TIDMKBC
RNS Number : 5490O
KBC Advanced Technologies plc
09 February 2016
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN
PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD
CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH
JURISDICTION
9 February 2016
Recommended cash acquisition of KBC Advanced Technologies plc by
ATI Global Optimisation Ltd (a wholly-owned subsidiary of Aspen
Technology, Inc.)
Agreement with Aspen Technology, Inc. in relation to the
conversion of KBC Advanced Technologies plc's historical financial
statements into US GAAP
On 12 January 2016, it was announced that KBC Advanced
Technologies plc ("KBC") and Aspen Technology, Inc. ("AspenTech")
had reached agreement on the terms of a recommended all cash
acquisition by which the entire issued and to be issued share
capital of KBC will be acquired by ATI Global Optimisation Ltd (the
"Acquisition"). On 5 February 2016, it was announced that KBC had
posted the scheme document relating to the Acquisition (the "Scheme
Document") to KBC Shareholders and the holders of options or awards
under the KBC Share Schemes.
In connection with the implementation of the Acquisition, KBC
announces that it has entered into an agreement with AspenTech
dated 9 February 2016 (the "Accounting Report Agreement") in
relation to the commission by KBC of CFGI, LLC. ("CFGI") to assist
in converting KBC's historical year-end and interim financial
statements for applicable periods as defined by SEC and US GAAP
guidance from IFRS to US GAAP (the "Commission"). Under the
Accounting Report Agreement, AspenTech irrevocably undertook on
demand to make a payment to KBC of an amount equal to any fees and
out of pocket expenses paid or payable by KBC to CFGI in connection
with the Commission ("Fees"), provided that: (i) the aggregate of
all such Fees does not exceed US$300,000; and (ii) in the
circumstances that an Offeror (as defined in the City Code on
Takeovers and Mergers (the "Code")), that is not AspenTech, makes
an announcement of an Offer (as defined in the Code) for KBC during
the current Offer Period (as defined in the Code) (a "Rival
Offer"), AspenTech's obligation shall only extend to such Fees that
have been properly incurred as at the date of the Rival Offer (the
"Rival Offer Date"), and to the extent properly incurred, thirty
days after the Rival Offer Date.
In addition, KBC and AspenTech agreed, amongst other things,
that any work product resulting from the Commission will not be
made available directly or indirectly by CFGI or KBC to AspenTech
or any of AspenTech's professional advisers until on or after the
date on which the Scheme becomes Effective, save where the parties
have agreed otherwise with the consent of the Panel.
In accordance with Rule 26.2 of the Code, a copy of the
Accounting Report Agreement will be made available, free of charge,
at KBC's website at http://ir.kbcat.com/home/ and AspenTech's
website at www.aspentech.com/corporate/press/press-releases.aspx by
no later than 12 noon on 10 February 2016.
Capitalised terms in this announcement (the "Announcement"),
unless otherwise defined, have the same meanings as set out in the
Scheme Document.
Enquiries
AspenTech Tel: +1 781 KBC Tel: +44 (0)20
David Grip 221 5273 Eric Dodd, 7357 0800
Chief Financial
Officer
J.P. Morgan Evercore Tel: +44 (0)20
(Financial Tel: +1 888 (Financial 7653 6000
Adviser to 963 5089 Adviser to
AspenTech) Tel: +44 (0) KBC) Tel: +44 (0)20
Brian Truesdale 20 7742 4000 Edward Banks 7397 8900
Rupert Sadler/James Cenkos
Robinson (Corporate
broker and
NOMAD to KBC)
Bobbie Hilliam
Julian Morse
ICR Tel: +1 646 Weber Shandwick Tel: +44 (0)20
(PR Adviser 277 1251 (PR Adviser 7067 0000
to AspenTech) to KBC)
Brian Denyeau Nick Oborne
Tom Jenkins
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, at KBC's website at
http://ir.kbcat.com/home/ and AspenTech's website at
www.aspentech.com/corporate/press/press-releases.aspx and by no
later than 12 noon on 10 February 2016.
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 30.2 of the Code, a person so entitled
may request a hard copy of this Announcement, free of charge, by
contacting the Registrar, Computershare Investor Services PLC at
The Pavilions, Bridgwater Road, Bristol BS99 6ZY or by telephone on
0370 707 1099 (from within the UK) or +44 370 707 1099 (from
outside the UK). A hard copy of this Announcement will not be sent
unless so requested. In accordance with Rule 30.2 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.
Disclosure Requirements of the Code
Under Rule 8.3(a) of the Code, any person who is interested in
1% or more of any class of relevant securities of an offeree
company or of any securities exchange offeror (being any offeror
other than an offeror in respect of which it has been announced
that its offer is, or is likely to be, solely in cash) must make an
Opening Position Disclosure following the commencement of the offer
period and, if later, following the announcement in which any
securities exchange offeror is first identified. An Opening
Position Disclosure must contain details of the person's interests
and short positions in, and rights to subscribe for, any relevant
securities of each of (i) the offeree company and (ii) any
securities exchange offeror(s). An Opening Position Disclosure by a
person to whom Rule 8.3(a) applies must be made by no later than
3.30 pm (London time) on the 10th business day (as defined in the
Code) following the commencement of the offer period and, if
appropriate, by no later than 3.30 pm (London time) on the 10th
business day (as defined in the Code) following the announcement in
which any securities exchange offeror is first identified. Relevant
persons who deal in the relevant securities of the offeree company
or of a securities exchange offeror prior to the deadline for
making an Opening Position Disclosure must instead make a Dealing
Disclosure.
Under Rule 8.3(b) of the Code, any person who is, or becomes,
interested in 1% or more of any class of relevant securities of the
offeree company or of any securities exchange offeror must make a
Dealing Disclosure if the person deals in any relevant securities
of the offeree company or of any securities exchange offeror. A
Dealing Disclosure must contain details of the dealing concerned
and of the person's interests and short positions in, and rights to
subscribe for, any relevant securities of each of (i) the offeree
company and (ii) any securities exchange offeror(s), save to the
extent that these details have previously been disclosed under Rule
8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies
must be made by no later than 3.30 pm (London time) on the business
day (as defined in the Code) 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.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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