The tolling company Q-Free is being purchased by Juniper Holdco AS, who are buying Rieber & Søn AS’s 62.8% shareholding in the company.
Subject to completion of the Transaction, Juniper will make an offer at NOK 12.00 (around 92p) per share to the remaining shareholders as specified in Chapter 6 of the Norwegian Securities Act (the “Mandatory Offer”). Juniper, Rieber and the Company have entered into a transaction agreement, regulating the rights and obligations of the parties in connection with the Transaction and the Mandatory Offer.
Juniper is 70% owned by a subsidiary of Guardian Capital Group Limited and 30% owned by Rieber, a Bergen based privately held investment firm.
Completion is expected to take place early this month.
The board of directors of Q-Free has recommended that the Company’s shareholders accept the Mandatory Offer.
Commenting on the transaction, Robert Mah, President of Guardian Smart Infrastructure Management Inc, stated, “We are excited to partner with one of Europe’s leading investors in technology driven infrastructure. Q-Free is highly regarded, particularly for its edge technology solutions, in the rapidly growing market for intelligent transportation services designed to ease congestion, reduce pollution, and improve the quality of life for commuters, professional drivers and fleet operators in the key global markets the Company serves. As experienced long term infrastructure investors, we plan to provide additional resources to this Trondheim based business in an effort to continue its strong record of growth and leading by innovation”.
Guardian’s CEO George Mavroudis added “We formed our infrastructure strategy to invest in the growing number of opportunities where digital and traditional infrastructure are converging.” Guardian’s infrastructure strategy is headed by seasoned infrastructure investor Rob Mah, who together with his partners, has invested over $US 11 billion in 37 infrastructure transactions, many of which are relevant to Q-Free and its customers in traffic management, toll roads and ports/intermodal.
Rieber’s Managing Director Fritz Rieber, added, “We in Rieber & Søn would like to express our gratitude to the employees, management, and board for their efforts in driving improvements in the business and launching the implementation of a new business model since our initial investment in 2016. These positive changes have positioned Q-Free for the next phase of growth and development. Rieber aims to be a driving force in further developing Q-Free also for the years to come and, through Guardian, has identified a partner that is believed to have the potential to significantly contribute to the Company’s growth, both financially and through its network, particularly in North America. This strategic collaboration is intended to solidify and enhance Q-Free’s position as a leading Intelligent Transportation Systems (ITS) company”.
Geir Bjørlo, deputy Chairman of the Board at Q-Free, said: “The Board believes the terms of the offer from Juniper Holdco AS are in the best interests of Q-Free and our shareholders, and that the offer will benefit our employees, customers and partners. The Board recommends the offer as it represents a fair valuation of the company, as well as significant opportunities for accelerating the company’s journey as the leading provider and prime mover of intelligent traffic solutions.”
(Picture – Q-Free)