THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY IN OR INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF THAT JURISDICTION. THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.
RECOMMENDED CASH OFFER for eg solutions plc by Verint WS Holdings Limited intended to be effected by means of a Scheme of Arrangement under Part 26 of the Companies Act 2006
The boards of Verint and EG are pleased to announce that they have reached agreement on the terms of a recommended cash acquisition pursuant to which Verint intends to acquire all of the issued and to be issued share capital of EG.
- Under the terms of the Offer, each EG Shareholder will be entitled to receive:for each EG Share held 112.5 pence in cashThe Offer values the entire issued and to be issued share capital of EG at approximately £26.30 million and represents:
- a premium of 53.0 per cent. to the volume weighted average EG Share price of 73.5 pence for the six month period to 4 September 2017, the latest practicable date before this Announcement;
- a premium of 4.1 per cent. to the volume weighted average EG Share price of 108.1 for the three month period to 4 September 2017, the latest practicable date before this Announcement; and
- a discount of 11.1 per cent. to the closing EG Share price of 126.5 pence on 4 September 2017, the latest practicable date before this Announcement.
- The Offer is conditional, amongst other things, on the Scheme becoming unconditional and Effective including its approval by a majority of the Scheme Shareholders present and voting (in person or by proxy) representing 75 per cent. of more in the value of the Scheme Shares held by such Scheme Shareholders. The Offer is subject to the terms and conditions set out in Appendix 1 to this Announcement and to be set out in the Scheme Document.
- The EG Directors, who have been so advised by Nplus1 Singer Advisory LLP as to the financial terms of the Offer, unanimously consider the terms of the Offer to be fair and reasonable. In providing advice to the EG Directors, N+1 Singer has taken into account the commercial assessments of the EG Directors. N+1 Singer is providing independent financial advice to the EG Directors for the purpose of Rule 3 of the Code.
- In addition, the EG Directors consider the terms of the Offer to be in the best interests of the EG Shareholders as a whole. Accordingly, the EG Directors unanimously intend to recommend that EG Shareholders vote in favour of the Scheme at the Court Meeting and the Special Resolution at the General Meeting. Verint has received irrevocable undertakings to vote, or procure the vote in favour, of all Resolutions from the EG Directors in respect of their own beneficial holdings of 4,153,330 EG Shares representing, in aggregate, approximately 18.31 per cent. of the ordinary share capital of EG in issue on 4 September 2017 (being the latest practicable date prior to this Announcement) (or, if the Offer is implemented by way of a Contractual Offer, to accept or procure acceptance of the Contractual Offer).
- Irrevocable undertakings have also been received from the EBT to vote, or procure the vote in favour, of all Resolutions in respect of its entire holding of EG Shares amounting, in aggregate, to 1,514,285 EG Shares, representing approximately 6.68 per cent. of the ordinary share capital of EG in issue on 4 September 2017 (being the latest practicable date prior to this Announcement) (or, if the Offer is implemented by way of a Contractual Offer, to accept or procure acceptance of the Contractual Offer).
- Irrevocable undertakings have also been received from certain EG Shareholders to vote, or procure the vote, in favour of all of the Resolutions in respect of their entire beneficial holdings of EG Shares amounting, in aggregate, to 9,755,434 EG Shares, representing approximately 43.01 per cent. of the ordinary share capital of EG in issue on 4 September 2017 (being the latest practicable date prior to this Announcement) (or, if the Offer is implemented by way of a Contractual Offer, to accept or procure acceptance of the Contractual Offer). These irrevocable undertakings will cease to be binding if, amongst other things, an announcement is made in accordance with Rule 2.7 of the Code of a competing offer (whether made by way of an offer or scheme of arrangement) wholly in cash or with a full cash alternative in respect of the entire issued and to be issued share capital of EG and the cash value of such competing offer, or as the case may be, full cash alternative represents a value per EG Share at the date and time in London of such announcement of not less than 110 per cent. of the value of the Offer.
