Not For Release, Publication or Distribution, In Whole or In
Part, Directly or Indirectly In, Into or From Any Jurisdiction
Where to Do So Would Constitute a Violation of The Relevant Laws or
Regulations of Such Jurisdiction
This Announcement Is for Information Purposes Only and Is Not an
Offer of Securities in Any Jurisdiction in Which Such Offer,
Solicitation or Sale Would Be Unlawful Under the Securities Laws of
Any Such Jurisdiction
This Announcement Contains Inside Information. Upon The
Publication of This Announcement Via a Regulatory Information
Service, This Inside Information Is Considered to Be in The Public
Domain
LONDON, Dec. 24,
2024 /PRNewswire/ -- The Boards of Windward Ltd.
(LSE: WNWD) ("Windward" and, together with its subsidiaries,
the "Windward Group") and Octopus UK Bidco Limited
("Bidco"), a wholly-owned subsidiary of FTV VIII, L.P.
("Fund") and its affiliates (together with Fund, the
"Fund Group"), are pleased to announce that they have
reached agreement on the terms of a recommended cash acquisition by
Bidco of the entire issued and to be issued ordinary share capital
of Windward (the "Acquisition").
Terms of the Acquisition
Under the terms of the Acquisition, Windward Shareholders will
be entitled to receive:
215 pence per
Windward Share (the "Offer Price") in cash.
The Acquisition values the entire issued and to be issued
ordinary share capital of Windward at approximately £216 million on
a fully diluted basis.
The Offer Price represents a premium of approximately:
- 47% to the Closing Price per Windward Share of 146 pence on the Latest Practicable Date;
- 92% to the six-month volume weighted average Closing Price per
Windward Share of 112 pence (being
the volume weighted average Closing Price for the six-month period
ended on the Latest Practicable Date);
- 97% to the twelve-month volume weighted average Closing Price
per Windward Share of 109 pence
(being the volume weighted average Closing Price for the
twelve-month period ended on the Latest Practicable Date); and
- 39% to the IPO price of 155 pence
(being the placing price per Windward Share at the time of the IPO
on 6 December 2021).
The Offer Price assumes that Windward Shareholders will not
receive any dividend, distribution or other return of capital
(whether by way of reduction of share capital or share premium
account or otherwise) (each a "Distribution") following the
date of this Announcement. Under the terms of the Merger Agreement,
Windward is prohibited from making or declaring any Distribution on
or prior to Completion. If any Distribution is nonetheless
declared, made, paid or becomes payable by Windward, Bidco has the
right to terminate the Merger Agreement.
Background to and reasons for the Acquisition
Fund has been assessing Windward and its business over recent
months, having followed its development over a number of years.
Fund believes that Windward is a highly attractive business with a
strong management team and strategy, and that the Acquisition
represents an attractive opportunity to increase exposure to the
growing maritime compliance and supply chain end market. The
Acquisition also represents an opportunity for enhanced data and AI
led insight across the ecosystem.
Fund sees an opportunity to accelerate Windward's continued
expansion from its current market position within the maritime
sector, into a broader supply chain analytics provider and plans to
support the development of Windward's future product roadmap
under private ownership. For this, Windward may require investment,
which could reduce profitability in the short to medium term, but
should build the strong operational foundations required to support
Windward's next phase of growth, scale its platform globally and
drive sustainable long-term value.
Fund is confident in the future prospects of Windward's business
and believes that moving to private ownership is in the long-term
interest of Windward, its customers and its other stakeholders, and
offers the best opportunity for Windward management to execute on
its strategy and ambition to further accelerate the growth of the
business.
Fund has a proven investment track record in the broader
software sector and significant competence and know-how in scaling
global software businesses. Fund will provide Windward with access
to its Global Partner Network® of seasoned technology industry
executives, as well as lend M&A expertise and resources to
Windward as it leverages the existing platform to assist Windward
with executing acquisitions to create long-term value.
