Recommended Cash Acquisition of Windward Ltd. by Octopus UK Bidco Limited (a newly formed company wholly-owned by FTV VIII, L.P. and its affiliates) to be Effected by Way of a Merger Under the Israeli Companies Law

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 Is for Information Purposes Only and Is Not an Offer of Securities in Any Jurisdiction in Which Such Offer, Solicitation or Sale Would Be Unlawful Under the Securities Laws of Any Such Jurisdiction

This Announcement Contains Inside Information. Upon The Publication of This Announcement Via a Regulatory Information Service, This Inside Information Is Considered to Be in The Public Domain

LONDON, Dec. 24, 2024 /PRNewswire/ -- The Boards of Windward Ltd. (LSE: WNWD) ("Windward" and, together with its subsidiaries, the "Windward Group") and Octopus UK Bidco Limited ("Bidco"), a wholly-owned subsidiary of FTV VIII, L.P. ("Fund") and its affiliates (together with Fund, the "Fund Group"), are pleased to announce that they have reached agreement on the terms of a recommended cash acquisition by Bidco of the entire issued and to be issued ordinary share capital of Windward (the "Acquisition").

Terms of the Acquisition

Under the terms of the Acquisition, Windward Shareholders will be entitled to receive:

215 pence per Windward Share (the "Offer Price") in cash.

The Acquisition values the entire issued and to be issued ordinary share capital of Windward at approximately £216 million on a fully diluted basis.

The Offer Price represents a premium of approximately:

• 47% to the Closing Price per Windward Share of 146 pence on the Latest Practicable Date;
• 92% to the six-month volume weighted average Closing Price per Windward Share of 112 pence (being the volume weighted average Closing Price for the six-month period ended on the Latest Practicable Date);
• 97% to the twelve-month volume weighted average Closing Price per Windward Share of 109 pence (being the volume weighted average Closing Price for the twelve-month period ended on the Latest Practicable Date); and
• 39% to the IPO price of 155 pence (being the placing price per Windward Share at the time of the IPO on 6 December 2021).

The Offer Price assumes that Windward Shareholders will not receive any dividend, distribution or other return of capital (whether by way of reduction of share capital or share premium account or otherwise) (each a "Distribution") following the date of this Announcement. Under the terms of the Merger Agreement, Windward is prohibited from making or declaring any Distribution on or prior to Completion. If any Distribution is nonetheless declared, made, paid or becomes payable by Windward, Bidco has the right to terminate the Merger Agreement.

Background to and reasons for the Acquisition

Fund has been assessing Windward and its business over recent months, having followed its development over a number of years. Fund believes that Windward is a highly attractive business with a strong management team and strategy, and that the Acquisition represents an attractive opportunity to increase exposure to the growing maritime compliance and supply chain end market. The Acquisition also represents an opportunity for enhanced data and AI led insight across the ecosystem.

Fund sees an opportunity to accelerate Windward's continued expansion from its current market position within the maritime sector, into a broader supply chain analytics provider and plans to support the development of Windward's future product roadmap under private ownership. For this, Windward may require investment, which could reduce profitability in the short to medium term, but should build the strong operational foundations required to support Windward's next phase of growth, scale its platform globally and drive sustainable long-term value.

Fund is confident in the future prospects of Windward's business and believes that moving to private ownership is in the long-term interest of Windward, its customers and its other stakeholders, and offers the best opportunity for Windward management to execute on its strategy and ambition to further accelerate the growth of the business.

Fund has a proven investment track record in the broader software sector and significant competence and know-how in scaling global software businesses. Fund will provide Windward with access to its Global Partner Network® of seasoned technology industry executives, as well as lend M&A expertise and resources to Windward as it leverages the existing platform to assist Windward with executing acquisitions to create long-term value.

Fund has strong confidence in Windward's current management team and believes that Windward has a team of talented employees who will be key to Windward's success going forward. Accordingly, Fund is committed to supporting the existing Windward management team in continuing to execute on its current strategy.

Fund believes that it is well placed to support Windward in the next stage of its development, by providing the capital necessary to accelerate Windward's strategic plan and realise its full potential and international ambitions. Fund sees significant potential from supporting Windward to make further bolt-on and potentially transformational transactions internationally.

Fund considers Windward to be a strong strategic fit with its thematic investment focus and is uniquely positioned to create significant value for Windward and its stakeholders, having built a relationship with Windward over the past seven years.

