LONDON, UK: Pagero Group has agreed the terms of a recommended all cash offer to acquire the entire issued and to be issued ordinary share capital of Tungsten Corporation at the rate of 48 pence/ Tungsten share valuing the entire issued and to be issued ordinary share capital of Tungsten at approximately £61.49 million on a fully diluted basis.
Commenting on the Offer, Tony Bromovsky, Chairman of Tungsten, said: “The Board of Tungsten is pleased to recommend Pagero’s cash offer for Tungsten which represents an increase of 6 pence to Kofax’s offer of 42 pence per Tungsten Share and an approximate 65.52 per cent premium to the undisturbed share price on 13 December 2021. This Offer provides our shareholders with even greater value in cash for their shares, as well as providing Tungsten with a strong and complementary partner to invest in our product development and enhance our offering for our global customer base.”
The offer represents an increase of 6 pence per Tungsten share and, in aggregate, approximately £7.75 million in the total offer value on a fully diluted basis, to the terms of the offer announced on 24 March 2022 by Kofax Holdings International Limited, via Kofax Parent Limited’s indirect wholly-owned subsidiary, Project California Bidco Limited, of 42 pence in cash for each Tungsten Share.
Founded in 1999 and based in Gothenburg, Sweden, Pagero is a public limited liability company incorporated in Sweden whose shares are admitted to trading on the Nasdaq First North Growth Market.
Pagero provides a global open and cloud-based smart business network that connects buyers, suppliers, partners, banks and governments in order to digitise and automate the purchase-to-pay (P2P) and order-to-cash (O2C) processes, including the communication of order messages, delivery documents, price catalogues, invoices and payments.
Its self-developed network is purpose-built to integrate quickly and easily with customers’ existing systems for secure and seamless communication with suppliers and customers, regardless of the formats or service providers used.
Tungsten Corporation is the world’s largest compliant business transaction network. A leading global electronic invoicing and purchase order transactions network, Tungsten’s mission is centred on enabling a touchless invoice process allowing businesses around the globe to gain maximum value from their invoice process.
Tungsten processes invoices for 60 per cent of the FTSE 100 and 68 per cent of the Fortune 500 constituents. It enables suppliers to submit tax compliant e-invoices in 54 countries, and last year processed transactions worth over £220 billion for organisations such as Caesars Entertainment, Computacenter, GlaxoSmithKline, Kraft Foods, Mohawk Industries, Mondelēz International, Procter & Gamble, Shaw Industries, Unilever and the U.S. Federal Government.
Founded in 2000 and headquartered in London, Tungsten has offices in the U.S., Bulgaria and Malaysia, employing over 227 people.
Commenting on the Offer, Bengt Nilsson, Chief Executive Officer of Pagero, said: “Pagero’s acquisition of Tungsten, when fully integrated, will create a business of significant scale and potential in the smart business networks and electronic document interchange space and enhance global career opportunities for employees of both entities who are key to our ongoing success.
With highly complementary offerings and capabilities and access to Tungsten’s industry expertise and highly skilled workforce, the combination will reinforce Pagero’s already robust position in the U.S. and U.K. markets.
Whilst Tungsten’s wider international presence and operational resources will also provide an enhanced platform and cross-selling opportunities to accelerate the enlarged group’s future growth, investment and reach in other key regions where increasing regulation around digitalisation and the use of e-invoicing offers significant potential for long-term value creation.
Our recommended Offer also provides Tungsten Shareholders with the certainty of a cash exit, in full, at a substantial and attractive premium, including to that of the offer from Project California Bidco Limited and over the price of a Tungsten Share prior to the commencement of the Offer Period and against a backdrop of continued global macroeconomic uncertainty.”