Fund has strong confidence in Windward's current management team
and believes that Windward has a team of talented employees who
will be key to Windward's success going forward. Accordingly, Fund
is committed to supporting the existing Windward management team in
continuing to execute on its current strategy.
Fund believes that it is well placed to support Windward in the
next stage of its development, by providing the capital necessary
to accelerate Windward's strategic plan and realise its full
potential and international ambitions. Fund sees significant
potential from supporting Windward to make further bolt-on and
potentially transformational transactions internationally.
Fund considers Windward to be a strong strategic fit with its
thematic investment focus and is uniquely positioned to create
significant value for Windward and its stakeholders, having built a
relationship with Windward over the past seven years.
Background on the Fund Group and Bidco
Octopus Merger Sub Ltd. ("SPV") is a company limited by
shares, incorporated in December 2024 under the laws of
Israel. Bidco is a private limited
company, incorporated in December
2024 under the laws of England and Wales.
SPV is a wholly-owned subsidiary of Bidco, which is itself a
wholly-owned subsidiary of the Fund Group. Fund is a growth equity
investment firm that has raised over US$6
billion in committed capital, to invest in high growth
companies in the enterprise technology and services and financial
technology and services sectors.
Fund has a long history of investing in founder-led companies
and in October 2024 was included on
Inc. "Founder Friendly Investors" list for the fourth year in a
row.
Bidco is a newly established company formed by Fund for the
purposes of the Acquisition and has neither traded prior to
the date of this Announcement nor entered into any obligations
other than in connection with the Acquisition.
Approval of the Audit Committee and Windward Independent
Directors and recommendation of the Windward Independent
Directors
The Windward Independent Directors, who have been so advised
by Goldman Sachs Israel LLC, Tel
Aviv Branch ("Goldman Sachs") as to the financial terms of
the Acquisition, unanimously consider the terms of the Acquisition
to be fair and reasonable. In providing their advice to the
Windward Independent Directors, Goldman Sachs have taken into
account the commercial assessments of the Windward Independent
Directors.
In addition to the Windward Independent Directors' approval,
the Acquisition requires the approval of the Audit Committee as the
Windward Executive Directors have a personal interest in the
Acquisition as a result of the Reinvestment (as further detailed in
paragraph 8 of this Announcement). The
Audit Committee unanimously approved the Acquisition prior to
the approval of the Windward Independent Directors.
The Windward Independent Directors and the Audit Committee
have each unanimously determined the Acquisition to be in the best
interests of Windward (including its shareholders). The Windward
Independent Directors unanimously recommend that Windward
Shareholders vote in favour of the Acquisition at a General Meeting
which will be convened in connection with the Acquisition. In
accordance with the Israeli Companies Law, the Windward Executive
Directors did not participate in the discussion of the Acquisition
and did not vote on the Acquisition.
Each Windward Independent Director who holds Windward Shares
has irrevocably undertaken to vote in favour of the Acquisition in
respect of their own beneficial holdings of 573,962 Windward Shares
representing, in aggregate, approximately 0.66% of Windward's
issued share capital on the Latest Practicable Date.
In addition, the Windward Executive Directors have
irrevocably undertaken to vote in favour of the Acquisition in
respect of their own beneficial holdings of, in aggregate,
6,610,092 Windward Shares representing, in aggregate, approximately
7.55% of Windward's issued share capital on the Latest
Practicable Date.
Further details of these irrevocable undertakings are set out
in Appendix 2 to this Announcement.
Background to and reasons for the Windward Independent
Directors' recommendation
Since Windward's AIM flotation in December 2021, Windward's leadership team has
delivered a highly attractive operational performance. Windward has
more than doubled its ACV and more than tripled its global customer
base over the last three financial years.
The Board of Windward and its management regularly review the
performance, strategy, competitive position, opportunities, and
prospects of Windward in light of the current business, economic
climate, industry trends, and market environment.
While the Windward Independent Directors believe Windward is
well positioned for future continued success and that the long-term
prospects are strong as an independent listed entity, they also
recognise that economic, regulatory and competitive uncertainties
exist, many of which are beyond Windward's control.
