GSIM agrees majority stake in Q-Free

• Q-Free is GSIM’s first direct infrastructure investment
• GSIM is the private infrastructure investment arm of Guardian Capital Group
• Rieber & Søn is a Bergen, Norway-based private investment firm

Guardian Smart Infrastructure Management (GSIM), the direct private infrastructure investment management subsidiary of Guardian Capital Group, has made its first infrastructure investment.

Juniper Holdco, 70 percent owned by a subsidiary of Guardian and 30 percent owned by Rieber & Søn, has signed a conditional agreement to acquire Rieber’s 62.8 percent stake in Q-Free at NKr12.00 ($1.13; €1.06) per share.

Q-Free is a Trondheim, Norway-based transportation system service provider.

The purchase price represents a premium of 99.34 percent to the closing price on the Oslo Stock Exchange on 25 September, the last trading day before the announcement, 106.23 percent to the average over the last three months and 111.15 percent to average share over the last six months.

Funding for the initial investment and proposed follow-on investments will total $100 million.

“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,” said Fritz Rieber, MD at Rieber.

Juniper plans to make a compulsory acquisition of the remaining shares in Q-Free upon acquiring more than 90 percent of the shares in the company under the mandatory offer. It will also propose to de-list Q-Free’s shares.

Guardian Capital Group is a Toronto-based financial services business.

Rieber is a Bergen, Norway-based private investment firm.

Advokatfirmaet Schjødt and Kirkland & Ellis are acting as legal advisors and Harris Williams as financial adviser to Guardian. Wikborg Rein Advokatfirma is acting as legal advisor to Rieber.