Extension to PUSU Deadline

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION (IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY) IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION.

THIS IS AN ANNOUNCEMENT FALLING UNDER RULE 2.4 OF THE CITY CODE ON TAKEOVERS AND MERGERS (THE "CODE") AND DOES NOT CONSTITUTE AN ANNOUNCEMENT OF A FIRM INTENTION TO MAKE AN OFFER UNDER RULE 2.7 OF THE CODE. THERE CAN BE NO CERTAINTY THAT ANY OFFER WILL BE MADE. 

FOR IMMEDIATE RELEASE

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

SOPHEON PLC

(“Sopheon”, the “Company” or the “Group”)

Offer update - extension to PUSU Deadline

On 31 October 2023, Sopheon announced that it had reached agreement in principle on the key terms of a possible cash offer by IOps Buyer Inc. (“Bidco”), for the entire issued and to be issued share capital of the Company at a price of £10.00 per Sopheon share (the “Possible Offer”, the “2.4 Announcement”).

IOps Buyer Inc. ("Bidco") is a wholly-owned subsidiary of Wellspring Worldwide Inc. ("Wellspring", and together with its affiliates, the "Wellspring Group") and Wellspring is backed and controlled by Resurgens Technology Partners ("Resurgens"), a technology-focused private equity firm headquartered in Atlanta, Georgia, USA.

The 2.4 Announcement stated that, in accordance with Rule 2.6(a) of the Code, Bidco was required, by not later than 5.00 p.m. (London time) on 28 November 2023, to do one of the following: (i) announce a firm intention to make an offer for Sopheon in accordance with Rule 2.7 of the Code; or (ii) announce that it does not intend to make an offer for Sopheon, in which case the announcement will be treated as a statement to which Rule 2.8 of the Code applies.

As previously disclosed in the 2.4 Announcement, discussions relating to the Possible Offer are well advanced and Bidco’s due diligence has been completed to Bidco's satisfaction. The board of Sopheon has also confirmed to Bidco that it intends to unanimously recommend the Possible Offer to Sopheon's shareholders, should a firm offer be made on these terms. The announcement of a firm intention to make an offer pursuant to Rule 2.7 of the Code is subject to the receipt of a regulatory clearance by the Wellspring Group, for which a relevant application has been submitted and which is expected to be received in or before late December 2023, as well as customary clerical finalisation of documentation. Wellspring Group and Resurgens are working hard to expedite this regulatory clearance process and will proceed to make an announcement of a firm intention of an offer as soon as practicable. In order to allow further time to receive such clearances, the Board of Sopheon has requested that the Panel extend the PUSU Deadline in accordance with Rule 2.6(c) of the Code.

In the light of this request, an extension has been granted by the Panel and, in accordance with Rule 2.6(a) of the Code, Bidco is required, by not later than 5.00pm on 26 December 2023, either to announce a firm intention to make an offer in accordance with Rule 2.7 of the Code or to announce that it does not intend to make an offer, in which case the announcement will be treated as a statement to which Rule 2.8 of the Code applies. This deadline may be further extended with the consent of the Panel, at Sopheon’s request, in accordance with Rule 2.6(c) of the Code.

Important Takeover Code notes

As detailed in the 2.4 Announcement and in accordance with Rule 2.5 of the Code, Bidco reserves the right to offer an alternative form of consideration, in addition to the cash consideration contemplated by the Possible Offer. Bidco also reserves the right to make an offer on less favourable terms than the Possible Offer (i) with the agreement or consent of the board of Sopheon; (ii) if a third party announces a firm intention to make an offer for Sopheon which, at that date, is of a value less than the value of the Possible Offer; or (iii) following the announcement by Sopheon of a Rule 9 waiver transaction pursuant to Appendix 1 of the Code or a reverse takeover (as defined in the Code).

There can be no certainty either that any offer will ultimately be made for the Company.

A further announcement will be made when appropriate. This announcement has been made with the consent of Bido.

Enquiries:

This Announcement contains inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) No 596/2014 (as it forms part of U.K. domestic law by virtue of the European Union (Withdrawal) Act 2018). Upon publication of this Announcement, this inside information will be considered to be in the public domain. The person responsible for arranging the release of this Announcement on behalf of the Company is Arif Karimjee, Chief Financial Officer.

Cavendish Capital Markets Limited (“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, a scheme of arrangement or otherwise. No representation or warranty, express or implied, is made by Cavendish as to the contents of this Announcement.

Publication on website

A copy of this Announcement will be made available (subject to certain restrictions relating to persons resident in restricted jurisdictions) at www.sopheon.com and https://offer.wellspring.com/news by no later than 12 noon (London time) on the business day following the release of this Announcement in accordance with Rule 26.1 of the Code. The content of the website referred to in this Announcement is not incorporated into and does not form 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 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 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 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.

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.

Note

References to "Code" are to the rules of the City Code on Takeovers and Mergers. The terms "offeror", "offeree company", "offer period", "interested" (and related variations), "relevant securities", "deals" (and related variations) and "acting in concert" all bear the same meanings given to them in the City Code on Takeovers and Mergers.