UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549



FORM 8-K


CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934


Date of Report (Date of earliest event reported):

August 5, 2014

LEXMARK INTERNATIONAL, INC.
(Exact Name of Registrant as Specified in its Charter)


 
Delaware
 
1-14050
 
06-1308215
 
 
(State or Other Jurisdiction of Incorporation)
 
(Commission File Number)
 
(IRS Employer Identification No.)
 

One Lexmark Centre Drive
740 West New Circle Road
Lexington, Kentucky 40550
(Address of Principal Executive Offices) (Zip Code)

(859) 232-2000
(Registrant's telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 
 

 


Item 8.01.  Other Events.

On August 5, 2014, Lexmark International Technology S.A., a Switzerland joint stock company (“LITSA”), a wholly-owned subsidiary of Lexmark International, Inc., a Delaware corporation (“Lexmark”), announced that it had increased its cash tender offer for all of the outstanding Class A and Class B shares of ReadSoft AB (“ReadSoft”).  LITSA’s revised offer price is SEK 55.50 per share of ReadSoft, irrespective of share class. The acceptance period for the cash tender offer is expected to commence on or about August 7, 2014 and end on or about August 28, 2014, with settlement occurring on or about September 4, 2014.

On August 5, 2014, LITSA and Lexmark each issued press releases announcing the increased tender offer price for all of the outstanding shares of ReadSoft.  The text of the press releases are attached hereto as Exhibits 99.1 and 99.2, respectively, and are incorporated herein by reference.

Item 9.01.  Financial Statements and Exhibits.
 
 (d)   
Exhibits
 
   
 
Exhibit No.
 
Description of Exhibit
 
 
99.1
 
Press Release issued by LITSA, dated August 5, 2014.
       
 
99.2
 
Press Release issued by Lexmark, dated August 5, 2014.
   


 
 

 

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


Lexmark International, Inc.
(Registrant)

August 5, 2014

By: /s/ Robert J. Patton             
Robert J. Patton
Vice President, General Counsel and Secretary

 
 

 

EXHIBIT INDEX


Exhibit No.
 
Description of Exhibit
 
99.1
 
Press Release issued by LITSA, dated August 5, 2014.
     
99.2
 
Press Release issued by Lexmark, dated August 5, 2014.


ex99_1.htm
Exhibit 99.1
 
 

This press release may not be published or distributed, directly or indirectly, in or into Australia, Canada, Hong Kong, Japan, New Zealand or South Africa. The Offer is not being made to, nor will any tender of shares be accepted from or on behalf of, holders in such jurisdictions or elsewhere where their participation requires further documentation, filings or other measures in addition to those required by Swedish law. Shareholders in the United States should refer to the section titled “Special notice to shareholders in the United States” at the end of this announcement.

This is a translation of the original Swedish language press release. In the event of any discrepancies, the original Swedish wording shall prevail.

Press Release
5 August 2014

 
 
Lexmark International Technology increases its recommended offer price for all outstanding shares in ReadSoft to SEK 55.50 per share


Increased offer

On 14 July 2014, Lexmark International Technology S.A. ("Lexmark International Technology"), a wholly-owned subsidiary of Lexmark International Inc. ("Lexmark"), announced a new recommended public offer to the shareholders in ReadSoft AB (publ) (“ReadSoft” or the “Company”) to sell their shares in ReadSoft to Lexmark International Technology (the "Offer"). Lexmark International Technology offered SEK 50.00 in cash per share in ReadSoft.

Lexmark International Technology today announces an increase of its Offer price for all outstanding shares in ReadSoft in response to a SEK 55.00 increased competitive offer for the shares in ReadSoft that was announced by Hyland Software UK Ltd on August 4, 2014 (the "Hyland Offer"). The Offer price is increased from SEK 50.00 per share to SEK 55.50 per share, irrespective of share class.

