Thomson Reuters Corporation acquires majority interest in Pagero - a World Leader in E-Invoicing
- Thomson Reuters has acquired a majority stake in Pagero Group AB, a global leader in e-invoicing and indirect tax solutions.
- The acquisition is expected to enhance Thomson Reuters' indirect tax offerings and provide significant benefits for customers, including enhanced compliance capabilities, workflow automation, and global scale through a single trusted vendor.
- The total value of the Revised Offer amounts to approximately SEK 8.1 billion and represents a premium of 11.1% compared to the public cash offer of SEK 45 from Avalara1.
- The acquisition may lead to a change in the company's strategic direction and focus, which could pose risks to the existing business model and operations.
Insights
The acquisition of Pagero Group AB by Thomson Reuters represents a strategic move in the rapidly evolving financial technology sector. The e-invoicing market is poised for growth, driven by global regulatory trends towards real-time digital tax compliance. With over 80 countries implementing legal requirements for e-invoicing, the demand for solutions that can handle complex tax regulations is increasing. Thomson Reuters' move to acquire a majority stake in Pagero, a leader in e-invoicing and indirect tax solutions, is likely to position the company favorably within this burgeoning market.
Pagero's strong customer network, with 90,000 customers linked to over 14 million companies, presents a significant opportunity for network effects and scaling. This acquisition could enhance Thomson Reuters' existing ONESOURCE indirect tax offerings, potentially leading to a more comprehensive suite of services that could streamline tax compliance and workflow automation for clients globally. The financial model of Pagero, with a high percentage of recurring revenue and a track record of double-digit growth, suggests a stable and growing income stream for Thomson Reuters.
From a financial perspective, the Revised Offer by Thomson Reuters to acquire Pagero shares at SEK 50 represents an 11.1% premium over a competing offer and a substantial premium over the recent average trading prices. This aggressive pricing strategy indicates Thomson Reuters' commitment to securing a majority stake and reinforces the strategic importance of Pagero's technology and market position.
The transaction is not subject to financing contingencies, as the consideration is fully financed through Thomson Reuters' available funds, which speaks to the company's strong financial position and the seriousness of the offer. The high-quality revenue mix of Pagero, with 87% being recurring, aligns well with Thomson Reuters' business model and is likely to contribute positively to future earnings stability and growth.
The legal implications of this acquisition include the necessity for compliance with various international securities and tax laws, given the global nature of both companies' operations. Thomson Reuters' commitment to maintaining Pagero as a market solution post-acquisition suggests an awareness of antitrust considerations and a strategy to preserve Pagero's brand and customer goodwill. The unconditional nature of the Revised Offer, waiving previous conditions, may expedite the completion of the transaction, reducing uncertainty for both companies' stakeholders.
Moreover, the unanimous recommendation from Pagero's independent bid committee in favor of Thomson Reuters' offer is a significant endorsement, likely to influence shareholder acceptance and facilitate a smooth transition. The legal advisory role of Linklaters in this transaction ensures that due diligence is observed, mitigating legal risks associated with such a complex international deal.
On January 11, 2024 Thomson Reuters announced a recommended public tender offer to acquire 100 per cent of the shares of Pagero (the "Offer"). Today Thomson Reuters increases the price in the Offer to
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' majority ownership of Pagero will enhance the strategic partnership announced in February 2023, accelerating the companies' joint vision for a connected suite of global indirect tax, reporting and e-invoicing capabilities.
As many countries move towards legislating for real-time digital tax regulation, the e-invoicing compliance capabilities of Pagero complement and expand Thomson Reuters' ONESOURCE indirect tax offerings, providing enhanced compliance and workflow automation benefits to customers.
To ensure continuity for its community of Indirect Tax customers, Thomson Reuters is committed to maintaining Pagero as a market solution.
"Since the announcement of our initial offer for Pagero on 11 January, following constructive discussions with Bengt Nilsson, Summa Equity and other key shareholders of Pagero, we are pleased to have reached an agreement for them to sell their shares to Thomson Reuters – making us the majority shareholder in Pagero at 53.81 per cent. This validates Thomson Reuters as the best home for Pagero and supports our shared vision to provide customers with automated, secure, and compliant tax solutions." Said Steve Hasker, CEO and President, Thomson Reuters.
"Against this background, we are confident in our revised and unconditional offer of
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.
The Revised Offer
The total value of the Revised Offer, based on all outstanding 161,167,486 outstanding shares in Pagero, amounts to approximately
The revised Offer represents a premium of 11.1 per cent compared to the public cash offer of
Waiving of the Offer's conditions
Thomson Reuters has declared the Offer unconditional, meaning that the conditions for completion of the Offer, as set out in the Offer Document in the section ''Conditions for completion of the Offer'', have ceased to apply to the Offer. Thomson Reuters will complete the Offer, all shares tendered in the Offer will be settled once the Offer's acceptance period expires.
Timetable
The acceptance period for the Offer expires on 9 February 2024 17:00 CET. Settlement for all shares tendered in the Offer is expected to be initiated on or around 16 February 2024. Thomson Reuters reserves the right to postpone the settlement date, however, that settlement shall in any event be made within 7 business days following the expiration of the acceptance period. Thomson Reuters will announce any postponement of the settlement date by a press release in accordance with applicable laws and regulations.
Thomson Reuters shareholding in Pagero
As of the date of this announcement, Thomson Reuters holds and controls 86,720,670 shares and votes in Pagero, corresponding to approximately 53.81 per cent of shares and votes in Pagero.
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
+1 646 540 3249
gary.bisbee@thomsonreuters.com
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
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.
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2 "Vertex" refers to Vertex, Inc., acting through its wholly-owned subsidiary Goldcup 34190 AB; a Swedish private limited liability company with registration number 559457-8444. |
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SOURCE Thomson Reuters
FAQ
What percentage of shares in Pagero Group AB has Thomson Reuters acquired?
What is the total value of the Revised Offer?
When does the acceptance period for the Offer expire?
