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
SUCH JURISDICTION.
THIS
ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT AN OFFER
OF SECURITIES IN ANY JURISDICTION IN WHICH SUCH OFFER, SOLICITATION
OR SALE WOULD BE UNLAWFUL UNDER THE SECURITIES LAWS OF ANY SUCH
JURISDICTION.
THIS
ANNOUNCEMENT CONTAINS INSIDE INFORMATION. UPON THE
PUBLICATION OF THIS ANNOUNCEMENT VIA A REGULATORY INFORMATION
SERVICE, THIS INSIDE INFORMATION IS CONSIDERED TO BE IN THE PUBLIC
DOMAIN.
FOR IMMEDIATE
RELEASE.
24 December 2024
RECOMMENDED CASH
ACQUISITION
of Windward Ltd.
by Octopus UK Bidco
Limited
(a newly formed company wholly-owned by
FTV VIII, L.P. and its
affiliates)
to be effected by way of a merger under
the Israeli Companies Law
Summary
The Boards of Windward Ltd. ("Windward" and, together with its
subsidiaries, the "Windward
Group") and Octopus UK Bidco Limited ("Bidco"), a wholly-owned subsidiary of
FTV VIII, L.P. ("Fund") and
its affiliates (together with Fund, the "Fund Group"), are pleased to
announce that they have reached agreement on the terms of a
recommended cash acquisition by Bidco of the entire issued and to
be issued ordinary share capital of Windward (the "Acquisition").
Terms of the
Acquisition
Under the terms of the Acquisition, Windward
Shareholders will be entitled to receive:
215 pence per Windward Share (the "Offer
Price") in cash.
The Acquisition values the entire issued and to
be issued ordinary share capital of Windward at approximately £216
million on a fully diluted basis.
The Offer Price represents a premium of
approximately:
·
47% to the Closing Price per Windward Share of 146 pence on
the Latest Practicable Date;
·
92% to the six-month volume weighted average Closing Price
per Windward Share of 112 pence (being the volume weighted average
Closing Price for the six-month period ended on the Latest
Practicable Date);
·
97% to the twelve-month volume weighted average Closing Price
per Windward Share of 109 pence (being the volume weighted average
Closing Price for the twelve-month period ended on the Latest
Practicable Date); and
·
39% to the IPO price of 155 pence (being the placing price
per Windward Share at the time of the IPO on 6 December
2021).
The Offer Price assumes that Windward
Shareholders will not receive any dividend, distribution or other
return of capital (whether by way of reduction of share capital or
share premium account or otherwise) (each a "Distribution") following the date of
this Announcement. Under the terms of the Merger Agreement,
Windward is prohibited from making or declaring any Distribution on
or prior to Completion. If any Distribution is nonetheless
declared, made, paid or becomes payable by Windward, Bidco has the
right to terminate the Merger Agreement.
Background to
and reasons for the Acquisition
Fund has been assessing Windward and its
business over recent months, having followed its development over a
number of years. Fund believes that Windward is a highly attractive
business with a strong management team and strategy, and that the
Acquisition represents an attractive opportunity to increase
exposure to the growing maritime compliance and supply chain end
market. The Acquisition also represents an opportunity for enhanced
data and AI led insight across the ecosystem.
Fund sees an opportunity to accelerate
Windward's continued expansion from its current market position
within the maritime sector, into a broader supply chain analytics
provider and plans to support the development of Windward's future
product roadmap under private ownership. For this, Windward may
require investment, which could reduce profitability in the short
to medium term, but should build the strong operational foundations
required to support Windward's next phase of growth, scale its
platform globally and drive sustainable long-term value.
Fund is confident in the future prospects of
Windward's business and believes that moving to private ownership
is in the long-term interest of Windward, its customers and its
other stakeholders, and offers the best opportunity for Windward
management to execute on its strategy and ambition to further
accelerate the growth of the business.
Fund has a proven investment track record in
the broader software sector and significant competence and know-how
in scaling global software businesses. Fund will provide Windward
with access to its Global Partner Network® of seasoned technology
industry executives, as well as lend M&A expertise and
resources to Windward as it leverages the existing platform to
assist Windward with executing acquisitions to create long-term
value.
Fund has strong confidence in Windward's
current management team and believes that Windward has a team of
talented employees who will be key to Windward's success going
forward. Accordingly, Fund is committed to supporting the existing
Windward management team in continuing to execute on its current
strategy.
Fund believes that it is well placed to support
Windward in the next stage of its development, by providing the
capital necessary to accelerate Windward's strategic plan and
realise its full potential and international ambitions. Fund sees
significant potential from supporting Windward to make further
bolt-on and potentially transformational transactions
internationally.
Fund considers Windward to be a strong
strategic fit with its thematic investment focus and is uniquely
positioned to create significant value for Windward and its
stakeholders, having built a relationship with Windward over the
past seven years.
Background on
the Fund Group and Bidco
Octopus Merger Sub Ltd. ("SPV") is a company limited by shares,
incorporated in December 2024 under the laws of Israel. Bidco
is a private limited company, incorporated in December 2024 under
the laws of England and Wales.
SPV is a wholly-owned subsidiary of Bidco,
which is itself a wholly-owned subsidiary of the Fund Group. Fund
is a growth equity investment firm that has raised over US$6
billion in committed capital, to invest in high growth companies in
the enterprise technology and services and financial technology and
services sectors.
Fund has a long history of investing in
founder-led companies and in October 2024 was included on Inc.
"Founder Friendly Investors" list for the fourth year in a
row.
Bidco is a newly established company formed by
Fund for the purposes of the Acquisition and has neither traded
prior to the date of this Announcement nor entered into any
obligations other than in connection with the
Acquisition.
Approval of
the Audit Committee and Windward Independent Directors and
recommendation of the Windward Independent
Directors
The Windward
Independent Directors, who have been so advised by Goldman Sachs
Israel LLC, Tel Aviv Branch ("Goldman Sachs") as to the financial
terms of the Acquisition, unanimously consider the terms of the
Acquisition to be fair and reasonable. In providing their advice to
the Windward Independent Directors, Goldman Sachs have taken into
account the commercial assessments of the Windward Independent
Directors.
In addition to
the Windward Independent Directors' approval, the Acquisition
requires the approval of the Audit Committee as the Windward
Executive Directors have a personal interest in the Acquisition as
a result of the Reinvestment (as further detailed in
paragraph ‎8 of
this Announcement). The Audit Committee unanimously approved the
Acquisition prior to the approval of the Windward Independent
Directors.
The Windward
Independent Directors and the Audit Committee have each unanimously
determined the Acquisition to be in the best interests of Windward
(including its shareholders). The Windward Independent Directors
unanimously recommend that Windward Shareholders vote in favour of
the Acquisition at a General Meeting which will be convened in
connection with the Acquisition. In accordance with the Israeli
Companies Law, the Windward Executive Directors did not participate
in the discussion of the Acquisition and did not vote on the
Acquisition.
Each Windward
Independent Director who holds Windward Shares has irrevocably
undertaken to vote in favour of the Acquisition in respect of their
own beneficial holdings of 573,962 Windward Shares representing, in
aggregate, approximately 0.66% of Windward's issued share capital
on the Latest Practicable Date.
In addition,
the Windward Executive Directors have irrevocably undertaken to
vote in favour of the Acquisition in respect of their own
beneficial holdings of, in aggregate, 6,610,092 Windward Shares
representing, in aggregate, approximately 7.55% of Windward's
issued share capital on the Latest Practicable
Date.
Further
details of these irrevocable undertakings are set out in Appendix 2
to this Announcement.
Background to
and reasons for the Windward Independent Directors'
recommendation
Since Windward's AIM flotation in December
2021, Windward's leadership team has delivered a highly attractive
operational performance. Windward has more than doubled its ACV and
more than tripled its global customer base over the last three
financial years.
The Board of Windward and its management
regularly review the performance, strategy, competitive position,
opportunities, and prospects of Windward in light of the current
business, economic climate, industry trends, and market
environment.
While the Windward Independent Directors
believe Windward is well positioned for future continued success
and that the long-term prospects are strong as an independent
listed entity, they also recognise that economic, regulatory and
competitive uncertainties exist, many of which are beyond
Windward's control.
Following engagement with Fund, including the
provision of detailed information under a non-disclosure agreement,
the Windward Independent Directors have
concluded that the proposal received from Fund, following a period
of price negotiation and based on interest from other
potential bidders, is likely to be more advantageous
for Windward's business and its other stakeholders than remaining
listed on AIM, as the Acquisition is expected to provide Windward
with increased access to the capital required to enable rapid
expansion of its business.
The Windward Independent Directors have
concluded that the proposal is attractive to Windward Shareholders,
in that (i) it provides certainty to Windward Shareholders, as the
proposal is deliverable given the limited conditions to Completion
and (ii) Windward Shareholders will receive cash consideration
only.
Windward
Shareholder support
All Windward Independent Directors who hold
Windward Shares have, in their capacities as Windward Shareholders,
irrevocably undertaken to vote (or procure the vote) in favour of
the Acquisition at a General Meeting in respect of their own
beneficial holdings, amounting, in aggregate, to 573,962 Windward
Shares representing, in aggregate, approximately 0.66% of
Windward's issued share capital on the Latest Practicable
Date.
In addition, Bidco has received irrevocable
undertakings from the Reinvesting Managers (including the Windward
Executive Directors), to vote (or procure the vote) in favour of
the Acquisition at a General Meeting in respect of their own
beneficial holdings, amounting, in aggregate, to 13,290,004
Windward Shares representing, in aggregate, approximately 15.18% of
Windward's issued share capital on the Latest Practicable
Date.
In total, Bidco has therefore received
irrevocable undertakings from Windward Independent Directors and
Reinvesting Managers (including the Windward Executive Directors)
to vote (or procure the vote) in favour of the Acquisition at a
General Meeting, amounting, in aggregate, to 13,863,966 Windward
Shares, representing, in aggregate, approximately 15.84% of
Windward's issued share capital on the Latest Practicable Date.