- In total therefore, irrevocable undertakings in favour of the Resolutions have been received from EG Shareholders controlling, in aggregate, 15,423,049 EG Shares, which represents approximately 67.99 per cent. of the existing issued share capital of EG.
- The Offer is intended to be implemented by means of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act (referred to in this Announcement as the Scheme). Verint reserves the right to elect to implement the Offer by way of a Contractual Offer, subject to the Panel’s consent, if required.
- The Scheme Document, containing further information about the Offer and notices convening the Court Meeting and the General Meeting, will be published in due course and, in any event, within 28 days of the date of this Announcement (unless otherwise agreed with the Panel), and will be made available by Verint on its website at www.verint.com/about/investor-relations and by EG on its website at www.egsplc.com/regulatory-news.
Commenting on the Offer, Nigel Payne, the Non-Executive Chairman of EG, said:
“I am pleased to recommend this offer to our shareholders. The Offer Price of 112.5 pence per share represents a premium of 85 per cent. over the share price of the business just one year ago, a premium of 53.0 per cent. over the last six month’s volume weighted average share price and is an attractive exit price when viewed against the fundamentals of the business, against the way comparable small technology companies are currently valued by the market and importantly against what we believe was the last institutional price at which EG’s shares traded, which was on 23 May 2017 at a price of 71.7 pence, some 40.8 pence (35.0 per cent.) below the Offer Price. Since 23 May 2017, we believe there have not been any institutional trades and the median trade is only 2,000 shares with all purchases and sales since that date being driven by small volume trades. Other than in the period since late July 2017, we also believe that there have been no trades in EG Shares at a level at or above the Offer Price in the last decade.”
Commenting on the Offer, Nick Nonini, Managing Director, Customer Engagement Solutions of the EMEA region for Verint, said:
“The acquisition of eg solutions will further strengthen the capabilities of Verint’s customer engagement portfolio, extending our leadership with an even more comprehensive offering in the back-office market. The acquisition will add more capabilities, personnel and reach to our workforce optimisation suite that spans the entire enterprise; from back-office departments that help shape the customer experience, to front-office contact centres.”
This summary should be read in conjunction with, and is subject to, the following full Announcement and the Appendices. The Conditions and certain further terms of the Offer are set out in Appendix 1 to this Announcement. Appendix 2 contains details of the irrevocable undertakings given to Verint. Appendix 3 contains bases and sources of certain information contained within this Announcement. Appendix 4 contains details of the EG Profit Forecast. Appendix 5 contains the definitions of certain terms used in this Announcement.
Read the full Announcement here:
|Verint WS Holdings Limited||Tel: +44 (0)1932 509336|
|eg Solutions plc||+44 (0) 1785 715772|
|Nplus1 Singer Advisory LLP (financial adviser to EG)||Tel: +44 (0)207 496 3000|
|KPMG LLP (financial adviser to Verint)||Tel: +44 (0)207 311 1000|
|Yellow Jersey PR Limited|
|+44 (0) 7748 843871
+44 (0) 7769 325254
N+1 Singer, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for EG and for no-one else in connection with the matters referred to in this Announcement and will not be responsible to any person other than EG for providing the protections afforded to clients of N+1 Singer, nor for providing advice in relation to the matters referred to herein. Neither N+1 Singer 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 N+1 Singer in connection with the matters referred to in this Announcement, or otherwise.
KPMG, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for Verint and for no-one else in connection with the matters referred to in this Announcement and will not be responsible to any person other than Verint for providing the protections afforded to clients of KPMG, nor for providing advice in relation to the matters referred to herein. Neither KPMG 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 KPMG in connection with the matters referred to in this Announcement, or otherwise.
Jones Day are retained as legal advisers to Verint.
Freeths LLP are retained as legal advisers to EG.