The increased offer price of SEK 55.50 represents a premium of:
 
·  
19.9 per cent compared to the closing share price of SEK 46.30 per class B share in ReadSoft on NASDAQ OMX Stockholm on 11 July 2014, the last trading day before the announcement of the Offer;
 
 
·  
41.0 per cent compared to the volume-weighted average share price of SEK 39.37 of the Company's class B shares on NASDAQ OMX Stockholm during the last three months prior to 11 July 2014;
 
 
·  
19.6 per cent compared to the fifty-two week high share price of SEK 46.40 of the Company's class B shares on NASDAQ OMX Stockholm during the last twelve months prior to 11 July 2014;
 
 
·  
211.4 per cent compared to the volume-weighted average share price of 17.82 of the Company's class B shares on NASDAQ OMX Stockholm during three months prior to the announcement of the initial offer made by Lexmark International Technology on 6 May 2014; and
 
 
·  
1.0 per cent compared to the increased Hyland Offer of SEK 55.00 per share.
 

 
1

 
 
 
Based on the increased offer price, the total offer value for all shares in ReadSoft amounts to approximately SEK 1,703,114,292.1
 
Pursuant to the Transaction Agreement between Lexmark International Technology and ReadSoft, ReadSoft’s Board of Directors has agreed to continue to recommend in favor of Lexmark International Technology’s revised tender offer on the terms and conditions set forth in the Transaction Agreement. In addition, the undertaking by ReadSoft’s two largest shareholders to accept the Offer on the terms and conditions set forth in the Offer document extends also to Lexmark International Technology’s revised tender offer.

Settlement will begin as soon as Lexmark International Technology has announced that the conditions for the Offer have been satisfied or that Lexmark International Technology has otherwise resolved to complete the Offer. Assuming that such an announcement is made no later than around 1 September 2014, settlement is expected to begin around 4 September 2014.

Lexmark International Technology reserves the right to extend the acceptance period for the Offer, as well as the right to postpone settlement.

The Offer does not include the convertibles issued in May 2011, October 2011, April 2012 and April 2013 as part of ReadSoft’s incentive programs for employees. Outside of the Offer, Lexmark International Technology will offer the participants in the programs a reasonable treatment with respect to their holdings, with due regard to the increase of the Offer hereby announced.

Supporting Quotes:

 “We remain convinced that the acquisition by Lexmark is the best strategic, long-term fit for ReadSoft and its employees,” said Paul Rooke, Lexmark chairman and chief executive officer.
 
“We have presented a compelling offer to ReadSoft shareholders, which is confirmed by the undertaking of ReadSoft’s founders to tender their shares to Lexmark, and the unanimous recommendation from ReadSoft’s Board of Directors,” added Rooke.

Offer Documentation

Information on the increased offer price of the Offer will be incorporated in the offer document being prepared by Lexmark International Technology.

Financing

Lexmark International Technology is not dependent on external financing for the increased Offer. Lexmark International Technology will finance the increased Offer with available funds. Accordingly, the completion of the increased Offer is not conditional upon any financing being obtained. Lexmark has unconditionally and irrevocably guaranteed the due performance of e.g. Lexmark International Technology's payment obligations towards the shareholders of ReadSoft pursuant to the increased Offer (if completed).

Further information

For further information about Lexmark and the Offer for the shares of ReadSoft, please see www.lexmarkinfo.se.

For media questions, please contact:
Birgitta Henriksson, Brunswick Group
Phone: + 46 (0) 8 410 32 180


 
1 Based on 30,686,744 shares, being the number of currently outstanding shares, excluding the 2,540,696 shares held by the Company.
 

 
2

 
 
E-mail: bhenriksson@brunswickgroup.com

This press release was submitted for publication on 5 August 2014 at 8.00 (CET).

Important notice

This is a translation of the original Swedish language press release. In the event of discrepancies, the original Swedish wording shall prevail.

Offer restrictions

The Offer is not being made to persons whose participation in the Offer requires that any additional offer document is prepared or registration effected or that any other measures are taken in addition to those required under Swedish law. This press release and any documentation relating to the Offer are not being published in or distributed in or to and must not be mailed or otherwise distributed or sent in or to Australia, Canada, Hong Kong, Japan, New Zealand or South Africa or any other country in which doing so would require any such additional measures to be taken or would be in conflict with any applicable law or regulation (the "Restricted Jurisdiction"). Any such action will not be permitted or sanctioned by Lexmark International Technology. Any purported acceptance of the Offer resulting from a direct or indirect violation of these restrictions may be disregarded.

