TIDMERGO
RNS Number : 8844Q
Ergomed plc
23 October 2023
1NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR
INDIRECTLY, 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
23 October 2023
Recommended cash acquisition
of
Ergomed plc
by
Eden AcquisitionCo Limited
(a newly incorporated company controlled and indirectly wholly
owned by funds advised by Permira Advisers LLP)
Confirmation of expected Scheme Timetable
On 4 September 2023, the boards of directors of Eden
AcquisitionCo Limited ("Bidco") and Ergomed plc ("Ergomed" or the
"Company") announced that they had reached an agreement on the
terms of a recommended cash acquisition by Bidco for the entire
issued and to be issued ordinary share capital of Ergomed (the
"Acquisition"). The Acquisition is being implemented by means of a
Court-sanctioned scheme of arrangement under Part 26 of the
Companies Act 2006 (the "Scheme").
Ergomed published a circular in relation to the Scheme dated 22
September 2023 (the "Scheme Document"). Defined terms used but not
defined in this announcement have the meanings set out in the
Scheme Document. All references to times in this announcement are
to London time.
On 13 October 2023, Ergomed announced that the Scheme was
approved by the Scheme Shareholders at the Court Meeting held on
that date and the Special Resolution relating to the implementation
of the Scheme was approved by the Ergomed Shareholders at the
General meeting also held on that date.
The Scheme remains subject to the satisfaction or (if capable of
waiver) waiver of the remaining Conditions set out in Part Three of
the Scheme Document, including the Court's sanction of the Scheme
at the Scheme Court Hearing, which is expected to be held on 9
November 2023 and the filing of the Court Order with the Registrar
of Companies. As stated in the announcement by the Company on 13
October, Bidco is making good progress in relation to the
regulatory filings in connection with the Acquisition.
Subject to the above, the expected timetable of principal events
for the implementation of the Scheme is set out below. The dates
and times in the timetable are indicative only, are based on Bidco
and Ergomed's current expectations, and may be subject to changes.
The dates will depend, among other things, on the date on which:
(i) the Conditions are satisfied or (if capable of waiver) waived;
(ii) the Court sanctions the Scheme; and (iii) the Court Order is
delivered to the Registrar of Companies. Ergomed will give adequate
notice of any revisions or changes to the dates and times set out
in this announcement by issuing a further announcement through a
Regulatory Information Service, with such announcement being made
available on Ergomed's website at https://ergomedplc.com.
On the basis of the current expected timetable for the Scheme,
the Scheme is expected to become effective on 13 November 2023 (the
"Effective Date"). The last day of dealings in, and for
registration of transfers of, Ergomed Shares will be 10 November
2023 with all dealings in Ergomed Shares being suspended at 7.30
a.m. on 13 November 2023. At 7.00 a.m. on 14 November 2023, the
admission of Ergomed Shares to trading on AIM is expected to be
cancelled.
It is intended that on the Effective Date, share certificates in
respect of Ergomed Shares will cease to be valid and entitlements
to Ergomed Shares held within the CREST system will be
cancelled.
Event Time and/or date
The following dates are indicative only and are subject to change(1)
:
Election Return Time for the Form 6:00 p.m. on 2 November 2023
of Election (green form)
Court Hearing to sanction the Scheme 9 November 2023
Last day of dealings in, and for registration I.
of transfers of, Ergomed Shares
10 November 2023
Scheme Record Time 6:00 p.m. on 10 November 2023
Disablement of CREST in respect of 6:00 p.m. on 10 November 2023
Ergomed Shares
Dealings in Ergomed Shares suspended 7:30 a.m. on 13 November 2023
Expected Effective Date of the Scheme 13 November 2023
Cancellation of admission to trading 14November 2023
of Ergomed Shares on AIM
Latest date for despatch of cheques 27 November 2023
and crediting of CREST for cash consideration
due under the Scheme and share certificates
in respect of the Partial Securities
Alternative
Long-Stop Date 4 June 2024(2)
(1) These dates are indicative only and will depend, among other
things, on the date upon which: (i) the Conditions are satisfied or
(if capable of waiver) waived; (ii) the Court sanctions the Scheme;
and (iii) the Court Order is delivered to the Registrar of
Companies.
