TIDMSPE TIDMTTM
RNS Number : 8257X
Sopheon PLC
22 December 2023
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 CONTAINS INSIDE INFORMATION
FOR IMMEDIATE RELEASE
22 December 2023
RECOMMED CASH OFFER
by
IOPS BUYER INC.
(a wholly-owned subsidiary of Wellspring Worldwide Inc.)
for
SOPHEON PLC
to be effected by means of a Scheme of Arrangement
under Part 26 of the Companies Act 2006
Summary
-- 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. That
announcement set out that Wellspring were awaiting receipt of a
regulatory clearance.
-- On 21 December 2023, this regulatory clearance was received
and accordingly Bidco and Sopheon are now pleased to announce 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").
-- It is intended that the Acquisition will be implemented by
way of a Court-sanctioned scheme of arrangement under Part 26 of
the Companies Act (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).
-- Under the terms of the Acquisition, which will be subject to
the Conditions, certain further terms set out in Appendix I and to
the full terms and conditions which will be set out in the Scheme
Document, each Sopheon Shareholder will be entitled to receive:
GBP10.00 in cash per Sopheon Share
-- The Acquisition values the entire issued and to be issued
share capital of Sopheon at approximately GBP115 million.
-- The Acquisition Price represents a premium of approximately:
-- 104 per cent. to the Closing Price of 490 pence per Sopheon
Share on 30 October 2023 (being the last Business Day before the
commencement of the Offer Period);
-- 80 per cent. to the Volume Weighted Average Price of 555
pence per Sopheon Share during the three-month period ended 30
October 2023 (being the last Business Day before the commencement
of the Offer Period); and
-- 72 per cent. to the Volume Weighted Average Price of 581
pence per Sopheon Share during the six-month period ended 30
October 2023 (being the last Business Day before the commencement
of the Offer Period).
-- If any dividend or other distribution in respect of the
Sopheon Shares is declared, paid or made on or after the date of
this Announcement, Bidco reserves the right to reduce the
consideration payable for each Sopheon Share under the terms of the
Acquisition by the amount per Sopheon Share of such dividend or
distribution, in which case any reference in this Announcement to
the consideration payable under the terms of the Acquisition will
be deemed to be a reference to the consideration as so reduced. In
such circumstances, Sopheon Shareholders would be entitled to
retain any such dividend or distribution.
Background to and reasons for the Acquisition
-- Sopheon is a leading provider of end-to-end innovation
management software solutions, which help customers drive strategy
execution by providing accountability, visibility and control
across the corporate innovation lifecycle, and represents an
attractive opportunity to invest in a market leading enterprise
software business across multiple geographies.
-- The Acquisition represents an opportunity for Wellspring to
continue building a leading global innovation management software
and services provider by combining its software solutions and data
systems for managing technology transfer, intellectual property
("IP") and innovation activities, primarily for the academic,
government and corporate markets, with Sopheon's complementary
innovation and product development focus, particularly focused on
the research and development functions of larger corporate clients.
Wellspring and Sopheon are complementary in two main respects:
- firstly, from a product and service offering standpoint,
Wellspring has an established leadership position in the IP
management and technology transfer software markets, while Sopheon
has a large and established Innovation Management customer base.
With this combination, and continued investments in the combined
product portfolio, customers will benefit from the ability to
purchase an end-to-end Innovation, IP management and technology
transfer solution from a single vendor; and
- secondly, from an end-market perspective, Wellspring has an
existing leadership position in the higher education and government
markets, with an emerging corporate footprint, while Sopheon has a
leadership position in the larger corporate market and an emerging
government client footprint. The combined company will benefit from
the shared go-to-market and customer service expertise that each
business has developed.
-- The combination of the two companies should therefore create
a compelling product and services portfolio in the market for each
business's respective clients.
-- As a result of Sopheon's relative size compared to
Wellspring, and its influence in the US and European markets along
with its recent acquisition of a business in Australia, the
Acquisition also brings Wellspring materially greater scale.
Wellspring believes that Sopheon presents a platform from which to
embed and grow its geographic reach globally, a key strategic focus
area of both organic and future acquisitive growth for
Wellspring.
-- Finally, Wellspring believes that in order to maximise its
future potential, Sopheon would be better suited to a private
company environment, where initiatives to improve the performance
of the business can be implemented effectively, working in tandem
with Wellspring, free from the requirement to meet the public
equity market's shorter-term reporting requirements and
expectations.
Recommendation
-- The Sopheon Directors, who have been so advised by Cavendish
as to the financial terms of the Acquisition, consider the terms of
the Acquisition to be fair and reasonable. In providing its advice
to the Sopheon Directors, Cavendish has taken into account the
commercial assessments of the Sopheon Directors. Cavendish is
providing independent financial advice to the Sopheon Directors for
the purposes of Rule 3 of the Code.
-- Accordingly, the Sopheon Directors intend to recommend
unanimously that the Sopheon Shareholders vote or procure votes in
favour of the Scheme at the Court Meeting and the Resolution to be
proposed at the General Meeting (or, subject to the terms of the
Co-operation Agreement and with the consent of the Takeover Panel,
if Bidco exercises its right to implement the Acquisition by way of
a Takeover Offer, to accept such offer), as the Sopheon Directors
who hold Sopheon Shares (in a personal capacity or through a
nominee) have irrevocably undertaken to do in respect of their own
(and their connected persons') beneficial holdings of 2,340,668
Sopheon Shares (representing, in aggregate, approximately 21.89 per
cent. of the Sopheon Shares in issue on 21 December 2023 (being the
last Business Day prior to the date of this Announcement)).
Irrevocable undertakings
-- In addition to the irrevocable undertakings from the Sopheon
Directors referred to immediately above, Bidco has also received
irrevocable undertakings to vote or procure votes in favour of the
Scheme at the Court Meeting and the Resolution to be proposed at
the General Meeting (or, if Bidco exercises its right to implement
the Acquisition by way of a Takeover Offer, to accept such offer)
from Rivomore Limited in respect of 2,074,308 Sopheon Shares (held
in a personal capacity or through a nominee) representing, in
aggregate, approximately 19.40 per cent. of the Sopheon Shares in
issue on 21 December 2023 (being the last Business Day prior to the
date of this Announcement).
-- In total therefore, as at the date of this Announcement,
Bidco has received irrevocable undertakings to vote or procure
votes in favour of the Scheme at the Court Meeting and the
Resolution to be proposed at the General Meeting (or, if Bidco
exercises its right to implement the Acquisition by way of a
Takeover Offer, to accept such offer) with respect to a total of
4,414,976 Sopheon Shares (representing approximately 41.29 per
cent. of the Sopheon Shares in issue on 21 December 2023 (being the
last Business Day prior to the date of this Announcement)).
-- Further details of these irrevocable undertakings (including
details of the circumstances in which they cease to be binding) are
set out in Appendix III to this Announcement.
Information on Bidco, Wellspring and Resurgens
-- Bidco has been incorporated under the laws of the State of
Delaware, United States of America for the purposes of the
Acquisition. It has not traded since its incorporation. Bidco is a
wholly-owned subsidiary of Wellspring.
-- Founded in 2003 as a spin-off from Carnegie Mellon
University, Wellspring is a leading provider of software solutions
and data systems for managing technology transfer, IP and
innovation activities, primarily for the academic, government and
corporate markets. Its suite of solutions cover: (i) invention, IP
and contract management, by storing and managing all agreements and
critical documentation relating to an organisation's IP; (ii)
technology transfer and IP licensing, managing the purchasing and
selling or monetisation of technology and research between
corporations, universities and government agencies; (iii) research
and development workflow management, delivering visibility of those
efforts throughout an organisation; and (iv) 'technology scouting'
and intelligence, enabling users to view all relevant patents,
news, research and other information to identify, evaluate and
monitor technological development. Wellspring, headquartered in
Chicago with additional offices in London and Tokyo, works with
more than 500 organisations worldwide.
-- Resurgens is a technology-focused private equity firm
investing in North American and select European lower middle-market
application and IT infrastructure software businesses. Resurgens'
growing team offers a diversity of investing, operating and talent
management experience, applying an active and engaged value
creation approach with each portfolio company. Resurgens is
headquartered in Atlanta, Georgia, USA with additional
professionals located in Austin, London and Silicon Valley.
Timetable and Conditions
-- It is intended that the Acquisition be implemented by way of
a Court-sanctioned scheme of arrangement under Part 26 of the
Companies Act. The purpose of the Scheme is to provide for Bidco to
acquire the whole of the issued and to be issued share capital of
Sopheon. The Scheme will be put to Sopheon Shareholders at the
Court Meeting and to Sopheon Shareholders at the General Meeting.
In order to become Effective, the Scheme must be approved by a
majority in number of the Sopheon Shareholders voting at the Court
Meeting, either in person or by proxy, representing at least 75 per
cent. in value of the Scheme Shares voted. The Resolution must also
be approved by Sopheon Shareholders at the General Meeting. The
General Meeting is expected to be held immediately after the Court
Meeting.
-- The Scheme will also need to be sanctioned by the Court.
Finally, a copy of the Court Order must be delivered to the
Registrar of Companies for registration, upon which the Scheme will
become Effective.
-- The Acquisition will be made in accordance with the Code and
is subject to the Conditions and certain further terms set out in
Appendix I, and to the full terms and conditions which will be set
out in the Scheme Document. The Conditions include the receipt of
regulatory approvals as further described in this Announcement.
-- It is expected that the Scheme Document, containing further
information about the Acquisition and notices of the Court Meeting
and the General Meeting, together with the associated Forms of
Proxy, will be posted to Sopheon Shareholders within 28 days of
this Announcement (or such later time as Sopheon, Bidco and the
Takeover Panel agree) and the Court Meeting and the General Meeting
are each expected to be held as soon as possible thereafter, giving
the required notice for such meetings.
-- The Acquisition is currently expected to be completed during
the first quarter of 2024, subject to the satisfaction or (where
applicable) waiver of the Conditions. An expected timetable of key
events relating to the Acquisition will be provided in the Scheme
Document.
Commenting on the Acquisition, Sean Downs CEO of Wellspring,
said:
"We are excited to be announcing the proposed acquisition of
Sopheon, which we believe represents a compelling opportunity for
all stakeholders, with the full recommendation of its Board.
Sopheon is a clear leader in providing innovation management
software solutions, which we have followed for some time. We
believe the company aligns closely with Wellspring in terms of both
strategy and culture, and the combination of our two businesses
represents an opportunity to build a leading global innovation
management software and services provider with a compelling product
and services portfolio. "
Commenting on the Acquisition, Andy Michuda , Chairman of
Sopheon, said:
"I very much thank our investors, in particular our long-time
investors, who have supported Sopheon through our evolution and am
pleased that we have secured an acquisition price with such a solid
premium. I am also excited for our employees and clients to grow
and thrive going forward as part of the enlarged group.
This acquisition is about two companies with a common vision
bringing together complimentary products, customers, and employee
talent. The combination has a unique opportunity to set a new
leadership standard for the Innovation Ops market, supporting the
innovation product life cycle from emerging tech transfer, to
product commercialization, through end-of-life."
This summary should be read in conjunction with, and is subject
to, the full text of this Announcement and its Appendices. In
particular, the Acquisition is subject to the Conditions and
certain further terms set out in Appendix I and to the full terms
and conditions which will be set out in the Scheme Document.
Appendix II contains details of sources of information and bases of
calculation contained in this Announcement. Appendix III contains
certain details relating to the irrevocable undertakings referred
to in this Announcement. Appendix IV contains definitions of
certain terms used in this 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 +44 (0) 20 7220
Company) 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, +44 (0) 20 3798
Wellspring and Bidco) 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 Capital Markets Limited ("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 Financial International Limited ("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.
Overseas Shareholders
This Announcement has been prepared for the purpose of complying
with English law, the AIM Rules and the Code and the information
disclosed may not be the same as that which would have been
disclosed if this Announcement had been prepared in accordance with
the laws of jurisdictions outside the United Kingdom.
The laws of the relevant jurisdictions may affect the
availability of the Acquisition to persons who are not resident in
the United Kingdom. Persons who are not resident in the United
Kingdom, or who are subject to laws of any jurisdiction other than
the United Kingdom, should inform themselves about, and observe any
applicable requirements. Any person (including, without limitation,
nominees, trustees and custodians) who would, or otherwise intends
to, forward this Announcement, the Scheme Document or any
accompanying document to any jurisdiction outside the United
Kingdom should refrain from doing so and seek appropriate
professional advice before taking any action. In particular, the
ability of persons who are not resident in the United Kingdom to
vote their Sopheon Shares at the Court Meeting or the General
Meeting, or to execute and deliver Forms of Proxy appointing
another to vote their Sopheon Shares in respect of the Court
Meeting or the General Meeting on their behalf, may be affected by
the laws of the relevant jurisdiction in which they are
located.
Any failure to comply with the applicable legal or regulatory
requirements may constitute a violation of the laws and/or
regulations of any such jurisdiction. To the fullest extent
permitted by applicable law, the companies and persons involved in
the Acquisition disclaim any responsibility and liability for the
violation of such restrictions by any person.
The Acquisition will not be made, directly or indirectly, in or
into or by use of the mails or any other means or instrumentality
(including, without limitation, telephonic or electronic) of
interstate or foreign commerce of, or any facility of a national,
state or other securities exchange of, a Restricted Jurisdiction,
and the Acquisition will not be capable of acceptance by any such
use, means, instrumentality or facility or from within a Restricted
Jurisdiction. Accordingly, copies of this Announcement and formal
documentation relating to the Acquisition are not being, and must
not be, directly or indirectly, mailed or otherwise forwarded or
distributed in, into or from a Restricted Jurisdiction and persons
receiving this Announcement (including custodians, nominees and
trustees) must not distribute or send it into or from a Restricted
Jurisdiction. In the event that the Acquisition is implemented by
way of a Takeover Offer and extended into the US, Bidco will do so
in satisfaction of the procedural and filing requirements of US
securities laws at that time, to the extent applicable thereto. The
Acquisition relates to the shares of a company incorporated in
England and it is proposed to be made by means of a scheme of
arrangement provided for under English law. The Scheme will relate
to the shares of a UK company that is a "foreign private issuer" as
defined under Rule 3b-4 under the US Exchange Act. A transaction
effected by means of a scheme of arrangement is not subject to any
shareholder vote, proxy solicitation and tender offer rules under
the US Exchange Act.
