TIDMIRSH TIDMMGGT
RNS Number : 0401T
Parker-Hannifin Corporation
19 July 2022
Not for release, publication or distribution, directly or
indirectly, in whole or in part, in, into or from any jurisdiction
where to do so would constitute a violation of the relevant laws or
regulations of such jurisdiction.
For immediate release
RECOMMED CASH ACQUISITION
of
MEGGITT PLC
by
PARKER-HANNIFIN CORPORATION
to be effected by means of a Scheme of Arrangement under Part 26
of the Companies Act 2006
Update on UK Regulatory Clearances
Parker confirms approval of the Meggitt Acquisition from the
UK's Secretary of State for Business, Energy and Industrial
Strategy and the agreement of legally binding economic
commitments
On 2 August 2021, the boards of Meggitt PLC ("Meggitt") and
Parker-Hannifin Corporation ("Parker") announced that they had
reached agreement on the terms and conditions of a recommended all
cash acquisition of the entire issued, and to be issued, ordinary
share capital of Meggitt PLC (the "Acquisition"), to be effected by
means of a Court-sanctioned scheme of arrangement under Part 26 of
the Companies Act 2006 (the "Companies Act"). Capitalised terms in
this announcement (the "Announcement"), unless otherwise defined,
have the same meanings given to them in the scheme circular
published on 16 August 2021.
Today, Parker welcomes the announcement from the Secretary of
State for Business, Energy and Industrial Strategy ("Secretary of
State") that, following public consultation, he accepts the
competition and national security undertakings provided by Parker
in relation to the Meggitt acquisition and the transaction is
therefore cleared to proceed by the UK Government.
Parker also confirms that it has signed legally binding economic
commitments with the UK Secretary of State. The agreed economic
commitments include maintaining the following, for five years
post-Transaction ("Undertaking Period"):
-- Meggitt's headquarters and its aerospace and advanced
materials centre of excellence in Ansty Park, in Coventry, UK;
-- Meggitt's key areas of existing operational capability in the UK;
-- R&D (including product engineering) and manufacturing labour headcount in the UK;
-- Meggitt's sustainability targets of reducing net carbon
emissions by 50 per cent, by 2025; and achieving net zero
greenhouse gas emissions by 2050;
-- Contractual obligations regarding supply of goods and services to HM Government.
Finally, as innovation is a key driving factor of success for
both Meggitt and Parker, Parker has agreed to increase Meggitt's
R&D expenditure in the UK by at least 40 per cent, by the end
of the Undertaking Period and its UK apprenticeship opportunities
by 20 per cent.
"We are pleased to have reached this important clearance
milestone from the UK Secretary of State," said Tom Williams,
Chairman and Chief Executive Officer. "We have also agreed to
substantial legally binding commitments, which underscore our deep
commitment to the UK. As we move closer to the completion of the
acquisition and the combination of these two strong businesses, we
look forward to welcoming the Meggitt team to Parker."
The Acquisition remains subject to satisfaction or, where
applicable, waiver of the conditions set out in the scheme circular
published on August 16, 2021, including regulatory clearance and
the sanction of the scheme of arrangement by the High Court of
Justice in England and Wales pursuant to the UK Companies Act 2006.
Parker continues to expect the transaction to close in Q3 2022.
For further information, please visit the dedicated transaction
microsite www.aerospacegrowth.com .
About Parker
Parker Hannifin is a Fortune 250 global leader in motion and
control technologies. For more than a century the company has been
enabling engineering breakthroughs that lead to a better tomorrow.
Parker has increased its annual dividend per share paid to
shareholders for 65 consecutive fiscal years, among the top five
longest-running dividend-increase records in the S&P 500 index.
Learn more at www.parker.com or @parkerhannifin.
About Meggitt
Meggitt, headquartered in Coventry, UK, had annual revenue of
approximately $2.3 billion in 2020 and employs more than 9,000 team
members serving customers around the world. Meggitt has diverse
aerospace and defense exposure with technology and products on
almost every major aircraft platform. Meggitt is listed on the
London Stock Exchange and is a constituent of the FTSE 100
index.
