TORONTO, Dec. 19, 2016 /CNW/ - Redknee Solutions
Inc. ("Redknee" or the "Company") (TSX: RKN)
announced today that it has received an unsolicited offer from ESW
Capital, LLC ("ESW Capital") and Wave Systems Corp. (the
"ESW Capital Investor"), an affiliate of ESW Capital,
for an alternative financing transaction (the "ESW Capital
Offer"). Under the ESW Capital Offer, Redknee would complete a
private placement of 800,000 Series A Preferred Shares of the
Company (the "Preferred Shares") and a common share purchase
warrant (the "ESW Capital Warrant") to the ESW
Capital Investor for gross proceeds of US$83.2 million. The Warrant would entitle the
ESW Capital Investor to acquire a number of common shares (each a
"Warrant Share") equal to US$60,000,000 divided by the exercise price per
Warrant Share (the "Warrant Exercise Price"). The ESW
Capital Warrant would be exercisable to acquire a number of Warrant
Shares that would result in fifty percent less dilution to Redknee
shareholders as compared to the Constellation Warrant (defined
below). Additionally, pursuant to the ESW Capital Offer, (i) all or
any part of the Preferred Shares will be redeemable by the Company
from time to time without the payment of any redemption premium in
addition to accrued and unpaid dividends on the Preferred Shares,
as is contemplated under the Constellation Agreement (defined
below); and (ii) the ESW Capital Investor would assume the
obligation to pay the Constellation Termination Payment in the
amount of US$3.2 million (described
below) payable under the terms of the Constellation Agreement,
which payment would non-refundable and credited against ESW Capital
Investor's obligation to pay the proceeds of US$83.2 million to the Company on closing.
The Company's Board of Directors (the "Board") has, in
good faith, unanimously determined, after receiving the advice of
its financial advisors and outside counsel, that the ESW Capital
Offer constitutes a superior proposal within the meaning of the
Constellation Agreement.
As previously announced by the Company on December 9, 2016, the Company entered into an
agreement (the "Constellation Agreement") with Constellation
Software Inc. ("Constellation") and a subsidiary thereof
(the "Constellation Investor") providing for an investment
of US$80 million in Redknee. The
Constellation Agreement provides for a private placement of 800,000
Preferred Shares and a common share purchase warrant (the
"Constellation Warrant") for gross proceeds of US$80 million to the Constellation Investor. The
Constellation Warrant would entitle the Constellation Investor to
acquire a number of Warrant Shares equal to US$120,000,000 divided by the Warrant Exercise
Price. The Constellation Agreement provides that in the event that
Redknee receives a competing proposal that is considered to be
superior by Redknee to the transaction contemplated by the
Constellation Agreement, the Constellation Investor has the right
to offer to amend the Constellation Agreement such that the
competing proposal is no longer a superior proposal within a 5
business day matching period. If the Constellation Investor
does not make such an offer, Redknee has a customary "fiduciary
out" provisions that entitle Redknee to terminate the Constellation
Agreement and make the payment of a break free on termination (the
"Constellation Termination Payment"), and enter into an
agreement with the party having made a superior proposal.
In accordance with the Constellation Agreement, Redknee has
notified the Constellation Investor of the Board's determination
that the ESW Capital Offer is a superior proposal and that subject
to the Constellation Investor's rights under the Constellation
Agreement, it has determined to accept the ESW Capital Offer. The
Constellation Investor now has five business days, expiring at
11:59 p.m. on December 23, 2016 (the "Response Period"),
during which it may choose to make a proposal which it believes
would cause the ESW Capital Offer to no longer constitute a
superior proposal (a "Matching Proposal").
If Constellation and the Constellation Investor make a Matching
Proposal and the Board determines in good faith, after consultation
with its financial advisors and outside counsel, that the ESW
Capital Offer no longer constitutes a superior proposal, the Board
will support an amended transaction with Constellation and the
Constellation Investor. Otherwise, following the expiry of the
Response Period, the Company may terminate the Constellation
Agreement, pay the Constellation Termination Payment of
US$3.2 million and execute an
agreement (the "ESW Capital Agreement") with the ESW Capital
Investor and ESW Capital in respect of the ESW Capital Offer.
