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 was disclosed in its entirety in Lexmark International Technology’s offer document. The agreement included i.a. a provision that the Company was not to conduct discussions or negotiate with any other party regarding a competing offer or otherwise support such offer unless this represented 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.
On 7 July 2014, Hyland UK increased its offer price to SEK 45.00 in cash per share. Hyland UK’s increased offer represented a premium of 4.6 percent compared to Lexmark International Technology’s increased price of SEK 43.00.
Hereafter, on 14 July 2014, Lexmark International Technology announced a new higher cash offer to the shareholders of the Company with an offer price of SEK 50.00 per share and simultaneously withdrew its previously announced cash offer of SEK 43.00 per share. In connection herewith ReadSoft entered into a transaction agreement with Lexmark International Technology containing substantially the same terms and conditions as the previous transaction agreement.
Yesterday Hyland UK announced an increase of the price in its offer to SEK 55.00 per share in ReadSoft. The increased offer price represents a premium of 10.0 percent compared with the offer of SEK 50.00 per share announced by Lexmark International Technology on 14 July 2014.
It follows from Hyland UK’s press release that the acceptance period for its offer commenced around 11 July 2014 and is expected to end around 5 September 2014 with expected settlement around 10 September. Hyland UK further informs that it around 13 August 2014 expects to make public an amendment to its offer document. It is also stated that Hyland UK has concluded that no clearance from authorities is necessary in order to complete its offer and that, as a result, the offer is no longer conditional upon receipt of any clearance from authorities.
It further follows from Hyland UK’s press release that, as was also communicated in its press release 7 July 2014, Hyland UK controls about 10.9 percent of all outstanding shares in ReadSoft.
“Needless to say, we appreciate the great interest in ReadSoft from the two bidders. They are serious companies and state good reasons why they would be good future owners of ReadSoft,” comments Göran E Larsson, chairman of the board of 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
The information provided herein is such that ReadSoft AB (publ) is obligated to disclose pursuant to the Swedish Securities Markets Act (SFS 2007:528) and/or the Swedish Financial Instruments Trading Act (SFS 1991:980). The information was submitted for publication at 08:00 CET on August 5, 2014.
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.