(2) This is the latest date by which the Scheme may become
effective unless Bidco and Ergomed agree (and the Takeover Panel
and, if required, the Court permit) a later date.
Enquiries:
Ergomed +44 (0) 1483 307 920
Miroslav Reljanović (Executive Chairman)
Jonathan Curtain (Chief Financial Officer)
Keith Byrne (Senior Vice President, Capital Markets and
Strategy)
Jefferies (Joint Financial Adviser to Ergomed) +44 (0) 20 7029
8000
Michael Gerardi
Matthew Miller
Paul Bundred
James Umbers
Deutsche Numis (Joint Financial Adviser, Nominated adviser and
Joint Broker to Ergomed) +44 (0) 20 7260 1000
Freddie Barnfield
Stuart Ord
Alexander Kladov
Euan Brown
Peel Hunt (Joint Broker to Ergomed) +44 (0) 20 7418 8900
James Steel
John Welch
Dr Christopher Golden
Consilium Strategic Communications (PR adviser to Ergomed) +44
(0) 20 3709 5700
Chris Gardner
Matthew Neal
Rothschild & Co (financial adviser to Bidco and Permira) +44
(0) 20 7280 5000
Julian Hudson
Aashis Mehta
Andrew Davison
Headland Consultancy Limited (PR adviser to Permira) +44 (0) 20
3805 4822
Lucy Legh
Rob Walker
Charlie Twigg
Further information
This announcement is not intended to and does not constitute, or
form part of, an 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 Acquisition or
otherwise, nor shall there be any sale, issuance or transfer of
securities of Ergomed in any jurisdiction in contravention of
applicable law. The Acquisition will be made solely by means of the
Scheme Document (or, if the Acquisition is implemented by way of a
Takeover Offer, any document by which the Takeover Offer is made),
which will contain the full terms and conditions of the Acquisition
including details of how to vote in respect of the Acquisition. Any
vote in respect of the Scheme or other response in relation to the
Acquisition should be made only on the basis on the information
contained in the Scheme Document.
Please be aware that addresses, electronic addresses and certain
other information provided by Ergomed Shareholders, persons with
information rights and other relevant persons for the receipt of
communications from Ergomed may be provided to Bidco during the
Offer Period as required under Section 4 of Appendix 4 of the Code
to comply with Rule 2.11(c).
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 Bidco
and Permira and for no--one else in connection with the Acquisition
and will not regard any other person as its client in relation to
the Acquisition and will not be responsible to anyone other than
Bidco and Permira for providing the protections afforded to clients
of Rothschild & Co, nor for providing advice in relation to any
matter referred to in this announcement.
Jefferies International Limited ("Jefferies"), which is
authorised and regulated by the Financial Conduct Authority in the
United Kingdom, is acting exclusively for Ergomed 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 in this announcement and will not be responsible to anyone
other than Ergomed for providing the protections afforded to
clients of Jefferies nor for providing advice in relation to any
matter referred to in this announcement or any transaction or
arrangement referred to herein. Neither Jefferies 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 Jefferies in connection with this announcement, any statement
contained herein, any transaction or arrangement referred to
herein, or otherwise.
Numis Securities Limited ("Deutsche Numis") which is authorised
and regulated by the Financial Conduct Authority in the United
Kingdom, is acting exclusively for Ergomed 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 in this announcement and will not be responsible to anyone
other than Ergomed for providing the protections afforded to
clients of Deutsche Numis nor for providing advice in relation to
any matter referred to in this announcement or any transaction or
arrangement referred to herein. Deutsche Numis is not responsible
for the contents of this announcement. Neither Deutsche Numis 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 Numis in connection with this
announcement, any statement contained herein, any transaction or
arrangement referred to herein, or otherwise.
Peel Hunt LLP ("Peel Hunt") which is authorised and regulated by
the Financial Conduct Authority in the United Kingdom, is acting
exclusively for Ergomed 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 in this
announcement and will not be responsible to anyone other than
Ergomed for providing the protections afforded to clients of Peel
Hunt nor for providing advice in relation to any matter referred to
in this announcement or any transaction or arrangement referred to
herein. Peel Hunt is not responsible for the contents of this
announcement. Neither Peel Hunt 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 Peel Hunt in
connection with this announcement, any statement contained herein,
any transaction or arrangement referred to herein, or
otherwise.
