TIDMIDH
RNS Number : 7564Y
PerkinElmer Inc
17 May 2021
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 OF
SUCH JURISDICTION
For immediate release
This announcement contains inside information
17 May 2021
RECOMMED CASH OFFER
for
IMMUNODIAGNOSTIC SYSTEMS HOLDINGS PLC
by
PERKINELMER (UK) HOLDINGS LTD
a wholly-owned subsidiary of
PERKINELMER, INC.
to be effected
by way of a scheme of arrangement
under Part 26 of the Companies Act 2006
Summary
-- The boards of PerkinElmer, Inc. ("PerkinElmer") and
Immunodiagnostic Systems Holdings PLC ("IDS") are pleased to
announce that they have reached agreement on the terms of a
recommended all cash offer whereby the entire issued and to be
issued ordinary share capital of IDS will be acquired by
PerkinElmer (UK) Holdings Limited ("PerkinElmer UK") (the
"Acquisition").
-- Under the terms of the Acquisition, each IDS Shareholder will be entitled to receive:
382 pence in cash per IDS Share
-- The Acquisition values the entire issued and to be issued
ordinary share capital of IDS at approximately GBP110 million ($155
million), on the basis of a fully diluted share capital of
28,865,469 IDS Shares. This implies an enterprise value of IDS of
approximately GBP88 million ($124 million).
-- The price of 382 pence in cash per IDS Share represents a premium of approximately:
-- 49.8 per cent. to the Closing Price of 255 pence per IDS
Share on the Last Practicable Date;
-- 58.1 per cent. to the Volume Weighted Average Price per IDS
Share during the one month period ended on the Last Practicable
Date;
-- 68.2 per cent. to the Volume Weighted Average Price per IDS
Share during the three month period ended on the Last Practicable
Date; and
-- 72.5 per cent. to the Volume Weighted Average Price per IDS
Share during the five year period ended on the Last Practicable
Date.
-- PerkinElmer UK is a private limited company, which was duly
incorporated in April 1999 under the laws of England and Wales. Its
registered office is Chalfont Road, Seer Green, Beaconsfield,
Buckinghamshire, United Kingdom HP9 2FX. PerkinElmer UK's principal
activity is that of an intermediate holding company and its
subsidiaries are engaged in the development, manufacture and sale
of life science and diagnostic products and services.
-- The IDS Directors, who have been so advised by Peel Hunt as
to the financial terms of the Acquisition, consider the terms of
the Acquisition to be fair and reasonable. In providing its advice
to the IDS Directors, Peel Hunt has taken into account the
commercial assessments of the IDS Directors. Peel Hunt is providing
independent financial advice to the IDS Directors for the purposes
of Rule 3 of the Code.
-- Accordingly, the IDS Directors intend to recommend
unanimously that Scheme Shareholders vote or procure votes in
favour of the Scheme at the Court Meeting and that IDS Shareholders
vote or procure votes in favour of the Resolutions to be proposed
at the General Meeting, as the IDS Directors have irrevocably
undertaken to do in respect of their own beneficial holdings (or to
procure in respect of the holdings of certain persons connected
with them) of 136,633 IDS Shares (representing, in aggregate,
approximately 0.47 per cent. of the IDS Shares in issue on the Last
Practicable Date), as detailed in Appendix III.
-- In addition to the irrevocable undertakings received from the
IDS Directors, PerkinElmer UK has received irrevocable undertakings
from Forum Venture Capital GmbH, Forum European Smallcaps GmbH,
Shareholder Value Management AG, Shareholder Value Beteiligungen
AG, Frankfurter Aktienfonds für Stiftungen and Frankfurter Value
Focus Fund (as detailed in Appendix III) to vote in favour of the
Scheme at the Court Meeting and the Resolutions to be proposed at
the General Meeting (or, if PerkinElmer UK, with the consent of the
Takeover Panel, exercises its right to implement the Acquisition by
way of a Takeover Offer, to accept such offer), in respect of
16,537,560 IDS Shares (representing, in aggregate, approximately
57.45 per cent. of the IDS Shares in issue on the Last Practicable
Date).
-- Therefore, as at the date of this Announcement, PerkinElmer
UK has received irrevocable undertakings in respect of a total of
16,674,193 IDS Shares (representing approximately 57.93 per cent.
of the IDS Shares in issue on the Last Practicable Date).
-- It is intended that the Acquisition be implemented by way of
a Court-sanctioned scheme of arrangement under Part 26 of the
Companies Act (or, if PerkinElmer UK so elects and with the consent
of the Takeover Panel, a Takeover Offer). In order to become
effective, the Scheme must be approved by a majority in number of
the Scheme Shareholders entitled to vote and voting at the Court
Meeting, either in person (physically or virtually) or by proxy,
representing at least 75 per cent. in value of the Scheme Shares
voted. The implementation of the Scheme must also be approved by
IDS Shareholders at the General Meeting.
-- If any dividend or other distribution in respect of the IDS
Shares is declared, paid or made on or after the date of this
Announcement, PerkinElmer UK reserves the right to reduce the
consideration payable for each IDS Share under the terms of the
Acquisition by the amount per IDS Share of such dividend or
distribution. In such circumstances, IDS Shareholders will be
entitled to receive and retain any such dividend or other
distribution.
-- The Acquisition will be subject to the Conditions and certain
further terms set out in Appendix I and to the full terms and
conditions of the Acquisition which will be set out in the Scheme
Document.
-- PerkinElmer, a multinational corporation headquartered in the
United States, is listed on the New York Stock Exchange and is a
component of the S&P 500 Index. PerkinElmer is a global leader
in the life sciences and diagnostics industry offering a broad
portfolio of products, services and solutions for the diagnostics,
life sciences, food and applied markets. PerkinElmer's innovative
detection, discovery and development, cell imaging, informatics,
and service capabilities, combined with deep market knowledge and
expertise, help scientists support healthier families, improve the
quality of life, and sustain the wellbeing and longevity of people
globally.
-- IDS is a specialist producer of manual and automated
diagnostic testing kits and instruments for the clinical and
research markets. IDS develops, manufactures and markets innovative
immunoassays and automated immunoanalyser technologies to provide
improved diagnostic outcomes for patients. IDS' immunoassay
portfolio is a combination of an endocrinology specialty testing
menu, a comprehensive autoimmune disease testing menu, and assay
panels in complementary fields. IDS' instrument platforms, the
IDS-iSYS and IDS-i10 multi-discipline automated systems, which are
manufactured and developed in-house, aim to improve laboratory
efficiency for IDS' customers through automated random access
technology.
-- The Scheme Document will include full details of the
Acquisition, together with notices of the Court Meeting and General
Meeting and the expected timetable of principal events relating to
the Acquisition, and will also specify the action to be taken by
IDS Shareholders. It is expected that the Scheme Document will be
published within 28 days of the date of this Announcement (or on
such later date as may be agreed by the Takeover Panel).
-- The Acquisition is currently expected to become Effective in
early Q3 2021, subject to the satisfaction or waiver of the
Conditions and certain further terms set out in Appendix I and to
the full terms and conditions of the Acquisition which will be set
out in the Scheme Document.
Commenting on the Acquisition, Jaap Stuut, CEO of IDS, said:
"I am very pleased that upon approval of this proposed
transaction IDS will be able to join the PerkinElmer family. This
will allow IDS to significantly accelerate our existing growth
plans, while providing exciting new opportunities for our
employees, customers, partners and suppliers. Euroimmun AG have
been a valued partner of IDS for many years, and this transaction
will allow us to co-operate jointly to continuously provide
innovative diagnostic solutions to both existing and new customers
around the globe. I am excited and confident that this proposed
transaction represents an excellent opportunity for all
stakeholders."
Commenting on the Acquisition, Wolfgang Schlumberger, CEO of
Euroimmun AG, a company in the PerkinElmer Group said:
"This proposed transaction is highly valuable for both parties
as the respective product lines are to a large extent
complementary. The cooperation of our global distribution channels,
the expansion of the immunoassay portfolio in closely related
indication fields and IDS' fully automated random access
chemiluminescence platform strengthens our presence in
immunodiagnostics. Our customers will benefit from a broader range
of assays and laboratory diagnostic workflows. We are excited about
these new opportunities and we look forward to welcoming IDS into
the PerkinElmer family following completion of the
transaction."
This summary should be read in conjunction with, and is subject
to, the full text of this Announcement and its Appendices. In
particular, the Acquisition will be subject to the Conditions and
certain further terms set out in Appendix I and to the full terms
and conditions which will be set out in the Scheme Document.
Appendix II contains details of sources of information and bases of
calculation contained in this Announcement. Appendix III contains
certain details relating to the irrevocable undertakings referred
to in this Announcement. Appendix IV contains definitions of
certain terms used in this Announcement.
Enquiries:
PerkinElmer/PerkinElmer UK
Bryan Kipp Tel: +1 781 663
Fara Goldberg 5583
Tel: +1 781 663
5699
Perella Weinberg Partners (Financial adviser to PerkinElmer)
Chris O'Connor Tel: +1 212 287
Matthew Smith 3200
Adnan Choudhury Tel: +44 ( 0)
20 7268 2800
IDS
Jaap Stuut Tel: +44 ( 0)
Paul Martin 191 519 6111
Peel Hunt (Financial adviser, nominated adviser and broker to
IDS)
James Steel Tel: +44 ( 0)
Miles Cox 20 7418 8900
Oliver Jackson
Peel Hunt LLP is providing independent advice to IDS pursuant to
Rule 3 of the Code. Hogan Lovells International LLP is providing
legal advice to PerkinElmer UK and PerkinElmer. Addleshaw Goddard
LLP is providing legal advice to IDS.
Important notices
Perella Weinberg UK Limited ("Perella Weinberg Partners"), which
is authorised and regulated in the United Kingdom by the Financial
Conduct Authority (the "FCA"), is acting exclusively for
PerkinElmer UK and PerkinElmer in connection with the matters set
out in this Announcement and for no one else and will not be
responsible to anyone other than PerkinElmer UK and PerkinElmer for
providing the protections afforded to its clients or for providing
advice in relation to the matters set out in this Announcement.
Neither Perella Weinberg Partners 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 Perella Weinberg Partners in connection with this
Announcement, any statement contained herein or otherwise.
Peel Hunt LLP ("Peel Hunt"), which is authorised and regulated
in the United Kingdom by the FCA, is acting exclusively as
financial adviser, nominated adviser and broker to IDS and no one
else in connection with the matters set out in this Announcement
and will not be responsible to anyone other than IDS for providing
the protections afforded to its clients or for providing advice in
relation to the matters set out in this Announcement. Neither Peel
Hunt 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 Peel Hunt in
connection with this Announcement, any statement contained herein
or otherwise.
Further information
This Announcement is for information purposes only and is not
intended to and does not constitute, or form any part of, an offer
to sell or subscribe for or any invitation to purchase or subscribe
for any securities or the solicitation of any vote or approval in
any jurisdiction pursuant to the Acquisition or otherwise. The
Acquisition will be made solely through the Scheme Document and the
accompanying Forms of Proxy (or, in the event that the Acquisition
is to be implemented by means of a Takeover Offer, the Offer
Document), which will contain the full terms and conditions of the
Acquisition, including details of how to vote in respect of the
Acquisition (or, in the event the Acquisition is to be implemented
by means of a Takeover Offer, accept the Takeover Offer). Any
approval, decision or other response to the Acquisition should be
made only on the basis of the information in the Scheme Document
(or, in the event that the Acquisition is to be implemented by
means of a Takeover Offer, the Offer Document). IDS Shareholders
are strongly advised to read the formal documentation in relation
to the Acquisition once it has been despatched. Each IDS
Shareholder is urged to consult its independent professional
adviser immediately regarding the tax consequences to it (or its
beneficial owners) of the Acquisition.
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 publication of this Announcement shall not
give rise to any implication that there has been no change in the
facts set forth in this Announcement since such date.
This Announcement does not constitute a prospectus or prospectus
equivalent document.
Overseas shareholders
The release, publication or distribution of this Announcement in
or into jurisdictions other than the UK may be restricted by law
and therefore any persons who are subject to the law of any
jurisdiction other than the UK should inform themselves about, and
observe, any applicable legal or regulatory requirements. In
particular, the ability of persons who are not resident in the UK
to vote their IDS Shares at the Court Meeting or General Meeting,
or to appoint another person as proxy to vote at the Court Meeting
or General Meeting on their behalf, may be affected by the laws of
the relevant jurisdictions in which they are located. 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 purpose of complying
with the laws of England and Wales, the AIM Rules 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 and
Wales. Unless otherwise determined by PerkinElmer UK or required by
the Code, and permitted by applicable law and regulation, the
Acquisition will not be made available directly or indirectly in,
into or from a Restricted Jurisdiction where to do so would violate
the laws in that jurisdiction and no person may vote in favour of
the Acquisition by use of mail 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.
Copies of this Announcement and any formal documentation
relating to the Acquisition will not be and must not be, directly
or indirectly, 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, into or from any Restricted Jurisdiction. Doing so
may render invalid any related purported vote in respect of the
Acquisition.
The availability of the Acquisition to IDS Shareholders who are
not resident in the United Kingdom may be affected by the laws of
the relevant jurisdictions in which they are resident. Persons who
are not resident in the United Kingdom should inform themselves of,
and observe, any applicable requirements. Further details in
relation to IDS Shareholders in overseas jurisdictions will be
contained in the Scheme Document.
The Acquisition will be subject to English law and the
jurisdiction of the Court, and the applicable requirements of the
Code, the Takeover Panel, the London Stock Exchange, the AIM Rules
and the FCA.
Additional information for US investors
The Acquisition relates to the shares of a UK company and is
being made by means of a scheme of arrangement provided for under
the laws of England and Wales. The Scheme is not subject to the
proxy solicitation or tender offer rules under the United States
Securities Exchange Act of 1934, as amended. The Scheme will be
subject to disclosure requirements and practices applicable in the
United Kingdom and to schemes of arrangement under the laws of
England and Wales, which are different from the disclosure and
other requirements applicable to a US tender offer. Neither the
United States Securities and Exchange Commission, nor any
securities commission of any state of the United States, has
approved or disapproved any offer, or passed comment upon the
adequacy or completeness of any of the information contained in
this document. Any representation to the contrary is a criminal
offence in the United States.
Financial information relating to IDS included in this
Announcement and the Scheme Document has been or will have been
prepared in accordance with accounting standards applicable in the
United Kingdom that 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.
