RNS No 5485d
SDX BUSINESS SYSTEMS PLC
8th June 1998
PART 1
Not for release, distribution or publication in whole or in
part in or into Canada, Australia or Japan.
Lucent Technologies Inc.
Recommended Cash Offer
for
SDX Business Systems plc
The Offer
The Boards of Lucent and SDX announce the terms of a
recommended cash offer for SDX.
The Offer will be 325p in cash for each SDX share, valuing
SDX's fully diluted share capital at approximately #124
million. A Loan Note alternative will be made available.
Under the terms of the Offer, SDX shareholders will retain
the right to receive the interim dividend of 1.0p (net) per
SDX share for the financial year ending 31 October, 1998
announced today and payable on 14 August, 1998.
The Offer, together with the interim dividend referred to
above, represents a premium of approximately 10.3 per cent.
over the closing middle market price of an SDX share on 7
May, 1998, the last dealing day prior to the announcement
on 8 May, 1998 that SDX had received an approach which
might or might not develop into an offer being made for
SDX, and a premium of approximately 61.0 per cent. over
the closing middle market price of an SDX share on 2
January of this year.
Lucent has received irrevocable undertakings to accept the
Offer from the directors of SDX and their wives and certain
of their related trusts who own SDX shares representing
approximately 20.9 per cent. of the issued share capital of
SDX.
Lucent designs, builds and delivers a wide range of public
and private phone networks, communications systems and
software, business telephone systems and microelectronics
components. Bell Labs is the research and development arm
for the company.
Commenting on today's announcement, Bill O'Shea, Group
President and President of Lucent's Business
Communications Systems division, said:
"Lucent believes that the acquisition of SDX represents an
important opportunity which will benefit both SDX and
Lucent. SDX brings additional strength to Lucent in certain
key products and technologies and a valuable network of
independent resellers and distributors."
Commenting on today's announcement, Maurice Pinto,
Chairman of SDX, said:
"This is a major strategic move which we believe will
benefit our customers and our employees. At this stage in
our company's development, it represents a fair value for
our shareholders, reflecting both our company's short term
growth prospects and the costs and risks of continuing to
grow the SDX Group in the medium and long term as an
independent entity. Lucent has an outstanding reputation
and we look forward eagerly to playing a full part in the
Lucent Group's future success. The Board unanimously
recommends shareholders to accept the Offer."
This summary should be read in conjunction with the full
text of the following announcement.
Press Enquiries:
Lucent Technologies Inc. Jennifer Samuel 0171 647 8025
Marianne Carlton 0019089537520
Morgan Stanley & Co. Limited Piers de Montfort 0171 425 5007
SDX Business Systems plc Jeremy Cooke 01707 392200
Dresdner Kleinwort Benson Jonathan Roe 0171 475 5962
Financial Dynamics Giles Sanderson 0171 831 3113
The Offer will not be made, directly or indirectly, in or
into Canada, Australia or Japan and the Offer will not be
capable of acceptance from within Canada, Australia or
Japan. Accordingly, copies of this announcement are not
being, and must not be, mailed or otherwise distributed or
sent in or into or from Canada, Australia or Japan. The
Loan Notes have not been and will not be registered under
the US Securities Act of 1933, as amended, nor the
securities laws of any state of the United States. The Loan
Notes may not be offered, sold or delivered, directly or
indirectly, in or into the United States, Canada, Australia
or Japan. The availability of the Offer to SDX
shareholders who are not resident in the United Kingdom
may be affected by the laws of the relevant jurisdictions.
SDX shareholders who are not resident in the United Kingdom
should inform themselves about and observe any applicable
requirements.
Morgan Stanley & Co. Limited, which is regulated by The
Securities and Futures Authority Limited, is acting for
Lucent and for no one else in connection with the Offer and
will not be responsible to anyone other than Lucent for
providing the protections afforded to customers of Morgan
Stanley & Co. Limited, nor for giving advice in relation to
the Offer.
Kleinwort Benson Securities Limited ("Dresdner Kleinwort
Benson"), which is regulated by The Securities and Futures
Authority Limited, is acting for SDX and for no one else
in connection with the Offer and will not be responsible to
anyone other than SDX for providing the protections afforded
to customers of Dresdner Kleinwort Benson, nor for giving
advice in relation to the Offer.
Not for release, distribution or publication in whole or in
part in or into Canada, Australia or Japan.