The Offer is not being made, directly or indirectly, in or into any Restricted Jurisdiction by use of mail or any other means or instrumentality (including, without limitation, facsimile transmission, electronic mail, telex, telephone and the Internet) of interstate or foreign commerce, or of any facility of national security exchange, and the Offer cannot be accepted by any such use, means, instrumentality or facility of, or from within, any Restricted Jurisdiction. Accordingly, this press release and any documentation relating to the Offer are not being and should not be sent, mailed or otherwise distributed or forwarded in or into any Restricted Jurisdiction.

Lexmark International Technology will not deliver any consideration under the Offer in or into any Restricted Jurisdiction.

This press release is not being, and must not be, sent to shareholders with registered addresses in any Restricted Jurisdiction. Banks, brokers, dealers and other nominees holding shares for persons in any Restricted Jurisdiction must not forward this press release or any documentation relating to the Offer to such persons.

Forward-looking statements

Statements in this press release relating to future status or circumstances, including statements regarding future results, growth and other projections regarding development and the other benefits of the Offer, are forward-looking statements. These statements may generally, but not always, be identified by the use of words such as "anticipates", "intends", "expects", "believes", or similar expressions. By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future. There can be no assurance that actual results will not differ materially from those expressed or implied by these forward-looking statements due to many factors, many of which are outside the control of Lexmark International Technology. Any such forward-looking statements made herein speak only as of the date on which they are announced. Except as required by the Takeover Rules or applicable law or regulations, Lexmark International Technology expressly disclaims any obligations or undertaking to publicly announce updates or revisions to any forward-looking statements contained in this press release to reflect any change in expectations with regards thereto or any change in events, conditions or circumstances on which such statement is based, The reader should, however, consult any additional disclosures that Lexmark International Technology or ReadSoft has made or may make.


Special notice to shareholders in the United States

 
3

 
The Offer described in this announcement is subject to the laws of Sweden. It is important for US securities holders to be aware that this document is subject to disclosure and takeover laws and regulations in Sweden that are different from those in the United States. The Offer is made in the United States in compliance with Section 14(e) of, and Regulation 14E under, the US Securities Exchange Act of 1934, as amended (“Exchange Act”), subject to the exemptions provided by Rule 14d-1(d) under the Exchange Act and otherwise in accordance with the requirements of Swedish law. Accordingly, the Offer is subject to disclosure and other procedural requirements, including with respect to withdrawal rights, the Offer timetable, settlement procedures and timing of payments that are different from those applicable under US domestic tender offer procedures and laws.

NEITHER THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION NOR ANY U.S. STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY HAS APPROVED OR DISAPPROVED OF THIS OFFER, PASSED UPON THE FAIRNESS OR MERITS OF THIS ANNOUNCEMENT OR DETERMINED WHETHER THIS ANNOUNCEMENT IS ACCURATE OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE IN THE UNITED STATES.
 
________________________________________________________________________________________
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
4

 


ex99_2.htm
Exhibit 99.2
 

Lexmark increases tender offer price for all outstanding shares of ReadSoft

LEXINGTON, Ky., Aug. 5, 2014

·  
Lexmark International, Inc. (NYSE: LXK) today announced that it has increased its cash tender offer price for all of the outstanding shares of Sweden-based ReadSoft (NASDAQ OMX: RSOF-B). This cash offer is Swedish Krona (SEK) 55.50, an 11 percent increase from Lexmark’s July 14, 2014, offer of SEK 50.00 for each Class A and Class B share of ReadSoft, for a price of approximately $248 million, net of cash acquired.1

·  
Lexmark made the decision to increase its tender offer price because it continues to believe the combination of ReadSoft with Lexmark’s Perceptive Software is a strong strategic fit and in response to a competitive offer for ReadSoft shares announced on Aug. 4.

