TIDMDNO TIDMTTM
RNS Number : 3939L
Domino Printing Sciences PLC
27 April 2015
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 OF SUCH
JURISDICTION
FOR IMMEDIATE RELEASE
27 April 2015
RECOMMENDED CASH ACQUISITION
of
Domino Printing Sciences plc ("Domino" or the "Company")
by
Brother Industries, Ltd. ("Brother")
UPDATE
For the purposes of obtaining mandatory merger control approvals
in respect of the transaction, Brother has notified its proposed
acquisition of Domino to China's Ministry of Commerce ("MOFCOM"),
the European Commission, and the USA's Federal Trade Commission
("FTC") and the Department of Justice ("DOJ"). Brother and Domino
are pleased to confirm that clearance has now been received from
the FTC and the DOJ. Decisions are currently expected from each of
MOFCOM and the European Commission before the end of May.
Subject to obtaining the required merger control approvals and
satisfaction of the other conditions to completion of the
transaction set out in the scheme document sent by Domino to Domino
Shareholders on 23 March 2015 (the "Scheme Document"), the Scheme
Court Hearing to sanction the Scheme is expected to be held on 4
June 2015.
Set out below is an indicative timetable of expected dates to
completion of the transaction. The attention of Scheme Shareholders
is drawn to the deadline for electing for the Loan Note Alternative
of 11.00 a.m. on 3 June 2015.
Event(1) Time and/or date
----------------------------------------------- --------------------
The following dates are indicative only
and are subject to change
Latest time for lodging of green Forms of 11.00 a.m. on 3
Election and TTE Instructions in respect June 2015
of the Loan Note Alternative
Scheme Court Hearing (to sanction the Scheme) 4 June 2015
Last day of dealings in, and for registrations 5 June 2015
of transfers of and disablement in CREST
of, Domino Shares
Dealings in Domino Shares suspended 5.00 p.m. on 5 June
2015
Scheme Record Time 6.00 p.m. on 5 June
2015
Effective Date of the Scheme 11 June 2015(2)
Cancellation of admission of and dealings 12 June 2015
in Domino Shares
Despatch of cheques and crediting of CREST within 14 days of
accounts for cash consideration due under the Effective Date
the Scheme and Loan Note certificates in
respect of Loan Note consideration
Long Stop Date 14 August 2015(3)
1 These dates are indicative only and will depend, among other
things, on the date upon which (i) the Anti-trust Conditions and
other Conditions are satisfied or, if capable of waiver, waived;
(ii) the Court sanctions the Scheme; and (iii) the Scheme Court
Order is delivered to the Registrar of Companies (which will be
dependent on, amongst other things, the period of time taken by
HMRC to stamp the Scheme Court Order). This timetable assumes that
European and Chinese anti-trust clearances are obtained before the
end of May. Updates of changes to the times or dates indicated
above shall, at Domino's discretion, be notified by issuing an
announcement through a Regulatory Information Service and by
posting notice of these dates on Domino's website
(www.domino-printing.com/corporate).
2 This date is indicative only and is subject to the Scheme
Court Order having been stamped by HMRC.
3 This is the latest date by which the Scheme may become
effective unless Domino and Brother agree, with the consent of the
Panel and (if required) the Court, a later date. The Cooperation
Agreement contains certain other circumstances in which the Long
Stop Date may be extended. Further details of the Cooperation
Agreement are set out in paragraph 9(b) of Part IX (Additional
Information on Domino and Brother) of the Scheme Document.
Other
Note that terms defined in the Scheme Document shall have the
same respective meanings when used in this announcement unless
otherwise defined herein.
Enquiries
Brother
Toshikazu Koike
Munetaka Fujii +81 52 824 2075
Yasuhiro Hashimoto +81 52 824 2072
Citi
(Sole financial adviser and Corporate Broker to Brother)
David Wormsley +44 20 7986 4000
Jan Skarbek
Sian Evans
Charles Lytle (Corporate Broking)
Domino
Richard Pryn +44 1954 781 888
Rothschild
(Financial adviser to Domino)
Ravi Gupta +44 20 7280 5000
Neil Thwaites
Sabina Pennings
Jefferies
(Corporate Broker to Domino)
Simon Hardy +44 20 7029 8000
Max Jones
Smithfield
(PR adviser to Domino)
Will Swan +44 20 7360 4900
Important Information
Citi is authorised by the Prudential Regulation Authority and
regulated by the Financial Conduct Authority and the Prudential
Regulation Authority in the UK. Citi is acting exclusively as
financial adviser and corporate broker to Brother and no one else
in connection with the Acquisition and will not be responsible to
anyone other than Brother for providing the protections afforded to
clients of Citi nor for providing advice in connection with the
Acquisition or any matter referred to herein.
Rothschild is authorised by the Prudential Regulation Authority
and regulated by the Financial Conduct Authority and the Prudential
Regulation Authority in the UK. Rothschild is acting exclusively as
financial adviser to Domino and no one else in connection with the
Acquisition and will not be responsible to anyone other than Domino
for providing the protections afforded to clients of Rothschild nor
for providing advice in connection with the Acquisition or any
matter referred to herein.
Jefferies, which is authorised and regulated in the UK by the
Financial Conduct Authority, is acting exclusively for Domino and
no one else in connection with the Acquisition and the other
matters referred to in this Announcement, and will not be
responsible to anyone other than Domino for providing the
protections afforded to clients of Jefferies, nor for providing
advice in relation to the Acquisition or in connection with the
other matters referred to in this announcement.
Publication on Website
A copy of this announcement will be available free of charge,
subject to any applicable restrictions relating to persons resident
in Restricted Jurisdictions, on Brother's website at
www.brother.com/en/news/2015/150311_accept_e/list/index.htm and on
Domino's website at www.domino-printing.com/corporate by no later
than 12.00 p.m. (London time) on 28 April 2015.
For the avoidance of doubt, the contents of these websites are
not incorporated into and do not form part of this document unless
otherwise stated herein.
Availability of Hard Copies
Any person may request a hard copy of this announcement by
contacting Domino's registrars, Capita Asset Services, The
Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU or, between
9.00 a.m. and 5.30 p.m. on Monday to Friday (except UK public
holidays), on 0871 664 0321 from within the UK (calls cost 10p per
minute from a BT landline; other providers or other network costs
may vary) or on +44 (0)20 8639 3399 if calling from outside the UK
(calls from outside the UK will be charged at the applicable rate),
with your full name and the full address to which the hard copy may
be sent (calls may be recorded and monitored for training and
security purposes). You may also request that all future documents,
announcements and information to be sent to you in relation to the
Acquisition should be in hard copy form.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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