Accordingly, the Scheme is subject to the disclosure
requirements and practices applicable in the UK to schemes of
arrangement, which differ from the disclosure requirements and
practices of US shareholder vote, proxy solicitation or tender
offer rules. Financial information included in the relevant
documentation will have been prepared in accordance with accounting
standards applicable in the UK and may not be comparable to the
financial information of, or the accounting standards applicable
to, US companies. However, if Bidco were to elect to implement the
Acquisition by means of a Takeover Offer, such Takeover Offer shall
be made in compliance with all applicable laws and regulations,
including section 14(e) of the US Exchange Act and Regulation 14E
thereunder, if applicable. Such Takeover Offer would be made in the
US by Bidco and no one else. In addition to any such Takeover
Offer, Bidco, certain affiliated companies and the nominees or
brokers (acting as agents) may make certain purchases of, or
arrangements to purchase, shares in Sopheon outside such Takeover
Offer during the period in which such Takeover Offer would remain
open for acceptance. If such purchases or arrangements to purchase
are made they would be made outside the United States in compliance
with applicable law, including the US Exchange Act. It may be
difficult for a US-based investor to enforce his or her rights and
any claim he or she may have arising under US securities laws,
since the Scheme relates to the shares of a company located in the
UK, and some or all of its officers and directors may be residents
of non-US jurisdictions. A US-based investor may not be able to sue
a company located in the UK, or its officers or directors, in a
foreign court for alleged violations of US securities laws, and it
may be difficult to compel a foreign company and its affiliates to
subject themselves to a US court's judgment.
Forward-looking statements
This Announcement, oral statements made regarding the
Acquisition, and other information published by Sopheon, Bidco,
Wellspring and Resurgens may contain certain "forward-looking
statements" with respect to Sopheon, Bidco, Wellspring and
Resurgens. These forward-looking statements can be identified by
the fact that they do not relate only to historical or current
facts. Forward-looking statements often use words such as
"anticipate", "target", "expect", "estimate", "intend", "plan",
"goal", "believe", "will", "may", "should", "would", "could" or
other words or terms of similar meaning or the negative thereof.
Forward-looking statements include statements relating to, for
example, the following: (i) future capital expenditures, expenses,
revenues, earnings, synergies, economic performance, indebtedness,
financial condition, dividend policy, losses and future prospects;
(ii) business and management strategies of Resurgens, Wellspring
and/or Bidco and the expansion and growth of Sopheon and potential
synergies resulting from the Acquisition; and (iii) the effects of
government regulation on the business of Sopheon.
These forward-looking statements involve known and unknown
risks, uncertainties and other factors which may cause actual
results, performance or developments to differ materially from
those expressed in or implied by such forward-looking statements.
These forward-looking statements are based on numerous assumptions
regarding present and future strategies and environments. None of
Resurgens, Wellspring, Bidco or Sopheon, nor any of their
respective associates, directors, officers, employees or advisers,
provides any representation, assurance or guarantee that the
occurrence of the events expressed or implied in any
forward-looking statements in this Announcement will actually
occur. You are cautioned not to place undue reliance on such
forward-looking statements, which speak only as of the date hereof.
All subsequent oral or written forward-looking statements
attributable to Resurgens, Wellspring, Bidco or Sopheon or any
person acting on their behalf are expressly qualified in their
entirety by the cautionary statement above. Should one or more of
these risks or uncertainties materialise, or should underlying
assumptions prove incorrect, actual results may vary materially
from those described in this Announcement. None of Resurgens,
Wellspring, Bidco or Sopheon assume any obligation to update
publicly or revise forward-looking or other statements contained in
this Announcement, whether as a result of new information, future
events or otherwise, except to the extent legally required.
No profit forecasts or estimates
No statement in this Announcement is intended as a profit
forecast or estimate for Resurgens, Wellspring, Bidco or Sopheon in
respect of any period and no statement in this Announcement should
be interpreted to mean that earnings or earnings per Sopheon Share
for the current or future financial years would necessarily match
or exceed the historical published earnings or earnings per Sopheon
Share.
Right to switch to a Takeover Offer
Subject to the terms of the Co-operation Agreement, Bidco
reserves the right to elect, with the consent of the Takeover
Panel, to implement the Acquisition by way of a Takeover Offer for
the entire issued and to be issued share capital of Sopheon as an
alternative to the Scheme. In such an event, the Takeover Offer
will be made in accordance with the terms and conditions set out in
this Announcement which would apply to the Scheme (with any
modifications or amendments to such terms and conditions as may be
required by the Takeover Panel or which are necessary as a result
of Bidco's election to implement the Acquisition by way of a
Takeover Offer), in accordance with the Co-operation Agreement and
subject to the amendments referred to in Part C of Appendix I to
this Announcement.
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.
Requesting hard copies
In accordance with Rule 30.3 of the Code, a person so entitled
may request a hard copy of this Announcement, free of charge, by
contacting Sopheon's registrar, Link Group on 0371 664 0321. Calls
are charged at the standard geographic rate and will vary by
provider. Calls outside the United Kingdom will be charged at the
applicable international rate. The helpline is open between 9:00
a.m. to 5:30 p.m., Monday to Friday excluding public holidays in
England and Wales. Please note that Link Group cannot provide any
financial, legal or tax advice and calls may be recorded and
monitored for security and training purposes.
For persons who receive a copy of this Announcement in
electronic form or via a website notification, a hard copy of this
Announcement will not be sent unless so requested. In accordance
with Rule 30.3 of the Code, a person so entitled may also request
that all future documents, announcements and information to be sent
to them in relation to the Acquisition should be in hard copy
form.
Electronic communications - information for Sopheon
Shareholders
Please be aware that addresses, electronic addresses and certain
information provided by Sopheon Shareholders, persons with
information rights and other relevant persons for the receipt of
communications from Sopheon may be provided to Bidco during the
Offer Period as required under section 4 of Appendix 4 of the Code
to comply with Rule 2.11(c) of the Code.
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.
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.
Announcement not a prospectus
This Announcement does not constitute a prospectus or prospectus
equivalent document.
Private purchases
Sopheon Shareholders should be aware that Bidco may purchase
Sopheon Shares otherwise than under the Scheme or any Takeover
Offer, including pursuant to privately negotiated purchases.
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.
Rule 2.9 of the Code
For the purposes of Rule 2.9 of the Code, Sopheon confirms that,
as at the date of this Announcement, it had in issue 10,693,079
ordinary shares of 20 pence each. No shares are held in treasury.
The ISIN for the ordinary shares is GB00BSZM1369.
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 CONTAINS INSIDE INFORMATION
FOR IMMEDIATE RELEASE
22 December 2023
RECOMMED CASH OFFER
by
IOPS BUYER INC.
(a wholly-owned subsidiary of Wellspring Worldwide Inc.)
for
SOPHEON PLC
to be effected by means of a Scheme of Arrangement
under Part 26 of the Companies Act 2006
1. Introduction
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. That
announcement set out that Wellspring were awaiting receipt of a
regulatory clearance.
On 21 December 2023, this regulatory clearance was received and
accordingly the board of directors of Sopheon and the board of
directors of Bidco are pleased to announce 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 "
).
It is intended that the Acquisition will be implemented by way
of a Court-sanctioned scheme of arrangement under Part 26 of the
Companies Act (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).
2. The Acquisition
Under the terms of the Acquisition, which will be subject to the
Conditions, certain further terms set out in Appendix I and to the
full terms and conditions which will be set out in the Scheme
Document, each Sopheon Shareholder will be entitled to receive:
GBP10.00 in cash per Sopheon Share
-- The Acquisition values the entire issued and to be issued
share capital of Sopheon at approximately GBP115 million.
-- The Acquisition Price represents a premium of approximately:
-- 104 per cent. to the Closing Price of 490 pence per Sopheon
Share on 30 October 2023 (being the last Business Day before the
commencement of the Offer Period);
-- 80 per cent. to the Volume Weighted Average Price of 555
pence per Sopheon Share during the three-month period ended 30
October 2023 (being the last Business Day before the commencement
of the Offer Period); and
-- 72 per cent. to the Volume Weighted Average Price of 581 per
Sopheon Share during the six-month period ended 30 October 2023
(being the last Business Day before the commencement of the Offer
Period).
The Sopheon Shares will be acquired by Bidco with full title
guarantee, 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 the date of this Announcement or thereafter attaching
thereto, including (without limitation) the right to receive and
retain, in full, all dividends and other distributions (if any)
declared, made or paid or any other return of capital (whether by
way of reduction of share capital or share premium account or
otherwise) made on or after the Effective Date in respect of the
Sopheon Shares.
If any dividend or other distribution in respect of the Sopheon
Shares is declared, paid or made on or after the date of this
Announcement, Bidco reserves the right to reduce the consideration
payable for each Sopheon Share under the terms of the Acquisition
by the amount per Sopheon Share of such dividend or distribution,
in which case any reference in this Announcement to the
consideration payable under the terms of the Acquisition will be
deemed to be a reference to the consideration as so reduced. In
such circumstances, Sopheon Shareholders would be entitled to
retain any such dividend or distribution.
3. Background to and reasons for the Acquisition
Sopheon is a leading provider of end-to-end innovation
management software solutions, which help customers drive strategy
execution by providing accountability, visibility and control
across the corporate innovation lifecycle, and represents an
attractive opportunity to invest in a market leading enterprise
software business across multiple geographies.
The Acquisition represents an opportunity for Wellspring to
continue building a leading global innovation management software
and services provider by combining its software solutions and data
systems for managing technology transfer, intellectual property
("IP") and innovation activities, primarily for the academic,
government and corporate markets, with Sopheon's complementary
innovation and product development focus, particularly focused on
the research and development functions of larger corporate clients.
Wellspring and Sopheon are complementary in two main respects:
-- firstly, from a product and service offering standpoint,
Wellspring has an established leadership position in the IP
management and technology transfer software markets, while Sopheon
has a large and established Innovation Management customer base.
With this combination and continued investments in the combined
product portfolio, customers will benefit from the ability to
purchase an end-to-end Innovation, IP management and technology
transfer solution from a single vendor; and
-- secondly, from an end-market perspective, Wellspring has an
existing leadership position in the higher education and government
markets, with an emerging corporate footprint, while Sopheon has a
leadership position in the larger corporate market and an emerging
government client footprint. The combined company will benefit from
the shared go-to-market and customer service expertise that each
business has developed.
The combination of the two companies should therefore create a
compelling product and services portfolio in the market for each
business's respective clients.
As a result of Sopheon's relative size compared to Wellspring,
and its influence in the US and European markets along with its
recent acquisition of a business in Australia, the Acquisition also
brings Wellspring materially greater scale. Wellspring believes
that Sopheon presents a platform from which to embed and grow its
geographic reach globally, a key strategic focus area of both
organic and future acquisitive growth for Wellspring.
Finally, Wellspring believes that in order to maximise its
future potential, Sopheon would be better suited to a private
company environment, where initiatives to improve the performance
of the business can be implemented effectively, working in tandem
with Wellspring, free from the requirement to meet the public
equity market's shorter-term reporting requirements and
expectations.
4. Sopheon trading update
On 24 August 2023, Sopheon announced the interim results of the
Sopheon Group for the six months ended 30 June 2023. A copy of that
announcement is available on the Sopheon website at
www.sopheon.com. The results announcement included the following
statements on the outlook for the Sopheon Group:
Sopheon's Executive Chairman, Andy Michuda said:
"Sopheon continues to deliver on its key growth and
transformation objectives, demonstrated in particular by
significant and sustained increases in SaaS ARR, supported by
continued high retention performance. In parallel we have delivered
substantial investment in growth initiatives and M&A that
expand our product offering, geographical footprint and market
opportunity, while maintaining cashflow discipline and EBITDA
performance. Our strong balance sheet continues to support our
ability to execute with confidence. We expect the impact of
increased investments in both marketing and product to contribute
to a stronger sales pipeline in the second half of the year and
beyond, in support of our growth objectives."
Furthermore, in the Prior Announcement, the Sopheon Board
noted:
"In addition, as referenced in the interim results the current
sales pipeline for the balance of 2023 includes yet-to-be closed
opportunities for significant perpetual extension orders from
existing military customers, alongside other opportunities. Sales
teams are busy and prior experience provides reassurance that
Sopheon's business and teams are well placed to deliver even in
challenging markets, particularly in the final quarter, but the
Sopheon Board recognises that there is a level of execution risk -
including, most immediately, potential delays arising from the
current U.S. government budget situation which could impact the
timing of orders from existing military customers in
particular."
5. Background to and reasons for the recommendation
The Sopheon Board remain highly confident in Sopheon's
standalone prospects as an independent company and are pleased with
the progress made over the last few years in advancing its
strategic priorities.
Sopheon is a market leader in end-to-end innovation management
software solutions, collectively known as InnovationOps and its
software helps customers drive strategy execution by providing
accountability, visibility and control across the corporate
innovation lifecycle. By operationalising the entire innovation
life cycle, Accolade(R) and Acclaim(TM) software and expertise
enable innovation, product and project professionals to accomplish
the full range of InnovationOps tasks to drive innovation at scale.
In recent years Sopheon has focused on its transition to a SaaS
model, and has complemented organic growth with strategic
acquisitions to expand and optimise Sopheon's platform and improved
competitiveness. This has contributed to the broadening of its
offerings with three new products under the Acclaim banner,
completing the flagship Accolade solution and is catering to a
wider pool of customers as well as a larger addressable market.
This has only been achieved thanks to the sustained dedication and
passion of Sopheon's employees and management team over many
years.
The Sopheon Board is pleased to recommend the Acquisition and
believes that the Acquisition presents an attractive valuation for
Sopheon, and a compelling liquidity opportunity not currently
afforded by the public markets. Sopheon also acknowledges that
continued execution of its strategy - both in terms of recognition
for its transition momentum towards a multiproduct SaaS business,
and the potential dilutive impact of raising capital for execution
of transformative M&A - are challenging for a smaller public
company in the current environment. These uncertainties are further
reinforced by an increasingly uncertain economic backdrop, most
immediately evidenced by the risk of shutdown of the US congress
and consequential delays in approval of US government budgets.