It may be difficult for US holders of IDS Shares to enforce
their rights and any claims they may have arising under US federal
securities laws in connection with the Acquisition, since IDS is
organised under the laws of a country other than the United States,
and some or all of its officers and directors may be residents of
countries other than the United States, and most of the assets of
IDS are located outside of the United States. US holders of IDS
Shares may not be able to sue a non-US company or its officers or
directors in a non-US court for violations of US federal securities
laws. Further, it may be difficult to compel a non-US company and
its affiliates to subject themselves to a US court's jurisdiction
or judgment.
The receipt of cash consideration by a US holder for the
transfer of its IDS Shares pursuant to the Scheme may be a taxable
transaction for United States federal income tax purposes. Each US
holder is urged to consult its independent professional adviser
immediately regarding the tax consequences of the Acquisition
applicable to it, including under applicable United States state
and local, as well as overseas and other, tax laws.
The Acquisition may, in the circumstances provided for in this
Announcement, instead be carried out by way of a Takeover Offer
under the laws of England and Wales. If PerkinElmer UK exercises,
with the consent of the Takeover Panel, its right to implement the
Acquisition by way of a Takeover Offer instead of the Scheme, such
Takeover Offer will be made in compliance with applicable US tender
offer and other securities laws and regulations, including the
exemptions therefrom. Any Takeover Offer will be made in the United
States by PerkinElmer UK and no one else.
Forward-looking statements
This Announcement may contain certain "forward-looking
statements" with respect to PerkinElmer UK, PerkinElmer or IDS.
These forward-looking statements can be identified by the fact that
they do not relate only to historical or current facts.
Forward-looking statements often use words such as "anticipate",
"target", "expect", "estimate", "intend", "plan", "goal",
"believe", "will", "may", "should", "would", "could" or other words
or terms of similar meaning or the negative thereof.
Forward-looking statements include statements relating to the
following: (i) future capital expenditures, expenses, revenues,
earnings, synergies, economic performance, indebtedness, financial
condition, dividend policy, losses and future prospects; (ii)
business and management strategies and the expansion and growth of
PerkinElmer UK, PerkinElmer or IDS and potential synergies
resulting from the Acquisition; and (iii) the effects of government
regulation on the business of PerkinElmer UK, PerkinElmer or
IDS.
These forward-looking statements involve known and unknown
risks, uncertainties and other factors which may cause actual
results, performance or developments to differ materially from
those expressed in or implied by such forward-looking statements.
These forward-looking statements are based on numerous assumptions
regarding present and future strategies and environments. You are
cautioned not to place undue reliance on such forward-looking
statements, which speak only as of the date hereof. All subsequent
oral or written forward-looking statements attributable to
PerkinElmer UK, PerkinElmer or IDS or any person acting on their
behalf are expressly qualified in their entirety by the cautionary
statement above. Should one or more of these risks or uncertainties
materialise, or should underlying assumptions prove incorrect,
actual results may vary materially from those described in this
Announcement. PerkinElmer UK, PerkinElmer or IDS assume no
obligation to update publicly or revise forward-looking or other
statements contained in this Announcement, whether as a result of
new information, future events or otherwise, except to the extent
legally required.
No profit forecasts or estimates
No statement in this Announcement is intended as a profit
forecast or estimate for any period and no statement in this
Announcement should be interpreted to mean that earnings or
earnings per ordinary share for IDS or PerkinElmer for the current
or future financial years would necessarily match or exceed the
historical published earnings or earnings per ordinary share for
IDS or PerkinElmer.
Right to switch to a Takeover Offer
PerkinElmer UK reserves the right to elect, with the consent of
the Takeover Panel, to implement the Acquisition by way of a
Takeover Offer for the entire issued and to be issued ordinary
share capital of IDS as an alternative to the Scheme. In such an
event, the Takeover Offer will be implemented on the same terms or,
if PerkinElmer UK so decides, on such other terms being no less
favourable (subject to appropriate amendments), so far as
applicable, as those which would apply to the Scheme and subject to
the amendment referred to in Appendix I to this Announcement.
Rule 2.9 disclosures
In accordance with Rule 2.9 of the Code, as at close of business
on the Last Practicable Date , there were 28,784,097 IDS Shares in
issue and admitted to trading on AIM (excluding IDS Shares in
treasury). 39,000 IDS Shares previously held in treasury by the
Company have been cancelled by the Company. As such the number of
IDS Shares held in treasury is 627,078 as at the date hereof. The
ISIN for the IDS Shares is GB00B01YZ052.
Publication on website and availability of hard copies
In accordance with Rule 26.1 of the Code, a copy of this
Announcement will be made available (subject to certain
restrictions relating to persons resident in Restricted
Jurisdictions), free of charge, on PerkinElmer's website at
https://www.perkinelmer.com/corporate/investors/important-disclaimer/index.html
and on IDS' website a t https://www.idsplc.com/investorrelations/
by no later than 12.00 noon 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.
In accordance with Rule 30.3 of the Code, a person so entitled
may request a hard copy of this Announcement, free of charge, by
contacting IDS' registrars, Computershare Investor Services PLC,
during business hours on +44 (0)370 707 1065 or at The Pavilions,
Bridgwater Road, Bristol, BS99 6ZZ. For persons who receive a copy
of this Announcement in electronic form or via a website
notification, a hard copy of this Announcement will not be sent
unless so requested. In accordance with Rule 30.3 of the Code, a
person so entitled may also request that all future documents,
announcements and information to be sent to them in relation to the
Acquisition should be in hard copy form.
Information relating to IDS Shareholders
Please be aware that addresses, electronic addresses and certain
information provided by IDS Shareholders, persons with information
rights and other relevant persons for the receipt of communications
from IDS may be provided to PerkinElmer UK during the Offer Period
as required under section 4 of Appendix 4 of the Code.
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.
Disclosure requirements of the Code
Under Rule 8.3(a) of the 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 p.m. (London time) on the 10th Business Day following the
commencement of the Offer Period and, if appropriate, by no later
than 3.30 p.m. (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 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, 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 p.m. (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 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.
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, accountant or independent financial
adviser duly authorised under FSMA if you are resident in the
United Kingdom or, if not, from another appropriately authorised
independent financial adviser.
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 OF
SUCH JURISDICTION
For immediate release
This announcement contains inside information
17 May 2021
RECOMMED CASH OFFER
for
IMMUNODIAGNOSTIC SYSTEMS HOLDINGS PLC
by
PERKINELMER (UK) HOLDINGS LTD
a wholly-owned subsidiary of
PERKINELMER, INC.
to be effected
by way of a scheme of arrangement
under Part 26 of the Companies Act 2006
1. Introduction
The boards of PerkinElmer, Inc. ("PerkinElmer") and
Immunodiagnostic Systems Holdings PLC ("IDS") are pleased to
announce that they have reached agreement on the terms of a
recommended all cash offer whereby the entire issued and to be
issued ordinary share capital of IDS will be acquired by
PerkinElmer (UK) Holdings Limited ("PerkinElmer UK") (the
"Acquisition").
It is intended that the Acquisition will be implemented by way
of a Court-sanctioned scheme of arrangement under Part 26 of the
Companies Act. PerkinElmer UK reserves the right to elect, with the
consent of the Takeover Panel, to implement the Acquisition by way
of a Takeover Offer for the entire issued and to be issued ordinary
share capital of IDS as an alternative to the Scheme.
Upon completion of the Acquisition IDS will be indirectly
wholly-owned by PerkinElmer.
2. The Acquisition
Under the terms of the Acquisition, which will be subject to the
Conditions and certain further terms set out in Appendix I and to
the full terms and conditions which will be set out in the Scheme
Document, each IDS Shareholder will be entitled to receive:
382 pence in cash per IDS Share
The Acquisition values the entire issued and to be issued
ordinary share capital of IDS at approximately GBP110 million ($155
million), on the basis of a fully diluted share capital of
28,865,469 IDS Shares. This implies an enterprise value of IDS of
approximately GBP88 million ($124 million).
The price of 382 pence in cash per IDS Share represents a
premium of approximately:
-- 49.8 per cent. to the Closing Price of 255 pence per IDS
Share on the Last Practicable Date;
-- 58.1 per cent. to the Volume Weighted Average Price per IDS
Share during the one month period ended on the Last Practicable
Date;
-- 68.2 per cent. to the Volume Weighted Average Price per IDS
Share during the three month period ended on the Last Practicable
Date; and
-- 72.5 per cent. to the Volume Weighted Average Price per IDS
Share during the five year period ended on the Last Practicable
Date.
PerkinElmer UK is a private limited company, which was duly
incorporated in April 1999 under the laws of England and Wales. Its
registered office is Chalfont Road, Seer Green, Beaconsfield,
Buckinghamshire, United Kingdom HP9 2FX. PerkinElmer UK's principal
activity is that of an intermediate holding company and its
subsidiaries are engaged in the development, manufacture and sale
of life science and diagnostic products and services.
The IDS Shares will be acquired by PerkinElmer UK fully paid and
free from all liens, equitable interests, charges, encumbrances,
rights of pre-emption and any other third party rights or interests
whatsoever and together with all rights existing at the date of
this Announcement or thereafter attaching thereto, including
(without limitation) the right to receive and retain, in full, all
dividends and other distributions (if any) declared, made or paid
or any other return of capital (whether by way of reduction of
share capital or share premium account or otherwise) made on or
after the date of this Announcement in respect of the IDS
Shares.
If any dividend or other distribution in respect of the IDS
Shares is declared, paid or made on or after the date of this
Announcement, PerkinElmer UK reserves the right to reduce the
consideration payable for each IDS Share under the terms of the
Acquisition by the amount per IDS Share of such dividend or
distribution. In such circumstances, IDS Shareholders will be
entitled to receive and retain any such dividend or other
distribution.
3. Recommendation
The IDS Directors, who have been so advised by Peel Hunt as to
the financial terms of the Acquisition, consider the terms of the
Acquisition to be fair and reasonable. In providing its advice to
the IDS Directors, Peel Hunt has taken into account the commercial
assessments of the IDS Directors. Peel Hunt is providing
independent financial advice to the IDS Directors for the purposes
of Rule 3 of the Code.
Accordingly, the IDS Directors intend to recommend unanimously
that Scheme Shareholders vote or procure votes in favour of the
Scheme at the Court Meeting and that IDS Shareholders vote or
procure votes in favour of the Resolutions to be proposed at the
General Meeting, as the IDS Directors have irrevocably undertaken
to do in respect of their own beneficial holdings (or to procure in
respect of the holdings of certain persons connected with them) of
136,633 IDS Shares (representing, in aggregate, approximately 0.47
per cent. of the IDS Shares in issue on the Last Practicable
Date).
4. Background to and reasons for the Acquisition
PerkinElmer is a global leader in the life sciences and
diagnostics industry offering a broad portfolio of products,
services and solutions for the diagnostics, life sciences, food and
applied markets. PerkinElmer is focused on serving attractive end
markets, improving its product mix, enhancing geographic reach and
strengthening its technological capabilities. PerkinElmer believes
the acquisition of IDS is a direct investment into high-growth,
complementary areas that will enable PerkinElmer to better address
evolving market needs in the future.
IDS is a specialist producer of manual and automated diagnostic
testing kits and instruments for the clinical and research markets.
The Company develops, manufactures and markets innovative
immunoassays and automated immunoanalyser technologies to provide
improved diagnostic outcomes for patients. IDS' immunoassay
portfolio is a combination of an endocrinology specialty testing
menu and assay panels in complementary fields. IDS has
manufacturing sites in the UK, Belgium, Italy and France. Customers
are served via a direct sales and customer/technical support
presence in the UK, France, Germany, the US and Brazil, with other
territories being served through third-party distributors. Founded
in 1977, IDS' shares were admitted to trading on AIM in 2004.
The discussions between PerkinElmer and IDS have confirmed
PerkinElmer's belief that a combination of IDS and PerkinElmer
would bring clear strategic and financial benefits. In
particular:
-- IDS' innovative technologies and capabilities complement
PerkinElmer's overall diagnostics business and specifically its
immunodiagnostics segment;
-- a combination of IDS' best-in-class chemiluminescence
products in the field of endocrinology and autoimmunity with
PerkinElmer's existing suite of immunoassays would position the
Combined Group as a premier player in immunodiagnostics, offering
unique and synergistic solutions to mutual customers of both
standalone businesses;
-- PerkinElmer's strong global infrastructure and channel
presence within autoimmunity and infectious disease testing would
also expand IDS' ability to serve a broader customer base and
accelerate the global growth profile of the portfolio;
-- PerkinElmer believes that IDS is attractively positioned in
markets that are expected to grow at a high single digit annual
growth rate in the medium-term;
-- PerkinElmer places great value on IDS' talented employee base
and believes that overall the opportunities for IDS staff should be
enhanced by being part of a better capitalised group with greater
scale and complementary capabilities; and
-- PerkinElmer believes that a combination of PerkinElmer's and
IDS' complementary capabilities together with PerkinElmer's global
channel access and commitment to further investment, should
accelerate the growth of the Combined Group and provide compelling
opportunities for all stakeholders, including customers, employees
and senior management.
Over its long history, PerkinElmer has built a strong track
record of successfully integrating and scaling acquired global
businesses, and thereby providing customers with the added benefits
of a broader and more integrated offering. Consequently,
PerkinElmer believes that it is the most suitable owner of IDS over
the long-term and well positioned to deliver on the considerable
commercial, operational and financial benefits which a combination
would give rise to.
Accordingly, PerkinElmer has decided to make this cash offer at
a price which fully reflects IDS' intrinsic value and PerkinElmer
believes the Acquisition provides a compelling opportunity for IDS
Shareholders to realise the full value of their investment in cash
at a substantial upfront premium to the prevailing share price of
the IDS Shares. Meanwhile, PerkinElmer is confident that the
Acquisition will enhance the economic value of PerkinElmer and
deliver long-term shareholder value. PerkinElmer expects the
Acquisition to be modestly accretive to non-GAAP earnings in year
one following completion. For the avoidance of doubt, this
statement does not constitute a profit forecast under Rule 28 of
the Code.
PerkinElmer welcomes the IDS board's support for the Acquisition
and the proposed unanimous recommendation from the IDS Directors to
the Scheme Shareholders to vote or procure votes in favour of the
Scheme and the Resolutions to be proposed at the Court Meeting and
the General Meeting respectively.