This Announcement is for information purposes only and is not intended to and does not constitute, or form part of, any offer or invitation to sell or purchase any securities, or the solicitation of any offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any securities, or the solicitation of any vote or approval in any jurisdiction, pursuant to the Offer or otherwise nor shall there be any sale, issuance or transfer of securities of EG in any jurisdiction in contravention of applicable law. The Offer will be effected solely through the Scheme Document (or, if the Offer is implemented by way of a Contractual Offer, the offer document) which will contain the full terms and conditions of the Offer. Any vote, decision in respect of, or other response to, the Scheme (or the Contractual Offer, if applicable) should be made only on the basis of the information contained in the Scheme Document (or, if applicable, the offer document). Each EG Shareholder is urged to consult its independent professional advisers immediately regarding the tax consequences of the Offer applicable to them.
The release, publication or distribution of this Announcement in jurisdictions other than the United Kingdom may be restricted by law and/or regulation and therefore any persons who are subject to the laws and regulations of any jurisdiction other than the United Kingdom should inform themselves about, and observe, any applicable legal or regulatory requirements. In particular, the ability of persons who are not resident in the United Kingdom to vote their EG Shares with respect to the Scheme at the Court Meeting, or to appoint another person as proxy to vote at the Court Meeting on their behalf, may be affected by the laws of the relevant jurisdictions in which they are located. Any failure to comply with the applicable requirements may constitute a violation of the laws and/or regulations of any such jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in the Offer, disclaim any responsibility or liability for the violation of such restrictions by any person.
The availability of the Offer to persons who are not resident in the United Kingdom may be restricted by the laws and/or regulations of the relevant jurisdictions in which they are located. The Offer will not be made available, directly or indirectly, in, into or from any jurisdiction where to do so would violate the laws in that jurisdiction. Any persons who are subject to the laws and regulations of any jurisdiction other than the United Kingdom should inform themselves about, and observe, any applicable requirements. Any failure to comply with the applicable requirements may constitute a violation of the laws and/or regulations of any such jurisdiction. Further details in relation to overseas shareholders will be contained in the Scheme Document.
This Announcement has been prepared pursuant to and for the purpose of complying with English law, the Code, the AIM Rules and the Rules of the London Stock Exchange and the information disclosed may not be the same as that which would have been disclosed if this Announcement had been prepared in accordance with the laws of jurisdictions outside of England.
Copies of this Announcement and formal documentation relating to the Offer will not be, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in, into or from any Restricted Jurisdiction or any jurisdiction where to do so would violate the laws of that jurisdiction and persons receiving such documents (including custodians, nominees and trustees) must not mail or otherwise forward, distribute or send them in or into or from any Restricted Jurisdiction. Doing so may render invalid any related purported vote in respect of the Offer. If the Offer is implemented by way of a Contractual Offer (unless otherwise permitted by applicable law or regulation), the Contractual Offer may not be made, directly or indirectly, in or into or from any Restricted Jurisdiction
United States Shareholders
Shareholders in the United States should note that the Offer relates to the shares of an English company and is proposed to be made by means of a scheme of arrangement provided for under, and governed by, English law. Neither the proxy solicitation nor the tender offer rules under the US Securities Exchange Act of 1934, as amended, will apply to the Scheme. Moreover, the Scheme will be subject to the disclosure requirements and practices applicable in the UK to schemes of arrangement, which differ from the disclosure requirements of the US proxy solicitation rules and tender offer rules. Financial information included in or referred to in this document has been or will be prepared in accordance with accounting standards applicable in the UK and may not be comparable to financial information of US companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the United States.
EG is incorporated under the laws of England. All of the officers and directors of EG are residents of countries other than the United States. It may not be possible to sue EG in a non-US court for violations of US securities laws. It may be difficult to compel EG and its respective affiliates to subject themselves to the jurisdiction and judgment of a US court.
The statements contained in this document are not to be construed as legal, business, financial or tax advice.
Please be aware that addresses, electronic addresses and certain other information provided by EG Shareholders, persons with information rights and other relevant persons for the receipt of communications from EG may be provided to Verint during the Offer Period as required under Section 4 of Appendix 4 of the Code to comply with Rule 2.11(c) of the Code.