Lucent Technologies Inc.
Recommended Cash Offer
for
SDX Business Systems plc
The Boards of Lucent and SDX announce that they have
reached agreement on the terms of a recommended cash
offer to be made by Morgan Stanley on behalf of Lucent or
one of its wholly owned subsidiaries for all the issued and
to be issued share capital of SDX, valuing SDX on a fully
diluted basis at approximately #124 million and each SDX
share at 325p.
In addition, SDX shareholders will retain the right to
receive the interim dividend of 1.0p (net) per SDX share for
the financial year ending 31 October, 1998 announced today
and payable on 14 August, 1998.
The Board of SDX, which has been so advised by Dresdner
Kleinwort Benson, its financial adviser, considers the terms
of the Offer to be fair and reasonable. In providing advice
to the Board of SDX, Dresdner Kleinwort Benson has taken
account of the SDX directors' commercial assessments and,
in particular, the Board of SDX's views about the costs and
risks of continuing to grow the SDX Group in the medium
and longer term as an independent entity. The Board of
SDX will unanimously recommend SDX shareholders to
accept the Offer as the directors of SDX and their wives and
certain of their related trusts who hold SDX shares have
irrevocably undertaken to do in respect of their holdings,
which amount to 7,424,805 SDX shares, representing
approximately 20.9 per cent. of SDX's issued share capital.
Certain terms used in this announcement are defined in
Appendix IV.
The Offer
The Offer will be made, subject to the conditions and
further terms set out below and in Appendix I, on the
following basis:
for each SDX share 325p in cash
The Offer, together with the interim dividend of 1.0p (net)
per SDX share, represents a premium of approximately 10.3
per cent. over the closing middle market price of 295.5p for
an SDX share on 7 May, 1998, the last dealing day prior to
the announcement on 8 May, 1998 that SDX had received an
approach which might or might not develop into an offer
being made for SDX, and a premium of approximately 61.0
per cent. over the closing middle market price of 202.5p for
an SDX share on 2 January of this year.
The Loan Note Alternative
SDX shareholders, other than certain overseas shareholders,
who validly accept the Offer will be able to elect to
receive Loan Notes instead of some or all of the cash to
which they would otherwise become entitled under the terms
of the Offer. The Loan Note Alternative will be available
on the following basis:
for every #1 in cash consideration #1 nominal of Loan Notes
The Loan Notes, which will be unsecured, will be issued
credited as fully paid in multiples of #1 nominal amount and
any fractional entitlements will be disregarded. The Loan
Notes will be issued by Lucent or its wholly owned
subsidiary on whose behalf the Offer is made in which case
the Loan Notes will be unconditionally guaranteed by
Lucent.
The Loan Notes will carry interest at one half of one per
cent. below LIBOR. Such interest will be payable (less any
tax required to be deducted) semi-annually in arrears on 30
June and 31 December of each year, except that the first
payment of interest on the Loan Notes will be made on 31
December, 1998, in respect of the period from the date of
issue up to 30 December, 1998 (both dates inclusive).
The Loan Notes will be transferable (subject to certain
restrictions) but no application will be made for them to be
listed or dealt in on any stock exchange.
The Loan Note Alternative will remain open for acceptance
until the first closing date of the Offer. If the Offer
becomes unconditional as to acceptances while the Loan Note
Alternative is open, the Loan Note Alternative will be
extended for at least a further 14 days but may then be
closed. The right is reserved to keep the Loan Note
Alternative open for acceptance after a date on which it may
be closed. The Loan Note Alternative is conditional upon
the Offer becoming or being declared unconditional in all
respects.
If valid elections for the Loan Note Alternative would not
result in the issue of at least #1 million in nominal value
of Loan Notes, no Loan Notes will be issued unless the Board
of the Offeror otherwise determines.
The Loan Notes have not been and will not be registered
under the US Securities Act of 1933, as amended, nor the
securities laws of any state of the United States. The Loan
Notes may not be offered, sold or delivered, directly or
indirectly, in or into the United States, Canada, Australia
or Japan. The availability of the Loan Note Alternative to
SDX shareholders who are not resident in the United Kingdom
may be affected by the laws of the relevant jurisdictions.
SDX shareholders who are not resident in the United Kingdom
should inform themselves about and observe any applicable
requirements.
Further particulars of the Loan Notes are set out in
Appendix II.