5. Background to and reasons for the IDS Directors' recommendation
IDS is a specialist producer of manual and automated diagnostic
testing kits and instruments for the clinical and research markets.
Following a period of strong growth, around ten years ago the level
of competition in the vitamin D assay market, which had been a very
significant area of focus for IDS, increased markedly which
severely impacted IDS' growth and profitability.
As a result, IDS undertook a range of strategic initiatives in
order to diversify its revenue streams away from vitamin D testing
and ultimately return it to growth. IDS saw success with this
strategy and it returned to revenue growth in both financial years
ended March 2019 and 2020 driven, in part, by menu expansion
(especially in the area of specialty assays) and improving
instrument placements.
More recently however, the financial results in the first half
of the financial year ending March 2021 were adversely impacted by
the Covid-19 pandemic, which led to reduced levels of routine
diagnostic testing. However, the business recovered strongly in the
second half of the 2020/2021 financial year. The IDS Directors are
confident that, once the Covid-19 pandemic has passed, IDS can
return to growth and generate sustained and attractive returns but
recognises that there are risks to, as well as uncertainty around,
the timing and the delivery of this improved outlook.
Notwithstanding this confidence in IDS' standalone prospects,
the IDS Directors recognise the benefits of scale when operating in
a global competitive market. The opportunity to leverage
PerkinElmer's strong global infrastructure and channel presence
within autoimmunity and infectious disease testing would expand
IDS' ability to serve a broader customer base and accelerate the
global growth profile of its assay portfolio.
The IDS Directors also recognise that the Acquisition represents
a material premium over IDS' share price and provides an immediate
opportunity for Scheme Shareholders to realise, in cash, the value
of their holdings, particularly in the context of IDS' relative
lack of liquidity as a small cap publicly quoted company. The
Acquisition represents a premium of approximately 72.5 per cent. to
the Volume Weighted Average Price per IDS Share during the five
year period ended on the Last Practicable Date.
Therefore, after careful consideration, the IDS Directors
believe the terms of the Acquisition are in the best interests of
IDS Shareholders and IDS as a whole. As such, the IDS Directors
unanimously intend to recommend that Scheme Shareholders vote, or
procure the vote, in favour of the Scheme at the Court Meeting and
that IDS Shareholders vote, or procure the vote, in favour of the
Resolutions to be proposed at the General Meeting.
The IDS Directors also believe the Acquisition is in the best
interest of the employees and management of IDS as it will ensure
IDS is able to leverage the resources available from being part of
a major multinational organisation to drive discovery, development
and sales of both our automated and manual product lines. This
increased growth, and the additional resources IDS will have access
to as a result of being part of the PerkinElmer Group, should allow
IDS to accelerate our rate of innovation, which will in turn
provide more diverse career development opportunities for our
teams.
6. Conditions
The Acquisition will be conditional, amongst other things,
upon:
(i) the Scheme becoming Effective on or before 11.59 p.m. on the Long Stop Date;
(ii) the approval of the Scheme by a majority in number of the
Scheme Shareholders entitled to vote and present and voting, either
in person (physically or virtually) or by proxy, at the Court
Meeting representing not less than 75 per cent. in value of the
Scheme Shares (or at any adjournment, postponement or reconvention
of such meeting) on or before the 22nd day after the expected date
of the Court Meeting to be set out in the Scheme Document in due
course (or such later date, if any, as may be agreed between
PerkinElmer UK and IDS and the Court may allow);
(iii) the passing of the Resolutions by the requisite majority
of the IDS Shareholders at the General Meeting to be held on or
before the 22nd day after the expected date of the General Meeting
to be set out in the Scheme Document in due course (or such later
date, if any, as PerkinElmer UK and IDS may agree and the Court may
allow); and
(iv) the sanction of the Scheme by the Court on or before the
22nd day after the expected date of the Court Hearing to be set out
in the Scheme Document in due course (or such later date, if any,
as may be agreed between PerkinElmer UK and IDS and the Court may
allow) and the delivery of a copy of the Court Order to the
Registrar of Companies.
The attention of IDS Shareholders is drawn to the fact that the
Acquisition will also be conditional on other Conditions and
certain further terms set out in Appendix I and to the full terms
and conditions which will be set out in the Scheme Document.
It is expected that the Scheme Document, along with the notice
of the Court Meeting and the General Meeting and the Forms of
Proxy, will be published within 28 days of the date of this
Announcement (or on such later date as may be agreed by the
Takeover Panel).
7. Irrevocable undertakings
PerkinElmer UK has received irrevocable undertakings to vote or
procure votes in favour of the Scheme at the Court Meeting and the
Resolutions to be proposed at the General Meeting (or, if
PerkinElmer UK exercises, with the consent of the Takeover Panel,
its right to implement the Acquisition by way of Takeover Offer, to
accept such offer) from:
-- all of the IDS Directors who hold IDS Shares in respect of
their entire beneficial holdings of IDS Shares (and the holdings of
certain persons connected with them), amounting, in aggregate, to
136,633 IDS Shares (representing, in aggregate, approximately 0.47
per cent. of the IDS Shares in issue on the Last Practicable Date);
and
-- Forum Venture Capital GmbH, Forum European Smallcaps GmbH,
Shareholder Value Management AG, Shareholder Value Beteiligungen
AG, Frankfurter Aktienfonds für Stiftungen and Frankfurter Value
Focus Fund in respect of their entire beneficial holdings of IDS
Shares, amounting, in aggregate, to 16,537,560 IDS Shares
(representing, in aggregate, approximately 57.45 per cent. of the
IDS Shares in issue on the Last Practicable Date).
Therefore, as at the date of this Announcement, PerkinElmer UK
has received irrevocable undertakings in respect of a total of
16,674,193 IDS Shares (representing approximately 57.93 per cent.
of the IDS Shares in issue on the Last Practicable Date).
Further details of the irrevocable undertakings received by
PerkinElmer UK are set out in Appendix III to this
Announcement.
8. Information on PerkinElmer
PerkinElmer, a multinational corporation headquartered in the
United States, is listed on the New York Stock Exchange and is a
component of the S&P 500 Index. PerkinElmer is a leading
provider of products, services and solutions for the diagnostics,
life sciences, food and applied markets.
PerkinElmer's innovative detection, discovery and development,
cell imaging, informatics, and service capabilities, combined with
deep market knowledge and expertise, help scientists support
healthier families, improve the quality of life, and sustain the
wellbeing and longevity of people globally. PerkinElmer today
operates through two segments:
-- Discovery & Analytical Solutions: serving the life
sciences and applied markets by providing a comprehensive portfolio
of technologies to help researchers better understand disease and
develop treatments, as well as enabling scientists to detect,
monitor and manage contaminants and toxic chemicals that impact our
environment and food supply; and
-- Diagnostics: offering instruments, reagents, assay platforms,
and software to hospitals, medical labs, clinicians and medical
research professions with a focus on reproductive health, emerging
molecular and immuno-diagnostics, and applied genomics.
PerkinElmer is headquartered in Waltham, Massachusetts. As at 3
January 2021, PerkinElmer employed approximately 14,000 people
helping to serve customers in more than 190 countries and reported
turnover of approximately $3.8 billion for the fiscal year ending 3
January 2021.
9. Information on IDS
IDS is a specialist producer of manual and automated diagnostic
testing kits and instruments for the clinical and research markets.
IDS develops, manufactures and markets innovative immunoassays and
automated immunoanalyser technologies to provide improved
diagnostic outcomes for patients. IDS' immunoassay portfolio is a
combination of an endocrinology specialty testing menu, a
comprehensive autoimmune disease testing menu, and assay panels in
complementary fields. IDS' instrument platforms, the IDS-iSYS and
IDS-i10 multi-discipline automated systems, which are manufactured
and developed in-house, aim to improve laboratory efficiency for
IDS' customers through automated random access technology.
IDS is headquartered in Boldon Colliery, Tyne and Wear, UK with
offices in Europe, the USA and a sales office in Brazil. The IDS
Shares are admitted to trading on AIM under the ticker IDH.
10. IDS Share Plans
In line with IDS' usual annual practice, IDS intends to make
certain further grants of options under the IDS Executive Share
Option Scheme upon or following the date of this Announcement, over
a total of 37,800 IDS Shares, in respect of the financial year
ended 31 March 2021.
Appropriate proposals in accordance with Rule 15 of the Code
will be made to participants in the IDS Share Plans.
Details of these proposals will be set out in separate letters
to be sent to participants, which will be sent at the same time as
the Scheme Document is published, or as soon as possible
thereafter.
11. Financing
PerkinElmer UK will finance the cash consideration payable to
IDS Shareholders pursuant to the Acquisition from its existing cash
resources.
Perella Weinberg Partners, as financial adviser to PerkinElmer
UK, is satisfied that sufficient cash resources are available to
PerkinElmer UK to enable it to satisfy in full the cash
consideration payable to IDS Shareholders in connection with the
Acquisition.
12. Management, employees and locations of the IDS Group
The PerkinElmer Directors and the IDS Directors believe that the
combination of IDS and PerkinElmer will bring each other a number
of benefits, with IDS' leading chemiluminescence products in the
field of endocrinology highly complementary to PerkinElmer's
existing suite of immunoassays, positioning the Combined Group as a
premier player in immunodiagnostics.
Prior to this Announcement, PerkinElmer reviewed certain IDS
information for the purposes of conducting a confirmatory due
diligence exercise. As is customary, PerkinElmer, to date, has only
been provided with limited access to information relating to IDS,
its employees, management, businesses and operations. As a result,
its assessment of potential synergy opportunities (as detailed
below) for the Combined Group is based on its own outside-in
perspectives, industry benchmarks and publicly available
information.
However, if the Acquisition completes, PerkinElmer intends to
undertake a detailed strategic review of the IDS business,
including in relation to its assets, strategies and operations, in
order to determine how best to realise the benefits of a
combination and to formulate an appropriate integration plan. This
strategic review and integration planning is expected to be carried
out promptly following the completion of the Acquisition; however,
there are no plans to materially change the strategic direction of
IDS.
Notwithstanding the above and whilst cost synergies are not the
primary motivation for the Acquisition, PerkinElmer has identified
areas of potential cost synergies, including:
-- cost savings in areas where there may be an overlap of
functions, initially expected to be generated through consolidation
of those corporate functions associated with IDS' current public
company and investor relations activities; and
-- reductions in costs achieved through likely synergies,
primarily as a result of overall economies of scale related to
third party spend on logistics, procurement and laboratory based
items.
These synergies, which are preliminary in nature and subject to
the outcome of the strategic review, are expected to accrue as a
direct result of the Acquisition and could not be achieved
independently of the Acquisition.
PerkinElmer does not envisage making any substantial changes to
the locations of IDS' manufacturing footprint in the UK or
globally. In addition, PerkinElmer recognises the importance of
innovation to IDS' business and intends to maintain investment in
research and development and retain key locations of research and
development in the UK and globally in order to ensure that IDS
remains at the forefront of developments in in-vitro
diagnostics.
Employees and employment rights
PerkinElmer plans to fully observe, following completion of the
Acquisition, the contractual and statutory employment rights,
including in relation to pensions, of all IDS employees in
accordance with applicable law. PerkinElmer does not intend to make
any material changes to the conditions of employment of the
employees of IDS or its subsidiaries, other than to ensure the
conditions of employment remain competitive.
IDS operates a number of defined contribution pension schemes in
the UK and internationally which do not fall under the scope of
Rule 24.2 of the Code. In Belgium, IDS operates a defined
contribution scheme, albeit this scheme covers a defined benefit
obligation supported by an insurance product. At its last actuarial
valuation as at 31 December 2020, this scheme had an immaterial
funding deficit. PerkinElmer does not intend to make any changes to
the current employer contribution or insurance arrangements, the
accrual of benefits for existing members or the rights of admission
of new members.
Completion of the aforementioned strategic review and an
assessment of potential alterations to the structure and/or
management of the IDS Group, may lead to changes in the composition
and/or functions of central, divisional or local management.
Specific proposals have not yet been formulated, other than a
limited reduction in headcount in areas such as those supporting
IDS' status as a publicly quoted company. Any headcount reductions
are expected to be insignificant. However, except as set out above
and subject to the outcome of the strategic review, PerkinElmer
does not intend to alter the balance of skills and functions of
management and employees.
PerkinElmer believes that the ongoing participation of senior
management of IDS is very important to the continued success of the
Combined Group. Therefore, proposals regarding incentivisation
arrangements for management and employees of IDS may be considered
as part of the integration review, following completion of the
Acquisition. However, no discussions related to such
incentivisation arrangements have yet taken place nor will take
place until after completion.
On completion of the Acquisition, it is intended that the
current non-executive directors of IDS will resign.
Headquarters and locations
On completion of the Acquisition, PerkinElmer will maintain IDS'
registered headquarters in Boldon Colliery, Tyne and Wear, UK.
Given it is intended that admission of the IDS Shares to trading on
AIM will be cancelled, and IDS will be re-registered as a private
limited company shortly following completion of the Acquisition,
the functional role of IDS' registered headquarters in Boldon
Colliery may be partly altered due to IDS no longer being a
publicly quoted company.
PerkinElmer intends to leverage the Combined Group's global
presence, which may potentially result in the consolidation of
minor administrative offices where feasible in order to reduce
property expenses, and to enable colleagues to work more closely
together. However, it has not been decided which specific locations
may be impacted, if any. The Combined Group will continue to focus
on remaining close to its clients across the UK and is expected to
maintain a UK presence.
Other than as described above, PerkinElmer has no intention of
redeploying IDS' existing material fixed assets or of effecting a
material change to the overall footprint of the business.
Trading Facilities
If the Acquisition completes, PerkinElmer's intention is to seek
to cancel the admission to trading on AIM of the IDS Shares, as
further described at paragraph 16 below.
No statements in this paragraph 12 constitute "post-offer
undertakings" for the purposes of Rule 19.5 of the Code.
13. Dividends
If any dividend or other distribution in respect of the IDS
Shares is declared, paid or made on or after the date of this
Announcement, PerkinElmer UK reserves the right to reduce the
consideration payable for each IDS Share under the terms of the
Acquisition by the amount per IDS Share of such dividend or
distribution. In such circumstances, IDS Shareholders will be
entitled to receive and retain any such dividend or other
distribution.
14. Offer-related arrangements
Confidentiality Agreement
PerkinElmer and IDS entered into a confidentiality agreement
dated 16 March 2021 (the "Confidentiality Agreement") pursuant to
which PerkinElmer has undertaken to keep confidential information
relating to IDS and not to disclose it to third parties (other than
to permitted disclosees) unless required by law or regulation.
