Tungsten Corporation PLC Statement re Potential Competing Offerors (9344L)
May 18 2022 - 11:48AM
UK Regulatory
TIDMTUNG
RNS Number : 9344L
Tungsten Corporation PLC
18 May 2022
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN ANY JURISDICTION
WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR
REGULATIONS OF SUCH JURISDICTION.
THIS ANNOUNCEMENT IS AN ANNOUNCEMENT FALLING UNDER RULE 2.8 OF
THE CITY CODE ON TAKEOVERS AND MERGERS (THE "CODE").
THE INFORMATION CONTAINED WITHIN THIS ANNOUNCEMENT IS DEEMED BY
THE COMPANY TO CONSTITUTE INSIDE INFORMATION AS STIPULATED UNDER
ARTICLE 7 OF THE MARKET ABUSE REGULATION (EU) 596/2014 AS AMENDED
BY REGULATION 11 OF THE MARKET ABUSE (AMENDMENT) (EU EXIT)
REGULATIONS 2019/310.
FOR IMMEDIATE RELEASE.
18 May 2022
Tungsten Corporation plc ("Tungsten")
Statement regarding potential competing offerors
On 24 March 2022, T ungsten announced that the boards of
directors of Tungsten and Project California Bidco Limited
("Bidco"), a newly-formed vehicle, indirectly wholly-owned by Kofax
Parent Limited ("Kofax") had reached agreement on the terms and
conditions of a recommended all cash offer to be made by Bidco for
the entire issued, and to be issued, ordinary share capital of
Tungsten.
In addition, Tungsten announced on 24 March 2022 that it was in
discussions with a small number of other parties in relation to
possible alternative offer(s) for the entire issued and to be
issued ordinary share capital of Tungsten (the "Potential Competing
Offerors") which includes Pagero Group AB ("Pagero").
On 21 April 2022 Tungsten announced that one of the Potential
Competing Offerors had confirmed to Tungsten that it had no
intention of making an offer for Tungsten and accordingly
discussions with them had terminated, and that in addition to
Pagero, Tungsten remained in discussions with one other Potential
Competing Offeror.
On 9 May 2022, Tungsten announced that the boards of directors
of Tungsten and Pagero Group AB ("Pagero") had agreed the terms of
a recommended all cash offer to be made by Pagero for the entire
issued, and to be issued, ordinary share capital of Tungsten (the
"Pagero Offer").
On 9 May 2002, Tungsten announced that the directors of Tungsten
confirmed that they have withdrawn their recommendation in favour
of the acquisition of Tungsten by Bidco, a newly-formed vehicle,
indirectly wholly-owned by Kofax, (the "Kofax Offer") and that they
intend to recommend unanimously that Tungsten shareholders accept
the Pagero Offer.
Tungsten wishes to advise that the other Potential Competing
Offeror has now confirmed to T ungsten that it has no intention of
making an offer for Tungsten and accordingly discussions with them
have now terminated.
The Potential Competing Offeror has consented to the release of
this announcement and is bound by the restrictions under Rule 2.8
of the Code for six months following the date of this
announcement.
Under Note 2 on Rule 2.8 of the Code, the Potential Competing
Offeror has reserved the right to set the restrictions in Rule 2.8
aside in the following circumstances:
a. with the agreement of the board of Tungsten;
b. if a third party (in addition to Kofax and Pagero), announces
a firm intention to make an offer for Tungsten;
c. if Tungsten announces a "whitewash" proposal (see Note 1 of
the Notes on Dispensations from Rule 9) or a reverse takeover (as
defined in the Code); and
d. if there has been a material change of circumstances (as
determined by the Panel on Takeovers and Mergers).
Enquiries
Tungsten Corporation plc Tel: +44 (0) 20 7280 6980
Paul Cooper, Chief Executive Officer
Canaccord Genuity Limited (Financial Tel: +44 (0) 20 7523 8000
Adviser, Nominated Adviser and
Corporate Broker to Tungsten)
Simon Bridges
Andrew Potts
Tavistock (financial PR and IR) Tel: +44 (0) 20 7920 3150
Heather Armstrong tungstencorp@tavistock.co.uk
Katie Hopkins
Important notices
This announcement is not intended to, and does not, constitute
or form part of any offer, invitation or the solicitation of an
offer to purchase, otherwise acquire, subscribe for, sell or
otherwise dispose of, any securities or the solicitation of any
vote in any jurisdiction whether pursuant to this announcement or
otherwise, nor shall there be any sale of securities in any
jurisdiction in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the
securities laws of any such jurisdiction.
The release, publication or distribution of this announcement in
whole or in part, directly or indirectly, in, into or from certain
jurisdictions outside the United Kingdom may be restricted by law
and therefore persons into whose possession this announcement comes
should inform themselves about, and observe, such restrictions. Any
failure to comply with the restrictions may constitute a violation
of the securities law of any such jurisdiction.
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END
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