TIDMINS
RNS Number : 5424Q
Instem plc
18 October 2023
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION
WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR
REGULATIONS OF SUCH JURISDICTION
FOR IMMEDIATE RELEASE
18 October 2023
INSTEM PLC
Recommended Cash Offer by Ichor Management Limited
Statement regarding adjournment of the Meetings
ARCHIMED Offer
On 30 August 2023, the board of directors of Ichor Management
Limited (" Bidco "), a newly incorporated company controlled by
funds managed by ARCHIMED SAS, and the board of directors of Instem
plc (" Instem ") announced that they had reached agreement on the
terms of a recommended cash offer by Bidco for the entire issued
and to be issued share capital of Instem (the " ARCHIMED Offer
").
The scheme document in respect of the ARCHIMED Offer (the
"Scheme Document") was published and made available to Instem
Shareholders on 25 September 2023. Capitalised terms used but not
otherwise defined in this announcement shall have the meaning given
to them in the Scheme Document.
On 13 October 2023, Bidco announced that the financial terms of
the ARCHIMED Offer, including the Acquisition Price, are final and
will not be increased, except that Bidco reserved the right to
revise the financial terms of the ARCHIMED Offer if (i) there is an
announcement on or after the date of Bidco's 13 October 2023
announcement of a firm offer or a possible offer for Instem by a
third party offeror or potential offeror on more favourable terms
than the Acquisition Price; or (ii) the Takeover Panel otherwise
provides its consent (the "No Increase Statement").
Potential Offerors
The board of Instem (the " Board ") today announces that since
the announcement of the ARCHIMED Offer on 30 August 2023, it has
received approaches from five separate third parties, made up of
both sponsors and corporate institutions (the " Potential Offerors
"). As required under Rule 21.3 of the Code, the Board confirms
that it provided diligence access to the Potential Offerors for the
purpose of evaluating a possible competing offer.
The Board facilitated each Potential Offeror receiving
sufficient information and access to management as it requested, in
order to progress its interest. However, as at the date of this
announcement, all of the Potential Offerors have withdrawn their
interest. There are no ongoing discussions with any of the
Potential Offerors nor any other third party regarding a potential
competing offer for Instem.
Adjournment of the Meetings
Following this announcement and the No Increase Statement
released by Bidco, the Board believes Instem Shareholders should be
allowed additional time to consider their votes. Therefore, the
Board intends to adjourn the Court Meeting and the General Meeting
relating to the ARCHIMED Offer scheduled to be held on 19 October
2023 to 10.00 a.m. on 2 November 2023 in the case of the Court
Meeting, and 10.15 a.m. (or as soon thereafter as the Court Meeting
concludes or is adjourned) on 2 November 2023 in the case of the
General Meeting.
The ARCHIMED Offer will not lapse as a result of this
announcement or the adjournment of the Meetings to 2 November
2023.
Proposed changes to timetable
Instem will notify Instem Shareholders of the revised timetable
and process in due course.
Recommendation
Given the statements above, the Board, who have been so advised
by Rothschild & Co and Singer Capital Markets as to the
financial terms of the Acquisition, reaffirms its belief that the
ARCHIMED Offer ascribes a highly attractive valuation to Instem as
well as its unanimous recommendation that Instem Shareholders vote
to approve the Scheme at the Court Meeting and vote in favour of
the Special Resolution at the General Meeting.
Enquiries
Instem
Phil Reason Via Walbrook
Nigel Goldsmith
Rothschild & Co (Financial Adviser to Instem)
Alistair Allen Tel: +44 (0) 161 827 3800
Julian Hudson
Tom Palmer
Singer Capital Markets Advisory LLP (Nominated Adviser, Joint
Financial Adviser and Joint Broker to Instem)
Peter Steel Tel: +44 (0) 20 7496 3000
Alex Bond
Oliver Platts
Stifel Nicolaus Europe Limited (Joint Broker to Instem)
Ben Maddison Tel: +44 (0) 20 7710 7600
Richard Short
Walbrook Financial PR (Public Relations Adviser to Instem)
Tom Cooper Tel: +44 (0) 20 7933 8780
Nick Rome
Joe Walker
Disclaimers
Rothschild & Co, which is authorised and regulated by the
FCA in the United Kingdom, is acting exclusively as joint financial
adviser to Instem and for no one else in connection with the
matters referred to in this announcement and will not be
responsible to anyone other than Instem for providing the
protections afforded to clients of Rothschild & Co, nor for
providing advice in relation to the acquisition of Instem or any
other matters referred to in this announcement. Neither Rothschild
& Co nor any of its subsidiaries, branches or affiliates (nor
their respective directors, officers, employees or agents) owes or
accepts any duty, liability or responsibility whatsoever (whether
direct or indirect, whether in contract, in tort, under statute or
otherwise) to any person who is not a client of Rothschild & Co
in connection with this announcement, any statement contained in
this announcement, the acquisition of Instem or otherwise. No
representation or warranty, express or implied, is made by
Rothschild & Co as to the contents of this announcement.
Singer Capital Markets, which is authorised and regulated by the
FCA in the United Kingdom, is acting exclusively as joint financial
adviser and nominated adviser to Instem and no one else in
connection with the matters referred to in this announcement and
will not be responsible to anyone other than Instem for providing
the protections afforded to clients of Singer Capital Markets, nor
for providing advice in relation to the acquisition of Instem or
any other matters referred to in this announcement. Neither Singer
Capital Markets nor any of its affiliates (nor their respective
directors, partners, officers, employees or agents) 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 Singer Capital Markets in
connection with this announcement, any statement contained in this
announcement, the acquisition of Instem or otherwise. No
representation or warranty, express or implied, is made by Singer
Capital Markets as to the contents of this announcement.
Further information
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 service 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.
Publication on website
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 Instem's website at
https://investors.instem.com by no later than 12:00 noon on the
Business Day following the date of this announcement. Neither the
contents of this website nor the content of any other website
accessible from hyperlinks on such websites is incorporated into,
or forms part of, this announcement.
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 Instem 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) Instem 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 Instem 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 Instem or of any securities exchange offeror must
make a Dealing Disclosure if the person deals in any relevant
securities of Instem 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) Instem 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 Instem 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 Instem and by
any offeror, and Dealing Disclosures must also be made by Instem,
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 or independent financial adviser duly
authorised under FSMA if you are resident in the United Kingdom or,
if not, from another appropriate authorised independent financial
adviser.
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END
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