These confidentiality obligations shall remain in force for a
period of two years from the date of the Confidentiality Agreement.
The Confidentiality Agreement also includes customary
non-solicitation and standstill obligations on PerkinElmer.
Co-operation Agreement
PerkinElmer UK and IDS entered into a co-operation agreement on
the date of this Announcement (the "Co-operation Agreement"),
pursuant to which PerkinElmer UK and IDS have agreed to certain
undertakings to co-operate and provide each other with reasonable
information, assistance and access in relation to the filings,
submissions and notifications to be made in relation to any
regulatory clearances and authorisations (if any) that may be
required in connection with the Acquisition.
The Co-operation Agreement records PerkinElmer UK's and IDS'
intention to implement the Acquisition by way of the Scheme,
subject to the ability of PerkinElmer UK to proceed by way of a
Takeover Offer which is subject to obtaining the consent of the
Takeover Panel, if required.
The Co-operation Agreement shall terminate with immediate effect
if PerkinElmer UK and IDS so agree in writing. In addition, the
Co-operation Agreement shall terminate if, inter alia (i) the IDS
Directors withdraw, adversely modify or adversely qualify their
recommendation of the Acquisition, (ii) the Scheme is withdrawn or
lapses (other than where such lapse or withdrawal is a result of
the exercise, with the consent of the Takeover Panel, of a right to
switch to a Takeover Offer or is in connection with PerkinElmer UK
implementing the Acquisition by a different scheme on substantially
the same or improved terms and an announcement under Rule 2.7 of
the Code is made in respect thereof), (iii) (save where IDS and
PerkinElmer UK otherwise agree in writing) the Scheme does not
become Effective by the Long Stop Date, or (iv) written notice is
served by or on behalf of PerkinElmer UK or IDS where (x) a third
party announces a firm intention to make an offer for IDS which is
recommended by the IDS Directors and becomes effective or is
declared unconditional in all respects; or (y) a Condition (other
than a Condition set out in paragraph 1 of Part A of Appendix I to
this Announcement) becomes incapable of satisfaction or is invoked
(with the permission of the Takeover
Panel) so as to cause the Acquisition not to proceed.
The Co-operation Agreement also contains provisions that will
apply in respect of the IDS Share Plans.
15. Structure of the Acquisition
Scheme
The Acquisition will be effected by a Court-sanctioned scheme of
arrangement between IDS and the Scheme Shareholders under Part 26
of the Companies Act. The purpose of the Scheme is to provide for
PerkinElmer UK to become the owner of the entire issued and to be
issued ordinary share capital of IDS. Under the Scheme, the
Acquisition will be achieved by the:
(a) transfer of the Scheme Shares held by Scheme Shareholders to
PerkinElmer UK in consideration for which the Scheme Shareholders
will receive cash consideration pursuant to the Scheme; and
(b) passing of the Resolutions at the General Meeting (including
amendments to IDS' Articles to ensure that any IDS Shares issued
(or Treasury Shares transferred by IDS to any other person) between
the approval of the Resolutions at the General Meeting and the
Scheme Record Time will be subject to the Scheme and that any IDS
Shares issued (or Treasury Shares transferred by IDS to any other
person) after the Scheme Record Time will automatically be acquired
by PerkinElmer UK).
Approval by Court Meeting and General Meeting
To become Effective, the Scheme requires, amongst other
things:
(a) the approval of a majority in number of the Scheme
Shareholders entitled to vote and who vote, representing not less
than 75 per cent. in value of the Scheme Shares voted, either in
person (physically or virtually) or by proxy, at the Court Meeting;
and
(b) the passing of the Resolutions by the requisite majority of
the IDS Shareholders entitled to vote and who vote, either in
person (physically or virtually) or by proxy, at the General
Meeting (to be held directly after the Court Meeting).
Application to Court to sanction the Scheme
Once the Scheme has been approved at the Court Meeting and
Resolutions have been passed at the General Meeting, and the other
Conditions have been satisfied or (where applicable) waived, the
Scheme must be sanctioned by the Court at the Court Hearing.
The Scheme will become Effective in accordance with its terms on
delivery of a copy of the Court Order to the Registrar of
Companies. Upon the Scheme becoming Effective, it will be binding
on all Scheme Shareholders, irrespective of whether or not they
attended (physically or virtually) or voted (in person or by proxy)
at the Court Meeting or General Meeting, or whether they voted in
favour of or against the Scheme.
Full details of the Scheme to be set out in the Scheme
Document
The Scheme Document will include full details of the Scheme,
including the expected timetable and the action to be taken by IDS
Shareholders. The Scheme will be governed by the laws of England
and Wales and will be subject to the applicable requirements of the
Code, the Takeover Panel, the AIM Rules, the London Stock Exchange
and the FCA.
It is expected that the Scheme Document, along with the notice
of the Court Meeting and the General Meeting and the Forms of
Proxy, will be published within 28 days of the date of this
Announcement (or on such later date as may be agreed by the
Takeover Panel). Subject to certain restrictions relating to
persons resident in Restricted Jurisdictions, the Scheme Document
will also be made available on PerkinElmer's website at
https://www.perkinelmer.com/corporate/investors/important-disclaimer/index.html
and on IDS' website at https://www.idsplc.com/investorrelations/
.
At this stage, subject to the satisfaction or waiver of the
Conditions and certain further terms set out in Appendix I,
PerkinElmer UK and IDS currently expect the Acquisition to become
Effective in early Q3 2021.
If the Scheme does not become Effective on or before the Long
Stop Date (or such later date as PerkinElmer UK and IDS may, with
the consent of the Takeover Panel and, if required, the Court,
agree) it will lapse and the Acquisition will not proceed (unless
the Takeover Panel otherwise consents).
Right to switch to a Takeover Offer
PerkinElmer UK reserves the right to elect, with the consent of
the Takeover Panel and subject to the terms of the Co-operation
Agreement, to implement the Acquisition by way of a Takeover Offer
for the entire issued and to be issued ordinary share capital of
IDS as an alternative to the Scheme. In such an event, the Takeover
Offer will be implemented on the same terms or, if PerkinElmer UK
so decides, on such other terms being no less favourable (subject
to appropriate amendments), so far as applicable, as those which
would apply to the Scheme and subject to the amendments referred to
in paragraph 6 of Part B of Appendix I to this Announcement.
Further, in such circumstances, if sufficient acceptances of the
Takeover Offer are received and/or sufficient IDS Shares are
otherwise acquired, it is the intention of PerkinElmer to apply the
provisions of Chapter 3 of Part 28 of the Companies Act to acquire
compulsorily the remaining IDS Shares in respect of which the
Takeover Offer has not been accepted.
16. Cancellation of admission to trading on AIM and re-registration of IDS
Prior to the Scheme becoming Effective, an application will be
made to the London Stock Exchange for the admission of the IDS
Shares to trading on AIM to be cancelled shortly after the
Effective Date. The last day of dealings in, and for registration
of transfers of, IDS Shares is expected to be the Business Day
immediately prior to the Effective Date and no transfers will be
registered after 6.00 p.m. on that day. On the Effective Date, IDS
will become an indirectly wholly-owned subsidiary of PerkinElmer
and share certificates held by Scheme Shareholders in respect of
the Scheme Shares will cease to be valid and should be destroyed.
In addition, entitlements to IDS Shares held in CREST will be
cancelled on the Effective Date.
It is also intended that shortly after the Effective Date, IDS
will be re-registered as a private limited company under the
relevant provisions of the Companies Act.
17. Disclosure of interests in IDS
As at the close of business on the Last Practicable Date, save
for the irrevocable undertakings referred to in paragraphs 3
(Recommendation) and 7 (Irrevocable undertakings) above, none of
PerkinElmer UK or any director of PerkinElmer UK or, so far as
PerkinElmer UK is aware, any person acting, or deemed to be acting,
in concert with PerkinElmer UK:
(a) had an interest in, or right to subscribe for, relevant securities of IDS;
(b) had any short position in (whether conditional or absolute
and whether in the money or otherwise), including any short
position under a derivative, any agreement to sell or any delivery
obligation or right to require another person to purchase or take
delivery of, relevant securities of IDS;
(c) had procured an irrevocable commitment or letter of intent
to accept the terms of the Acquisition in respect of relevant
securities of IDS; or
(d) had borrowed or lent, or was party to any dealing
arrangement of the kind referred to in Note 11 on the definition of
acting in concert in the Code, in relation to relevant securities
of IDS.
Furthermore, save for the irrevocable undertakings described in
paragraph 7 (Irrevocable undertakings) above, no arrangement exists
between PerkinElmer UK or IDS or a person acting in concert with
PerkinElmer UK or IDS in relation to IDS Shares. For these
purposes, an "arrangement" includes any indemnity or option
arrangement, any agreement or any understanding, formal or
informal, of whatever nature, relating to IDS Shares which may be
an inducement to deal or refrain from dealing in such
securities.
18. Overseas shareholders
The availability of the Acquisition and the distribution of this
Announcement to IDS Shareholders who are not resident in the United
Kingdom may be affected by the laws of the relevant jurisdiction.
Such persons should inform themselves of, and observe, any
applicable legal or regulatory requirements of their jurisdiction.
IDS Shareholders who are in any doubt regarding such matters should
consult an appropriate independent professional adviser in the
relevant jurisdiction without delay.
This Announcement does not constitute an offer for sale of any
securities or an offer or an invitation to purchase any securities.
IDS Shareholders are advised to read the Scheme Document and
related Forms of Proxy carefully once they have been
despatched.
19. General
The Acquisition will be subject to the Conditions and certain
further terms set out in Appendix I and to the full terms and
conditions which will be set out in the Scheme Document and Forms
of Proxy. It is expected that the Scheme Document, along with the
notice of the Court Meeting and the General Meeting and the Forms
of Proxy will be published within 28 days of the date of this
Announcement (or on such later date as may be agreed by the
Takeover Panel).
Perella Weinberg Partners and Peel Hunt have each given and not
withdrawn their consent to the inclusion in this Announcement of
the references to their names in the form and context in which they
appear.
Appendix II contains details of sources of information and bases
of calculations contained in this Announcement. Appendix III
contains certain details relating to the irrevocable undertakings
referred to in this Announcement. Appendix IV contains definitions
of certain terms used in this Announcement.
20. Documents available on website
Copies of this Announcement and the following documents will, by
no later than 12.00 noon on the Business Day following the date of
this Announcement, be made available on PerkinElmer's website at
https://www.perkinelmer.com/corporate/investors/important-disclaimer/index.html
and on IDS' website at
https://www.idsplc.com/investorrelations/ until the end of the Offer Period:
-- the irrevocable undertakings referred to in paragraph 7
(Irrevocable undertakings) and described in Appendix III to this
Announcement;
-- the Confidentiality Agreement referred to in paragraph 14 (Offer-related arrangements);
-- the Co-operation Agreement referred to in paragraph 14 (Offer-related arrangements);
-- the consent letter of Perella Weinberg Partners; and
-- the consent letter of Peel Hunt.
Enquiries:
PerkinElmer/PerkinElmer UK
Bryan Kipp Tel: +1 781 663
Fara Goldberg 5583
Tel: +1 781 663
5699
Perella Weinberg Partners (Financial adviser to PerkinElmer)
Chris O'Connor Tel: +1 212 287
Matthew Smith 3200
Adnan Choudhury Tel: +44 ( 0)
20 7268 2800
IDS
Jaap Stuut Tel: +44 ( 0)
Paul Martin 191 519 6111
Peel Hunt (Financial adviser, nominated adviser and broker to
IDS)
James Steel Tel: +44 ( 0)
Miles Cox 20 7418 8900
Oliver Jackson
Peel Hunt LLP is providing independent advice to IDS pursuant to
Rule 3 of the Code. Hogan Lovells International LLP is providing
legal advice to PerkinElmer UK and PerkinElmer. Addleshaw Goddard
LLP is providing legal advice to IDS.
Important notices
Perella Weinberg UK Limited ("Perella Weinberg Partners"), which
is authorised and regulated in the United Kingdom by the Financial
Conduct Authority (the "FCA"), is acting exclusively for
PerkinElmer UK and PerkinElmer in connection with the matters set
out in this Announcement and for no one else and will not be
responsible to anyone other than PerkinElmer UK and PerkinElmer for
providing the protections afforded to its clients or for providing
advice in relation to the matters set out in this Announcement.
Neither Perella Weinberg Partners 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 Perella Weinberg Partners in connection with this
Announcement, any statement contained herein or otherwise.
Peel Hunt LLP ("Peel Hunt"), which is authorised and regulated
in the United Kingdom by the FCA, is acting exclusively as
financial adviser, nominated adviser and broker to IDS and no one
else in connection with the matters set out in this Announcement
and will not be responsible to anyone other than IDS for providing
the protections afforded to its clients or for providing advice in
relation to the matters set out in this Announcement. Neither Peel
Hunt 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 Peel Hunt in
connection with this Announcement, any statement contained herein
or otherwise.
Further information
This Announcement is for information purposes only and is not
intended to and does not constitute, or form any part of, an offer
to sell or subscribe for or any invitation to purchase or subscribe
for any securities or the solicitation of any vote or approval in
any jurisdiction pursuant to the Acquisition or otherwise. The
Acquisition will be made solely through the Scheme Document and the
accompanying Forms of Proxy (or, in the event that the Acquisition
is to be implemented by means of a Takeover Offer, the Offer
Document), which will contain the full terms and conditions of the
Acquisition, including details of how to vote in respect of the
Acquisition (or, in the event the Acquisition is to be implemented
by means of a Takeover Offer, accept the Takeover Offer). Any
approval, decision or other response to the Acquisition should be
made only on the basis of the information in the Scheme Document
(or, in the event that the Acquisition is to be implemented by
means of a Takeover Offer, the Offer Document). IDS Shareholders
are strongly advised to read the formal documentation in relation
to the Acquisition once it has been despatched. Each IDS
Shareholder is urged to consult its independent professional
adviser immediately regarding the tax consequences to it (or its
beneficial owners) of the Acquisition.
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 publication of this Announcement shall not
give rise to any implication that there has been no change in the
facts set forth in this Announcement since such date.
This Announcement does not constitute a prospectus or prospectus
equivalent document.
