Lexmark International Technology acquires shares from the founders of ReadSoft, gains majority voting control and increases offer price to SEK 57.00 ($8.24) per share.
Overall offer rises to approximately SEK 1,750,341,408 or $253,118,621.30
Lexmark International Technology S.A. has acquired 1,193,580 class A shares, and a further 5,822,390 class B shares, in ReadSoft from the Company’s founders Messrs. Lars Appelstål and Jan Andersson (personally and from personal holding companies) at a cash price of SEK 57.00 per share. Following the said acquisitions, Lexmark International Technology now holds 1,193,580 class A shares and 9,686,124 class B shares in the Company, representing approximately 35.4 percent of the shares and 52.2 percent of the votes in aggregate.
Accordingly, Lexmark International Technology hereby also announces an increase of the offer price to SEK 57.00 per share as well as an extension of the acceptance period for the Offer (as defined below) up to and including 4 September 2014 at CET 15.00
Lexmark’s Chairman and CEO Paul Rooke comments:
“We are pleased that the two founders of ReadSoft have decided to sell their shares to Lexmark. With the addition of their shares, Lexmark now controls approximately 52 percent of the company. Lexmark is also increasing its tender offer price to SEK 57.00 per share, reflecting our confidence in the strong strategic fit of our combined businesses. We firmly believe that Lexmark will be the best home for ReadSoft and its employees.”
The offer price under the Offer is hereby increased to SEK 57.00 irrespective of share class. The increased offer price of SEK 57.00 represents a premium of:
- 23.1 per cent compared to the closing share price of SEK 46.30 per class B share in ReadSoft on NASDAQ OMX Stockholm on 11 July 2014, the last trading day before the announcement of the Offer;
- 44.8 per cent compared to the volume-weighted average share price of SEK 39.37 of the Company’s class B shares on NASDAQ OMX Stockholm during the last three months prior to 11 July 2014;
- 22.8 per cent compared to the fifty-two week high share price of SEK 46.40 of the Company’s class B shares on NASDAQ OMX Stockholm during the last twelve months prior to 11 July 2014;
- 219.9 per cent compared to the volume-weighted average share price of 17.82 of the Company’s class B shares on NASDAQ OMX Stockholm during three months prior to the announcement of the initial offer made by Lexmark International Technology on 6 May 2014; and
- 3.6 per cent compared to the increased Hyland Offer of SEK 55.00 per share.
Based on the increased offer price, the total offer value for all shares in ReadSoft amounts to approximately SEK 1,750,341,408 ($253,118,621.30)
In conjunction with the increase of the offer price, the acceptance period for the Offer is extended up to and including 4 September 2014 at CET 15.00.
Pursuant to the Transaction Agreement between Lexmark International Technology and ReadSoft, which has been published in the Offer document, ReadSoft’s Board of Directors has agreed to continue to recommend in favor of Lexmark International Technology’s revised tender offer on the terms and conditions set forth in the Transaction Agreement.