Dechert Advises Kofax on US$1 Billion Sale to Lexmark

Dechert LLP advised Kofax Limited on a merger agreement in which Lexmark will acquire Kofax. Under the terms of the merger agreement, Lexmark will acquire all of the outstanding shares of Kofax for US$11.00 per share in cash for a total enterprise value of approximately US$1 billion, net of cash acquired. The acquisition is expected to close in the second quarter of 2015 and is contingent on Kofax shareholder approval, applicable regulatory clearances and other customary closing conditions.

Upon successful completion of the acquisition, Lexmark will nearly double the size of its enterprise software business to an approximately US$700 million business competing in the expanding US$10 billion content and process management software market. This market is expected to have a compounded annual growth rate of approximately 10 percent. In addition to the significant increase in scale, Kofax will help accelerate the growth and significantly increase the operating margins of Lexmark's software business. The addition of Kofax immediately enhances Lexmark's industry-leading enterprise content management and business process management offerings. In the capture technology field, the combination of Kofax's smart process applications with Perceptive Intelligent Capture will create the broadest and deepest portfolio of capture solutions in the market, ranging from Web portals and mobile devices to smart MFPs.

The Dechert cross-border team representing Kofax in this matter was led by corporate partner Richard Goldberg and included corporate partners David Rosenthal (New York) and Sean Geraghty (London) and associates Greg Schernecke (Philadelphia), Ross MacConnell (Philadelphia), and Jodie Valler-Feltham (London); employee benefits partner Stephen Skonieczny (New York) and associate Eric Rubin (Philadelphia); tax partners Mark Stapleton (London), Josh Milgrim (New York) and associate Jon Van Loo (New York); IP special counsel Violetta Kokolus (New York); and, antitrust partner James Fishkin (Washington) and associates Rajiv Venkataramanan (Washington) and Michael Okkonen (Brussels).

For more information on the transaction, please see the official Kofax press release.

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