Enquiries
Parker
Aidan Gormley, Director, Global Communications and Branding +1
(0)216 896-3258
Robin J. Davenport, Vice President - Corporate Finance +1(0) 216
896-2265
Citigroup Global Markets Limited
(Financial Adviser and Corporate Broker to Parker) +44 (0)20
7986 4000
Sian Evans
Rory Scott
Andrew Miller-Jones (Corporate Broker)
Brunswick Group (Communications Adviser to Parker) +44 (0)20
7404 5959
Simon Sporborg
Charles Pretzlik
David Blackburn
Meggitt
Mat Wootton, VP, Investor Relations +44 (0)7833 094069
Rothschild & Co (Financial Adviser and Rule 3 Adviser to
Meggitt) +44 (0)20 7280 5000
Ravi Gupta
Sabina Pennings
David Morrison
Morgan Stanley & Co. International plc
(Financial Adviser, Rule 3 Adviser and Corporate Broker to
Meggitt) +44 (0)20 7425 8000
Ben Grindley
Shirav Patel
Josh Bretherton
BofA Securities (Financial Adviser and Corporate Broker to
Meggitt) +44 (0)20 7628 1000
Edward Peel
Oliver Elias
FTI Consulting (Communications Adviser to Meggitt) +44 (0)20
3727 1340
Nick Hasell
Alex Le May
Dwight Burden
Important notices relating to financial advisers
Citi, which is authorised in the UK by the PRA and regulated by
the FCA and PRA, is acting exclusively as financial adviser for
Parker and no one else in connection with the Acquisition, and will
not be responsible to anyone other than Parker for providing the
protections afforded to clients of Citi nor for providing advice in
relation to the Acquisition or any other matters referred to in
this Announcement. Neither Citi nor any of its affiliates,
directors or employees owes or accepts any duty, liability or
responsibility whatsoever (whether direct or indirect,
consequential, whether in contract, in tort, in delict, under
statute or otherwise) to any person who is not a client of Citi in
connection with this Announcement, any statement contained herein,
the Acquisition or otherwise.
Rothschild & Co is authorised and regulated by the FCA in
the United Kingdom and is acting exclusively as joint financial
adviser to Meggitt and no one else in connection with the matters
set out in this Announcement and will not be responsible to anyone
other than Meggitt for providing the protections afforded to
clients of Rothschild & Co nor for providing advice in
connection with any matter referred to herein. Neither Rothschild
& Co nor any of its 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 or any statement contained herein.
Morgan Stanley is authorised by the PRA in the United Kingdom
and regulated by the FCA and the PRA in the United Kingdom and is
acting as joint financial adviser and joint corporate broker for
Meggitt and no one else in relation to the matters referred to in
this Announcement. In connection with such matters, Morgan Stanley,
its affiliates and its respective directors, officers, employees
and agents will not regard any other person as their client, nor
will it be responsible to anyone other than Meggitt for providing
the protections afforded to their clients or for providing advice
in connection with the matters described in this Announcement or
any matter referred to herein.
BofA Securities is authorised by the PRA and regulated in the
United Kingdom by the FCA and the PRA and is acting as joint
corporate broker for Meggitt and no one else in relation to the
matters referred to in this Announcement. In connection with such
matters, BofA Securities, its affiliates and its respective
directors, officers, employees and agents will not regard any other
person as their client, nor will it be responsible to anyone other
than Meggitt for providing the protections afforded to their
clients or for providing advice in connection with the matters
described in this Announcement or any matter referred to
herein.
In accordance with the Takeover Code, normal United Kingdom
market practice and Rule 14e-5(b) of the US Exchange Act, BofA
Securities, Morgan Stanley and their affiliates will continue to
act as exempt principal traders in Meggitt securities on the London
Stock Exchange. These purchases and activities by exempt principal
traders which are required to be made public in the United Kingdom
pursuant to the Takeover Code will be reported to a Regulatory
Information Service and will be available on the London Stock
Exchange website at www.londonstockexchange.com. This information
will also be publicly disclosed in the United States to the extent
that such information is made public in the United Kingdom.
Further information
The release, publication or distribution of this Announcement in
or into or from jurisdictions other than the United Kingdom may be
restricted by law and therefore any persons who are subject to the
laws of any jurisdiction other than the United Kingdom should
inform themselves about, and observe, such restrictions. Any
failure to comply with the applicable restrictions may constitute a
violation of the securities laws of 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 does not constitute an offer or invitation to
purchase or subscribe for any securities or a solicitation of an
offer to buy any securities pursuant to this Announcement or
otherwise in any jurisdiction in which such offer or solicitation
is unlawful.
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. Nothing in this
Announcement shall be deemed to be a forecast, projection or
estimate of the future financial performance of Meggitt or Parker
except where otherwise stated.