Publication on website
Pursuant to Rule 26.1 of the Code, a copy of this Announcement and other documents in connection with the Scheme will, subject to certain restrictions, be available for inspection on Verint’s website at www.verint.com/about/investor-relations and on EG’s website at www.egsplc.com/regulatory-news no later than 12 noon (London time) on the day following this Announcement. The contents of the websites referred to in this Announcement are not incorporated into, and do not form part of, this Announcement.
Requesting hard copy documents
Pursuant to Rule 30.3 of the Code, a person so entitled may request a copy of this Announcement and any information incorporated into it by reference to another source in hard copy form. A person may also request that all future documents, announcements and information to be sent to that person in relation to the Offer should be in hard copy form. For persons who receive a copy of this Announcement in electronic form or via a website notification, a hard copy of this Announcement will not be sent unless so requested from either Verint by contacting Alex Shipley at Verint (telephone number +44 (0)1932 509336) or EG by contacting Michael Woolley at EG (telephone number +44 (0)1785 715772).
Rule 2.9 Disclosures
In accordance with Rule 2.9 of the Code, as at close of business on 4 September 2017 (being the last Business Day before the date of this Announcement, there are 22,682,937 EG Shares in issue and admitted to trading on AIM). The ISIN Number for the EG Shares is EGS.
Cautionary note regarding forward-looking statements
This Announcement, oral statements made regarding the Offer and other information published by Verint and/or EG may contain certain trends, expectations, forecasts, estimates, or other forward-looking information affecting or relating to EG or Verint or their respective industry, products or activities. Forward-looking statements speak only as to the date of this document and may be identified by the use of forward-looking terms such as “may,” “will,” “expects,” “believes,” “hopes,” “anticipates,” “aims,” “plans,” “estimates,” “projects,” “targets,” “intends,” “forecasts,” “outlook,” “impact,” “potential,” “confidence,” “improve,” “continue,” “optimistic,” “deliver,” “comfortable,” “trend”, and “seeks,” or the negative of such terms or other variations on such terms or comparable terminology. Such statements are qualified in their entirety by the inherent risks and uncertainties surrounding future expectations. These statements are based on assumptions and assessments made by EG and/or Verint, as the case may be, in light of their experience and their perception of historical trends, current conditions, future developments and other factors that they believe appropriate. By their nature, forward-looking statements involve risk and uncertainty, because they relate to events and depend on circumstances that will occur in the future and the factors that could cause actual results and developments to differ materially from those expressed in or implied by such forward-looking statements are unknown. Many important factors could cause actual results to differ materially from those in the forward-looking statements including, without limitation, disruption of production or supplies, changes in market conditions, political events, pending or future claims or litigation, competitive factors, technology advances, actions of regulatory agencies, future exchange and interest rates and changes in laws, government regulations, labeling or product approvals or the application or interpretation thereof. Other risk factors are described herein and in Verint and EG’s other respective filings, including in Verint and EG’s respective annual reports and accounts for the year ended 31 January 2017. Many of these important factors are outside of Verint’s or, as the case may be, EG’s control. No assurances can be provided as to any result or the timing of any outcome regarding matters described herein or otherwise with respect to any regulatory action, administrative proceedings, government investigations, litigation, warning letters, cost reductions, business strategies, earnings or revenue trends or future financial results. Other potential risks and uncertainties that could cause actual results to differ materially from those in the forward-looking statements include, without limitation: (a) the receipt of approval of EG’s shareholders; (b) any regulatory approvals required for the transaction not being obtained on the terms expected or on the anticipated schedule; (c) the parties’ ability to meet expectations regarding the timing, completion and accounting and tax treatments of the transaction; (d) the possibility that the parties may be unable to any achieve expected synergies and operating efficiencies in connection with the transaction within the expected time-frames or at all and to successfully integrate EG’s operations into those of Verint; (e) the integration of EG’s operations into those of Verint being more difficult, time-consuming or costly than expected; (f) operating costs, customer loss and business disruption, including, without limitation, difficulties in maintaining relationships with employees, customers, clients or suppliers, being greater than expected following the transaction; (g) the retention of certain key employees of EG being difficult; (h) changes in tax laws or interpretations that could increase tax liabilities, including, if the transaction is consummated; (i) the possibility that market demand