TIDMMERL
RNS Number : 1418S
Merlin Entertainments plc
04 November 2019
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
4 November 2019
RECOMMED CASH ACQUISITION
of
MERLIN ENTERTAINMENTS PLC
by
MOTION ACQUISITION LIMITED
(a company owned by joint offerors (i) KIRKBI INvest A/S and
(ii) funds ADVISED BY blackstone core equity advisors l.l.c. and
canada pension plan investment board as a co-investor)
to be effected by means of a Scheme of Arrangement under
Part 26 of the Companies Act 2006
MERLIN ENTERTAINMENTS PLC SCHEME OF ARRANGEMENT BECOMES
EFFECTIVE
On 28 June 2019, the Independent Directors of Merlin
Entertainments plc ("Merlin") and the board of Motion Acquisition
Limited ("Bidco"), a company owned by joint offerors (i) KIRKBI
Invest A/S ("KIRKBI") and (ii) funds advised by Blackstone Core
Equity Advisors L.L.C. and Canada Pension Plan Investment Board as
a co-investor, announced that they had agreed the terms of a
recommended cash offer pursuant to which Bidco will acquire the
entire issued and to be issued share capital of Merlin, other than
those shares already owned or controlled by KIRKBI (the
"Acquisition") to be effected by means of a Court-sanctioned scheme
of arrangement under Part 26 of the Companies Act (the "Scheme").
The circular in relation to the Scheme (the "Scheme Document") was
posted to Merlin Shareholders on 1 August 2019.
On 31 October 2019, Merlin announced that the High Court of
Justice in England and Wales had sanctioned the Scheme at the
Scheme Court Hearing held on 31 October 2019.
Merlin and Bidco are pleased to announce that, following the
delivery of the Court Order to the Registrar of Companies today,
the Scheme has now become effective in accordance with its terms
and, pursuant to the Scheme, the entire issued and to be issued
share capital of Merlin (other than those shares owned or
controlled by KIRKBI) is now owned by Bidco. In relation to those
shares owned or controlled by KIRKBI, Bidco confirms that such
shares are anticipated to be transferred to Bidco today pursuant to
the Share Exchange Deed entered into by KIRKBI and Bidco.
A Scheme Shareholder on the register of members of Merlin at the
Scheme Record Time, being 6.00 p.m. (London time) on 1 November
2019, will be entitled to receive 455 pence in cash for each Scheme
Share held. Settlement of the consideration to which any Scheme
Shareholder is entitled will be effected by way of the despatch of
cheques or the crediting of CREST accounts (for Scheme Shareholders
holding Scheme Shares in certificated form and in uncertificated
form respectively) as soon as practicable and in any event not
later than 14 days after the Effective Date, as set out in the
Scheme Document.
Applications have been made to the Financial Conduct Authority
and the London Stock Exchange in relation to the de-listing of
Merlin Shares from the premium listing segment of the Official List
and the cancellation of the admission to trading of Merlin Shares
on the London Stock Exchange's main market for listed securities,
which is expected to take place at 8:00 a.m. (London time) on 5
November 2019.
As the Scheme has now become effective, Merlin duly announces
that, as of today's date, Joseph Baratta, Peter Wallace, Jørgen Vig
Knudstorp, Sidsel Marie Kristensen and Lori Hall-Kimm have been
appointed to the Merlin Board and Sir John Sunderland, Rachel
Chiang, Andrew Fisher, Charles Gurassa, Fru Hazlitt and Trudy
Rautio have tendered their resignations and have stepped down from
the Merlin Board.
Full details of the Acquisition are set out in the Scheme
Document published on 1 August 2019.
Capitalised terms used but not defined in this announcement have
the meanings given to them in the Scheme Document.
