TIDMSPE
RNS Number : 3924Z
Sopheon PLC
11 January 2024
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD
CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF THAT
JURISDICTION
FOR IMMEDIATE RELEASE
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
11 January 2024
RECOMMED CASH OFFER
by
IOPS BUYER INC.
(a wholly-owned subsidiary of Wellspring Worldwide Inc.)
for
SOPHEON PLC
Satisfaction of NSIA Condition
On 31 October 2023 the board of directors of Sopheon plc
("Sopheon") (the "Sopheon Directors") announced an agreement in
principle with the board of directors of IOps Buyer Inc. ("Bidco"),
a wholly-owned subsidiary of Wellspring Worldwide Inc.
("Wellspring"), on the terms of a possible cash offer for the
entire issued and to be issued share capital of Sopheon.
On 22 December 2023, Bidco and Sopheon announced that they had
reached agreement on the terms of a recommended cash offer to be
made by Bidco for the entire issued and to be issued share capital
of Sopheon (the "Acquisition" and the "Rule 2.7 Announcement").
The Rule 2.7 Announcement set out that the Acquisition will be
implemented by way of a Court-sanctioned scheme of arrangement
under Part 26 of the Companies Act 2006 (although Bidco reserves
the right to effect the Acquisition by way of a Takeover Offer,
with the consent of the Takeover Panel and subject to the terms of
the Co-operation Agreement) and that the Acquisition is
conditional, amongst other things, on satisfaction of the NSIA
Condition set out at paragraph 3(a) of Part A of Appendix I of the
Rule 2.7 Announcement.
On 10 January 2024, Bidco received a notification from the
Secretary of State that it will not be taking any further action in
relation to the Acquisition. The boards of directors of Bidco and
Sopheon are subsequently pleased to confirm that the NSIA Condition
has been satisfied.
The Acquisition remains subject to certain other Conditions,
including (but not limited to) (i) approval of the Scheme by Scheme
Shareholders, (ii) the passing of the Resolution necessary to
implement the Scheme by the requisite majority at the General
Meeting, (iii) sanction of the Scheme by the Court at the Sanction
Hearing, (iv) delivery of a copy of the Court Order to the
Registrar of Companies and (v) the satisfaction (or, where
applicable, waiver) of the remaining general Conditions set out in
Appendix I of the Rule 2.7 Announcement. The full terms and
conditions will be set out in the Scheme Document.
Timetable
An expected timetable of key events relating to the Acquisition
will be provided in the Scheme Document which is expected to be
published and sent to Scheme Shareholders on or around 16 January
2024. A further announcement will be made by Sopheon following the
posting of the Scheme Document to Scheme Shareholders.
Capitalised terms used but not otherwise defined in this
Announcement shall have the meaning given to them in the Rule 2.7
Announcement.
Enquiries:
Sopheon via Cavendish
Andy Michuda, Executive Chairman
Greg Coticchia, Chief Executive Officer
Arif Karimjee, Chief Financial Officer
Cavendish (Nominated Adviser and Broker to the Company) +44 (0) 20 7220 0500
Henrik Persson
Carl Holmes
Abigail Kelly
George Dollemore
Resurgens, Wellspring and Bidco via Raymond James
Adi Filipovic
Fred Sturgis
Danny Carpenter
Raymond James (Financial Adviser to Resurgens, Wellspring and Bidco) +44 (0) 20 3798 5700
Junya Iwamoto
Felix Beck
King & Spalding International LLP are retained as legal
advisers to Resurgens, Wellspring and Bidco.
Squire Patton Boggs (UK) LLP are retained as legal adviser to
Sopheon.
Important Notices
Cavendish, which is authorised and regulated in the United
Kingdom by the FCA, is acting as financial adviser to Sopheon and
no one else in connection with the matters described in this
Announcement and will not be responsible to anyone other than
Sopheon for providing the protections offered to clients of
Cavendish or for providing advice in connection with any matter
referred to in this Announcement. Neither Cavendish nor any of its
affiliates (nor their respective directors, officers, employees or
agents) owes or accepts any duty, liability or responsibility
whatsoever (whether direct or indirect, whether in contract, in
tort, under statute or otherwise) to any person who is not a client
of Cavendish in connection with this Announcement, any statement
contained herein, the Scheme or otherwise. No representation or
warranty, express or implied, is made by Cavendish as to the
contents of this Announcement.
