CLX Communications publishes prospectus and announces the price range for its initial public offering and listing on Nasdaq Stockholm

28 September, 2015

NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION, DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL

Following the announcement of its intention to float on 15 September 2015, CLX Communications AB (publ) ("CLX" or the "Company") today publishes its prospectus and announces the price range for the initial public offering (the "Offering") of its shares and listing on Nasdaq Stockholm. CLX is a leading provider of cloud-based communication services and solutions to enterprises and mobile operators around the world.

The Offering in brief

  • The Offering consists of an offering to the general public in Sweden and to institutional investors in Sweden and abroad.
  • The Offering is comprised of 12,545,711 common shares, representing approximately 38.7 percent of the total number of shares in the Company, which are being offered by the Principal Selling Shareholders[i] and the Other Shareholders[ii]. In addition, the Principal Selling Shareholders have granted an over-allotment option of up to 1,860,483 additional common shares, representing approximately 5.7 percent of the total number of shares in the Company.
  • If the over-allotment option is exercised in full, the Offering will comprise of a total of 14,406,194 shares, representing approximately 44.4 percent of the total number of shares in the Company.
  • The final price of the Offering is expected to be set within the range of SEK 54-59 per share, resulting in a market capitalization of CLX of approximately SEK 1,751-1,914 million. The Offering price is expected to be announced on 8 October 2015.
  • Alecta pensionsförsäkring, ömsesidigt, the Fourth Swedish National Pension Fund, the First Swedish National Pension Fund, Swedbank Robur Fonder AB, Zenit Asset Management AB, Grenspecialisten Förvaltning AB[iii], LMK Forward AB[iv] and RAM One AB, have undertaken to jointly acquire shares in the Offering corresponding to SEK 625 million. Based on full subscription in the Offering, that the over-allotment option is exercised in full and an Offering price corresponding to the midpoint of the price range (SEK 56.50), approximately 76.8 percent of the Offering is secured. In addition, certain board members and senior executives have undertaken to, outside the Offering, in connection with the Principal Selling Shareholders entering into agreement on placing of shares, acquire 188,400 shares in the Company, in total, from Cantaloupe AB to a price not exceeding SEK 59 per share.
  • A prospectus with full terms and conditions is published today 28 September 2015 on the Company's website (www.clxcommunications.com).
  • The first day of trading on Nasdaq Stockholm is expected to be 8 October 2015 and the shares will trade under the ticker "CLX".

Johan Hedberg, CEO and co-founder of CLX comments:

"We will continue to leverage on our scalable business model and communications platform to drive growth and profitability. We have over the past few years invested significantly to scale our organization to be able to pursue our strategy of geographical expansion, including into the US where we see significant opportunities for CLX. We have also invested in our mobile connectivity services for the Internet of Things which is an exciting market opportunity for CLX that is now beginning to take form. We look forward to continue to develop the Company in a public environment and welcome new shareholders."

Erik Fröberg, Chairman of CLX's Board of Directors comments:

"CLX has delivered strong and profitable growth since inception in 2008. There is a strong demand for enterprise cloud communications services and CLX is well-positioned to continue to deliver profitable growth. CLX's board of directors believe that this is an appropriate time to list CLX and we look forward to continue our successful journey as a listed company."

About CLX

CLX was founded in 2008 with a mission to simplify communications globally. The Company has since then developed into a leading provider of cloud-based communication services and solutions to enterprises and mobile operators, with particular strength in the enterprise messaging market. CLX's internally developed software-based communications platform enables enterprises to quickly, securely and cost-effectively communicate globally with, and send business-critical information to, customers' and employees' mobile phones and connected "Things". The Company has over 550 enterprise customers globally, many of which are global blue-chip enterprises, and over 70 customers (of which approximately 60 are mobile operators) have installed and use the communications platform in their businesses.

CLX has demonstrated strong financial performance since its inception in 2008 and has increased its revenues from SEK 416 million in the twelve months ended 30 June 2013 to SEK 844 million in the twelve months ended 30 June 2015, corresponding to a compound annual growth rate of 42 percent. For the twelve months ended 30 June 2015, CLX reported EBITDA of SEK 93 million and EBIT of SEK 89 million, corresponding to an EBIT margin of approximately 10.5 percent.

