TIDMBTG
RNS Number : 2221J
BTG PLC
15 August 2019
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
FOR IMMEDIATE RELEASE
15 August 2019
RECOMMED CASH OFFER
for
BTG PLC
(BTG)
by
BRAVO BIDCO LIMITED
(Bidco)
a newly incorporated indirect wholly-owned subsidiary of Boston
Scientific Corporation (Boston Scientific)
intended to be effected by means of a scheme of arrangement
under Part 26 of the Companies Act
Court sanction of the Scheme
On 20 November 2018, the Boards of Boston Scientific, Bidco and
BTG announced that they had reached agreement on the terms of a
recommended cash offer by Bidco for the acquisition of the entire
issued and to be issued ordinary share capital of BTG (the
Acquisition). As outlined in that announcement, the Acquisition is
to be effected by means of a scheme of arrangement under part 26 of
the Companies Act (the Scheme). On 28 February 2019, the Scheme was
approved by the Scheme Shareholders at the Court Meeting.
Boston Scientific, Bidco and BTG are pleased to announce that
the High Court of Justice in England and Wales has today made an
order sanctioning the Scheme under section 899 of the Companies Act
2006.
Except as otherwise defined herein, capitalised terms used but
not defined in this announcement have the same meanings as given to
them in the scheme document dated 24 January 2019 (the Scheme
Document).
Next steps
BTG confirms that the Scheme Record Time for the Scheme will be
6.00 p.m. (London time) on 16 August 2019. BTG Shareholders on
BTG's register of members at the Scheme Record Time will, upon the
Scheme becoming Effective, be entitled to receive 840 pence in cash
for each BTG Share.
A request has been made for the suspension of the listing of BTG
Shares on the premium listing segment of the Official List and the
admission to trading of BTG Shares on the London Stock Exchange's
Main Market, with effect from 7.30 a.m. (London time) on 19 August
2019. The last day of dealing in BTG Shares will therefore be 16
August 2019, and once suspended, it is not expected that trading in
BTG Shares will recommence.
It is expected that the Scheme will become Effective on 19
August 2019 and that the listing of the BTG Shares on the premium
listing segment of the Official List and the trading of BTG Shares
on the London Stock Exchange's Main Market will each be cancelled
with effect from 8.00 a.m. (London time) on 20 August 2019.
A further announcement will be made when the Scheme has become
Effective and when the admission to listing and admission to
trading of BTG Shares have been cancelled.
If any of the expected times and/or dates above change, the
revised times and/or dates will be notified to BTG Shareholders by
announcement through a Regulatory Information Service. Such
announcement will, subject to certain restrictions relating to
persons in Restricted Jurisdictions, also be available on BTG's
website at www.btgplc.com.
Enquiries:
BTG
Andy Burrows (Vice President, Corporate & Investor Relations) +44 20 7575 1741
Goldman Sachs International (joint financial adviser to BTG)
Anthony Gutman
Nimesh Khiroya
Søren Moller-Rasmussen +44 20 7774 1000
J.P. Morgan Cazenove (joint financial adviser
and joint corporate broker to BTG)
James Mitford
Dwayne Lysaght
Alex Bruce +44 20 7742 4000
Rothschild & Co (joint financial adviser to BTG)
Richard Murley
Dominic Hollamby
Julian Hudson +44 20 7280 5000
Deutsche Bank AG (joint corporate broker to BTG)
Neil Collingridge
Anna Mills +44 20 7545 8000
FTI Consulting (PR adviser to BTG)
Ben Atwell +44 20 3727 1000
Bidco / Boston Scientific
Susie Lisa (Investor Relations) +1 (508) 683-5565
Barclays (financial adviser to Bidco and Boston Scientific)
Doug Solomon
Jed Brody
Derek Shakespeare +44 20 7623 2323
Important notices relating to Financial Advisers
Goldman Sachs International, which is authorised by the
Prudential Regulation Authority and regulated by the Financial
Conduct Authority and the Prudential Regulation Authority in the
United Kingdom, is acting exclusively for BTG and no one else in
connection with the Acquisition and any other matters referred to
in this Announcement and will not be responsible to anyone other
than BTG for providing the protections afforded to such financial
advisory clients of Goldman Sachs International, or for providing
advice in connection with Acquisition or any matters referred to in
this Announcement.