·  
Pursuant to a Transaction Agreement with Lexmark, ReadSoft's Board of Directors has agreed to continue to recommend in favor of Lexmark's revised tender offer. In addition, the undertaking by ReadSoft's two largest shareholders to tender their shares to Lexmark extends to Lexmark's revised tender offer.
 
·  
The offer period for ReadSoft shareholders to tender their shares will begin on or about Aug. 7 and run to Aug. 28, 2014, unless otherwise extended.  Settlement of the tender offer is expected to occur around Sept. 4, 2014, after the end of the offer period.
 
Supporting Quotes:

“We remain convinced that the acquisition by Lexmark is the best strategic, long-term fit for ReadSoft and its employees,” said Paul Rooke, Lexmark chairman and chief executive officer.

“We have presented a compelling offer to ReadSoft shareholders, which is confirmed by the undertaking of ReadSoft’s founders to tender their shares to Lexmark, and the unanimous recommendation from ReadSoft’s Board of Directors,” added Rooke.

About Lexmark
Lexmark is uniquely focused on connecting unstructured printed and digital information across enterprises with the processes, applications and people that need it most. For more information, please visit www.lexmark.com.

Lexmark and Lexmark with diamond design are trademarks of Lexmark International, Inc., registered in the U.S. and/or other countries.  All other trademarks are the property of their respective owners.

 
 

 

"Safe Harbor" Statement under the Private Securities Litigation Reform Act of 1995: Statements in this release which are not historical facts are forward-looking and involve risks and uncertainties which may cause the company’s actual results or performance to be materially different from the results or performance expressed or implied by the forward-looking statements. Factors that may impact such forward-looking statements include, but are not limited to, continued economic uncertainty related to volatility of the global economy; inability to execute the company’s strategy to become an end-to-end solutions provider; uncertainty as a result of a slowdown in government spending; decreased supplies consumption; failure to successfully integrate newly acquired businesses; fluctuations in foreign currency exchange rates; inability to realize all of the anticipated benefits of the company’s acquisitions; possible changes in the size of expected restructuring costs, charges, and savings; market acceptance of new products; aggressive pricing from competitors and resellers; changes in the company’s tax provisions or tax liabilities; the inability to develop new products and enhance existing products to meet customer needs on a cost competitive basis; reliance on international production facilities, manufacturing partners and certain key suppliers; increased investment to support product development and marketing; the financial failure or loss of business with a key customer or reseller; periodic variations affecting revenue and profitability; excessive inventory for the company’s reseller channel; failure to manage inventory levels or production capacity; credit risk associated with the company’s customers, channel partners, and investment portfolio; entrance into the market of additional competitors focused on office printing and imaging and software solutions, including enterprise content management, business process management, document output management, intelligent data capture and search; inability to perform under managed print services contracts; increased competition in the aftermarket supplies business; fees on the company’s products or litigation costs required to protect the company’s rights; inability to obtain and protect the company’s intellectual property rights and defend against claims of infringement and/or anticompetitive conduct; the outcome of litigation or regulatory proceedings to which the company may be a party; unforeseen cost impacts as a result of new legislation; the inability to attract, retain and motivate key employees; changes in a country’s political or economic conditions; the failure of information technology systems, including data breaches or cyber attacks; disruptions at important points of exit and entry and distribution centers; business disruptions; terrorist acts; acts of war or other political conflicts; or the outbreak of a communicable disease; and other risks described in the company’s Securities and Exchange Commission filings. The company undertakes no obligation to update any forward-looking statement.
 
1. Tender offer is priced in Swedish Krona. The net price is based on 30,686,744 outstanding shares and includes payment for outstanding convertibles issued as part of ReadSoft’s incentive programs for employees. Acquired cash and cash equivalents are as reported by ReadSoft at the end of the second quarter of 2014. The net price is based on the Swedish Krona currency exchange rate to the U.S. dollar as of August 4, 2014. Excludes transactions fees.
 

Investor Contact:
John Morgan
859-232-5568
jmorgan@lexmark.com
 
Lexmark Media Contact:
Jerry Grasso
859-232-3546
ggrasso@lexmark.com
 
Perceptive Software Media Contact:
Sherlyn Manson
913-667-8811
sherlyn.manson@perceptivesoftware.com