Tungsten Corporation PLC Offer Update: Change in Recommendation (3134M)

TIDMTUNG

RNS Number : 3134M

Tungsten Corporation PLC

20 May 2022

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.

20 May 2022

Tungsten Corporation plc ("Tungsten")

Statement regarding the withdrawal of the Tungsten Directors' recommendation of the acquisition by Pagero

Following the announcement today of an recommended increased all cash offer for Tungsten by Project California Bidco Limited, a newly-formed vehicle, indirectly wholly-owned by Kofax Parent Limited ("Kofax"), for the entire issued and to be issued ordinary share capital of Tungsten (the "Revised Kofax Offer"), the Tungsten Directors confirm that they have withdrawn their recommendation in favour of the acquisition of Tungsten by Pagero Group AB (publ) (the "Pagero Offer") and that they intend to recommend unanimously that Tungsten shareholders vote in favour of the Revised Kofax Offer.

The Revised Kofax Offer price of 55 pence per share in cash represents an aggregate value of approximately GBP70.6 million for Tungsten's entire issued and to be issued share capital and represents a premium of 14.6 per cent. to the Pagero Offer price of 48 pence per share.

The Revised Kofax Offer represents:

-- an increase of 7 pence per Scheme Share (14.6 per cent.) and, in aggregate, approximately GBP9.1 million in the total offer value on a fully diluted basis, to the terms of the Pagero Offer; and

-- an increase of 13 pence per Scheme Share (31.0 per cent.) and, in aggregate, approximately GBP16.8 million in the total offer value on a fully diluted basis, to the terms of the Original Kofax Offer.

-- 89.7 per cent. to the Closing Price of 29.0 pence per Tungsten Share on 13 December 2021 (being the last Business Day before the commencement of the Offer Period);

-- 10.6 per cent. to the Closing Price of 49.75 pence per Tungsten Share on 19 May 2022 (being the latest practicable date prior to the date of this Announcement (the "Last Practicable Date");

-- 111.5 per cent. to the volume-weighted average price of 26.0 pence per Tungsten Share for the one-month period ended 13 December 2021 (being the last Business Day before the commencement of the Offer Period);

-- 105.2 per cent. to the volume-weighted average price of 26.8 pence per Tungsten Share for the three-month period ended 13 December 2021 (being the last Business Day before the commencement of the Offer Period); and

-- 82.1 per cent. to the volume-weighted average price of 30.2 pence per Tungsten Share for the six-month period ended 13 December 2021 (being the last Business Day before the commencement of the Offer Period).

The terms of the Revised Kofax Offer represent an attractive premium for Tungsten Shareholders over the terms of the Pagero Offer and accordingly the Tungsten Directors urge Tungsten Shareholders to take no action in respect of the Pagero Offer.

The Tungsten Directors unanimously intend to recommend that, in the case of the Court Meeting reconvened in respect of the Revised Kofax Offer (the "Reconvened Court Meeting"), the Scheme Shareholders and, in the case of the General Meeting reconvened in respect of the Revised Kofax Offer (the "Reconvened General Meeting" and, together with the Reconvened Court Meeting, the "Reconvened Meetings"), the Tungsten Shareholders vote in favour of the resolutions relating to the Revised Kofax Offer at the Reconvened Meetings (or in the event that the Revised Acquisition is implemented by an Offer, to accept or procure acceptance of such Offer).

As announced on 13 May 2022, the Reconvened Court Meeting and the Reconvened General Meeting in connection with the Revised Kofax Offer will both be held on 9 June 2022. The Reconvened Court Meeting will start at 2.00 pm and the Reconvened General Meeting will start at 2.15 pm (or as soon thereafter as the Reconvened Court Meeting has concluded or been adjourned). The Reconvened Meetings will be held at the offices of Memery Crystal, 165 Fleet Street, London EC4A 2DY.

The Tungsten Directors who hold Tungsten Shares have already irrevocably undertaken, in respect of the Original Kofax Offer, and which undertakings continue to apply in respect of the Revised Kofax Offer, to vote in favour of the resolutions at the Reconvened Meetings in respect of their own beneficial holdings totalling 1,305,253 Tungsten Shares, representing approximately 1.0 per cent. of existing issued ordinary share capital of Tungsten as at the Last Practicable Date.

