REG - SailPoint Tech, Inc. - Rule 19.6(b) Update

Osirium TechnologiesAnnouncement

22/11/2023 08:15

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RNS Number : 2036U  SailPoint Technologies, Inc.  22 November 2023

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A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION

 

FOR IMMEDIATE RELEASE

 

22 November 2023

 

SAILPOINT TECHNOLOGIES UK LIMITED ("Bidco")

(a wholly-owned indirect subsidiary of SailPoint Parent, L.P. ("SailPoint"))

Rule 19.6(b) update to stated post-offer intention statement with regard to
Osirium Technologies plc ("Osirium")

 

Bidco announces that, further to the completion of its acquisition of Osirium
on 30 October 2023 (the "Acquisition"), Bidco and SailPoint intend to take
certain courses of action which differ from those described in the statements
of intent made pursuant to Rule 2.7(c)(vi) and 24.2(a)(ii)-(iii) of the City
Code on Takeovers and Mergers (the "Stated Intentions") which were set out in
its announcement of 30 August 2023 (the "2.7 Announcement") and the scheme
document published in connection with the Acquisition on 18 September 2023
(the "Scheme Document" and together with the 2.7 Announcement, the "Offer
Documentation").

 

Capitalised terms in this announcement, unless otherwise defined, have the
same meanings as set out in the Scheme Document.

 

This announcement is required under Rule 19.6(b) of the City Code on Takeovers
and Mergers.

 

The Offer Documentation described that SailPoint's preliminary analysis to
identify potential synergies across the SailPoint Group and the Osirium Group
indicated, as at the dates of the relevant Offer Documentation, that there
would be a degree of duplication within functions including sales and
marketing, customer services, and other general and administrative functions
which may no longer be relevant for Osirium as a part of the SailPoint Group.

 

The Offer Documentation further described that during a 90-day detailed
integration review period following completion of the Acquisition, SailPoint
intended, as at the dates of the Offer Documentation, to complete a
comprehensive organisational review, engagement and planning exercise
following the Acquisition which will involve a range of stakeholders,
including any affected employees and any appropriate employee representative
bodies (the "Review").

 

The Stated Intentions included SailPoint's intention, as at the dates of the
Offer Documentation, that the removal of duplicative functions as referred to
above could involve material headcount reductions in the 12 months following
the completion of the Acquisition representing up to 40 per cent. of Osirium's
employees as at the date of the 2.7 Announcement.

 

Following their initial period of ownership and during the course of the
Review, taking into account comprehensive planning for any required
information consultation procedures with employees, Bidco and SailPoint now
consider that the removal of duplicative function as referred to above could
involve material headcount reductions in the 12 months following the
completion of the Acquisition representing up to 45.3 per cent. of Osirium's
employees as at the date of the 2.7 Announcement. This represents an
additional three employees in excess of the number of employees contemplated
in the Stated Intentions.

 

Enquiries

 

 SailPoint and Bidco

 c/o Cavendish

 Cavendish Capital Markets Limited            +44 20 7220 0500

 (Financial Adviser to SailPoint and Bidco)

 Henrik Persson

 Fergus Sullivan

Kirkland & Ellis International LLP is acting as legal adviser to Bidco and
SailPoint.

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