Following engagement with Fund, including the provision of
detailed information under a non-disclosure agreement, the Windward
Independent Directors have concluded that the proposal received
from Fund, following a period of price negotiation and based
on interest from other potential bidders, is likely to be more
advantageous for Windward's business and its other stakeholders
than remaining listed on AIM, as the Acquisition is expected to
provide Windward with increased access to the capital required to
enable rapid expansion of its business.
The Windward Independent Directors have concluded that the
proposal is attractive to Windward Shareholders, in that (i) it
provides certainty to Windward Shareholders, as the proposal is
deliverable given the limited conditions to Completion and (ii)
Windward Shareholders will receive cash consideration only.
Windward Shareholder support
All Windward Independent Directors who hold Windward Shares
have, in their capacities as Windward Shareholders, irrevocably
undertaken to vote (or procure the vote) in favour of the
Acquisition at a General Meeting in respect of their own beneficial
holdings, amounting, in aggregate, to 573,962 Windward Shares
representing, in aggregate, approximately 0.66% of Windward's
issued share capital on the Latest Practicable Date.
In addition, Bidco has received irrevocable undertakings from
the Reinvesting Managers (including the Windward Executive
Directors), to vote (or procure the vote) in favour of the
Acquisition at a General Meeting in respect of their own beneficial
holdings, amounting, in aggregate, to 13,290,004 Windward Shares
representing, in aggregate, approximately 15.18% of Windward's
issued share capital on the Latest Practicable Date.
In total, Bidco has therefore received irrevocable undertakings
from Windward Independent Directors and Reinvesting Managers
(including the Windward Executive Directors) to vote (or procure
the vote) in favour of the Acquisition at a General Meeting,
amounting, in aggregate, to 13,863,966 Windward Shares,
representing, in aggregate, approximately 15.84% of Windward's
issued share capital on the Latest Practicable Date.
Bidco has also received irrevocable undertakings from certain
Windward Shareholders to vote in favour of the Acquisition at a
General Meeting, amounting, in aggregate, to 41,628,662 Windward
Shares, representing, in aggregate, approximately 47.55% of
Windward's issued share capital on the Latest Practicable Date.
In total, Bidco has therefore received irrevocable undertakings
to vote (or procure the vote) in favour of the Acquisition at a
General Meeting, in respect of a total of 55,492,588 Windward
Shares, representing, in aggregate, approximately 63.39% of
Windward's issued share capital on the Latest Practicable Date.
Each irrevocable undertaking referred to above (other than that
provided by Gresham House Asset Management Ltd) remains binding in
the event a higher competing offer is made for Windward by a third
party, even in the event of a change in recommendation by the
Windward Independent Directors. The irrevocable undertaking
provided by Gresham House Asset Management Ltd lapses in the event
a competing third party cash offer (where the consideration is not
less than 105% of the cash consideration offered by Bidco under the
Merger Agreement) for Windward is announced.
Bidco has also received non-binding letters of intent from
certain Windward Shareholders, confirming their intention to vote
(or procure the vote) in favour of the Acquisition at a General
Meeting, in respect of, in aggregate, 11,828,226 Windward Shares,
representing, in aggregate, approximately 13.52% of Windward's
issued share capital on the Latest Practicable Date.
Further details of each of these irrevocable undertakings and
the letters of intent are set out in Appendix 2 to this
Announcement.
Structure, expected timetable and approvals
Completion of the Acquisition requires the approval of a simple
majority of the Windward Shareholders present in person or by proxy
and actually voting at a General Meeting. Therefore, the Windward
Independent Directors intend to send a circular in the form of an
information statement ("Information Statement") to the
Windward Shareholders as soon as possible and, in any event, by no
later than 10 January 2025, the
purpose of which is to convene a General Meeting enabling Windward
Shareholders to vote on the Acquisition. Full details of the
Acquisition will be set out in the Information Statement, which
will also specify the actions to be taken by Windward
Shareholders.