In particular, the Sopheon Board notes that the Acquisition
Price represents:
-- a premium of 104 per cent. to the Closing Price of 490 pence
per Sopheon Share on 30 October 2023 (being the last Business Day
before the commencement of the Offer Period);
-- a premium of 80 per cent. to the Volume Weighted Average
Price of 555 pence per Sopheon Share for the three-month period
ended 30 October 2023 (being the last Business Day before the
commencement of the Offer Period); and
-- a compelling liquidity opportunity for Sopheon Shareholders,
given the average daily trading volume as a percentage of Sopheon's
issued share capital was approximately 0.03 and 0.04 per cent.
respectively over the preceding six and twelve months prior to the
commencement of the Offer Period, and that there was zero trading
in Sopheon Shares in approximately 27 per cent. of trading days
over the 12 months preceding the commencement of the Offer
Period.
In assessing the financial terms of the Acquisition, the Sopheon
Board has noted the support for the Acquisition by certain of
Sopheon's key shareholders representing, in aggregate, 41.29 per
cent. of the issued share capital. The Acquisition on the terms
proposed also represent the conclusion of a lengthy engagement
between Sopheon, Wellspring and Resurgens, and the Sopheon Board
entering into these discussions with the benefit of having
previously explored a number of indicative or speculative
expressions of interest from other potentially interested
parties.
The Sopheon Board share Wellspring's excitement regarding the
strategic and operational benefits that come from combining
complementary product portfolios across complementary customer
footprints, where Sopheon holds a strong position in the corporate
market, consisting of well-known global leading corporate
customers, whilst Wellspring has focused on education and
government sectors; and where Sopheon has a large and established
Innovation Management business, Wellspring has an established
leadership position in the IP management and technology transfer
markets. The Sopheon Directors believe that the combined company
will be unique in its collective offerings bridging the
intellectual property invention communities (universities and
government labs) with the consumers of IP, the corporate
enterprises. Sopheon is also excited about the complementary
geographical footprint, the ability to scale Wellspring solutions
in Europe, and the clear benefits in the unique complimentary skill
sets inherent in the combined employee bases across all
functions.
Resurgens has a proven track record of providing scale,
operational support and financial resources to the companies it
partners with, such as Wellspring. The Sopheon Board welcomes the
importance that Wellspring attributes to the skills and experience
of the Sopheon employees and management team, and the statements
made by Wellspring with regard to the employment and places of
business in paragraph 11 of this Announcement. The Sopheon Board
also welcomes that Wellspring has stated that the Acquisition will
offer continuing opportunities for Sopheon staff as part of the
Enlarged Group.
Following careful consideration of the above factors, the
Sopheon Board believes that the Acquisition Price of GBP10.00 per
Sopheon Share in cash provides attractive value and certainty for
Sopheon Shareholders, recognising Sopheon's market position, its
future growth prospects and the risks and potential future funding
requirements associated with those prospects.
6. Recommendation
The Sopheon Directors, who have been so advised by Cavendish as
to the financial terms of the Acquisition, consider the terms of
the Acquisition to be fair and reasonable. In providing its advice
to the Sopheon Directors, Cavendish has taken into account the
commercial assessments of the Sopheon Directors. Cavendish is
providing independent financial advice to the Sopheon Directors for
the purposes of Rule 3 of the Code.
Accordingly, the Sopheon Directors intend to recommend
unanimously that the Sopheon Shareholders vote or procure votes in
favour of the Scheme at the Court Meeting and the Resolution to be
proposed at the General Meeting (or, subject to the terms of the
Co-operation Agreement and with the consent of the Takeover Panel,
if Bidco exercises its right to implement the Acquisition by way of
a Takeover Offer, to accept such offer), as the Sopheon Directors
who hold Sopheon Shares (in a personal capacity or through a
nominee) have irrevocably undertaken to do in respect of their own
(and their connected persons') beneficial holdings of 2,340,668
Sopheon Shares (representing, in aggregate, approximately 21.89 per
cent. of the Sopheon Shares in issue on 21 December 2023 (being the
last Business Day prior to the date of this Announcement)).
Further details of these irrevocable undertakings are set out
below and in Appendix III to this Announcement.
7. Conditions
The Acquisition is conditional, amongst other things, upon:
a) the approval of the Scheme by a majority in number
representing not less than 75 per cent. in value of the Scheme
Shareholders entitled to vote and present and voting, either in
person or by proxy, at the Court Meeting (or at any adjournment,
postponement or reconvention of such meeting) on or before the 22nd
day after the expected date of the Court Meeting to be set out in
the Scheme Document in due course (or such later date as may be
agreed between Bidco and Sopheon and the Court may allow);
b) the passing of the Resolution necessary to implement the
Scheme by the requisite majority at the General Meeting to be held
on or before the 22nd day after the expected date of the General
Meeting to be set out in the Scheme Document (or such later date,
if any, as Bidco and Sopheon may agree and the Court may allow);
and
c) satisfaction of the NSIA Condition.
The attention of Sopheon Shareholders is drawn to the fact that
the Acquisition is also conditional on other Conditions and certain
further terms set out in Appendix I and to the full terms and
conditions which will be set out in the Scheme Document.
The Scheme Document, along with the notice of the Court Meeting
and the General Meeting and the Forms of Proxy will be despatched
to Sopheon Shareholders within 28 days of the date of this
Announcement, unless Bidco and Sopheon otherwise agree, and the
Takeover Panel consents, to a later date.
8. Irrevocable undertakings
Bidco has received irrevocable undertakings to vote or procure
votes in favour of the Scheme at the Court Meeting and the
Resolution to be proposed at the General Meeting (or, if Bidco
exercises its right to implement the Acquisition by way of a
Takeover Offer, to accept such offer) from those of the Sopheon
Directors who hold Sopheon Shares (in a personal capacity or
through a nominee) in respect of their (and their connected
persons') entire beneficial holdings of Sopheon Shares, amounting,
in aggregate, to 2,340,668 Sopheon Shares (representing, in
aggregate, approximately 21.89 per cent. of the Sopheon Shares in
issue on 21 December 2023 (being the last Business Day prior to the
date of this Announcement)).
In addition to the irrevocable undertakings from the Sopheon
Directors, Bidco has also received irrevocable undertakings to vote
or procure votes in favour of the Scheme at the Court Meeting and
the Resolution to be proposed at the General Meeting (or, if Bidco
exercises its right to implement the Acquisition by way of a
Takeover Offer, to accept such offer) from Rivomore Limited, in
respect of 2,074,308 Sopheon Shares (held in a personal capacity or
through a nominee) representing, in aggregate, approximately 19.40
per cent. of the Sopheon Shares in issue on 21 December 2023 (being
the last Business Day prior to the date of this Announcement).
In total therefore, as at the date of this Announcement, Bidco
has received irrevocable undertakings to vote or procure votes in
favour of the Scheme at the Court Meeting and the Resolution to be
proposed at the General Meeting (or, if Bidco exercises its right
to implement the Acquisition by way of a Takeover Offer, to accept
such offer) with respect to a total of 4,414,976 Sopheon Shares
(representing approximately 41.29 per cent. of the Sopheon Shares
in issue on 21 December 2023 (being the last Business Day prior to
the date of this Announcement)).
Further details of these irrevocable undertakings (including
details of the circumstances in which they cease to be binding) are
set out in Appendix III to this Announcement.
9. Information on Bidco, Wellspring and Resurgens
Bidco
Bidco has been incorporated under the laws of the State of
Delaware, United States of America for the purposes of the
Acquisition. It has not traded since its incorporation. Bidco is a
wholly-owned subsidiary of Wellspring.
Wellspring
Founded in 2003 as a spin-off from Carnegie Mellon University,
Wellspring is a leading provider of software solutions and data
systems for managing technology transfer, IP and innovation
activities, primarily for the academic, government and corporate
markets.
Its suite of solutions cover: (i) invention, IP and contract
management, by storing and managing all agreements and critical
documentation relating to an organisation's IP; (ii) technology
transfer and IP licensing, managing the purchasing and selling or
monetisation of technology and research between corporations,
universities and government agencies; (iii) research and
development workflow management, delivering visibility of those
efforts throughout an organisation; and (iv) 'technology scouting'
and intelligence, enabling users to view all relevant patents,
news, research and other information to identify, evaluate and
monitor technological development.
Wellspring, headquartered in Chicago with additional offices in
London and Tokyo, works with more than 500 organisations
worldwide.
Mergers and acquisitions are central to Wellspring's strategy,
having acquired IP Pragmatics, a London-based consulting firm
offering technology assessments and patent renewal services, in
February 2023, MyIP, a UK based provider of tech transfer software
in August 2021, and Covalent Data, a Denver-based provider of
technology scouting solutions in July 2017.
Resurgens
Resurgens is a technology-focused private equity firm investing
in North American and select European lower middle-market
application and IT infrastructure software businesses. Resurgens'
growing team offers a diversity of investing, operating and talent
management experience, applying an active and engaged value
creation approach with each portfolio company. Resurgens is
headquartered in Atlanta, Georgia, USA with additional
professionals located in Austin, London and Silicon Valley.
10. Information on Sopheon
Sopheon is a market leader of end-to-end innovation management
software solutions, addressing a range of needs collectively known
as InnovationOps. Sopheon's software solutions help customers drive
strategy execution by providing accountability, visibility and
control across the corporate innovation lifecycle within medium to
large enterprises, and certain government bodies. By
operationalising the entire innovation life cycle, Accolade(R) and
Acclaim(TM) software and expertise enable innovation, product and
project professionals to accomplish the full range of InnovationOps
tasks to drive innovation at scale. Sopheon's solutions provide
accountability, visibility and control across the corporate
innovation lifecycle. In recent years Sopheon has focused on its
transition to a SaaS model, and has complemented organic growth
with strategic acquisitions to expand and optimise Sopheon's
platform and improved competitiveness. This has contributed to the
broadening of its offerings with three new products under the
Acclaim banner, completing the flagship Accolade solution and is
catering to a wider pool of customers as well as a larger
addressable market.
Sopheon's solutions have been implemented by hundreds of
blue-chip customers with over 137,000 users in 50 countries.
Typical customers include mid-size and large enterprises such as
Honeywell, 3M, Mondelez, LG, Merck, Pall Corporation, Christian
Dior, Hershey as well as the US Navy. Sopheon has offices in the
United Kingdom, United States, Germany, the Netherlands and
Australia, and has approximately 170 employees.
11. Management, employees, pension scheme, research and
development and locations of the Sopheon Group
Prior to the date of this Announcement, Wellspring has been
granted access to Sopheon's senior management team for the purpose
of undertaking confirmatory due diligence. As a result of that
diligence process, Wellspring has been able to develop a
preliminary strategy that it anticipates delivering for the Sopheon
business. Upon the Acquisition becoming Effective, Wellspring will
benefit from having greater access to the business, employees and
customers of Sopheon and will be able to formulate more detailed
long-term strategic and operational plans for the Enlarged
Group.
It is intended that more detailed long-term strategic and
operational planning will be completed within six months of the
Effective Date (the "Review"), focusing on all aspects of the
Enlarged Group's business and opportunities available,
including:
-- reviewing in more detail the Enlarged Group's markets,
customers, software and services offerings, and support
operations;
-- assessing the growth opportunity across each aspect of the
business and its strategic positioning;
-- evaluation of product roadmaps and accelerating development
of primary software platforms for growth in existing and new
markets; and
-- deepening engagement with the key stakeholders of the
business, including customers, suppliers and broader business
partners.
Wellspring intends to invest in the enlarged business, both
organically and potentially via acquisitions. Wellspring has a
track record of making acquisitions and at any point in time is
typically evaluating several potential opportunities across North
America, the UK and Europe, and Asia Pacific, each at varying
stages of engagement. With the backing of Resurgens, the Enlarged
Group has the capability to execute these if it wishes.
Research and development
The Review will include an assessment of the Enlarged Group's
existing offerings, research and development functions and product
development readings. This may lead to the identification of areas
where spending can be increased or focused in order to develop new,
highly valued functionality or accelerate the existing roadmaps
and/or it may lead to the identification of certain areas of
surplus research and development activity, where operational
efficiencies can be achieved across the Enlarged Group's existing
research and development functions and resourcing. Further analysis
is needed to ascertain which products and modules have the
potential to be leveraged more broadly across the Enlarged Group.
Any such products or modules will have their product roadmap
prioritised.
Employees and management
Wellspring attaches great importance to the skills and
experience of Sopheon's employees including its management team.
Wellspring believes that the Acquisition will result in greater
opportunities for Sopheon's staff as part of the Enlarged Group,
particularly in terms of activities that pertain to developing and
expanding its market position internationally. Wellspring confirms
that, following the Scheme becoming Effective, the existing
contractual and statutory employment rights of the Sopheon Group's
management and employees will be fully safeguarded in accordance
with applicable law.
Following the Scheme becoming Effective, as part of the Review,
Wellspring intends to evaluate the management, governance and
incentive structure of Sopheon.
Subject to compliance with applicable local law, as part of the
Review, Wellspring may consolidate terms and conditions of
employment in each geography. This could mean that in a particular
country Wellspring may migrate Sopheon employees onto Wellspring's
terms and conditions of employment, consistent with the terms and
conditions of employment of Wellspring employees of a substantially
equivalent level.
Wellspring will look to run the Enlarged Group efficiently and
sustainably, and so following the Effective Date, a number of
corporate, technical, research and development, and support
functions, including PLC-related functions, may cease to be
necessary and therefore potentially require headcount reductions in
the foregoing areas. Except as described in the prior sentence, at
this stage, Wellspring does not expect material headcount
reductions in the Enlarged Group. Any such proposals for change
would be developed during the Review referenced above. Wellspring
has not yet developed proposals as to how any such headcount
reductions would be implemented and any individuals impacted across
the Enlarged Group will be treated in a manner consistent with
Wellspring's high standard culture and practices and efforts will
be made to mitigate headcount reductions, via natural attrition and
the elimination of vacant roles where appropriate.
The Enlarged Group will be led by Sean Downs, CEO of Wellspring.
It is further intended that the broader executive leadership team
will be constructed from both businesses following completion of
the Acquisition.