Commenting on the Offer, Tony Bromovsky, Chairman of Tungsten, said:

"The Board of Tungsten is pleased to recommend Kofax's revised cash offer for Tungsten which represents an increase of 7 pence to Pagero's offer of 48 pence per Tungsten Share, an approximate 89.7 per cent. premium to the undisturbed share price on 13 December 2021 and an approximate 31.0 per cent increase on Kofax's previous offer. This Revised Kofax Offer provides our shareholders with even greater value in cash for their shares and, as I said previously, provides Tungsten with the opportunity to expand the scale of its business by offering its products to a wider customer base leveraging Kofax's geographical reach, capacity for investment and operational infrastructure."

Certain definitions and terms used in this Announcement not otherwise defined are set out in Part IX (Definitions) of the Kofax scheme document published on 25 April 2022.

Further announcements will be made as and when appropriate.

Enquiries

 
 Tungsten Corporation plc                        Tel: [phone] 
                                                  6980 
 Paul Cooper, Chief Executive Officer 
 
 Canaccord Genuity Limited (Financial Adviser,   Tel: [phone] 
  Nominated Adviser and Corporate Broker          8000 
  to Tungsten) 
 Simon Bridges 
 Andrew Potts 
 
 Tavistock (financial PR and IR)                 Tel: [phone] 
                                                  3150 
 Heather Armstrong                               [e-mail] 
 Katie Hopkins 
 
 

About Tungsten Corporation plc

Tungsten Corporation (AIM: TUNG) is the world's largest, compliant business transaction network. A leading global electronic invoicing and purchase order transactions network; Tungsten's mission is centred on enabling a touchless invoice process allowing businesses around the globe to gain maximum value from their invoice process.

Tungsten processes invoices for 60% of the FTSE 100 and 68% of the Fortune 500. It enables suppliers to submit tax compliant e-invoices in 54 countries, and last year processed transactions worth over 220 billion for organisations such as Caesars Entertainment, Computacenter, GlaxoSmithKline, Kraft Foods, Mohawk Industries, Mondelēz International, Procter & Gamble, Shaw Industries, Unilever, and the US Federal Government.

Founded in 2000 and headquartered in London, Tungsten has offices in the US, Bulgaria, and Malaysia, employing over 227 people.

The information contained within this announcement is deemed to constitute inside information as stipulated under the Market Abuse (Amendment) (EU Exit) Regulations 2019. Upon the publication of this announcement, this inside information is now considered to be in the public domain.

Publication on website

In accordance with Rule 26.1 of the Takeover Code, a copy of this announcement will be available (subject to certain restrictions relating to persons resident in restricted jurisdictions) at https://www.tungsten-network.com by no later than 12 noon (London time) on the business day following the date of this announcement. The content of the website referred to in this announcement is not incorporated into and does not form part of this announcement.

Important notices

This announcement is not intended to, and does not, constitute or form part of any offer, invitation or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities or the solicitation of any vote in any jurisdiction whether pursuant to this announcement or otherwise, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

The release, publication, or distribution of this announcement in whole or in part, directly or indirectly, in, into or from certain jurisdictions outside the United Kingdom may be restricted by law and therefore persons into whose possession this announcement comes should inform themselves about, and observe, such restrictions. Any failure to comply with the restrictions may constitute a violation of the securities law of any such jurisdiction.

Canaccord Genuity Limited, which is authorised and regulated in the United Kingdom by the FCA, is acting as financial adviser and corporate broker exclusively for Tungsten and for no one else in connection with the Proposal and will not regard any other person as its client in relation to the matters referred to in this announcement and will not be responsible to anyone other than Tungsten for providing the protections afforded to clients of Canaccord Genuity Limited, nor for providing advice in relation to the Proposal or any other matter referred to in this announcement.

Overseas Shareholders

This announcement has been prepared for the purpose of complying with English law, the Takeover Code, the Market Abuse Regulation, the Disclosure Guidance and Transparency Rules and the AIM Rules 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 England.

The release, publication or distribution of this announcement in or into certain jurisdictions other than the UK may be restricted by law. Persons who are not resident in the UK or who are subject to other jurisdictions should inform themselves of, and observe, any applicable requirements. Persons who are not resident in the UK should inform themselves of, and observe, any applicable requirements, as any failure to comply with such requirements may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable law, Tungsten disclaims any responsibility or liability for the violation of such restrictions by any person.

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May 20, 2022 09:46 ET (13:46 GMT)