J.P. Morgan Securities plc, which conducts its UK investment
banking business as J.P. Morgan Cazenove (J.P. Morgan Cazenove), is
authorised by the Prudential Regulation Authority and regulated by
the Financial Conduct Authority and the Prudential Regulation
Authority in the United Kingdom. J.P. Morgan Cazenove is acting as
financial advisor exclusively for BTG and no one else in connection
with the Acquisition and any other matters referred to in this
Announcement and will not be responsible to anyone other than BTG
for providing the protections afforded to such financial advisory
clients of J.P. Morgan Cazenove, or for providing advice in
relation to the Acquisition or any matter referred to in this
Announcement.
N M Rothschild & Sons Limited (Rothschild & Co), which
is authorised and regulated by the Financial Conduct Authority in
the United Kingdom, is acting exclusively for BTG and no one else
in connection with the matters set out in this Announcement and
will not regard any other person as its client in relation to the
matters set out in this Announcement and will not be responsible to
anyone other than BTG for providing the protections afforded to
clients of Rothschild & Co, nor for providing advice in
relation to the Acquisition or any other matter referred to in this
Announcement. Neither Rothschild & Co nor any of its
subsidiaries, branches or affiliates owes or accepts any duty,
liability or responsibility whatsoever (whether direct or indirect,
whether in contract, in tort, under statute or otherwise) to any
person who is not a client of Rothschild & Co in connection
with the matters referred to in this Announcement, or
otherwise.
Deutsche Bank AG is authorised under German Banking Law
(competent authority: European Central Bank) and, in the United
Kingdom, by the Prudential Regulation Authority. It is subject to
supervision by the European Central Bank and by BaFin, Germany's
Federal Financial Supervisory Authority, and is subject to limited
regulation in the United Kingdom by the Prudential Regulation
Authority and Financial Conduct Authority. Details about the extent
of its authorisation and regulation by the Prudential Regulation
Authority, and regulation by the FCA, are available on request or
from www.db.com/en/content/eu_disclosures.htm. Deutsche Bank AG,
acting through its London branch (Deutsche Bank) is acting as
Corporate Broker to BTG plc and no other person in connection with
this Announcement or any of its contents. Deutsche Bank will not be
responsible to any person other than BTG plc for providing any of
the protections afforded to clients of Deutsche Bank, nor for
providing any advice in relation to the matters set out in this
Announcement. Neither Deutsche Bank nor any of its affiliates owes
or accepts any duty, liability or responsibility whatsoever
(whether direct or indirect, whether in contract, in tort, under
statute or otherwise) to any person who is not a client of Deutsche
Bank in connection with the matters set out in this Announcement,
any statement contained herein or otherwise.
Barclays Bank PLC, acting through its investment bank
(Barclays), which is authorised by the Prudential Regulation
Authority and regulated by the Financial Conduct Authority and the
Prudential Regulation Authority in the United Kingdom, is acting
exclusively for Boston Scientific and Bidco and no one else in
connection with the matters referred to in this Announcement and
will not be responsible to anyone other than Boston Scientific and
Bidco for providing the protections afforded to clients of Barclays
nor for providing advice in relation to the Acquisition or any
other matter referred to in this Announcement.
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, inducement or the solicitation of an offer to purchase,
otherwise acquire, subscribe for, sell or otherwise dispose of or
exercise rights in respect of any securities, or the solicitation
of any vote or approval of an offer to buy securities in any
jurisdiction, pursuant to the Acquisition or otherwise nor shall
there be any sale, issuance or transfer of any securities pursuant
to the Acquisition in any jurisdiction in contravention of any
applicable laws.
The Acquisition is being made solely through the Scheme Document
(unless Boston Scientific elects, with the consent of the Panel, to
implement the Acquisition by way of a Takeover Offer), which
contains the full terms and conditions of the Acquisition,
including details of how to vote at the Meetings in respect of the
Scheme. Any decision to vote or other response in respect of the
Acquisition should be made only on the basis of the information
contained in the Scheme Document. BTG Shareholders are advised to
read the Scheme Document carefully.
This Announcement does not constitute a prospectus or
prospectus-equivalent document.
This Announcement has been prepared for the purpose of complying
with English law and the Code and the information disclosed may not
be the same as that which would have been disclosed if this
Announcement had been prepared in accordance with the laws of
jurisdictions outside the United Kingdom.