Overseas shareholders
The release, publication or distribution of this Announcement in
or into jurisdictions other than the UK may be restricted by law
and therefore any persons who are subject to the law of any
jurisdiction other than the UK should inform themselves about, and
observe, any applicable legal or regulatory requirements. In
particular, the ability of persons who are not resident in the UK
to vote their IDS Shares at the Court Meeting or General Meeting,
or to appoint another person as proxy to vote at the Court Meeting
or General Meeting on their behalf, may be affected by the laws of
the relevant jurisdictions in which they are located. 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 purpose of complying
with the laws of England and Wales, the AIM Rules 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 and
Wales. Unless otherwise determined by PerkinElmer UK or required by
the Code, and permitted by applicable law and regulation, the
Acquisition will not be made available directly or indirectly in,
into or from a Restricted Jurisdiction where to do so would violate
the laws in that jurisdiction and no person may vote in favour of
the Acquisition by use of mail 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.
Copies of this Announcement and any formal documentation
relating to the Acquisition will not be and must not be, directly
or indirectly, 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, into or from any Restricted Jurisdiction. Doing so
may render invalid any related purported vote in respect of the
Acquisition.
The availability of the Acquisition to IDS Shareholders who are
not resident in the United Kingdom may be affected by the laws of
the relevant jurisdictions in which they are resident. Persons who
are not resident in the United Kingdom should inform themselves of,
and observe, any applicable requirements. Further details in
relation to IDS Shareholders in overseas jurisdictions will be
contained in the Scheme Document.
The Acquisition will be subject to English law and the
jurisdiction of the Court, and the applicable requirements of the
Code, the Takeover Panel, the London Stock Exchange, the AIM Rules
and the FCA.
Additional information for US investors
The Acquisition relates to the shares of a UK company and is
being made by means of a scheme of arrangement provided for under
the laws of England and Wales. The Scheme is not subject to the
proxy solicitation or tender offer rules under the United States
Securities Exchange Act of 1934, as amended. The Scheme will be
subject to disclosure requirements and practices applicable in the
United Kingdom and to schemes of arrangement under the laws of
England and Wales, which are different from the disclosure and
other requirements applicable to a US tender offer. Neither the
United States Securities and Exchange Commission, nor any
securities commission of any state of the United States, has
approved or disapproved any offer, or passed comment upon the
adequacy or completeness of any of the information contained in
this document. Any representation to the contrary is a criminal
offence in the United States.
Financial information relating to IDS included in this
Announcement and the Scheme Document has been or will have been
prepared in accordance with accounting standards applicable in the
United Kingdom that 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.
It may be difficult for US holders of IDS Shares to enforce
their rights and any claims they may have arising under US federal
securities laws in connection with the Acquisition, since IDS is
organised under the laws of a country other than the United States,
and some or all of its officers and directors may be residents of
countries other than the United States, and most of the assets of
IDS are located outside of the United States. US holders of IDS
Shares may not be able to sue a non-US company or its officers or
directors in a non-US court for violations of US federal securities
laws. Further, it may be difficult to compel a non-US company and
its affiliates to subject themselves to a US court's jurisdiction
or judgment.
The receipt of cash consideration by a US holder for the
transfer of its IDS Shares pursuant to the Scheme may be a taxable
transaction for United States federal income tax purposes. Each US
holder is urged to consult its independent professional adviser
immediately regarding the tax consequences of the Acquisition
applicable to it, including under applicable United States state
and local, as well as overseas and other, tax laws.
The Acquisition may, in the circumstances provided for in this
Announcement, instead be carried out by way of a Takeover Offer
under the laws of England and Wales. If PerkinElmer UK exercises,
with the consent of the Takeover Panel, its right to implement the
Acquisition by way of a Takeover Offer instead of the Scheme, such
Takeover Offer will be made in compliance with applicable US tender
offer and other securities laws and regulations, including the
exemptions therefrom. Any Takeover Offer will be made in the United
States by PerkinElmer UK and no one else.
Forward-looking statements
This Announcement may contain certain "forward-looking
statements" with respect to PerkinElmer UK, PerkinElmer or IDS.
These forward-looking statements can be identified by the fact that
they do not relate only to historical or current facts.
Forward-looking statements often use words such as "anticipate",
"target", "expect", "estimate", "intend", "plan", "goal",
"believe", "will", "may", "should", "would", "could" or other words
or terms of similar meaning or the negative thereof.
Forward-looking statements include statements relating to the
following: (i) future capital expenditures, expenses, revenues,
earnings, synergies, economic performance, indebtedness, financial
condition, dividend policy, losses and future prospects; (ii)
business and management strategies and the expansion and growth of
PerkinElmer UK, PerkinElmer or IDS and potential synergies
resulting from the Acquisition; and (iii) the effects of government
regulation on the business of PerkinElmer UK, PerkinElmer or
IDS.
These forward-looking statements involve known and unknown
risks, uncertainties and other factors which may cause actual
results, performance or developments to differ materially from
those expressed in or implied by such forward-looking statements.
These forward-looking statements are based on numerous assumptions
regarding present and future strategies and environments. You are
cautioned not to place undue reliance on such forward-looking
statements, which speak only as of the date hereof. All subsequent
oral or written forward-looking statements attributable to
PerkinElmer UK, PerkinElmer or IDS or any person acting on their
behalf are expressly qualified in their entirety by the cautionary
statement above. Should one or more of these risks or uncertainties
materialise, or should underlying assumptions prove incorrect,
actual results may vary materially from those described in this
Announcement. PerkinElmer UK, PerkinElmer or IDS assume no
obligation to update publicly or revise forward-looking or other
statements contained in this Announcement, whether as a result of
new information, future events or otherwise, except to the extent
legally required.
No profit forecasts or estimates
No statement in this Announcement is intended as a profit
forecast or estimate for any period and no statement in this
Announcement should be interpreted to mean that earnings or
earnings per ordinary share for IDS or PerkinElmer for the current
or future financial years would necessarily match or exceed the
historical published earnings or earnings per ordinary share for
IDS or PerkinElmer.
Right to switch to a Takeover Offer
PerkinElmer UK reserves the right to elect, with the consent of
the Takeover Panel, to implement the Acquisition by way of a
Takeover Offer for the entire issued and to be issued ordinary
share capital of IDS as an alternative to the Scheme. In such an
event, the Takeover Offer will be implemented on the same terms or,
if PerkinElmer UK so decides, on such other terms being no less
favourable (subject to appropriate amendments), so far as
applicable, as those which would apply to the Scheme and subject to
the amendment referred to in Appendix I to this Announcement.
Rule 2.9 disclosures
In accordance with Rule 2.9 of the Code, as at close of business
on the Last Practicable Date , there were 28,784,097 IDS Shares in
issue and admitted to trading on AIM (excluding IDS Shares in
treasury). 39,000 IDS Shares previously held in treasury by the
Company have been cancelled by the Company. As such the number of
IDS Shares held in treasury is 627,078 as at the date hereof. The
ISIN for the IDS Shares is GB00B01YZ052.
Publication on website and availability of hard copies
In accordance with Rule 26.1 of the Code, a copy of this
Announcement will be made available (subject to certain
restrictions relating to persons resident in Restricted
Jurisdictions), free of charge, on PerkinElmer's website at
https://www.perkinelmer.com/corporate/investors/important-disclaimer/index.html
and on IDS' website at https://www.idsplc.com/investorrelations/ by
no later than 12.00 noon 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.
In accordance with Rule 30.3 of the Code, a person so entitled
may request a hard copy of this Announcement, free of charge, by
contacting IDS' registrars, Computershare Investor Services PLC,
during business hours on + 44 (0)370 707 1065 or at The Pavilions,
Bridgwater Road, Bristol, BS99 6ZZ. For persons who receive a copy
of this Announcement in electronic form or via a website
notification, a hard copy of this Announcement will not be sent
unless so requested. In accordance with Rule 30.3 of the Code, a
person so entitled may also request that all future documents,
announcements and information to be sent to them in relation to the
Acquisition should be in hard copy form.
Information relating to IDS Shareholders
Please be aware that addresses, electronic addresses and certain
information provided by IDS Shareholders, persons with information
rights and other relevant persons for the receipt of communications
from IDS may be provided to PerkinElmer UK during the Offer Period
as required under section 4 of Appendix 4 of the Code.
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.
Disclosure requirements of the Code
Under Rule 8.3(a) of the 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 p.m. (London time) on the 10th Business Day following the
commencement of the Offer Period and, if appropriate, by no later
than 3.30 p.m. (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 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, 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 p.m. (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 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.
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, accountant or independent financial
adviser duly authorised under FSMA if you are resident in the
United Kingdom or, if not, from another appropriately authorised
independent financial adviser.
APPIX I
CONDITIONS OF THE ACQUISITION AND CERTAIN FURTHER TERMS
Part A: Conditions of the Scheme and the Acquisition
The Acquisition will be conditional upon the Scheme becoming
unconditional and effective by, subject to the Code, not later than
11.59 p.m. on the Long Stop Date:
1. The Scheme shall be subject to the following conditions:
(a) its approval by a majority in number of the Scheme
Shareholders who are on the register of members of IDS at the
Voting Record Time and who are present, entitled to vote and who
vote, whether in person (physically or virtually) or by proxy, at
the Court Meeting (and at any separate class meeting which may be
required by the Court) and who represent 75 per cent. in value of
the Scheme Shares voted by those Scheme Shareholders on or before
the 22nd day after the expected date of the Court Meeting to be set
out in the Scheme Document (or such later date, if any, as
PerkinElmer UK and IDS may agree and the Court may allow);
(b) the passing of the Resolutions by the requisite majority of
the IDS Shareholders at the General Meeting to be held on or before
the 22nd day after the expected date of the General Meeting to be
set out in the Scheme Document (or such later date, if any, as
PerkinElmer UK and IDS may agree and the Court may allow);
(c) the sanction of the Scheme by the Court (with or without
modification but subject to any modification being on terms
acceptable to PerkinElmer UK and IDS) on or before the 22nd day
after the expected date of the Court Hearing to be set out in the
Scheme Document (or such later date, if any, as PerkinElmer UK and
IDS may agree and the Court may allow); and
(d) delivery of a copy of the Court Order to the Registrar of Companies.
2. In addition, subject as stated in Part B below and to the
requirements of the Takeover Panel, the Acquisition shall be
conditional upon the following Conditions and, accordingly, the
necessary actions to make the Scheme Effective will not be taken
unless such Conditions (as amended, if appropriate) have been
satisfied or, where relevant, waived in writing prior to the Scheme
being sanctioned by the Court:
Regulatory approvals and clearances
(a) no Third Party having decided, threatened or given notice of
a decision to take, institute, implement or threaten any action,
proceeding, suit, investigation, enquiry or reference (and in each
case, not having withdrawn the same), or having required any action
to be taken or otherwise having done anything, or having enacted,
made or proposed any statute, regulation, decision, order or change
to published practice (and in each case, not having withdrawn the
same) and there not continuing to be outstanding any statute,
regulation, decision or order which would or might reasonably be
expected to (in any case to an extent or in a manner which is
material in the context of the Acquisition, the Wider IDS Group or
the Wider PerkinElmer Group, as the case may be, in each case,
taken as a whole):
(i) require, prevent or materially delay the divestiture or
materially alter the terms envisaged for such divestiture by any
member of the Wider PerkinElmer Group or by any member of the Wider
IDS Group of all or any part of their respective businesses,
assets, property or any shares or other securities (or the
equivalent) in any member of the Wider IDS Group or any member of
the Wider PerkinElmer Group or impose any limitation on the ability
of all or any of them to conduct their respective businesses (or
any part thereof) or to own, control or manage any of their
respective assets or properties (or any part thereof);
(ii) except pursuant to Chapter 3 of Part 28 of the Companies
Act, in the event that PerkinElmer UK elects to implement the
Acquisition by way of a Takeover Offer, require any member of the
Wider PerkinElmer Group or the Wider IDS Group to acquire or offer
to acquire any shares, other securities (or the equivalent) or
interest in any member of the Wider IDS Group, the Wider
PerkinElmer Group or any asset owned by any Third Party (other than
in connection with the implementation of the Acquisition);
(iii) impose any material limitation on, or result in a material
delay in, the ability of any member of the Wider PerkinElmer Group,
directly or indirectly, to acquire, hold or exercise effectively
all or any rights of ownership in respect of shares or loans or
securities convertible into shares or other securities (or the
equivalent) in IDS or on the ability of any member of the Wider IDS
Group or any member of the Wider PerkinElmer Group, directly or
indirectly, to hold or exercise effectively all or any rights of
ownership in respect of shares or loans or any other securities (or
the equivalent) in, or to exercise voting or management control
over, any other member of the Wider IDS Group or the Wider
PerkinElmer Group;
(iv) except as Disclosed, result in any member of the Wider IDS
Group or any member of the Wider PerkinElmer Group ceasing to be
able to carry on business under any names under which it currently
carries on business;
(v) make the Acquisition, its implementation or the acquisition
or proposed acquisition of any shares or other securities in, or
control or management of, IDS by any member of the Wider
PerkinElmer Group void, unenforceable and/or illegal under the laws
of any relevant jurisdiction, or otherwise, directly or indirectly,
prevent or prohibit, restrict, restrain or delay or otherwise
interfere with the implementation of, or impose additional
conditions or obligations with respect to, or otherwise challenge,
impede, interfere or require material amendment to the terms of the
Acquisition or the acquisition or proposed acquisition of any
shares or other securities in, or control or management of, IDS by
any member of the Wider PerkinElmer Group;
(vi) impose any material limitation on, or result in material
delay in, the ability of any member of the Wider PerkinElmer Group
or any member of the Wider IDS Group to conduct, integrate or
co-ordinate all or any part of its business with all or any part of
the business of any other member of the Wider PerkinElmer Group
and/or the Wider IDS Group;
(vii) require any member of the Wider IDS Group or the Wider
PerkinElmer Group to relinquish, terminate or amend in any material
way any material contract to which any member of the Wider IDS
Group or the Wider PerkinElmer Group is a party;
(viii) result in any member of the Wider IDS Group or any member
of the Wider PerkinElmer Group ceasing to be able to carry on
business under any name under which it currently does so in any
jurisdiction;
(ix) require any member of the Wider PerkinElmer Group or any
member of the Wider IDS Group or any of their respective affiliates
to: (A) invest, contribute or loan any capital or assets to; or (B)
guarantee or pledge capital assets for the benefit of any member of
the Wider PerkinElmer Group or any member of the Wider IDS Group,
which in each such case or together is material and adverse in the
context of any member of the Wider PerkinElmer Group or any member
of the Wider IDS Group or in the context of the Acquisition; or
(x) otherwise materially adversely affect all or any of the
business, assets, liabilities, profits, financial or trading
position or prospects of any member of the Wider IDS Group or any
member of the Wider PerkinElmer Group,
and all applicable waiting and other time periods (including any
extensions thereof) during which any such Third Party could take,
institute, implement or threaten any such action, proceeding, suit,
investigation, enquiry or reference or take any other step under
the laws of any jurisdiction in respect of the Acquisition or the
acquisition or proposed acquisition of any IDS Shares or other
securities in, or control or management of, IDS or otherwise
intervene having expired, lapsed or been terminated;
Other regulatory approvals
(b) each Governmental Entity, which regulates or licences any
member of the IDS Group, PerkinElmer Group or any other body
corporate in which any member of the IDS Group or PerkinElmer Group
has an interest in shares, and whose prior approval, consent or
non-objection to any change in control, or acquisition of (or
increase in) control in respect of that or any other member of the
IDS Group or PerkinElmer Group is required, or any Governmental
Entity, whose prior approval, consent or non-objection of the
Acquisition is otherwise required, or from whom one or more
material licences or permissions are required in order to complete
the Acquisition, having given its approval, non-objection or
legitimate deemed consent or consent in writing thereto and, as the
case may be, having granted such licences and permissions (in each
case where required and on terms reasonably satisfactory to
PerkinElmer UK), and in each case the impact of which would
materially adversely affect the Wider IDS Group or the Wider
PerkinElmer Group, taken as a whole, if not obtained;
Notifications, waiting periods and authorisations
(c) all notifications, filings or applications which are
necessary under applicable legislation or regulation of any
relevant jurisdiction having been made in connection with the
Acquisition, and all necessary waiting and other time periods
(including any extensions thereof) under any applicable legislation
or regulation of any jurisdiction having expired, lapsed or been
terminated (as appropriate) and all statutory and regulatory
obligations in any jurisdiction having been complied with, in each
case, in respect of the Scheme and the Acquisition and all
necessary Authorisations in any jurisdiction for or in respect of
the Acquisition and, except pursuant to Chapter 3 of Part 28 of the
Companies Act, the proposed acquisition of any shares or other
securities in, or control or management of, IDS or any other member
of the Wider IDS Group by any member of the Wider PerkinElmer Group
having been obtained in terms and in a form reasonably satisfactory
to PerkinElmer UK from all appropriate Third Parties or (without
prejudice to the generality of the foregoing) from any person or
bodies with whom any member of the Wider IDS Group or the Wider
PerkinElmer Group has entered into contractual arrangements and all
such Authorisations necessary or appropriate to carry on the
business of any member of the Wider IDS Group as it is currently
carried on in any jurisdiction having been obtained and all such
Authorisations remaining in full force and effect at the time at
which the Acquisition becomes otherwise wholly unconditional and
there being no notice or intimation of an intention to revoke,
suspend, restrict, modify or not to renew such Authorisations;
IDS Shareholder resolution
(d) except with the consent or the agreement of PerkinElmer UK,
no resolution of IDS Shareholders in relation to any acquisition or
disposal of assets or shares (or the equivalent thereof) in any
undertaking or undertakings (or in relation to any merger,
demerger, consolidation, reconstruction, amalgamation or scheme)
being passed at a meeting of IDS Shareholders other than in
relation to the Acquisition or the Scheme and, other than with the
consent or the agreement of PerkinElmer UK, no member of the Wider
IDS Group having taken (or agreed or proposed to take) any action
that requires, or would require, the consent of the Takeover Panel
or the approval of IDS Shareholders in accordance with, or as
contemplated by, Rule 21.1 of the Code;
Certain matters arising as a result of any arrangement,
agreement, etc.
