TIDMSPE
RNS Number : 8095U
Sopheon PLC
28 November 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 IS AN ANNOUNCEMENT FALLING UNDER RULE 2.4 OF THE CITY CODE
ON TAKEOVERS AND MERGERS (THE "CODE") AND DOES NOT CONSTITUTE AN
ANNOUNCEMENT OF A FIRM INTENTION TO MAKE AN OFFER UNDER RULE 2.7 OF
THE CODE. THERE CAN BE NO CERTAINTY THAT ANY OFFER WILL BE
MADE.
FOR IMMEDIATE RELEASE
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
SOPHEON PLC
("Sopheon", the "Company" or the "Group")
Offer update - extension to PUSU Deadline
On 31 October 2023, Sopheon announced that it had reached
agreement in principle on the key terms of a possible cash offer by
IOps Buyer Inc. ("Bidco"), for the entire issued and to be issued
share capital of the Company at a price of GBP10.00 per Sopheon
share (the "Possible Offer", the "2.4 Announcement").
IOps Buyer Inc. ("Bidco") is a wholly-owned subsidiary of
Wellspring Worldwide Inc. ("Wellspring", and together with its
affiliates, the "Wellspring Group") and Wellspring is backed and
controlled by Resurgens Technology Partners ("Resurgens"), a
technology-focused private equity firm headquartered in Atlanta,
Georgia, USA.
The 2.4 Announcement stated that, in accordance with Rule 2.6(a)
of the Code, Bidco was required, by not later than 5.00 p.m.
(London time) on 28 November 2023, to do one of the following: (i)
announce a firm intention to make an offer for Sopheon in
accordance with Rule 2.7 of the Code; or (ii) announce that it does
not intend to make an offer for Sopheon, in which case the
announcement will be treated as a statement to which Rule 2.8 of
the Code applies.
As previously disclosed in the 2.4 Announcement, discussions
relating to the Possible Offer are well advanced and Bidco's due
diligence has been completed to Bidco's satisfaction. The board of
Sopheon has also confirmed to Bidco that it intends to unanimously
recommend the Possible Offer to Sopheon's shareholders, should a
firm offer be made on these terms. The announcement of a firm
intention to make an offer pursuant to Rule 2.7 of the Code is
subject to the receipt of a regulatory clearance by the Wellspring
Group, for which a relevant application has been submitted and
which is expected to be received in or before late December 2023,
as well as customary clerical finalisation of documentation.
Wellspring Group and Resurgens are working hard to expedite this
regulatory clearance process and will proceed to make an
announcement of a firm intention of an offer as soon as
practicable. In order to allow further time to receive such
clearances, the Board of Sopheon has requested that the Panel
extend the PUSU Deadline in accordance with Rule 2.6(c) of the
Code.
In the light of this request, an extension has been granted by
the Panel and, in accordance with Rule 2.6(a) of the Code, Bidco is
required, by not later than 5.00pm on 26 December 2023, either to
announce a firm intention to make an offer in accordance with Rule
2.7 of the Code or to announce that it does not intend to make an
offer, in which case the announcement will be treated as a
statement to which Rule 2.8 of the Code applies. This deadline may
be further extended with the consent of the Panel, at Sopheon's
request, in accordance with Rule 2.6(c) of the Code.
Important Takeover Code notes
As detailed in the 2.4 Announcement and in accordance with Rule
2.5 of the Code, Bidco reserves the right to offer an alternative
form of consideration, in addition to the cash consideration
contemplated by the Possible Offer. Bidco also reserves the right
to make an offer on less favourable terms than the Possible Offer
(i) with the agreement or consent of the board of Sopheon; (ii) if
a third party announces a firm intention to make an offer for
Sopheon which, at that date, is of a value less than the value of
the Possible Offer; or (iii) following the announcement by Sopheon
of a Rule 9 waiver transaction pursuant to Appendix 1 of the Code
or a reverse takeover (as defined in the Code).
There can be no certainty either that any offer will ultimately
be made for the Company.
A further announcement will be made when appropriate. This
announcement has been made with the consent of Bido.
Enquiries:
Sopheon via Cavendish
Andy Michuda , Executive Chairman
Greg Coticchia, Chief Executive Officer
Arif Karimjee , Chief Financial Officer
Cavendish Capital Markets Ltd (Nominated +44 (0) 20 7220
Adviser and Broker to the 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
This Announcement contains inside information for the purposes
of Article 7 of the Market Abuse Regulation (EU) No 596/2014 (as it
forms part of U.K. domestic law by virtue of the European Union
(Withdrawal) Act 2018). Upon publication of this Announcement, this
inside information will be considered to be in the public domain.
The person responsible for arranging the release of this
Announcement on behalf of the Company is Arif Karimjee, Chief
Financial Officer.
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, a scheme of
arrangement or otherwise. No representation or warranty, express or
implied, is made by Cavendish as to the contents of this
Announcement.
Publication on website
A copy of this Announcement will be made available (subject to
certain restrictions relating to persons resident in restricted
jurisdictions) at www.sopheon.com and
https://offer.wellspring.com/news by no later than 12 noon (London
time) on the business day following the release of this
Announcement in accordance with Rule 26.1 of the Code. The content
of the website referred to in this Announcement is not incorporated
into and does not form part of this Announcement.
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 pm (London time) on the 10th business day following the
commencement of the offer period and, if appropriate, by no later
than 3.30 pm (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 pm (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.
Note
References to "Code" are to the rules of the City Code on
Takeovers and Mergers. The terms "offeror", "offeree company",
"offer period", "interested" (and related variations), "relevant
securities", "deals" (and related variations) and "acting in
concert" all bear the same meanings given to them in the City Code
on Takeovers and Mergers.
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END
OUPNKOBBABDDODB
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