Overseas jurisdictions
The release, publication or distribution of this announcement in
or into jurisdictions other than the UK or the United States may be
restricted by law and therefore any persons who are subject to the
law of any jurisdiction other than the UK or the United States
should inform themselves about, and observe, any applicable legal
or regulatory requirements. Any failure to comply with the
applicable restrictions 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 Acquisition disclaim any responsibility or liability for the
violation of such restrictions by any person. This announcement has
been prepared for the purposes 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 of
England.
Copies of this announcement and formal documentation relating to
the Acquisition will not be and must not be, mailed or otherwise
forwarded, distributed or sent in, into or from any Restricted
Jurisdiction or any jurisdiction where to do so would violate the
laws of that 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. Doing so may render invalid any related
purported vote in respect of the Acquisition. If the Acquisition is
implemented by way of Takeover Offer (unless otherwise permitted by
applicable law or regulation), the Takeover Offer may not be made,
directly or indirectly, in or into or by use of the mails or any
other means or instrumentality (including, without limitation,
facsimile, email 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.
Further details in relation to Overseas Shareholders are
contained in the Scheme Document.
Additional information for US investors
The Acquisition is being made to acquire the securities of an
English company by means of a scheme of arrangement provided for
under English law. A transaction effected by means of a scheme of
arrangement is not subject to the tender offer rules under the US
Exchange Act. Accordingly, the Scheme will be subject to disclosure
requirements and practices applicable in the UK to schemes of
arrangement, which are different from the disclosure requirements
of the US tender offer rules. The financial information included in
this announcement and the Scheme documentation has been or will
have been prepared in accordance with UK-adopted International
Financial Reporting Standards and thus 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 US. If Bidco exercises its right to
implement the acquisition of the Ergomed Shares by way of a
Takeover Offer, such offer will be made in compliance with
applicable US laws and regulations.
The receipt of cash pursuant to the Acquisition by a US holder
as consideration for the transfer of its Scheme Shares pursuant to
the Scheme 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
Ergomed Shareholder is urged to consult his independent
professional adviser immediately regarding the tax consequences of
the Acquisition applicable to them.
The Bidco loan notes and the Topco Units issued under the
Partial Securities Alternative will not be registered under the US
Securities Act of 1933 (the "Securities Act"). Bidco expects to
issue the Bidco loan notes and Topco expects to issue the Topco
Units in reliance upon the exemption from the registration
requirements of the Securities Act provided by Section 3(a)(10)
thereof. ("Section 3(a)(10)"). Section 3(a)(10) exempts securities
issued in specified exchange transactions from the registration
requirement under the Securities Act where, among other things, the
fairness of the terms and conditions of the issuance and exchange
of such securities have been approved by a court or governmental
authority expressly authorised by law to grant such approval, after
a hearing upon the fairness of the terms and conditions of the
exchange at which all persons to whom the Bidco loan notes or Topco
Units are proposed to be issued have the right to appear; and
receive adequate and timely notice thereof.
The Bidco loan notes and the Topco Units that may be issued
pursuant to the Acquisition have not been and will not be
registered under the US Securities Act or under the relevant
securities laws of any state or territory or other jurisdiction of
the United States and will not be listed on any stock exchange.
Neither the US Securities and Exchange Commission nor any US state
securities commission has approved or disapproved of the Partial
Securities Alternative or determined if the Scheme Document is
accurate or complete. Any representation to the contrary is a
criminal offence.
It may be difficult for US holders to enforce their rights and
claims arising out of the US federal securities laws, since Bidco
and Ergomed are located in countries other than the US, and some or
all of their officers and directors may be residents of countries
other than the US. US holders may not be able to sue a non-US
company or its officers or directors in a non-US court for
violations of US securities laws. Further, it may be difficult to
compel a non-US company and its affiliates to subject themselves to
a US court's judgement.