This Announcement is not a prospectus or prospectus-equivalent
document.
Overseas Shareholders
This Announcement has been prepared for the purposes of
complying with English law, the Takeover Code, the Market Abuse
Regulation, the Disclosure Guidance and Transparency Rules and the
Listing Rules 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
England and Wales. The availability of the Acquisition to Meggitt
Shareholders who are not resident in and citizens of the UK may be
affected by the laws of the relevant jurisdictions in which they
are located or of which they are citizens. Persons who are not
resident in the UK should inform themselves of, and observe, any
applicable legal or regulatory requirements of their jurisdictions.
In particular, the ability of persons who are not resident in the
United Kingdom to vote their Meggitt Shares with respect to the
Scheme at the Court Meeting, or to appoint another person as proxy
to vote at the Court 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.
Unless otherwise determined by Parker or required by the
Takeover 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 Scheme by any such use, means, instrumentality or from within a
Restricted Jurisdiction or any other jurisdiction if to do so would
constitute a violation of the laws of that jurisdiction. Copies of
this Announcement and any formal documentation relating to the
Acquisition are not being, and must not be, directly or indirectly,
mailed or otherwise forwarded, distributed or sent in or into or
from any Restricted Jurisdiction and persons receiving such
documents (including custodians, nominees and trustees) must not
mail or otherwise forward, distribute or send it in or into or from
any Restricted Jurisdiction. Doing so may render invalid any
related purported vote in respect of the Acquisition. If the
Acquisition is implemented (with the consent of the Panel and
subject to and in accordance with the terms of the Cooperation
Agreement) by way of a Takeover Offer (unless otherwise permitted
by applicable law and regulation), the Takeover Offer may not be
made directly or indirectly, in or into, or by the use of mails or
any means or instrumentality (including, but not limited to,
facsimile, e-mail 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 the Takeover Offer may not be capable of
acceptance by any such use, means, instrumentality or
facilities.
Notice to US holders
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 Meggitt Shareholders should note that the
Scheme relates to the shares of an English company 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 this Announcement has been
prepared in accordance with accounting standards applicable in the
UK and may not be comparable to financial information of US
companies or companies whose financial statements are prepared in
accordance with generally accepted accounting principles in the
US.
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
Announcement. Any representation to the contrary is a criminal
offence in the US.
To the extent permitted by applicable law, in accordance with
normal UK practice, Parker or its
nominees, or its brokers (acting as agents), may from time to
time make certain purchases of, or
arrangements to purchase, Meggitt Shares outside of the US,
other than pursuant to the Acquisition, until the date on which the
Acquisition and/or Scheme becomes effective, lapses or is otherwise
withdrawn. These purchases may occur either in the open market at
prevailing prices or in private transactions at negotiated prices.
Any information about such purchases will be disclosed as required
in the UK, will be reported to a Regulatory Information Service and
will be available on the London Stock Exchange website at
www.londonstockexchange.com. If Parker were to elect (with the
consent of the Panel and subject to and in accordance with the
terms of the Cooperation Agreement) to implement the Acquisition by
means of a Takeover Offer, such Takeover Offer would be made in
compliance with all applicable United States laws and regulations,
including Section 14(e) of the US Exchange Act, as amended, and
Regulation 14E thereunder, subject to exemptive relief, including
in respect of Rule 14e5 thereunder.
In accordance with the Takeover Code, normal United Kingdom
market practice and Rule 14e-5(b) of the US Exchange Act, BofA
Securities, Morgan Stanley and their affiliates will continue to
act as exempt principal traders in Meggitt securities on the London
Stock Exchange. These purchases and activities by exempt principal
traders which are required to be made public in the United Kingdom
pursuant to the Takeover Code will be reported to a Regulatory
Information Service and will be available on the London Stock
Exchange website at www.londonstockexchange.com. This information
will also be publicly disclosed in the United States to the extent
that such information is made public in the United Kingdom.
The receipt of consideration by a US Meggitt Shareholder for the
transfer of its Meggitt Shares pursuant to the Acquisition will
likely be a taxable transaction for United States federal income
tax purposes. Each US Meggitt Shareholder is urged to consult their
independent professional adviser immediately regarding the tax
consequences of the Acquisition applicable to them, including under
applicable United States state and local, as well as overseas and
other, tax laws.
