|By Business Wire||
|December 2, 2013 07:17 AM EST||
Kofax® plc (LSE: KFX), a leading provider of smart process applications for the business critical First MileTM of customer interactions, announced that earlier today the Court sanctioned the Scheme of Arrangement to effect the change of domicile of the parent company of the Kofax Group of companies to Bermuda.
In order for the Scheme of Arrangement to become effective in accordance with its terms, the Court must now confirm the Capital Reduction at the Court hearing scheduled on December 4, 2013. Subject to the satisfaction of the remaining conditions, the Scheme of Arrangement is expected to become effective on December 5, 2013. Defined terms in this announcement have the same meaning as in the Scheme Circular and the Prospectus.
On October 4, 2013, Kofax plc ('Old Kofax') announced proposals to change the corporate structure of the Kofax Group (the 'Group'). The restructuring proposals (the "Proposals") will create a new Group holding company which will be incorporated in Bermuda and will have a tax residency in the U.K. ('New Kofax') and would maintain a premium listing on the London Stock Exchange and also list common (i.e., ordinary) shares on NASDAQ.
The Proposals are being implemented by means of a scheme of arrangement of Old Kofax under Part 26 of the Companies Act 2006 (the 'Scheme') and were approved by shareholders at a court meeting and a general meeting held on November 5, 2013. A circular setting out full details of the Proposals (the 'Scheme Circular') was sent to Old Kofax shareholders on October 4, 2013 and a prospectus in relation to New Kofax (the 'Prospectus') was published by New Kofax on November 28, 2013.
New Kofax will have the same Board and executive management team as Old Kofax, and the New Kofax Group will have the same business and operations after the Scheme becomes effective as the current Group. The Proposals will not result in any changes in the day-to-day operations of the business of the Group or its strategy. The Proposals are not expected to have any adverse implications for Kofax shareholders as a whole.
THIS ANNOUNCEMENT IS NOT AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY SECURITIES OF KOFAX OR NEW KOFAX, NOR SHALL IT FORM THE BASIS OF, OR BE RELIED UPON IN CONNECTION WITH ANY CONTRACT FOR SUCH PURCHASE OR SUBSCRIPTION. THE NEW KOFAX COMMON SHARES TO BE ISSUED PURSUANT TO THE SCHEME WILL ONLY BE ISSUED TO KOFAX SHAREHOLDERS IN ACCORDANCE WITH THE SCHEME AND THE SCHEME CIRCULAR. THE NEW KOFAX COMMON SHARES ISSUED PURSUANT TO THE SCHEME WILL NOT BE REGISTERED WITH THE SEC UNDER THE SECURITIES ACT, BUT WILL BE ISSUED IN RELIANCE UPON AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS.
A REGISTRATION STATEMENT RELATING TO THE ISSUANCE OF NEW KOFAX COMMON SHARES IN THE U.S. OFFERING HAS BEEN FILED WITH THE SEC BUT HAS NOT YET BECOME EFFECTIVE AND IS SUBJECT TO AMENDMENT. THESE SECURITIES MAY NOT BE SOLD NOR MAY OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES EFFECTIVE. OFFERS OF THESE SECURITIES MAY BE MADE ONLY BY MEANS OF A PROSPECTUS MEETING THE APPLICABLE REQUIREMENTS OF U.S. LAWS AND REGULATIONS AND THE LAWS AND REGULATIONS OF ANY OTHER JURISDICTION IN WHICH SUCH SECURITIES MAY BE LAWFULLY OFFERED FOR SALE.
Statements in this announcement regarding the ability to list the New Kofax common shares on NASDAQ and complete the U.S. offering, future financial operating results, potential benefits of the Scheme, and future opportunities for Kofax or New Kofax as well as any other statements about the future expectations, beliefs, goals, plans or prospects of the management of Kofax or New Kofax constitute "forward-looking" statements. Any statements that are not statements of historical fact (including statements containing the words "believe", "plan", "anticipate", "expect", "estimate" and similar expressions) should also be considered to be forward-looking in nature. There are a number of important factors that could cause actual results or events to differ materially from those indicated by such forward-looking statements, including not obtaining the necessary approvals to complete the Scheme on a timely basis, or at all, the inability to complete the U.S. offering on favorable terms, or at all, decreases in demand for Kofax's products and other factors described in Kofax's Annual Report for the fiscal year ended June 30, 2013. Kofax disclaims any intention or obligation to update any forward-looking statements as a result of developments occurring after the date of this announcement. Kofax shareholders are cautioned not to place undue weight on these forward-looking statements. Actual results may differ materially from those anticipated in such forward-looking statements even if experience or future changes make it clear that any projected results expressed or implied therein may not be realized.
Kofax is a leading provider of smart process applications for the business critical First Mile of customer interactions. These begin with an organization’s systems of engagement, which generate real-time, information-intensive communications from customers, and provide an essential connection to their systems of record, which are typically large scale, rigid enterprise applications and repositories not easily adapted to more contemporary technology. Success in the First Mile can dramatically improve an organization’s customer experience and greatly reduce operating costs, thus driving increased competitiveness, growth and profitability. Kofax software and solutions provide a rapid return on investment to more than 20,000 customers in banking, insurance, government, healthcare, business process outsourcing and other markets. Kofax delivers these through its own sales and service organization, and a global network of more than 800 authorized partners in more than 75 countries throughout the Americas, EMEA and Asia Pacific. For more information, visit kofax.com.
© 2013 Kofax plc. Kofax is a registered trademark and First Mile is a trademark of Kofax plc.