Further Terms and Conditions of the Offer
SDX shares will be acquired fully paid and free from all
liens, equities, charges, encumbrances and any other third
party rights of any nature whatsoever and together with all
rights now or hereafter attaching thereto, including the
right to receive and retain all dividends and other
distributions declared, made or payable hereafter, except
for the interim dividend of 1.0p (net) per SDX share for
the financial year ending 31 October, 1998 announced today
and payable on 14 August, 1998. Acceptance of the Offer
will not prevent SDX shareholders from receiving and
retaining this dividend.
The conditions and certain further terms of the Offer are
set out in Appendix I. Financial and other information on
the Offer is set out in Appendix III.
Information on Lucent
Lucent was formed from the systems and technology units
that were formerly part of AT&T Corp., including the
research and development capabilities of Bell Laboratories.
In April 1996, Lucent completed an initial public offering
on the NYSE and, on 30 September, 1996, became an
independent company when AT&T distributed all of its
remaining Lucent shares to its shareholders.
Lucent designs, builds and delivers a wide range of public
and private phone networks, communications systems and
software, business telephone systems and microelectronics
components. Bell Labs is the research and development arm
for the company.
For the financial year ended 30 September, 1997, Lucent
reported net income of $541 million (1996: loss $793
million) on sales of $26,360 million (1996: $23,286
million). As at 30 September, 1997, Lucent reported net
assets of $3,387 million (1996: $2,686 million).
For the 6 months ended 31 March, 1998, Lucent reported net
income of $815 million (1997: $925 million) on sales of
$14,881 million (1997: $13,087 million). As at 31 March,
1998, Lucent reported net assets of $5,036 million (30
September, 1997: $3,387 million).
Lucent currently has a market capitalisation of
approximately $95.8 billion.
Information on SDX
SDX is an established, high growth technology company
focused on the design, development and distribution of
business telephone systems, with expertise in supplying and
supporting a network of independent resellers and
distributors. The SDX Group is a recognised leader in the
UK in the converging market-place of voice, data and
computer telephony integration (CTI) solutions.
The SDX Group's principal products are voice and data
switching systems and technologies, which include the
INDeX switching platform and the Network Alchemy
router-based PBX-Argent Office. The SDX Group sub-
contracts its manufacturing and its products are sold in the
UK via appointed resellers and by distributors overseas.
For the financial year ended 31 October, 1997, SDX
reported audited consolidated profit on ordinary activities
before taxation of #4.4 million (1996: #3.2 million) on
turnover of #45.3 million (1996: #33.2 million). As at 31
October, 1997, SDX reported audited net assets of #12.0
million (1996: #4.5 million).
For the six months ended 30 April, 1998, SDX reported an
unaudited profit on ordinary activities before taxation of
#2.9 million (1997: #1.9 million) on turnover of #28.5
million (1997: #20.7 million). As at 30 April, 1998, SDX
reported unaudited net assets of #13.6 million (1997: #11.0
million).
Background to and Reasons for the Offer
The Board of Lucent believes that the acquisition of SDX
represents an important opportunity which will benefit both
SDX and Lucent.
SDX brings additional strength to Lucent in certain key
products and technologies, provides a platform for
expansion into Europe for Lucent's voice call centre and
data communications products and will expand Lucent's
capabilities in the UK. SDX's business has grown rapidly
both in the UK, and, increasingly, in the fast growing
European markets, as a supplier of an integrated voice-data
switch called hybrid PBX. Additionally, SDX's independent
channel expertise will be valuable in Lucent's drive to
expand its business through independent channels.
Management and Employees
Lucent attaches great importance to the skills and
experience of the existing management and employees of SDX
and believes that they will benefit from greater
opportunities within the enlarged group. Lucent has given
assurances to the Board of SDX that the existing rights of
employees of the SDX Group, including pension rights, will
be fully safeguarded.
SDX Share Option Schemes
The Offer will extend to any SDX shares issued on the
exercise of options granted under the SDX Share Option
Schemes before the time at which the Offer closes. To the
extent that such options are not exercised, and if the Offer
becomes or is declared unconditional in all respects, Lucent
has agreed that it will offer holders of options under the
SDX Share Option Schemes a payment equal to the
difference between 325p and the exercise price payable
under such options in respect of each SDX share the subject
of such options in exchange for the cancellation of the
options. Further information about the choices available to
holders of options will be sent to them in due course.
