Lexmark’s original offer for ReadSoft includes the following statement: “Completion of the Offer is conditional upon:
1. the Offer being accepted to such an extent that Lexmark International Technology becomes the owner of shares representing more than 90% of the shares in ReadSoft.”
Which is why Hyland made such a big deal out of the fact that prior to making their new offer, it had acquired almost 11% of ReadSoft’s shares. I recently caught up with Lars Wahlström, who is based in Sweden and advising Hyland on its bid for ReadSoft.
If you remember, there was also a provision in the Lexmark bid that said that the ReadSoft board could not consider another offer unless it was 7% higher than the Lexmark offer, which Hyland tried once. Hyland is now of the opinion that ReadSoft will have to respond to their new bid, even though its only 4.7% higher than Lexmark’s second bid- because as Hyland is considered, Lexmark’s offer should now be off the table due to the 90% rule.
Hyland’s official offer document is due to come out on Monday. We expect to hear more after that, from ReadSoft, Lexmark, or both.