The Offering

  • The Offering consists of an offering to the general public in Sweden and to institutional investors in Sweden and abroad.
  • The Offering is comprised of 12,545,711 common shares, representing approximately 38.7 percent of the total number of shares in the Company, which are being offered by the Principal Selling Shareholders and the Other Shareholders. In addition, the Principal Selling Shareholders have granted an over-allotment option of up to 1,860,483 additional common shares, representing approximately 5.7 percent of the total number of shares in the Company.
  • If the over-allotment option is exercised in full, the Offering will comprise of a total of 14,406,194 shares, representing approximately 44.4 percent of the total number of shares in the Company.
  • The final Offering price will be established by the Principal Selling Shareholders in consultation with the Joint Global Coordinators and Joint Bookrunners, and is expected to be set within the range of SEK 54-59 per share. The Offering price is expected to be published on 8 October 2015. The Offering price to the general public in Sweden will not exceed SEK 59 per share.
  • The value of the Offering amounts to approximately SEK 677-740 million based on the price range of the Offering, and approximately SEK 778-850 million if the over-allotment option is exercised in full.
  • Based on the price range in the Offering, the market capitalization of all shares issued by CLX is approximately SEK 1,751-1,914 million.
  • Alecta pensionsförsäkring, ömsesidigt, the Fourth Swedish National Pension Fund, the First Swedish National Pension Fund, Swedbank Robur Fonder AB, Zenit Asset Management AB, Grenspecialisten Förvaltning AB, LMK Forward AB and RAM One AB, have undertaken to jointly acquire shares in the Offering corresponding to SEK 625 million. Based on full subscription in the Offering, that the over-allotment option is exercised in full and an Offering price corresponding to the midpoint of the price range (SEK 56.50), approximately 76.8 percent of the Offering is secured.
  Subscription undertaking
(SEK million)
Number of shares* Percent in the Offering*
Alecta pensionsförsäkring, ömsesidigt 100.0 1,769,911 12.29%
Fourth AP-fund 100.0 1,769,911 12.29%
First AP-fund 100.0 1,769,911 12.29%
Swedbank Robur Fonder AB 100.0 1,769,911 12.29%
Zenit Asset Management AB 75.0 1,327,433 9.21%
Grenspecialisten Förvaltning AB 50.0 884,955 6.14%
LMK Forward AB 50.0 884,955 6.14%
RAM One AB 50.0 884,955 6.14%
Total 625.0 11,061,942 76.79%

Based on full subscription in the Offering, that the over-allotment option is exercised in full and an Offering price corresponding to the midpoint of the price range (SEK 56.50).

In addition, certain board members and senior executives have undertaken to, outside the Offering, in connection with the Principal Selling Shareholders entering into agreement on placing of shares, acquire 188,400 shares in the Company, in total, from Cantaloupe AB to a price not exceeding
SEK 59 per share.

  • The application period for the Offering to the general public in Sweden starts on 29 September 2015 and is expected to close on 6 October 2015.
  • The bookbuilding period for institutional investors starts on 29 September 2015 and is expected to close on 7 October 2015.
  • The first day of trading on Nasdaq Stockholm is expected to be 8 October 2015 and the shares will trade under the ticker "CLX".
  • The expected settlement day of the Offering is 12 October 2015.
  • Carnegie Investment Bank and Handelsbanken Capital Markets are acting as Joint Global Coordinators and Joint Bookrunners in the Offering.

Background and reasons

CLX's board of directors and the Principal Selling Shareholders believe that this is an appropriate time to enhance CLX's profile by listing the Company's shares on Nasdaq Stockholm. The Company's board of directors and senior executives believe that the listing of the Company's shares can further increase awareness of the Company's business and activities, strengthen CLX's profile with investors, customers and business partners and increase the ability to attract and retain qualified employees and key management. The Offering will broaden CLX's shareholder base and provide CLX with the opportunity to use the Swedish and international capital markets to diversify its funding sources. In addition, the Offering will allow the Principal Selling Shareholders to sell a portion of their current shareholdings and provide a liquid market for the shares going forward. For these reasons, the board of directors has applied for listing on Nasdaq Stockholm.

Prospectus and application forms

Prospectus and application forms for the Offering are available on CLX's website as well as on Handelsbanken's website for prospectuses (www.handelsbanken.se/investeringserbjudande). In addition, the prospectus is also available on Carnegie's website (www.carnegie.se). The prospectus and application forms can also be obtained from CLX and Handelsbanken. Applications can also be made via Nordnet (www.nordnet.se).