General
To the best of Lucent's knowledge and belief, and save as
disclosed herein, neither Lucent nor any director of Lucent,
nor any person acting in concert with Lucent, owns or
controls any SDX shares or any options to purchase any
SDX shares.
The consideration payable under the Offer is to be financed
from Lucent's own resources.
Offer Document
Morgan Stanley, which is acting as financial adviser to
Lucent, will dispatch the formal Offer Document to SDX
shareholders as soon as practicable.
Appendix IV contains a list of definitions of the terms used
in this announcement.
Press Enquiries:
Lucent Technologies Inc. Jennifer Samuel 0171 647 8025
Marianne Carlton 0019089537520
Morgan Stanley & Co. Limited Piers de Montfort 0171 425 5007
SDX Business Systems plc Jeremy Cooke 01707 392200
Dresdner Kleinwort Benson Jonathan Roe 0171 475 5962
Financial Dynamics Giles Sanderson 0171 831 3113
Morgan Stanley & Co. Limited, which is regulated by The
Securities and Futures Authority Limited, is acting for
Lucent and for no one else in connection with the Offer and
will not be responsible to anyone other than Lucent for
providing the protections afforded to customers of Morgan
Stanley & Co. Limited, nor for giving advice in relation to
the Offer.
Kleinwort Benson Securities Limited ("Dresdner Kleinwort
Benson"), which is regulated by The Securities and Futures
Authority Limited, is acting for SDX and for no one else in
connection with the Offer and will not be responsible to
anyone other than SDX for providing the protections afforded
to customers of Dresdner Kleinwort Benson, nor for giving
advice in relation to the Offer.
The Offer will not be made, directly or indirectly, in or
into Canada, Australia or Japan and the Offer will not be
capable of acceptance from within Canada, Australia or
Japan. Accordingly, copies of this announcement are not
being, and must not be, mailed or otherwise distributed or
sent in or into or from Canada, Australia or Japan. The
Loan Notes have not been and will not be registered under
the US Securities Act of 1933, as amended, nor the
securities laws of any state of the United States. The Loan
Notes may not be offered, sold or delivered, directly or
indirectly, in or into the United States, Canada, Australia
or Japan. The availability of the Offer to SDX shareholders
who are not resident in the United Kingdom may be affected
by the laws of the relevant jurisdictions. SDX shareholders
who are not resident in the United Kingdom should inform
themselves about and observe any applicable requirements.
APPENDIX I
Conditions and Certain Further Terms of the Offer
The Offer will be subject to the following conditions:
(a) valid acceptances being received (and not, where
permitted, withdrawn) by not later than 3.00pm on
the first closing date of the Offer (or such later
time(s) and/or date(s) as the Offeror may, with the
consent of the Panel or subject to the rules of the
Code, decide) in respect of not less than 90 per
cent. (or such lesser percentage as the Offeror may
decide) in nominal value of SDX shares to which the
Offer relates, provided that this condition will not
be satisfied unless the Offeror (together with any
other member of the Lucent Group) shall have
acquired or agreed (unconditionally or subject only
to conditions which will be fulfilled upon the Offer
becoming or being declared unconditional in all
respects) to acquire (pursuant to the Offer or
otherwise) SDX shares carrying in aggregate more
than 50 per cent. of the voting rights then
normally exercisable at a general meeting of SDX
including for this purpose, to the extent (if any)
required by the Panel, any votes attributable to or
attaching to any SDX shares which have been
unconditionally allotted or issued before the date
on which the Offer becomes or is declared
unconditional as to acceptances, whether pursuant
to the exercise of conversion or subscription
rights or otherwise and for this purpose:
(i) the expression "SDX shares to which
the Offer relates" shall be construed in
accordance with Sections 428 to 430 (F) of
the Companies Act; and
(ii) SDX shares which have been unconditionally
allotted but not issued shall be deemed to
carry the voting rights they will carry
upon their being entered in the register of
members of SDX;
(b) the Office of Fair Trading indicating, in terms
satisfactory to the Offeror, that it is not the
intention of the Secretary of State for Trade and
Industry to refer the proposed acquisition of SDX
by the Offeror or any matter arising therefrom to
the Monopolies and Mergers Commission;
(c) all necessary filings having been made, all
appropriate waiting periods (including any
extension(s) thereof) under any applicable
legislation or regulations of any jurisdiction
having expired, lapsed or been terminated and no
notice of any intention to revoke any of the same
having been received, in each case in respect of
the Offer or the acquisition of any SDX shares,
or of control of SDX, by any member of the Wider
Lucent Group and all necessary statutory or
regulatory obligations in any jurisdiction having
been complied with;