It is intended that the Acquisition will be effected by means of
a merger of SPV into Windward in accordance with the provisions of
Israeli Companies Law. The Acquisition is not governed by the City
Code on Takeover and Mergers (the "Takeover Code").
The parties currently anticipate that the Acquisition will be
completed by the end of Q1 2025, subject to Windward Shareholder
approval.
Commenting on the Acquisition, Brad
Bernstein, Managing Partner of Fund, said:
"As global seaborne trade expands, regulatory regimes tighten
and supply chain pressures mount, the need for advanced maritime
intelligence and visibility has become imperative for global
organisations to effectively operate and manage risk in an
increasingly complex landscape. Windward has built a best-in-class
maritime AI-based analytics platform spanning use cases across
risk, compliance, trading and the supply chain and delivering
tangible value to its growing blue-chip customer base
worldwide."
Commenting on the Acquisition, Jerome
Hershey, Principal of Fund, said:
"Fund has a long track record of partnering with data and
analytics leaders across the governance, risk and compliance
sector, and we've long admired what Ami and the Windward team have
built since our first meeting in 2017. The company's attractive
subscription revenue model demonstrates strong operating leverage
and margin expansion. We look forward to partnering with the team
to help drive their ambitious vision for product and geographic
expansion and an exciting set of organic and inorganic growth
initiatives."
Commenting on the Acquisition, Ami
Daniel, Chief Executive Officer of Windward, said:
"This marks an exciting next step in the evolution of
Windward, providing the opportunity to build upon our first mover
advantage in maritime generative AI through accelerated innovation
and greater market reach. We are incredibly proud of the growth we
have achieved while on the AIM market, and our ability to adapt and
incorporate evolving technology, specifically generative AI.
We are truly grateful for our shareholders' support to date,
providing us with the funding to expand our offering, enter new
markets and continuously create exciting new products. With the
success of that investment evident in our accelerated growth rate
and bigger scale, now is the time to replicate that success across
additional geographic markets. In addition, being US-owned is
expected to facilitate expedited penetration and growth in the US
market.
The Fund team have an outstanding track record in supporting
the scaling of founder-led software businesses globally and we
believe that together we will be a significantly stronger
organisation. For our customers, the additional investment will
enable them to unlock far greater value from their data through our
ambitious product roadmap, and for our employees, it provides
increased job security and the confidence that we have the funding
to drive forward together to achieve our potential."
Commenting on the Acquisition, The Lord Browne of Madingley,
Non-Executive Chairman of Windward, said:
"Windward has become firmly established on the world stage,
but as an organisation we recognise there remains an untapped
opportunity ahead to further transform additional spheres of global
trade. Following due consideration, the Windward Independent
Directors believe this transaction is in the best interests of all
stakeholders, including our shareholders and employees; providing
the environment to facilitate this expansion and support the future
growth of the company."
This summary should be read in conjunction with the full text
of this Announcement and the Appendices which can be accessed
here:
https://www.londonstockexchange.com/news-article/WNWD/recommended-cash-acquisition-of-windward-ltd/16825703
Certain definitions and terms used in this Announcement are set
out in Appendix 1. Appendix 2 to the Announcement contains details
of irrevocable undertakings and the letters of intent received by
Bidco.
For more information, please visit:
https://windward.ai/
Media Contact
David Hoffman
Headline Media
david@headline.media
+972-52-842-195
CMS Cameron McKenna Nabarro Olswang LLP and Epstein Rosenblum
Maoz (ERM) are acting as legal advisers to Windward. Willkie Farr & Gallagher (UK) LLP and
Gornitzky & Co. are acting as legal advisers to Fund, Bidco and
SPV.
The statements contained in this Announcement are made as at the
date of this Announcement, unless some other time is specified in
relation to them, and publication of this Announcement shall not
give rise to any implication that there has been no change in the
facts set forth in this Announcement since such date. Nothing
contained in this Announcement shall be deemed to be a forecast,
projection or estimate of the future financial performance of
Windward, the Windward Group, Bidco, SPV, Fund or the Fund Group
except where otherwise stated.