Indicative timetable

29 September - 6 October 2015 Application period for the Offering to the general public in Sweden
29 September - 7 October 2015 Bookbuilding process for institutional investors
8 October 2015 Announcement of the final Offering price
12 October 2015 Settlement day

Advisors

Carnegie Investment Bank and Handelsbanken Capital Markets are acting as Joint Global Coordinators and Joint Bookrunners in the Offering. Advokatfirman Lindahl KB and Latham & Watkins (London) LLP are legal advisors to CLX and the Principal Selling Shareholders. Gernandt & Danielsson Advokatbyrå KB is legal adviser to the Joint Global Coordinators and Joint Bookrunners.

For more information

Johan Hedberg, CEO, +46 8 32 75 10

Odd Bolin, CFO, +46 8 32 75 10, ir@clxcommunications.com

Important notice

This announcement is not and does not form a part of any offer for sale of securities.

Copies of this announcement are not being made and may not be distributed or sent into the United States, Australia, Canada, Japan or any other jurisdiction in which such distribution would be unlawful or would require registration or other measures.

The securities referred to in this announcement have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), and accordingly may not be offered or sold in the United States absent registration or an exemption from the registration requirements of the Securities Act and in accordance with applicable U.S. state securities laws. The Company does not intend to register any part of the Offering in the United States or to conduct a public offering of securities in the United States.

Any offering of the securities referred to in this announcement will be made by means of a prospectus. This announcement is not a prospectus for the purposes of Directive 2003/71/EC (together with any applicable implementing measures in any Member State, the "Prospectus Directive"). Investors should not subscribe for any securities referred to in this announcement except on the basis of information contained in the aforementioned prospectus.

In any EEA Member State other than Sweden that has implemented the Prospectus Directive, this communication is only addressed to and is only directed at qualified investors in that Member State within the meaning of the Prospectus Directive, i.e., only to investors who can receive the offer without an approved prospectus in such EEA Member State.

In United Kingdom, this communication and any other materials in relation to the securities described herein, is only being distributed to, and is only directed at, persons that are (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order") or (ii) high net worth entities, and other persons to whom this announcement may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as "relevant persons"). This communication must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which this communication relates is available only to relevant persons and will be engaged in only with relevant persons. Persons distributing this communication must satisfy themselves that it is lawful to do so.

Matters discussed in this announcement may constitute forward-looking statements. Forward-looking statements are statements that are not historical facts and may be identified by words such as "believe", "expect", "anticipate", "intends", "estimate", "will", "may", "continue", "should" and similar expressions. The forward-looking statements in this announcement are based upon various assumptions, many of which are based, in turn, upon further assumptions. Although CLX believes that these assumptions were reasonable when made, these assumptions are inherently subject to significant known and unknown risks, uncertainties, contingencies and other important factors, which are difficult or impossible to predict and are beyond CLX's control. Such risks, uncertainties, contingencies and other important factors could cause actual events to differ materially from the expectations expressed or implied in this release by such forward-looking statements.

The information, opinions and forward-looking statements contained in this announcement speak only as at its date, and are subject to change without notice.

[i] The "Principal Selling Shareholders" are (i) Cantaloupe AB, a company owned by the six founders of CLX (including senior executives and certain current and former board members of CLX); (ii) Kjell Arvidsson AB, a company owned by Kjell Arvidsson, one of the six founders of CLX and who is currently a senior executive and board member of CLX; and (iii) Seitse Intressenter AB, a company wholly-owned by Neqst 1 AB (an entity in which certain current board members of CLX indirectly own shares).

[ii] The "Other Shareholders" are employees of CLX that have received shares under a previous incentive program.

[iii] Grenspecialisten Förvaltning AB is owned and managed by Martin Gren, co-founder of Axis Communications.

[iv] LMK Forward AB is a wholly-owned subsidiary to LMK Industri (Lars Mikael Karlsson) AB, a Nordic privately owned investment company. The basis of LMK Industri's financial assets originates from Axis Communications, where Mikael Karlsson was one of the co-founders. LMK Industri is, through its investments in funds managed by Neqst Partner AB, already a minor indirect shareholder of CLX.