4.5 billion fund raised in 2011. Berkshire seeks to invest $50 million to $500 million of equity capital in each portfolio company.

For more information, visit www.berkshirepartners.com

About Bain Capital Private Equity

Founded in 1984, Bain Capital one of the world’s foremost privately-held alternative investment firms, with more than $70 billion of assets under management. With deep experience investing in and building businesses around the world, the firm has made private equity, growth, and venture capital investments in over 450 companies, across a variety of industries including consumer/retail, financial services and institutions, healthcare, industrials, and technology, media and telecommunications. The firm has a strong track record of investments in leading software, business services and education businesses. Bain Capital has offices in Boston, New York, Chicago, Palo Alto, London, Munich, Tokyo, Shanghai, Hong Kong, Mumbai and Sydney.

For more information, visit www.baincapitalprivateequity.com

About Advent International

Founded in 1984, Advent International is one of the largest and most experienced global investors dedicated solely to private equity. Since inception, the firm has invested in more than 280 buyout transactions in 39 countries and today has $32.2 billion in assets under management. With offices on four continents, Advent has established a globally integrated team of over 170 investment professionals across North America, Europe, Latin America and Asia. The firm focuses on growth and traditional buyout and strategic repositioning transactions across five core sectors, including business and financial services; healthcare; industrial; retail, consumer and leisure; and technology, media and telecoms. After 30 years dedicated to international investing, Advent remains committed to partnering with management teams to deliver sustained revenue and earnings growth for portfolio companies.

For more information, visit adventinternational.com

Media contacts

Skillsoft
Tom McDonald
Chief Financial Officer
+1 603 324 3000, Ext. 4232

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Advent declares offer for UNIT4 unconditional

Transaction highlights:

Advent declares its public offer for all Shares in UNIT4 unconditional
95.2% of all Shares tendered
All Offer Conditions have been satisfied
Settlement will take place on 17 March 2014
Remaining Shares can be tendered during Post-Closing Acceptance Period ending on 19 March 2014

SLIEDRECHT and LONDON, 5 March 2014 – AI Avocado B.V. (the “Offeror”), a company ultimately indirectly controlled by funds advised and managed by Advent International, L.P. (“Advent”), and UNIT4 N.V. (“UNIT4”) are pleased to announce that the Offeror declares its recommended all-cash public offer for all the issues and outstanding ordinary shares in the capital of UNIT4 (the “Shares”) unconditional (doet gestand).

Status of the Offer

All conditions for the Offer, as described in the Offer Memorandum, have been satisfied.

As announced by the Offeror on 3 March 2014, 28,519,086 Shares have been tendered for acceptance during the Offer Period that expired at 17.40 hours, CET, on 28 February 2014, representing approximately 95.2% of the total number of Shares and, at the Offer Price, a value of EUR 1,105,114,583. No Shares were acquired by the Offeror outside the Offer.

Settlement

With reference to the Offer Memorandum, Shareholders who accepted the Offer shall receive an amount in cash of EUR 38.75 cum dividend (the “Offer Price”) for each Share validly tendered (or defectively tendered, provided that such defect has been waived by the Offeror) and transferred (geleverd) for acceptance pursuant to the Offer, under the terms and conditions of the Offer and subject to its restrictions.

Payment of the Offer Price shall occur on 17 March 2014 (i.e. the Settlement Date).

Post-Closing Acceptance Period (na-aanmeldingstermijn)

The Offeror grants those Shareholders who have not yet tendered their Shares under the Offer the opportunity to tender their Shares during the Post-Closing Acceptance Period (na-aanmeldingstermijn) commencing at 09.00 hours, CET, on 6 March 2014 and expiring at 17:40 hours, CET, on 19 March 2014. Shareholders can tender their Shares during the Post-Closing Acceptance Period in the same manner and subject to the same terms, conditions and restrictions as described in the Offer Memorandum.

Shareholders who tender their Shares during the Post-Closing Acceptance Period shall not have the right to withdraw such tendered Shares.

The Offeror will publicly announce the results of the Post-Closing Acceptance Period and the total amount and total percentage of Shares held by it in accordance with Section 17, paragraph 4 of the Decree ultimately on the third Business Day following the last day of the Post-Closing Acceptance Period.

The Offeror shall continue to accept for payment all Shares validly tendered (or defectively tendered, provided that such defect has been waived by the Offeror) during such Post-Closing Acceptance Period and shall pay for such Shares as soon as reasonably possible and in any case no later than on the eighth Business Day following the last day of the Post-Closing Acceptance Period.

