TIDMTUNG
RNS Number : 4466J
Kofax Holdings International Ltd
27 April 2022
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 THAT JURISDICTION
FOR IMMEDIATE RELEASE
27 April 2022
Cash offer
for Tungsten Corporation plc ("Tungsten")
by Project California Bidco Limited ("Bidco")
(a newly-formed vehicle, indirectly wholly-owned by Kofax Parent
Limited ("Kofax"))
Statement regarding acquisition of Kofax by Clearlake Capital
Group, L.P. and TA Associates
This announcement refers to the recommended cash acquisition of
Tungsten Corporation plc ("Tungsten") by Project California Bidco
Limited ("Bidco"), a newly-formed vehicle, indirectly wholly-owned
by Kofax Parent Limited ("Kofax").
Kofax announced on 26 April 2022 that it has entered into a
definitive agreement to be acquired by Clearlake Capital Group,
L.P. (together with its affiliates, "Clearlake") and TA Associates
("TA") from Thoma Bravo. Upon closing of the transaction, Clearlake
and TA will become majority shareholders in Kofax.
This announcement has been made by Kofax without the agreement
or approval of the board of Tungsten.
Capitalised terms used but not otherwise defined in this
announcement shall have the meaning given to them in the Scheme
Document dated 25 April 2022 (the "Scheme Document").
Enquiries
Kofax and Bidco mediarelations@kofax.com
Karl Doyle
Shore Capital (Financial Adviser
to Kofax and Bidco)
Stephane Auton / Daniel Bush (Corporate
Advisory)
Guy Wiehahn (Corporate Broking) +44 (0)20 7408 4090
Important notices
Shore Capital & Corporate Limited and Shore Capital
Stockbrokers Limited (either individually or collectively "Shore
Capital"), which are authorised and regulated by the FCA, are
acting as financial adviser to Bidco and Kofax and no-one else in
connection with the matters described in this announcement and will
not be responsible to anyone other than Bidco and Kofax for
providing the protections afforded to clients of Shore Capital nor
for providing advice in connection with the matters referred to
herein. Neither Shore Capital nor any of its affiliates owes or
accepts any duty, liability or responsibility whatsoever (whether
direct or indirect, whether in contract, in tort, under statute or
otherwise) to any person who is not a client of Shore Capital in
connection with this announcement, any statement contained herein,
the Acquisition or otherwise.
This announcement is for information purposes only and is not
intended to and does not constitute, or form part of, an offer,
invitation or the solicitation of an offer to purchase, otherwise
acquire, subscribe for, sell or otherwise dispose of any
securities, or the solicitation of any vote or approval in any
jurisdiction, pursuant to the Acquisition or otherwise, nor shall
there be any sale, issuance or transfer of securities of Tungsten
in any jurisdiction in contravention of applicable law. The
Acquisition will be implemented solely by means of the Scheme
Document (or, if the Acquisition is implemented by way of an Offer,
the offer document), which contains the full terms and conditions
of the Acquisition including details of how to vote in respect of
the Acquisition. Any vote in respect of the Scheme or other
response in relation to the Acquisition should be made only on the
basis of the information contained in the Scheme Document (or, if
the Acquisition is implemented by way of an Offer, the offer
document). This announcement does not constitute a prospectus,
prospectus equivalent document or an exempted document.
If you are in any doubt about the contents of this Announcement
or the action you should take, you are recommended to seek your own
independent financial advice immediately from your stockbroker,
bank manager, solicitor, accountant or independent financial
adviser duly authorised under the Financial Services and Markets
Act 2000 (as amended) if you are resident in the United Kingdom or,
if not, from another appropriately authorised independent financial
adviser.
Overseas Shareholders
The release, publication or distribution of this announcement in
or into jurisdictions other than the UK may be restricted by law
and therefore any persons who are subject to the law of any
jurisdiction other than the UK should inform themselves of, and
observe, any applicable legal or regulatory requirements. Any
failure to comply with such requirements 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 Acquisition disclaim any responsibility or
liability for the violation of such restrictions by any person.
This announcement has been prepared in accordance and for the
purpose of complying with English law, the Takeover Code, the AIM
Rules, the Market Abuse Regulation and the Disclosure Guidance and
Transparency Rules and information disclosed may not be the same as
that which would have been prepared in accordance with the laws of
jurisdictions outside England.