(e) except as Disclosed, there being no provision of any
arrangement, agreement, lease, licence, franchise, permit or other
instrument to which any member of the Wider IDS Group is a party or
by or to which any such member or any of its assets is or may be
bound, entitled or subject, or any event or circumstance which, as
a consequence of the Acquisition or the acquisition or the proposed
acquisition by any member of the Wider PerkinElmer Group of any
shares or other securities (or the equivalent) in IDS or because of
a change in the control or management of any member of the Wider
IDS Group or otherwise, would or might reasonably be expected to
result in (in each case to an extent or in a manner which is
material in the context of the Wider IDS Group taken as a
whole):
(i) any monies borrowed by, or any other indebtedness or
liabilities, actual or contingent, of, or any grant available to,
any such member being or becoming repayable, or capable of being
declared repayable, immediately or prior to its or their stated
maturity date or repayment date, or the ability of any such member
to borrow monies or incur any indebtedness being withdrawn or
inhibited or being capable of becoming or being withdrawn or
inhibited;
(ii) the creation, save in the ordinary and usual course of
business, or enforcement of any mortgage, charge or other security
interest over the whole or any part of the business, property or
assets of such member or any such mortgage, charge or other
security interest (whenever created, arising or having arisen)
becoming enforceable;
(iii) any such arrangement, agreement, lease, licence,
franchise, permit or other instrument or the rights, liabilities,
obligations or interests of any such member in or with any other
person (or any arrangement or arrangements relating to any such
interests or business) being or becoming capable of being
terminated or adversely modified or adversely affected or any
obligation or liability arising thereunder or any adverse action
being taken thereunder;
(iv) any liability of any such member to make any severance,
termination, bonus or other payment to any of its directors or
other officers;
(v) any such member ceasing to be able to carry on business
under any name under which it presently carries on business;
(vi) the financial or trading position or prospects of, any such
member being prejudiced or adversely affected;
(vii) the creation or acceleration of any liability (actual or
contingent) by any such member other than trade creditors or other
liabilities incurred in the ordinary course of business; or
(viii) no event having occurred which, under any provision of
any arrangement, agreement, licence, permit, franchise, lease or
other instrument to which any member of the Wider IDS Group is a
party or by or to which any such member or any of its assets are
bound, entitled or subject, would or might result in any of the
events or circumstances as are referred to in Conditions (e)(i) to
(vii) above;
Certain events occurring since 31 March 2020
(f) except as Disclosed, and except, where relevant between IDS
and/or wholly owned subsidiaries of IDS, no member of the Wider IDS
Group having since 31 March 2020:
(i) issued or agreed to issue or authorised or proposed or
announced its intention to authorise or propose the issue, of
additional shares of any class, or securities or securities
convertible into, or exchangeable for, or rights, warrants or
options to subscribe for or acquire, any such shares, securities or
convertible securities or transferred or sold or agreed to transfer
or sell or authorised or proposed the transfer or sale of IDS
Shares out of treasury (except for the issue or transfer out of
treasury of IDS Shares on the exercise of employee share options in
the ordinary course under the IDS Share Plans);
(ii) recommended, declared, paid or made or proposed to
recommend, declare, pay or make any bonus, dividend or other
distribution (whether payable in cash or otherwise);
(iii) other than pursuant to the Acquisition (and except for
transactions in the ordinary course of business) implemented,
effected, authorised or proposed or announced its intention to
implement, effect, authorise or propose any merger, demerger,
reconstruction, amalgamation, scheme, commitment or acquisition or
disposal of assets or shares or loan capital (or the equivalent
thereof) in any undertaking or undertakings in any such case to an
extent which is material in the context of the Wider IDS Group
taken as a whole or in the context of the Acquisition;
(iv) except for transactions in the ordinary course of business,
disposed of, or transferred, mortgaged or created any security
interest over any material asset or any right, title or interest in
any material asset or authorised, proposed or announced any
intention to do so;
(v) issued, authorised or proposed or announced an intention to
authorise or propose, the issue of or made any change in or to the
terms of any debentures or become subject to any contingent
liability or incurred or increased any indebtedness which in any
such case is material in the context of the Wider IDS Group taken
as a whole or in the context of the Acquisition;
(vi) entered into or varied or authorised, proposed or announced
its intention to enter into or vary any material contract,
arrangement, agreement, transaction or commitment (whether in
respect of capital expenditure or otherwise) except in the ordinary
course of business which is of a long term, unusual or onerous
nature or magnitude or which is or which involves or could involve
an obligation of such a nature or magnitude and which, in each
case, is material in the context of the Wider IDS Group taken as a
whole or in the context of the Acquisition;
(vii) entered into or varied the terms of, or made any offer
(which remains open for acceptance) to enter into or vary to a
material extent the terms of any contract, service agreement,
commitment or arrangement with any director or senior executive of
any member of the Wider IDS Group, otherwise than in the ordinary
course of business;
(viii) proposed, agreed to provide or modified the terms of any
share option scheme, incentive scheme or other benefit relating to
the employment or termination of employment of any employee of the
Wider IDS Group, otherwise than in the ordinary course of
business;
(ix) purchased, redeemed or repaid or announced any proposal to
purchase, redeem or repay any of its own shares or other securities
or reduced or made any other change to any part of its share
capital (except for the issue or transfer out of treasury of IDS
Shares on the exercise of employee share options in the ordinary
course under the IDS Share Plans);
(x) otherwise than in the ordinary course of business, waived,
compromised or settled any claim which is material in the context
of the Wider IDS Group as a whole or in the context of the
Acquisition;
(xi) terminated or varied the terms of any agreement or
arrangement between any member of the Wider IDS Group and any other
person in a manner which would or might have a material adverse
effect on the financial position of the Wider IDS Group taken as a
whole or in the context of the Acquisition;
(xii) save as required in connection with the Acquisition, made
any material alteration to its memorandum, articles of association
or other incorporation documents or any material alteration to the
memorandum, articles of association or other incorporation
documents of any other member of the Wider IDS Group;
(xiii) except in relation to changes made or agreed as a result
of, or arising from, legislation or changes to legislation, made or
agreed or consented to any significant change to:
(A) the terms of the trust deeds and rules constituting the
pension scheme(s) established by any member of the Wider IDS Group
for its directors, employees or their dependants;
(B) the contributions payable to any such scheme(s) or to the
benefits which accrue, or to the pensions which are payable,
thereunder;
(C) the basis on which qualification for, or accrual or
entitlement to, such benefits or pensions are calculated or
determined; or
(D) the basis upon which the liabilities (including pensions) of
such pension schemes are funded, valued, made, agreed or consented
to,
to an extent which is in any such case material in the context
of the Wider IDS Group taken as a whole or in the context of the
Acquisition;
(xiv) except as Disclosed, been unable, or admitted in writing
that it is unable, to pay its debts or commenced negotiations with
one or more of its creditors with a view to rescheduling or
restructuring any of its indebtedness, or having stopped or
suspended (or threatened to stop or suspend) payment of its debts
generally or ceased or threatened to cease carrying on all or a
substantial part of its business which is material in the context
of the Wider IDS Group taken as a whole or in the context of the
Acquisition;
(xv) (other than in respect of a member of the Wider IDS Group
which is dormant and was solvent at the relevant time) taken or
proposed any steps, corporate action or had any legal proceedings
instituted or threatened against it in relation to the suspension
of payments, a moratorium of any indebtedness, its winding-up
(voluntary or otherwise), dissolution, reorganisation or for the
appointment of a receiver, administrator, manager, administrative
receiver, trustee or similar officer of all or any material part of
its assets or revenues or any analogous or equivalent steps or
proceedings in any jurisdiction or appointed any analogous person
in any jurisdiction or had any such person appointed;
(xvi) made, authorised, proposed or announced an intention to
propose any change in its loan capital which is material in the
context of the Wider IDS Group taken as a whole or in the context
of the Acquisition;
(xvii) entered into, implemented or authorised the entry into,
any joint venture, asset or profit sharing arrangement, partnership
or merger of business or corporate entities, which in any such case
is material in the context of the Wider IDS Group or the Wider
PerkinElmer Group as a whole or in the context of the Acquisition;
or
(xviii) entered into any agreement, arrangement, commitment or
contract or passed any resolution or made any offer (which remains
open for acceptance) with respect to or announced an intention to,
or to propose to, effect any of the transactions, matters or events
referred to in this Condition (f);
No adverse change, litigation, regulatory enquiry or similar
(g) except as Disclosed, since 31 March 2020, there having been:
(i) no adverse change and no circumstance having arisen which
would reasonably be expected to result in any adverse change in the
business, assets, liabilities, shareholders' equity, financial or
trading position or profits, operational performance or prospects
of any member of the Wider IDS Group which is material in the
context of the Wider IDS Group taken as a whole or in the context
of the Acquisition;
(ii) no litigation, arbitration proceedings, prosecution or
other legal proceedings to which any member of the Wider IDS Group
is or may become a party (whether as a claimant, defendant or
otherwise) having been threatened, announced, implemented or
instituted by or against or remaining outstanding against or in
respect of, any member of the Wider IDS Group, in each case which
would reasonably be expected to have a material adverse effect on
the Wider IDS Group taken as a whole or in the context of the
Acquisition;
(iii) no enquiry, review or investigation by, or complaint or
reference to, any Third Party against or in respect of any member
of the Wider IDS Group (or any person in respect of which any such
member has or may have responsibility or liability) having been
threatened, announced, implemented or instituted or remaining
outstanding by, against or in respect of any member of the Wider
IDS Group, in each case, which would reasonably be expected to have
a material adverse effect on the Wider IDS Group or the Wider
PerkinElmer Group taken as a whole or in the context of the
Acquisition;
(iv) no contingent or other liability having arisen or become
apparent to PerkinElmer UK or increased other than in the ordinary
course of business which is reasonably likely to affect adversely
the business, assets, financial or trading position or profits of
any member of the Wider IDS Group to an extent which is material in
the context of the Wider IDS Group taken as a whole or in the
context of the Acquisition; and
(v) no steps having been taken and no omissions having been made
which are likely to result in the withdrawal, cancellation,
termination or modification of any licence held by any member of
the Wider IDS Group which is necessary for the proper carrying on
of its business and the withdrawal, cancellation, termination or
modification of which would reasonably be expected to have a
material adverse effect on the Wider IDS Group taken as a whole or
would be material in the context of the Acquisition;
No discovery of certain matters regarding information and
liabilities, corruption and intellectual property
(h) except as Disclosed, PerkinElmer UK not having discovered that:
(i) any financial, business or other information concerning the
Wider IDS Group announced publicly and delivered by or on behalf of
IDS through a RIS prior to the date of this Announcement or
publicly disclosed to any member of the Wider PerkinElmer Group by
or on behalf of any member of the Wider IDS Group prior to the date
of this Announcement is misleading, contains a misrepresentation of
any fact, or omits to state a fact necessary to make that
information not misleading, in any such case which is material in
the context of the Wider IDS Group taken as a whole or in the
context of the Acquisition;
(ii) any member of the Wider IDS Group, otherwise than in the
ordinary course of business, is subject to any liability,
contingent or otherwise, and which is material in the context of
the Wider IDS Group taken as a whole or in the context of the
Acquisition;
(iii) any past or present member, director, officer or employee
of the Wider IDS Group, or any other person for whom any such
person may be liable or responsible, is or has at any time engaged
in any activity, practice or conduct which would constitute an
offence under the OECD Convention on Combating Bribery of Foreign
Public Officials in International Business Transactions and any
laws implementing the same, the UK Bribery Act 2010 and/or the US
Foreign Corrupt Practices Act of 1977;
(iv) any past or present member, director, officer or employee
of the Wider IDS Group, or any other person for whom any such
person may be liable or responsible, has engaged in any business
with or made any investment in, or made any payments to: (A) any
government, entity or individual with which US, UK or EU persons
are prohibited from engaging in activities or doing business by US,
UK or EU laws or regulations, including the economic sanctions
administered by the United States Office of Foreign Assets Control
or HM Treasury, or (B) any government, entity or individual
targeted by any of the economic sanctions of the United Nations,
the United Kingdom or the European Union or any of their respective
member states;
(v) any asset of any member of the Wider IDS Group constitutes
criminal property as defined by section 340(3) of the Proceeds of
Crime Act 2002 (but disregarding paragraph (b) of that definition);
or
(vi) since 31 March 2020, no adverse circumstance having arisen
or event having occurred in relation to any intellectual property
owned, used or licensed by the Wider IDS Group or to any third
parties, including: (A) any member of the Wider IDS Group losing
its title to any intellectual property or any intellectual property
owned by the Wider IDS Group being revoked, cancelled or declared
invalid; (B) any agreement regarding the use of any intellectual
property licensed to or by any member of the Wider IDS Group being
terminated or varied or (C) any claim being filed suggesting that
any member of the Wider IDS Group infringed the intellectual
property rights of a third party or any member of the Wider IDS
Group being found to have infringed the intellectual property
rights of a third party, in each case which is material in the
context of the Wider IDS Group taken as a whole or in the context
of the Acquisition.