Background on the Fund Group and Bidco

Octopus Merger Sub Ltd. ("SPV") is a company limited by shares, incorporated in December 2024 under the laws of Israel. Bidco is a private limited company, incorporated in December 2024 under the laws of England and Wales.

SPV is a wholly-owned subsidiary of Bidco, which is itself a wholly-owned subsidiary of the Fund Group. Fund is a growth equity investment firm that has raised over US$6 billion in committed capital, to invest in high growth companies in the enterprise technology and services and financial technology and services sectors.

Fund has a long history of investing in founder-led companies and in October 2024 was included on Inc. "Founder Friendly Investors" list for the fourth year in a row.

Bidco is a newly established company formed by Fund for the purposes of the Acquisition and has neither traded prior to the date of this Announcement nor entered into any obligations other than in connection with the Acquisition.

Approval of the Audit Committee and Windward Independent Directors and recommendation of the Windward Independent Directors

The Windward Independent Directors, who have been so advised by Goldman Sachs Israel LLC, Tel Aviv Branch ("Goldman Sachs") as to the financial terms of the Acquisition, unanimously consider the terms of the Acquisition to be fair and reasonable. In providing their advice to the Windward Independent Directors, Goldman Sachs have taken into account the commercial assessments of the Windward Independent Directors.

In addition to the Windward Independent Directors' approval, the Acquisition requires the approval of the Audit Committee as the Windward Executive Directors have a personal interest in the Acquisition as a result of the Reinvestment (as further detailed in paragraph ‎8 of this Announcement). The Audit Committee unanimously approved the Acquisition prior to the approval of the Windward Independent Directors.

The Windward Independent Directors and the Audit Committee have each unanimously determined the Acquisition to be in the best interests of Windward (including its shareholders). The Windward Independent Directors unanimously recommend that Windward Shareholders vote in favour of the Acquisition at a General Meeting which will be convened in connection with the Acquisition. In accordance with the Israeli Companies Law, the Windward Executive Directors did not participate in the discussion of the Acquisition and did not vote on the Acquisition.

Each Windward Independent Director who holds Windward Shares has irrevocably undertaken to vote in favour of the Acquisition in respect of their own beneficial holdings of 573,962 Windward Shares representing, in aggregate, approximately 0.66% of Windward's issued share capital on the Latest Practicable Date.

In addition, the Windward Executive Directors have irrevocably undertaken to vote in favour of the Acquisition in respect of their own beneficial holdings of, in aggregate, 6,610,092 Windward Shares representing, in aggregate, approximately 7.55% of Windward's issued share capital on the Latest Practicable Date.

Further details of these irrevocable undertakings are set out in Appendix 2 to this Announcement.

Background to and reasons for the Windward Independent Directors' recommendation

Since Windward's AIM flotation in December 2021, Windward's leadership team has delivered a highly attractive operational performance. Windward has more than doubled its ACV and more than tripled its global customer base over the last three financial years.

The Board of Windward and its management regularly review the performance, strategy, competitive position, opportunities, and prospects of Windward in light of the current business, economic climate, industry trends, and market environment.

While the Windward Independent Directors believe Windward is well positioned for future continued success and that the long-term prospects are strong as an independent listed entity, they also recognise that economic, regulatory and competitive uncertainties exist, many of which are beyond Windward's control.

Following engagement with Fund, including the provision of detailed information under a non-disclosure agreement, the Windward Independent Directors have concluded that the proposal received from Fund, following a period of price negotiation and based on interest from other potential bidders, is likely to be more advantageous for Windward's business and its other stakeholders than remaining listed on AIM, as the Acquisition is expected to provide Windward with increased access to the capital required to enable rapid expansion of its business.

The Windward Independent Directors have concluded that the proposal is attractive to Windward Shareholders, in that (i) it provides certainty to Windward Shareholders, as the proposal is deliverable given the limited conditions to Completion and (ii) Windward Shareholders will receive cash consideration only.

Windward Shareholder support

All Windward Independent Directors who hold Windward Shares have, in their capacities as Windward Shareholders, irrevocably undertaken to vote (or procure the vote) in favour of the Acquisition at a General Meeting in respect of their own beneficial holdings, amounting, in aggregate, to 573,962 Windward Shares representing, in aggregate, approximately 0.66% of Windward's issued share capital on the Latest Practicable Date.

In addition, Bidco has received irrevocable undertakings from the Reinvesting Managers (including the Windward Executive Directors), to vote (or procure the vote) in favour of the Acquisition at a General Meeting in respect of their own beneficial holdings, amounting, in aggregate, to 13,290,004 Windward Shares representing, in aggregate, approximately 15.18% of Windward's issued share capital on the Latest Practicable Date.