The Non-Executive Directors will cease to be directors of
Sopheon with effect from the Scheme becoming Effective.
Other than as noted immediately above, Wellspring does not
expect or intend the Review to have a material impact on the
balance of skills and functions at Sopheon.
Existing rights and pensions
Wellspring does not currently intend to make any changes to the
eligibility rules or contribution rates that currently apply under
Sopheon's defined contribution pension plans and intends to comply
with all applicable law in this regard. Sopheon does not operate a
defined benefit pension scheme.
Incentive arrangements
Wellspring believes that the ongoing participation of senior
management of the Sopheon Group is very important to the future
success of the Sopheon Group. Wellspring has not entered into, has
not had discussions on proposals to enter into, and will not do so
prior to the Scheme becoming Effective, any form of incentivisation
arrangements with members of Sopheon's management. Wellspring
intends to put in place incentive arrangements for certain members
of the Sopheon management team following completion of the
Acquisition.
Headquarters, locations, fixed assets
Wellspring intends to maintain Sopheon's existing network of
offices, whilst the Review is undertaken. Only following the Review
will any need for additions, adjustments or rationalisations to
Sopheon's headquarters and office network be known. Wellspring has
no intentions to redeploy the fixed assets of Sopheon at this
time.
Trading Facilities
Sopheon Shares are currently admitted to trading on AIM. As set
out in paragraph 16 of this Announcement, a request will be made to
the London Stock Exchange to cancel the admission to trading of the
Sopheon Shares on AIM on or shortly after the Effective Date.
Wellspring intends to re-register Sopheon as a private company
after the Effective Date.
Statements
No statements in this paragraph 11 constitute "post-offer
undertakings" for the purposes of Rule 19.5 of the Takeover
Code.
12. Financing
The cash consideration payable to the Sopheon Shareholders under
the terms of the Acquisition is intended to be financed by a
combination of equity funding to be invested indirectly by the
Resurgens Funds and committed debt funding to be provided under the
Facilities Agreement. The Resurgens Funds includes a co-investment
fund in which the sole limited partner is a fund managed and
advised by MS AIP.
Raymond James, in its capacity as financial adviser to Bidco, is
satisfied that sufficient cash resources are available to Bidco to
enable it to satisfy in full the cash consideration payable to
Sopheon Shareholders under the terms of the Acquisition.
Further information on the financing of the Acquisition will be
set out in the Scheme Document.
13. Offer-related arrangements
Confidentiality Agreement
Resurgens Technology Partners and Sopheon entered into a
confidentiality agreement dated 19 May 2023 (the " Confidentiality
Agreement " ) pursuant to which Resurgens Technology Partners has
undertaken to: (a) keep confidential information relating to, inter
alia, the Acquisition and Sopheon and not to disclose it to third
parties (other than to certain permitted parties), unless required
by law or regulation; and (b) use the confidential information only
in connection with evaluation of the Acquisition, unless required
by law or regulation.
These confidentiality obligations shall remain in force for a
period of two years from the date of the Confidentiality
Agreement.
The Confidentiality Agreement also includes customary
non-solicitation obligations on Resurgens Technology Partners,
subject to customary carve-outs, for a period of 12 months from the
date of the Confidentiality Agreement and a standstill provision in
favour of Sopheon, subject to customary carve-outs, for a period of
12 months from the date of the Confidentiality Agreement.
Co-operation Agreement
Pursuant to a co-operation agreement dated 22 December 2023 (the
" Co-operation Agreement " ): (a) Sopheon has agreed to co-operate
with Bidco and Wellspring to assist with the obtaining of
regulatory clearances and the making of all filings as may be
necessary, from or under the law, regulations or practices applied
by any applicable regulatory authority in connection with the
Acquisition; (b) Bidco and Wellspring have agreed to provide
Sopheon with certain information for the purposes of the Scheme
Document and to otherwise assist with the preparation of the Scheme
Document; (c) Bidco has agreed to certain provisions if the Scheme
should switch to a Takeover Offer; and (d) Sopheon, Wellspring and
Bidco have agreed to certain arrangements in respect of the Sopheon
Share Plans.
The Co-operation Agreement will terminate, amongst other things
:
-- if the Acquisition is withdrawn or lapses;
-- if prior to the Long Stop Date any Condition becomes incapable of satisfaction;
-- at Bidco or Wellspring's election if:
o the Sopheon Directors withdraw, modify or qualify their
recommendation of the Acquisition;
o the Sopheon Directors recommend a competing proposal or one is
effected;
o Sopheon announces an intention not to convene the Court
Meeting or the General Meeting, or not to publish the Scheme
Document; or
o a Condition is invoked by Bidco prior to the Long Stop
Date;
-- if the Scheme does not become Effective in accordance with
its terms by the Long Stop Date; or
-- otherwise as agreed in writing between Bidco, Wellspring and Sopheon.
14. Structure of the Acquisition
Scheme
It is intended that the Acquisition will be effected by a
Court-sanctioned scheme of arrangement between Sopheon and the
Scheme Shareholders under Part 26 of the Companies Act. The purpose
of the Scheme is to provide for Bidco to become the owner of the
whole of the issued and to be issued share capital of Sopheon.
Under the Scheme, the Acquisition is to be achieved by the transfer
of the Scheme Shares held by Scheme Shareholders to Bidco in
consideration for which the Scheme Shareholders will receive cash
consideration pursuant to the Scheme.
Approval by Court Meeting and General Meeting
To become Effective, the Scheme requires, amongst other things,
the:
a) approval of a majority in number of the Scheme Shareholders
who vote, representing not less than 75 per cent. in value of the
Scheme Shares voted, either in person or by proxy, at the Court
Meeting; and
b) approval by the requisite majority of the Resolution at the
General Meeting (to be held directly after the Court Meeting)
necessary in order to implement the Scheme.
Application to Court to sanction the Scheme
Once the approvals have been obtained at the Court Meeting and
the General Meeting and the other Conditions have been satisfied or
(where applicable) waived, the Scheme must be sanctioned by the
Court at the Sanction Hearing before it can become Effective.
The Scheme will become Effective in accordance with its terms on
delivery of the Court Order to the Registrar of Companies. Upon the
Scheme becoming Effective, it will be binding on all Scheme
Shareholders, irrespective of whether or not they attended or voted
at the Court Meeting or General Meeting, or whether they voted in
favour of or against the Scheme.
The Scheme will contain a provision for Bidco and Sopheon to
jointly consent, on behalf of all persons concerned, to any
modification of or addition to the Scheme or to any condition that
the Court may approve or impose. Sopheon has been advised that the
Court would be unlikely to approve any modification of, or addition
to, or impose a condition to the Scheme which might be material to
the interests of Scheme Shareholders unless Scheme Shareholders
were informed of such modification, addition or condition. It would
be a matter for the Court to decide, in its discretion, whether or
not a further meeting of the Sopheon Shareholders should be held in
these circumstances.
Full details of the Scheme to be set out in the Scheme
Document
The Scheme Document will include full details of the Scheme,
including the expected timetable and the action to be taken by
Scheme Shareholders. The Scheme will be governed by English law.
The Scheme will be subject to the applicable requirements of the
Code, the Takeover Panel, the AIM Rules, the London Stock Exchange
and the FCA.
The Scheme Document, along with the notice of the Court Meeting
and the General Meeting and the Forms of Proxy will be despatched
to Sopheon Shareholders within 28 days of the date of this
Announcement, unless Bidco and Sopheon otherwise agree, and the
Takeover Panel consents, to a later date. Subject to certain
restrictions relating to persons resident in Restricted
Jurisdictions, the Scheme Document will also be made available on
Sopheon's website at www.sopheon.com/investors and Wellspring's
website at https://offer.wellspring.com/news .
At this stage, subject to the satisfaction or waiver of the
Conditions and certain further terms set out in Appendix I, Bidco
and Sopheon expect the Acquisition to become Effective during the
first quarter of 2024.
If the Scheme does not become Effective on or before the Long
Stop Date (or such later date as Bidco and Sopheon may, with the
consent of the Takeover Panel and, if required, the Court, agree)
it will lapse and the Acquisition will not proceed (unless the
Takeover Panel otherwise consents).
Right to switch to a Takeover Offer
Subject to the terms of the Co-operation Agreement, Bidco
reserves the right to elect, with the consent of the Takeover
Panel, to implement the Acquisition by way of a Takeover Offer for
the issued and to be issued share capital of Sopheon as an
alternative to the Scheme. In such an event, the Takeover Offer
will be made in accordance with the terms and conditions set out in
this Announcement which would apply to the Scheme (with any
modifications or amendments to such terms and conditions as may be
required by the Takeover Panel or which are necessary as a result
of Bidco's election to implement the Acquisition by way of a
Takeover Offer), in accordance with the Co-operation Agreement and
subject to the amendments referred to in Part C of Appendix I to
this Announcement.
15. Sopheon Share Plans
Participants in the Sopheon Share Plans will be contacted
regarding the effect of the Acquisition on their rights under the
Sopheon Share Plans and, where relevant, an appropriate proposal
will be made to such participants pursuant to Rule 15 of the Code
in due course. Further details of the impact of the Acquisition on
the Sopheon Share Plans will be set out in the Scheme Document.
16. De-listing and re-registration
It is intended that the London Stock Exchange will be requested
to cancel trading of Sopheon Shares on AIM on or shortly after the
Effective Date. It is expected that the last day of dealings in
Sopheon Shares on AIM will be the Business Day immediately prior to
the Effective Date and that no transfers will be registered after
6.00 p.m. on that date. Upon the Scheme becoming Effective, share
certificates in respect of the Sopheon Shares will cease to be
valid and should be destroyed. In addition, entitlements to Sopheon
Shares held within the CREST system will be cancelled on the
Effective Date.
As soon as practicable after the Effective Date, it is intended
that Sopheon will be re-registered as a private limited company
under the relevant provisions of the Companies Act.
17. Disclosure of interests in Sopheon
As at the close of business on 21 December 2023, being the last
Business Day prior to the date of this Announcement, save for the
irrevocable undertakings referred to in paragraph 8 above, neither
Bidco nor, so far as Bidco is aware, any person acting, or deemed
to be acting, in concert with Bidco:
a) had an interest in, or right to subscribe for, relevant securities of Sopheon;
b) had any short position in (whether conditional or absolute
and whether in the money or otherwise), including any short
position under a derivative, any agreement to sell or any delivery
obligation or right to require another person to purchase or take
delivery of, relevant securities of Sopheon;
c) had procured an irrevocable commitment or letter of intent to
accept the terms of the Acquisition in respect of relevant
securities of Sopheon;
d) had borrowed or lent any Sopheon Shares (including, for these
purposes, any financial collateral arrangements of the kind
referred to in Note 4 on Rule 4.6 of the Takeover Code) save for
any borrowed shares which have been either on-lent or resold;
or
e) is a party to any dealing arrangement of the kind referred to
in Note 11 on the definition of acting in concert in the Code.
18. Documents on display
Copies of this Announcement and the following documents will, by
no later than 12 noon on the Business Day following the date of
this Announcement, be made available on Sopheon's website at
www.sopheon.com/investors and on Wellspring's website
https://offer.wellspring.com/news until the end of the Offer
Period:
-- this Announcement;
-- the irrevocable undertakings referred to in paragraph 8;
-- the Confidentiality Agreement;
-- the Co-operation Agreement;
-- the documents entered into in relation to the financing of
the Acquisition referred to in paragraph 12 ; and
-- consent letters from each of Raymond James and Cavendish.
None of the contents of any website referred to in this
Announcement, or the content of any other website accessible from
hyperlinks on either such website, is incorporated into or forms
part of, this Announcement.
19. General
The Acquisition will be subject to the Conditions, certain
further terms set out in Appendix I and to the full terms and
conditions which will be set out in the Scheme Document. The Scheme
Document, along with the notice of the Court Meeting and the
General Meeting and the Forms of Proxy will be despatched to
Sopheon Shareholders within 28 days of the date of this
Announcement, (or by such later date as Bidco and Sopheon may
agree, with the consent of the Takeover Panel).
In deciding whether or not to vote or procure votes in favour of
the Scheme at the Court Meeting and the Resolution to be proposed
at the General Meeting, Sopheon Shareholders should rely on the
information contained, and follow the procedures described, in the
Scheme Document.
Raymond James and Cavendish have each given and not withdrawn
their consent to the inclusion in this Announcement of the
references to their names in the form and context in which they
appear.
Appendix II contains details of sources of information and bases
of calculation contained in this Announcement. Appendix III
contains certain details relating to the irrevocable undertakings
referred to in this Announcement. Appendix IV contains definitions
of certain terms used in this Announcement.
This Announcement does not constitute an offer or an invitation
to purchase or subscribe for any securities.
The implications of the Acquisition for persons resident in, or
citizens of, jurisdictions outside the United Kingdom may be
affected by the laws of the relevant jurisdictions. Such persons
should inform themselves about and observe any applicable
requirements.
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 +44 (0) 20 7220
Company) 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, +44 (0) 20 3798
Wellspring and Bidco) 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
This Announcement is for information purposes only and is not
intended to and does not constitute, or form any part of, an offer
to sell or subscribe for or any invitation to purchase or subscribe
for any securities or the solicitation of any vote or approval in
any jurisdiction pursuant to the Acquisition or otherwise. The
Acquisition will be made solely through and on the terms set out in
the Scheme Document (or, in the event that the Acquisition is to be
implemented by means of a Takeover Offer, the offer document) and
the accompanying Forms of Proxy, which will contain the full terms
and conditions of the Acquisition, including details of how to vote
in respect of the Acquisition. Any approval, decision or other
response to the Acquisition should be made only on the basis of the
information in the Scheme Document. Scheme Shareholders are
strongly advised to read the formal documentation in relation to
the Acquisition once it has been despatched.
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.
Overseas Shareholders
This Announcement has been prepared for the purpose of complying
with English law, the AIM Rules and the Code and the information
disclosed may not be the same as that which would have been
disclosed if this Announcement had been prepared in accordance with
the laws of jurisdictions outside the United Kingdom.