(d) no government or governmental, quasi-governmental,
supranational, statutory, regulatory or
investigative body, court, trade agency,
professional association or any other person or
body in any jurisdiction (each a "Relevant
Authority") having instituted, implemented or
threatened, or having decided to institute,
implement or threaten, any action, proceeding, suit,
investigation, enquiry or reference, or having made,
proposed or enacted any statute, regulation or order
or taken any other steps, and there not continuing
to be outstanding any statute, regulation or order
thereof, which would or might reasonably be
expected to:
(i) make the Offer or its implementation, or
the proposed acquisition by the Offeror of
any or all of the SDX shares, or the
proposed acquisition of control of SDX by
the Lucent Group void, illegal or
unenforceable or materially directly or
indirectly restrict, restrain, prohibit
or otherwise interfere with the
implementation of, or impose additional
conditions or obligations with respect to,
or otherwise materially challenge or
interfere with the Offer or the acquisition
of all or any of the SDX shares or control
of SDX by the Lucent Group;
(ii) require or prevent the divestiture by any
member of the Wider SDX Group or by any
member of the Wider Lucent Group of all or
a material portion of their respective
businesses, assets or properties or impose
any material limitation on the ability of
any of them to conduct their businesses or
own their respective assets or properties
or any material part of them;
(iii) impose any material limitation on, or
result in a material delay in, the ability
of any member of the Wider Lucent Group to
acquire, directly or indirectly, or to hold
or to exercise effectively any rights of
ownership in respect of the SDX shares or
other securities (or the equivalent) in any
member of the Wider Lucent Group or of the
Wider SDX Group or to exercise management
control over any such member in a manner
which is material in the context of the
Wider Lucent Group or the Wider SDX Group,
respectively, taken as a whole;
(iv) save pursuant to the Offer or Part XIIIA of
the Companies Act, require any member of the
Wider Lucent Group or the Wider SDX Group to
offer to acquire any shares in any member of
the Wider SDX Group owned by any third party
in a manner which is material in the context
of the Wider Lucent Group or the Wider SDX
Group, respectively, taken as a whole; or
(v) otherwise adversely affect the business,
profits or prospects of any member of the
Wider Lucent Group or of the Wider SDX Group
in each case as would be material in the
context of the relevant group taken as a
whole; and
all regulatory and statutory obligations having been
complied with and all applicable waiting and other
time periods during which any such Relevant
Authority could decide to take, institute, implement
or threaten any such action, proceeding, suit,
investigation, enquiry or reference under the laws
of any jurisdiction having expired, lapsed or been
terminated;
(e) all authorisations, orders, recognitions, grants,
consents, licences, confirmations, clearances,
permissions and approvals ("Authorisations")
necessary or appropriate for, or in respect of, the
Offer or the proposed acquisition of any securities
in, or control of, SDX, by any member of the Wider
Lucent Group or to carry on the business of any
member of the SDX Group which is material in the
context of the Wider SDX Group taken as a whole,
having been obtained, in terms and in a form
reasonably satisfactory to Lucent, from all
appropriate Relevant Authorities and from persons
or bodies with whom any member of the Wider SDX
Group has entered into contractual arrangements and
all such Authorisations remaining in full force and
effect and there being no notice or intimation of
any intention to revoke or not to renew any of the
same (in each case where the absence of
Authorisation would have a material adverse effect
on the Wider SDX Group taken as a whole);
(f) there being no provision of any arrangement,
agreement, lease, licence, permit or other
instrument to which any member of the Wider SDX
Group is a party or by or to which any such member
or any of its assets is or are bound, entitled or
subject and which could, in consequence of the Offer
or the proposed acquisition of any SDX shares by
the Offeror, or because of a change in the control
or management of SDX, result in:
(i) any monies borrowed by, or other
indebtedness actual or contingent of, any
such member being or becoming repayable or
capable of being declared repayable
immediately or prior to their stated
maturity or the ability of such member to
incur any indebtedness being withdrawn or
prohibited or being capable of being
withdrawn or prohibited;
(ii) the creation or enforcement of any
mortgage, charge or other security interest
over the whole or any part of the business,
property or assets of any such member;
(iii) any such arrangement, agreement, lease,
licence, permit or instrument being or
becoming capable of being terminated or
adversely modified or affected or any action
being taken of an adverse nature or any
