TIDMTUNG
RNS Number : 7705K
Tungsten Corporation PLC
09 May 2022
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN ANY JURISDICTION
WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR
REGULATIONS OF SUCH JURISDICTION.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.
9 May 2022
Tungsten Corporation plc ("Tungsten")
Statement regarding the withdrawal of the Tungsten Directors'
recommendation of the acquisition by Kofax
Following the announcement today of a recommended cash offer for
Tungsten by Pagero Group AB (publ) ("Pagero"), for the entire
issued and to be issued ordinary share capital of Tungsten (the
"Pagero Offer"), the directors of Tungsten confirm that they have
withdrawn their recommendation in favour of the acquisition of
Tungsten by Project California Bidco Limited ("Bidco"), a
newly-formed vehicle, indirectly wholly-owned by Kofax Parent
Limited ("Kofax"), (the "Kofax Offer") and that they intend to
recommend unanimously that Tungsten shareholders accept the Pagero
Offer.
The Pagero Offer price of 48 pence per share in cash represents
an aggregate value of GBP61.49 million for Tungsten's entire issued
and to be issued share capital and represents a premium of 14.28
per cent. to the Kofax Offer price of 42 pence per share. In
evaluating the Offer, the directors of Tungsten have considered
various aspects of the Pagero Offer and consider the Pagero Offer
to represent a higher offer for Tungsten's shareholders as compared
with the Kofax Offer.
The Tungsten Directors propose to adjourn the Court Meeting and
the Tungsten General Meeting (both terms having the meanings given
to them in the Scheme document dated 25 April 2022 posted to
Tungsten shareholders in relation to the Kofax Offer) to be held on
18 May 2022.
Further announcements will be made as and when appropriate.
Enquiries
Tungsten Corporation plc Tel: +44 (0) 20 7280 6980
Paul Cooper, Chief Executive Officer
Canaccord Genuity Limited (Financial Tel: +44 (0) 20 7523 8000
Adviser, Nominated Adviser and
Corporate Broker to Tungsten)
Simon Bridges
Andrew Potts
Tavistock (financial PR and IR) Tel: +44 (0) 20 7920 3150
Heather Armstrong tungstencorp@tavistock.co.uk
Katie Hopkins
About Tungsten Corporation plc
Tungsten Corporation (AIM: TUNG) is the world's largest,
compliant business transaction network. A leading global electronic
invoicing and purchase order transactions network; Tungsten's
mission is centred on enabling a touchless invoice process allowing
businesses around the globe to gain maximum value from their
invoice process.
Tungsten processes invoices for 60% of the FTSE 100 and 68% of
the Fortune 500. It enables suppliers to submit tax compliant
e-invoices in 54 countries, and last year processed transactions
worth over 220 billion for organisations such as Caesars
Entertainment, Computacenter, GlaxoSmithKline, Kraft Foods, Mohawk
Industries, Mondelēz International, Procter & Gamble, Shaw
Industries, Unilever, and the US Federal Government.
Founded in 2000 and headquartered in London, Tungsten has
offices in the US, Bulgaria, and Malaysia, employing over 227
people.
The information contained within this announcement is deemed to
constitute inside information as stipulated under the Market Abuse
(Amendment) (EU Exit) Regulations 2019. Upon the publication of
this announcement, this inside information is now considered to be
in the public domain.
Publication on website
In accordance with Rule 26.1 of the Takeover Code, a copy of
this announcement will be available (subject to certain
restrictions relating to persons resident in restricted
jurisdictions) at https://www.tungsten-network.com by no later than
12 noon (London time) on the business day following the date of
this announcement. The content of the website referred to in this
announcement is not incorporated into and does not form part of
this announcement.
Important notices
This announcement is not intended to, and does not, constitute
or form part of any 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 in any jurisdiction whether pursuant to this announcement or
otherwise, nor shall there be any sale of securities in any
jurisdiction in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the
securities laws of any such jurisdiction.
The release, publication, or distribution of this announcement
in whole or in part, directly or indirectly, in, into or from
certain jurisdictions outside the United Kingdom may be restricted
by law and therefore persons into whose possession this
announcement comes should inform themselves about, and observe,
such restrictions. Any failure to comply with the restrictions may
constitute a violation of the securities law of any such
jurisdiction.
Canaccord Genuity Limited, which is authorised and regulated in
the United Kingdom by the FCA, is acting as financial adviser and
corporate broker exclusively for Tungsten and for no one else in
connection with the Proposal and will not regard any other person
as its client in relation to the matters referred to in this
announcement and will not be responsible to anyone other than
Tungsten for providing the protections afforded to clients of
Canaccord Genuity Limited, nor for providing advice in relation to
the Proposal or any other matter referred to in this
announcement.
The information contained within this announcement is deemed to
constitute inside information as stipulated under the Market Abuse
(Amendment) (EU Exit) Regulations 2019. Upon the publication of
this announcement, this inside information is now considered to be
in the public domain.
Overseas Shareholders
This announcement has been prepared for the purpose of complying
with English law, the Takeover Code, the Market Abuse Regulation,
the Disclosure Guidance and Transparency Rules and the AIM Rules
and the information disclosed may not be the same as that which
would have been disclosed if this announcement had been prepared in
accordance with the laws of jurisdictions outside England.
The release, publication or distribution of this announcement in
or into certain jurisdictions other than the UK may be restricted
by law. Persons who are not resident in the UK or who are subject
to other jurisdictions should inform themselves of, and observe,
any applicable requirements. Persons who are not resident in the UK
should inform themselves of, and observe, any applicable
requirements, as 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,
Tungsten disclaims any responsibility or liability for the
violation of such restrictions by any person.
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END
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May 09, 2022 13:12 ET (17:12 GMT)
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