In total, Bidco has therefore received irrevocable undertakings from Windward Independent Directors and Reinvesting Managers (including the Windward Executive Directors) to vote (or procure the vote) in favour of the Acquisition at a General Meeting, amounting, in aggregate, to 13,863,966 Windward Shares, representing, in aggregate, approximately 15.84% of Windward's issued share capital on the Latest Practicable Date.  

Bidco has also received irrevocable undertakings from certain Windward Shareholders to vote in favour of the Acquisition at a General Meeting, amounting, in aggregate, to 41,628,662 Windward Shares, representing, in aggregate, approximately 47.55% of Windward's issued share capital on the Latest Practicable Date.

In total, Bidco has therefore received irrevocable undertakings to vote (or procure the vote) in favour of the Acquisition at a General Meeting, in respect of a total of 55,492,588 Windward Shares, representing, in aggregate, approximately 63.39% of Windward's issued share capital on the Latest Practicable Date.

Each irrevocable undertaking referred to above (other than that provided by Gresham House Asset Management Ltd) remains binding in the event a higher competing offer is made for Windward by a third party, even in the event of a change in recommendation by the Windward Independent Directors. The irrevocable undertaking provided by Gresham House Asset Management Ltd lapses in the event a competing third party cash offer (where the consideration is not less than 105% of the cash consideration offered by Bidco under the Merger Agreement) for Windward is announced.

Bidco has also received non-binding letters of intent from certain Windward Shareholders, confirming their intention to vote (or procure the vote) in favour of the Acquisition at a General Meeting, in respect of, in aggregate, 11,828,226 Windward Shares, representing, in aggregate, approximately 13.52% of Windward's issued share capital on the Latest Practicable Date. 

Further details of each of these irrevocable undertakings and the letters of intent are set out in Appendix 2 to this Announcement.

Structure, expected timetable and approvals

Completion of the Acquisition requires the approval of a simple majority of the Windward Shareholders present in person or by proxy and actually voting at a General Meeting. Therefore, the Windward Independent Directors intend to send a circular in the form of an information statement ("Information Statement") to the Windward Shareholders as soon as possible and, in any event, by no later than 10 January 2025, the purpose of which is to convene a General Meeting enabling Windward Shareholders to vote on the Acquisition. Full details of the Acquisition will be set out in the Information Statement, which will also specify the actions to be taken by Windward Shareholders.

It is intended that the Acquisition will be effected by means of a merger of SPV into Windward in accordance with the provisions of Israeli Companies Law. The Acquisition is not governed by the City Code on Takeover and Mergers (the "Takeover Code").

The parties currently anticipate that the Acquisition will be completed by the end of Q1 2025, subject to Windward Shareholder approval.

Commenting on the Acquisition, Brad Bernstein, Managing Partner of Fund, said:

"As global seaborne trade expands, regulatory regimes tighten and supply chain pressures mount, the need for advanced maritime intelligence and visibility has become imperative for global organisations to effectively operate and manage risk in an increasingly complex landscape. Windward has built a best-in-class maritime AI-based analytics platform spanning use cases across risk, compliance, trading and the supply chain and delivering tangible value to its growing blue-chip customer base worldwide."

Commenting on the Acquisition, Jerome Hershey, Principal of Fund, said:

"Fund has a long track record of partnering with data and analytics leaders across the governance, risk and compliance sector, and we've long admired what Ami and the Windward team have built since our first meeting in 2017. The company's attractive subscription revenue model demonstrates strong operating leverage and margin expansion. We look forward to partnering with the team to help drive their ambitious vision for product and geographic expansion and an exciting set of organic and inorganic growth initiatives."

Commenting on the Acquisition, Ami Daniel, Chief Executive Officer of Windward, said:

"This marks an exciting next step in the evolution of Windward, providing the opportunity to build upon our first mover advantage in maritime generative AI through accelerated innovation and greater market reach. We are incredibly proud of the growth we have achieved while on the AIM market, and our ability to adapt and incorporate evolving technology, specifically generative AI.  We are truly grateful for our shareholders' support to date, providing us with the funding to expand our offering, enter new markets and continuously create exciting new products. With the success of that investment evident in our accelerated growth rate and bigger scale, now is the time to replicate that success across additional geographic markets. In addition, being US-owned is expected to facilitate expedited penetration and growth in the US market.