The laws of the relevant jurisdictions may affect the
availability of the Acquisition to persons who are not resident in
the United Kingdom. Persons who are not resident in the United
Kingdom, or who are subject to laws of any jurisdiction other than
the United Kingdom, should inform themselves about, and observe any
applicable requirements. Any person (including, without limitation,
nominees, trustees and custodians) who would, or otherwise intends
to, forward this Announcement, the Scheme Document or any
accompanying document to any jurisdiction outside the United
Kingdom should refrain from doing so and seek appropriate
professional advice before taking any action. In particular, the
ability of persons who are not resident in the United Kingdom to
vote their Sopheon Shares at the Court Meeting or the General
Meeting, or to execute and deliver Forms of Proxy appointing
another to vote their Sopheon Shares in respect of the Court
Meeting or the General Meeting on their behalf, may be affected by
the laws of the relevant jurisdiction in which they are
located.
Any failure to comply with the applicable legal or regulatory
requirements may constitute a violation of the laws and/or
regulations of any such jurisdiction. To the fullest extent
permitted by applicable law, the companies and persons involved in
the Acquisition disclaim any responsibility and liability for the
violation of such restrictions by any person.
The Acquisition will not be made, directly or indirectly, in or
into or by use of the mails or any other means or instrumentality
(including, without limitation, telephonic or electronic) of
interstate or foreign commerce of, or any facility of a national,
state or other securities exchange of, a Restricted Jurisdiction,
and the Acquisition will not be capable of acceptance by any such
use, means, instrumentality or facility or from within a Restricted
Jurisdiction. Accordingly, copies of this Announcement and formal
documentation relating to the Acquisition are not being, and must
not be, directly or indirectly, mailed or otherwise forwarded or
distributed in, into or from a Restricted Jurisdiction and persons
receiving this Announcement (including custodians, nominees and
trustees) must not distribute or send it into or from a Restricted
Jurisdiction. In the event that the Acquisition is implemented by
way of a Takeover Offer and extended into the US, Bidco will do so
in satisfaction of the procedural and filing requirements of US
securities laws at that time, to the extent applicable thereto. The
Acquisition relates to the shares of a company incorporated in
England and it is proposed to be made by means of a scheme of
arrangement provided for under English law. The Scheme will relate
to the shares of a UK company that is a "foreign private issuer" as
defined under Rule 3b-4 under the US Exchange Act. A transaction
effected by means of a scheme of arrangement is not subject to any
shareholder vote, proxy solicitation and tender offer rules under
the US Exchange Act.
Accordingly, the Scheme is subject to the disclosure
requirements and practices applicable in the UK to schemes of
arrangement, which differ from the disclosure requirements and
practices of US shareholder vote, proxy solicitation or tender
offer rules. Financial information included in the relevant
documentation will have been prepared in accordance with accounting
standards applicable in the UK and may not be comparable to the
financial information of, or the accounting standards applicable
to, US companies. However, if Bidco were to elect to implement the
Acquisition by means of a Takeover Offer, such Takeover Offer shall
be made in compliance with all applicable laws and regulations,
including section 14(e) of the US Exchange Act and Regulation 14E
thereunder, if applicable. Such Takeover Offer would be made in the
US by Bidco and no one else. In addition to any such Takeover
Offer, Bidco, certain affiliated companies and the nominees or
brokers (acting as agents) may make certain purchases of, or
arrangements to purchase, shares in Sopheon outside such Takeover
Offer during the period in which such Takeover Offer would remain
open for acceptance. If such purchases or arrangements to purchase
are made they would be made outside the United States in compliance
with applicable law, including the US Exchange Act. It may be
difficult for a US-based investor to enforce his or her rights and
any claim he or she may have arising under US securities laws,
since the Scheme relates to the shares of a company located in the
UK, and some or all of its officers and directors may be residents
of non-US jurisdictions. A US-based investor may not be able to sue
a company located in the UK, or its officers or directors, in a
foreign court for alleged violations of US securities laws, and it
may be difficult to compel a foreign company and its affiliates to
subject themselves to a US court's judgment.
Forward-looking statements
This Announcement, oral statements made regarding the
Acquisition, and other information published by Sopheon, Bidco,
Wellspring and Resurgens may contain certain "forward-looking
statements" with respect to Sopheon, Bidco, Wellspring and
Resurgens. These forward-looking statements can be identified by
the fact that they do not relate only to historical or current
facts. Forward-looking statements often use words such as
"anticipate", "target", "expect", "estimate", "intend", "plan",
"goal", "believe", "will", "may", "should", "would", "could" or
other words or terms of similar meaning or the negative thereof.
Forward-looking statements include statements relating to, for
example, the following: (i) future capital expenditures, expenses,
revenues, earnings, synergies, economic performance, indebtedness,
financial condition, dividend policy, losses and future prospects;
(ii) business and management strategies of Resurgens, Wellspring
and/or Bidco and the expansion and growth of Sopheon and potential
synergies resulting from the Acquisition; and (iii) the effects of
government regulation on the business of Sopheon.
These forward-looking statements involve known and unknown
risks, uncertainties and other factors which may cause actual
results, performance or developments to differ materially from
those expressed in or implied by such forward-looking statements.
These forward-looking statements are based on numerous assumptions
regarding present and future strategies and environments. None of
Resurgens, Wellspring, Bidco or Sopheon, nor any of their
respective associates, directors, officers, employees or advisers,
provides any representation, assurance or guarantee that the
occurrence of the events expressed or implied in any
forward-looking statements in this Announcement will actually
occur. You are cautioned not to place undue reliance on such
forward-looking statements, which speak only as of the date hereof.
All subsequent oral or written forward-looking statements
attributable to Resurgens, Wellspring, Bidco or Sopheon or any
person acting on their behalf are expressly qualified in their
entirety by the cautionary statement above. Should one or more of
these risks or uncertainties materialise, or should underlying
assumptions prove incorrect, actual results may vary materially
from those described in this Announcement. None of Resurgens,
Wellspring, Bidco or Sopheon assume any obligation to update
publicly or revise forward-looking or other statements contained in
this Announcement, whether as a result of new information, future
events or otherwise, except to the extent legally required.
No profit forecasts or estimates
No statement in this Announcement is intended as a profit
forecast or estimate for Resurgens, Wellspring, Bidco or Sopheon in
respect of any period and no statement in this Announcement should
be interpreted to mean that earnings or earnings per Sopheon Share
for the current or future financial years would necessarily match
or exceed the historical published earnings or earnings per Sopheon
Share.
Right to switch to a Takeover Offer
Subject to the terms of the Co-operation Agreement, Bidco
reserves the right to elect, with the consent of the Takeover
Panel, to implement the Acquisition by way of a Takeover Offer for
the entire issued and to be issued share capital of Sopheon as an
alternative to the Scheme. In such an event, the Takeover Offer
will be made in accordance with the terms and conditions set out in
this Announcement which would apply to the Scheme (with any
modifications or amendments to such terms and conditions as may be
required by the Takeover Panel or which are necessary as a result
of Bidco's election to implement the Acquisition by way of a
Takeover Offer), in accordance with the Co-operation Agreement and
subject to the amendments referred to in Part C of Appendix I to
this Announcement.
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.
Requesting hard copies
In accordance with Rule 30.3 of the Code, a person so entitled
may request a hard copy of this Announcement, free of charge, by
contacting Sopheon's registrar, Link Group on 0371 664 0321. Calls
are charged at the standard geographic rate and will vary by
provider. Calls outside the United Kingdom will be charged at the
applicable international rate. The helpline is open between 9:00
a.m. to 5:30 p.m., Monday to Friday excluding public holidays in
England and Wales. Please note that Link Group cannot provide any
financial, legal or tax advice and calls may be recorded and
monitored for security and training purposes.
For persons who receive a copy of this Announcement in
electronic form or via a website notification, a hard copy of this
Announcement will not be sent unless so requested. In accordance
with Rule 30.3 of the Code, a person so entitled may also request
that all future documents, announcements and information to be sent
to them in relation to the Acquisition should be in hard copy
form.
Electronic communications - information for Sopheon
Shareholders
Please be aware that addresses, electronic addresses and certain
information provided by Sopheon Shareholders, persons with
information rights and other relevant persons for the receipt of
communications from Sopheon may be provided to Bidco during the
Offer Period as required under section 4 of Appendix 4 of the Code
to comply with Rule 2.11(c) of the Code.
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.
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.
Announcement not a prospectus
This Announcement does not constitute a prospectus or prospectus
equivalent document.
Private purchases
Sopheon Shareholders should be aware that Bidco may purchase
Sopheon Shares otherwise than under the Scheme or any Takeover
Offer, including pursuant to privately negotiated purchases.
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.
Rule 2.9 of the Code
For the purposes of Rule 2.9 of the Code, Sopheon confirms that,
as at the date of this Announcement, it had in issue 10,693,079
ordinary shares of 20 pence each. No shares are held in treasury.
The ISIN for the ordinary shares is GB00BSZM1369.
APPIX I
CONDITIONS OF THE ACQUISITION AND CERTAIN FURTHER TERMS
Part A: Conditions of the Scheme and the Acquisition
1. The Acquisition is conditional upon the Scheme becoming
unconditional and effective, subject to the Code, by not later than
11:59 p.m. on the Long Stop Date.
2. The Scheme shall be subject to the following conditions:
a. (i) its approval by a majority in number of Scheme
Shareholders who are on the register of members of Sopheon at the
Voting Record Time and who are present and vote, whether in person
or by proxy, at the Court Meeting (and at any separate class
meeting which may be required by the Court) and who represent 75
per cent. in value of the Sopheon Shares voted by those Sopheon
Shareholders, and (ii) such Court Meeting (and any separate class
meeting which may be required) being held on or before the 22nd day
after the expected date of the Court Meeting to be set out in the
Scheme Document (or such later date, if any, as Bidco and Sopheon
may agree and the Court may allow);
b. (i) the passing of the Resolution necessary in order to
implement the Scheme by the requisite majority at the General
Meeting (or any adjournment thereof), and (ii) such General Meeting
being held on or before the 22nd day after the expected date of the
General Meeting to be set out in the Scheme Document (or such later
date, if any, as Bidco and Sopheon may agree and the Court may
allow);
c. (i) the sanction of the Scheme by the Court (with or without
modification but subject to any modification being on terms
acceptable to Bidco and Sopheon), and (ii) the Sanction Hearing
being held on or before the 22nd day after the expected date of the
Sanction Hearing to be set out in the Scheme Document (or such
later date, if any, as Bidco and Sopheon may agree and the Court
may allow); and
d. delivery of a copy of the Court Order to the Registrar of Companies.
3. In addition, subject as stated in Part B below and to the
requirements of the Takeover Panel, the Acquisition shall be
conditional upon the following Conditions and, accordingly, the
Court Order shall not be delivered to the Registrar of Companies
unless such Conditions (as amended, if appropriate) have been
satisfied (and continue to be satisfied pending the commencement of
the Sanction Hearing) or, where relevant, waived in writing prior
to the Scheme being sanctioned by the Court:
NSIA Condition
a. a notification having been made and accepted under the UK
National Security and Investment Act 2021 (the "NSIA") and one of
the following having occurred:
i. the Secretary of State confirming before the end of the
review period that no further action will be taken in relation to
the Acquisition;
ii. if the Secretary of State issues a call-in notice in
relation to the Acquisition, the parties receiving a final
notification pursuant to section 26(1)(b) of the NSIA containing
confirmation that the Secretary of State will take no further
action in relation to the call-in notice and the Acquisition under
the NSIA; or
iii. the Secretary of State making a final order pursuant to
Section 26(1)(a) of the NSIA allowing the Acquisition to proceed
unconditionally or on terms satisfactory to Bidco.
