Information regarding Pagero’s offer for Tungsten

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY IN, INTO OR FROM ANY RESTRICTED JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION.

Further to the announcement released on 20 May 2022 by Kofax Holdings International Ltd, regarding the increased recommended cash offer by Project California Bidco Limited (“Project California”) for the entire issued and to be issued ordinary share capital of Tungsten and Pagero Group AB (publ)’s (“Pagero”) announcement of 23 May 2022, requesting Tungsten Shareholders to take no action in relation such increased offer, the Board of Pagero provides the following update in respect of the Offer. 

The Board of Pagero considers the financial terms of Pagero’s cash offer comprising 48 pence per Tungsten Share to be full and fair and has decided that the financial terms of the Offer will not be increased and are now final. 

Pagero reserves the right to revise the financial terms of its Offer in the event: (i) a third party, other than Project California announces a firm intention to make an offer for Tungsten on more favourable terms than Pagero’s Offer; or (ii) the Panel otherwise provides its consent.

Capitalised terms used but not defined in this announcement have the same meanings as given to them in Pagero’s offer document dated 19 May 2022.

The person responsible for arranging the release of this announcement by Pagero is Bengt Nilsson.

Enquiries:

Pagero Group AB
Bengt Nilsson, Chief Executive Officer    Tel: +46 31 730 88 00 

Strand Hanson Limited
(Financial Adviser to Pagero)
Matthew Chandler / James Dance
Abigail Wennington / Ana Ercegovic     Tel: +44 (0)207 409 3494

For additional information, please contact:
Bengt Nilsson, CEO
E-mail: bengt.nilsson@pagero.com
Jan-Olof Ohlsson, CFO
E-mail: jan-olof.ohlsson@pagero.com

This information is information that Pagero Group AB (publ) is obliged to make public pursuant to the EU Market Abuse Regulation No. 596/2014. The information was submitted for publication, through the agency of the contact person set out above, at 18.15 CET on 1 June 2022.

Certified adviser
Erik Penser Bank is Certified Adviser and can be contacted on +46 (0) 8-463 83 00 or certifiedadviser@penser.se 

About Pagero

Pagero provides a Smart Business Network that connects buyers and sellers for automated, compliant and secure exchange of orders, invoices, payment instructions and other business documents. With an open network and a wide range of value-added apps, Pagero helps businesses streamline their order-to-cash and purchase-to-pay processes while unlocking the full potential of accurate and reliable business data. All of this, regardless of location, industry, size or systems.

Important notices

Strand Hanson Limited, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively as financial adviser to Pagero and no one else in connection with the matters described in this announcement and will not be responsible to anyone other than Pagero for providing the protections afforded to its clients or for providing advice in connection with the matter referred to herein.

This announcement is not intended to and does not constitute an offer to purchase any securities, or an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any offer to purchase or sell securities in any jurisdiction in which such offer, solicitation or sale would be unlawful. The release, distribution or publication of this announcement in jurisdictions other than Sweden and the UK may be restricted by law and therefore any persons who are subject to the laws of any jurisdiction other than Sweden and the UK should inform themselves about and observe any applicable requirements.