Bidco has also received irrevocable
undertakings from certain Windward Shareholders to vote in favour
of the Acquisition at a General Meeting, amounting, in aggregate,
to 41,628,662 Windward Shares, representing, in aggregate,
approximately 47.55% of Windward's issued share capital on the
Latest Practicable Date.
In total, Bidco has therefore received
irrevocable undertakings to vote (or procure the vote) in favour of
the Acquisition at a General Meeting, in respect of a total of
55,492,588 Windward Shares, representing, in aggregate,
approximately 63.39% of Windward's issued share capital on the
Latest Practicable Date.
Each irrevocable undertaking referred to above
(other than that provided by Gresham House Asset
Management Ltd) remains binding in the event a higher
competing offer is made for Windward by a third party, even in the
event of a change in recommendation by the Windward Independent
Directors. The irrevocable undertaking provided by
Gresham House Asset Management Ltd lapses in the event a
competing third party cash offer (where the consideration is not
less than 105% of the cash consideration offered by Bidco under the
Merger Agreement) for Windward is announced.
Bidco has also received non-binding letters of
intent from certain Windward Shareholders, confirming their
intention to vote (or procure the vote) in favour of the
Acquisition at a General Meeting, in respect of, in aggregate,
11,828,226 Windward Shares, representing, in aggregate,
approximately 13.52% of Windward's issued share capital on the
Latest Practicable Date.
Further details of each of these irrevocable
undertakings and the letters of intent are set out in Appendix 2 to
this Announcement.
Structure,
expected timetable and approvals
Completion of the Acquisition requires the
approval of a simple majority of the Windward Shareholders present
in person or by proxy and actually voting at a General Meeting.
Therefore, the Windward Independent Directors intend to send a
circular in the form of an information statement ("Information Statement") to the Windward
Shareholders as soon as possible and, in any event, by no later
than 10 January 2025, the purpose of which is to convene a General
Meeting enabling Windward Shareholders to vote on the Acquisition.
Full details of the Acquisition will be set out in the Information
Statement, which will also specify the actions to be taken by
Windward Shareholders.
It is intended that the Acquisition will be
effected by means of a merger of SPV into Windward in accordance
with the provisions of Israeli Companies Law. The Acquisition is
not governed by the City Code on Takeover and Mergers (the
"Takeover
Code").
The parties currently anticipate that the
Acquisition will be completed by the end of Q1 2025, subject to
Windward Shareholder approval.
Commenting on
the Acquisition, Brad Bernstein, Managing Partner of Fund
said:
"As global
seaborne trade expands, regulatory regimes tighten and supply chain
pressures mount, the need for advanced maritime intelligence and
visibility has become imperative for global organisations to
effectively operate and manage risk in an increasingly complex
landscape. Windward has built a best-in-class maritime AI-based
analytics platform spanning use cases across risk, compliance,
trading and the supply chain and delivering tangible value to its
growing blue-chip customer base worldwide."
Commenting on
the Acquisition, Jerome Hershey, Principal of Fund
said:
"Fund has a
long track record of partnering with data and analytics leaders
across the governance, risk and compliance sector, and we've long
admired what Ami and the Windward team have built since our first
meeting in 2017. The company's attractive subscription revenue
model demonstrates strong operating leverage and margin expansion.
We look forward to partnering with the team to help drive their
ambitious vision for product and geographic expansion and an
exciting set of organic and inorganic growth
initiatives."
Commenting on
the Acquisition, Ami Daniel, Chief Executive Officer of Windward
said:
"This marks
an exciting next step in the evolution of Windward, providing the
opportunity to build upon our first mover advantage in maritime
generative AI through accelerated innovation and greater market
reach. We are incredibly proud of the growth we have achieved while
on the AIM market, and our ability to adapt and incorporate
evolving technology, specifically generative AI. We are truly
grateful for our shareholders' support to date, providing us with
the funding to expand our offering, enter new markets and
continuously create exciting new products. With the success of that
investment evident in our accelerated growth rate and bigger scale,
now is the time to replicate that success across additional
geographic markets. In addition, being US-owned is expected to
facilitate expedited penetration and growth in the US
market.
The Fund
team have an outstanding track record in supporting the scaling of
founder-led software businesses globally and we believe that
together we will be a significantly stronger organisation. For our
customers, the additional investment will enable them to unlock far
greater value from their data through our ambitious product
roadmap, and for our employees, it provides increased job security
and the confidence that we have the funding to drive forward
together to achieve our potential."
Commenting on
the Acquisition, The Lord Browne of Madingley, Non-Executive
Chairman of Windward said:
"Windward
has become firmly established on the world stage, but as an
organisation we recognise there remains an untapped opportunity
ahead to further transform additional spheres of global trade.
Following due consideration, the Windward Independent Directors
believe this transaction is in the best interests of all
stakeholders, including our shareholders and employees; providing
the environment to facilitate this expansion and support the future
growth of the company."
This summary
should be read in conjunction with the full text of this
Announcement and the Appendices.
Certain definitions and terms used in this
Announcement are set out in Appendix 1. Appendix 2 to
the Announcement contains details of irrevocable undertakings and
the letters of intent received by Bidco.
- Ends -
For
more information, please contact:
Windward Ltd.
|
via Alma
|
Ami Daniel, Chief
Executive Officer
|
|
Irit Singer, Chief
Marketing Officer
|
|
Goldman Sachs
|
+44(0)20 7774 1000
|
(Financial adviser to
Windward)
|
|
Chris Emmerson,
Managing Director
|
|
Daniel Krinsky,
Managing Director
|
|
Canaccord Genuity
|
+44(0)20 7523 8000
|
(Nominated adviser
and broker to Windward)
|
|
Simon
Bridges
|
|
Andrew
Potts
|
|
Alma Strategic
Communications
|
+44(0)20 3405
0205
|
Caroline
Forde
|
windward@almastrategic.com
|
Kieran
Breheny
|
|
Bidco and Fund
|
pr@ftvcapital.com
|
Brad Bernstein,
Managing Partner
|
|
Annis Steiner, Head
of Investor Relations
|
|
Rothschild & Co
|
+44(0) 20 7280 5000
|
(Financial adviser to
Fund)
|
|
Philippe
Noël
|
|
Tom Buggé
|
|
CMS Cameron
McKenna Nabarro Olswang LLP and Epstein Rosenblum Maoz (ERM) are
acting as legal advisers to Windward. Willkie Farr & Gallagher
(UK) LLP and Gornitzky & Co. are acting as legal advisers to
Fund, Bidco and SPV.
The statements contained in this Announcement
are made as at the date of this Announcement, unless some other
time is specified in relation to them, and publication of this
Announcement shall not give rise to any implication that there has
been no change in the facts set forth in this Announcement since
such date. Nothing contained in this Announcement shall be deemed
to be a forecast, projection or estimate of the future financial
performance of Windward, the Windward Group, Bidco, SPV, Fund or
the Fund Group except where otherwise stated.
IMPORTANT
NOTICE
Goldman Sachs is acting exclusively for
Windward as its financial adviser and no one else in connection
with the Acquisition and other matters referred to in this
Announcement and will not be responsible to anyone other than
Windward for providing the protections afforded to clients of
Goldman Sachs or for providing advice in connection with the
Acquisition or any other matter or arrangement referred to in this
Announcement.
Canaccord Genuity Limited ("Canaccord Genuity"), which is authorised and
regulated in the United Kingdom by the Financial Conduct Authority,
is acting exclusively for Windward as its nominated adviser and
broker and no one else in connection with the Acquisition and will
not be responsible to anyone other than Windward for providing the
protections afforded to clients of Canaccord Genuity or for
providing advice in connection with the Acquisition or any other
matter or arrangement referred to in this Announcement.
N.M. Rothschild & Sons Limited
("Rothschild & Co"),
which is authorised and regulated by the Financial Conduct
Authority is acting exclusively for Fund, Bidco and SPV and for no
one else in connection with the Acquisition and will not regard any
other person as its client in relation to the Acquisition and will
not be responsible to anyone other than Fund, Bidco and SPV for
providing the protections afforded to clients of Rothschild &
Co, nor for providing advice in relation to any matter referred to
in this Announcement.
Further
information
The Acquisition is not governed by the Takeover
Code. As set out in Windward's admission document dated 30 November
2021, Windward has incorporated certain provisions in its articles
of association, which seek to provide shareholders with a similar
standard of protections otherwise afforded by the Takeover Code.
These include provisions similar to Rule 9 of the Takeover Code and
therefore may require that any person who acquires, whether by a
series of transactions over a period of time or not, an interest
(as defined in the Takeover Code) in shares which, taken together
with shares in which it is already interested or in which persons
acting in concert with it are interested, carry 30% or more of the
voting rights of Windward, is normally required to make a general
offer to all the remaining shareholders to acquire their shares.
Additionally, similar to Rule 9 of the Takeover Code, the articles
of association of Windward also provide that when any person,
together with persons acting in concert with it, is interested in
shares which, in aggregate, carry more than 30% of the voting
rights of Windward, but does not hold shares carrying 50% or more
of such voting rights, a general offer will normally be required if
any further interest in shares is acquired by any such person.
Please refer to the latest articles of association available at the
Windward website at https://windward.ai for
further details.
This Announcement is for information purposes
only and does not constitute an offer to sell or an invitation to
purchase any securities or the solicitation of an offer to buy any
securities, pursuant to the Acquisition or otherwise. The
Acquisition will be made solely by means of an Information
Statement to be sent to the Windward Shareholders, which will
contain the full terms and conditions of the Acquisition, including
details of how the Acquisition can be approved.
Windward accepts no responsibility for the
information contained in this Announcement other than that which
relates to Windward and any member of the Windward Group and the
recommendation of the Windward Independent Directors in relation to
the Acquisition. Fund accepts no responsibility for the information
contained in this Announcement other than information relating to
Bidco, SPV, Fund and the Fund Group and accepts no responsibility
for any information that that relates to Windward and any member of
the Windward Group and the recommendation of the Windward
Independent Directors in relation to the Acquisition.