IMPORTANT NOTICE
Goldman Sachs is acting exclusively for Windward as its
financial adviser and no one else in connection with the
Acquisition and other matters referred to in this Announcement and
will not be responsible to anyone other than Windward for providing
the protections afforded to clients of Goldman Sachs or for
providing advice in connection with the Acquisition or any other
matter or arrangement referred to in this Announcement.
Canaccord Genuity Limited ("Canaccord Genuity"),
which is authorised and regulated in the United Kingdom by the Financial Conduct
Authority, is acting exclusively for Windward as its nominated
adviser and broker and no one else in connection with the
Acquisition and will not be responsible to anyone other than
Windward for providing the protections afforded to clients of
Canaccord Genuity or for providing advice in connection with the
Acquisition or any other matter or arrangement referred to in this
Announcement.
N.M. Rothschild & Sons Limited ("Rothschild &
Co"), which is authorised and regulated by the Financial
Conduct Authority is acting exclusively for Fund, Bidco and SPV and
for no one else in connection with the Acquisition and will not
regard any other person as its client in relation to the
Acquisition and will not be responsible to anyone other than Fund,
Bidco and SPV for providing the protections afforded to clients of
Rothschild & Co, nor for providing advice in relation to any
matter referred to in this Announcement.
Further information
The Acquisition is not governed by the Takeover Code. As set out
in Windward's admission document dated 30
November 2021, Windward has incorporated certain provisions
in its articles of association, which seek to provide shareholders
with a similar standard of protections otherwise afforded by the
Takeover Code. These include provisions similar to Rule 9 of the
Takeover Code and therefore may require that any person who
acquires, whether by a series of transactions over a period of time
or not, an interest (as defined in the Takeover Code) in shares
which, taken together with shares in which it is already interested
or in which persons acting in concert with it are interested, carry
30% or more of the voting rights of Windward, is normally required
to make a general offer to all the remaining shareholders to
acquire their shares. Additionally, similar to Rule 9 of the
Takeover Code, the articles of association of Windward also provide
that when any person, together with persons acting in concert with
it, is interested in shares which, in aggregate, carry more than
30% of the voting rights of Windward, but does not hold shares
carrying 50% or more of such voting rights, a general offer will
normally be required if any further interest in shares is acquired
by any such person. Please refer to the latest articles of
association available at the Windward website at
https://windward.ai for further details.
This Announcement is for information purposes only and does not
constitute an offer to sell or an invitation to purchase any
securities or the solicitation of an offer to buy any securities,
pursuant to the Acquisition or otherwise. The Acquisition will be
made solely by means of an Information Statement to be sent to the
Windward Shareholders, which will contain the full terms and
conditions of the Acquisition, including details of how the
Acquisition can be approved.
Windward accepts no responsibility for the information contained
in this Announcement other than that which relates to Windward and
any member of the Windward Group and the recommendation of the
Windward Independent Directors in relation to the Acquisition. Fund
accepts no responsibility for the information contained in this
Announcement other than information relating to Bidco, SPV, Fund
and the Fund Group and accepts no responsibility for any
information that that relates to Windward and any member of the
Windward Group and the recommendation of the Windward Independent
Directors in relation to the Acquisition.
Overseas jurisdictions
The release, publication or distribution of this Announcement in
certain jurisdictions may be restricted by law. Persons who are not
resident in the United Kingdom or
who are subject to the laws of other jurisdictions should inform
themselves of, and observe, any applicable requirements. Any
failure to comply with these restrictions may constitute a
violation of securities laws of any such jurisdictions. To the
fullest extent permitted by law, Windward and Fund disclaim any
responsibility or liability for the violation of such restrictions
by such person.
Notice to US holders
The Acquisition relates to the shares of an Israeli company and
is being effected by way of a reverse triangular merger under
Israeli Companies Law. The Acquisition will not be subject to any
review or registration procedures of any securities regulatory
authority outside of Israel and
has not been approved or recommended by any such securities
regulatory authority outside of Israel. In particular, neither this
Announcement nor the Information Statement has been, or will be,
approved by the United States Securities and Exchange Commission or
any other authority of the United
States, nor has any such authority determined or approved,
or will determine or approve, the adequacy or accuracy of the
information contained in this Announcement or the Information
Statement.