Delisting

As a result of the acquisition of at least 95% of the Shares by the Offeror, the Offeror and UNIT4 intend to request Euronext Amsterdam to terminate the listing of the Shares on Euronext Amsterdam as soon as possible. This may adversely affect the liquidity and market value of any listed Shares not tendered. Reference is made to Section 6.11(a) of the Offer Memorandum.

Further consequences of the Offer

The Offeror intends to initiate a squeeze-out procedure and/or take other steps in order to acquire all Shares held by the minority shareholders.The purchase of Shares by the Offeror pursuant to the Offer, amongst other things, will reduce the number of Shareholders and the number of Shares that might otherwise trade publicly.

The remaining Shareholders who do not wish to tender their Shares in the Post-Closing Acceptance Period should carefully review Section 6.12 (Post-Closing Restructuring) of the Offer Memorandum, which describes certain implications to which they may become subject with their continued shareholding in UNIT4.

Further information

This announcement contains selected, condensed information regarding the Offer and does not replace the Offer Memorandum and/or the Position Statement.

About UNIT4

With operations in 26 countries worldwide, revenue of €490.5 million was realized in 2013. UNIT4 is headquartered in Sliedrecht, the Netherlands and has over 4,000 employees.

For more information on UNIT4 or any of its operating companies, please visit the website at www.unit4.com, follow us on Twitter @UNIT4_Group or visit our Facebook page.

About Advent International

Founded in 1984, Advent International is one of the largest and most experienced global investors dedicated solely to private equity. Since inception, the firm has invested in more than 280 buyout transactions in 39 countries and today has €23.8 billion in assets under management. With offices on four continents, Advent has established a globally integrated team of over 170 investment professionals across North America, Europe, Latin America and Asia. The firm focuses on growth and traditional buyout and strategic repositioning transactions across five core sectors, including business and financial services; healthcare; industrial; retail, consumer and leisure; and technology, media and telecoms. After 30 years dedicated to international investing, Advent remains committed to partnering with management teams to deliver sustained revenue and earnings growth for portfolio companies.

For more information, visit adventinternational.com

General restrictions

Forward-looking statements

Media contacts

UNIT4 N.V.
Tel: +31 (0)184 444444
Chris Ouwinga, Chairman of the Board
chris.ouwinga@unit4.com
José Duarte, CEO
jose.duarte@unit4.com
Edwin van Leeuwen, CFO
edwin.van.leeuwen@unit4.com

Advent International
FTI Consulting
Fergus Wheeler
Tel: +44 (0) 7710 128 347
fergus.wheeler@fti consulting.com
Louisa Feltes
Tel: +44 (0) 7843 385 075
louisa.feltes@fti consulting.com

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UNIT4 offer update: 95.2% of shares tendered for acceptance

Transaction highlights:

Offer Period expired on 28 February 2014
95.2% of all Shares tendered
Offeror will announce ultimately on 5 March 2014 whether it declares the Offer unconditional

LONDON, 3 March 2014 – With reference to the joint press release by AI Avocado B.V. (the “Offeror”), a company ultimately indirectly controlled by funds advised and managed by Advent International, L.P. (“Advent”) and UNIT4 N.V. (“UNIT4”) dated 20 December 2013 in respect of the public offer for all issued and outstanding ordinary shares (the “Shares”) in the capital of UNIT4 at an offer price of EUR 38.75 (cum dividend) in cash per Share (the “Offer”) and the Offer Memorandum related to the Offer made publicly available on the same date, the Offeror is pleased to announce that, in connection with the Offer, 28,519,086 Shares have been tendered for acceptance during the Offer Period that expired at 17.40 hours, CET, on 28 February 2014, representing approximately 95.2% of the total number of Shares, and at a value of EUR 1,105,114,583.

In accordance with Section 16, paragraph 1 of the Decree and Section 5.6 of the Offer Memorandum, the Offeror will announce whether it declares the Offer unconditional no later than on Wednesday 5 March 2014.

Further information

The Offeror is making the Offer on the terms and subject to the conditions and restrictions contained in the Offer Memorandum. In addition, UNIT4 has made available the Position Statement, containing the information required by Article 18, paragraph 2 and Annex G of the Decree in connection with the Offer.

This announcement contains selected, condensed information regarding the Offer and does not replace the Offer Memorandum and/or the Position Statement.