obligation or liability arising thereunder;
(iv) any assets or interests of any such member
being disposed of or charged or any right
arising under which any such asset or
interest could be required to be disposed of
or charged, other than in the ordinary
course of business;
(v) the interests or business of any such member
in or with any firm or body or person, or
any arrangements relating to such interests
or business, being terminated or adversely
modified or adversely affected;
(vi) the respective financial or trading
position, profits or prospects of any such
member being prejudiced or adversely
affected; or
(vii) any such member ceasing to be able to
carry on business under any name under
which it at present does so
(in any such case to an extent which is material in
the context of the Wider SDX Group or the Wider
Lucent Group, respectively, taken as a whole) and
no event having occurred which, under any provision
of any agreement, arrangement, licence, permit or
other instrument to which any member of the Wider
SDX Group is a party or by or to which any such
member or any of its assets is bound, entitled or
subject, is likely to result in any of the events or
circumstances as are referred to in sub-paragraphs
(i) to (vii) of this paragraph (f) (in any such case
to an extent which is material in the context of the
Wider SDX Group, taken as a whole);
(g) no member of the Wider SDX Group having, since 31
October, 1997 (or, in the case of any company which
has since that date become a member of the Wider
SDX Group, since the date it became such a member):
(i) issued or authorised or proposed or
announced its intention to authorise or
propose the issue of additional shares of
any class, or securities convertible into,
or rights, warrants or options to subscribe
for or acquire, any such shares or
convertible securities (save as between SDX
and wholly-owned subsidiaries of SDX and
save for options granted, and for any SDX
shares allotted upon exercise of options
granted, under the SDX Share Option
Schemes);
(ii) save for the interim dividend of 1.0 p
(net) per SDX share in respect of the
financial year ending 31 October, 1998,
recommended, declared, paid or made or
proposed to recommend, declare, pay or make
any bonus in respect of shares, dividends
or other distribution whether payable in
cash or otherwise other than to SDX or
wholly-owned subsidiaries of SDX;
(iii) (save for transactions solely with
wholly-owned subsidiaries of SDX), merged
with any body corporate or (other than in
the ordinary course of business)
authorised, proposed or announced an
intention to authorise or propose any merger
or acquisition, demerger, disposal or
transfer, or granted or created any
mortgage, charge, security or other
encumbrance over assets (including shares
and trade investments) or over any right,
title or interest in any asset which is
material in the context of the Wider SDX
Group taken as a whole;
(iv) authorised, proposed or announced its
intention to authorise or propose any change
to its share or loan capital (save for any
SDX shares allotted upon the exercise of
options granted under the SDX Share Option
Schemes);
(v) issued or proposed the issue of any
debentures or (save in the ordinary course
of business) incurred any indebtedness or
contingent liability which is material in
the context of the Wider SDX Group taken as
a whole;
(vi) entered into any arrangement, agreement,
transaction or commitment which is material
in the context of the Wider SDX Group taken
as a whole (whether in respect of capital
expenditure, trading obligations or
otherwise) or which is other than in the
ordinary course of business or which would
be restrictive on the business of any
member of the Wider SDX Group in any way
which is material in the context of the
Wider SDX Group taken as a whole;
(vii) entered into or varied the terms of, or
made any offer (which remains open for
acceptance) to enter into or vary the terms
of, any service agreement or agreement for
services with any director of SDX;
(viii)announced a proposal to purchase, redeem
or repay, or purchased, redeemed or repaid,
any of its own shares or other securities;
(ix) proposed any voluntary winding-up;
(x) implemented, authorised, proposed or
announced its intention to implement,
authorise or propose any reconstruction,
amalgamation, scheme, commitment or other
transaction or arrangement otherwise than
in the ordinary course of business;
(xi) waived or compromised any claim which is
material in the context of the Wider SDX
Group taken as a whole;
(xii) terminated or varied the terms of any
agreement or arrangement between any member
of the Wider SDX Group and any other person
in a manner which would or might reasonably
be expected to have a material adverse
effect on the financial position or
prospects of the Wider SDX Group taken as a
whole;
(xiii) taken any corporate action with a view to
or resulting in its winding-up, dissolution
or reorganisation or the appointment of a
receiver, administrative receiver,
administrator, trustee or similar officer
of all or any of its assets or revenues or
any analogous proceedings in any
