Statement by the Board of Directors of ReadSoft AB (publ) in relation to Lexmark International Technology’s public takeover offer

Background
This statement is made by the Board of Directors of ReadSoft AB (publ)
(“ReadSoft” or the “Company”) pursuant to section II.19 of the rules concerning
takeover bids on the stock market adopted by NASDAQ OMX Stockholm (the “Takeover
Rules”).
Lexmark International Technology S.A (“Lexmark International Technology”), a
wholly-owned subsidiary of Lexmark International Inc. ("Lexmark"), has today,
through a press release, announced a public offer to the shareholders of
ReadSoft to transfer all of their shares in the Company to Lexmark International
Technology for a consideration of SEK 40.05 in cash per share in ReadSoft (the
“Offer”).
The total value of the Offer is approximately SEK 1,226
million[1] (http://file///C:/Users/Johan%20Holmqvist/Documents/Projekt%20RedHook
_ 
XL/Slutgiltiga%20releaser%20till%20den%206%20maj/Statement%20by%20the%20Board%20
o 
f%20Directors%20of%20ReadSoft%20-%20FINAL%205%20May%202014.DOCX#_ftn1). The
Offer represents a premium of:

  · 117.7 per cent compared to the closing share price of SEK 18.40 per class B
share in ReadSoft on NASDAQ OMX Stockholm on 5 May 2014, the last trading day
before the announcement of the Offer;

  · 124.7 per cent compared to the volume-weighted average share price of SEK
17.82 of the Company's class B shares on NASDAQ OMX Stockholm during the last
three months prior to 5 May 2014; and

  · 42.0 per cent compared to the fifty-two week high share price of SEK 28.20
of the Company's class B shares on NASDAQ OMX Stockholm during the last twelve
months prior to 5 May 2014.

The acceptance period for the Offer is expected to commence around May 23, 2014
and end around June 23, 2014. Settlement is expected to begin around June 30,
2014. The Offer is inter alia conditional upon Lexmark International Technology
becoming the owner of more than 90 per cent of the total number of shares in
ReadSoft on a fully diluted basis and receipt of necessary regulatory approvals.
The Board of Directors of ReadSoft (the “Board”) has allowed Lexmark
International Technology to conduct a limited confirmatory due diligence
investigation prior to the announcement of the Offer. Lexmark International
Technology has not received any non-public price-sensitive information through
such due diligence investigation.
The founders of ReadSoft, Lars Appelstål and Jan Andersson, representing in
aggregate 22.9 per cent of the shares and 41.5 per cent of the votes in
ReadSoft[2] (http://file///C:/Users/Johan%20Holmqvist/Documents/Projekt%20RedHoo
k 
_XL/Slutgiltiga%20releaser%20till%20den%206%20maj/Statement%20by%20the%20Board%2
0 
of%20Directors%20of%20ReadSoft%20-%20FINAL%205%20May%202014.DOCX#_ftn2), have
undertaken to accept the Offer. It has been stated that the undertakings will
lapse in the event that the Offer has lapsed or been withdrawn or has not been
declared unconditional (i.a. by the acceptance level of 90 percent not being
obtained) by the date that is 100 calendar days from the later of Lexmark
International Technology’s announcement of the Offer or the announcement of a
revised offer from Lexmark International Technology that matches or exceeds a
competing offer to acquire all the shares of ReadSoft.
Lars Appelstål and Jan Andersson, also members of the Board, have due to
conflict of interest based on the above described undertakings, not participated
in the Board’s handling of or resolutions regarding the Offer.
The Company has entered into a transaction agreement with Lexmark International
Technology regarding the Offer, which will be disclosed in its entirety in
Lexmark International Technology’s offer document. The agreement includes i.a. a
provision that the Company shall not conduct discussions or negotiate with any
other party regarding a competing offer or otherwise support such offer unless
this represents at least 7 percent higher value for the shareholders than the
Offer or a revised offer from Lexmark International Technology.
The Board of Directors’ Recommendation
The Board’s opinion of the Offer is based on a joint assessment of a number of
factors that the Board has considered relevant in relation to the evaluation of
the Offer. These factors include, but are not limited to, the Company’s present
position, the expected future development of the Company and thereto related
possibilities and risks.
The Board concludes that the Offer price entails a substantial premium of
approximately 124.7 per cent compared to ReadSoft’s volume-weighted average
share price on NASDAQ OMX Stockholm during the last three months and a premium
of approximately 117.7 per cent compared to the closing price per share on
NASDAQ OMX Stockholm on May 5, 2014.
In its evaluation of the Offer, the Board also takes into account that
shareholders representing 22.9 per cent of the shares and 41.5 per cent of the
votes[3] (http://file///C:/Users/Johan%20Holmqvist/Documents/Projekt%20RedHook_X
L 
/Slutgiltiga%20releaser%20till%20den%206%20maj/Statement%20by%20the%20Board%20of
% 
20Directors%20of%20ReadSoft%20-%20FINAL%205%20May%202014.DOCX#_ftn3) have
undertaken to accept the Offer.
Under the Takeover Rules, the Board of Directors shall also, based on what
Lexmark International Technology has expressed in its announcement of the Offer,
present its views on the impact the completion of the Offer may have on
ReadSoft, especially regarding employment, and its views on Lexmark
International Technology’s strategic plans for ReadSoft and the impact these
could be expected to have on employment and on ReadSoft’s business locations.
Based on what Lexmark International Technology has stated in the press release
relating to the Offer regarding the impact that the implementation of the Offer
would have on ReadSoft, in particular in respect of the terms and places of
employment for ReadSoft’s employees, the Board does not see that the Offer would
reasonably result in any major changes or have any substantial near term
consequences for the employment or for the places where ReadSoft carries out its
operations.
Based on the above, the Board of Directors unanimously recommends ReadSoft’s
shareholders to accept Lexmark International Technology’s Offer of SEK 40.05 per
share in the Company.
As part of the Board’s evaluation of the Offer, the Board has engaged Evli
Corporate Finance as financial advisors and Mannheimer Swartling as legal
advisors.
This statement shall in all aspects be governed by and interpreted in accordance
with Swedish law. Any disputes relating to or arising in connection with this
statement shall be settled exclusively by Swedish courts.
For further information, please contact:
Göran E Larsson, Chairman of the Board of Directors of ReadSoft AB
Accessed via Johan Holmqvist, Vice President Corporate Communications at
ReadSoft AB
johan.holmqvist@readsoft.com
+46 (0)42 491 21 98 or  +46 (0)708 37 66 77
ReadSoft AB (publ)
Södra Kyrkogatan 4
SE-252 23 Helsingborg, Sweden
Corp Identity No. 556398-1066
Telephone: +46 (0)42 490 21 00
www.readsoft.com

