Takeover Panel Tungsten Corporation Plc - deadline clarification (7594J)
29 April 2022 - 1:04AM
UK Regulatory
TIDMTUNG
RNS Number : 7594J
Takeover Panel
28 April 2022
2022/8
TUNGSTEN CORPORATION PLC ("TUNGSTEN")
PROJECT CALIFORNIA BIDCO LIMITED (A WHOLLY-OWNED SUBSIDIARY OF
KOFAX PARENT LIMITED) ("KOFAX")
PAGERO GROUP AB ("PAGERO")
UNIDENTIFIED POTENTIAL COMPETING OFFEROR
("POTENTIAL COMPETING OFFEROR")
On 24 March 2022, the boards of Tungsten and Kofax announced
that they had reached agreement on the terms of a recommended firm
offer for Tungsten (the "Kofax Offer"), to be implemented by means
of a scheme of arrangement. Tungsten stated that, in addition to
Kofax, it was in discussions with a small number of other parties
(which included Pagero and the Potential Competing Offeror) in
relation to possible alternative offers.
On 24 March 2022, Pagero announced that it was considering a
possible offer for Tungsten.
On 21 April 2022, Tungsten announced that one of the other
parties did not intend to make an offer for Tungsten and that
discussions continued with the Potential Competing Offeror.
On 25 April 2022, Tungsten announced the publication of the
scheme circular in relation to the Kofax Offer. That circular
included notice of the shareholder meetings to approve the Kofax
Offer, which are scheduled to be held on 18 May 2022.
Pursuant to Section 4 of Appendix 7 of the Takeover Code, the
Panel Executive has ruled that, unless the Executive consents
otherwise, each of Pagero and the Potential Competing Offeror must,
by 5.00 pm on 11 May 2022, being the seventh day prior to the date
of the shareholder meetings, either announce a firm intention to
make an offer for Tungsten under Rule 2.7 of the Code or announce
that it does not intend to make an offer for Tungsten (or in the
case of the Potential Competing Offeror, confirm to Tungsten that
it does not intend to make an offer, which will be announced by
Tungsten under Rule 2.6(e)(ii) without naming the Potential
Competing Offeror).
This deadline will cease to apply if, before that time, any
third party including Pagero or the Potential Competing Offeror has
announced a firm intention to make an offer for Tungsten under Rule
2.7.
Each of Tungsten, Kofax, Pagero and the Potential Competing
Offeror has accepted this ruling.
28 April 2022
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END
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