Overseas
jurisdictions
The release, publication or distribution of
this Announcement in certain jurisdictions may be restricted by
law. Persons who are not resident in the United Kingdom or who are
subject to the laws of other jurisdictions should inform themselves
of, and observe, any applicable requirements. Any failure to comply
with these restrictions may constitute a violation of securities
laws of any such jurisdictions. To the fullest extent permitted by
law, Windward and Fund disclaim any responsibility or liability for
the violation of such restrictions by such person.
Notice to US holders
The Acquisition relates to the shares of an
Israeli company and is being effected by way of a reverse
triangular merger under Israeli Companies Law. The
Acquisition will not be subject to any review or registration
procedures of any securities regulatory authority outside of Israel
and has not been approved or recommended by any such securities
regulatory authority outside of Israel. In particular, neither this
Announcement nor the Information Statement has been, or will be,
approved by the United States Securities and Exchange Commission or
any other authority of the United States, nor has any such
authority determined or approved, or will determine or approve, the
adequacy or accuracy of the information contained in this
Announcement or the Information Statement.
The Acquisition is subject to the disclosure
requirements and practices applicable in Israel which differ from
the disclosure requirements of US tender offer and proxy
solicitation rules. Accordingly, the Acquisition
may be subject to disclosure and other procedural
requirements, including with respect to the Acquisition timetable,
financial information and basis of accounting, settlement
procedures and timing of payments that are different from those
applicable under US tender offer laws.
In accordance with Rule 14e-5 under the Exchange
Act, Fund, certain affiliated companies and the nominees or brokers
(acting as agents) may make certain purchases of, or arrangements
to purchase, Windward Shares during the period between the date of
this Announcement and the date on which Windward Shareholders
approve the Acquisition at a General Meeting. If such purchases or
arrangements to purchase were to be made, they would be made
outside the US either in the open market at prevailing prices or in
private transactions at negotiated prices and would comply with
applicable law, including, to the extent applicable, the Exchange
Act. Any information about such purchases will be disclosed as
required in the UK and reported to a Regulatory Information Service
in the UK.
Financial information included in this
Announcement has been, or will have been, prepared in accordance
with accounting standards that 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 US.
The receipt of consideration by a US holder for
the transfer of its Windward Shares pursuant to the Acquisition may
be a taxable transaction for US federal income tax purposes and
under applicable US state and local, as well as non-US and other,
tax laws. Each affected Windward Shareholder is urged to consult
their independent professional adviser immediately regarding the
tax consequences of the Acquisition applicable to them, including
under applicable US federal, state and local, as well as non-US and
other, tax laws.
It may be difficult for US holders of Windward
Shares to enforce their rights and claims arising out of the US
federal securities laws since Windward is organised in countries
other than the United States and some or all of their officers and
directors may be residents of, and some or all of their assets may
be located in, jurisdictions other than the United States. US
holders may have difficulty effecting service of process within the
United States upon those persons or recovering against judgments of
US courts, including judgments based upon the civil liability
provisions of the US federal securities laws. US holders may not be
able to sue a non-US company or its officers or directors in a
non-US court for violations of 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 judgment.
Cautionary
note regarding forward-looking statements
This Announcement contains certain
forward-looking statements with respect to the financial condition,
results of operations and businesses of Windward and Fund and their
respective Groups, and certain plans and objectives of Fund. All
statements other than statements of historical fact are, or may be
deemed to be, forward-looking statements. Forward-looking
statements are statements of future expectations that are based on
management's current expectations and assumptions and involve known
and unknown risks and uncertainties that could cause actual
results, performance or events to differ materially from those
expressed or implied in these statements. Forward-looking
statements include, among other things, statements concerning the
potential exposure of Windward and Fund to market risks and
statements expressing management's expectations, beliefs,
estimates, forecasts, projections and assumptions, including as to
future potential cost savings, synergies, earnings, cash flow,
return on average capital employed, production and prospects. These
forward-looking statements are identified by their use of terms and
phrases such as "anticipate", "believe", "could", "estimate",
"expect", "goals", "intend", "may", "objectives", "outlook",
"plan", "probably", "project", "risks", "seek", "should", "target",
"will" and similar terms and phrases.
Each forward-looking statement speaks only as
of the date of this Announcement. None of Windward, the Windward
Group, Bidco, SPV, Fund or the Fund Group, undertakes any
obligation to publicly update or revise any forward-looking
statement as a result of new information, future events or
otherwise, except to the extent legally required. In light of these
risks, results could differ materially from those stated, implied
or inferred from the forward-looking statements contained in this
Announcement.
Rounding
Certain figures included in this Announcement
have been subjected to rounding adjustments. Accordingly, figures
shown for the same category presented in different tables may vary
slightly and figures shown as totals in certain tables may not be
an arithmetic aggregation of the figures that precede
them.
General
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 or
independent financial adviser duly authorised under the Financial
Services and Markets Act 2000 (as amended) ("FSMA") if you are resident in the
United Kingdom or, if not, from another appropriately authorised
independent financial adviser.
Market Abuse
Regulation
The information contained within this
Announcement would have, prior to its release, constituted inside
information as stipulated under Article 7 of the Market Abuse
Regulation. Upon the publication of this Announcement via a
regulatory information service, this inside information will be
considered to be in the public domain. For the purposes of the
Market Abuse Regulation, the person responsible for arranging for
the release of this information on behalf of Windward is Shany
Shalev, General Counsel.
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
SUCH JURISDICTION.
THIS
ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT AN OFFER
OF SECURITIES IN ANY JURISDICTION IN WHICH SUCH OFFER, SOLICITATION
OR SALE WOULD BE UNLAWFUL UNDER THE SECURITIES LAWS OF ANY SUCH
JURISDICTION.
THIS
ANNOUNCEMENT CONTAINS INSIDE INFORMATION. UPON THE
PUBLICATION OF THIS ANNOUNCEMENT VIA A REGULATORY INFORMATION
SERVICE, THIS INSIDE INFORMATION IS CONSIDERED TO BE IN THE PUBLIC
DOMAIN.
FOR IMMEDIATE
RELEASE.
24 December 2024
RECOMMENDED CASH
ACQUISITION
of Windward Ltd.
by Octopus UK Bidco
Limited
(a newly formed company wholly-owned by
FTV VIII, L.P. and its
affiliates)
to be effected by way of a merger under
the Israeli Companies Law
1.
Introduction
The Board of Windward and the Board of Bidco
are pleased to announce that they have reached agreement on the
terms of a recommended cash acquisition of the entire issued and to
be issued ordinary share capital of Windward by Bidco, a
wholly-owned subsidiary of the Fund Group. Under the terms of the
Acquisition, Windward Shareholders will be entitled to receive 215
pence in cash per Windward Share.
The Acquisition values the entire issued and to
be issued ordinary share capital of Windward at approximately £216
million on a fully diluted basis.
The Acquisition provides certainty to
shareholders and the Offer Price, to be paid in cash, represents a
premium of approximately:
· 47% to the Closing Price per
Windward Share of 146 pence on the Latest Practicable
Date;
· 92% to the six-month volume
weighted average Closing Price per Windward Share of 112 pence
(being the volume weighted average Closing Price for the six-month
period ended on the Latest Practicable Date);
· 97% to the twelve-month
volume weighted average Closing Price per Windward Share of 109
pence (being the volume weighted average Closing Price for the
twelve-month period ended on the Latest Practicable Date);
and
· 39% to the IPO price of 155
pence (being the placing price per Windward Share at the time of
the IPO on 6 December 2021).
The Offer Price assumes that
Windward Shareholders will not receive any Distribution following
the date of this Announcement.
Under the terms of the Merger Agreement, the
Company is prohibited from making or declaring any Distribution on
or prior to Completion. If any Distribution is nonetheless
declared, made, paid or becomes payable
by Windward, Bidco has the
right to terminate the Merger Agreement.
The Windward Shares will be acquired by Bidco
fully paid and free from all liens, equitable interests, charges,
encumbrances, rights of pre-emption and any other third party
rights or interests whatsoever and, together with all rights
existing at or after Completion, including (without limitation) the
right to receive and retain, in full, all Distributions (if any)
declared, made or paid on or after Completion.
2.
The Acquisition
Under the terms of the Acquisition, which will
be set out in further detail in the Information Statement to be
sent to Windward Shareholders, Windward Shareholders shall be
entitled to receive 215 pence per Windward Share in cash, without
any interest thereon, subject to the withholding of any applicable
taxes as described below.
Bidco is providing the cash consideration
payable for the Acquisition through equity financing. The equity
financing is to be provided by the Fund Group, with Fund expecting
to invest up to approximately £216
million.
The Acquisition will be implemented by way of a
merger in accordance with the Israeli Companies Law through the
reverse merger of SPV, an Israeli wholly-owned subsidiary of Bidco
and an indirect wholly-owned subsidiary of the Fund Group, with and
into Windward, with Windward surviving such merger as a
wholly-owned subsidiary of Bidco. The Acquisition is not governed
by the Takeover Code.
Structure
To effect the Acquisition, Bidco, SPV and
Windward have today entered into the Merger Agreement pursuant to
the terms of which the total consideration to be paid for all
issued and outstanding and to be issued shares of Windward on
Completion will be approximately £216 million
(on a fully diluted basis), which represents a price of 215
pence per Windward Share.
Conditions
Completion of the Acquisition is subject to
the satisfaction or waiver of a number of conditions set out in the
Merger Agreement, including:
· the approval of the
Acquisition by Windward Shareholders at a General
Meeting;
· there being no Material
Adverse Effect (as defined in the Merger Agreement) and no event or
circumstance that would reasonably be expected to result in a
Material Adverse Effect, prior to Completion; and
· the Israeli statutory waiting
periods having elapsed following the filing of the relevant merger
proposals with the Israeli Registrar of Companies (which filing
will be made after the Acquisition has been approved by the
Windward Shareholders at a General Meeting).
Conduct of
business by Windward
Windward has agreed that until the earlier of
Completion and termination of the Merger Agreement pursuant to the
terms of the Merger Agreement, Windward will:
·
conduct its business in the ordinary course;
·
use commercially reasonable efforts to retain the services of
its employees and preserve intact its existing relations and
goodwill with governmental agencies, customers and
suppliers;
·
maintain all permits necessary for the operation of its
business; and
·
use commercially reasonable efforts to preserve intact its
intellectual property.
