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
Terms of the Acquisition
Under the terms of the Acquisition, Windward Shareholders will be entitled to receive:
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
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
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
Fund has a long history of investing in founder-led companies and in
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 (LON:) Directors and recommendation of the Windward Independent Directors
The Windward Independent Directors, who have been so advised by Goldman Sachs (NYSE:) Israel LLC,
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 Ž8 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
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
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,
“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,
“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,
“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@headline.media
+972-52-842-195
CMS Cameron McKenna Nabarro Olswang LLP and Epstein
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 (TSX:) Limited (“Canaccord Genuity“), which is authorised and regulated in the
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
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
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
The Acquisition is subject to the disclosure requirements and practices applicable in
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
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
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.