Part B: Certain further terms of the Acquisition
1. The Scheme will not become effective unless the Conditions
have been fulfilled or (if capable of waiver) waived or, where
appropriate determined by PerkinElmer UK to be or remain satisfied
by 11.59 p.m. (London time) on the Long Stop Date.
2. Subject to the requirements of the Takeover Panel in
accordance with the Code, PerkinElmer UK reserves the right in its
sole discretion to waive (if capable of waiver) in whole or
part:
(a) any of the Conditions set out in the above Condition 1 of
Part A of this Appendix I relating to the timing of the Court
Meeting, the General Meeting and the sanctioning of the Scheme. If
any of the deadlines for those events are not met, PerkinElmer
shall make an announcement by 8.00 a.m. on the Business Day
following such deadline confirming whether it has invoked or waived
the relevant Condition or agreed with IDS to extend the deadline in
relation to the relevant Condition. For the avoidance of doubt, the
Conditions set out in the above Condition 1 of Part A are not
otherwise capable of waiver; and
(b) all or any of the above Conditions 2(a) (Regulatory
approvals and clearances) to (h) (No discovery of certain matters
regarding information and liabilities, corruption and intellectual
property) (inclusive) of Part A of this Appendix I.
3. Conditions 2(a) (Regulatory approvals and clearances) to (h)
(No discovery of certain matters regarding information and
liabilities, corruption and intellectual property) (inclusive) of
Part A of this Appendix I must be fulfilled or waived (to the
extent capable of waiver) by no later than 11:59 p.m. on the date
immediately preceding the date of the Court Hearing, failing which
the Scheme will lapse or, if the Acquisition is implemented by way
of a Takeover Offer, no later than as permitted by the Takeover
Panel. PerkinElmer UK shall be under no obligation to waive or
treat as fulfilled any of the Conditions which are capable of being
waived or fulfilled by a date earlier than the latest date
specified above for the waiver or fulfilment thereof,
notwithstanding that any such Condition or other Conditions of the
Scheme and the Acquisition may at such earlier date have been
waived or fulfilled and that there are at such earlier date no
circumstances indicating that any of such Conditions may not be
capable of fulfilment.
4. Under Rule 13.5(a) of the Code, PerkinElmer UK may not invoke
a Condition so as to cause the Acquisition not to proceed, to lapse
or be withdrawn, unless the circumstances which give rise to the
right to invoke the Condition are of material significance to
PerkinElmer UK in the context of the Acquisition. The Conditions
set out in the above Condition 1 of Part A of this Appendix I (and,
if applicable, any acceptance condition adopted on the basis
specified in paragraph 6 below in relation to any Takeover Offer)
are not subject to this provision of the Code.
5. If PerkinElmer UK is required by the Takeover Panel to make
an offer for IDS Shares under the provisions of Rule 9 of the Code,
PerkinElmer UK may make such alterations to the Conditions and
certain further terms of the Acquisition as are necessary to comply
with the provisions of that Rule.
6. PerkinElmer UK reserves the right to elect (with the consent
of the Takeover Panel) to implement the Acquisition by way of a
Takeover Offer as an alternative to the Scheme. In such event, the
Takeover Offer will be implemented on substantially the same terms,
subject to appropriate amendments, as far as applicable, as those
which would apply to the Scheme. The acceptance condition would be
set at 90 per cent. of the shares to which such Takeover Offer
relates (or such lesser percentage as PerkinElmer UK may decide
with the consent of the Takeover Panel provided that if it became
or was declared unconditional in all respects, the Takeover Offer
would result in PerkinElmer UK holding IDS Shares carrying greater
than 50 per cent. of the voting rights in IDS). Further, if
sufficient acceptances of the Takeover Offer are received and/or
sufficient IDS Shares are otherwise acquired, it is the intention
of PerkinElmer UK to apply the provisions of the Companies Act to
compulsorily acquire any outstanding IDS Shares to which such
Takeover Offer relates.
7. The Acquisition will lapse (unless otherwise agreed with the Takeover Panel) if:
(a) in so far as the Acquisition or any matter arising from or
relating to the Scheme or Acquisition constitutes a concentration
with a community dimension within the scope of the Merger
Regulation, the European Commission initiates proceedings under
Article 6(1)(c) of the Merger Regulation; or
(b) the Scheme or Acquisition or any matter arising from or
relating to the Acquisition becomes subject to a CMA Phase 2
Reference,
in each case, before the date of the Court Meeting.
8. The IDS Shares shall be acquired by PerkinElmer UK, with full
legal title and beneficial ownership, fully paid and free from all
liens, equitable interests, charges, encumbrances, rights of
pre-emption and any other third party rights and interests
whatsoever and together with all rights existing at the date of
this Announcement or thereafter attaching thereto, including
(without limitation) the right to receive and retain, in full, all
dividends and other distributions (if any) declared, made or paid
or any other return of capital (whether by way of reduction of
share capital or share premium account or otherwise) made on or
after the date of this Announcement in respect of the IDS
Shares.
9. If any dividend or other distribution in respect of the IDS
Shares is declared, paid or made on or after the date of this
Announcement, PerkinElmer UK reserves the right to reduce the
consideration payable for each IDS Share under the terms of the
Acquisition by the amount per IDS Share of such dividend or
distribution, in which case any reference in this Announcement or
in the Scheme Document to the offer consideration for the IDS
Shares will be deemed to be a reference to the offer consideration
as so reduced. Any exercise by PerkinElmer UK of its rights
referred to in this paragraph shall be the subject of an
announcement and, for the avoidance of doubt, shall not be regarded
as constituting any revision or variation of the Offer and, in such
circumstance, the IDS Shareholders will be entitled to receive and
retain any such dividend or other distribution.
10. The availability of the Acquisition to persons 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 and any IDS
Shareholders who are not resident in the United Kingdom will need
to inform themselves about and observe any applicable
requirements.
11. Unless otherwise determined by PerkinElmer UK or required by
the Code and permitted by applicable law and regulations, the
Acquisition is not being, and will not be, made, directly or
indirectly, in, into or by the use of the mails of, or by any other
means or instrumentality (including, without limitation, facsimile,
email 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 will not be capable of acceptance by any such use,
means, instrumentality or facility or from within any Restricted
Jurisdiction. Further information in relation to overseas
shareholders will be contained in the Scheme Document.
12. Each of the Conditions shall be regarded as a separate
Condition and shall not be limited by reference to any other
Condition.
13. This Announcement and any rights or liabilities arising
hereunder, the Acquisition, the Scheme and the Forms of Proxy will
be governed by the laws of England and Wales and will be subject to
the jurisdiction of the courts of England. The Acquisition shall be
subject to the applicable requirements of the Code, the Takeover
Panel, the AIM Rules and the FCA.
APPIX II
SOURCES OF INFORMATION AND BASES OF CALCULATION
1. Unless otherwise stated, the financial information on IDS is
extracted from IDS' Annual Report and Accounts for the year ended
31 March 2020 and IDS' half year report for the six months ended 30
September 2020.
2. The value attributed to the existing issued and to be issued
share capital of IDS is based upon 28,784,097 IDS Shares in issue
and 627,078 IDS Shares held as Treasury Shares on the Last
Practicable Date, assuming 81,372 such Treasury Shares are
transferred to participants in the IDS Share Plans pursuant to
options under the IDS Share Plans which are currently outstanding
or will be granted on or following the date of this Announcement.
The impact of all outstanding options are presented on a net
dilution basis using the treasury stock method.
3. The implied enterprise value of IDS has been calculated based
on the value of IDS' fully diluted share capital (as calculated in
note 2 above) at the offer price of 382 pence per IDS Share, less
IDS' last reported cash and cash equivalents position of GBP23.3
million, plus GBP1 million of mortgage debt as at 31 March 2021.
IFRS 16 leases have been excluded from the net debt calculation,
but amounted to GBP2.3 million as at 31 March 2021.
4. The volume weighted average prices of an IDS Share are
derived from data provided by Bloomberg.
5. The Closing Prices of an IDS Share are derived from the AIM
Appendix to the Daily Official List.
6. An exchange rate of $1.4088 to GBP1 has been used for the
purposes of converting GBP amounts into $ amounts, based on the
Financial Times as at 4.30 p.m. on the Last Practicable Date.
APPIX III
DETAILS OF IRREVOCABLE UNDERTAKINGS
PerkinElmer UK has received irrevocable undertakings in respect
of a total of 16,674,193 IDS Shares (representing, in aggregate,
approximately 57.93 per cent. of IDS' Shares in issue on the Last
Practicable Date), comprised as follows:
IDS Directors' irrevocable undertakings
Number of IDS Per cent. of IDS
Name Shares Shares in issue
----------------------- -------------- -----------------
Klaus Peter Kaspar 18,100 0.06
Paul James Martin 22,350 0.08
Jaap Stuut 7,500 0.03
Peter John Williamson 45,000 0.16
Burkhard Wittek* 43,683 0.15
Total 136,633 0.47
------------------------ -------------- -----------------
* Such IDS Shares are held by Dr Wittek's spouse.
The irrevocable undertakings from the IDS Directors will cease
to be binding, inter alia, if:
-- PerkinElmer UK publicly announces, before the Scheme Document
or the formal document containing the Takeover Offer (as the case
may be) is published, that it does not intend to proceed with the
Acquisition;
-- the Scheme or a Takeover Offer announced by PerkinElmer UK in
implementation of the Acquisition has not become effective or been
declared unconditional in accordance with the requirements of the
Code (as the case may be) by the Long Stop Date;
-- the Acquisition has lapsed or been withdrawn in accordance
with its terms (for the avoidance of doubt, this shall not apply;
(i) where the Acquisition lapses or is withdrawn solely as a result
of PerkinElmer UK exercising its right to implement the Acquisition
by way of a Takeover Offer rather than a Scheme; or (ii) where the
reason for the lapse of the Scheme or the Takeover Offer (as the
case may be) is as a result of a IDS Director breaching his or her
irrevocable undertaking) and no new, revised or replacement
Takeover Offer or Scheme has been announced by PerkinElmer UK or
its affiliates in accordance with Rule 2.7 of the Code at the same
time; and
-- (other than as a consequence of a IDS Director breaching his
or her irrevocable undertaking) any competing offer becoming or
being declared unconditional in all respects (if implemented by way
of a takeover offer as defined in section 974 of the Companies Act)
or otherwise becoming effective (if implemented by way of a scheme
of arrangement under Part 26 of the Companies Act).
Other IDS Shareholder irrevocable undertakings
Number of IDS Per cent. of IDS Shares
Name Shares in issue
---------------------------------- -------------- ------------------------
Forum Venture Capital GmbH* 6,936,188 24.10
Forum European Smallcaps
GmbH* 989,876 3.44
Shareholder Value Management
AG 487,245 1.69
Shareholder Value Beteiligungen
AG 2,809,351 9.76
Frankfurter Aktienfonds für
Stiftungen acting through
its investment fund manager
Axxion S.A 2,875,252 9.99
Frankfurter Value Focus Fund
acting through its investment
fund manager Frankfurter
Investmentgesellschaft mit
variablem Kapital (SICAV) 2,439,648 8.48
Total 16,537,560 57.45
---------------------------------- -------------- ------------------------
* Dr Wittek is beneficially interested in the 7,926,064
aggregate IDS Shares held by both Forum Venture Capital and Forum
European Smallcaps.
The irrevocable undertakings from those IDS Shareholders
referred to immediately above will cease to be binding, inter alia,
if:
-- PerkinElmer UK publicly announces, before the Scheme Document
or the formal document containing the Takeover Offer is published,
that it does not intend to proceed with the Acquisition;
-- the Scheme or a Takeover Offer announced by PerkinElmer UK in
implementation of the Acquisition has not become effective or been
declared unconditional in accordance with the requirements of the
Code (as the case may be) by the Long Stop Date;
-- the Acquisition has lapsed or been withdrawn in accordance
with its terms (for the avoidance of doubt, this shall not apply;
(i) where the Acquisition lapses or is withdrawn solely as a result
of PerkinElmer UK exercising its right to implement the Acquisition
by way of a Takeover Offer rather than a Scheme; or (ii) where the
reason for the lapse of the Scheme or the Takeover Offer (as the
case may be) is as a result of a breach by such shareholder of its
irrevocable undertaking) and no new, revised or replacement
Takeover Offer or Scheme has been announced by PerkinElmer UK or
its affiliates in accordance with Rule 2.7 of the Code at the same
time; and
-- prior to the Scheme or Takeover Offer becoming Effective a
third party announces a firm intention pursuant to Rule 2.7 of the
Code to acquire the entire issued and to be issued share capital of
IDS where the consideration payable for each IDS Share is of a
value greater than or equal to 435 pence.
