Kofax, Inc. made a proposal to acquire Tungsten Corporation plc (AIM:TUNG) from group of sellers for £50.6 million on November 19, 2021. Kofax, made a revised offer to acquire Tungsten Corporation plc (AIM:TUNG) from group of sellers for for £53.1 million on February 18, 2022. Kofax, Inc. entered into an agreement to acquire Tungsten Corporation plc (AIM:TUNG) from group of sellers on March 24, 2022. Kofax will acquire each Tungsten share for £0.42 per share. As of May 20, 2022, Kofax revised the offer per share and will now acquire each Tungsten share for £0.55 per share. Accel-KKR has confirmed to Tungsten that it has no intention of making an offer for Tungsten and accordingly discussions with Accel-KKR have now terminated. The cash consideration payable will be funded from existing cash resources of the Kofax Group.

As on December 31, 2021, Kofax has received an updated irrevocable undertaking from associates of Edmund Truell, co-founder of Tungsten, to support a possible cash offer for the issued and to be issued share capital of Tungsten, should a formal offer be made. The deadline in the irrevocable undertaking by which time Kofax must release a formal offer announcement for Tungsten for it to remain in force has been extended to the later of (i) January 11, 2022, (ii) such later date as the Panel may agree as being the last date for Kofax to make a formal offer for Tungsten or (iii) such later time as may be agreed between Kofax and Tungsten. As of January 10, 2022, deadline to announce a firm intention to make an Offer has been extended to February 8, 2022. As of February 8, 2022, deadline to announce a firm intention to make an Offer has been extended to February 22, 2022. Under the revised offer received on February 18, 2022, proposal is subject to a number of pre-conditions including completion of final confirmatory due diligence and on receiving a Board recommendation and irrevocable undertakings from all Tungsten directors. This deadline can be extended by the Board of Tungsten, with the consent of the Takeover Panel. The directors of Tungsten unanimously recommended the transaction. The transaction is subject to approval of court and Tungsten' shareholders at general meeting. As of March 22, 2022, deadline to announce a firm intention to make an offer or to announce that Kofax does not intend to make an offer has been extended from March 22, 2022, to March 24, 2022. As of April 21, 2022, Tungsten wishes to advise that one of the potential competing offerors has confirmed to Tungsten that it has no intention of making an offer for Tungsten and accordingly discussions with them have now terminated. In addition to Pagero Group AB, Tungsten remains in discussions with one other potential competing offeror. As per the revised terms, Tungsten Directors unanimously intend to recommend that, in the case of the Court Meeting reconvened in respect of the Revised Kofax Offer (the "Reconvened Court Meeting"), the Scheme Shareholders and, in the case of the General Meeting reconvened in respect of the Revised Kofax Offer (the "Reconvened General Meeting" and, together with the Reconvened Court Meeting, the "Reconvened Meetings"), the Tungsten Shareholders vote in favor of the resolutions relating to the Revised Kofax Offer at the Reconvened Meetings, reconvened for June 9, 2022, and Tungsten Directors have decided unanimously to withdraw their recommendation of the Pagero Offer. Kofax has received an updated irrevocable undertaking from Herald Investment and associates of Edmund Truell, co-founder of Tungsten, to support a possible cash offer for the issued and to be issued share capital of Tungsten, should a formal offer be made. As of June 15, 2022, the transaction was approved by High Court of Justice in England and Wales. The Acquisition is currently expected to complete during the second quarter of 2022. As of April25, 2022, the transaction is expected to be completed on May 27, 2022. As of June 15, 2022, the transaction is expected to be effective by June 17, 2022.

Simon Bridges and Andrew Potts of Canaccord Genuity Limited acted as financial advisors to Tungsten. Stephane Auton, Daniel Bush and Guy Wiehahn of Shore Capital Markets Limited and Arma Partners LP acted as financial advisors to Kofax, Inc. Kirkland & Ellis International LLP is acting as legal adviser to Kofax. RBG Legal Services Limited, trading as Memery Crystal, is acting as legal adviser to Tungsten.

Kofax, Inc. completed the acquisition of Tungsten Corporation plc (AIM:TUNG) from group of sellers on June 17, 2022.