Top Image Systems Files Definitive Proxy for Acquisition by Kofax
March 13 2019 - 2:45PM
Top Image Systems Ltd. (the “Company”) (NASDAQ:TISA), today
announced that it has filed, on March 12, 2019, its definitive
proxy in connection with the Company’s previously announced
acquisition by Kofax Holdings International Ltd.
Top Image Systems Ltd. shareholders are cordially invited to
attend an extraordinary general meeting of shareholders to be held
at the principal business office of TIS, located at Mixer House,
Rokach Blvd 101, Tel Aviv, Israel 6153101, on April 4, 2019, at
10:00 AM local time.
On February 4, 2019, the Company announced that it had entered
into the Merger Agreement (defined below) on February 3, 2019,
under which the Company will be acquired, by way of a merger, by
Kofax Holdings International Ltd., a private limited company
incorporated under the Laws of England and Wales (the
“Parent”).
At the meeting, shareholders of the Company will be asked to
consider and vote upon the following proposals:
- Approval of the acquisition of the Company by the Parent,
including the approval of: (i) the Agreement and Plan of Merger,
dated as of February 3, 2019 (as it may be amended from time to
time, the “Merger Agreement”), by and among the Company, Parent,
Kofax, Inc. a company organized under the Laws of the State of
Delaware (the “Ultimate Parent”) and Tornely Ltd., an Israeli
company and a wholly-owned subsidiary of Parent (“Merger Sub”);
(ii) the merger of Merger Sub with and into the Company (the
“Merger”) on the terms and subject to the conditions set forth in
the Merger Agreement and in accordance with Sections 314-327 of the
Israeli Companies Law, 5759-1999, following which Merger Sub will
cease to exist as a separate legal entity and the Company will
become a wholly-owned subsidiary of Parent; (iii) the consideration
to be received by the shareholders of the Company in the Merger,
consisting of $0.86 in cash, without interest and less any
applicable withholding taxes (the “Merger Consideration”), for each
ordinary share of the Company (other than ordinary shares owned by
the Company, the Parent or any of their respective direct or
indirect subsidiaries) outstanding immediately prior to the
effective time of the Merger; and (iv) all other transactions and
arrangements contemplated by the Merger Agreement. We refer to this
proposal as the “Merger Proposal.”
- Approval, on a non-binding, advisory basis, of
certain compensation that may be paid or become payable to the
Company’s executive officers in connection with the Merger and the
agreements and understandings pursuant to which such compensation
may be paid or become payable. We refer to this proposal as
the “Advisory Proposal.”
The Company’s shareholders will have the opportunity to hear
from representatives of the Company’s management, who will be
available at the meeting to answer questions from shareholders.
A copy of the Merger Agreement was attached as Exhibit 2.1 to
the Company’s Current Report on Form 8-K that was filed with the
U.S. Securities and Exchange Commission (the “SEC”) on February 4,
2019 and is also attached as Annex A to the Proxy
Statement.
The board of directors of the Company has unanimously determined
that the Merger Agreement, the Merger, the Merger Consideration and
all other transactions and arrangements contemplated by the Merger
Agreement including, without limitation, the purchase of run-off
directors’ and officers’ liability insurance, are in the best
interests of TIS’s shareholders.
Additional information can be found in the definitive Proxy
Statement.
About Top Image Systems Top Image Systems™
(TIS™) Ltd. is a global innovator of on-premise and cloud-based
applications that optimize content-driven business processes such
as procure to pay operations, remittance processing, integrated
receivables, customer response management and more. Whether
originating from mobile, electronic, paper or other sources, TIS
solutions automatically capture, process and deliver content across
enterprise applications, transforming information entering an
organization into useful and accessible electronic data, delivering
it directly and efficiently to the relevant business system or
person for action with as little manual handling as possible. TIS’
solutions are marketed in more than 40 countries through a
multi-tier network of distributors, system integrators, value-added
resellers and strategic partners. Visit the company's website
at https://www.topimagesystems.com/ for more information.
Top Image Systems Caution Concerning Forward-Looking
Statements
Certain matters discussed in this news release are
forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995. Forward-looking
statements involve known and unknown risks, uncertainties and other
factors that may cause our actual results to be materially
different from any future results expressed or implied in those
forward-looking statements. Words such as "will," "expects,"
"anticipates," "estimates," and words and terms of similar
substance in connection with any discussion of future operating or
financial performance identify forward-looking statements. These
statements are based on management's current expectations or
beliefs and are subject to a number of risks and uncertainties that
could cause actual results to differ materially including, but not
limited to, risks in product development, approval and introduction
plans and schedules, rapid technological change, customer
acceptance of new products, the impact of competitive products and
pricing, the lengthy sales cycle, proprietary rights of TIS and its
competitors, risk of operations in Israel, government regulation,
litigation, general economic conditions and other risk factors
detailed in the Company's most recent annual report on Form 20-F
and other subsequent filings with the United States Securities and
Exchange Commission. We are under no obligation to, and expressly
disclaim any obligation to, update or alter our forward-looking
statements, whether as a result of new information, future events
or otherwise.
TIS Investors Contact: James Carbonara,
Regional Vice President, Hayden IR james@haydenir.com + 1 646 755
7412
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