will not develop for new technologies, products or applications or services, or business initiatives will take longer, cost more or produce lower benefits than anticipated; (j) the possibility that application of or compliance with laws, court rulings, certifications, regulations, regulatory actions, or other requirements or standards may delay, limit or prevent new product introductions, affect the production and marketing of existing products or services or otherwise affect performance, results, prospects or value; (k) the potential of international unrest, economic downturn or effects of currencies, tax assessments, adjustments or anticipated rates, benefit or retirement plan costs, or other regulatory compliance costs; (l) the possibility of reduced demand, or reductions in the rate of growth in demand, for products and services; (m) the possibility that anticipated growth, cost savings, new product acceptance, performance or approvals, or other results may not be achieved, or that transition, labor, competition, timing, execution, regulatory, governmental, or other issues or risks associated with Verint and EG’s respective businesses, industry or initiatives may adversely impact performance, results, prospects or value; (n) the possibility that anticipated financial results or benefits of recent acquisitions will not be realised or will be other than anticipated; and (o) the effects of contractions in credit availability, as well as the ability of Verint and EG’s respective customers and suppliers to adequately access the credit markets when needed.
Although it is believed that the expectations reflected in such forward-looking statements are reasonable, no assurance can be given that such expectations will prove to have been correct and investors are therefore cautioned not to place undue reliance on these forward-looking statements which speak only as at the date of the relevant document. Neither EG nor Verint assume any obligation to update or correct the information contained in the relevant document (whether as a result of new information, future events or otherwise), except as required by applicable law.
Given the risks and uncertainties, undue reliance should not be placed on forward-looking statements as a prediction of actual results. Should one or more of the risks or uncertainties mentioned materialise, or should underlying assumptions prove incorrect, actual results may vary materially from those described in the relevant documents. EG, Verint and their affiliated companies assume no obligation to update or correct the information contained in the documents in this part of the website, whether as a result of new information, future events or otherwise, except to the extent legally required. The statements contained in this Announcement and any documents referred to or incorporated herein are made as at the date of such documents, unless some other time is specified in relation to them, and service of the relevant documents shall not give rise to any implication that there has been no change in the facts set out in such documents since such date(s).
Dealing disclosure requirements
Under Rule 8.3(a) of the Code, any person who is interested in one per cent. or more of any class of relevant securities of an offeree company or of a 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 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 one per cent. 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, 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 of the Code.
Opening Position Disclosures must also be made by the offeree company and by an offeror and Dealing Disclosures must also be made by the offeree company, by an offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4 of the Code).
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. If you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure, you should contact the Panel’s Market Surveillance Unit on +44 (0)20 7638 0129.
In accordance with normal UK practice, Verint or its nominees, or its brokers (acting as agents), may from time to time make certain purchases of, or arrangements to purchase, EG shares, other than pursuant to the Offer, until the date on which the Scheme (or Contractual Offer, if applicable) becomes Effective, lapses or is otherwise withdrawn. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. Any information about such purchases will be disclosed as required in the UK, will be reported to a Regulatory Information Service and will be available on the London Stock Exchange website at www.londonstockexchange.com.
About eg solutions plc
eg solutions is a back office workforce optimisation software Group. eg pioneered this new market space and developed the most complete, purpose built workforce optimisation software for back offices – the only solution that manages work, people and end-to-end processes wherever they are undertaken, anywhere in the world.
eg solutions’ software is now used by leading UK, international and global companies in multiple industry sectors including financial services, healthcare and utilities. Using its forecasting, scheduling, real-time work management and operational analytics capabilities, eg delivers measureable improvements in service, quality, productivity and regulatory compliance. When supported by eg’s implementation and training services eg guarantee a return on investment in short timescales.
The Group is listed on AIM, the London Stock Exchange’s international market for smaller growing companies (EGS).
Read the full Announcement here: