LEXINGTON, Ky., (July 14, 2014) — Lexmark International Inc. (NYSE: LXK) has increased its cash tender offer price for all outstanding shares of Sweden-based ReadSoft (NASDAQ OMX: RSOF-B) by 16 percent to approximately $224 million, it announced today.
The updated offer would be a price of Swedish Krona (SEK) 50.00, up from Lexmark’s prior offer of SEK 43.00, for each Class A and Class B share of ReadSoft. Lexmark announced it made the decision to increase its tender offer price because it continues to believe the combination of ReadSoft with Lexmark’s Perceptive Software is a strong strategic fit and in response to a competitive offer for ReadSoft shares announced on July 7.
“Lexmark remains convinced that the acquisition of ReadSoft will result in a strong strategic combination,” said Paul Rooke, Lexmark chairman and chief executive officer. “Lexmark has the financial strength, size and stability required for the business to realize its full potential and will be the best home for ReadSoft and its employees.”
The new cash offer by Lexmark of SEK 50.00 is 11 percent higher than the most recent competitive offer. ReadSoft’s Board of Directors continues to unanimously recommend in favor of Lexmark. In addition, ReadSoft’s two largest shareholders, and founders of ReadSoft, representing approximately 23 percent of the shares and 43 percent of the votes in ReadSoft, continue to support Lexmark’s offer as well.
Lexmark has directly acquired shares in ReadSoft and now owns approximately 5.3 percent of all outstanding shares.
The net price is based on 30,603,744 outstanding shares and includes payment for outstanding convertibles issued as part of ReadSoft’s incentive programs for employees. Acquired cash and cash equivalents are as reported by ReadSoft at the end of the first quarter of 2014.
In connection with the increased offer price, the previous offer was withdrawn and a new offer period for ReadSoft shareholders to tender their shares will begin on or about August 7 and run to August 28, 2014, unless otherwise extended. Settlement of the tender offer is expected to occur around September 4, 2014, after the end of the offer period.
“We believe that we have presented a generous offer, which is confirmed by the strong support and commitment from ReadSoft’s founders, and the unanimous recommendation from ReadSoft’s Board of Directors” Rooke said.