The IPO is structured as a global offering of 7.6 million primary shares, representing an offering size of SEK 912 million (ª112 million) at the midpoint of the price range, to be issued by Scandinavia Online in a capital increase. The offering will consist of one global tranche comprising an offering to retail investors in Sweden and Norway, institutional investors internationally and to US institutional investors under Rule 144A. Following the offering, the Company will have 43.2 million shares outstanding.
The proceeds from the IPO will be used primarily for (i) expansion of the Scandinavia Online service offering, (ii) funding of future marketing activities, (iii) potential future strategic investments and acquisitions and (iv) repayment of shareholder loans.The offering period will commence on May 23, 2000 and will close on June 6, 2000. Trading is expected to commence on or about June 7, 2000.
Scandinavia Online is the leading online network targeting the Nordic region in terms of the number of users as well as revenues. The Scandinavia Online network consists of portals in Denmark, Finland, Norway and Sweden including interest specific channels, extensive Web-based community and communications features, sophisticated search capabilities and integrated online shopping in the Danish, Finnish, Norwegian and Swedish languages. For 1999, total pro forma revenues amounted to SEK 102.3 million (ª12.3 million).
Scandinavia Online is the widest reaching web online network in Sweden with over 2 million monthly unique visitors to its sites (including passagen.se and evreka.se) and a reach of 53% of the Swedish online population in April 2000, according to Media Metrix. Scandinavia Onlines Norwegian portal (sol.no) is the largest and fastest growing Internet site in Norway according to Norsk Gallup, with 783,000 weekly unique visitors in the first quarter of 2000 and 26% growth on the previous quarter. In Denmark, the portal (sol.dk) ranks as the second most visited Internet site (as measured by Dansk Gallup, Week 16, 2000). Scandinavia Online also owns the Finnish Internet sites sirkus.com and evreka.fi. For the three months ending March 31, 2000, total pro forma revenues amounted to SEK 57.5 million (ª6.9 million).
Scandinavia Onlines goal is to build upon the strong user relationships that have made it a leading online network in the Nordic region to become a leading European new media company. Scandinavia Online intends to achieve this objective through the following strategies:
– Further strengthen its brands;
– Expand the usage of the Scandinavia Online network;
– Become the leading e-commerce enabler in the Nordic region;
– Support new access media;
– Pursue geographical expansion; and
– Capitalise on its market position, primarily through in-kind equity investments
Scandinavia Online is directly or indirectly owned by Schibsted ASA, Telia AB, Telenor ASA, management and employees. Schibsted, Telia and Telenor will seek to maximize the value of their shareholdings by allowing Scandinavia Online to aggressively capitalize on its current market position as well as its internet expertise even if this should entail competing with the owners, or entering into agreements with competitors to the owners.
In addition to the directors representing the principal shareholders, Franco Fedeli and Hannu Bergholm have been appointed to the board of directors. The board anticipates that an independent Chairman will be appointed in the near future but no definitive arrangement is yet in place.
Goldman Sachs International is acting as Global Co-ordinator and sole bookrunner in connection with the offering. Carnegie, Schroder Salomon Smith Barney and UBS Warburg are acting as co-lead managers. Carnegie is acting as retail manager in Sweden and Norway.