Increased cash offer from Hyland Software UK
On 18 June 2014, Hyland Software UK Ltd. (”Hyland UK”), a company controlled by Hyland Software, Inc., announced a cash offer to the shareholders of ReadSoft AB (publ) (”ReadSoft” or the “Company”) to transfer all shares in the Company to Hyland UK at a price of SEK 42.86 in cash per share.
Prior thereto, on 6 May 2014, Lexmark International Technology S.A. (“Lexmark International Technology”), a wholly-owned subsidiary of Lexmark International Inc., had announced a cash offer to the shareholders in ReadSoft, whereby Lexmark International Technology offered SEK 40.05 in cash per share. In connection with the offer, ReadSoft entered into a transaction agreement with Lexmark International Technology, which has been disclosed in its entirety in Lexmark International Technology’s offer document. The agreement includes i.a. a provision that the Company shall not conduct discussions or negotiate with any other party regarding a competing offer or otherwise support such offer unless this represents at least 7 percent higher value for the shareholders than the offer or a revised offer from Lexmark International Technology. Hyland UK’s offer of 18 June 2014 represented a premium of 7 percent compared to Lexmark International Technology’s offer.
On 19 June 2014, Lexmark International Technology increased the price in its cash offer to SEK 43.00 per share in the Company.
Yesterday, Hyland UK announced an increase of its offer price to SEK 45.00 in cash per share. Hyland UK’s increased offer represents a premium of 4.6 percent compared to Lexmark International Technology’s increased price of SEK 43.00.
Hyland UK states in its press release that the acceptance period, as previously, is expected to commence around 11 July 2014 and end around 5 September 2014 with expected settlement around 10 September. Hyland UK further repeats that its offer document is expected to be made public shortly before the commencement of the acceptance period.
It follows from Hyland UK’s press release that, since the announcement of its offer, Hyland UK and its majority shareholder have acquired shares corresponding to about 7.9 percent of all outstanding shares in ReadSoft and that, as stated in Hyland UK’s press release on 18 June 2014, shareholders in ReadSoft with a holding representing about 3.1 percent of all outstanding shares in the Company have, pursuant to agreements with Hyland UK, unconditionally and irrevocably undertaken to accept the offer, altogether meaning that Hyland UK controls about 10.9 percent of all outstanding shares in ReadSoft.
ReadSoft’s board of directors intends to not later than two weeks prior to the expiry of the acceptance period of Hyland UK’s offer announce its opinion of the offer, and reasons for this opinion.
For further information, please contact:
Göran E Larsson, Chairman of the Board of Directors of ReadSoft AB
Accessed via Johan Holmqvist, Vice President Corporate Communications at ReadSoft AB
+46 (0)42 491 21 98 or +46 (0)708 37 66 77
ReadSoft AB (publ)
Södra Kyrkogatan 4
SE-252 23 Helsingborg, Sweden
Corp Identity No. 556398-1066
Telephone: +46 (0)42 490 21 00
This is information of the type that ReadSoft AB (publ) is obligated to disclose in accordance with the Swedish Securities Markets Act and/or the Financial Instruments Trading Act. The information was submitted for publication on July 8, 2014 at 15:00 CET.
About ReadSoft. ReadSoft simplifies business for organizations of all sizes with applications for business processes such as accounts payable automation, accounts receivable, sales order processing, and multichannel mailroom automation. Its on-premises and cloud document process automation solutions enable some of the world’s largest corporations as well as small and medium businesses to compete and thrive in today’s environment by improving customer and supplier satisfaction, increasing operating efficiency, and providing greater visibility into business processes. ReadSoft is the world’s number one choice for invoice processing automation, and its applications integrate seamlessly with ERP systems from SAP, Oracle, Microsoft, as well as with many other business systems. Since 1991, the company has grown into a worldwide group, delivering industry expertise and support in 17 countries on six continents through its local and global partner network. ReadSoft is headquartered in Helsingborg, Sweden, and its share is traded on the NASDAQ OMX Stockholm’s Small Cap list. Visit www.readsoft.com.