Offer Document to the shareholders of ReadSoft made public
This press release may not be published or distributed, directly or indirectly, in or into Australia, Canada, Hong Kong, Japan, New Zealand or South Africa. The Offer is not being made to, nor will any tender of shares be accepted from or on behalf of, holders in such jurisdictions or elsewhere where their participation requires further documentation, filings or other measures in addition to those required by Swedish law. Shareholders in the United States should refer to the section titled “Special notice to shareholders in the United States” at the end of this announcement.
This is a translation of the original Swedish language press release. In the event of any discrepancies, the original Swedish wording shall prevail.
August 8, 2014
Lexmark International Technology S.A. (”Lexmark”) today publishes the Offer Document concerning the recommended cash Offer to the shareholders of ReadSoft AB (publ) (”ReadSoft”).
As a further step in Lexmark’s strategy to strengthen the company’s software offering, Lexmark made a recommended cash Offer (the “Offer”) at SEK 50.00 per share to the shareholders of ReadSoft on July 14, 2014. The founders of ReadSoft, representing in aggregate 22.9 per cent of the shares and 42.9 per cent of the votes, have undertaken to accept the Offer, and the Board of Directors of ReadSoft unanimously recommends the Company’s shareholders to accept the Offer.
On 5 August 2014, Lexmark International Technology announced an increase of its Offer price for all outstanding shares in ReadSoft in response to a SEK 55.00 increased competitive offer for the shares in ReadSoft that was announced by Hyland Software UK Ltd on August 4, 2014. The Offer price was increased from SEK 50.00 per share to SEK 55.50 per share, irrespective of share class.
The Offer Document has now been approved and registered by the Swedish Financial Supervisory Authority.
The Offer Document and acceptance form will be distributed to shareholders in ReadSoft whose shares are directly registered with Euroclear Sweden AB on August 6, 2014. The Offer Document will also be made available for downloading at www.lexmarkinfo.se and the website of DNB www.dnb.se.
The acceptance period for the Offer commences on August 8, 2014 and ends on August 29, 2014. Settlement will begin as soon as Lexmark has announced that the conditions for the Offer have been satisfied or that Lexmark has otherwise resolved to complete the Offer. Assuming that such an announcement is made no later than around September 2, 2014, settlement is expected to begin around September 5, 2014.
Lexmark reserves the right to extend the acceptance period for the Offer, as well as the right to postpone the settlement date.
For more information, please see:
Please direct any questions to Lexmark related to the Offer to:
Telephone: +46 (8) 473 45 40
Contact person for media inquiries:
Birgitta Henriksson, Brunswick Group
Telephone: +46 (0) 8 410 32 180
This press release was submitted for publication on August 8, 2014 at 07.00 am (CET).
Lexmark in brief
Lexmark International, Inc. (NYSE: LXK) is uniquely focused on connecting unstructured printed and digital information across enterprises with the processes, applications and people that need it most.
For more information about Lexmark, please visit www.lexmark.com
Readsoft in brief
ReadSoft is a leading global provider of applications for automating business processes in the cloud or on premise. ReadSoft is by far the world’s number one choice for invoice processing automation, especially into business systems from SAP and Oracle. ReadSoft’s software enables companies to automate document processes such as accounts payable processing, and mailroom automation.
Since the start in 1991, ReadSoft has grown to a worldwide group with operations in 17 countries on six continents and a network of local and global partners. The head office is located in Helsingborg, Sweden, and the ReadSoft share is traded on the NASDAQ OMX Stockholm’s Small Cap list.
For more information about ReadSoft, please visit www.readsoft.com
This is a translation of the original Swedish language press release. In the event of discrepancies, the original Swedish wording shall prevail.
The Offer is not being made to persons whose participation in the Offer requires that any additional offer document is prepared or registration effected or that any other measures are taken in addition to those required under Swedish law. This press release and any documentation relating to the Offer are not being published in or distributed in or to and must not be mailed or otherwise distributed or sent in or to Australia, Canada, Hong Kong, Japan, New Zealand or South Africa or any other country in which doing so would require any such additional measures to be taken or would be in conflict with any applicable law or regulation (the “Restricted Jurisdiction”). Any such action will not be permitted or sanctioned by Lexmark International Technology. Any purported acceptance of the Offer resulting from a direct or indirect violation of these restrictions may be disregarded.
The Offer is not being made, directly or indirectly, in or into any Restricted Jurisdiction by use of mail or any other means or instrumentality (including, without limitation, facsimile transmission, electronic mail, telex, telephone and the Internet) of interstate or foreign commerce, or of any facility of national security exchange, and the Offer cannot be accepted by any such use, means, instrumentality or facility of, or from within, any Restricted Jurisdiction. Accordingly, this press release and any documentation relating to the Offer are not being and should not be sent, mailed or otherwise distributed or forwarded in or into any Restricted Jurisdiction.
Lexmark International Technology will not deliver any consideration under the Offer in or into any Restricted Jurisdiction.
This press release is not being, and must not be, sent to shareholders with registered addresses in any Restricted Jurisdiction. Banks, brokers, dealers and other nominees holding shares for persons in any Restricted Jurisdiction must not forward this press release or any documentation relating to the Offer to such persons.
Statements in this press release relating to future status or circumstances, including statements regarding future results, growth and other projections regarding development and the other benefits of the Offer, are forward-looking statements. These statements may generally, but not always, be identified by the use of words such as “anticipates”, “intends”, “expects”, “believes”, or similar expressions. By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future. There can be no assurance that actual results will not differ materially from those expressed or implied by these forward-looking statements due to many factors, many of which are outside the control of Lexmark International Technology. Any such forward-looking statements made herein speak only as of the date on which they are announced. Except as required by the Takeover Rules or applicable law or regulations, Lexmark International Technology expressly disclaims any obligations or undertaking to publicly announce updates or revisions to any forward-looking statements contained in this press release to reflect any change in expectations with regards thereto or any change in events, conditions or circumstances on which such statement is based, The reader should, however, consult any additional disclosures that Lexmark International Technology or ReadSoft has made or may make.
Special notice to shareholders in the United States
The Offer described in this announcement is subject to the laws of Sweden. It is important for US securities holders to be aware that this document is subject to disclosure and takeover laws and regulations in Sweden that are different from those in the United States. The Offer is made in the United States in compliance with Section 14(e) of, and Regulation 14E under, the US Securities Exchange Act of 1934, as amended (“Exchange Act”), subject to the exemptions provided by Rule 14d-1(d) under the Exchange Act and otherwise in accordance with the requirements of Swedish law. Accordingly, the Offer is subject to disclosure and other procedural requirements, including with respect to withdrawal rights, the Offer timetable, settlement procedures and timing of payments that are different from those applicable under US domestic tender offer procedures and laws.
NEITHER THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION NOR ANY U.S. STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY HAS APPROVED OR DISAPPROVED OF THIS OFFER, PASSED UPON THE FAIRNESS OR MERITS OF THIS ANNOUNCEMENT OR DETERMINED WHETHER THIS ANNOUNCEMENT IS ACCURATE OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE IN THE UNITED STATES.