Raymond James, which is authorised and regulated in the United
Kingdom by the FCA, is acting as financial adviser to Resurgens,
Wellspring and Bidco and no-one else in connection with the matters
described in this Announcement and will not be responsible to
anyone other than Resurgens, Wellspring or Bidco for providing the
protections afforded to clients of Raymond James nor for providing
advice in connection with the matters referred to herein. Neither
Raymond James nor any of its affiliates owes or accepts any duty,
liability or responsibility whatsoever (whether direct or indirect,
whether in contract, in tort, under statute or otherwise) to any
person who is not a client of Raymond James in connection with this
Announcement, any statement contained herein, the Acquisition or
otherwise.
Further Information
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 service 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.
Publication on website
In accordance with Rule 26.1 of the Code, a copy of this
Announcement will be made available (subject to certain
restrictions relating to persons resident in Restricted
Jurisdictions), free of charge, on Sopheon's website at
www.sopheon.com/investors and on Bidco's website at
https://offer.wellspring.com/news by no later than 12:00 noon on
the Business Day following this Announcement. Neither the contents
of this website nor the content of any other website accessible
from hyperlinks on such websites is incorporated into, or forms
part of, this Announcement.
Disclosure requirements of the Code
Under Rule 8.3(a) of the Code, any person who is interested in
1% or more of any class of relevant securities of an offeree
company or of any securities exchange offeror (being any offeror
other than an offeror in respect of which it has been announced
that its offer is, or is likely to be, solely in cash) must make an
Opening Position Disclosure following the commencement of the offer
period and, if later, following the announcement in which any
securities exchange offeror is first identified. An Opening
Position Disclosure must contain details of the person's interests
and short positions in, and rights to subscribe for, any relevant
securities of each of (i) the offeree company and (ii) any
securities exchange offeror(s). An Opening Position Disclosure by a
person to whom Rule 8.3(a) applies must be made by no later than
3:30 p.m. (London time) on the 10th business day following the
commencement of the offer period and, if appropriate, by no later
than 3:30 p.m. (London time) on the 10th business day following the
announcement in which any securities exchange offeror is first
identified. Relevant persons who deal in the relevant securities of
the offeree company or of a securities exchange offeror prior to
the deadline for making an Opening Position Disclosure must instead
make a Dealing Disclosure.
Under Rule 8.3(b) of the Code, any person who is, or becomes,
interested in 1% or more of any class of relevant securities of the
offeree company or of any securities exchange offeror must make a
Dealing Disclosure if the person deals in any relevant securities
of the offeree company or of any securities exchange offeror. A
Dealing Disclosure must contain details of the dealing concerned
and of the person's interests and short positions in, and rights to
subscribe for, any relevant securities of each of (i) the offeree
company and (ii) any securities exchange offeror(s), save to the
extent that these details have previously been disclosed under Rule
8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies
must be made by no later than 3:30 p.m. (London time) on the
business day following the date of the relevant dealing.
If two or more persons act together pursuant to an agreement or
understanding, whether formal or informal, to acquire or control an
interest in relevant securities of an offeree company or a
securities exchange offeror, they will be deemed to be a single
person for the purpose of Rule 8.3.
Opening Position Disclosures must also be made by the offeree
company and by any offeror and Dealing Disclosures must also be
made by the offeree company, by any offeror and by any persons
acting in concert with any of them (see Rules 8.1, 8.2 and
8.4).
Details of the offeree and offeror companies in respect of whose
relevant securities Opening Position Disclosures and Dealing
Disclosures must be made can be found in the Disclosure Table on
the Takeover Panel's website at www.thetakeoverpanel.org.uk,
including details of the number of relevant securities in issue,
when the offer period commenced and when any offeror was first
identified. You should contact the Panel's Market Surveillance Unit
on +44 (0)20 7638 0129 if you are in any doubt as to whether you
are required to make an Opening Position Disclosure or a Dealing
Disclosure.
Independent advice
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.
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END
STRQKDBQFBKKBDD
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