TIDM0QSD TIDMCSRT
RNS Number : 7911Z
Recipharm AB
14 January 2020
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD
CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT
JURISDICTION
FOR IMMEDIATE RELEASE
14 January 2020
Recommended Cash Offer
for
Consort Medical plc
by
Recipharm Holdings Limited
a directly wholly-owned subsidiary of Recipharm AB
Offer Update - German Competition Clearance
Introduction
On 6 December 2019, Recipharm published an offer document (the
"Offer Document") setting out the full terms and conditions of its
recommended cash offer to acquire the entire issued and to be
issued share capital of Consort.
German Competition Clearance
The Offer remained subject to the condition set out in paragraph
(b) of Part A of Appendix I of the Offer Document, which stated
that the Offer was conditional on the prohibition on closing
contained in s.41(1) sentence 1 of the German Act against
Restraints and Competition ("ARC") being lifted as a result of the
German Federal Cartel Office:
(i) having notified in writing the parties notifying the
Acquisition that it will not prohibit the Acquisition (either
unconditionally or subject to the fulfilment of certain conditions,
limitations or obligations (Auflagen oder Bedingungen)); or
(ii) having failed to inform the parties notifying the
Acquisition within one month of receipt of a complete notification
(s.40(1) sentence 1 ARC) that it has initiated an in depth
investigation of the Acquisition under s.40(2) ARC; or
(iii) having failed to issue an order pursuant to s.40(2)
sentence 1 ARC within the time periods required pursuant to s.40(2)
ARC.
Recipharm is pleased to announce that it has today received
written notice from the German Federal Cartel Office that it will
not prohibit the Acquisition, such that the condition set out in
paragraph (b) of Part A of Appendix I of the Offer Document has
been satisfied.
Completion of the Offer remains subject to other outstanding
conditions, such as the Irish antitrust condition set out in
paragraph (c) and the acceptance condition set out in paragraph
(a), as set out in Part A of Appendix I of the Offer Document.
The Offer remains open for acceptance until 1.00 pm (London
Time) on 23 January 2020. Consort Shareholders who have not yet
accepted the Offer and who wish to do so should take action to
accept the Offer as soon as possible in accordance with the
instructions set out in the Offer Document by 1.00 pm (London Time)
on 23 January 2020.
Further announcements will be made as necessary in due
course.
Unless otherwise stated, the terms used in this announcement
have the same meanings as given to them in the Offer Document.
Further information
This announcement is for information purposes only and is not
intended to and does not constitute or form part of, any offer,
invitation or the solicitation of an offer to purchase, otherwise
acquire, subscribe for, sell or otherwise dispose of any
securities, or the solicitation of any vote or approval in any
jurisdiction, pursuant to the Offer or otherwise nor shall there be
any sale, issuance or transfer of securities of Consort in any
jurisdiction in contravention of applicable law.
The Offer is being implemented solely by means of the Offer
Document and, in respect of Consort Shares held in certificated
form, the Form of Acceptance accompanying the Offer Document, which
contains the full terms and conditions of the Offer including
details of how to accept the Offer. Any approval, acceptance,
decision or other response to the Offer should be made only on the
basis of information in the Offer Document, and in respect of
Consort Shares held in certificated form, the Form of Acceptance.
Consort Shareholders are strongly advised to read the formal
documentation in relation to the Offer and each Consort Shareholder
is urged to consult its independent professional adviser
immediately regarding the tax consequences to it (or its beneficial
owners) of the Offer.
Overseas Shareholders
This announcement has been prepared in accordance with English
law, the Takeover Code, the Market Abuse Regulation and the
Disclosure Guidance and Transparency Rules and information
disclosed may not be the same as that which would have been
prepared in accordance with the laws of jurisdictions outside
England. 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 there shall be no implication
that there has been no change in the facts set forth in this
announcement since such date.
The Offer is subject to the applicable rules and regulations of
the FCA, the London Stock Exchange and the Takeover Code.
The release, publication or distribution of this announcement in
jurisdictions other than the United Kingdom and the availability of
the Offer to Consort Shareholders who are not resident in the
United Kingdom may be affected by the laws of relevant
jurisdictions. Therefore any persons who are subject to the laws of
any jurisdiction other than the United Kingdom or Consort
Shareholders who are not resident in the United Kingdom will need
to inform themselves about, and observe, any applicable legal or
regulatory requirements. Any failure to comply with such
requirements may constitute a violation of the securities laws of
any such jurisdiction. To the fullest extent permitted by
applicable law, the companies and persons involved in the Offer
disclaim any responsibility or liability for the violation of such
restriction by any person.