Competing
proposals
Windward has agreed that it will discontinue
and cause to be terminated any activities or negotiations regarding
any acquisition proposal with any persons conducted prior to the
execution of the Merger Agreement. Windward has also agreed that it
will, and will cause its representatives to, refrain from any
discussions or negotiations with respect to any acquisition
proposal until the earlier of Completion and termination of the
Merger Agreement pursuant to the terms of the Merger
Agreement.
In the event of a bona fide unsolicited
Superior Proposal, the Board of Windward may change its
recommendation to the Windward Shareholders and/or terminate the
Merger Agreement, subject to Bidco's right to amend the terms of
the Acquisition and the requirement for Windward to pay a break fee
in certain cases (as described below).
Break
fee
The Merger Agreement contains warranties given
by each of Windward, Bidco and SPV and also provides for a break
fee of £11 million (approximately 5% of the value of the
Acquisition) to be paid by Windward to Bidco in the following
circumstances:
· (i) the Merger Agreement is
terminated by (a) Windward or Bidco if Completion has not occurred
prior to 24 June 2025, or due to the failure to obtain the Windward
Shareholders' approval, or (b) Bidco in the event of certain
breaches by Windward that would inhibit the parties' ability to
consummate the transaction; (ii) after the date of the Merger
Agreement and prior to termination of the Merger Agreement, an
Acquisition Proposal has been made and not been irrevocably
withdrawn or otherwise abandoned; and (iii) within nine months
after the date on which the Merger Agreement is terminated,
Windward enters into a definitive agreement to effect any
Acquisition Proposal that is subsequently consummated;
· the Merger Agreement is
terminated by Bidco in the event of a breach by Windward or its
subsidiaries of certain pre-Completion covenants relating to, among
other things, non-solicitation and the posting of the Information
Statement;
· the Merger Agreement is
terminated by Bidco in the event that (i) the Board of Windward
changes its recommendation to approve the Merger Agreement as set
out in this Announcement; (ii) a tender or exchange offer that
constitutes an Acquisition Proposal (as defined in the Merger
Agreement) is commenced by a third party and the Board of Windward
fails to publicly recommend against such offer; or (iii) the Board
of Windward otherwise fails to reaffirm its recommendation to
approve the Merger Agreement within three Business Days' (as
defined in the Merger Agreement) of Bidco's request; or
· the Merger Agreement is
terminated by Windward in order for Windward to enter into an
agreement with respect to a Superior Proposal.
Reverse break
fee
The Merger Agreement also provides for a
reverse break fee of £11 million (approximately 5% of the value of
the Acquisition) to be paid by Bidco to Windward in the event
that:
· Windward terminates the
Merger Agreement if Bidco or SPV have materially breached any of
their respective warranties (other than fundamental warranties)
under the Merger Agreement, except where such breach would not, or
would not reasonably be expected to, prevent, materially delay or
materially impede Bidco's or SPV's ability to consummate the
Acquisition;
· Windward terminates the
Merger Agreement if Bidco has breached any of its fundamental
warranties, other than any de minimis inaccuracies; or
· Bidco or SPV have failed to
perform or comply with any of their respective covenants or
agreements under the Merger Agreement in all material
respects,
and, in each case, Bidco or SPV have failed to
cure the breach within 30 days of notice of the breach. This
termination right is not available to Windward if it is in breach
of the Merger Agreement in any material respect. The reverse break
fee, if and to the extent payable, is the sole and exclusive remedy
of Windward and its affiliates in the event the Merger Agreement is
terminated due to a breach by Bidco.
Termination
The Merger Agreement may be terminated at any
time prior to Completion by the mutual written consent of Bidco,
SPV and Windward.
The Merger Agreement may also be terminated
prior to Completion by Bidco, SPV or Windward if:
· the Acquisition is not
consummated by 24 June 2025, it being agreed that such termination
right cannot be exercised by a party whose failure to fulfil any of
its obligations under the Merger Agreement has been the principal
cause of the failure to meet such date;
· the Windward Shareholder
approval is not obtained at the final adjournment of the General
Meeting at which a vote is taken on the Acquisition; or
· a governmental agency of
competent jurisdiction has formally issued a permanent, final and
non-appealable order prohibiting the Acquisition.
The Merger Agreement may be terminated by Bidco
and SPV under any of the following circumstances:
· Windward has breached certain
of its "fundamental" warranties under the Merger Agreement
(including warranties with respect to Windward's authority to enter
into the Merger Agreement and capitalisation), or such warranties
fail to be accurate at Completion, subject to a de minimis
£1,575,000 threshold, and Windward has failed to cure the breach
within 30 days of notice of the breach, it being agreed that such
termination right would not be available to Bidco and SPV if either
of them is in material breach of the Merger Agreement;
· Windward has breached any of
its warranties under the Merger Agreement (other than fundamental
warranties), subject to an overall Material Adverse Effect
qualification, or
· there is a Material Adverse
Effect or an event or circumstance that would reasonably be
expected to result in a Material Adverse Effect prior to
Completion,
and, in each case, Windward has failed to cure
the breach within 30 days of notice of the breach, it being agreed
that such termination right would not be available to Bidco and SPV
if either of them is in material breach of the Merger
Agreement.
The Merger Agreement may be further terminated
by Bidco and SPV under any of the following
circumstances:
·
Windward or any of its subsidiaries have failed to comply in
any material respect with certain of their pre-Completion
obligations under the Merger Agreement relating to, among other
things, non-solicitation and the posting of the Information
Statement (unless such failure is unintentional and immaterial and
is promptly cured within 30 days of notice of the breach, or, in
the case of the posting of the Information Statement, such failure
is caused by a delay in Bidco providing information to the
Company); or
·
(i) the Board of Windward changes its recommendation to
approve the Merger Agreement as set out in this Announcement; (ii)
a tender or exchange offer that constitutes an Acquisition Proposal
under the Merger Agreement is commenced by a third party and the
Board of Windward fails to publicly recommend against such offer;
or (iii) the Board of Windward fails to reaffirm its recommendation
to approve the Merger Agreement within three Business Days' (as
defined in the Merger Agreement) of Bidco's request.
The Merger Agreement may be terminated by
Windward under any of the following circumstances:
· at any time prior to receipt
of the Windward Shareholders approval, in order to enter into an
agreement with respect to a Superior Proposal, provided that
Windward pays the break fee (as described above) to
Bidco;
· Bidco or SPV have materially
breached any of their respective warranties (other than fundamental
warranties) under the Merger Agreement, except where such breach
would not, or would not reasonably be expected to, prevent,
materially delay or materially impede Bidco's or SPV's ability to
consummate the Acquisition;
· Bidco has breached any of its
fundamental warranties, other than any de minimis inaccuracies;
or
· Bidco or SPV have failed to
perform or comply with any of their respective covenants or
agreements under the Merger Agreement in all material
respects,
and, in each case, Bidco or SPV have failed to
cure the breach within 30 days of notice of the breach. This
termination right is not available to Windward if it is in breach
of the Merger Agreement in any material respect.
The Merger Agreement may be further terminated
by Windward at any time prior to receipt of the Windward
Shareholders approval, in order to enter into an agreement with
respect to a Superior Proposal, provided that Windward pays the
break fee (as described above) to Bidco.
Further details of the terms and conditions of
the Merger Agreement will be set out in the Information
Statement.
3.
Background to and reasons for the Acquisition
Windward is a leading maritime AI company, in a
market valued at more than US$10 billion. It is the only
end-to-end data-driven AI solution and a first mover in maritime
generative AI, with fifteen maritime-specific models developed
in-house.
Windward benefits from global trends in
shipping and trade. Geopolitical pressures have increased the
criticality of supply chain management and heightened focus on
activity on the seas by companies and government agencies. Through
its massive, highly differentiated dataset of public, private,
commercial, self-generated, and third party data, Windward tracks
2.2 million vessel activities daily and provides actionable
insights to a range of customers.
Fund has been assessing Windward and its
business over recent months, having followed its development over a
number of years. Fund believes that Windward is a highly attractive
business with a strong management team and strategy, and that the
Acquisition represents an attractive opportunity to increase
exposure to the growing maritime compliance and supply chain end
market. The Acquisition also represents an opportunity for enhanced
data and AI led insight across the ecosystem.
Fund sees an opportunity to accelerate
Windward's continued expansion from its current market position
within the maritime sector, into a broader supply chain analytics
provider and plans to support the development of Windward's future
product roadmap under private ownership. For this, Windward may
require investment, which could reduce profitability in the short
to medium term, but should build the strong operational foundations
required to support Windward's next phase of growth, scale its
platform globally and drive sustainable long-term value.
Fund is confident in the future prospects of
Windward's business and believes that moving to private ownership
is in the long-term interest of Windward, its customers and its
other stakeholders, and offers the best opportunity for Windward
management to execute on its strategy and ambition to further
accelerate the growth of the business.
Fund has a proven investment track record in
the broader software sector and significant competence and know-how
in scaling global software businesses. Fund will provide Windward
with access to its Global Partner Network® of seasoned technology
industry executives, as well as lend M&A expertise and
resources to Windward as it leverages the existing platform to
assist Windward with executing acquisitions to create long-term
value.
Fund has strong confidence in Windward's
current management team and believes that Windward has a team of
talented employees who will be key to Windward's success going
forward. Accordingly, Fund is committed to supporting the existing
Windward management team in continuing to execute on its current
strategy.
Fund believes that it is well placed to support
Windward in the next stage of its development, by providing the
capital necessary to accelerate Windward's strategic plan and
realise its full potential and international ambitions. Fund sees
significant potential from supporting Windward to make further
bolt-on and potentially transformational transactions
internationally.
Fund considers Windward to be a strong
strategic fit with its thematic investment focus and is uniquely
positioned to create significant value for Windward and its
stakeholders having built a relationship with Windward over the
past seven years.
4.
Information on the Fund Group and Bidco
SPV is a company limited by shares,
incorporated in December 2024 under the laws of Israel. SPV is a
wholly-owned subsidiary of Bidco, which is itself a wholly-owned
subsidiary of the Fund Group. Bidco is a private limited company,
incorporated in December 2024 under the laws of England and Wales,
formed by Fund for the purposes of the Acquisition. Neither Bidco
nor SPV has traded prior to the date of this Announcement nor
entered into any obligations other than in connection with the
Acquisition.