The availability of the Acquisition to Tungsten Shareholders who
are not resident in and citizens of the UK may be affected by the
laws of the relevant jurisdictions in which they are located or of
which they are citizens. Persons who are not resident in the UK
should inform themselves of, and observe, any applicable legal or
regulatory requirements of their jurisdictions. In particular, the
ability of persons who are not resident in the United Kingdom to
vote their Tungsten Shares with respect to the Scheme at the Court
Meeting, or to appoint another person as proxy to vote at the Court
Meeting on their behalf, may be affected by the laws of the
relevant jurisdictions in which they are located. 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 Acquisition disclaim any responsibility or
liability for the violation of such restrictions by any person.
Further details in relation to Overseas Shareholders are contained
in the Scheme Document.
Unless otherwise determined by Bidco or required by the Takeover
Code, and permitted by applicable law and regulation, the
Acquisition will not be made available, directly or indirectly, in,
into or from a Restricted Jurisdiction where to do so would violate
the laws in that jurisdiction and no person may vote in favour of
the Scheme by any such use, means, instrumentality or from within a
Restricted Jurisdiction or any other jurisdiction if to do so would
constitute a violation of the laws of that jurisdiction. Copies of
this announcement and any formal documentation relating to the
Acquisition are not being, and must not be, directly or indirectly,
mailed or otherwise forwarded, distributed or sent in or into or
from any Restricted Jurisdiction and persons receiving such
documents (including, without limitation, agents, custodians,
nominees and trustees) must not mail or otherwise forward,
distribute or send it in or into or from any Restricted
Jurisdiction. Doing so may render invalid any related purported
vote in respect of the Acquisition. If the Acquisition is
implemented by way of an Offer (unless otherwise permitted by
applicable law and regulation), the Offer may not be made directly
or indirectly, in or into, or by the use of mails or any means or
instrumentality (including, but not limited to, facsimile, e-mail
or other electronic transmission, telex or telephone) of interstate
or foreign commerce of, or of any facility of a national, state or
other securities exchange of any Restricted Jurisdiction and the
Offer may not be capable of acceptance by any such use, means,
instrumentality or facilities.
Further details in relation to overseas shareholders are
included in the Scheme Document.
Notice to US investors in Tungsten
The Acquisition relates to the shares of an English company and
is being made by means of a scheme of arrangement provided for
under English company law. A transaction effected by means of a
scheme of arrangement is not subject to the tender offer or proxy
solicitation rules under the US Exchange Act of 1934. Accordingly,
the Acquisition is subject to the disclosure requirements and
practices applicable in the UK to schemes of arrangement which
differ from the disclosure requirements of the US tender offer and
proxy solicitation rules. The financial information included in
this announcement has been prepared in accordance with generally
accepted accounting principles of the United Kingdom and thus may
not be comparable to financial information of US companies or
companies whose financial statements are prepared in accordance
with generally accepted accounting principles in the United
States.
If, in the future, Bidco exercises its right to implement the
Acquisition by way of an Offer, which is to be made into the United
States, such Offer will be made in compliance with the applicable
US laws and regulations.
It may be difficult for US holders of Tungsten Shares to enforce
their rights and any claim arising out of the US federal laws,
since Bidco and Tungsten are located in a non-US jurisdiction, and
some or all of their officers and directors may be residents of a
non-US jurisdiction. US holders of Tungsten Shares may not be able
to sue a non-US company or its officers or directors in a non-US
court for violations of the US securities laws. Further, it may be
difficult to compel a non-US company and its affiliates to subject
themselves to a US court's judgement.
To the extent permitted by applicable law, in accordance with
normal UK market practice and pursuant to Rule 14e-5(b) of the US
Exchange Act, Kofax, Thoma Bravo or their nominees, or their
brokers (acting as agents), may from time to time make certain
purchases of, or arrangements to purchase, Tungsten Shares outside
of the US, other than pursuant to the Acquisition, until the date
on which the Acquisition becomes effective, lapses or is otherwise
withdrawn. These purchases may occur either in the open market at
prevailing prices or in private transactions at negotiated
prices.
US Tungsten Shareholders also should be aware that the
transaction contemplated herein may have tax consequences in the US
and, that such consequences, if any, are not described herein. US
Tungsten Shareholders are urged to consult with legal, tax and
financial advisers in connection with making a decision regarding
this transaction.
Publication on a website
In accordance with Rule 26.1 of the Takeover Code, a copy of
this announcement will be made available, subject to certain
restrictions relating to persons resident in Restricted
Jurisdictions, on Bidco's website at www.kofax.com/tungsten by no
later than 12 noon (London time) on the Business Day following this
announcement. For the avoidance of doubt, the content of this
website is not incorporated by reference into and does not form
part of this announcement.
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END
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