--
APPIX IV
DEFINITIONS
In this Announcement, the following words and expressions have
the following meanings, unless the context requires otherwise:
Acquisition the recommended offer to be made by PerkinElmer
UK to acquire the entire issued and to
be issued ordinary share capital of IDS
to be effected by means of the Scheme
(or, if PerkinElmer UK so elects and
subject to the Takeover Panel's consent,
a Takeover Offer) on the terms and subject
to the conditions set out in the Scheme
Document (or the Offer Document as applicable);
AIM AIM, the market of that name operated
by the London Stock Exchange;
AIM Rules the AIM Rules for Companies and the AIM
Rules for Nominated Advisors issued by
the London Stock Exchange from time to
time relating to AIM traded securities
and the operation of AIM;
Announcement this announcement of the Acquisition
made in accordance with Rule 2.7 of the
Code, including its summary and Appendices;
Appendices the appendices to this Announcement,
and Appendix has a corresponding meaning;
Authorisations authorisations, orders, recognitions,
grants, consents, clearances, confirmations,
certificates, licences, permissions,
determinations, exemptions or approvals;
Business Day a day, other than a Saturday, Sunday,
public holiday or bank holiday, on which
banks are generally open for normal banking
business in the City of London;
Closing Price the closing middle market quotation for
an IDS Share on the day to which such
price relates, as derived from the AIM
appendix to the Daily Official List;
CMA the UK Competition and Markets Authority
of the United Kingdom (or any successor
body or bodies carrying out the same
functions in the United Kingdom from
time to time);
CMA Phase 2 Reference a reference of the Acquisition to the
chair of the Competition and Markets
Authority for the constitution of a group
under Schedule 4 to the Enterprise and
Regulatory Reform Act 2013;
Code the City Code on Takeovers and Mergers;
Combined Group the enlarged group following the completion
of the Acquisition, comprising the PerkinElmer
Group and the IDS Group;
Companies Act the UK Companies Act 2006, as amended
from time to time;
Conditions the conditions to the implementation
of the Acquisition, which are set out
in Appendix I to this Announcement and
to be set out in the Scheme Document;
Confidentiality Agreement has the meaning given in paragraph 14
of this Announcement;
Co-operation Agreement has the meaning given in paragraph 14
of this Announcement;
Court the High Court of Justice of England
and Wales;
Court Hearing the hearing by the Court to sanction
the Scheme and, if such hearing is adjourned,
references to the commencement of any
such hearing shall mean the commencement
of the final adjournment thereof;
Court Meeting the meeting (or any adjournment, postponement
or reconvention thereof) of the Scheme
Shareholders (or the relevant class or
classes thereof) to be convened by order
of the Court pursuant to Part 26 of the
Companies Act to consider and, if thought
fit, approve the Scheme (with or without
modification);
Court Order the order of the Court sanctioning the
Scheme, under section 899 of the Companies
Act;
CREST the relevant system (as defined in the
Regulations) in respect of which Euroclear
UK & Ireland is the Operator (as defined
in the Regulations);
Daily Official List the Daily Official List of the London
Stock Exchange;
Dealing Disclosure has the same meaning as in Rule 8 of
the Code;
Disclosed (i) matters fairly disclosed in the information
made available to PerkinElmer (or PerkinElmer's
advisers) in the data room established
by IDS for the purposes of the Acquisition,
or otherwise fairly disclosed by or on
behalf of IDS to PerkinElmer prior to
the date of this Announcement in relation
to the Acquisition; (ii) information
included in the annual report and accounts
of the IDS Group for the financial year
ended 31 March 2020; (iii) information
included in the half year report of the
IDS Group for the six months ended 30
September 2020; (iv) information disclosed
in a public announcement to a RIS made
by IDS prior to the date of this Announcement;
or (v) disclosed in this Announcement;
Disclosure Table the disclosure table on the Takeover
Panel's website at www.thetakeoverpanel.org.uk;
Effective in the context of the Acquisition: (a)
if the Acquisition is implemented by
way of a Scheme, the Scheme having become
effective in accordance with its terms,
upon the delivery of the court order
to the Registrar of Companies; or (b)
if the Acquisition is implemented by
way of a Takeover Offer, the Takeover
Offer having been declared or become
unconditional in all respects in accordance
with the requirements of the Code;
Effective Date the date upon which: (a) the Scheme becomes
Effective; or (b) if PerkinElmer UK elects
and the Takeover Panel consents to implement
the Acquisition by way of a Takeover
Offer, the Takeover Offer becomes Effective;
Excluded Shares (i) any IDS Shares legally or beneficially
held by PerkinElmer UK or any member
of the PerkinElmer Group; or (ii) any
Treasury Shares;
FCA the UK Financial Conduct Authority or
its successor from time to time;
Forms of Proxy the forms of proxy for use at the Court
Meeting and the General Meeting respectively,
which shall accompany the Scheme Document;
FSMA the Financial Services and Markets Act
2000, as amended;
General Meeting the general meeting (or any adjournment,
postponement or reconvention thereof)
of IDS Shareholders to be convened in
connection with the Scheme;
Governmental Entity any supranational, national, state, municipal,
local or foreign government, any instrumentality,
subdivision, court, arbitrator or arbitrator
panel, regulatory or administrative agency
or commission, or other authority thereof,
or any regulatory or quasi-regulatory
organisation or private body exercising
any regulatory, taxing, importing or
other governmental or quasi-governmental
authority;
IDS Immunodiagnostic Systems Holdings PLC;
IDS-i10 IDS' proprietary fully automated trackable
immuno-analyser;
IDS-iSYS IDS' proprietary fully automated immuno-analyser;
IDS' Articles IDS' Articles of Association currently
adopted and filed with the Registrar
of Companies;
IDS Directors the directors of IDS from time to time;
IDS Group IDS and its subsidiaries and subsidiary
undertakings;
IDS Share Plans (a) the IDS Executive Share Option Scheme;
and
(b) the IDS Unapproved Share Option Scheme;
IDS Shareholders the holders of IDS Shares;
IDS Shares ordinary shares of GBP0.02 each in the
capital of IDS;
Last Practicable Date 14 May 2021 (being the last Business
Day prior to the date of this Announcement);
London Stock Exchange London Stock Exchange Group Plc;
Long Stop Date 30 September 2021 or such later date
(if any) as PerkinElmer UK and IDS may,
with the consent of the Takeover Panel,
agree and (if required) the Court may
allow;
Merger Regulation Council Regulation (EC) No 139/2004;
Offer Document if the Acquisition is implemented by
means of a Takeover Offer, the document
to be sent or made available to IDS Shareholders
and persons with information rights containing,
amongst other things, the full terms
and conditions of the Acquisition;
Offer Period the period commencing on the date of
this Announcement and ending on: (a)
the earlier of the date on which the
Scheme becomes Effective and/or the date
on which the Scheme lapses or is withdrawn
(or such other date as the Takeover Panel
may decide); or (b) the earlier of the
date on which the Takeover Offer has
become or has been declared unconditional
as to acceptances and/or the date on
which the Takeover Offer lapses or is
withdrawn (or such other date as the
Takeover Panel may decide), other than
(in the case of (a)) where such lapsing
or withdrawal is a result of Bidco exercising
its right to implement the Offer by way
of a Takeover Offer;
Opening Position Disclosure has the same meaning as in Rule 8 of
the Code;
Peel Hunt Peel Hunt LLP;
Perella Weinberg Partners Perella Weinberg UK Limited and its corporate
advisory affiliates;
PerkinElmer PerkinElmer, Inc., a company incorporated
in the Commonwealth of Massachusetts,
USA;
PerkinElmer Directors the directors of PerkinElmer from time
to time;
PerkinElmer Group PerkinElmer and its subsidiaries and
subsidiary undertakings;
Registrar of Companies the registrar of companies in England
and Wales;
Regulations the Uncertificated Securities Regulations
2001 (SI 2001/3755);
Resolutions the resolution or resolutions to be proposed
by IDS at the General Meeting in connection
with, amongst other things, the approval
of the Scheme, the amendment of IDS'
Articles (including, without limitation,
the adoption and inclusion of a new article
under which any IDS Shares issued or
transferred after the General Meeting
shall either be subject to the Scheme
or (after the Effective Date) be immediately
transferred to PerkinElmer UK (or as
it may direct) in exchange for the same
consideration as is due under the Scheme)
and such other matters as may be necessary
to implement the Scheme;
Restricted Jurisdiction any jurisdiction where local laws or
regulations may result in a significant
risk of civil, regulatory or criminal
exposure if information concerning the
Acquisition is sent or made available
in that jurisdiction;
RIS a service approved by the London Stock
Exchange for the distribution to the
public of announcements and included
within the list maintained on the London
Stock Exchange's website;
Scheme the proposed scheme of arrangement under
Part 26 of the Companies Act to effect
the Acquisition between IDS and the Scheme
Shareholders (the full terms of which
will be set out in the Scheme Document),
with or subject to any modification,
addition or condition which PerkinElmer
UK and IDS may agree, and, if required,
the Court may approve or impose;
Scheme Document the document to be despatched to (amongst
others) IDS Shareholders containing,
amongst other things, the terms and conditions
of the Scheme and the notices convening
the Court Meeting and the General Meeting;
Scheme Record Time the time and date to be specified in
the Scheme Document, expected to be 6:00
p.m. on the Business Day immediately
prior to the Effective Date;
Scheme Shareholders holders of Scheme Shares from time to
time;
Scheme Shares the IDS Shares:
(a) in issue at the date of the Scheme
Document;
(b) (if any) issued after the date of
the Scheme Document and prior to the
Voting Record Time; and
(c) (if any) issued at or after the Voting
Record Time but at or before the Scheme
Record Time in respect of which the original
or any subsequent holder thereof is bound
by the Scheme or shall by such time have
agreed in writing to be bound by the
Scheme,
in each case other than any Excluded
Shares;
Significant Interest means in relation to an undertaking,
a direct or indirect interest in twenty
per cent. or more of (i) the total voting
rights conferred by the equity share
capital (as defined in section 548 of
the C ompanies Act) of such undertaking
or (ii) the relevant partnership interest;
Takeover Offer should the Acquisition be implemented
by way of a takeover offer as defined
in section 974 of the Companies Act,
the offer to be made by or on behalf
of PerkinElmer UK to acquire the entire
issued and to be issued ordinary share
capital of IDS and, where the context
requires, any subsequent revision, variation,
extension or renewal of such offer;
Takeover Panel the UK Panel on Takeovers and Mergers;
Third Party each of a central bank, government or
governmental, quasi-governmental, supranational,
statutory, regulatory, professional or
investigative body or authority (including
any antitrust or merger control authority),
court, trade agency, professional association,
institution, works council, employee
representative body or any other similar
body or person whatsoever in any jurisdiction;
Treasury Shares any IDS Shares which are held by IDS
as treasury shares (within the meaning
of the Companies Act) as at the Scheme
Record Time;
United Kingdom or UK the United Kingdom of Great Britain and
Northern Ireland;
United States or US the United States of America, its territories
or USA or United States and possessions, all areas subject to
of America its jurisdiction or any subdivision thereof,
any state of the United States of America
and the District of Columbia;
Volume Weighted Average the volume weighted average of the per
Price share trading prices of IDS Shares on
AIM as reported through Bloomberg;
Voting Record Time the date and time to be specified in
the Scheme Document by reference to which
entitlements to vote on the Scheme will
be determined, expected to be 6.00 p.m.
on the day which is two days before the
date of the Court Meeting or, if the
Court Meeting is adjourned, 6.00 p.m.
on the second day before the date of
such adjourned meeting;
Wider IDS Group IDS and its subsidiaries, subsidiary
undertakings, associated undertakings
and any other body corporate, partnership,
joint venture or person in which IDS
and all such undertakings (aggregating
their interests) have a Significant Interest;
Wider PerkinElmer Group PerkinElmer UK, its parent undertakings,
and such parent undertakings' subsidiary
undertakings, associated undertakings
and any other body corporate, partnership,
joint venture or person in which PerkinElmer
UK and/or such undertakings (aggregating
their interests) have a Significant Interest;
and
GBP or GBP or pence pounds sterling or pence, the lawful
currency of the United Kingdom.
In this Announcement:
(a) all times referred to are to London time unless otherwise stated;
(b) references to the singular include the plural and vice
versa, unless the context otherwise requires;
(c) subsidiary, subsidiary undertaking and undertaking have the
meanings given by the Companies Act and associated undertaking has
the meaning given to it by paragraph 19 of Schedule 6 of the Large
and Medium-sized Companies and Groups (Accounts and Reports)
Regulations 2008 (SI 2008/410), other than paragraph 1(b) thereof
which shall be excluded for this purpose; and
(d) all references to statutory provision or law or to any order
or regulation shall be construed as a reference to that provision,
law, order or regulation as extended, modified, replaced or
re-enacted from time to time and all statutory instruments,
regulations and orders from time to time made thereunder or
deriving validity therefrom.
Click on, or paste the following link into your web browser, to
view the associated PDF document.
http://www.rns-pdf.londonstockexchange.com/rns/7564Y_1-2021-5-16.pdf
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.
RNS may use your IP address to confirm compliance with the terms
and conditions, to analyse how you engage with the information
contained in this communication, and to share such analysis on an
anonymised basis with others as part of our commercial services.
For further information about how RNS and the London Stock Exchange
use the personal data you provide us, please see our Privacy
Policy.
END
OFFDKABPFBKDBPD
(END) Dow Jones Newswires
May 17, 2021 02:00 ET (06:00 GMT)
Immunodiagnostic Systems (LSE:IDH)
Historical Stock Chart
From Jun 2024 to Jul 2024
Immunodiagnostic Systems (LSE:IDH)
Historical Stock Chart
From Jul 2023 to Jul 2024