The ESW Capital Offer provides for, among other things, a
non-solicitation covenant on the part of the Company, subject to a
customary "fiduciary out" provision that entitles the Company to
consider and accept a superior proposal subject to the right of the
ESW Capital Investor to match, over a period of two business days,
the superior proposal and the payment to the ESW Capital Investor
of a termination payment of US$3.2
million.
If accepted, the ESW Capital Agreement will be subject to the
approval of the holders of common shares of the Company, of: (a)
the issuance of the Preferred Shares and the ESW Capital Warrant,
as required pursuant to the rules of the Toronto Stock Exchange
("TSX"); and (b) the termination of Redknee's Shareholder
Rights Plan dated March 9, 2016.
Closing of the transaction contemplated by the ESW Capital
Agreement will also be subject to approval of the TSX and customary
closing conditions.
About Redknee
Redknee monetizes today's digital world. We provide a complete
portfolio of mission-critical monetization and subscriber
management solutions and services that allow communications service
providers, utility companies, auto makers and enterprise businesses
of all types to charge for things in new and innovative ways.
Redknee's real-time billing, charging, policy and customer care
offerings provide the agility and scalability to drive a unique
user experience, increase profitability and support any new product
or business model. Available on premise, cloud-based, or as a
Software-as-a Service, Redknee's low-risk, flexible solutions power
more than 250 businesses across the globe. Established in 1999,
Redknee Solutions Inc. (TSX: RKN) is the parent of the wholly-owned
operating subsidiary Redknee Inc. and its various subsidiaries.
References to Redknee refer to the combined operations of those
entities. For more information about Redknee and its solutions,
please go to www.redknee.com.
About ESW Capital, LLC
Based in Austin, Texas, the ESW
Capital group (www.eswcapital.com) focuses on buying,
strengthening, and growing mature business software companies. By
taking advantage of its unique operating platform, ESW revitalizes
its acquisitions for sustainable success while making customer
satisfaction a top priority. The ESW family of companies have been
in the enterprise software space since 1988, and the group includes
notable brands such as Aurea, Ignite Technologies, Trilogy, and
Versata. For more information, email info@eswcapital.com.
Forward-Looking Information
Certain statements in this document may constitute
"forward-looking" statements regarding Redknee and its business,
which may include, but are not limited to the anticipated benefits
of the ESW Capital Offer, assumption of the Constellation
Termination Payment by the ESW Capital Investor, the possibility
that the Constellation Investor makes a Matching Proposal, the
possibility that the Company executes the ESW Capital Agreement,
the Company's ability to close the transactions contemplated by the
ESW Capital Offer or the Matching Proposal, and similar statements
concerning anticipated future events, results, circumstances,
performance or expectations, that reflect management's current
expectations and are based on information currently available to
management or Redknee. Forward-looking statements are provided for
the purpose of providing information about management's current
expectations and plans relating to the future. Persons reading this
news release are cautioned that such information may not be
appropriate for other purposes. Forward-looking statements involve
significant risks and uncertainties, should not be read as
guarantees of future events or results, and will not necessarily be
accurate indications of whether or not such events or results will
be achieved. Actual events or results could differ materially from
those contemplated in forward-looking statements as a result of
risks and uncertainties relating to among other things, Redknee's
inability to obtain TSX or shareholder approval of the transactions
contemplated by the ESW Capital Agreement or Matching Proposal,
litigation proceedings related to such transactions, Redknee's
inability to complete such transactions, the occurrence of a
material adverse change in the business, operating results or
financial condition of Redknee, and other factors discussed under
the "Risk Factors" section of Redknee's most recently filed annual
information form which is available on SEDAR
at www.sedar.com and on Redknee's web-site at
www.redknee.com. Other unknown or unpredictable factors or
underlying assumptions subsequently proving to be incorrect could
cause actual events or results to differ materially from those in
the forward-looking statements. Redknee does not undertake or
accept any obligation or undertaking to release publicly any
updates or revisions to any forward-looking statements to reflect
any change in its expectations or any change in events, conditions
or circumstances on which any such statement is based, except as
required by law.
SOURCE Redknee Solutions Inc.