TIDMTUNG
RNS Number : 3134M
Tungsten Corporation PLC
20 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.
20 May 2022
Tungsten Corporation plc ("Tungsten")
Statement regarding the withdrawal of the Tungsten Directors'
recommendation of the acquisition by Pagero
Following the announcement today of an recommended increased all
cash offer for Tungsten by Project California Bidco Limited, a
newly-formed vehicle, indirectly wholly-owned by Kofax Parent
Limited ("Kofax"), for the entire issued and to be issued ordinary
share capital of Tungsten (the "Revised Kofax Offer"), the Tungsten
Directors confirm that they have withdrawn their recommendation in
favour of the acquisition of Tungsten by Pagero Group AB (publ)
(the "Pagero Offer") and that they intend to recommend unanimously
that Tungsten shareholders vote in favour of the Revised Kofax
Offer.
The Revised Kofax Offer price of 55 pence per share in cash
represents an aggregate value of approximately GBP70.6 million for
Tungsten's entire issued and to be issued share capital and
represents a premium of 14.6 per cent. to the Pagero Offer price of
48 pence per share.
The Revised Kofax Offer represents:
-- an increase of 7 pence per Scheme Share (14.6 per cent.) and,
in aggregate, approximately GBP9.1 million in the total offer value
on a fully diluted basis, to the terms of the Pagero Offer; and
-- an increase of 13 pence per Scheme Share (31.0 per cent.)
and, in aggregate, approximately GBP16.8 million in the total offer
value on a fully diluted basis, to the terms of the Original Kofax
Offer.
-- 89.7 per cent. to the Closing Price of 29.0 pence per
Tungsten Share on 13 December 2021 (being the last Business Day
before the commencement of the Offer Period);
-- 10.6 per cent. to the Closing Price of 49.75 pence per
Tungsten Share on 19 May 2022 (being the latest practicable date
prior to the date of this Announcement (the "Last Practicable
Date");
-- 111.5 per cent. to the volume-weighted average price of 26.0
pence per Tungsten Share for the one-month period ended 13 December
2021 (being the last Business Day before the commencement of the
Offer Period);
-- 105.2 per cent. to the volume-weighted average price of 26.8
pence per Tungsten Share for the three-month period ended 13
December 2021 (being the last Business Day before the commencement
of the Offer Period); and
-- 82.1 per cent. to the volume-weighted average price of 30.2
pence per Tungsten Share for the six-month period ended 13 December
2021 (being the last Business Day before the commencement of the
Offer Period).
The terms of the Revised Kofax Offer represent an attractive
premium for Tungsten Shareholders over the terms of the Pagero
Offer and accordingly the Tungsten Directors urge Tungsten
Shareholders to take no action in respect of the Pagero Offer.
The Tungsten Directors unanimously intend to recommend that, in
the case of the Court Meeting reconvened in respect of the Revised
Kofax Offer (the "Reconvened Court Meeting"), the Scheme
Shareholders and, in the case of the General Meeting reconvened in
respect of the Revised Kofax Offer (the "Reconvened General
Meeting" and, together with the Reconvened Court Meeting, the
"Reconvened Meetings"), the Tungsten Shareholders vote in favour of
the resolutions relating to the Revised Kofax Offer at the
Reconvened Meetings (or in the event that the Revised Acquisition
is implemented by an Offer, to accept or procure acceptance of such
Offer).
As announced on 13 May 2022, the Reconvened Court Meeting and
the Reconvened General Meeting in connection with the Revised Kofax
Offer will both be held on 9 June 2022. The Reconvened Court
Meeting will start at 2.00 pm and the Reconvened General Meeting
will start at 2.15 pm (or as soon thereafter as the Reconvened
Court Meeting has concluded or been adjourned). The Reconvened
Meetings will be held at the offices of Memery Crystal, 165 Fleet
Street, London EC4A 2DY.
The Tungsten Directors who hold Tungsten Shares have already
irrevocably undertaken, in respect of the Original Kofax Offer, and
which undertakings continue to apply in respect of the Revised
Kofax Offer, to vote in favour of the resolutions at the Reconvened
Meetings in respect of their own beneficial holdings totalling
1,305,253 Tungsten Shares, representing approximately 1.0 per cent.
of existing issued ordinary share capital of Tungsten as at the
Last Practicable Date.
Commenting on the Offer, Tony Bromovsky, Chairman of Tungsten,
said:
"The Board of Tungsten is pleased to recommend Kofax's revised
cash offer for Tungsten which represents an increase of 7 pence to
Pagero's offer of 48 pence per Tungsten Share, an approximate 89.7
per cent. premium to the undisturbed share price on 13 December
2021 and an approximate 31.0 per cent increase on Kofax's previous
offer. This Revised Kofax Offer provides our shareholders with even
greater value in cash for their shares and, as I said previously,
provides Tungsten with the opportunity to expand the scale of its
business by offering its products to a wider customer base
leveraging Kofax's geographical reach, capacity for investment and
operational infrastructure."
Certain definitions and terms used in this Announcement not
otherwise defined are set out in Part IX (Definitions) of the Kofax
scheme document published on 25 April 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 Adviser, Tel: +44 (0) 20 7523
Nominated Adviser and Corporate Broker 8000
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.
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.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
RNS may use your IP address to confirm compliance with the terms
and conditions, to analyse how you engage with the information
contained in this communication, and to share such analysis on an
anonymised basis with others as part of our commercial services.
For further information about how RNS and the London Stock Exchange
use the personal data you provide us, please see our Privacy
Policy.
END
OUPXBLFLLELZBBZ
(END) Dow Jones Newswires
May 20, 2022 09:46 ET (13:46 GMT)
Tungsten (LSE:TUNG)
Historical Stock Chart
From Nov 2024 to Dec 2024
Tungsten (LSE:TUNG)
Historical Stock Chart
From Dec 2023 to Dec 2024
