Thomson Reuters Corporation Announces a Recommended Public Offer to Acquire Pagero - a World Leader in E-Invoicing

TORONTO, Jan. 11, 2024 /CNW/ -- Thomson Reuters Corporation (NYSE /TSX: TRI) ("Thomson Reuters") a global content and technology company, has today announced a recommended public tender offer to acquire 100 per cent of the shares of Pagero Group AB (publ) (Nasdaq First North Growth Market: PAGERO) ("Pagero" or the "Company") at a price of SEK 40 in cash per share, valuing all shares in Pagero to approximately SEK 6.4 billion (the "Offer"). The Offer is conditioned by acceptance by over 90 per cent of the Company's shareholders.

Pagero is a global leader in e-invoicing and indirect tax solutions, which it delivers through its Smart Business Network. The Company links customers, suppliers, and institutions, allowing for the automated, compliant, and secure exchange of digital orders, invoices, and other business documents.

Thomson Reuters' acquisition of Pagero will build on the strategic partnership announced in February 2023, and is expected to accelerate the companies' joint vision for a connected suite of global indirect tax, reporting and e-invoicing capabilities. As many countries move towards real-time digital tax regimes, the e-invoicing compliance capabilities of Pagero complement and expand Thomson Reuters' indirect tax offerings, providing enhanced compliance and workflow automation benefits to customers.

"Pagero is a leading global provider of e-invoicing and indirect tax solutions, supporting customers as they navigate an ever-evolving regulatory and technology landscape," said Steve Hasker, President and CEO of Thomson Reuters. "Our successful commercial partnership with Pagero provides confidence in the strategic and cultural fit, and the opportunity to bring its e-invoicing capabilities together with our ONESOURCE indirect tax offerings - we're excited about the growth potential of this combination."

Benefits of the proposed acquisition

• Significant e-invoicing growth opportunity – More than 80 countries have announced or introduced legal requirements for e-invoicing and continuous transaction control (CTC) regulations with the aim of ensuring tax compliance and increased transparency. The resulting compliance burden on global companies is significant and is expected to drive continued robust growth for e-invoicing solutions like Pagero's for many years into the future.
• Pagero provides market leading solutions – Pagero offers a comprehensive suite of global e-invoicing and digital communications solutions through a single, modern and open technology platform. The Company's Smart Business Network links its 90,000 customers with over 14 million connected companies, providing emerging "network" effects as it continues to scale.
• Compelling strategic fit – The combination of Pagero's e-invoicing compliance capabilities with the indirect tax determination and reporting from Thomson Reuters' ONESOURCE should yield significant benefits for customers, including enhanced compliance capabilities, workflow automation, and global scale through a single trusted vendor. Over time, Thomson Reuters sees opportunities to leverage Pagero's open communications network to deliver additional compliance offerings, including for global trade management and supply chain/vendor risk.
• Attractive financial model – Pagero has a high-quality revenue mix (87 per cent recurring) and proven track record of double-digit revenue growth. It is highly profitable in scaled markets and believes it has a pathway to robust overall profitability in the next few years as its investment markets scale.

Steve Hasker, concludes, "With our significant financial capacity, global presence, and broad expertise, we are well positioned to invest in our shared vision to provide customers with automated, secure, and compliant solutions that inform the way forward. We believe the Offer we have presented today reflects an attractive premium for shareholders, supported by the recommendation from Pagero's independent bid committee, and that Thomson Reuters will provide the best home where Pagero and its employees can thrive."

Transaction details
The acceptance period of the Offer is expected to commence on or around January 12, 2024 and end on or around February 9, 2024. An offer document regarding the Offer is expected to be made public on this day, January 11, 2024. Subject to the Offer being declared unconditional on 9 February, 2024, Thomson Reuters expects to commence the settlement of the consideration in the Offer on or around 16 February, 2024. The Offer is conditioned by acceptance by over 90 per cent of the Company's shareholders.

The Offer represents a premium of 11.1 per cent compared to the closing price of SEK 36 for Pagero's shares on Nasdaq First North on 10 January, 2024, and 15.6 per cent compared to the volume-weighted average price of Pagero's shares on Nasdaq First North during the 30 latest trading days up to and including 10 January, 2024 and 26.8 per cent compared to the volume-weighted average price during the 90 latest trading days up to and including 10 January, 2024. The Offer exceeds the public cash offer announced by Vertex, Inc. ("Vertex") on 13 December, 2023 by SEK 4 per share.

This press release shall not constitute an offer to buy or a solicitation of an offer to sell any Pagero securities. The Offer will be made solely pursuant to the applicable offer document, when available. The Offer is not being made to holders of securities in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction. The full details of the Offer, including complete instructions on how to tender Pagero shares, will be included in the offer document.

Financing of the Offer
The Offer is not subject to any financing contingency. The consideration payable in respect of the Offer is fully financed through funds currently available to Thomson Reuters.

Advisors
Thomson Reuters has engaged Morgan Stanley & Co. LLC as financial adviser and Linklaters as legal adviser in connection with the Offer.

Investor contact
Gary E. Bisbee, CFA
Head of Investor Relations
[phone]
[email protected]

For more information about the Offer, please see: https://www.business-network-offer.com/

About Thomson Reuters

Thomson Reuters (NYSE /TSX: TRI) informs the way forward by bringing together the trusted content and technology that people and organizations need to make the right decisions. The company serves professionals across legal, tax, accounting, compliance, government, and media. Its products combine highly specialized software and insights to empower professionals with the data, intelligence, and solutions needed to make informed decisions, and to help institutions in their pursuit of justice, truth, and transparency. Reuters, part of Thomson Reuters, is a world leading provider of trusted journalism and news. For more information, visit tr.com.

About Pagero

Pagero (Nasdaq First North Growth Market: PAGERO) provides a Smart Business Network that connects buyers and sellers for automated, compliant, and secure exchange of orders, invoices, payment instructions and other business documents. With an open network and a wide range of value-added apps, Pagero helps businesses streamline their order-to-cash and purchase-to-pay processes while unlocking the full potential of accurate and reliable business data. All of this, regardless of location, industry, size or systems. Find out more at www.pagero.com. 

Forward-looking information

Certain statements in this news release are forward-looking, including but not limited to the statements regarding future performance, growth and other projections as well as the anticipated benefits of the proposed acquisition and the expected timing of the settlement of the Offer. The words "expect", "believe", "should", "will" and similar expressions identify forward-looking statements. While Thomson Reuters believes that it has a reasonable basis for making forward-looking statements in this news release, they are not a guarantee of future performance or outcomes and there is no assurance that any of the other events described in any forward-looking statement will materialize. Forward-looking statements are subject to a number of risks, uncertainties and assumptions that could cause actual results or events to differ materially from current expectations. Many of these risks, uncertainties and assumptions are beyond Thomson Reuters's control and the effects of them can be difficult to predict.

Some of the material risk factors that could cause actual results or events to differ materially from those expressed in or implied by forward-looking statements in this news release include, but are not limited to, those discussed in the "Risk Factors" section of the Thomson Reuters's 2022 annual report. These and other risk factors are discussed in materials that Thomson Reuters from time-to-time files with, or furnishes to, the Canadian securities regulatory authorities and the U.S. Securities and Exchange Commission. Thomson Reuters annual and quarterly reports are also available in the "Investor Relations" section of tr.com.

You are cautioned not to place undue reliance on forward-looking statements which reflect expectations only as of the date of this news release. Except as may be required by applicable law, or rules Thomson Reuters disclaims any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

SOURCE Thomson Reuters