The Fund team have an outstanding track record in supporting the scaling of founder-led software businesses globally and we believe that together we will be a significantly stronger organisation. For our customers, the additional investment will enable them to unlock far greater value from their data through our ambitious product roadmap, and for our employees, it provides increased job security and the confidence that we have the funding to drive forward together to achieve our potential."

Commenting on the Acquisition, The Lord Browne of Madingley, Non-Executive Chairman of Windward, said:

"Windward has become firmly established on the world stage, but as an organisation we recognise there remains an untapped opportunity ahead to further transform additional spheres of global trade. Following due consideration, the Windward Independent Directors believe this transaction is in the best interests of all stakeholders, including our shareholders and employees; providing the environment to facilitate this expansion and support the future growth of the company."

This summary should be read in conjunction with the full text of this Announcement and the Appendices which can be accessed here: https://www.londonstockexchange.com/news-article/WNWD/recommended-cash-acquisition-of-windward-ltd/16825703 

Certain definitions and terms used in this Announcement are set out in Appendix 1. Appendix 2 to the Announcement contains details of irrevocable undertakings and the letters of intent received by Bidco. 

For more information, please visit: https://windward.ai/ 

Media Contact

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CMS Cameron McKenna Nabarro Olswang LLP and Epstein Rosenblum Maoz (ERM) are acting as legal advisers to Windward. Willkie Farr & Gallagher (UK) LLP and Gornitzky & Co. are acting as legal advisers to Fund, Bidco and SPV.

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 publication 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. Nothing contained in this Announcement shall be deemed to be a forecast, projection or estimate of the future financial performance of Windward, the Windward Group, Bidco, SPV, Fund or the Fund Group except where otherwise stated.

IMPORTANT NOTICE

Goldman Sachs is acting exclusively for Windward as its financial adviser and no one else in connection with the Acquisition and other matters referred to in this Announcement and will not be responsible to anyone other than Windward for providing the protections afforded to clients of Goldman Sachs or for providing advice in connection with the Acquisition or any other matter or arrangement referred to in this Announcement.

Canaccord Genuity Limited ("Canaccord Genuity"), which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for Windward as its nominated adviser and broker and no one else in connection with the Acquisition and will not be responsible to anyone other than Windward for providing the protections afforded to clients of Canaccord Genuity or for providing advice in connection with the Acquisition or any other matter or arrangement referred to in this Announcement.

N.M. Rothschild & Sons Limited ("Rothschild & Co"), which is authorised and regulated by the Financial Conduct Authority is acting exclusively for Fund, Bidco and SPV and for no one else in connection with the Acquisition and will not regard any other person as its client in relation to the Acquisition and will not be responsible to anyone other than Fund, Bidco and SPV for providing the protections afforded to clients of Rothschild & Co, nor for providing advice in relation to any matter referred to in this Announcement.

Further information

The Acquisition is not governed by the Takeover Code. As set out in Windward's admission document dated 30 November 2021, Windward has incorporated certain provisions in its articles of association, which seek to provide shareholders with a similar standard of protections otherwise afforded by the Takeover Code. These include provisions similar to Rule 9 of the Takeover Code and therefore may require that any person who acquires, whether by a series of transactions over a period of time or not, an interest (as defined in the Takeover Code) in shares which, taken together with shares in which it is already interested or in which persons acting in concert with it are interested, carry 30% or more of the voting rights of Windward, is normally required to make a general offer to all the remaining shareholders to acquire their shares. Additionally, similar to Rule 9 of the Takeover Code, the articles of association of Windward also provide that when any person, together with persons acting in concert with it, is interested in shares which, in aggregate, carry more than 30% of the voting rights of Windward, but does not hold shares carrying 50% or more of such voting rights, a general offer will normally be required if any further interest in shares is acquired by any such person. Please refer to the latest articles of association available at the Windward website at https://windward.ai for further details.

This Announcement is for information purposes only and does not constitute an offer to sell or an invitation to purchase any securities or the solicitation of an offer to buy any securities, pursuant to the Acquisition or otherwise. The Acquisition will be made solely by means of an Information Statement to be sent to the Windward Shareholders, which will contain the full terms and conditions of the Acquisition, including details of how the Acquisition can be approved.

Windward accepts no responsibility for the information contained in this Announcement other than that which relates to Windward and any member of the Windward Group and the recommendation of the Windward Independent Directors in relation to the Acquisition. Fund accepts no responsibility for the information contained in this Announcement other than information relating to Bidco, SPV, Fund and the Fund Group and accepts no responsibility for any information that that relates to Windward and any member of the Windward Group and the recommendation of the Windward Independent Directors in relation to the Acquisition.