Third Party Regulatory action
b. no Third Party having decided, threatened or given notice of
a decision to take, institute, implement or threaten any action,
proceeding, suit, investigation, enquiry or reference (and in each
case not having withdrawn the same), or having required any action
to be taken or otherwise having done anything, or having enacted,
made or proposed any statute, regulation, decision, order or change
to published practice (and in each case not having withdrawn the
same) and there not continuing to be outstanding any statute,
regulation, decision or order which would or might reasonably be
expected to (in any case to an extent or in a manner which is
material in the context of the Acquisition, the Wider Target Group
or the Wider Bidco Group, as the case may be, in each case, taken
as a whole):
i. require, prevent or materially delay the divestiture or
materially alter the terms envisaged for such divestiture by any
member of the Wider Bidco Group or by any member of the Wider
Target Group of all or any material part of their respective
businesses, assets, property or any shares or other securities (or
the equivalent) in any member of the Wider Target Group or any
member of the Wider Bidco Group or impose any material limitation
on the ability of all or any of them to conduct their respective
businesses (or any part thereof) or to own, control or manage any
of their respective assets or properties (or any part thereof);
ii. except pursuant to Chapter 3 of Part 28 of the Companies
Act, in the event that Bidco elects to implement the Acquisition by
way of a Takeover Offer, require any member of the Wider Bidco
Group or the Wider Target Group to acquire or offer to acquire any
shares, other securities (or the equivalent) or interest in any
member of the Wider Target Group or any asset owned by any Third
Party (other than in connection with the implementation of the
Acquisition);
iii. impose any material limitation on, or result in a material
delay in, the ability of any member of the Wider Bidco Group,
directly or indirectly, to acquire, hold or exercise effectively
all or any rights of ownership in respect of shares or loans or
securities convertible into shares or other securities (or the
equivalent) in Sopheon or on the ability of any member of the Wider
Target Group or any member of the Wider Bidco Group, directly or
indirectly, to hold or exercise effectively all or any rights of
ownership in respect of shares or loans or any other securities (or
the equivalent) in, or to exercise voting or management control
over, any other member of the Wider Target Group;
iv. except as Disclosed, result in any member of the Wider
Target Group or any member of the Wider Bidco Group ceasing to be
able to carry on business under any names under which it currently
carries on business;
v. make the Acquisition, its implementation or the acquisition
or proposed acquisition of any shares or other securities in, or
control or management of, Sopheon by any member of the Wider Bidco
Group void, unenforceable and/or illegal under the laws of any
relevant jurisdiction, or otherwise, directly or indirectly,
prevent or prohibit, restrict, restrain or delay or otherwise
interfere with the implementation of, or impose additional
conditions or obligations with respect to, or otherwise challenge,
impede, interfere or require material amendment to the terms of the
Acquisition or the acquisition or proposed acquisition of any
shares or other securities in, or control or management of Sopheon
by any member of the Wider Bidco Group;
vi. impose any material limitation on, or result in material
delay in, the ability of any member of the Wider Bidco Group or any
member of the Wider Target Group to conduct, integrate or
co-ordinate all or any part of its business with all or any part of
the business of any other member of the Wider Bidco Group and/or
the Wider Target Group; or
vii. otherwise materially adversely affect all or any of the
business, value, assets, liabilities, profits, operational
performance, financial or trading position or prospects of any
member of the Wider Target Group or any member of the Wider Bidco
Group,
and all applicable waiting and other time periods (including any
extensions thereof) during which any such Third Party could decide
to take, institute, implement or threaten any such action,
proceeding, suit, investigation, enquiry or reference or take any
other step under the laws of any jurisdiction in respect of the
Acquisition having expired, lapsed or been terminated;
Other regulatory approvals
c. each Governmental Entity, which regulates or licences any
member of the Sopheon Group or any other body corporate in which
any member of the Sopheon Group has an interest in shares, and
whose prior approval, consent or non-objection to any change in
control, or acquisition of (or increase in) control in respect of
that or any other member of the Sopheon Group is required, or any
Governmental Entity, whose prior approval, consent or non-objection
of the Acquisition is otherwise required, or from whom one or more
material licences or permissions are required in order to complete
the Acquisition, having given its approval, non-objection or
legitimate deemed consent or consent in writing thereto and, as the
case may be, having granted such licences and permissions (in each
case where required and on terms reasonably satisfactory to Bidco),
and in each case the impact of which would materially adversely
affect the Wider Target Group or the Wider Bidco Group, taken as a
whole;
Notifications, waiting periods and authorisations
d. all material notifications, filings or applications which are
necessary or considered appropriate or desirable by Bidco having
been made in connection with the Acquisition and all necessary
waiting and other time periods (including any extensions thereof)
under any applicable legislation or regulation of any jurisdiction
having expired, lapsed or been terminated (as appropriate) and all
statutory and regulatory obligations in any jurisdiction having
been complied with, in each case, in respect of the Scheme and the
Acquisition and all Authorisations deemed reasonably necessary or
appropriate by Bidco in any jurisdiction for or in respect of the
Acquisition and, except pursuant to section 160 of the Companies
Act and Chapter 3 of Part 28 of the Companies Act, or control or
management of, Sopheon or any other member of the Wider Target
Group by any member of the Wider Bidco Group having been obtained
in terms and in a form reasonably satisfactory to Bidco from all
appropriate Third Parties or (without prejudice to the generality
of the foregoing) from any person or bodies with whom any member of
the Wider Target Group or the Wider Bidco Group has entered into
contractual arrangements and all such Authorisations necessary,
appropriate or desirable to carry on the business of any member of
the Wider Target Group in any jurisdiction having been obtained and
all such Authorisations remaining in full force and effect at the
time at which the Acquisition becomes otherwise wholly
unconditional and
there being no notice or intimation of an intention to revoke,
suspend, restrict, modify or not to renew such Authorisations;
Sopheon Shareholder resolution
e. except with the consent or the agreement of Bidco, no action
having been taken or proposed by any member of the Sopheon Group,
or having been approved by a resolution of Sopheon Shareholders, or
consented to by the Takeover Panel, which falls within or under
Rule 21.1 of the Code;
Certain matters arising as a result of any arrangement,
agreement, etc.
f. except as Disclosed, there being no provision of any
arrangement, agreement, lease, licence, franchise, permit or other
instrument to which any member of the Wider Target Group is a party
or by or to which any such member or any of its assets is or may be
bound, entitled or subject, or any event or circumstance which, as
a consequence of the Acquisition or because of a change in the
control of any member of the Wider Target Group as a result of the
Acquisition, would or might reasonably be expected to result in (in
each case to an extent or in a manner which is material in the
context of the Wider Target Group taken as a whole):
i. any monies borrowed by, or any other indebtedness or
liabilities, actual or contingent, of, or any grant available to,
any such member being or becoming repayable, or capable of being
declared repayable, immediately or prior to its or their stated
maturity date or repayment date, or the ability of any such member
to borrow monies or incur any indebtedness being withdrawn or
inhibited or being capable of becoming or being withdrawn or
inhibited;
ii. the creation, save in the ordinary and usual course of
business, or enforcement of any mortgage, charge or other security
interest over the whole or any part of the business, property or
assets of such member or any such mortgage, charge or other
security interest (whenever created, arising or having arisen)
becoming enforceable;
iii. any such arrangement, agreement, lease, licence, franchise,
permit or other instrument or the rights, liabilities, obligations
or interests of any such member in or with any other person (or any
arrangement or arrangements relating to any such interests or
business) being adversely modified or adversely affected or any
onerous obligation or liability arising or any adverse action being
terminated, taken or arising thereunder;
iv. any liability of any such member to make any severance,
termination, bonus or other payment to any of its directors or
other officers;
v. the rights, liabilities, obligations, interests or business
of any such member under any such arrangement, agreement, licence,
permit, lease or instrument or the interests or business of any
such member or any member of the Wider Target Group in or with any
other person or body or firm or company (or any arrangement
relating to any such interests or business) being terminated, or
adversely modified or affected or any onerous obligation or
liability arising or any adverse action being taken thereunder;
vi. any such member ceasing to be able to carry on business
under any name under which it presently carries on business;
vii. any material assets or material interests of, or any
material asset the use of which is enjoyed by, any such member
being or falling to be disposed of or charged or any right arising
under which any such asset or interest could be required to be
disposed of or charged or could cease to be available to any such
member otherwise than in the ordinary course of business;
viii. the financial or trading position or prospects of, any
such member being prejudiced or adversely affected; or
ix. the creation or acceleration of any material liability
(actual or contingent) by any such member other than trade
creditors or other liabilities incurred in the ordinary course of
business,
and no event having occurred which, under any provision of any
arrangement, agreement, licence, permit, franchise, lease or other
instrument to which any member of the Wider Target Group is a party
or by or to which any such member or any of its assets are bound,
entitled or subject, would or might result in any of the events or
circumstances as are referred to in Conditions 3(f)(i) to (ix)
above, in each case which is or would be material in the context of
the Wider Target Group taken as a whole;
Certain events occurring since 31 December 2022
g. except as Disclosed, no member of the Wider Target Group having since 31 December 2022:
i. issued or agreed to issue or authorised or proposed or
announced its intention to authorise or propose the issue, of
additional shares of any class, or securities or securities
convertible into, or exchangeable for, or rights, warrants or
options to subscribe for or acquire, any such shares, securities or
convertible securities or transferred or sold or agreed to transfer
or sell or authorised or proposed the transfer or sale of Sopheon
Shares out of treasury (except, where relevant, as between Sopheon
and wholly-owned subsidiaries of Sopheon or between the
wholly-owned subsidiaries of Sopheon and except for the issue or
transfer of Sopheon Shares out of treasury or otherwise on the
vesting of awards or exercise of options, in the ordinary course
under the Sopheon Share Plans);
ii. recommended, declared, paid or made or proposed to
recommend, declare, pay or make any bonus, dividend or other
distribution (whether payable in cash or otherwise) other than
dividends (or other distributions whether payable in cash or
otherwise) lawfully paid or made by any wholly-owned subsidiary of
Sopheon to Sopheon or any of its wholly-owned subsidiaries;
iii. other than pursuant to the Acquisition (and except for
transactions between Sopheon and its wholly-owned subsidiaries or
between the wholly-owned subsidiaries of Sopheon and transactions
in the ordinary course of business) implemented, effected,
authorised or proposed or announced its intention to implement,
effect, authorise or propose any merger, demerger, reconstruction,
amalgamation, scheme, commitment or acquisition or disposal of
assets or shares or loan capital (or the equivalent thereof) in any
undertaking or undertakings in any such case to an extent which is
material in the context of the Wider Target Group taken as a whole
or in the context of the Acquisition;
iv. except for transactions between Sopheon and its wholly-owned
subsidiaries or between the wholly-owned subsidiaries of Sopheon
and transactions in the ordinary course of business, disposed of,
or transferred, mortgaged or created any security interest over any
material asset or any right, title or interest in any material
asset or authorised, proposed or announced any intention to do
so;
v. except for transactions between Sopheon and its wholly-owned
subsidiaries or between the wholly-owned subsidiaries of Sopheon
issued, authorised or proposed or announced an intention to
authorise or propose, the issue of or made any change in or to the
terms of any debentures or become subject to any contingent
liability or incurred or increased any indebtedness which in any
such case is material in the context of the Wider Target Group
taken as a whole or in the context of the Acquisition;
vi. entered into or varied or authorised, proposed or announced
its intention to enter into or vary any material contract,
arrangement, agreement, transaction or commitment (whether in
respect of capital expenditure or otherwise) which is of a long
term, unusual or onerous nature or magnitude or which is or which
involves or could involve an obligation of an onerous nature or
magnitude, otherwise than in the ordinary course of business and in
each case to an extent which is material in the context of the
Wider Target Group taken as a whole;
vii. entered into, materially varied, authorised or proposed
entry into or variation of, or announced its intention to enter
into or materially vary the terms of, or made any offer (which
remains open for acceptance) to enter into or vary to a material
extent the terms of any contract, service agreement, commitment or
arrangement with any director or senior executive of any member of
the Wider Target Group, otherwise than in the ordinary course of
business in each case to an extent which is material in the context
of the Wider Target Group taken as a whole;
viii. establish any share option scheme, incentive scheme or
other benefit in respect of the Wider Target Group;
ix. purchased, redeemed or repaid or announced any proposal to
purchase, redeem or repay any of its own shares or other securities
or reduced or made any other change to any part of its share
capital (except, in each case, where relevant, as between Sopheon
and wholly-owned subsidiaries of Sopheon or between the
wholly-owned subsidiaries of Sopheon);
x. waived, compromised or settled any claim other than in the
ordinary course of business and which is material in the context of
the Wider Target Group as a whole;
xi. terminated or varied the terms of any agreement or
arrangement between any member of the Wider Target Group and any
other person in a manner which would or might have a material
adverse effect on the financial position of the Wider Target Group
taken as a whole;
xii. save as required in connection with the Acquisition, made
any material alteration to its memorandum, articles of association
or other incorporation documents or any material alteration to the
memorandum, articles of association or other incorporation
documents of any other member of the Wider Target Group which is
material in the context of the Scheme or the Acquisition;
xiii. establish any pension scheme(s) in respect of the Wider Target Group;
xiv. been unable, or admitted in writing that it is unable, to
pay its debts or commenced negotiations with one or more of its
creditors with a view to rescheduling or restructuring any of its
indebtedness, or having stopped or suspended (or threatened to stop
or suspend) payment of its debts generally or ceased or threatened
to cease carrying on all or a substantial part of its business
which is material in the context of the Wider Target Group taken as
a whole;
xv. (other than in respect of a member of the Wider Target Group
which is dormant and was solvent at the relevant time) taken or
proposed any steps, corporate action or had any legal proceedings
instituted or threatened against it in relation to the suspension
of payments, a moratorium of any indebtedness, its winding-up
(voluntary or otherwise), dissolution, reorganisation or for the
appointment of a receiver, administrator, manager, administrative
receiver, trustee or similar officer of all or any material part of
its assets or revenues or any analogous or equivalent steps or
proceedings in any jurisdiction or appointed any analogous person
in any jurisdiction or had any such person appointed;
xvi. (except for transactions between Sopheon and its
wholly-owned subsidiaries or between the wholly-owned subsidiaries)
made, authorised, proposed or announced an intention to propose any
change in its loan capital;
xvii. entered into, implemented or authorised the entry into,
any joint venture, asset or profit-sharing arrangement, partnership
or merger of business or corporate entities, which in any such case
is material in the context of the Wider Target Group as a whole or
in the context of the Acquisition; or
xviii. otherwise than in the ordinary course of business,
entered into any agreement, arrangement, commitment or contract or
passed any resolution or made any offer (which remains open for
acceptance) with respect to or announced an intention to, or to
propose to, effect any of the transactions, matters or events
referred to in this Condition 3(g) and which is material in the
context of the Wider Target Group taken as a whole;
No adverse change, litigation, regulatory enquiry or similar
h. except as Disclosed, since 31 December 2022 there having been:
i. no adverse change and no circumstance having arisen which
would reasonably be expected to result in any adverse change in,
the business, value, assets, liabilities, shareholders' equity,
financial or trading position or profits, operational performance
or prospects of any member of the Wider Target Group which is
material in the context of the Wider Target Group taken as a whole
or in the context of the Acquisition;
ii. no litigation, arbitration proceedings, prosecution or other
legal proceedings to which any member of the Wider Target Group is
or may become a party (whether as a claimant, defendant or
otherwise) having been threatened, announced, implemented or
instituted by or against or remaining outstanding against or in
respect of, any member of the Wider Target Group, in each case
which would reasonably be expected to have a material adverse
effect on the Wider Target Group taken as a whole or in the context
of the Acquisition;
iii. no enquiry, review or investigation by, or complaint or
reference to, any Third Party against or in respect of any member
of the Wider Target Group (or any person in respect of which any
such member has or may have responsibility or liability) having
been threatened, announced, implemented or instituted or remaining
outstanding by, against or in respect of any member of the Wider
Target Group, in each case, which would reasonably be expected to
have a material adverse effect on the Wider Target Group taken as a
whole or in the context of the Acquisition;
iv. no contingent or other liability having arisen or become
apparent to Bidco or increased other than in the ordinary course of
business which is reasonably likely to affect adversely the
business, assets, financial or trading position, profits or
operational performance of any member of the Wider Target Group to
an extent which is material in the context of the Wider Target
Group taken as a whole or in the context of the Acquisition;
v. no steps having been taken and no omissions having been made
which are likely to result in the withdrawal, cancellation,
termination or modification of any licence held by any member of
the Wider Target Group which is necessary for the proper carrying
on of its business and the withdrawal, cancellation, termination or
modification of which would reasonably be expected to have a
material adverse effect on the Wider Target Group taken as a whole
or in the context of the Acquisition; and
vi. no member of the Wider Target Group having conducted its
business in material breach of any applicable laws and regulations
which in any case is material in the context of the Wider Target
Group taken as a whole or in the context of the Acquisition;
No discovery of certain matters regarding information and
liabilities, corruption, intellectual property and environmental
liabilities
i. except as Disclosed, Bidco not having discovered that:
i. any financial, business or other information concerning the
Wider Target Group announced publicly and delivered by or on behalf
of Sopheon through a RIS prior to the date of this Announcement is
misleading, contains a material misrepresentation of any fact, or
omits to state a fact necessary to make that information not
misleading, in any such case which is material in the context of
the Wider Target Group taken as a whole or in the context of the
Acquisition;
ii. any member of the Wider Target Group or any partnership,
company or other entity in which any member of the Wider Target
Group has a significant economic interest and which is not a
subsidiary undertaking of Sopheon, otherwise than in the ordinary
course of business, is subject to any liability, contingent or
otherwise, and which is material in the context of the Wider Target
Group taken as a whole or in the context of the Acquisition;
iii. any past or present member, director, officer or employee
of the Wider Target Group, or any other person for whom any such
person may be liable or responsible, has not complied with the OECD
Convention on Combating Bribery of Foreign Public Officials in
International Business Transactions and any laws implementing the
same, the UK Bribery Act 2010 and/or the US Foreign Corrupt
Practices Act of 1977;
iv. any member of the Wider Target Group is ineligible to be
awarded any contract or business under section 23 of the Public
Contracts Regulations 2006 or section 26 of the Utilities Contracts
Regulations 2006 (each as amended);
v. any director, officer or employee of the Wider Target Group,
or any other person for whom any such person may be liable or
responsible, has engaged in any business with or made any
investment in, or made any payments to: (A) any government, entity
or individual with which US or EU persons are prohibited from
engaging in activities or doing business by US or EU laws or
regulations, including the economic sanctions administered by the
United States Office of Foreign Assets Control or HM Treasury &
Customs, or (B) any government, entity or individual targeted by
any of the economic sanctions of the United Nations or the European
Union or any of their respective member states;
vi. any asset of any member of the Wider Target Group
constitutes criminal property as defined by section 340(3) of the
Proceeds of Crime Act 2002 (but disregarding paragraph (b) of that
definition);
vii. no circumstance having arisen or event having occurred in
relation to any intellectual property owned, used or licensed by
the Wider Target Group or to any third parties, including: (A) any
member of the Wider Target Group losing its title to any
intellectual property or any intellectual property owned by the
Wider Target Group being revoked, cancelled or declared invalid,
(B) any agreement regarding the use of any intellectual property
licensed to or by any member of the Wider Target Group being
terminated or varied, or (C) any claim being filed suggesting that
any member of the Wider Target Group infringed the intellectual
property rights of a third party or any member of the Wider Target
Group being found to have infringed the intellectual property
rights of a third party, in each case which is material in the
context of the Wider Target Group taken as a whole or in the
context of the Acquisition; or
viii. in relation to any release, emission, accumulation,
discharge, disposal or other similar circumstance which has
impaired or is likely to impair the environment (including
property) or harmed or is likely to harm the health of humans,
animals or other living organisms or eco-systems, any past or
present member of the Wider Target Group, in a manner or to an
extent which is material in the context of the Wider Target Group,
(i) has committed any violation of any applicable laws, statutes,
regulations, Authorisations, notices or other requirements of any
Third Party giving rise to a material liability; and/or (ii) has
incurred any material liability (whether actual or contingent) to
any Third Party; and/or (iii) is likely to incur any material
liability (whether actual or contingent), or is required, to make
good, remediate, repair, re-instate or clean up the environment
(including any property) in each case of (i), (ii) or (iii) which
such liability or requirement would be material to the Wider Target
Group taken as a whole.
