Pagero publishes Offer Document regarding offer to acquire Tungsten

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION. THIS PUBLICATION IS NEITHER AN OFFER TO BUY OR SELL NOR AN INVITATION TO TENDER OR OFFER TO BUY OR SELL SHARES.

On 9 May Pagero Group AB (publ) (“Pagero”) announced that it had reached an agreement with Tungsten Corporation plc (“Tungsten”) on the terms of a recommended cash offer for the entire issued and to be issued ordinary share capital of Tungsten (the “Offer”). It is intended that the acquisition will be implemented by way of a takeover offer under the UK Companies Act, under which the shareholders of Tungsten will receive 48 pence in cash per share should they choose to accept the Offer.

Further to that announcement, Pagero is pleased to announce that the offer document, which contains the full terms and conditions of the Offer and the procedures for acceptance of the Offer (the “Offer Document”), is being published and posted to Tungsten shareholders today, together with the form of acceptance. Subject to certain restrictions relating to persons in certain jurisdictions, the Offer Document will be available at Pagero’s website and Tungsten’s website (www.tungstennetwork.com/takeover-documentation/).

The closing date of the Offer is 1.00 p.m. (London time) on 18 July 2022 (or such earlier time(s) or date(s) as Pagero may determine, subject to the consent of the UK Panel on Takeovers and Mergers, where required).

Unless otherwise stated, the terms used in this announcement have the same meanings as given to them in the Offer Document.
 

Certified adviser

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

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
 

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

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 Offer will be made solely by means of certain offer documentation, which will contain the full terms and conditions of the Offer, including details of how it may be accepted.

The release, publication or distribution of this announcement in or into certain jurisdictions other than the United Kingdom or Sweden may be restricted by law. Persons who are not resident in the United Kingdom or Sweden or who are subject to other jurisdictions should inform themselves of, and observe, any applicable requirements. Any failure to comply with the applicable restrictions may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in the Offer disclaim any responsibility or liability for the violation of such restrictions by any person.

To the extent this press release contains forward-looking statements, such statements do not represent facts and are characterised by the words “will”, “expect”, “believe”, “estimate”, “intend”, “aim”, “assume” or similar expressions. Such statements express the intentions, opinions or current expectations and assumptions of Pagero. Such forward-looking statements are based on current plans, estimates and forecasts which Pagero has made to the best of its knowledge, but which do not claim to be correct in the future. Forward-looking statements are subjects to risks and uncertainties that are difficult to predict and usually cannot be influenced by Pagero. It should be kept in mind that the actual events or consequences may differ materially from those contained in or expressed by such forward-looking statements.