Enquiries:
Merlin Tel: +44 (0)1202 493 011
Simon Whittington (Investors) Tel: +44 (0)1202 493 014
James Crampton (Media)
Goldman Sachs International (lead financial Tel: +44 (0)20 7774 1000
adviser to Merlin)
Anthony Gutman
Nick Harper
James Brodie
Barclays (financial adviser and corporate Tel: +44 (0)20 7623 2323
broker to Merlin)
Alisdair Gayne
Daniel Ross
Tom Macdonald
Citi (financial adviser and corporate Tel: +44 (0)20 7986 4000
broker to Merlin)
Andrew Seaton
Jan Skarbek
Peter Catterall
Brunswick (PR adviser to Merlin) Tel: +44 (0)20 7404 5959
Simon Sporborg
Fiona Micallef-Eynaud
Imran Jina
FTI Consulting (PR adviser to KIRKBI and Tel: +44 (0)20 3727 1166
Blackstone) Tel: +44 (0)20 3727 1067
Louisa Feltes Tel: +44 (0)20 3727 1039
Ed Bridges Tel: +44 (0)20 3727 1314
Mitch Barltrop
Katherine Bell
Blackstone Tel: +44 (0)20 7451 4053
Ramesh Chhabra
Lazard (sole financial adviser to Bidco) Tel: +44 (0)20 7187 2581
William Rucker Tel: +44 (0)20 7187 2251
Charlie Foreman Tel: +44 (0)20 7187 2458
William Lawes Tel: +44 (0)20 7187 2309
Mia Tukulj
Important notices
Goldman Sachs International, which is authorised by the PRA and
regulated by the FCA and the PRA in the United Kingdom, is acting
exclusively for Merlin as financial adviser and no one else in
connection with the Acquisition and other matters set out in this
Announcement and will not be responsible to anyone other than
Merlin for providing the protections afforded to clients of Goldman
Sachs International, or for providing advice in connection with the
Acquisition, the content of this Announcement or any matter
referred to herein. Neither Goldman Sachs International or any of
its subsidiaries, affiliates or branches owes or accepts any duty,
liability or responsibility whatsoever (whether direct, indirect,
consequential, whether in contract, in tort, under statute or
otherwise) to any person who is not a client of Goldman Sachs
International in connection with this Announcement, any statement
contained herein or otherwise.
Barclays Bank PLC, acting through its Investment Bank
("Barclays"), which is authorised in the United Kingdom by the PRA
and regulated in the United Kingdom by the FCA and the PRA, is
acting exclusively for Merlin as financial adviser and no one else
in connection with the Acquisition and will not be responsible to
anyone other than Merlin in providing the protections afforded to
clients of Barclays or for providing advice in relation to the
Acquisition, the content of this Announcement or any other matter
referred to herein. Neither Barclays nor any of its subsidiaries,
affiliates or branches owes or accepts any duty, liability or
responsibility whatsoever (whether direct, indirect, consequential,
whether in contract, in tort, under statute or otherwise) to any
person who is not a client of Barclays in connection with this
Document, any statement contained herein or otherwise
Citigroup Global Markets Limited ("Citi"), which is authorised
in the United Kingdom by the PRA and regulated in the United
Kingdom by the FCA and the PRA, is acting exclusively for Merlin as
financial adviser and no one else in connection with the
Acquisition and other matters set out in this Announcement and will
not be responsible to anyone other than Merlin for providing the
protections afforded to clients of Citi, or for providing advice in
connection with the Acquisition, the content of this Announcement
or any matter referred to herein. Neither Citi nor any of its
subsidiaries, affiliates or branches owes or accepts any duty,
liability or responsibility whatsoever (whether direct, indirect,
consequential, whether in contract, in tort, under statute or
otherwise) to any person who is not a client of Citi in connection
with this Announcement, any statement contained herein or
otherwise.
Lazard & Co., Limited ("Lazard"), which is authorised by and
regulated by the FCA in the United Kingdom, is acting exclusively
as financial adviser to Bidco and no one else in connection with
the Acquisition and other matters set out in this Announcement and
will not be responsible to anyone other than Bidco for providing
the protections afforded to clients of Lazard or for providing
advice in relation to the Acquisition, the content of this
Announcement or any other matter referred to herein. Neither Lazard
nor any of its affiliates owes or accepts any duty, liability or
responsibility whatsoever (whether direct or indirect, whether in
contract, in tort, under statute or otherwise) to any person who is
not a client of Lazard in connection with this Announcement, any
statement contained herein or otherwise.
Merrill Lynch International ("BofA Merrill Lynch"), which is
authorised in the United Kingdom by the PRA and regulated in the
United Kingdom by the FCA and the PRA, is acting exclusively for
Blackstone and for no one else and will not be responsible to
anyone other than Blackstone for providing the protections afforded
to its clients or for providing advice in relation to the matters
referred to in this Announcement. Neither BofA Merrill Lynch, nor
any of its affiliates, owes or accepts any duty, liability or
responsibility whatsoever (whether direct or indirect, whether in
contract, in tort, under statute or otherwise) to any person who is
not a client of BofA Merrill Lynch 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 part of, any offer,
invitation or the solicitation of an offer to purchase, otherwise
acquire, subscribe for, sell or otherwise dispose of any
securities, or the solicitation of any vote or approval in any
jurisdiction, pursuant to the Acquisition or otherwise nor shall
there be any sale, issuance or transfer of securities of Merlin in
any jurisdiction in contravention of applicable law. The
Acquisition will be implemented solely by means of the Scheme
Document, which contains the full terms and conditions of the
Acquisition. Each Shareholder is urged to consult his independent
professional adviser immediately regarding the tax consequences of
the Acquisition applicable to him.