The information in this announcement is not complete and additional information is contained in the Offer Memorandum and the Position Statement.

About Advent International

Founded in 1984, Advent International is one of the largest and most experienced global investors dedicated solely to private equity. Since inception, the firm has invested in more than 280 buyout transactions in 39 countries and today has €23.8 billion in assets under management. With offices on four continents, Advent has established a globally integrated team of over 170 investment professionals across North America, Europe, Latin America and Asia. The firm focuses on growth and traditional buyout and strategic repositioning transactions across five core sectors, including business and financial services; healthcare; industrial; retail, consumer and leisure; and technology, media and telecoms. After 30 years dedicated to international investing, Advent remains committed to partnering with management teams to deliver sustained revenue and earnings growth for portfolio companies.

For more information, visit adventinternational.com

General restrictions

Forward-looking statements

Media contacts

Advent International
FTI Consulting
Fergus Wheeler
+44 (0) 7710 128 347
fergus.wheeler@fti consulting.com
Louisa Feltes
+44 (0) 7843 385 075
louisa.feltes@fti consulting.com

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UNIT4 shareholders vote in favour of all resolutions at extraordinary general meeting

SLIEDRECHT, 19 February 2014 – UNIT4 N.V. (“UNIT4”) announces that the general meeting of UNIT4 voted in favour of all resolutions during the Extraordinary General Meeting of Shareholders (“EGM”) that was held today. 36,7% of UNIT4’s total issued and outstanding share capital was present or represented at the EGM.

The following resolutions, all of which relate to the public offer by AI Avocado B.V. (the “Offeror”), a company ultimately indirectly controlled by funds advised and managed by Advent International, L.P. (“Advent”), for all the issued and outstanding ordinary shares in the capital of UNIT4 (the “Offer”), were approved:

amendment of the Articles of Association of UNIT4 as per the Settlement Date;
(re-)appointment of Mr Leo Apotheker, Mr Bret Bolin, Mr Fred Wakeman, Mr John Woyton, Mr Bram Grimmelt and Mr Frank Rövekamp as non-executive directors of UNIT4 as per the Settlement Date;
acceptance of the resignation and granting of full discharge to Mr Philip Houben, Mr Rob Ruijter and Ms Nikki Beckett for their functioning as members of the Supervisory Board / non-executive directors of the Board until the date of the EGM, effective as per the Settlement Date; and
discharge from liability of Mr Chris Ouwinga, Mr Jose Duarte, Mr Edwin van Leeuwen and Mr Frank Rövekamp for their functioning as members of the Board of Directors https://s17401.pcdn.co/ member of the Supervisory Board / members of the Board until the date of the EGM, effective as per the Settlement Date, all conditional to the Offer being declared unconditional.

Further information

Holders of shares in the capital of UNIT4 have the opportunity until 28 February 2014 17:40 hours CET to tender their shares under the Offer, unless the offer period is extended.

The Offeror is making the Offer on the terms and subject to the conditions and restrictions contained in the Offer Memorandum, dated 20 December 2013. In addition, UNIT4 has made available the Position Statement, containing the information required by Article 18, paragraph 2 and Annex G of the Decree in connection with the Offer.

About UNIT4

UNIT4 is a global cloud-focused business software company aimed at helping dynamic public sector and commercial services organizations to embrace change simply, quickly and cost effectively in a market sector it calls ‘Businesses Living IN Change’ (BLINC)™. UNIT4 incorporates a number of the world’s leading change embracing software brands including Agresso, the flagship ERP suite for mid-sized services intensive organizations; Coda, the best-of-class financial management software; and FinancialForce.com, the cloud applications company formed with investment from Salesforce.com.

With operations in 26 countries across Europe, North America, Asia Pacific and Africa and sales activities in several other countries, UNIT4’s revenue was EUR 469.8 million in 2012.

UNIT4 is headquartered in Sliedrecht, the Netherlands and has over 4,300 employees. It is listed on Euronext Amsterdam and is included in the Amsterdam Midcap Index (AMX).

For more information, visit www.unit4.com

Media contacts

UNIT4 N.V.
Tel: +31 (0) 1844 44444
Chris Ouwinga, Chairman of the Board
chris.ouwinga@unit4.com
José Duarte, CEO
jose.duarte@unit4.com
Edwin van Leeuwen, CFO
edwin.van.leeuwen@unit4.com