Fund is a growth equity investment firm that
has raised over US$6 billion in committed capital to invest in high
growth companies in the enterprise technology and services and
financial technology and services sectors.
Fund has a demonstrated track record of helping
its portfolio companies identify, negotiate, and integrate
strategic acquisitions. Fund employs a team of senior advisers who
are experienced executives from the industry, and who work with
Fund's portfolio companies to help them develop their technology
infrastructure and roadmap, scale go-to-market (particularly in the
US), enhance financial planning and analysis initiatives (i.e.,
creating an equity plan to retain and hire), and recruit new talent
as needed.
Fund has a long history of investing in
founder-led companies and in October 2024 was included on Inc.
"Founder Friendly Investors" list for the fourth year in a row. In
May 2023, recognising Fund's exceptional track record, Blackstone
made a strategic investment from its GP Stakes fund to support and
partner with Fund's strategy of investing in category-leading
growth companies.
5.
Information relating to Windward
Windward, which is traded on AIM under the
ticker AIM:WNWD, is a leading Maritime AIâ„¢ company, providing an
all-in-one platform to accelerate global trade. Windward's
end-to-end AI-powered software solution aims to provide real time
information and insights on vessels and activities at sea, enabling
stakeholders within the maritime eco-system to make
intelligence-driven decisions to manage risk and achieve business
and operational efficiency.
The business has grown to become a successful
global leader in maritime intelligence and AI.
Windward supports a growing number of blue-chip customers
across a range of industries from oil supermajors, freight
forwarders and port authorities, to banks, shippers, insurers and
governmental organisations, by providing them with
critical insights needed for daily
operations. Windward has over 250
globally spread private and public sector customers including BP,
Shell and Gard and leading government agencies including the US
department of Defence and Homeland Security.
Windward is registered in Israel but
headquartered in the UK with a presence in three additional
locations around the world, being the US, Ukraine and
India.
As at 30 June 2024 ("HY 2024"), Windward had 170 permanent
employees across five locations and had an ACV of US$37.2 million
(HY 2023: US$27.6 million), being an increase of 35% on the
previous financial year, with 99% of the revenue being subscription
based. For the financial years ended 31 December 2020 to 2023,
Windward achieved a revenue CAGR of 24.7%.
Windward reported total revenue for HY 2024 of
US$17.6 million (HY 2023: US$12.8 million), representing an
increase of 37.1% on the previous financial year, with 31% of
Windward's total revenue being derived from commercial. For HY
2024, Windward generated a significantly reduced EBITDA loss of
US$1.3 million (2023: US$3.8 million), down by 66%.
6.
Approval of the Audit Committee and
Windward Independent Directors and recommendation of the Windward
Independent Directors
The Windward
Independent Directors, who have been so advised by Goldman Sachs
Israel LLC, Tel Aviv Branch ("Goldman Sachs") as to the financial
terms of the Acquisition, unanimously consider the terms of the
Acquisition to be fair and reasonable. In providing their advice to
the Windward Independent Directors, Goldman Sachs have taken into
account the commercial assessments of the Windward Independent
Directors.
In addition
to the Windward Independent Directors' approval, the Acquisition
requires the approval of the Audit Committee as the Windward
Executive Directors have a personal interest in the Acquisition as
a result of the Reinvestment (as further detailed in
paragraph ‎8 of
this Announcement). The Audit Committee unanimously approved the
Acquisition prior to the approval of the Windward Independent
Directors.
The Windward
Independent Directors and the Audit Committee have each unanimously
determined the Acquisition to be in the best interests of Windward
(including its shareholders). The Windward Independent Directors
unanimously recommend that Windward Shareholders vote in favour of
the Acquisition at a General Meeting which will be convened in
connection with the Acquisition. In accordance with the Israeli
Companies Law, the Windward Executive Directors did not participate
in the discussion of the Windward Independent Directors and did not
vote on the Acquisition.
Each Windward
Independent Director who holds Windward Shares has irrevocably
undertaken to vote in favour of the Acquisition in respect of their
own beneficial holdings of 573,962 Windward Shares representing, in
aggregate, approximately 0.66% of Windward's issued share capital
on the Latest Practicable Date.
In addition,
the Windward Executive Directors have irrevocably undertaken to
vote in favour of the Acquisition in respect of their own
beneficial holdings of, in aggregate, 6,610,092 Windward Shares
representing, in aggregate, approximately 7.55% of Windward's
issued share capital on the Latest Practicable
Date.
Further
details of these irrevocable undertakings are set out in Appendix 2
to this Announcement.
7.
Windward Shareholder support
All Windward Independent Directors who hold
Windward Shares have, in their capacities as Windward Shareholders,
irrevocably undertaken to vote (or procure the vote) in favour of
the Acquisition at a General Meeting in respect of their own
beneficial holdings, amounting, in aggregate, to 573,962 Windward
Shares representing, in aggregate, approximately 0.66% of
Windward's issued share capital on the Latest Practicable
Date.
In addition, Bidco has received irrevocable
undertakings from the Reinvesting Managers (including the Windward
Executive Directors) to vote (or procure the vote) in favour of the
Acquisition at a General Meeting in respect of their own beneficial
holdings, amounting, in aggregate, to 13,290,004 Windward Shares
representing, in aggregate, approximately 15.18% of Windward's
issued share capital on the Latest Practicable Date.
In total, Bidco has therefore received
irrevocable undertakings from Windward Independent Directors and
Reinvesting Managers (including the Windward Executive Directors)
to vote (or procure the vote) in favour of the Acquisition at a
General Meeting, amounting, in aggregate, to 13,863,966 Windward
Shares, representing, in aggregate, approximately 15.84% of
Windward's issued share capital on the Latest Practicable
Date.
Bidco has also received irrevocable
undertakings from certain Windward Shareholders to vote in favour
of the Acquisition at a General Meeting, amounting, in
aggregate, to 41,628,662 Windward Shares,
representing, in aggregate, approximately 47.55% of Windward's
issued share capital on the Latest Practicable Date.
In total, Bidco has therefore received
irrevocable undertakings to vote (or procure the vote) in favour of
the Acquisition at a General Meeting, in respect of a total of
55,492,588 Windward Shares, representing, in aggregate,
approximately 63.39% of Windward's issued share capital on the
Latest Practicable Date.
Each irrevocable undertaking referred to above
(other than that provided by Gresham House Asset
Management Ltd) remains binding in the event a higher
competing offer is made for Windward by a third party, even in the
event of a change in recommendation by the Windward Independent
Directors. The irrevocable undertaking provided by
Gresham House Asset Management Ltd lapses in the event a
competing third party cash offer (where the consideration is not
less than 105% of the cash consideration offered by Bidco under the
Merger Agreement) for Windward is announced.
Bidco has also received non-binding letters of
intent from certain Windward Shareholders, confirming their
intention to vote (or procure the vote) in favour of the
Acquisition at a General Meeting, in respect of, in aggregate,
11,828,226 Windward Shares, representing, in aggregate,
approximately 13.52% of Windward's issued share capital on the
Latest Practicable Date.
Further details of each of these irrevocable
undertakings and the letters of intent are set out in Appendix 2 to
this Announcement.
8.
Reinvestment
Each of (i) Ami Daniel and Matan Peled and
(ii) the other Reinvesting Managers have agreed to invest 50% and
35% respectively, of their after-tax (or pre-tax in the case of
Israeli-based Reinvesting Managers) cash proceeds from the
Acquisition in the capital of the indirect parent company of Bidco,
promptly after Completion (the "Reinvestment"). The specific terms of
the Reinvestment will be discussed and agreed between the
Reinvesting Managers and Bidco at a later date.
9.
Background to and reasons for the Windward Independent Directors'
recommendation
Since Windward's AIM flotation in December
2021, Windward's leadership team has delivered highly attractive
operational performance. Windward has more than doubled its ACV and
more than tripled its global customer base over the last three
financial years.
The Board of Windward and its
management regularly review the performance, strategy,
competitive position, opportunities, and prospects of Windward in
light of the current business, economic climate, industry trends,
and market environment.
While the Windward Independent Directors
believe Windward is well positioned for future continued success
and that the long-term prospects are strong as an independent
listed entity, they also recognise that economic, regulatory and
competitive uncertainties exist, many of which are beyond
Windward's control.
Generative AI has expanded the opportunity set
and has accelerated Windward's ability to meet maritime market
needs. Regulatory events (including sanctions and US demurrage)
have also created urgent demand for Windward's products. This has
resulted in a unique opportunity for Windward to focus on building
new products and expanding its global reach. As the ultimate
holding company of Windward following Completion will be a US
company (incorporated in Delaware), the Windward
Independent Directors believe that Windward will
have greater access to opportunities to expand into the US market
than Windward may otherwise have if it were to remain listed on
AIM, thereby allowing for rapid growth.
Following engagement with Fund, including the
provision of detailed information under a non-disclosure agreement,
the Windward Independent Directors have
concluded that the proposal received from Fund, following a period
of price negotiation and based on interest from other
potential bidders, is likely to be more advantageous
for Windward's business and its other stakeholders than remaining
listed on AIM, as the Acquisition is expected to provide Windward
with increased access to the capital required to enable rapid
expansion of its business.
The Windward Independent
Directors have concluded that the proposal is
attractive to Windward Shareholders, in that (i) it provides
certainty to Windward Shareholders, as the proposal is deliverable
given the limited conditions to Completion and (ii) Windward
Shareholders will receive cash consideration only.
10. Current
trading and prospects of Windward
Current trading for Windward continues in line
with the statements made in its half-year results announced on 20
August 2024 and in its trading update announced on 10 October
2024.
11. Windward
management and employees
Windward's seasoned and global management team
(which includes two co-founders and nine senior executives) has the
relevant expertise to execute Windward's growth plan as Windward
scales and expands its offerings. The Windward Directors believe
Windward is well positioned for future continued
success.
