Approval of supplement to the offer document regarding shares in ReadSoft
This press release may not be published or distributed, directly or indirectly, in or into Australia, Canada, Hong Kong, Japan, New Zealand or South Africa.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.
Press release
27 August 2014
Lexmark International Technology S.A. (”Lexmark”) today publishes the supplement to the offer document in respect of the recommended cash offer to the shareholders of ReadSoft AB (publ) (”ReadSoft”).
Lexmark, a wholly owned subsidiary of Lexmark International Inc., announced a new recommended public offer to the shareholders in ReadSoft to sell their shares in ReadSoft to Lexmark International Technology (the "Offer"). On 20 August 2014, it was announced that the Offer price was increased to SEK 57.00 per share irrespective of share class and that the acceptance period was extended to 4 September 2014. As required under the Swedish Takeover Act (Sw. lag (2006:451) om offentliga uppköpserbjudanden på aktiemarknaden) and the NASDAQ OMX Stockholm Rules concerning Takeover Bids in the Stock Market, it was also announced that the Offer was declared unconditional. A corresponding supplement to the offer document published on 8 August 2014 (the "Supplement) has immediately prior to this announcement been approved and registered by the Swedish Financial Supervisory Authority (Sw. Finansinspektionen).
The Supplement will be distributed to shareholders in ReadSoft whose shares are directly registered with Euroclear Sweden AB on August 27 August 2014. The Supplement and the acceptance form will also be made available for downloading at www.lexmarkinfo.se and the website of DNB www.dnb.se. An updated acceptance form will furthermore be distributed to shareholders who have not yet accepted the Offer.
The acceptance period for the Offer has been extended up to and including 4 September 2014, and settlement is expected to begin around 11 September 2014.
Lexmark reserves the right to extend the acceptance period for the Offer, as well as the right to postpone the settlement date. Any extension of the acceptance period will be combined with settlement in relation to those shareholders who (at the time of such extension) have already accepted the Offer being performed so that no further delay in settlement is caused to such shareholders.
The Offer is accepted by way of submitting a signed and correctly completed acceptance form to DNB Bank no later than 4 September 2014 at 15.00 (CET).
Shareholders in ReadSoft who have already accepted the Offer and want to maintain their acceptance do not need to take any further action. The increased Offer price of SEK 57.00 per share also extends to acceptances already made.
Shareholders who have accepted the Offer prior to the publication of this supplement document, are entitled under the Swedish Financial Instruments Trading Act (Sw. lag (1991:980) om handel med finansiella instrument), to withdraw acceptances already made within two working days from the publication of this Supplement. The last day for withdrawing a rendered accept occurs on 29 August 2014 in accordance with this withdrawal right.
For more information, please see:
www.lexmarkinfo.se
Please direct any questions to Lexmark related to the Offer to:
DNB
Telephone: +46 (8) 473 45 40
Website: www.dnb.se
Contact person for media inquiries:
Birgitta Henriksson, Brunswick Group
Telephone: +46 (0) 70 812 8639
E-mail: bhenriksson@brunswickgroup.com
This press release was submitted for publication on 27 August 2014 at 19.00 (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
Important notice
This is a translation of the original Swedish language press release. In the event of discrepancies, the original Swedish wording shall prevail.
Offer restrictions
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.
Forward-looking statements
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.
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