TIDMCLL
RNS Number : 3700S
Arsenal Capital Management LP
08 July 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
8 July 2020
RECOMMED CASH OFFER
for
CELLO HEALTH PLC
by
PHARMA VALUE DEMONSTRATION BIDCO LIMITED
a newly incorporated company wholly owned by Value Demonstration
UK Holdings Limited, a company backed by Arsenal Capital Partners V
LP and Arsenal Capital Partners V-B LP
Update on irrevocable undertakings
On 1 July 2020, the boards of Pharma Value Demonstration Bidco
Limited ("Bidco") and Cello Health plc ("Cello") announced that
they had reached agreement on the terms of a recommended all cash
offer for the entire issued and to be issued share capital of Cello
(the "Acquisition") to be made by Bidco.
The terms and conditions of the Acquisition were set out in the
announcement on 1 July 2020 (the "Recommended Offer
Announcement").
In accordance with Rule 2.10 of the Takeover Code, Bidco
announced on 6 July 2020 that it had received irrevocable
undertakings or letters of intent in respect of a total of
41,506,487 Cello Shares, representing approximately 38.9 per cent.
of the issued share capital of Cello as at 3 July 2020, to vote in
favour of the Scheme at the Court Meeting and the resolutions
relating to the Acquisition at the Cello General Meeting.
On 7 July 2020, Bidco received additional irrevocable
undertakings from Allan Rich, Owen Williams and Christina Williams
in respect of 979,785 Cello Shares, 1,280,993 Cello Shares and
222,378 Cello Shares, respectively, representing approximately 0.9
per cent., 1.2 per cent. and 0.2 per cent., respectively, of the
existing issued share capital of Cello, to vote in favour of the
Scheme at the Court Meeting and the resolutions relating to the
Acquisition at the Cello General Meeting. As a result, Bidco has
now received irrevocable undertakings in respect of an aggregate of
31,485,081 Cello Shares, representing approximately 29.5 per cent.
of the existing issued share capital of Cello.
The irrevocable undertakings signed by each of Allan Rich, Owen
Williams and Christina Williams will continue to be binding if a
higher competing offer is made for Cello. The irrevocable
undertaking signed by each of Allan Rich, Owen Williams and
Christina Williams will cease to be binding in the following
circumstances:
(a) where the Offer is implemented by way of a Scheme, the
Scheme lapses or is withdrawn or the Scheme has not become
effective by 5:00pm on the Long Stop Date or such later time or
date as is agreed between Bidco and the Company and no public
announcement has been made by Bidco in relation to electing (having
received the Panel's consent) to implement the Offer by way of a
takeover offer;
(b) where the Offer is implemented by way of takeover offer, the
takeover offer lapses or is withdrawn without becoming
unconditional in all respects and no public announcement has been
made by Bidco in relation to electing (having received the Panel's
consent) to implement the Offer by way of a Scheme; or
(c) the Offer does not become effective, lapses, is withdrawn or
otherwise becomes incapable of ever becoming effective, as the case
may be.
Therefore, Bidco has received irrevocable undertakings or
letters of intent in respect of a total of 43,989,643 Cello Shares
representing approximately 41.2 per cent. of the existing issued
share capital of Cello to vote in favour of the Scheme at the Court
Meeting and the resolutions relating to the Acquisition at the
Cello General Meeting.
Notes
Appendix III of the Recommended Offer Announcement contains a
summary of the irrevocable undertakings and letters of intent
received by Bidco in relation to the Acquisition as at the time at
which the Recommended Offer Announcement was made. Copies of the
irrevocable undertakings and letters of intent referred to in this
announcement are available at www.cellohealthplc.com and
www.pharma-value-demonstration.com . Capitalised terms used in this
announcement shall have the meanings given to them in the
Recommended Offer Announcement.
Enquiries:
Rothschild & Co (financial adviser to Bidco) Tel: +44 20 7280
5000
Julian Hudson
Aashis Mehta
Ashley Southcott
FTI Consulting (PR adviser to Bidco) Tel: +44 20 3727
1000
Ben Atwell
Simon Conway
IMPORTANT NOTES
Rothschild & Co, which is authorised and regulated in the
United Kingdom by the Financial Conduct Authority, is acting
exclusively for Arsenal and Bidco and for 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 referred
to in this announcement and will not be responsible to anyone other
than Arsenal and Bidco for providing the protections afforded to
its clients or for providing advice in relation to the Acquisition
or any other matter or arrangement referred to in this
announcement.