Part B: Waiver and invocation of the Conditions
1. Subject to the requirements of the Takeover Panel, Bidco
reserves the right in its sole discretion to waive all or any of
the Conditions set out in Part A of this Appendix I except
Conditions 2(a)(i), 2(b)(i), 2(c)(i) and 2(d) which cannot be
waived. The deadlines in any of Conditions 1, 2(a)(ii), 2(b)(ii)
and 2(c)(ii) may be extended to such later date as maybe agreed in
writing by Bidco and Sopheon (with the consent of the Takeover
Panel and/or approval of the Court, if such consent and/or approval
is required). If any of the Conditions set out at 1, 2(a)(ii),
2(b)(ii) and 2(c)(ii) is not satisfied by the deadline specified in
the relevant Condition, Bidco shall make an announcement by 8.00
a.m. on the Business Day following such deadline confirming whether
it has invoked the relevant Condition, waived the relevant deadline
or agreed with Sopheon to extend the relevant deadline.
2. Subject to paragraph 3(g) of Appendix 7 to the Code, Bidco
shall be under no obligation to waive (if capable of waiver), to
determine to be or remain satisfied or treat as fulfilled any of
Conditions 3(a) to 3(i) of Part A of this Appendix I by a date
earlier than the Long Stop Date, notwithstanding that the other
Conditions may at such earlier date have been waived or fulfilled
and that there are, at such earlier date, no circumstances
indicating that any Condition may not be capable of fulfilment.
3. Subject to paragraph 4 below, under Rule 13.5(a) of the Code,
Bidco may only invoke a Condition so as to cause the Acquisition
not to proceed, to lapse or to be withdrawn with the consent of the
Takeover Panel. The Takeover Panel will normally only give its
consent if the circumstances which give rise to the right to invoke
the Condition are of material significance to Bidco in the context
of the Acquisition. This will be judged by reference to the facts
of each case at the time that the relevant circumstances arise.
4. Conditions 1 and 2 of Part A of this Appendix I (and any
Takeover Offer acceptance condition adopted on the basis specified
in Part C of this Appendix I) will not be subject to Rule 13.5(a)
of the Code.
5. Any Condition that is subject to Rule 13.5(a) of the Code may be waived by Bidco.
6. The Scheme will not become effective unless the Conditions
have been fulfilled or (to the extent capable of waiver) waived or,
where appropriate, have been determined by Bidco to be or remain
satisfied by no later than the Long Stop Date.
7. If the Takeover Panel requires Bidco to make an offer or
offers for any Sopheon Shares under the provisions of Rule 9 of the
Code, Bidco may make such alterations to the Conditions as are
necessary to comply with the provisions of that Rule.
8. Each of the Conditions shall be regarded as a separate
Condition and shall not be limited by reference to any other
Condition.
Part C: Implementation by way of a Takeover Offer
Bidco reserves the right to elect (with the consent of the
Takeover Panel and subject to the terms of the Co-operation
Agreement) to implement the Acquisition by making, directly or
indirectly through a subsidiary or nominee of Bidco, a Takeover
Offer as an alternative to the Scheme. In such event, the Takeover
Offer will be implemented on the same terms or, unless Bidco
otherwise determines and subject to the consent of the Takeover
Panel, on such other terms being no less favourable, subject to
appropriate amendments, as far as applicable, as those which would
apply to the Scheme. The acceptance condition would be set at 90
per cent. of the shares to which such Takeover Offer relates (or
such lesser percentage, being more than 50 per cent., as Bidco may
decide with the consent of the Takeover Panel where applicable).
Further, if sufficient acceptances to the Takeover Offer are
received and/or sufficient Sopheon Shares are otherwise acquired,
it is the intention of Bidco to apply the provisions of the
Companies Act to compulsorily acquire any outstanding Sopheon
Shares to which such Takeover Offer relates.
Part D: Certain further terms of the Acquisition
1. The Sopheon Shares shall be acquired by Bidco with full title
guarantee, fully paid and free from all liens, equitable interests,
charges, encumbrances, rights of pre-emption and any other third
party rights and interests whatsoever and together with all rights
existing at the date of this Announcement or thereafter attaching
thereto, including (without limitation) the right to receive and
retain, in full, all dividends and other distributions (if any)
declared, made or paid or any other return of capital (whether by
way of reduction of share capital or share premium account or
otherwise) made on or after the Effective Date in respect of the
Sopheon Shares.
2. If, on or after the date of this Announcement and prior to or
on the Effective Date, any dividend, distribution or other return
of value is declared, paid or made or becomes payable by Sopheon
and with a record date on or prior to the Effective Date, Bidco
reserves the right (without prejudice to any right of Bidco, with
the consent of the Takeover Panel, to invoke Condition 3(g)(ii) of
Part A of this Appendix I) to reduce the consideration payable
under the Acquisition to reflect the aggregate amount of such
dividend, distribution or other return of value or excess. If and
to the extent that any such dividend, distribution or other return
of value is paid or made on or prior to the Effective Date and
Bidco exercises its rights under this paragraph 2 to reduce the
consideration payable under the Acquisition, any reference in this
Announcement to the consideration payable under the terms of the
Acquisition shall be deemed to be a reference to the consideration
as so reduced. Any exercise by Bidco of its rights referred to in
this paragraph 2 shall be the subject of an announcement and, for
the avoidance of doubt, shall not be regarded as constituting any
revision or variation of the Acquisition.
3. The availability of the Acquisition to persons not resident
in the United Kingdom may be affected by the laws of relevant
jurisdictions. Therefore any persons who are subject to the laws of
any jurisdiction other than the United Kingdom and any Sopheon
Shareholders who are not resident in the United Kingdom will need
to inform themselves about and observe any applicable
requirements.
4. Unless otherwise determined by Bidco or required by the Code
and permitted by applicable law and regulations, the Acquisition is
not being, and will not be, made, directly or indirectly, in, into
or by the use of the mails of, or by any other means or
instrumentality (including, but not limited to, facsimile, email or
other electronic transmission, telex or telephone) of interstate or
foreign commerce of, or of any facility of a national, state or
other securities exchange of, any Restricted Jurisdiction and will
not be capable of acceptance by any such use, means,
instrumentality or facility or from within any Restricted
Jurisdiction.
5. The Acquisition will be subject, amongst other things, to the
Conditions and certain further terms which are set out in this
Appendix I and those terms which will be set out in the Scheme
Document and such further terms as may be required to comply with
the AIM Rules and the provisions of the Code.
6. This Announcement and any rights or liabilities arising
hereunder, the Acquisition, the Scheme and the Forms of Proxy will
be governed by English law and will be subject to the jurisdiction
of the English courts. The Acquisition shall be subject to the
applicable requirements of the Code, the Takeover Panel, the London
Stock Exchange and the FCA.
APPIX II
SOURCES OF INFORMATION AND BASES OF CALCULATION
In this Announcement, unless otherwise stated or the context
otherwise requires, the following sources and bases have been
used:
a. The value attributed to the fully diluted share capital of
Sopheon of GBP115 million is based on a value of GBP10.00 per
Sopheon Share and:
i. 10,693,079 Sopheon Shares in issue on 21 December 2023 (being
the last Business Day prior to the date of this Announcement);
and
ii. 808,571 Sopheon Shares which as at 21 December 2023 (being
the last Business Day prior to the date of this Announcement) may
be issued on or after the date of this Announcement on the exercise
of options or vesting of awards under the Sopheon Share Plans.
b. Unless stated otherwise, financial information relating to
Sopheon has been extracted from the audited consolidated financial
statements of Sopheon for the financial year ended 31 December 2022
and half-year financial information has been extracted from
Sopheon's interim results for the six-month period ended 30 June
2023.
c. Unless otherwise stated, all prices for Sopheon Shares are
the Closing Price for the relevant date.
d. The Closing Prices of Sopheon Shares are taken from the AIM
appendix to the Daily Official List.
e. The three month and six-month Volume Weighted Average Price
are derived from Bloomberg data and have been rounded to the
nearest one penny.
f. Certain figures included in this Announcement have been subject to rounding adjustments.
APPIX III
DETAILS OF IRREVOCABLE UNDERTAKINGS
Directors' Irrevocable Undertakings
The following Sopheon Directors have given irrevocable
undertakings to vote or procure votes in favour of the Scheme at
the Court Meeting and the Resolution to be proposed at the General
Meeting (or, subject to the terms of the Co-operation Agreement and
with the consent of the Takeover Panel, if Bidco exercises its
right to implement the Acquisition by way of a Takeover Offer, to
accept such offer) in respect of their own (and their connected
persons') beneficial holdings of a total of 2,340,668 Sopheon
Shares (held in a personal capacity or through a nominee)
representing, in aggregate, approximately 21.89 per cent. of
Sopheon Shares in issue on 21 December 2023 (being the last
Business Day prior to this Announcement), comprised as follows:
Name of Sopheon Director Total number of Sopheon Percentage of existing
Shares issued share capital
Andy Michuda 67,620 0.63%
------------------------ -----------------------
Greg Coticchia 8,600 0.08%
------------------------ -----------------------
Arif Karimjee 73,500 0.69%
------------------------ -----------------------
Barry Mence 1,899,458 17.76%
------------------------ -----------------------
Stuart Silcock 282,990 2.65%
------------------------ -----------------------
Daniel Metzger 5,000 0.05%
------------------------ -----------------------
Barnaby Kent 3,500 0.03%
------------------------ -----------------------
TOTAL 2,340,668 21.89%
------------------------ -----------------------
The irrevocable undertakings remain binding in the event a
higher competing offer is made for Sopheon and will only cease to
be binding if:
-- the Scheme Document is not published within 28 days of this
Announcement, or in circumstances where Bidco elects to implement
the Acquisition by way of a Takeover Offer, an offer document is
not published within 28 days of the date on which the switch to a
Takeover Offer is announced;
-- the Scheme or Takeover Offer in respect of the Acquisition is withdrawn or lapses;
-- a competing offer for the entire issued and to be issued
share capital of Sopheon becomes or is declared unconditional (if
implemented by way of a takeover offer), or becomes effective (if
proceeding by way of a scheme of arrangement); or
-- the Scheme (or the Takeover Offer) in connection with the
Acquisition does not become effective by the Long Stop Date.