The information provided herein is such that ReadSoft AB (publ) is obligated to
disclose pursuant to the Swedish Securities Markets Act (SFS 2007:528) and/or
the Swedish Financial Instruments Trading Act (SFS 1991:980). The information
was submitted for publication at 08:10AM CET on May 6, 2014.
About ReadSoft. ReadSoft simplifies business for organizations of all sizes with
applications for business processes such as accounts payable
automation (http://www.readsoft.com/solutions/by-department/accounts-payable
-automation), accounts receivable (http://www.readsoft.com/solutions/automation
-for-sap/accounts-receivable), sales order
processing (http://www.readsoft.com/solutions/automation-for-sap/sales-order
-processing-sap), and multichannel mailroom
automation. (http://www.readsoft.com/solutions/document-process
-automation/mailroom-automation) Its on-premises and cloud document process
automation solutions (http://www.readsoft.com/solutions/document-process
-automation/mailroom-automation) enable some of the world’s largest corporations
as well as small and medium businesses to compete and thrive in today’s
environment by improving customer and supplier satisfaction, increasing
operating efficiency, and providing greater visibility into business processes.
ReadSoft is the world’s number one choice for invoice processing
automation (http://www.readsoft.com/solutions/document-process
-automation/invoice-processing), and its applications integrate seamlessly with
ERP systems from SAP (http://www.readsoft.com/solutions/automation-for-sap/sales
-order-processing-sap), Oracle (http://www.readsoft.com/solutions/automation-for
-oracle-e-business-suite), Microsoft (http://www.readsoft.com/solutions/document
-process-automation/invoice-processing-for-microsoft-dynamics), as well as with
many other business systems. Since 1991, the company has grown into a worldwide
group, delivering industry expertise and support in 17 countries on six
continents through its local and global partner network. ReadSoft is
headquartered in Helsingborg, Sweden, with revenue of approximately SEK 761
million in 2013, and its share is traded on the NASDAQ OMX Stockholm’s Small Cap
list. Visit
www.readsoft.com (http://file///C:/Users/Sara%20Hagsten/Desktop/www.readsoft.com
) 
.

----------------------------------------------------------------------

[1] (http://file///C:/Users/Johan%20Holmqvist/Documents/Projekt%20RedHook_XL/Slu
t 
giltiga%20releaser%20till%20den%206%20maj/Statement%20by%20the%20Board%20of%20Di
r 
ectors%20of%20ReadSoft%20-%20FINAL%205%20May%202014.DOCX#_ftnref1) Based on
30,603,744 shares, being the number of currently outstanding shares, excluding
the 2,540,696 shares held by the Company.

[2] (http://file///C:/Users/Johan%20Holmqvist/Documents/Projekt%20RedHook_XL/Slu
t 
giltiga%20releaser%20till%20den%206%20maj/Statement%20by%20the%20Board%20of%20Di
r 
ectors%20of%20ReadSoft%20-%20FINAL%205%20May%202014.DOCX#_ftnref2) Based on
30,603,744 shares, being the number of currently outstanding shares, excluding
the 2,540,696 shares held by the Company

[3] (http://file///C:/Users/Johan%20Holmqvist/Documents/Projekt%20RedHook_XL/Slu
t 
giltiga%20releaser%20till%20den%206%20maj/Statement%20by%20the%20Board%20of%20Di
r 
ectors%20of%20ReadSoft%20-%20FINAL%205%20May%202014.DOCX#_ftnref3) Based on
30,603,744 shares, being the number of currently outstanding shares, excluding
the 2,540,696 shares held by the Company