Beskrivning
Land | Norge |
---|---|
Lista | OB Match |
Sektor | Finans |
Industri | Övriga finansiella tjänster |
2023-11-07 00:01:42
Univid ASA ("Univid" or the "Company", and together with its consolidated
subsidiaries, the "Group") is pleased to announce that it has entered into a
share exchange agreement (the "SEA") with certain shareholders representing
81.5% of SEEYOU Ltd. ("SEEYOU"), a Northern European company in the forefront of
offering bespoke GDPR-compliant generative AI assistants. Pursuant to the SEA,
Univid shall acquire at least 98% of the shares of SEEYOU against issuance of
consideration shares in Univid (the "Transaction"). The Transaction will
consequently imply that SEEYOU becomes a consolidated subsidiary of the Company,
but the business carried out by SEEYOU will become the main business of the
Group.
SEEYOU is a privately held Irish, B2B Saas company with marquee Nordic
shareholders, and specializes in creating made-to-measure generative AI
assistants meticulously tailored to meet the unique needs of client B2B and B2C
companies across a wide spectrum of industries.
SEEYOU primarily serves companies with complex product or service portfolios and
a substantial customer and user base. SEEYOU Ltd. is proud to be launching its
services in partnership with the esteemed Northern European hospitality group
Strawberry and has completed Euronext Ireland's 2023 pre-IPO program.
The market for intelligent virtual assistants is expected to grow rapidly in the
future, much like all generative AI solutions. In 2022, the market for virtual
AI-based assistants was estimated to be valued at 8.1 billion dollars, and it is
projected to reach 41.6 billion dollars by 2028, reflecting a remarkable CAGR of
31%.
SEEYOU's proprietary intellectual property has undergone rigorous external
testing and has gained approval by industry giants like Cisco, Google, Meta,
Microsoft, Zoom, and tech-savvy clients and partners like Strawberry.
All SEEYOU's products have native solutions for web, Android, Windows, Mac,
iPhone, and Chrome Book platforms, ensuring comprehensive accessibility and
integration for every type of client. Furthermore, all SEEYOU's products are
delivered as plug-and-play SDK packages, requiring no integration with the
customers' existing codebase. This eliminates technology-related risks and the
need for the customers to allocate technical resources during implementation.
Thus, SEEYOU's clients are ensured fast-tracking their AI implementation and
learning curves, ensuring rapid adoption and results.
For further information on SEEYOU, please consult the public whitepaper and
presentation decks found on LinkedIn:
o The SEEYOU Whitepaper: https://publuu.com/flip-book/97677/601766
o The SEEYOU Presentation deck: https://publuu.com/flip-book/97677/507103
Univid Chairman Thomas Christensen commented:
"We stand at the brink of an era where artificial intelligence propels
transformative change. Generative AI can automate complex tasks, and accelerate
the development of creative content, leading to increased productivity and cost
savings. I believe that SEEYOU has the team and technology to take advantage of
this rapid advancement and look forward to following their development going
forward."
Lise Fløvik, PhD, Founder & CEO, SEEYOU commented:
"SEEYOU's decision to pursue a reverse takeover stem from SEEYOU's strategic
objective to attain a listing on the stock exchange, as exemplified by SEEYOU's
successful completion of Euronext Ireland's pre-IPO program in spring 2023.
Furthermore, the choice to list in Oslo, Norway, aligns with the preferences of
a significant portion of our shareholder base, offering an alternative to
Dublin, Ireland.
The reverse takeover also underscores our commitment to safeguard the interests
of Univid's over 4,000 individual shareholders, who have previously demonstrated
a keen interest in technology, and now by fulfilling the Oslo Stock Exchange's
requirements for continuous listing of Univid under the new name SEEYOU(AI) ASA.
The current Univid portfolio is intended to be divested to the existing
shareholders, in order to entirely focus SEEYOU(AI) ASA as a Northern European
generative AI company."
The exchange ratio under the SEA is based on an equity value of Univid of
approximately NOK 41 million and an equity value of SEEYOU of approximately NOK
542 million based on the existing issued shares of SEEYOU, corresponding to an
exchange ratio of approximately 7:93. The subscription price for the new share
to be issued by Univid (the "Consideration Shares") will be NOK 0.40 per share,
and the purchase price per SEEYOU share will be NOK 150. One SEEYOU share may
therefore be exchanged into 375 Consideration Shares. Until closing, the
parties will seek to increase the number of SEEYOU shareholders that are parties
to the SEA and thereby also increase the number of shares to be purchased by
Univid through the SEA. If Univid is successful in acquiring all issued shares
in SEEYOU, the Company will issue a total of 1,355,250,000 Consideration Shares.
SEEYOU has in addition issued certain instruments giving the holders of such
instruments the right to subscribe for up to 271,283 new shares in SEEYOU at
price of NOK 150, and if such rights are exercised the new shares in SEEYOU
shall also be exchanged into Consideration Shares.
Upon closing of the Transaction (the "Closing"), the corporate name of the
company will be changed to SEEYOU(AI) ASA.
Further, upon Closing, the Company's management will be changed to include,
amongst others, the founders of SEEYOU, Dr. Lise Fløvik and Dr. Jolien
Vleeshouwers. Dr. Fløvik will assume the role as the CEO of the Company, and Dr.
Vleeshouwers will assume the role as the CMO of the Company. Both Dr. Fløvik and
Dr. Vleeshouwers hold a PhD's in Psychology and are former researchers and
Associate Professors at the National Institute of Occupational Health in Norway
(STAMI). The management will also consist of CFO Per Kristian Spone, a certified
public accountant with extensive CFO experience.
The Company's Board of Directors will also be amended as a consequence of the
Transaction, and the parties have agreed that Mr. Henrik A. Christensen, a
corporate lawyer and partner at law firm Ro Sommernes advokatfirma DA, shall be
proposed as the chairman of the Board of Directors. The other candidates for the
Board of Directors will be presented at a later time.
The SEA provides that Univid can distribute its existing assets and investments
within the Web3 space and receivables in respect of Ambershaw to the Company's
shareholders prior to Closing. Univid will distribute such assets to the fullest
extent legally permissible and is confident that the Company will be able to
distribute the vast majority of such assets. The agreed exchange ratio in the
SEA will not be adjusted as a consequence of such distribution nor if the
Company is unable to declare such distribution. Further information about the
distribution will be given in due course.
Closing will be conditional on certain matters having occurred, including the
following: (i) acquisition of a minimum of 98% of the shares in SEEYOU, (ii)
that necessary corporate approval to implement the Transaction has been
obtained, including for issuance of the Consideration Shares by the general
meeting of the Company, (iii) that the Oslo Stock Exchange's resolution to
delist the shares of Univid has been reversed or overturned and Oslo Stock
Exchange has approved the continued listing of the combined entity, and (iv)
completion of a due diligence of the parties with satisfactory results. In
connection with the reverse takeover, the Company considers an equity offering
or convertible bond of NOK 30-50m.
Closing is currently expected to take place during February 2024, but will be
subject to the outcome of the process for reversal or overturning of the
resolution to delist the shares of the Company. Further information and a notice
for an extraordinary general meeting of the Company will be provided in due
course.
Advokatfirmaet CLP DA is acting as Norwegian legal counsel to Univid in the
Transaction. Ro Sommernes advokatfirma DA is acting as Norwegian legal counsel
to SEEYOU.
For further information, please contact:
Thomas Christensen, Chairman, tc@procorp.no.
The information in this announcement is considered to be inside information
pursuant to the EU Market Abuse Regulation. This stock exchange announcement was
published by Roger Lund, Managing Director, at the time and date provided.