Shareholder Irrevocable Undertakings
The following Sopheon Shareholders have given irrevocable
undertakings to vote or procure votes in favour of the Scheme at
the Court Meeting and the Resolution to be proposed at the General
Meeting (or, subject to the terms of the Co-operation Agreement and
with the consent of the Takeover Panel, if Bidco exercises its
right to implement the Acquisition by way of a Takeover Offer, to
accept such offer) in respect of a total of 2,074,308 Sopheon
Shares (held in a personal capacity or through a nominee)
representing, in aggregate, approximately 19.40 per cent. of
Sopheon Shares in issue on 21 December 2023 (being the last
Business Day prior to this Announcement), comprised as follows:
Name of Sopheon Shareholder Total number of Sopheon Percentage of existing
Shares issued share capital
Rivomore Limited 2,074,308 19.40%
------------------------ -----------------------
TOTAL 2,074,308 19.40%
------------------------ -----------------------
The irrevocable undertaking given by Rivomore Limited remains
binding in the event a higher competing offer is made for Sopheon
and will only cease to be binding if:
-- the Scheme Document is not published within 28 days of this
Announcement, or in circumstances where Bidco elects to implement
the Acquisition by way of a Takeover Offer, an offer document is
not published within 28 days of the date on which the switch to a
Takeover Offer is announced;
-- the Scheme or Takeover Offer in respect of the Acquisition is withdrawn or lapses;
-- a competing offer for the entire issued and to be issued
share capital of Sopheon becomes or is declared unconditional (if
implemented by way of a takeover offer), or becomes effective (if
proceeding by way of a scheme of arrangement); or
-- the Scheme (or the Takeover Offer) in connection with the
Acquisition does not become effective by 4 March 2024.
APPIX IV
DEFINITIONS
In this Announcement, the following words and expressions have
the following meanings, unless the context requires otherwise:
Acquisition the recommended offer to be made by Bidco to acquire the issued and to be issued share
capital
of Sopheon to be effected by means of the Scheme (or, if Bidco so elects and subject to
the
Takeover Panel's consent, a Takeover Offer) on the terms and subject to the conditions
set
out in the Scheme Document;
Acquisition Price GBP10.00 per Scheme Share;
AIM AIM, a market operated by the London Stock Exchange;
AIM Rules the rules of AIM as set out in the "AIM Rules for Companies" issued by the London Stock
Exchange
from time to time relating to AIM traded securities and the operation of AIM;
Announcement this announcement of the Acquisition made in accordance with Rule 2.7 of the Code;
Authorisations authorisations, orders, recognitions, grants, consents, clearances, confirmations,
certificates,
licences, permissions, determinations, exemptions or approvals;
Bidco IOps Buyer Inc., a company incorporated in Delaware, United States of America with
company
number 2451504;
Business Day a day, other than a Saturday, Sunday, public holiday or bank holiday, on which banks are
generally
open for normal business in the City of London;
Cavendish Cavendish Capital Markets Limited, a company incorporated in England and Wales with
company
number 06198898;
Closing Price the closing middle market quotation for an Sopheon Share as derived from the AIM
appendix
to the Daily Official List on that day;
Code or Takeover Code the City Code on Takeovers and Mergers;
Companies Act the UK Companies Act 2006, as amended;
Conditions the conditions to the implementation of the Scheme and the Acquisition, which are set
out
in Appendix I to this Announcement and to be set out in the Scheme Document;
Confidentiality Agreement the confidentiality agreement entered into by Resurgens Technology Partners and Sopheon
on
19 May 2023;
Co-operation Agreement the co-operation agreement entered into by Bidco, Wellspring and Sopheon on or around
the
date of this Announcement;
Court the High Court of Justice in England and Wales;
Court Meeting the meeting (or any adjournment, postponement or reconvention thereof) of the Scheme
Shareholders
(or the relevant class or classes thereof) to be convened by order of the Court pursuant
to
section 896 of the Companies Act to consider and, if thought fit, approve the Scheme
(with
or without modification);
Court Order the order of the Court sanctioning the Scheme;
CREST the relevant system (as defined in the Regulations) in respect of which Euroclear UK &
International
Limited is the Operator (as defined in the Regulations);
Daily Official List the Daily Official List of the London Stock Exchange;
Dealing Disclosure has the same meaning as in Rule 8 of the Code;
Disclosed (i) matters fairly disclosed in the information made available to Bidco (or Bidco's
advisers)
in the data room established by Sopheon for the purposes of the Acquisition; (ii)
information
fairly disclosed in writing by or on behalf of Sopheon to Bidco prior to the date of
this
Announcement in relation to the Acquisition; (iii) information included in the annual
report
and accounts of the Sopheon Group for the financial year ended 31 December 2022; (iv)
information
included in the half year report for the Sopheon Group for the financial period ended 30
June
2023 (v) information disclosed in a public announcement to a regulatory news service
made
by Sopheon prior to the date of this Announcement; or (vi) disclosed in this
Announcement;
Disclosure Table the disclosure table on the Takeover Panel's website at www.thetakeoverpanel.org.uk;
Effective in the context of the Acquisition: (a) if the Acquisition is implemented by way of a
Scheme,
the Scheme having become effective in accordance with its terms, upon the delivery of
the
Court Order to the Registrar of Companies; or (b) if the Acquisition is implemented by
way
of a Takeover Offer, the Takeover Offer having been declared or become unconditional in
all
respects in accordance with the requirements of the Code;
Effective Date the date upon which: (a) the Scheme becomes Effective; or (b) if the Acquisition is
implemented
by way of a Takeover Offer, the Takeover Offer becomes Effective;
Enlarged Group the combined Sopheon Group and Wellspring Group following the Effective Date;
Excluded Shares (a) any Sopheon Shares legally or beneficially held by Bidco or any member of the Wider
Bidco
Group; or (b) any Treasury Shares;
Facilities Agreement the revolving credit, term loan and security agreement originally dated 27 June 2022 (as
amended
and/or restated by a first amendment dated 1 February 2023 and as further amended and/or
restated
by a second amendment dated on or about the date hereof) between (amongst others) Bidco
and
the financial institutions listed therein as lenders
FCA the UK Financial Conduct Authority or its successor from time to time;
Forms of Proxy the forms of proxy for use at the Court Meeting and the General Meeting respectively,
which
will accompany the Scheme Document;
FSMA the Financial Services and Markets Act 2000, as amended;
General Meeting the general meeting (or any adjournment, postponement or reconvention thereof) of
Sopheon
Shareholders to be convened in connection with the Scheme;
Governmental Entity any supranational, national, state, municipal, local or foreign government, any minister
or
instrumentality, subdivision, court or tribunal, arbitrator or arbitrator panel,
regulatory
or administrative agency or commission, or other authority thereof, or any regulatory or
quasi-regulatory
organisation or private body exercising any regulatory, taxing, importing or other
governmental
or quasi- governmental authority;
ISIN International Securities Identification Number;
Link Group a trading name of Link Market Services Limited, incorporated in England and Wales with
registered
number 02605568;
London Stock Exchange London Stock Exchange plc, a company incorporated in England and Wales with company
number
02075721;
Long Stop Date 4 March 2024 or such later date (if any) as Bidco and Sopheon may, with the consent of
the
Takeover Panel, agree and (if required) the Court may allow;
NSIA Condition the Condition set out at paragraph 3( a ) of Part A of Appendix I;
Offer Period the period which commenced on the date of the Prior Announcement and ending on the date
on
which the Acquisition becomes Effective, lapses or is withdrawn (or such other date as
the
Takeover Panel may decide);
Opening Position has the same meaning as in Rule 8 of the Code;
Disclosure
MS AIP Morgan Stanley AIP GP LP, an indirect subsidiary of Morgan Stanley and part of Morgan
Stanley
Investment Management, which is responsible for certain primary investment strategies of
Morgan
Stanley Investment Management;
Prior Announcement the announcement by Sopheon and Bidco on 31 October 2023 pursuant to Rule 2.4 of the
Code;
Raymond James Raymond James Financial International Limited, a company incorporated in England and
Wales
with company number 03127076;
Registrar of Companies the Registrar of Companies of England and Wales;
Regulations the Uncertificated Securities Regulations 2001 (SI 2001/3755) as amended;
Resolution the resolution to be proposed by Sopheon at the General Meeting in connection with the
Acquisition;
Restricted Jurisdiction any jurisdiction where local laws or regulations may result in a significant risk of
civil,
regulatory or criminal exposure if information concerning the Acquisition is sent or
made
available in that jurisdiction;
Resurgens Resurgens Technology Advisors, L.P., Resurgens Technology Managers II, L.P. and their
affiliates;
Resurgens Funds the Resurgens funds advised by Resurgens;
RIS a service approved by the London Stock Exchange for the distribution to the public of
announcements
and included within the list maintained on the London Stock Exchange's website;
Sanction Hearing the hearing by the Court to sanction the Scheme and, if such hearing is adjourned,
references
to the commencement of any such hearing shall mean the commencement of the final
adjournment
thereof;
Scheme the proposed scheme of arrangement under Part 26 of the Companies Act to effect the
Acquisition
between Sopheon and the Scheme Shareholders (the full terms of which will be set out in
the
Scheme Document), with or subject to any modification, addition or condition which Bidco
and
Sopheon may agree, and, if required, the Court may approve or impose;
Scheme Document the document to be despatched to (amongst others) Sopheon Shareholders containing,
amongst
other things, the terms and conditions of the Scheme and the notices convening the Court
Meeting
and the General Meeting;
Scheme Record Time the time and date to be specified in the Scheme Document, expected to be 6:00 p.m. on
the
Business Day immediately prior to the Effective Date;
Scheme Shareholders holders of Scheme Shares;
Scheme Shares the Sopheon Shares:
(i) in issue at the date of the Scheme Document;
(ii) (if any) issued after the date of the Scheme Document and prior to the Voting
Record
Time; and
(iii) (if any) issued at or after the Voting Record Time but at or before the Scheme
Record
Time in respect of which the original or any subsequent holder thereof is bound by the
Scheme
or shall by such time have agreed in writing to be bound by the Scheme;
in each case other than any Excluded Shares;
Sopheon Sopheon plc, a company incorporated in England and Wales with company number 03217859;
Sopheon Board the board of directors of Sopheon from time to time;
Sopheon Directors the directors of Sopheon from time to time;
Sopheon Group Sopheon and its subsidiaries and subsidiary undertakings;
Sopheon Share Plans the Sopheon UK Unapproved Share Option Scheme 1997, the Sopheon plc 2009 (USA) Stock
Option
Plan, the Sopheon Share Option Scheme 2016 and the CSOP Sub-Plan of the Sopheon Share
Option
Scheme 2016, in each case operated by Sopheon;
Sopheon Shares the ordinary shares of GBP0.20 each in the capital of Sopheon;
Sopheon Shareholders the holders of Sopheon Shares;
Substantial Interest in relation to an undertaking, a direct or indirect interest of 20 per cent or more of
the
total voting rights conferred by the equity share capital (as defined in section 548 of
the
Companies Act) of such undertaking;
Takeover Offer should the Acquisition be implemented by way of a takeover offer as defined in section
974
of the Companies Act 2006, the offer to be made by or on behalf of Bidco to acquire the
entire
issued and to be issued share capital of Sopheon and, where the context requires, any
subsequent
revision, variation, extension or renewal of such offer;
Takeover Panel the UK Panel on Takeovers and Mergers;
Third Party each of a central bank, government or governmental, quasi- governmental, supranational,
statutory,
regulatory, professional or investigative body or authority (including any antitrust or
merger
control authority), court, trade agency, professional association, institution, works
council,
employee representative body or any other similar body or person whatsoever in any
jurisdiction;
Treasury Shares any Sopheon Shares which are for the time being held by Sopheon as treasury shares
(within
the meaning of the Companies Act);
United Kingdom or UK the United Kingdom of Great Britain and Northern Ireland;
United States or US or USA the United States of America, its territories and possessions, all areas subject to its
jurisdiction
or any subdivision thereof, any state of the United States of America and the District
of
Columbia;
US Exchange Act the United States Securities Exchange Act of 1934 and the rules and regulations
promulgated
thereunder, as amended;
Volume Weighted the volume weighted average of the per share trading prices of Sopheon Shares on the
Average Price London
Stock Exchange as reported through Bloomberg;
Voting Record Time the date and time specified in the Scheme Document by reference to which entitlements to
vote
on the Scheme will be determined, expected to be 6:00 p.m. on the day which is two days
before
the date of the Court Meeting or, if the Court Meeting is adjourned, 6:00 p.m. on the
second
day before the date of such adjourned meeting;
Wellspring Wellspring Worldwide Inc., a company incorporated in Delaware, USA with company number
3696172;
Wellspring Group Wellspring and its subsidiaries and subsidiary undertakings;
Wider Bidco Group Bidco, Wellspring, funds managed by Resurgens and its affiliates and including any funds
managed
by affiliates of Resurgens or such funds, and their respective subsidiary undertakings,
associated
undertakings and any other body corporate partnership, joint venture or person in which
Bidco,
Wellspring and/or such undertakings (aggregating their interests) have a direct or
indirect
Substantial Interest or the equivalent (excluding, for the avoidance of doubt, any
member
of the Wider Target Group);
Wider Target Group Sopheon, its subsidiary undertakings, associated undertakings and any other undertaking,
body
corporate, partnership, joint venture or person in which Sopheon and/or such
undertakings
(aggregating their interests) have a direct or indirect Substantial Interest or the
equivalent;
GBP or pence pounds sterling or pence, the lawful currency of the UK; and
$ or USD or dollars dollars, the lawful currency of the United States of America.
In this Announcement:
(a) all times referred to are to London time unless otherwise stated;
(b) references to the singular include the plural and vice
versa, unless the context otherwise requires;
(c) "subsidiary", "subsidiary undertaking" and "undertaking"
have the meanings given by the Companies Act and "associated
undertaking" has the meaning given to it by paragraph 19 of
Schedule 6 of the Large and Medium-sized Companies and Groups
(Accounts and Reports) Regulations 2008, other than paragraph 1(b)
thereof which shall be excluded for this purpose; and
(d) all references to statutory provision or law or to any order
or regulation shall be construed as a reference to that provision,
law, order or regulation as extended, modified, replaced or
re-enacted from time to time and all statutory instruments,
regulations and orders from time to time made thereunder or
deriving validity therefrom.
This information is provided by RNS, the news service of the
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END
OUPFEEFEEEDSELE
(END) Dow Jones Newswires
December 22, 2023 08:00 ET (13:00 GMT)
Sopheon (LSE:SPE)
Graphique Historique de l'Action
De Nov 2024 à Déc 2024
Sopheon (LSE:SPE)
Graphique Historique de l'Action
De Déc 2023 à Déc 2024
