お知らせ • Feb 21
Wellspring Worldwide Inc. completed the acquisition of Sopheon plc (AIM:SPE) from Barry Mence, Rivomore Limited, Universal Investment GmbH, Joh. Berenberg, Gossler & Co. KG and other shareholders.
Wellspring Worldwide Inc. reached an agreement in principle to acquire Sopheon plc (AIM:SPE) from Barry Mence, Rivomore Limited, Universal Investment GmbH, Joh. Berenberg, Gossler & Co. KG and other shareholders for approximately £110 million on October 31, 2023. The offer has been made at a price of £10.00 cash per Sopheon share. It is intended the enlarged group will be led by Sean Downs, CEO of Wellspring. It is further intended that the broader executive leadership team will be constructed from both businesses following completion of the possible offer.Wellspring has received irrevocable undertakings from Barry Mence and Rivomore Limited, in aggregate, 3,973,766 shares, representing 37.3% of the total voting rights of Sopheon, to vote or procure voting in favour of a scheme of arrangement at any court meeting and general meeting to be held in connection with the possible offer. The due diligence of Sopheon has been completed. The board of Sopheon intends to unanimously recommend the possible offer to Sopheon's shareholders. The transaction is subject to the receipt of a regulatory clearance, as well as customary clerical finalisation of documentation and Sopheon shareholders’ approval at the court and general meeting. The Wellspring is required, by no later than November 28, 2023, to either announce a firm intention to make an offer for Sopheon or announce that it does not intend to make an offer. As of November 28, 2023, Wellspring is required, by not later than December 26, 2023, either to announce a firm intention to make an offer or to announce that it does not intend to make an offer. As on December 21, 2023, regulatory clearance was received and accordingly Bidco and Sopheon are now pleased to announce the terms of a recommended cash offer to be made by Bidco for the entire issued and to be issued share capital of Sopheon. The cash consideration payable to the Sopheon Shareholders under the terms of the Acquisition is intended to be financed by a combination of equity funding to be invested indirectly by the Resurgens Funds and committed debt funding to be provided under the Facilities Agreement. The Resurgens Funds includes a co-investment fund in which the sole limited partner is a fund managed and advised by MS AIP. The Scheme will also need to be sanctioned by the Court. Finally, a copy of the Court Order must be delivered to the Registrar of Companies for registration, upon which the Scheme will become Effective, satisfaction of the NSIA Condition. The Acquisition is currently expected to be completed during the first quarter of 2024, subject to the satisfaction or (where applicable) waiver of the Conditions. Bidco and Sopheon announced that they had reached agreement on the terms of a recommended cash offer to be made by Bidco for the entire issued and to be issued share capital of Sopheon on December 22, 2023. On January 10, 2024, Bidco received a notification from the Secretary of State that it will not be taking any further action in relation to the Acquisition. The boards of directors of Bidco and Sopheon are subsequently pleased to confirm that the NSIA Condition has been satisfied. As of February 8, 2024, shareholders of Sopheon plc approved the transaction. As of February 16, 2024, Sopheon is pleased to announce that the High Court of Justice in England and Wales has sanctioned the Scheme. It is currently expected that the Effective Date of the Scheme will be 20 February 2024.Henrik Persson, Carl Holmes, Abigail Kelly and George Dollemore of Cavendish Capital Markets Ltd acted as nominated adviser and Squire Patton Boggs (UK) LLP are retained as legal adviser to Sopheon. Junya Iwamoto and Felix Beck of Raymond James acted as financial adviser and King & Spalding International LLP acted as legal advisers to Wellspring.Wellspring Worldwide Inc. completed the acquisition of Sopheon plc (AIM:SPE) from Barry Mence, Rivomore Limited, Universal Investment GmbH, Joh. Berenberg, Gossler & Co. KG and other shareholders on February 20, 2024. An application has been made to the London Stock Exchange in relation to the cancellation of admission to trading of Sopheon Shares on AIM which is expected to take effect on February 21, 2024.