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 who are subject to the
laws and regulations of any jurisdiction other than the United
Kingdom should inform themselves about and observe any applicable
requirements in their jurisdiction. Any failure to comply with the
applicable requirements may constitute a violation of the laws
and/or regulations of any such jurisdiction. To the fullest extent
permitted by applicable law, the companies and persons involved in
the Acquisition disclaim any responsibility and liability for the
violation of such restrictions by any person.
In particular, the ability of Overseas Shareholders to vote
their Cello Shares at the Court Meeting and/or the Cello General
Meeting, or to execute and deliver Forms of Proxy appointing
another to vote their Cello Shares in respect of the Court Meeting
and/or the Cello General Meeting on their behalf, may be affected
by the laws of the relevant jurisdiction in which they are located.
Copies of this announcement, the Scheme Document, the accompanying
Forms of Proxy and any other formal documentation relating to the
Acquisition and the Scheme 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 it
in or into or from any Restricted Jurisdiction.
Unless otherwise permitted by applicable law and regulation, the
Acquisition may not be made, directly or indirectly, in or into, or
by the use of mails or any means or instrumentality (including, but
not limited to, facsimile, e-mail or other electronic transmission,
telex or telephone) of interstate or foreign commerce of, or of any
facility of a national, state or other securities exchange of any
Restricted Jurisdiction and the Acquisition may not be capable of
acceptance by any such use, means, instrumentality or
facilities.
The Acquisition relates to the shares of a UK company and is
proposed to be made by means of a scheme of arrangement provided
for under the laws of England and Wales. A transaction effected by
means of a scheme of arrangement is not subject to the proxy
solicitation or tender offer rules under the U.S. Securities
Exchange Act of 1934, as amended (the "Exchange Act"). Accordingly,
the Acquisition will be subject to the disclosure requirements and
practices applicable in the UK and under the Code to schemes of
arrangement, which differ from the disclosure requirements and
practices of the U.S. proxy solicitation and tender offer rules.
Neither the U.S. Securities and Exchange Commission (the "SEC"),
nor any securities commission of any state of the United States,
has approved the Acquisition, passed upon the fairness of the
Acquisition or passed upon the adequacy or accuracy of this
document. Any representation to the contrary is a criminal offence
in the United States. Financial information included in the
relevant documentation has been or will have been prepared in
accordance with accounting standards applicable in the UK that may
not be comparable to financial information of U.S. companies or
companies whose financial statements are prepared in accordance
with generally accepted accounting principles in the United States
.
However, if Bidco were to elect to implement the Acquisition by
means of a Takeover Offer and determines to extend such Takeover
Offer into the United States, such Takeover Offer shall be made in
compliance with all applicable laws and regulations, including, if
applicable and if an exemption is not available, the U.S. tender
offer rules. Such Takeover Offer would be made in the United States
by Bidco and no one else.
In accordance with normal UK practice, Bidco, certain affiliated
companies and its nominees or brokers (acting as agents) may from
time to time make certain purchases of, or arrangements to
purchase, shares in Cello outside of the United States, other than
pursuant to the Acquisition, until the date on which the
Acquisition and/or Scheme becomes effective, lapses or is otherwise
withdrawn. These 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 UK, will be reported to a Regulatory Information Service and
will be available on the London Stock Exchange website. If such
purchases or arrangements to purchase are made they would be made
outside the United States in compliance with applicable law,
including the Exchange Act.
It may be difficult for U.S. holders of Cello Shares to enforce
their rights and any claim arising out of the U.S. federal
securities laws, because Cello and Bidco are located in a non-U.S.
country, and some or all of their officers and directors may be
residents of a non-U.S. country. U.S. holders of Cello Shares may
not be able to sue a non-U.S. company or its officers or directors
in a non-U.S. court for violations of the U.S. securities laws.
Further, it may be difficult to compel a non-U.S. company and its
affiliates to subject themselves to a U.S. court's judgment.
U.S. Cello Shareholders are urged to consult with legal, tax and
financial advisers in connection with making a decision regarding
the Acquisition.
Publication on a website
In accordance with Rule 26.1 of the Code, a copy of this
announcement will be available (subject to certain restrictions
relating to persons resident in Restricted Jurisdictions) at
www.cellohealthplc.com and www.pharma-value-demonstration.com by no
later than 12 noon (London time) on the Business Day following this
announcement.
Neither the contents of these websites nor the content of any
other website accessible from hyperlinks on such websites is
incorporated into, or forms 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
OUPFIFLEDSITIII
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