LEXINGTON, Ky. (May 6, 2014) — Lexmark International Inc. (NYSE: LXK) intends to acquire Sweden-based ReadSoft, a provider of business data and information management products that would be combined with Lexmark’s Perceptive Software operation.
Lexmark today announced a cash tender offer for all outstanding shares of ReadSoft (NASDAQ OMX: RSOF-B) at $6.11 in cash for each Series A and Series B share for a price of approximately $182 million, net of cash acquired. ReadSoft’s Board of Directors has unanimously recommended in favor of Lexmark’s tender offer, and it is also supported by ReadSoft’s two largest shareholders.
Upon successful completion of the tender offer, ReadSoft will be combined with Lexmark’s Perceptive Software. With the addition of ReadSoft, Perceptive Software will significantly grow its software presence with additional document process automation capabilities and the expansion of its footprint in Europe.
ReadSoft’s technology and market presence will also complement Lexmark’s Perceptive Software, strengthening its position as a leading provider of intelligent data capture software solutions for back office processes.
ReadSoft is a leading global provider of software solutions that automate business processes, both on premise and in the cloud. Its software captures, classifies, sorts and routes both hard copy and digital business documents, provides approval workflows, and automatically extracts and verifies relevant data before depositing it into a customer’s systems of record.
“Our tender offer for the shares of ReadSoft supports Lexmark’s ongoing strategy of building our high value solutions that help our customers manage their unstructured information challenges,” said Paul Rooke, Lexmark chairman and CEO. “The combination of ReadSoft and Perceptive Software will enhance our ability to create solutions that manage the ever-expanding forms of content, from traditional hard copy documents to mobile video and audio in today’s digital business environment.
“The two companies are both strategically focused on developing industry-specific solutions, creating synergies that will help us develop unique offerings for our customers to capture, manage and access their information more efficiently,” Rooke added.
ReadSoft is recognized in the industry for its strong integrations with leading ERP systems such as SAP and Oracle, for applications that include invoice processing, accounts payable automation and sales order processing. Its software also automates a wide variety of business processes that include claims, applications, and questionnaire processing across a number of targeted industry segments.
ReadSoft has over 12,000 customers worldwide, operates in 70 countries and has more than 350 channel partners. ReadSoft also has many enterprise customers diversified across multiple industries, including manufacturing, retail, banking and insurance, and the public sector. Well-known enterprise customers include BASF, Siemens, Bosch, HSBC Bank, ING, Lego and John Deere.
“The ReadSoft team has built strong capture and business process technologies that are used by organizations around the world, particularly in Europe,” said Scott Coons, Perceptive Software president and chief executive officer and Lexmark vice president. “ReadSoft will join Perceptive Software’s global team of process and content management experts, while its leadership in the European market will further strengthen Perceptive Software’s global footprint.”
“The Board of Directors of ReadSoft has carefully considered the offer and views Lexmark as an excellent owner committed to the further development of ReadSoft’s business, and has therefore decided to recommend the shareholders to accept the tender offer from Lexmark,” said Göran Larsson, chairman of the board of ReadSoft.
ReadSoft was founded in 1991 and has approximately 625 employees. The company is headquartered in Helsingborg, Sweden. Its full-year 2013 revenue was approximately $117 million.
Completion of the tender offer is contingent upon acceptance by ReadSoft shareholders representing more than 90 percent of the total number of outstanding shares of ReadSoft, applicable regulatory clearances and other customary closing conditions. The tender offer is expected to close in the second quarter of 2014.
This tender offer for ReadSoft is consistent with Lexmark’s stated capital allocation strategy to pursue acquisitions that strengthen and support the growth of Lexmark solutions capabilities, while returning more than 50 percent of free cash flow to shareholders, on average, through quarterly dividends and share repurchases. Since the first quarter of 2011, Lexmark has returned to shareholders $733 million in the form of dividends and share repurchases.
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