The Board of Directors of HiQ has decided to unanimously recommend the shareholders of HiQ to accept Triton’s, through Trisall AB, revised public takeover bid. The takeover bid consists of a cash consideration of SEK 72 per share, which corresponds to a total value of HiQ of SEK 4,021 million.

Background
This statement is made by the Board of Directors (the “Board”) of HiQ International AB (publ) (“HiQ” or the “Company”) pursuant to Section II.9 of Nasdaq Stockholm’s Takeover Rules (the “Takeover Rules”).

Triton Fund V (“Triton”), through Trisall AB (“Trisall”), submitted, on 26 August 2020, a public takeover bid to the shareholders of HiQ to transfer all of their respective shares in HiQ to Trisall for a cash consideration of SEK 70 per share. The acceptance period commenced 10 September 2020 and end 1 October 2020.

Today, 15 September 2020, Trisall announced that they will increase the consideration in the offer to SEK 72 in cash for each share (the “Offer”).

Further information concerning the Offer is available in Triton’s bid press release from 26 August 2020, Triton’s press release from 15 September 2020, the offer document that Trisall published shortly before the beginning of the acceptance period and the bidder’s website www.invest-to-lead.com.

The Board of HiQ has engaged Danske Bank as financial advisor and Setterwalls Advokatbyrå as legal advisor in relation to the Offer.

As a part of the Board’s assessment of the Offer, the Board has also engaged Öhrlings PricewaterhouseCoopers AB (”PwC”) for a statement regarding the valuation of the Offer (a so-called “Fairness Opinion”). In the Fairness Opinion, which is attached as an appendix to this press release, PwC deems the Offer made to shareholders to be fair from a financial perspective, based on the assumptions and considerations included in the statement.

The Board’s recommendation
The Board bases its view of the Offer on an evaluation of a number of factors that the Board has deemed relevant in their assessment of the Offer. These factors include, but are not limited to, HiQ’s current standing, HiQ’s expected future development and potential as well as related opportunities and risks.

The Board concludes that the Offer of SEK 72 per share, corresponding to SEK 4,021 million, implies a premium of c. 29 percent compared to the closing price of SEK 55.90 on 25 August 2020 and approximately 30 percent compared to the volume weighted average price on Nasdaq Stockholm of SEK 55.20 on 25 August 2020.

In the assessment of the Offer, the Board has considered the Fairness Opinion by PwC, according to which the Offer is deemed fair for HiQ’s shareholders from a financial perspective, based on the assumptions and considerations included in the statement.

Against this background, the Board unanimously recommends the shareholders of HiQ to accept the Offer.

According to the Takeover Rules, the Board shall, based on what Triton, through Trisall, has stated in the announcement of the Offer, provide its understanding of the effect that the execution of the Offer will have on HiQ, particularly with regards to employment, and its understanding of Triton’s strategic plans for HiQ and the subsequent effects these could have on employment and the locations in which HiQ operates its business.

Triton, through Trisall, has expressed the following concerning the employees and management group in HiQ:

“As it enters the next phase of growth supported by Triton, HiQ’s unique culture is fundamental in creating a Northern European leader. Triton will assist HiQ’s managers and employees to cement its position as an attractive employer by supporting implementation of programs for personal and professional development, career opportunities, as well as training. These measures will apply to existing and new hires; in line with Triton’s desire to launch a new growth phase. In addition to the above, Triton does not expect that the Offer will have any significant effects for HiQ’s employees, their terms of employment or employment at those sites where HiQ conducts its business today.”

The Board assumes that this description is correct and therefore does not see any reason to have a different perception in the relevant matters.

This statement shall, in all respects, be subject to and interpreted in accordance with Swedish law. Disputes in connection with this statement shall exclusively be decided in a Swedish court of law.

In order to allow persons discharging managerial responsibilities to accept the public Offer during the acceptance period (according to the prohibition on trading according to the EU Market Abuse Regulation), the Board has decided to postpone the interim report for January – September 2020 to 10 November 2020.

Stockholm, 15 September 2020

HiQ International AB (publ)
The Board of Directors

Together with a group of entrepreneurs and epidemiologists HiQ have developed a tech solution to track, monitor and prevent the spread of COVID-19 in Africa. The project is initiated and supported by global non-profit organizations. The first roll-out is planned to be in one of the most populous African counties, and the system has the capacity of managing more than 100 million user-entries daily.

