REG - Sopheon PLC - Satisfaction of NSIA Condition

SopheonAnnouncement

11/01/2024 09:00

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RNS Number : 3924Z  Sopheon PLC  11 January 2024

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR
FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE
RELEVANT LAWS OF THAT JURISDICTION

 

FOR IMMEDIATE RELEASE

 

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

 

 
             11 January 2024

 

RECOMMENDED CASH OFFER

 

by

 

IOPS BUYER INC.

(a wholly-owned subsidiary of Wellspring Worldwide Inc.)

 

for

 

SOPHEON PLC

 

Satisfaction of NSIA Condition

 

On 31 October 2023 the board of directors of Sopheon plc ("Sopheon") (the
"Sopheon Directors") announced an agreement in principle with the board of
directors of IOps Buyer Inc. ("Bidco"), a wholly-owned subsidiary of
Wellspring Worldwide Inc. ("Wellspring"), on the terms of a possible cash
offer for the entire issued and to be issued share capital of Sopheon.

 

On 22 December 2023, Bidco and Sopheon announced that they had reached
agreement on the terms of a recommended cash offer to be made by Bidco for the
entire issued and to be issued share capital of Sopheon (the "Acquisition" and
the "Rule 2.7 Announcement").

 

The Rule 2.7 Announcement set out that the Acquisition will be implemented by
way of a Court-sanctioned scheme of arrangement under Part 26 of the Companies
Act 2006 (although Bidco reserves the right to effect the Acquisition by way
of a Takeover Offer, with the consent of the Takeover Panel and subject to the
terms of the Co-operation Agreement) and that the Acquisition is conditional,
amongst other things, on satisfaction of the NSIA Condition set out at
paragraph 3(a) of Part A of Appendix I of the Rule 2.7 Announcement.

 

On 10 January 2024, Bidco received a notification from the Secretary of State
that it will not be taking any further action in relation to the Acquisition.
The boards of directors of Bidco and Sopheon are subsequently pleased to
confirm that the NSIA Condition has been satisfied.

 

The Acquisition remains subject to certain other Conditions, including (but
not limited to) (i) approval of the Scheme by Scheme Shareholders, (ii) the
passing of the Resolution necessary to implement the Scheme by the requisite
majority at the General Meeting, (iii) sanction of the Scheme by the Court at
the Sanction Hearing, (iv) delivery of a copy of the Court Order to the
Registrar of Companies and (v) the satisfaction (or, where applicable, waiver)
of the remaining general Conditions set out in Appendix I of the Rule 2.7
Announcement. The full terms and conditions will be set out in the Scheme
Document.

 

Timetable

 

An expected timetable of key events relating to the Acquisition will be
provided in the Scheme Document which is expected to be published and sent to
Scheme Shareholders on or around 16 January 2024. A further announcement will
be made by Sopheon following the posting of the Scheme Document to Scheme
Shareholders.

 

Capitalised terms used but not otherwise defined in this Announcement shall
have the meaning given to them in the Rule 2.7 Announcement.

 

Enquiries:

 

 Sopheon                                                               via Cavendish
 Andy Michuda, Executive Chairman
 Greg Coticchia, Chief Executive Officer
 Arif Karimjee, Chief Financial Officer

 Cavendish (Nominated Adviser and Broker to the Company)               +44 (0) 20 7220 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, Wellspring and Bidco)  +44 (0) 20 3798 5700
 Junya Iwamoto
 Felix Beck

 

King & Spalding International LLP are retained as legal advisers to
Resurgens, Wellspring and Bidco.

 

Squire Patton Boggs (UK) LLP are retained as legal adviser to Sopheon.

 

Important Notices

 

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, the Scheme or otherwise. No representation or warranty,
express or implied, is made by Cavendish as to the contents of this
Announcement.

 

Raymond James, which is authorised and regulated in the United Kingdom by the
FCA, is acting as financial adviser to Resurgens, Wellspring and Bidco and
no-one else in connection with the matters described in this Announcement and
will not be responsible to anyone other than Resurgens, Wellspring or Bidco
for providing the protections afforded to clients of Raymond James nor for
providing advice in connection with the matters referred to herein. Neither
Raymond James nor any of its affiliates 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 Raymond
James in connection with this Announcement, any statement contained herein,
the Acquisition or otherwise.

 

Further Information

 

 

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
service 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.

 

Publication on website

 

In accordance with Rule 26.1 of the Code, a copy of this Announcement will be
made available (subject to certain restrictions relating to persons resident
in Restricted Jurisdictions), free of charge, on Sopheon's website at
www.sopheon.com/investors and on Bidco's website at
https://offer.wellspring.com/news by no later than 12:00 noon on the Business
Day following this Announcement. Neither the contents of this website nor the
content of any other website accessible from hyperlinks on such websites is
incorporated into, or forms 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 p.m.
(London time) on the 10th business day following the commencement of the offer
period and, if appropriate, by no later than 3:30 p.m. (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 p.m. (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.

 

Independent advice

 

If you are in any doubt about the contents of this Announcement or the action
you should take, you are recommended to seek your own independent financial
advice immediately from your stockbroker, bank manager, solicitor or
independent financial adviser duly authorised under FSMA if you are resident
in the United Kingdom or, if not, from another appropriately authorised
independent financial adviser.

 

 

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