Bidco recognises, and attaches great importance
and value to, the skills, experience and commitment of Windward's
management and employees. Bidco is looking forward to working with
Windward's management team and employees to support the future
development of Windward. Bidco intends to ensure that the business
continues to thrive as a private company, thereby offering greater
opportunities for Windward's staff, particularly in terms of
activities that pertain to developing and expanding Windward's
position on a global basis.
Bidco continues to be fully supportive of
Windward's senior management team and also recognises the skills
and expertise of its over 190 worldwide employees. Bidco views
Windward's senior management team and employees as a key attribute
in driving future growth in the business. Bidco does not intend to affect any material
changes to Windward's ongoing strategy and operations, or
to implement material headcount reduction as a
result of the Acquisition.
In addition, and consistent with Windward's
move to private ownership, all non-executive Windward Directors
will resign from their offices as directors of Windward on or
shortly after Completion.
Other than as described above, Bidco's strategy
is growth orientated and therefore Bidco does not expect or intend
for the Acquisition to have any material impact on the continued
employment or the balance of skills and functions of the management
team and employees of the Windward Group.
Employment
and pension rights
Bidco confirms that, following
Completion, it intends to fully safeguard the existing contractual
and statutory rights and terms and conditions of employment,
including pension obligations, of the management and employees of
the Windward Group in accordance with applicable law. Bidco
does not envisage any material change in the conditions of
employment or pension rights of the management and employees of
Windward. Windward has no defined pension arrangements in place and
Bidco does not intend to make any change in that
respect.
Management
incentives
Following Completion, Bidco intends
to put in place incentivisation arrangements for Windward
management and employees. However, Bidco has not yet entered into
any form of incentivisation arrangement with any member of
Windward's management or with any Windward employee, nor does it
intend to enter into such discussions prior to Completion (save in
respect of the Reinvestment).
12.
Financing
Bidco is providing the cash consideration
payable for the Acquisition through committed equity
financing.
The equity financing is to be provided by the
Fund Group, with Fund expecting to invest up to approximately £216
million.
13.
Taxation
The disposition of the Windward Shares by
Windward Shareholders in exchange for cash consideration pursuant
to the Merger Agreement will be a taxable transaction for Israeli
tax purposes. The Israeli Tax Ordinance generally imposes a capital
gains tax on the sale of capital assets located in Israel,
including shares in an Israeli resident company, at a rate of 23 to
33%1 (depending on factors such as, amongst other
things, whether the shareholder is a corporation or an individual
and the shareholder's holding percentage in Windward). Individuals
and "body of persons" (as defined in the Israeli Tax Ordinance)
dealing in securities in Israel are taxed at the tax rates
applicable to business income. However, non-Israeli resident
shareholders are generally exempt from Israeli capital gains tax on
any gains derived from the disposition of their shares, provided
that such gains are not derived from a permanent establishment of
such shareholders in Israel. A non-Israeli "body of persons" will
not be entitled to such exemption if Israeli residents (i) hold,
directly or indirectly, more than 25% in one or more of the means
of control of such non-Israeli company or (ii) are the
beneficiaries of, or are entitled to, 25% or more of the revenues
or profits of such non-Israeli company, whether directly or
indirectly.
In some instances, the payment of the
consideration may be subject to withholding of Israeli tax at
source.
Following this Announcement, Windward intends
to file an application with the Israeli Tax Authority for a ruling
that will provide a mechanism via which Windward Shareholders that
are non-Israeli residents and have no connection to Israel may
provide certain declarations/documents (to be determined) that will
be sufficient to ensure that no Israeli withholding tax will apply
to such Windward Shareholder's portion of the Acquisition
consideration. If such a ruling is provided, no Israeli tax will be
withheld from such non-Israeli resident that complies with the
relevant requirements of the ruling. It is expected that the ruling
will not be applicable to certain non-Israeli resident Windward
Shareholders and that such shareholders will be required to obtain
a withholding tax exemption certificate from the Israeli Tax
Authority in order to avoid withholding of Israeli tax at
source.
This summary does not discuss all the aspects
of Israeli tax law that may be relevant to a particular Windward
Shareholder or particular investment circumstances or to certain
types of Windward Shareholders subject to special treatment under
Israeli law. Each Windward Shareholder is encouraged to consult
with its own tax adviser about the tax consequences of the
Acquisition particular to it.
(Note 1: The applicable tax rate for
corporations is the regular corporate tax rate (currently 23%). The
applicable tax rate for individuals currently ranges from 25% to
33%, but is expected to range from 25% to 35% as of 1 January 2025,
assuming that certain proposed legislation is passed by the Israeli
parliament.)
14. Windward
Share Incentive Plans
Participants in the Windward Share Incentive
Plans will be contacted regarding the effect of the Acquisition on
their rights under the Windward Share Incentive Plans and
appropriate proposals will be made to such participants
which reflect their entitlements under the Windward Share
Incentive Plans in due course.
Details of the treatment of each Option / RSU
under the Merger Agreement are set out below.
Options
EMI
Options: Having received approval by the
Windward Independent Directors, outstanding unvested EMI Options
will accelerate in full. All fully vested EMI Options will be
exercised in full and Windward Shares issued to the EMI Option
holders, immediately prior to, and conditional on, Completion. EMI
Option holders (in their capacity as Windward Shareholders) will
receive an amount in cash equal to the Offer Price for each
Windward Share they hold (subject to the deduction of the exercise
price per Windward Share) in exchange for the cancellation of each
such Windward Share.
Options
other than EMI Options: All fully
vested Options will be cash cancelled immediately prior to, and
conditional on, Completion. Having received approval of the
Windward Independent Directors, each unvested Option will be
cancelled and converted into the right to receive an amount in cash
equal to the Offer Price (subject to the deduction of the exercise
price per Windward Share) following Completion, subject to
satisfaction of the vesting conditions set out in such unvested
Option agreement.
RSUs
PSUs (performance-based RSUs): The
Remuneration Committee having determined that the performance-based
vesting conditions have been satisfied, outstanding PSUs will vest
in full and be cash-cancelled immediately prior to, and conditional
on, Completion.
Management
RSUs (non-performance based 2024 RSU awards):
50% of the unvested proportion will vest automatically immediately
prior to, and conditional on, Completion, in accordance with the
terms of their grant. Vested Management RSUs will be cash-cancelled
immediately prior to, and conditional on, Completion.
Windward
RSUs (excluding management RSUs and PSUs):
Vested Windward RSUs will be cash-cancelled immediately prior to,
and conditional on, Completion.
Unvested
Windward RSUs and unvested Management RSUs:
Each unvested Windward RSU and unvested Management RSU will
be cancelled and converted into the right to receive an amount in
cash equal to the Offer Price following Completion, subject to
satisfaction of the vesting conditions set out in such unvested RSU
award.
Israeli participants
Following this Announcement, Windward intends
to file an application with the Israeli Tax Authority for a ruling
that will provide Israeli tax withholding treatment with respect to
the Acquisition consideration payable to those participants who
were granted awards under the Windward Share Incentive Plans
pursuant to Section 102 of the Israeli Tax Ordinance.
15. Windward
General Meeting
The Acquisition requires the approval of a
simple majority of the Windward Shareholders present in person or
by proxy and actually voting at a General Meeting. The General
Meeting is expected to be convened as soon as possible by the
publication of an Information Statement to Windward
Shareholders and, in any event, by no later than 10
January 2025.
16.
Cancellation of AIM securities
Due to the Acquisition, it is intended that
admission of Windward's shares to trading on AIM will be cancelled.
An application will be made for the cancellation of trading of
Windward Shares on AIM, with effect from or shortly following
Completion. A further announcement regarding such intended
cancellation will be made in due course.
17. Sources
and bases of information
The value placed by the Acquisition on, and
statements made by reference to, the existing share capital of
Windward are based on 87,546,620 Windward Shares in issue, being
the number of Windward Shares in issue on the Latest Practicable
Date (excluding 1,107,684 of unallocated Windward Shares held by
IBI Trust Management which are used to satisfy the exercise of
Options and/or RSUs, and which are expected to be cancelled on
Completion).
The fully diluted share capital of Windward
(being 100,599,616 Windward Shares) is calculated on the basis of
87,546,620 Windward Shares in issue on the Latest Practicable Date
(excluding the unallocated Windward Shares referenced above) and,
in addition, up to 13,052,996 further Windward Shares which may be
issued on or after the date of this Announcement following the
exercise of Options or the vesting of RSUs. However, it should be
noted that the number of Windward Shares which may be issued after
the date of this Announcement to satisfy Options or RSUs is likely
to be significantly smaller than the maximum number set out above
(since this will depend upon the extent to which such Options or
RSUs will be satisfied in cash rather than by the issue of Windward
Shares).
Unless otherwise stated, the financial
information and other information on the Windward Group included in
this Announcement has been extracted or derived, without material
adjustment, from the audited consolidated financial statements,
unaudited interim results and unaudited half-year results, for the
Windward Group for the relevant financial periods.
Unless otherwise stated, all historical share
prices quoted for Windward Shares have been sourced from the Daily
Official List and represent closing middle market prices for
Windward Shares on the relevant dates.
18.
General
Windward Shareholders should be aware that
Bidco may purchase Windward Shares otherwise than under the
Acquisition, such as in the open market or under privately
negotiated purchases.
Rothschild & Co, Goldman Sachs and
Canaccord Genuity have given, and not withdrawn, their consent to
the publication of this Announcement with the
inclusion of references to their respective names, in each
case, in the form and context in which they appear in this
Announcement.
19.
Documents available on website
Copies of the
following documents will be made available on
Windward's website at https://windward.ai until
Completion or termination of the Merger Agreement (whichever is
earlier):
· the Merger
Agreement;
· the irrevocable undertakings
and letters of intent listed in Appendix 2;
· a copy of this
Announcement;
· a copy of the
Information Statement once published;
and
· the consents of
Rothschild & Co, Goldman Sachs and Canaccord
Genuity referred to in paragraph ‎18 above.
