Lapse of Offer
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.
Background and lapse of Offer
On 19 May 2022, Pagero Group AB (publ) (“Pagero”) made an all cash offer to acquire the entire issued and to be issued ordinary share capital of Tungsten not already owned by Pagero at a price of 48 pence per share (the “Offer”). The document setting out the full terms of, and Conditions to, the Offer (the “Offer Document”) was also posted to Tungsten Shareholders on 19 May 2022.
As at close of business on 16 June 2022, Pagero held 142,103 Tungsten Shares, representing approximately 0.11 per cent. of Tungsten’s existing issued ordinary share capital.
The Board of Pagero notes the announcement made by Tungsten earlier today confirming that the scheme of arrangement in respect of the recommended cash acquisition of Tungsten by Project California Bidco Limited (“Project California Bidco”), a newly formed vehicle indirectly owned by Kofax Parent Limited (“Kofax”), has now become effective. Accordingly, Pagero confirms that its Offer has now lapsed.
Acceptance Levels
Pagero announces that, as at 1.00 p.m. (London time) on 16 June 2022, Pagero had received valid acceptances of the Offer in respect of 65,237 Tungsten Shares, representing approximately 0.05 per cent. of the Tungsten Shares to which the Offer related and of the issued ordinary share capital of Tungsten, which Pagero may count towards the satisfaction of the Acceptance Condition. So far as Pagero is aware, none of these acceptances have been received from any persons acting in concert with Pagero.
Accordingly, the total number of Tungsten Shares already owned by Pagero, together with those in respect of which valid acceptances of the Offer have been received, is 207,340 Tungsten Shares representing approximately 0.16 per cent. of Tungsten’s existing issued ordinary share capital.
Further to the increased cash offer by Project California Bidco for Tungsten at a price of 55 pence per share announced on 20 May 2022, and Pagero’s announcements of 23 May 2022 and 31 May 2022, the irrevocable undertakings procured by Pagero to accept or procure acceptance of its Offer from each of Samson Rock Capital LLP, Herald Investment Management Limited and Odey Asset Management LLP in respect of, in aggregate, 45,901,378 Tungsten Shares, representing approximately 35.77 per cent. of Tungsten's existing issued ordinary share capital lapsed in accordance with the terms of such undertakings such that no acceptances have been received or remain outstanding in respect thereof.
The percentages of Tungsten Shares referred to in this announcement are based on figures of 128,317,189 Tungsten Shares in issue and 128,175,086 Tungsten Shares to which the Offer related in accordance with information publicly available to Pagero as at the date of this announcement.
Save as disclosed in this announcement, as at the close of business on 16 June 2022 (being the last Business Day prior to the date of this announcement), neither Pagero nor any Pagero Director nor so far as the Pagero Directors are aware any other person acting, or deemed to be acting, in concert with Pagero:
a) had an interest in, or right to subscribe for, relevant securities of Pagero;
b) had any short position in (whether conditional or absolute and whether in the money or otherwise), including any short position under a derivative, any agreement to sell or any delivery obligation or right to require another person to purchase or take delivery of, relevant securities of Tungsten;
c) had procured an irrevocable commitment or letter of intent to accept the Offer in respect of relevant securities of Tungsten; or
d) had borrowed or lent any Tungsten Shares.
Furthermore, neither Pagero nor any Pagero Director nor so far as the Pagero Directors are aware any other person acting, or deemed to be acting, in concert with Pagero is party to any arrangement in relation to relevant securities of Tungsten. For these purposes, an “arrangement” includes any indemnity or option arrangement, any agreement or any understanding, formal or informal, of whatever nature, relating to Tungsten Shares which may be an inducement to deal or refrain from dealing in such securities.
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.
Bengt Nilsson, Pagero’s CEO, today commented:
“Whilst clearly disappointing that our Offer has now lapsed, Pagero looks forward to continuing to execute its stated growth strategy and working towards the achievement of its long-term vision of becoming the world’s largest network for business document exchange. In this regard, we are currently pursuing several other significant opportunities across various business areas and geographies.
Although we identified significant potential financial and operational synergies with respect to our Offer, in light of Project California Bidco’s significantly increased offer, we believed the most prudent course of action was not to increase our Offer but to instead focus our attention and resources elsewhere. Throughout the Offer process we were highly impressed by Tungsten’s senior management team and employees and developed a strong conviction that the proposed combination of the two companies would have been an ideal cultural and technological match for employees as well as Tungsten’s customers. We wish Tungsten, its management and employees all the best under their new ownership.”
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)20 7409 3494
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.