Unless otherwise determined by Consort or required by the
Takeover Code and permitted by applicable law and regulation, the
Offer is not being, and will not be, made available, directly or
indirectly, in or into or by the use of the mails of, or by any
other means or instrumentality (including, without limitation, by
mail, telephonically or electronically by way of internet,
facsimile, telex or otherwise) of interstate or foreign commerce
of, or any facilities of a national state or other securities
exchange of any Restricted Jurisdiction, and the Offer will not be
capable of acceptance by any such use, means, instrumentality or
otherwise or from within any Restricted Jurisdiction.
Accordingly, unless otherwise determined by Recipharm or
required by the Takeover Code and permitted by applicable law and
regulation, copies of this announcement and formal documents
relating to the Offer will not be, and must not be, directly or
indirectly, mailed, transmitted or otherwise forwarded, distributed
or sent in, into or from any Restricted Jurisdiction and persons
receiving this announcement (including, without limitation, agents,
custodians, nominees and trustees) must not, directly or
indirectly, mail or otherwise forward, distribute or send it in,
into or from such jurisdiction. Any person (including, without
limitation, any agent, custodian, nominee and trustee) who would,
or otherwise intends to, or who may have a contractual or legal
obligation to, forward this announcement and/or any other related
document to any jurisdiction outside the United Kingdom should
inform themselves of, and observe, any applicable legal or
regulatory requirements of their jurisdiction.
Notice to US holders of Consort Shares
The Offer relates to shares of a UK company and is being
effected by means of a contractual takeover offer under the
Takeover Code and under the laws of England and Wales. The Offer
will be made in the United States pursuant to all applicable laws
and regulations, including, to the extent applicable, Section 14(e)
and Regulation 14E under the US Exchange Act of 1934 (the "US
Exchange Act") and otherwise in accordance with the requirements of
the Takeover Code. Accordingly, the Offer will be subject to
disclosure and other procedural requirements, including with
respect to withdrawal rights, offer timetable, settlement
procedures and timing of payments that are different from those
applicable under US domestic tender offer procedures and law. The
Offer is being made in the United States by Recipharm and no one
else.
Furthermore, the payment and settlement procedure with respect
to the Offer will comply with the relevant United Kingdom rules,
which differ from US payment and settlement procedures,
particularly with regard to the date of payment of
consideration.
In accordance with, and to the extent permitted by, the Takeover
Code and normal UK market practice, Lazard & Co., Limited, Peel
Hunt LLP and their respective affiliates may continue to act as
exempt fund managers, exempt principal traders or exempt market
makers in relation to Consort Shares on the London Stock Exchange
and will engage in certain other purchasing activities consistent
with their respective normal and usual practice and applicable law,
as permitted by Rule 14e-5(b)(9) under the US Exchange Act. In
addition, in compliance with the Takeover Code and to the extent
permitted under Rule 14e-5(b) under the US Exchange Act, Recipharm,
certain affiliated companies or their respective nominees, or
brokers (acting as agents) may from time to time make certain
purchases of, or arrangements to purchase, Consort securities other
than pursuant to any such Offer, either in the open market at
prevailing prices or through privately negotiated purchases at
negotiated prices outside the United States before or during the
period in which the Offer remains open for acceptance (or, if the
Acquisition is implemented by way of a scheme, until the date on
which the scheme becomes effective, lapses or is otherwise
withdrawn). To the extent required by Rule 14e 5(b)(12), such
purchases, or arrangements to purchase, must comply with English
law, the Takeover Code and the Listing Rules. Any information about
such purchases will be disclosed to the Takeover Panel and, to the
extent that such information is required to be publicly disclosed
in the United Kingdom in accordance with applicable regulatory
requirements, will
be made available to all investors (including US investors) via
the Regulatory Information Service on the London Stock Exchanges
website, www.londonstockexchange.com.
Financial information included in the Offer Document has been or
will be prepared in accordance with accounting standards applicable
in the United Kingdom and 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 United States.
Neither the United States Securities and Exchange Commission nor
any United States state securities commission has approved or
disapproved of the Offer, or passed comment upon the adequacy or
completeness of this announcement or the Offer Document. Any
representation to the contrary is a criminal offence in the United
States.
The receipt of cash pursuant to the Offer by a US holder as
consideration for the transfer of its Consort Shares pursuant to
the Offer will likely be a taxable transaction for United States
federal income tax purposes and under applicable United States
state and local, as well as foreign and other, tax laws. Each
Consort Shareholder is urged to consult his or her independent
professional adviser immediately regarding the tax consequences of
the Offer applicable to him or her.