For
more information, please contact:
Windward Ltd.
|
via Alma
|
Ami Daniel, Chief
Executive Officer
|
|
Irit Singer, Chief
Marketing Officer
|
|
Goldman Sachs
|
+44(0)20 7774 1000
|
(Financial adviser to
Windward)
|
|
Chris Emmerson,
Managing Director
|
|
Daniel Krinsky,
Managing Director
|
|
Canaccord Genuity
|
+44(0)20 7523 8000
|
(Nominated adviser
and broker to Windward)
|
|
Simon
Bridges
|
|
Andrew
Potts
|
|
Alma Strategic
Communications
|
+44(0)20 3405
0205
|
Caroline
Forde
|
windward@almastrategic.com
|
Kieran
Breheny
|
|
Bidco and Fund
|
pr@ftvcapital.com
|
Brad Bernstein,
Managing Partner
|
|
Annis Steiner, Head
of Investor Relations
|
|
Rothschild & Co
|
+44(0) 20 7280 5000
|
(Financial adviser to
Fund)
|
|
Philippe
Noël
|
|
Tom Buggé
|
|
CMS Cameron
McKenna Nabarro Olswang LLP and Epstein Rosenblum Maoz (ERM) are
acting as legal advisers to Windward. Willkie Farr & Gallagher
(UK) LLP and Gornitzky & Co. are acting as legal advisers to
Bidco, SPV and Fund.
The statements contained in this Announcement
are made as at the date of this Announcement, unless some other
time is specified in relation to them, and publication of this
Announcement shall not give rise to any implication that there has
been no change in the facts set forth in this Announcement since
such date. Nothing contained in this Announcement shall be deemed
to be a forecast, projection or estimate of the future financial
performance of Windward, the Windward Group, Bidco or the Fund
Group except where otherwise stated.
IMPORTANT
NOTICE:
Goldman Sachs is acting exclusively for
Windward as its financial adviser and no one else in connection
with the Acquisition and other matters referred to in this
Announcement and will not be responsible to anyone other than
Windward for providing the protections afforded to clients of
Goldman Sachs nor for providing advice in connection with the
Acquisition or any other matter or arrangement referred to in this
Announcement.
Canaccord Genuity, which is authorised and
regulated in the United Kingdom by the Financial Conduct Authority,
is acting exclusively for Windward as its nominated adviser and
broker and no one else in connection with the Acquisition and will
not be responsible to anyone other than Windward for providing the
protections afforded to clients of Canaccord Genuity nor for
providing advice in connection with the Acquisition or any other
matter or arrangement referred to in this Announcement.
Rothschild & Co, which is authorised and
regulated by the Financial Conduct Authority, is acting exclusively
for Fund, Bidco and SPV and for no one else in
connection with the Acquisition and will not regard any other
person as its client in relation to the Acquisition and will not be
responsible to anyone other than Fund, Bidco and SPV for providing
the protections afforded to clients of Rothschild & Co, nor for
providing advice in relation to any matter referred to in this
Announcement.
Further
information
This Announcement is for information purposes
only and does not constitute an offer to sell or an invitation to
purchase any securities or the solicitation of an offer to buy any
securities, pursuant to the Acquisition or otherwise. The
Acquisition will be made solely by means of an Information
Statement to be sent to the Windward Shareholders, which will
contain the full terms and conditions of the Acquisition, including
details of how the Acquisition can be approved.
Windward accepts no responsibility for the
information contained in this announcement other than that which
relates to Windward and any member of the Windward Group and the
recommendation of the Windward Independent
Directors in relation to the Acquisition. Fund accepts no
responsibility for the information contained in this Announcement
that relates to Windward and any member of the Windward Group and
the recommendation of the Windward Independent
Directors in relation to the Acquisition.
Overseas
jurisdictions
The release, publication or distribution of
this Announcement in certain jurisdictions may be restricted by
law. Persons who are not resident in the United Kingdom or who are
subject to the laws of other jurisdictions should inform themselves
of, and observe, any applicable requirements. Any failure to comply
with these restrictions may constitute a violation of securities
laws of any such jurisdictions. To the fullest extent permitted by
law, Windward and Fund disclaim any responsibility or liability for
the violation of such restrictions by such person.
Notice to US holders
The Acquisition relates to the shares of an
Israeli company and is being effected by way of a reverse
triangular merger under Israeli Companies Law. The
Acquisition will not be subject to any review or registration
procedures of any securities regulatory authority outside of Israel
and has not been approved or recommended by any such securities
regulatory authority outside of Israel. In particular, neither this
Announcement nor the Information Statement has been, or will be,
approved by the United States Securities and Exchange Commission or
any other authority of the United States, nor has any such
authority determined or approved, or will determine or approve, the
adequacy or accuracy of the information contained in this
Announcement or the Information Statement.
The Acquisition is subject to the disclosure
requirements and practices applicable in Israel which differ from
the disclosure requirements of US tender offer and proxy
solicitation rules. Accordingly, the Acquisition
may be subject to disclosure and other procedural
requirements, including with respect to the Acquisition timetable,
financial information and basis of accounting, settlement
procedures and timing of payments that are different from those
applicable under US tender offer laws.
In accordance with Rule 14e-5 under the Exchange
Act, Fund, certain affiliated companies and the nominees or brokers
(acting as agents) may make certain purchases of, or arrangements
to purchase, Windward Shares during the period between the date of
this Announcement and the date on which Windward Shareholders
approve the Acquisition at a General Meeting. If such purchases or
arrangements to purchase were to be made, they would be made
outside the US either in the open market at prevailing prices or in
private transactions at negotiated prices and would comply with
applicable law, including, to the extent applicable, the Exchange
Act. Any information about such purchases will be disclosed as
required in the UK and reported to a Regulatory Information Service
in the UK.
Financial information included in this
Announcement has been, or will have been, prepared in accordance
with accounting standards that 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 US.
The receipt of consideration by a US holder for
the transfer of its Windward Shares pursuant to the Acquisition may
be a taxable transaction for US federal income tax purposes and
under applicable US state and local, as well as non-US and other,
tax laws. Each affected Windward Shareholder is urged to consult
their independent professional adviser immediately regarding the
tax consequences of the Acquisition applicable to them, including
under applicable US federal, state and local, as well as non-US and
other, tax laws.
It may be difficult for US holders of Windward
shares to enforce their rights and claims arising out of the US
federal securities laws since Windward is organised in countries
other than the United States and some or all of their officers and
directors may be residents of, and some or all of their assets may
be located in, jurisdictions other than the United States. US
holders may have difficulty effecting service of process within the
United States upon those persons or recovering against judgments of
US courts, including judgments based upon the civil liability
provisions of the US federal securities laws. US holders may not be
able to sue a non-US company or its officers or directors in a
non-US court for violations of 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 judgment.
Cautionary
note regarding forward-looking statements
This Announcement contains certain
forward-looking statements with respect to the financial condition,
results of operations and businesses of Windward and Fund and their
respective Groups, and certain plans and objectives of Fund. All
statements other than statements of historical fact are, or may be
deemed to be, forward-looking statements. Forward-looking
statements are statements of future expectations that are based on
management's current expectations and assumptions and involve known
and unknown risks and uncertainties that could cause actual
results, performance or events to differ materially from those
expressed or implied in these statements. Forward-looking
statements include, among other things, statements concerning the
potential exposure of Windward and Fund to market risks and
statements expressing management's expectations, beliefs,
estimates, forecasts, projections and assumptions, including as to
future potential cost savings, synergies, earnings, cash flow,
return on average capital employed, production and prospects. These
forward-looking statements are identified by their use of terms and
phrases such as "anticipate", "believe", "could", "estimate",
"expect", "goals", "intend", "may", "objectives", "outlook",
"plan", "probably", "project", "risks", "seek", "should", "target",
"will" and similar terms and phrases.
Each forward-looking statement speaks only as
of the date of this Announcement. None of Windward, the Windward
Group, Bidco, SPV, Fund or the Fund Group undertakes any obligation
to publicly update or revise any forward-looking statement as a
result of new information, future events or otherwise, except to
the extent legally required. In light of these risks, results could
differ materially from those stated, implied or inferred from the
forward-looking statements contained in this
Announcement.
Rounding
Certain figures included in this Announcement
have been subjected to rounding adjustments. Accordingly, figures
shown for the same category presented in different tables may vary
slightly and figures shown as totals in certain tables may not be
an arithmetic aggregation of the figures that precede
them.
General
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 or
independent financial adviser duly authorised under FSMA if you are
resident in the United Kingdom or, if not, from another
appropriately authorised independent financial adviser.
Market Abuse
Regulation
The information contained within this
Announcement would have, prior to its release, constituted inside
information as stipulated under Article 7 of the Market Abuse
Regulation. Upon the publication of this Announcement via a
regulatory information service, this inside information will be
considered to be in the public domain. For the purposes of the
Market Abuse Regulation, the person responsible for arranging for
the release of this information on behalf of Windward is Shany
Shalev, General Counsel.