The team which has developed the digital solution is a world-wide task force that has been working fully remote. HiQ has delivered all user interface design, front-end development and dashboards.

– This is truly a great initiative, and the solution that the team has developed is remarkable. It started off as a wild idea, and now, a few months later, we have a scalable solution which is ready for more than 100 million users daily. As a company we are truly proud of being able contribute with our tech expertise and know-how to the fight against this dreadful epidemic, says Erik Ridman, Director of Communications at HiQ.

The cloud based microservice solution is scalable, can also be run on local servers and is based on MIT opensource license. The system is designed for more than 100 million daily users and can easily be scaled to double or even triple that amount.

The solution is in multiple languages which also takes in account that the user might be unable to read. The actual interface meeting the user is a responsive web application, compatible with all smartphones, tablets and desktop computers. Furthermore, the solution is set to be translated into any other language for launch in a new region, country or continent.

The system utilises a self-assessment-procedure and the symptom tracker assimilates the latest symptomatic data from relevant peer reviewed research papers and features health advice from the World Health Organisation. The system compiles the millions of datapoints submitted daily, into a real-time secure dashboard. The dashboard will aid health officials to obtain a picture of the general health of the user population and assist to the planning and allocation of resources and support effective communications to help fight the spread of the epidemic.

In accordance with the decision made by HiQ’s Annual General Meeting, a Nomination Committee has been appointed. The Committee consists of Mats Gustafsson, Lannebo Fonder, John Wilson, Mawer Investment Management and Joachim Spetz, Swedbank Robur Fonder. Mats Gustafsson has been appointed chairman of the Nomination Committee. The Committee has also the appointed the chairman of the Board, Gunnel Duveblad, as a member.

The Nomination Committee will present the following proposals for approval by the Annual General Meeting 2021:

Proposal for Chairman of the Meeting
Proposal for the Chairman of the Board of Directors and members of the Board of Directors
Proposal for compensation to the Board of Directors, distinguishing between the Chairman and other members of the Board and compensation for committee work (if any)
Proposal for company auditor (if needed) and audit fees for the company’s auditor
Shareholders who would like to submit proposals to HiQ’s Nomination Committee can do so via email: valberedning@hiq.se, or by ordinary mail to the address:
HiQ International AB
Att: Valberedningen
Box 4046
102 61 Stockholm
Sweden

Date for the 2021 Annual General Meeting and the latest date for shareholders to submit proposals to the Nomination Committee will be presented in connection with the presentation of HiQ’s interim report for the period January – September 2020 on 22 October 2020.

The demand for HiQ's integration platform FRENDS is increasing. In connection with a Nordic expansion, we launch a completely new website; www.frends.com. “License sales are continually on the rise, and we are investing to meet demand throughout the Nordics.”, says Lars Stugemo, CEO and President of HiQ.

Technology development and digitization continue at high speed. More and more products become connected and new digital services are developed and launched all the time. The global pandemic has further accelerated digitalization and shown that the need for well-functioning digital solutions and platforms is great.

The remedy is the HiQ FRENDS integration platform, a software layer that connects otherwise disjointed systems to deliver a unified solution to customers. It acts as a safe and flexible channel for communication between multiple systems — enabling integration and automation simultaneously. As we speak, virtually all companies deepen their cloud dependency and FRENDS becomes an essential backbone to nearly every business.

The platform also allows a company to expand its offering without the need to build new bespoke services or further develop existing systems. Instead, companies can integrate with other software providers that already offer. The result is a unified and more robust solution for the end customers. As technology development progresses, more and more services and systems become interconnected. The increased complexity of companies’ IT platforms increases over time the need for integration services and platforms such as FRENDS.

“We make several new deals in Finland and initiatives in Sweden continue to develop as planned. By the end of the quarter we have more than 350 active licenses out among satisfied clients”, says Jukka Rautio, Managing Director of HiQ in Finland.

The FRENDS integration platform is a software service that is developed, managed and marketed by HiQ. It is delivered as a subscription service, a so-called Enterprise Integration Platform as a Service (eiPaaS). HiQ Frends is aligned with the integration consultancy services that HiQ also provides, and has become a key feature in HiQ’s offerings for digitalization and IT-architecture.

More about FRENDS:
www.frends.com