jurisdiction or had any such person
appointed; or
(xiv) entered into or made an offer (which
remains open for acceptance) to enter into
any arrangement, agreement or commitment or
passed any resolution with respect to any of
the transactions or events referred to in
this paragraph (g);
(h) since 31 October, 1997:
(i) there having been no material adverse change
in the business, financial or trading
position or profits or prospects of the
Wider SDX Group taken as a whole;
(ii) no litigation, arbitration proceedings,
prosecution or other legal proceedings
having been threatened, announced, intimated
or instituted by or remaining outstanding
against any member of the Wider SDX Group
(whether as plaintiff or defendant or
otherwise) and no investigation by a
Relevant Authority against or in respect of
any member of the Wider SDX Group having
been instituted, threatened or announced by
or against or remaining outstanding in
respect of any member of the Wider SDX
Group which in any such case might
reasonably be expected to have a materially
adverse effect on the Wider SDX Group taken
as a whole; or
(iii) no contingent or other liability having
arisen which is likely to have a materially
adverse effect on the Wider SDX Group taken
as a whole;
(i) Lucent or the Offeror not having discovered that:
(i) the financial or business information
concerning the Wider SDX Group as contained
in the information disclosed at any time by
or on behalf of any member of the Wider SDX
Group either contains a misrepresentation of
any fact which is material in the context of
the Offer or omits to state a fact necessary
to make the information contained therein
not misleading to an extent which is
material;
(ii) any past or present member of the Wider SDX
Group has not complied with all applicable
laws, statutes, ordinances and regulations
of any jurisdiction and other requirements
of any Relevant Authority with regard to
environmental matters or that there has
been a disposal discharge, spillage,
storage, treatment, transport, leak or
emission of waste or hazardous substance or
any substance or matter which may cause
harm to the environment or human health (a
"Discharge"), which non-compliance or
Discharge would or might give rise to any
liability (whether actual or contingent)
which is material in the context of the
Wider SDX Group taken as a whole;
(iii) there is, or is likely to be, any liability
(whether actual or contingent) to make good,
repair, reinstate or clean up any property
now or previously owned, occupied or made
use of by any past or present member of the
Wider SDX Group or any controlled waters
under any environmental legislation,
regulation, notice, circular or order of
any Relevant Authority or otherwise in any
jurisdiction which is material in the
context of the Wider SDX Group taken as a
whole; or
(iv) any member of the Wider SDX Group was at
the relevant date subject to any liability,
contingent or otherwise, which was not
disclosed in the annual report and accounts
of SDX for the financial year ended 31
October, 1997 or the interim report for the
six months ended 30 April, 1998 and which
is material in the context of the Wider
SDX Group taken as a whole.
None of the conditions will be deemed to be unfulfilled as a
consequence of any matter the subject of written disclosure
made to Lucent by or on behalf of SDX prior to 5.00pm on 7
June, 1998 or which has been publicly disclosed by SDX by
such date and time.
The Offeror reserves the right to waive, in whole or in
part, all or any of conditions (b) to (i) inclusive.
Conditions (b) to (i) both inclusive must be satisfied as
at, or waived on or before, midnight on the 21st day after
the later of the first closing date of the Offer and the
date on which condition (a) is satisfied (or in each case
such later date as the Panel may agree), or the Offer will
lapse. The Offeror shall be under no obligation to waive
or treat as satisfied any of conditions (b) to (i) both
inclusive by a date earlier than the latest date specified
above for the satisfaction thereof notwithstanding that the
other conditions of the Offer may, at such earlier date,
have been waived or satisfied and that there are at such
earlier date no circumstances indicating that the relevant
condition may not be capable of satisfaction.
If the Offeror is required by the Panel to make an offer for
SDX shares under the provisions of Rule 9 of the City Code,
the Offeror may make such alterations to the above
conditions, including condition (a) above, as are necessary
to comply with the provisions of that Rule.
The Offer will lapse if the proposed acquisition of SDX is
referred to the Monopolies and Mergers Commission before
3.00pm on the first closing date of the Offer or on the date
on which the Offer becomes or is declared unconditional as
to acceptances, whichever is the later. If the Offer so
lapses, the Offer will cease to be capable of further
acceptance and accepting SDX shareholders and the Offeror
will cease to be bound by any Forms of Acceptance submitted
before the time when the Offer lapses.
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