APPENDIX 1
DEFINITIONS
The following definitions apply throughout this
Announcement unless the context requires otherwise:
"Acquisition
Proposal"
|
as defined in the Merger Agreement, but broadly
means an offer to (i) acquire more than 30% of Windward's issued
share capital or more than 30% of the total consolidated assets of
the Windward Group or (ii) subscribe for equity securities
representing more than 30% of Windward's issued share
capital;
|
"ACV"
|
annual contract value;
|
"AI"
|
artificial intelligence;
|
"AIM"
|
the market of that name operated by the London
Stock Exchange;
|
"Announcement"
|
this announcement, including the
Appendix;
|
"Audit
Committee"
|
the audit committee of the Board of
Windward;
|
"Board of
Bidco"
|
the board of directors of Bidco;
|
"Board of
Windward" or "Windward Directors"
|
the board of directors of Windward;
|
"Business
Day"
|
a day (other than Saturdays, Sundays and public
holidays in the UK) on which banks are open for business in the
City of London;
|
"Closing
Price"
|
the closing middle market price of a Windward
Share on a particular trading day as derived from the AIM appendix
to the London Stock Exchange Daily Official List;
|
"Completion"
|
completion of the Acquisition in accordance
with the terms of the Merger Agreement;
|
"CREST"
|
the system for the paperless settlement of
share transfers and the holding of uncertificated shares, operated
by Euroclear UK & International Limited;
|
"Daily
Official List"
|
the Daily Official List of the London Stock
Exchange;
|
"Depositary"
|
Computershare Investor Services PLC, whose
registered office is at The Pavilions, Bridgwater Road, Bristol
BS13 8AE, United Kingdom;
|
"Depositary
Interests"
|
dematerialised interests representing
underlying Windward Shares in the ratio of 1:1 that can be settled
electronically through and held in CREST, as issued by the
Depositary who holds the underlying securities on trust;
|
"EBITDA"
|
profit before depreciation, amortisation,
interest, tax and share-based payment charges and associated
employer tax charges;
|
"EMI
Option"
|
vested Options that were granted by Windward to
employees resident in the United Kingdom and which qualify under
the provisions of Schedule 5 to the United Kingdom Income Tax
(Earnings and Pensions) Act 2003;
|
"Exchange
Act"
|
the United States Securities Exchange Act of
1934, as amended;
|
"FCA" or
"Financial Conduct Authority"
|
the United Kingdom's Financial Conduct
Authority;
|
"General
Meeting"
|
the extraordinary general meeting of Windward
Shareholders (including any adjournment thereof) to be convened in
connection with the Acquisition;
|
"IPO"
|
the Company's initial public offering on
AIM;
|
"Israeli
Companies Law"
|
the Israeli Companies Law, 5759-1999, as
amended from time to time and any rules and regulations promulgated
thereunder;
|
"Israeli Tax
Authority"
|
the Israel Tax Authority;
|
"Israeli Tax
Ordinance"
|
the Israeli Income Tax Ordinance (New Version),
5721-1961;
|
"Latest
Practicable Date"
|
23 December 2024, being the last Business Day
prior to the date of this Announcement;
|
"London Stock
Exchange"
|
London Stock Exchange plc;
|
"Market Abuse
Regulation"
|
Regulation (EU) No 596/2014 (as it forms part
of Retained EU Law (as defined in the European Union (Withdrawal)
Act 2018));
|
"Material
Adverse Effect"
|
as defined in the Merger Agreement, but broadly
means any state of facts, change, effect, condition, development,
event or occurrence which, individually or in the aggregate, would
or would reasonably be expected to have a material and adverse
effect on the assets, properties, financial conditions, operating
results related to Windward's business as currently conducted,
excluding certain force majeure events;
|
"Merger
Agreement"
|
the merger agreement dated 24 December 2024 and
entered into between Windward, Bidco and SPV;
|
"Option"
|
an option to purchase Windward Shares pursuant
to any Windward Share Incentive Plan;
|
"Reinvesting
Managers"
|
Ami Daniel (Chief Executive Officer), Matan
Peled (Co-Founder and Head of US Business), Ofer Segev
(Chief Financial Officer) and each other member of
management who has agreed to participate in the
Reinvestment;
|
"Remuneration
Committee"
|
the remuneration committee of the Board of
Windward;
|
"RSU"
|
a restricted stock unit granted under any
Windward Share Incentive Plan in respect of Windward Shares
(whether or not subject to performance
conditions);
|
"Superior
Proposal"
|
as defined in the Merger Agreement, but broadly
means a proposal where, among other things, the consideration
payable thereunder to the Windward Shareholders is not less than
110% of the consideration offered by Fund under the terms of the
Acquisition and would be more favourable to the Windward
Shareholders than the Acquisition;
|
"United
Kingdom" or "UK"
|
the United Kingdom of Great Britain and
Northern Ireland;
|
"United
States" or "US"
|
the United States of America, its territories
and possessions, any state of the United States of America, the
District of Columbia and all other areas subject to its
jurisdiction and any political sub-division thereof;
|
"Windward
Executive Directors"
|
Ami Daniel and Ofer Segev;
|
"Windward
Independent Directors"
|
The Lord Browne of Madingley, Guy Mason, Tom
Hutton, Stuart Kilpatrick and Claire Perry O'Neill;
|
"Windward
Share Incentive Plans"
|
the Windward Ltd. Global Share Incentive Plan
(2011) and the Windward Ltd. Amended and Restated Global Share
Incentive Plan (2021);
|
"Windward
Shareholder"
|
a holder of a Windward Share from time to time;
and
|
"Windward
Shares"
|
the existing unconditionally allotted or issued
and fully paid ordinary shares of no par value each in the capital
of Windward and any further such ordinary shares which are
unconditionally allotted or issued before the date on which the
Acquisition becomes effective in accordance with the Israeli
Companies Law, and, includes, where the context requires,
Depositary Interests in respect of such shares.
|
All references to (i) "pounds", "pounds Sterling", "Sterling", "£", "pence", "penny" and "p" are to the lawful currency of the
United Kingdom; and (ii) "US
dollars" and "US$"
are to the lawful currency of the US.
All the times referred to in this announcement
are London times unless otherwise stated.
References to the singular include the plural
and vice versa.
APPENDIX 2
DETAILS OF IRREVOCABLE
UNDERTAKINGS
1. Irrevocable undertakings
from Windward Directors and Reinvesting Managers
|
Number of Windward
Shares
|
Percentage of Windward's issued share
capital
|
Amiad (Ami)
Daniel
|
6,479,406
|
7.40%
|
The Lord Browne of
Madingley
|
352,262
|
0.40%
|
Ofer Segev
|
130,686
|
0.15%
|
Roderick Guy
Mason
|
73,900
|
0.08%
|
George Thompson (Tom)
Hutton
|
73,900
|
0.08%
|
Stuart Charles
Kilpatrick
|
73,900
|
0.08%
|
Matan
Peled
|
5,861,838
|
6.70%
|
Other Reinvesting
Managers
|
818,074
|
0.93%
|
These undertakings remain binding in the event
a competing offer is made for Windward.
The obligations under these irrevocable
undertakings will lapse from the earlier to occur of the
following:
·
Completion;
·
the earlier of (i) the 12-month anniversary of the
termination of the Merger Agreement in accordance with its terms,
unless the Merger Agreement is terminated in circumstances where no
Acquisition Proposal has been publicly announced on or prior to the
date of such termination or, if so announced, such Acquisition
Proposal has been irrevocably withdrawn or otherwise abandoned, in
which case it will be the date of termination of the Merger
Agreement and (ii) the nine month anniversary of the termination of
the Merger Agreement in circumstances where the break fee under the
Merger Agreement is payable and is actually paid;
·
the date of entry into or effectiveness of any amendment,
modification or waiver of any provision of the Merger Agreement
that, without the prior written consent of the relevant Windward
Shareholder in its capacity as such, (i) reduces the amount or
changes the form of the consideration payable to such Windward
Shareholder pursuant to the Announcement or (ii) otherwise
materially and adversely affects the economic interests of such
Windward Shareholder; and
·
the date on which Bidco and the Windward Shareholder mutually
agree in writing to terminate the irrevocable
undertaking.
2. Irrevocable undertakings
from other Windward Shareholders
|
Number of Windward
Shares
|
Percentage of Windward's issued share
capital
|
Aleph, LP and
Aleph-Aleph, LP
|
13,941,461
|
15.92%
|
XL Innovate Fund,
LP
|
6,180,129
|
7.06%
|
Starry
Leader Limited
|
4,584,960
|
5.24%
|
West Elk
Capital, LLC
|
4,420,000
|
5.05%
|
Eliot
International Limited
|
3,056,640
|
3.49%
|
La Maison
ITF S.Ã .r.l.
SICAR
|
2,731,977
|
3.12%
|
Dowgate Wealth
Limited
|
2,276,847
|
2.60%
|
Oscar Time
Limited
|
308,382
|
0.35%
|
Gresham House Asset
Management Ltd
|
4,128,226
|
4.72%
|
These undertakings (other than
that provided by Gresham House Asset Management Ltd)
remain binding in the event a competing offer is made for
Windward.
The obligations under the
irrevocable undertakings above (other than that provided by
Gresham House Asset Management Ltd) will lapse from
the earlier to occur of the following:
·
Completion;
·
the 12-month anniversary of the termination of the Merger
Agreement in accordance with its terms, unless the Merger Agreement
is terminated in circumstances where no Acquisition Proposal has
been publicly announced on or prior to the date of such termination
or, if so announced, such Acquisition Proposal has been irrevocably
withdrawn or otherwise abandoned, in which case it will be the date
of termination of the Merger Agreement;
·
the date of entry into or effectiveness of any amendment,
modification or waiver of any provision of the Merger Agreement
that, without the prior written consent of the relevant Windward
Shareholder in its capacity as such, (i) reduces the amount or
changes the form of the consideration payable to such Windward
Shareholder pursuant to the Announcement or (ii) otherwise
materially and adversely affects the economic interests of such
Windward Shareholder; and
·
the date on which Bidco and the Windward Shareholder mutually
agree in writing to terminate the irrevocable
undertaking.
The irrevocable undertaking provided by
Gresham House Asset Management Ltd will
lapse:
·
from the earlier to occur of (i) Completion and (ii) the
termination of the Merger Agreement in accordance with its terms,
unless the Merger Agreement is terminated in circumstances where no
Acquisition Proposal has been publicly announced on or prior to the
date of such termination or, if so announced, such Acquisition
Proposal has been irrevocably withdrawn or otherwise abandoned, in
which case it will be the date of termination of the Merger
Agreement; and
·
from the date of announcement by a third party (other than a
company controlled by Bidco) of an offer or scheme of arrangement
to acquire in cash the entire issued share capital of Windward at a
price of not less than 105% of the cash consideration offered by
Bidco under the Merger Agreement.
3. Letters of intent from
Windward Shareholders
|
Number of Windward
Shares
|
Percentage of Windward's issued share
capital
|
Canaccord Genuity
Asset Management
|
7,700,000
|
8.80%
|
Gresham House Asset
Management Ltd
|
4,128,226
|
4.72%
|
Bidco has received non-binding letters of
intent from each of (i) Canaccord Genuity Asset Management and (ii)
Gresham House Asset Management Ltd, confirming their respective
intentions to vote (or procure a vote) in favour of the Acquisition
at a General Meeting in respect of their respective holdings of
Windward Shares.