Top Image Systems Enters into a Definitive Agreement to Be Acquired by Kofax; Stockholders to Receive $0.86 in Cash per Share...
04 Février 2019 - 2:00PM
Top Image Systems Ltd. (NASDAQ:TISA), a global innovator of
intelligent content processing solutions, today announced that it
has signed a definitive agreement to be acquired by Kofax, a
leading supplier of Intelligent Automation software to automate and
digitally transform end-to-end processes, and a portfolio company
of leading private equity investment firm, Thoma Bravo. Under the
terms of the agreement, Top Image Systems stockholders will receive
$0.86 per share in cash for each ordinary share of Top Image
Systems, representing a 65% premium over Top Image Systems' volume
weighted average price (VWAP) over the past 30 trading days.
Brendan F. Reidy, Chief Executive Officer of Top Image Systems,
commented: “We are pleased to announce this transaction with Kofax.
The transaction will allow Top Image Systems to continue to provide
its innovative content processing and remittance solutions to our
customers while benefitting from the substantial resources of Kofax
and Thoma Bravo. Our Board of Directors believes this transaction
is in the best interest of our stockholders.”
“TIS customers will enjoy single-vendor access to Kofax’s
Intelligent Automation solutions that deliver increased efficiency,
enabling the human and digital workforces of tomorrow,” said
Reynolds C. Bish, Chief Executive Officer of Kofax. “Leveraging
TIS’ SaaS expertise will assist us as we further advance the secure
cloud capabilities of our end-to-end Intelligent Automation
platform.”
The Board of Directors of Top Image Systems has unanimously
voted to approve the definitive agreement and to recommend that
stockholders approve the transaction. Closing of the transaction is
subject to customary closing conditions, including, among others,
the affirmative vote in favor of the transaction by holders of a
majority of the Company's outstanding ordinary shares present and
voting at a meeting, and required regulatory approvals. It is
anticipated that the special meeting of Top Image Systems’
stockholders to vote on the transaction will be held in early 2019,
and, if the transaction is approved, the merger would be expected
to close shortly thereafter.
The transaction will be financed with cash from Kofax's balance
sheet. There is no financing contingency to the obligations of
Kofax to consummate the transaction. Canaccord Genuity LLC is
serving as financial advisor to Top Image Systems, and Greenberg
Traurig, LLP is acting as legal counsel to Top Image Systems.
About Top Image Systems Top Image Systems™
(TIS™) Ltd. is a global innovator of on-premise and cloud-based
applications that optimize content-driven business processes such
as procure to pay operations, remittance processing, integrated
receivables, customer response management and more. Whether
originating from mobile, electronic, paper or other sources, TIS
solutions automatically capture, process and deliver content across
enterprise applications, transforming information entering an
organization into useful and accessible electronic data,
delivering it directly and efficiently to the relevant business
system or person for action with as little manual handling as
possible. TIS’ solutions are marketed in more than 40 countries
through a multi-tier network of distributors, system integrators,
value-added resellers and strategic partners. Visit the
company's website at https://www.topimagesystems.com/ for more
information.
Top Image Systems Caution Concerning Forward-Looking
Statements Certain matters discussed in this news release
are forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995. Forward-looking
statements involve known and unknown risks, uncertainties and other
factors that may cause our actual results to be materially
different from any future results expressed or implied in those
forward-looking statements. Words such as "will," "expects,"
"anticipates," "estimates," and words and terms of similar
substance in connection with any discussion of future operating or
financial performance identify forward-looking statements. These
statements are based on management's current expectations or
beliefs and are subject to a number of risks and uncertainties that
could cause actual results to differ materially including, but not
limited to, risks in product development, approval and introduction
plans and schedules, rapid technological change, customer
acceptance of new products, the impact of competitive products and
pricing, the lengthy sales cycle, proprietary rights of TIS and its
competitors, risk of operations in Israel, government regulation,
litigation, general economic conditions and other risk factors
detailed in the Company's most recent annual report on Form 20-F
and other subsequent filings with the United States Securities and
Exchange Commission. We are under no obligation to, and expressly
disclaim any obligation to, update or alter our forward-looking
statements, whether as a result of new information, future events
or otherwise.
Contacts: TIS Investors
Contact: James Carbonara, Regional Vice President, Hayden
IR james@haydenir.com + 1 646 755 7412
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