In accordance with the Code, normal United Kingdom market
practice and Rule 14e-5(b) of the Exchange Act, Barclays and its
affiliates will continue to act as an exempt principal trader in
BTG securities on the London Stock Exchange. The purchases and
activities by exempt principal traders which are required to be
made public in the United Kingdom pursuant to the Code will be
reported to a Regulatory Information Service and will be available
on the London Stock Exchange website at
www.londonstockexchange.com. This information will also be publicly
disclosed in the US to the extent that such information is made
public in the United Kingdom.
Overseas jurisdictions
The release, publication or distribution of this Announcement
in, and the availability of the Acquisition to persons who are
residents, citizens or nationals of jurisdictions other than the
United Kingdom may be restricted by laws and/or regulations of
those jurisdictions. Therefore, any persons not resident in the
United Kingdom and/or who are subject to the laws and regulations
of any jurisdiction other than the United Kingdom should inform
themselves about, and observe, any applicable legal and regulatory
requirements. Any failure to comply with the applicable
requirements may constitute a violation of the laws and/or
regulations of any such jurisdiction.
The Acquisition will not be made, directly or indirectly, in,
into or from a Restricted Jurisdiction where to do so would violate
the laws of that jurisdiction and no person may vote in favour of
the Acquisition by any use, means, instrumentality or form within a
Restricted Jurisdiction or any other jurisdiction if to do so would
constitute a violation of the laws of that jurisdiction.
Accordingly, copies of this Announcement and any formal
documentation relating to the Acquisition are not being, and must
not be, directly or indirectly, mailed or otherwise forwarded,
distributed or sent in or into or from any Restricted Jurisdiction
and persons receiving such documents (including custodians,
nominees and trustees) must not mail or otherwise forward,
distribute or send them in or into or from any Restricted
Jurisdiction.
The receipt of cash pursuant to the Acquisition by BTG
Shareholders may be a taxable transaction under applicable
national, state and local, as well as foreign and other tax laws.
Each BTG Shareholder is urged to consult their independent
professional adviser regarding the tax consequences of the
Acquisition applicable to him.
If the Acquisition is implemented by way of a Takeover Offer
(unless otherwise permitted by applicable law and regulation), the
Takeover Offer may not be made, directly or indirectly, in, into or
by use of the mails or any other means of instrumentality
(including, without limitation, facsimile, e-mail or other
electronic transmission, telex or telephone) of interstate or
foreign commerce of, or any facility of a national, state or other
securities exchange of any Restricted Jurisdiction and the Takeover
Offer will not be capable of acceptance by any such use, means,
instrumentality or facilities or from within any Restricted
Jurisdiction where to do so would violate the laws of that
jurisdiction and shall not be capable of acceptance by any such
use, means, instrumentality or facility or from within such
Restricted Jurisdiction.
This Announcement has been prepared for the purpose of complying
with English law, the rules of the London Stock Exchange and the
Code and the information disclosed may not be the same as that
which would have been disclosed if this Announcement has been
prepared in accordance with the laws of jurisdictions outside
England and Wales.
Further details in relation to BTG Shareholders in overseas
jurisdictions are contained in the Scheme Document.
Notice to US Investors in BTG
The Acquisition relates to the shares of a company organised
under the laws of England and Wales and is proposed to be effected
by means of a scheme of arrangement under the laws of England and
Wales (Part 26 of the Companies Act). This Announcement, the Scheme
Document and certain other documents relating to the Acquisition
have been or will be prepared in accordance with English law, the
Code and UK disclosure requirements, format and style, all of which
differ from those in the United States. A transaction effected by
means of a scheme of arrangement is not subject to the tender offer
rules or the proxy solicitation rules under the US Securities
Exchange Act of 1934, as amended (the US Exchange Act).
Accordingly, the Acquisition is subject to the disclosure
requirements of and practices applicable in the United Kingdom to
schemes of arrangement involving a target company in England listed
on the London Stock Exchange, which differ from the disclosure
requirements of the United States tender offer and proxy
solicitation rules. Bidco reserves the right, subject to the prior
consent of the Panel, to elect to implement the Acquisition by way
of a Takeover Offer. If, in the future, Bidco exercises its right
to implement the Acquisition by way of a Takeover Offer and
determines to extend the Takeover Offer into the United States,
such offer and the Acquisition will be made in compliance with
applicable US tender offer regulations.
