Statement by the Board of Directors of ReadSoft AB (publ) in relation to increased offer price from Lexmark International Technology
The Board now unanimously recommends ReadSoft’s shareholders to accept Lexmark International Technology’s increased offer of SEK 43.00 per share in the Company.
On 6 May 2014, Lexmark International Technology S.A. (“Lexmark International Technology”), a wholly-owned subsidiary of Lexmark International Inc., announced a public offer to the shareholders in ReadSoft AB (publ) (“ReadSoft” or the “Company”) to sell their shares in ReadSoft to Lexmark International Technology (the “Offer”). Lexmark International Technology offered SEK 40.05 in cash per share in ReadSoft.
In connection with the Offer, ReadSoft entered into a transaction agreement with Lexmark International Technology, which has been disclosed in its entirety in Lexmark International Technology’s offer document. The agreement includes i.a. a provision that the Company shall not conduct discussions or negotiate with any other party regarding a competing offer or otherwise support such offer unless this represents at least 7 percent higher value for the shareholders than the Offer or a revised offer from Lexmark International Technology.
Yesterday, Hyland Software UK Ltd. (”Hyland UK”), a company controlled by Hyland Software, Inc., announced a cash offer to the shareholders of ReadSoft to transfer all shares in ReadSoft to Hyland UK at a price of SEK 42.86 in cash per share in ReadSoft. Hyland UK’s offer represented a premium of 7 percent compared to Lexmark International Technology’s Offer.
Lexmark International Technology has today announced an increase of the price in its cash offer for the shares in ReadSoft. The increased price is SEK 43.00 per share in the Company, a 7.4 percent increase from Lexmark International Technology’s original offer of SEK 40.05.
Lexmark International Technology states at the same time that the acceptance period is extended until 15:00 CET on 14 July 2014 and that settlement is expected to begin around 21 July 2014. It also follows that necessary clearance from authorities has been received while the other conditions for the Offer remain.
The increased offer price of SEK 43.00 represents a premium of:
- 133.7 per cent compared to the closing share price of SEK 18.40 per class B share in ReadSoft on NASDAQ OMX Stockholm on 5 May 2014, the last trading day before the announcement of the Offer;
- 141.3 per cent compared to the volume-weighted average share price of SEK 17.82 of the Company’s class B shares on NASDAQ OMX Stockholm during the last three months prior to 5 May 2014; and
- 52.5 per cent compared to the fifty-two week high share price of SEK 28.20 of the Company’s class B shares on NASDAQ OMX Stockholm during the last twelve months prior to 5 May 2014.
The increase of the offer price means that the total value of the Offer amounts to approximately SEK 1,316 million [1].
It follows from Lexmark International Technology’s press release that the previously made undertaking from ReadSoft’s two largest shareholders, Lars Appelstål and Jan Andersson, extends also to the now increased cash offer. Lars Appelstål and Jan Andersson, who are also members of ReadSoft’s board of directors, have due to conflict of interest based on the mentioned undertaking, not participated in the board’s handling of or resolutions regarding the Offer or the now increased offer.
On 6 May 2014, the board of directors of ReadSoft stated its views regarding Lexmark International Technology’s Offer based on a joint assessment of a number of factors that the board considered relevant in relation to the evaluation of the Offer including, without limitation, the Company’s present position, the expected future development and potential of the Company and thereto related possibilities and risks. The board also accounted for its view regarding the Offer in relation to the impact the completion of the Offer may have on the Company, especially regarding employment, and its views on Lexmark International Technology’s strategic plans for ReadSoft and the impact these could be expected to have on employment and on ReadSoft’s business locations. In its statement, the board unanimously recommended the shareholders to accept Lexmark International Technology’s Offer of SEK 40.05 per share.
The Board now unanimously recommends, based on corresponding considerations as those underlying the statement on 6 May 2014, ReadSoft’s shareholders to accept Lexmark International Technology’s increased offer of SEK 43.00 per share in the Company.