Overseas jurisdictions

The release, publication or distribution of this Announcement in certain jurisdictions may be restricted by law. Persons who are not resident in the United Kingdom or who are subject to the laws of other jurisdictions should inform themselves of, and observe, any applicable requirements. Any failure to comply with these restrictions may constitute a violation of securities laws of any such jurisdictions. To the fullest extent permitted by law, Windward and Fund disclaim any responsibility or liability for the violation of such restrictions by such person.

Notice to US holders

The Acquisition relates to the shares of an Israeli company and is being effected by way of a reverse triangular merger under Israeli Companies Law. The Acquisition will not be subject to any review or registration procedures of any securities regulatory authority outside of Israel and has not been approved or recommended by any such securities regulatory authority outside of Israel. In particular, neither this Announcement nor the Information Statement has been, or will be, approved by the United States Securities and Exchange Commission or any other authority of the United States, nor has any such authority determined or approved, or will determine or approve, the adequacy or accuracy of the information contained in this Announcement or the Information Statement.

The Acquisition is subject to the disclosure requirements and practices applicable in Israel which differ from the disclosure requirements of US tender offer and proxy solicitation rules.  Accordingly, the Acquisition may be subject to disclosure and other procedural requirements, including with respect to the Acquisition timetable, financial information and basis of accounting, settlement procedures and timing of payments that are different from those applicable under US tender offer laws.

In accordance with Rule 14e-5 under the Exchange Act, Fund, certain affiliated companies and the nominees or brokers (acting as agents) may make certain purchases of, or arrangements to purchase, Windward Shares during the period between the date of this Announcement and the date on which Windward Shareholders approve the Acquisition at a General Meeting. If such purchases or arrangements to purchase were to be made, they would be made outside the US either in the open market at prevailing prices or in private transactions at negotiated prices and would comply with applicable law, including, to the extent applicable, the Exchange Act. Any information about such purchases will be disclosed as required in the UK and reported to a Regulatory Information Service in the UK.

Financial information included in this Announcement has been, or will have been, prepared in accordance with accounting standards that may not be comparable to financial information of US companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the US.

The receipt of consideration by a US holder for the transfer of its Windward Shares pursuant to the Acquisition may be a taxable transaction for US federal income tax purposes and under applicable US state and local, as well as non-US and other, tax laws. Each affected Windward Shareholder is urged to consult their independent professional adviser immediately regarding the tax consequences of the Acquisition applicable to them, including under applicable US federal, state and local, as well as non-US and other, tax laws.

It may be difficult for US holders of Windward Shares to enforce their rights and claims arising out of the US federal securities laws since Windward is organised in countries other than the United States and some or all of their officers and directors may be residents of, and some or all of their assets may be located in, jurisdictions other than the United States. US holders may have difficulty effecting service of process within the United States upon those persons or recovering against judgments of US courts, including judgments based upon the civil liability provisions of the US federal securities laws. US holders may not be able to sue a non-US company or its officers or directors in a non-US court for violations of US securities laws. Further, it may be difficult to compel a non-US company and its affiliates to subject themselves to a US court's judgment.

Cautionary note regarding forward-looking statements

This Announcement contains certain forward-looking statements with respect to the financial condition, results of operations and businesses of Windward and Fund and their respective Groups, and certain plans and objectives of Fund. All statements other than statements of historical fact are, or may be deemed to be, forward-looking statements. Forward-looking statements are statements of future expectations that are based on management's current expectations and assumptions and involve known and unknown risks and uncertainties that could cause actual results, performance or events to differ materially from those expressed or implied in these statements. Forward-looking statements include, among other things, statements concerning the potential exposure of Windward and Fund to market risks and statements expressing management's expectations, beliefs, estimates, forecasts, projections and assumptions, including as to future potential cost savings, synergies, earnings, cash flow, return on average capital employed, production and prospects. These forward-looking statements are identified by their use of terms and phrases such as "anticipate", "believe", "could", "estimate", "expect", "goals", "intend", "may", "objectives", "outlook", "plan", "probably", "project", "risks", "seek", "should", "target", "will" and similar terms and phrases.

Each forward-looking statement speaks only as of the date of this Announcement. None of Windward, the Windward Group, Bidco, SPV, Fund or the Fund Group, undertakes any obligation to publicly update or revise any forward-looking statement as a result of new information, future events or otherwise, except to the extent legally required. In light of these risks, results could differ materially from those stated, implied or inferred from the forward-looking statements contained in this Announcement.

 

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