This Announcement does not constitute a prospectus or prospectus
equivalent document.
Overseas jurisdictions
This Announcement has been prepared for the purpose of complying
with English law, the Code and the Listing Rules and 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 the United Kingdom.
The availability of the Acquisition to holders of Shares who are
not resident in the United Kingdom may be affected by the laws of
the relevant jurisdictions in which they are resident. It is the
responsibility of any person outside the United Kingdom into whose
possession this Announcement comes to satisfy themselves as to the
full observance of the laws of the relevant jurisdiction in
connection with the Acquisition, including the obtaining of any
governmental, exchange control or other consents which may be
required and/or compliance with other necessary formalities which
are required to be observed and the payment of any issue, transfer
or other taxes or levies due in such jurisdiction.
The release, publication or distribution of this Announcement in
certain jurisdictions may be restricted by law. Persons who are not
resident in the United Kingdom or who are subject to the laws of
other jurisdictions should inform themselves of, and observe, any
applicable requirements. Any failure to comply with the applicable
restrictions may constitute a violation of the securities laws of
any such jurisdiction. To the fullest extent permitted by
applicable law, the companies and persons involved in the
Acquisition disclaim any responsibility or liability for the
violation of such restrictions by any person.
Unless otherwise determined by Bidco 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. Accordingly, copies of this Announcement and all
documents relating to the Acquisition are not being, and must not
be, directly or indirectly, mailed or otherwise forwarded,
distributed or sent in, into or from a Restricted Jurisdiction
where to do so would violate the laws in that jurisdiction, and
persons receiving copies of this Announcement and all documents
relating to the Acquisition (including custodians, nominees and
trustees) must observe these restrictions and must not mail or
otherwise distribute or send them in, into or from such
jurisdictions where to do so would violate the laws in that
jurisdiction.
The Acquisition relates to shares in an English company and is
proposed to be made by means of a scheme of arrangement under
English company law. US holders of Merlin Shares should note that
the Scheme relates to the shares of an English company that is a
"foreign private issuer" as defined under Rule 3b-4 of the US
Exchange Act and will be governed by English law. Neither the US
proxy solicitation rules nor the tender offer rules under the US
Exchange Act will apply to the Acquisition and the Scheme.
Moreover, the Acquisition and the Scheme are subject to the
disclosure requirements and practices applicable in England to
schemes of arrangement, which differ from the disclosure
requirements of the US proxy solicitation rules and tender offer
rules. Financial information included in the Scheme Document has
been prepared in accordance with accounting standards applicable in
the UK that may not be comparable to financial statements of US
companies whose financial statements are prepared in accordance
with generally accepted accounting principles in the United
States.
Neither the SEC nor any securities commission of any state of
the US nor any other US regulatory authority has approved the
Acquisition, passed upon the fairness of the Acquisition or passed
upon the adequacy or accuracy of this Document. Any representation
to the contrary is a criminal offence in the US.
The receipt of cash pursuant to the Acquisition by a US holder
of Merlin Shares as consideration for the transfer of its Merlin
Shares pursuant to the Scheme will be a taxable transaction for US
federal income tax purposes and may also be a taxable transaction
under applicable state and local tax laws, as well as foreign and
other tax laws. Each US holder of Merlin Shares is strongly advised
to consult an appropriately qualified independent professional tax
adviser immediately with respect to the tax consequences of the
Scheme.
This Announcement does not constitute an offer to sell or issue
or the solicitation of an offer to buy or subscribe for shares in
any jurisdiction in which such offer or solicitation is
unlawful.
Overseas shareholders should consult their own legal and tax
advisers with respect to the legal and tax consequences of the
Scheme.
Publication on website
A copy of this Announcement will be made available on the Merlin
website at www.merlinentertainments.biz/recommended-offer and the
Bidco website at www.motion-offer.com by no later than 12:00 p.m.
on the Business Day following this Announcement. For the avoidance
of doubt, neither the content of any website referred to in this
Announcement nor the content of any website accessible from
hyperlinks is incorporated into, or forms part of, this
Announcement.
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.
END
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November 04, 2019 04:44 ET (09:44 GMT)
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