The Acquisition is subject to the disclosure requirements and
practices applicable in Israel
which differ from the disclosure requirements of US tender offer
and proxy solicitation rules. Accordingly, the
Acquisition may be subject to disclosure and other procedural
requirements, including with respect to the Acquisition timetable,
financial information and basis of accounting, settlement
procedures and timing of payments that are different from those
applicable under US tender offer laws.
In accordance with Rule 14e-5 under the Exchange Act, Fund,
certain affiliated companies and the nominees or brokers (acting as
agents) may make certain purchases of, or arrangements to purchase,
Windward Shares during the period between the date of this
Announcement and the date on which Windward Shareholders approve
the Acquisition at a General Meeting. If such purchases or
arrangements to purchase were to be made, they would be made
outside the US either in the open market at prevailing prices or in
private transactions at negotiated prices and would comply with
applicable law, including, to the extent applicable, the Exchange
Act. Any information about such purchases will be disclosed as
required in the UK and reported to a Regulatory Information Service
in the UK.
Financial information included in this Announcement has been, or
will have been, prepared in accordance with accounting standards
that may not be comparable to financial information of US companies
or companies whose financial statements are prepared in accordance
with generally accepted accounting principles in the US.
The receipt of consideration by a US holder for the transfer of
its Windward Shares pursuant to the Acquisition may be a taxable
transaction for US federal income tax purposes and under applicable
US state and local, as well as non-US and other, tax laws. Each
affected Windward Shareholder is urged to consult their independent
professional adviser immediately regarding the tax consequences of
the Acquisition applicable to them, including under applicable US
federal, state and local, as well as non-US and other, tax
laws.
It may be difficult for US holders of Windward Shares to enforce
their rights and claims arising out of the US federal securities
laws since Windward is organised in countries other than
the United States and some or all
of their officers and directors may be residents of, and some or
all of their assets may be located in, jurisdictions other than
the United States. US holders may
have difficulty effecting service of process within the United States upon those persons or
recovering against judgments of US courts, including judgments
based upon the civil liability provisions of the US federal
securities laws. US holders may not be able to sue a non-US company
or its officers or directors in a non-US court for violations of US
securities laws. Further, it may be difficult to compel a non-US
company and its affiliates to subject themselves to a US court's
judgment.
Cautionary note regarding forward-looking statements
This Announcement contains certain forward-looking statements
with respect to the financial condition, results of operations and
businesses of Windward and Fund and their respective Groups, and
certain plans and objectives of Fund. All statements other than
statements of historical fact are, or may be deemed to be,
forward-looking statements. Forward-looking statements are
statements of future expectations that are based on management's
current expectations and assumptions and involve known and unknown
risks and uncertainties that could cause actual results,
performance or events to differ materially from those expressed or
implied in these statements. Forward-looking statements include,
among other things, statements concerning the potential exposure of
Windward and Fund to market risks and statements expressing
management's expectations, beliefs, estimates, forecasts,
projections and assumptions, including as to future potential cost
savings, synergies, earnings, cash flow, return on average capital
employed, production and prospects. These forward-looking
statements are identified by their use of terms and phrases such as
"anticipate", "believe", "could", "estimate", "expect", "goals",
"intend", "may", "objectives", "outlook", "plan", "probably",
"project", "risks", "seek", "should", "target", "will" and similar
terms and phrases.
Each forward-looking statement speaks only as of the date of
this Announcement. None of Windward, the Windward Group, Bidco,
SPV, Fund or the Fund Group, undertakes any obligation to publicly
update or revise any forward-looking statement as a result of new
information, future events or otherwise, except to the extent
legally required. In light of these risks, results could differ
materially from those stated, implied or inferred from the
forward-looking statements contained in this Announcement.
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SOURCE Windward