Lexmark Again Increases Offer For ReadSoft - Quick Facts

(RTTNews) - Lexmark International Inc. (LXK) announced Tuesday that it has increased its cash tender offer price for all of the outstanding shares of Sweden-based ReadSoft (RSOF-B, RDSFF.PK). This cash offer is 55.50 Swedish kronor, an 11 percent increase from Lexmark's July 14, 2014, offer of 50.00 kronor for each Class A and Class B share of ReadSoft, for a price of approximately $248 million, net of cash acquired.

Lexmark said 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 August 4.

As per Transaction Agreement with Lexmark, ReadSoft's Board of Directors has agreed to continue to recommend in favor of Lexmark's revised tender offer. In addition, the undertaking by ReadSoft's two largest shareholders to tender their shares to Lexmark extends to Lexmark's revised tender offer.

The offer period for ReadSoft shareholders to tender their shares will begin on or about August 7 and run to Augsut 28, 2014, unless otherwise extended. Settlement of the tender offer is expected to occur around Sept. 4, 2014, after the end of the offer period.

On Monday, Hyland Software UK Ltd, a company controlled by Hyland Software Inc., announced an increase of the price in its offer to 55.00 kronor per share in ReadSoft. The increased offer price represents a premium of 10.0 percent compared with the offer of 50.00 kronor per share announced by Lexmark International Technology S.A , a wholly-owned subsidiary of Lexmark International Inc.,on 14 July 2014.

The acceptance period for Hyland UK's offer commenced around 11 July 2014 and is expected to end around 5 September 2014 with expected settlement around 10 September. Hyland UK further informed that it around 13 August 2014 expects to make public an amendment to its offer document. It is also stated that Hyland UK has concluded that no clearance from authorities is necessary in order to complete its offer and that, as a result, the offer is no longer conditional upon receipt of any clearance from authorities.

On 6 May 2014, Lexmark International Technology S.A. had announced a cash offer to the shareholders in ReadSoft, whereby Lexmark International Technology offered 40.05 kronor in cash per share. As per the offer, ReadSoft reached a transaction agreement with Lexmark International Technology.

The agreement included a provision that the Company was not to conduct discussions or negotiate with any other party regarding a competing offer or otherwise support such offer unless this represented at least 7 percent higher value for the shareholders than the offer or a revised offer from Lexmark International Technology. Hyland UK's offer of 18 June 2014 represented a premium of 7 percent compared to Lexmark International Technology's offer.

On 18 June 2014, Hyland Software UK Ltd. or "Hyland UK announced a cash offer to the shareholders of ReadSoft AB (publ) or the "Company" to transfer all shares in the Company to Hyland UK at a price of 42.86 kronor in cash per share.

On 19 June 2014, Lexmark International Technology increased the price in its cash offer to SEK 43.00 per share in the Company.

On 7 July 2014, Hyland UK increased its offer price to 45.00 kronor in cash per share. Hyland UK's increased offer represented a premium of 4.6 percent compared to Lexmark International Technology's increased price of 43.00 kronor.

On 14 July 2014, Lexmark International Technology announced a new higher cash offer to the shareholders of the Company with an offer price of 50.00 kronor per share and simultaneously withdrew its previously announced cash offer of 43.00 kronor per share. In connection herewith ReadSoft entered into a transaction agreement with Lexmark International Technology containing substantially the same terms and conditions as the previous transaction agreement.