It may be difficult for US holders of Consort securities to
enforce their rights and any claim arising out of the US federal
securities laws, since Recipharm and Consort are located outside of
the United States, and some or all of their officers and directors
may be resident outside of the United States. US holders of Consort
securities may not be able to sue a foreign company or its officers
or directors in a foreign court for violations of the US securities
laws. Further, it may be difficult to compel a foreign company and
its affiliates to subject themselves to a US court's judgment.
There is substantial doubt as to the enforceability in the United
Kingdom of original actions, or of actions for enforcement of
judgments of US courts, based on civil liability provisions of US
federal securities laws and judgment of a US court.
No offer to acquire securities or to exchange securities for
other securities has been made, or will be made, directly or
indirectly, in or into, or by the use of the mails of, or by any
means or instrumentality of interstate or foreign commerce or any
facilities of a national securities exchange of, the United States
or any other country in which such offer may not be made other
than: (i) in accordance with the tender offer requirements under
the US Exchange Act, or the securities laws of such other country,
as the case may be: or (ii) pursuant to an available exemption from
such requirements.
Disclosure requirements of the Takeover Code
Under Rule 8.3(a) of the Takeover Code, any person who is
interested in 1 per cent. or more of any class of relevant
securities of an offeree company or of any securities exchange
offeror (being any offeror other than an offeror in respect of
which it has been announced that its offer is, or is likely to be,
solely in cash) must make an Opening Position Disclosure following
the commencement of the Offer Period and, if later, following the
announcement in which any securities exchange offeror is first
identified. An Opening Position Disclosure must contain details of
the person's interests and short positions in, and rights to
subscribe for, any relevant securities of each of (i) the offeree
company and (ii) any securities exchange offeror(s). An Opening
Position Disclosure by a person to whom Rule 8.3(a) applies must be
made by no later than 3.30 pm on the 10th Business Day following
the commencement of the Offer Period and, if appropriate, by no
later than 3.30 pm on the 10th Business Day following the
announcement in which any securities exchange offeror is first
identified. Relevant persons who deal in the relevant securities of
the offeree company or of a securities exchange offeror prior to
the deadline for making an Opening Position Disclosure must instead
make a Dealing Disclosure.
Under Rule 8.3(b) of the Takeover Code, any person who is, or
becomes, interested in 1 per cent. or more of any class of relevant
securities of the offeree company or of any securities exchange
offeror must make a Dealing Disclosure if the person deals in any
relevant securities of the offeree company or of any securities
exchange offeror. A Dealing Disclosure must contain details of the
dealing concerned and of the person's interests and short positions
in, and rights to subscribe for, any relevant securities of each of
(i) the offeree company and (ii) any securities exchange
offeror(s), save to the extent that these details have previously
been disclosed under Rule 8. A Dealing Disclosure by a person to
whom Rule 8.3(b) applies must be made by no later than 3.30 pm on
the Business Day following the date of the relevant dealing.
If two or more persons act together pursuant to an agreement or
understanding, whether formal or informal, to acquire or control an
interest in relevant securities of an offeree company or a
securities exchange offeror, they will be deemed to be a single
person for the purpose of Rule 8.3.
Opening Position Disclosures must also be made by the offeree
company and by any offeror and Dealing Disclosures must also be
made by the offeree company, by any offeror and by any persons
acting in concert with any of them (see Rules 8.1, 8.2 and
8.4).
Details of the offeree and offeror companies in respect of whose
relevant securities Opening Position Disclosures and Dealing
Disclosures must be made can be found in the Disclosure Table on
the Takeover Panel's website at www.thetakeoverpanel.org.uk,
including details of the number of relevant securities in issue,
when the Offer Period commenced and when any offeror was first
identified. You should contact the Takeover Panel's Market
Surveillance Unit on +44 (0)20 7638 0129 if you are in any doubt as
to whether you are required to make an Opening Position Disclosure
or a Dealing Disclosure.
Publication on Website
A copy of this announcement and the documents required to be
published by Rule 26 of the Takeover Code will be available,
subject to certain restrictions relating to persons resident in
Restricted Jurisdictions, on Recipharm's website at
www.recipharm.com/investor-relations and Consort's website at
(www.consortmedical.com/investor-centre/) by no later than 12 noon
(London time) on the Business Day following this announcement. For
the avoidance of doubt, the content of the websites referred to in
this announcement is not incorporated into and does not for part of
this announcement.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
OUPEZLFFBFLZBBX
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