If the Acquisition is implemented by way of a Takeover Offer,
pursuant to Rule 14e-5(b) under the US Exchange Act, Bidco, certain
affiliated companies or their nominees or brokers (acting as
agents) may from time to time make certain purchases of, or
arrangements to purchase, shares in BTG outside such a Takeover
Offer during the period in which such a Takeover Offer would remain
open for acceptance. If such purchases or arrangements to purchase
were to be made, they would be made outside the US and would apply
in accordance with applicable law, including the US Exchange Act
and the Code. Such purchases may occur either in the open market at
prevailing prices or in private transactions at negotiated prices.
Any information about such purchases will be disclosed as required
in the United Kingdom, will be reported to the Regulatory News
Service of the London Stock Exchange and will be available on the
London Stock Exchange website at:
http://www.londonstockexchange.com/prices-and-news/prices-news/home.htm.
BTG's financial statements, and all financial information that
is included in this Announcement or included in the Scheme
Document, or any other documents relating to the Acquisition, have
been or will be prepared in accordance with non-US accounting
standards that may not be comparable to financial information of
companies in the United States or other companies whose financial
statements are prepared in accordance with US generally accepted
accounting principles.
Neither the United States Securities and Exchange Commission nor
any US state securities commission has approved or disapproved the
Acquisition, passed upon the merits or fairness of the Acquisition
or passed any opinion upon the accuracy, adequacy or completeness
of this Announcement or the Scheme Document. Any representation to
the contrary is a criminal offence in the United States.
BTG is incorporated under the laws of England and Wales. In
addition, some of its officers and directors reside outside the
United States, and some or all of its assets are or may be located
in jurisdictions outside the United States. Therefore, investors
may have difficulty effecting service of process within the United
States upon those persons or recovering against BTG or its officers
or directors on judgments of United States courts, including
judgments based upon the civil liability provisions of the United
States federal securities laws. It may not be possible to sue BTG
or its officers or directors in a non-U.S. court for violations of
the U.S. securities laws.
The receipt of cash pursuant to the Acquisition by US holders of
BTG Shares as consideration for the transfer of its Scheme Shares
pursuant to the Scheme may be a taxable transaction for US federal
income tax purposes and under applicable US state and local, as
well as foreign and other, tax laws. Each US holder of BTG Shares
is urged to consult his or her independent professional adviser
immediately regarding the tax consequences of the Acquisition
applicable to him or her.
Publication on website and availability of hard copies
This Announcement and the display documents required to be
published pursuant to Rule 26.1 of the Code will be made available,
free of charge and subject to certain restrictions relating to
persons in Restricted Jurisdictions, on BTG's website at
www.btgplc.com and Boston Scientific's website at
http://investors.bostonscientific.com by no later than 12 noon
(London time) on the business day following the date of this
Announcement. For the avoidance of doubt, neither the content of
such website nor the content of any other website accessible from
hyperlinks on such websites is incorporated into, nor forms part
of, this Announcement.
In accordance with Rule 30.3 of the Code, a person so entitled
may request a copy of this Announcement (and any information
incorporated into it by reference to another source) in hard copy
form by writing to Link Asset Services, The Registry, 34 Beckenham
Road, Beckenham, Kent BR3 4TU or by calling the Shareholder
Helpline at Link Asset Services on +44 (0) 371 664 0321. Calls are
charged at the standard geographic rate and will vary by provider.
Calls from outside the UK will be charged at the applicable
international rate. Link Asset Services is open from 9:00 a.m. to
5.30 p.m., Monday to Friday, excluding public holidays in England
and Wales. Please note that Link Asset Services cannot provide
financial, legal or tax advice and calls may be recorded and
monitored for security and training purposes. Such person may also
request that all future documents announcements and information
sent to that person in relation to the Acquisition should be in
hard copy form. Save as otherwise referred to above, a hard copy of
this Announcement will not be sent unless requested.
General
If you are in any doubt about the contents of this Announcement
or the action you should take, you are recommended to seek your own
independent financial advice immediately from your stockbroker,
bank manager, solicitor or independent financial adviser duly
authorised under the Financial Services and Markets Act 2000 (as
amended) if you are resident in the United Kingdom or, if not, from
another appropriate authorised independent financial adviser.
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
SOAKMGMRZKMGLZM
(END) Dow Jones Newswires
August 15, 2019 10:23 ET (14:23 GMT)
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