In accordance with normal UK practice and pursuant to Rule
14e-5(b) of the US Exchange Act, Bidco or its nominees, or its
brokers (acting as agents), may from time to time make certain
purchases of, or arrangements to purchase, Ergomed Shares outside
the United States, other than pursuant to the Takeover Offer (in
the event that the Acquisition is implemented by way of a Takeover
Offer), before or during the period in which the Takeover Offer
remains open for acceptance. 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, www.londonstockexchange.com.
Forward looking statements
This announcement (including information incorporated by
reference in this announcement), oral statements made regarding the
Acquisition, and other information published by Bidco and Ergomed
contain statements which are, or may be deemed to be,
"forward-looking statements". Forward-looking statements are
prospective in nature and are not based on historical facts, but
rather on current expectations and projections of the management of
Bidco and Ergomed about future events, and are therefore subject to
risks and uncertainties which could cause actual results to differ
materially from the future results expressed or implied by the
forward-looking statements. The forward-looking statements
contained in this announcement include statements relating to the
expected effects of the Acquisition on Bidco and Ergomed, the
expected timing and scope of the Acquisition and other statements
other than historical facts. Often, but not always, forward-looking
statements can be identified by the use of forward-looking words
such as "plans", "expects" or "does not expect", "is expected", "is
subject to", "budget", "scheduled", "estimates", "forecasts",
"intends", "anticipates" or
"does not anticipate", or "believes", or variations of such
words and phrases or statements that certain actions, events or
results "may", "could", "should", "would", "might" or "will" be
taken, occur or be achieved. Although Bidco and Ergomed believe
that the expectations reflected in such forward-looking statements
are reasonable, Bidco and Ergomed can give no assurance that such
expectations will prove to be correct. By their nature,
forward-looking statements involve risk and uncertainty because
they relate to events and depend on circumstances that will occur
in the future. There are a number of factors that could cause
actual results and developments to differ materially from those
expressed or implied by such forward-looking statements. These
factors include the satisfaction of the Conditions, as well as
additional factors, such as: the general economic climate;
competition; interest rate levels; loss of key personnel; the
availability of financing on acceptable terms; and changes in the
legal or regulatory environment. Other unknown or unpredictable
factors could cause actual results to differ materially from those
in the forward-looking statements. Such forward-looking statements
should therefore be construed in the light of such factors. Neither
Bidco, Permira nor Ergomed, nor any of their respective associates
or directors, officers or advisers, provides any representation,
assurance or guarantee that the occurrence of the events expressed
or implied in any forward-looking statements in this announcement
will actually occur. You are cautioned not to place undue reliance
on these forward-looking statements. Other than in accordance with
their legal or regulatory obligations, neither Bidco nor Ergomed is
under any obligation, and Bidco and Ergomed expressly disclaim any
intention or obligation, to update or revise any forward-looking
statements, whether as a result of new information, future events
or otherwise.
Dealing disclosure requirements
Under Rule 8.3(a) of the Code, any person who is interested in
1% 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 (London time) on the 10th Business Day following the
commencement of the Offer Period and, if appropriate, by no later
than 3.30 pm (London time) 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 Code, any person who is, or becomes,
interested in 1% 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 (London time) 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 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 and hard copies
A copy of this announcement and the documents required to be
published by Rule 26 of the Code will be made available, subject to
certain restrictions relating to persons resident in Restricted
Jurisdictions, on Bidco's website at
permira.com/news-and-insights/news/permira-offer-for-ergomed and
Ergomed's website at www.ergomedplc.com. For the avoidance of
doubt, the contents of those websites are not incorporated into and
do not form part of this announcement.
Ergomed Shareholders may request a hard copy of this
announcement by contacting Share Registrars Limited during business
hours on +44 (0) 1252 821390 or by submitting a request in writing
to Share Registrars Limited at 3 The Millennium Centre, Crosby Way,
Farnham, Surrey, GU9 7XX. If you have received this announcement in
electronic form, copies of this announcement and any document or
information incorporated by reference into this document will not
be provided unless such a request is made.
Rounding
Certain figures included in this announcement have been
subjected to rounding adjustments. Accordingly, figures shown for
the same category presented in different tables may vary slightly
and figures shown as totals in certain tables may not be an
arithmetic aggregation of the figures that precede them.
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END
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