It may be difficult for US Meggitt Shareholders to enforce their
rights and any claim arising out of the US federal securities laws,
since Meggitt is located in a non-US jurisdiction, and some or all
of its officers and directors are residents of non-US
jurisdictions. US Meggitt Shareholders may not be able to sue a
non-US company or its officers or directors in a non-US court for
violations of US securities laws. Further, it may be difficult to
compel a non-US company and its affiliates to subject themselves to
a US court's judgement.
Cautionary note regarding forward-looking statements
This Announcement (including information incorporated by
reference in this Announcement), oral
statements made regarding the Acquisition, and other information
published by Meggitt, any member of the Meggitt Group, Parker, or
any member of the Parker Group contain statements which are, or may
be deemed to be, "forward-looking statements", including for the
purposes of the US Private Securities Litigation Reform Act of
1995. Such forward-looking statements are prospective in nature and
are not based on historical facts, but rather on current
expectations and on numerous assumptions regarding the business
strategies and the environment in which Meggitt, any member of the
Meggitt Group, Parker, or any member of the Parker Group or the
Combined Group shall operate in the future and are subject to risks
and uncertainties that could cause actual results to differ
materially from those expressed or implied by those statements.
The forward-looking statements contained in this Announcement
may relate to Meggitt, any member of the Meggitt Group, Parker, or
any member of the Parker Group or the Combined Group's future
prospects, developments and business strategies, the expected
timing and scope of the Acquisition and all other statements in
this Announcement other than statements of historical facts. In
some cases, these forward-looking statements can be identified by
the use of forward-looking terminology, including the terms
'intend', 'aim', 'project', 'anticipate', 'estimate', 'target',
'plan', 'believe', 'expect', 'may', 'should', 'will', 'continue'
or, in each case, their negative and other variations or other
similar or comparable words and expressions. Forward-looking
statements may 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 Meggitt, any
member of the Meggitt Group, Parker, or any member of the Parker
Group's operations and potential synergies resulting from the
Acquisition; and (iii) the effects of global economic conditions
and governmental regulation on Meggitt, any member of the Meggitt
Group, Parker, or any member of the Parker Group's business.
By their nature, forward-looking statements involve risk and
uncertainty because they relate to events and depend on
circumstances that may occur in the future. These events and
circumstances include changes in the global, political, economic,
business, competitive, market and regulatory forces, future
exchange and interest rates, changes in tax rates and future
business combinations or disposals. If any one or more of these
risks or uncertainties materialises or if any one or more of the
assumptions prove incorrect, actual results may differ materially
from those expected, estimated or projected. Such forward-looking
statements should therefore be construed in the light of such
factors.
None of Meggitt, any member of the Meggitt Group, Parker, nor
any member of the Parker Group, nor any of their respective
associates or directors, officers or advisers, provides any
representation, assurance or guarantee that the occurrence of the
events expressed or implied in any forward-looking statements in
this Announcement shall actually occur. Given these risks and
uncertainties, potential investors should not place any reliance on
forward-looking statements.
The forward-looking statements speak only at the date of this
Announcement. All subsequent oral or written forward-looking
statements attributable to Meggitt, any member of the Meggitt
Group, Parker, or any member of the Parker Group, or any of their
respective associates, directors, officers, employees or advisers,
are expressly qualified in their entirety by the cautionary
statement above.
Meggitt, each member of the Meggitt Group, Parker, and each
member of the Parker Group expressly disclaims any obligation to
update such statements other than as required by law or by the
rules of any competent regulatory authority, whether as a result of
new information, future events or otherwise.
Disclosure requirements of the Takeover Code
Under Rule 8.3(a) of the Takeover Code, any person who is
interested in 1% or more of any class of relevant securities of an
offeree company or of any securities exchange offeror (being any
offeror other than an offeror in respect of which it has been
announced that its offer is, or is likely to be, solely in cash)
must make an Opening Position Disclosure following the commencement
of the offer period and, if later, following the announcement in
which any securities exchange offeror is first identified. An
Opening Position Disclosure must contain details of the person's
interests and short positions in, and rights to subscribe for, any
relevant securities of each of (i) the offeree company and (ii) any
securities exchange offeror(s). An Opening Position Disclosure by a
person to whom Rule 8.3(a) applies must be made by no later than
3.30 pm (London time) on the 10th business day following the
commencement of the offer period and, if appropriate, by no later
than 3.30 pm (London time) on the 10th business day following the
announcement in which any securities exchange offeror is first
identified. Relevant persons who deal in the relevant securities of
the offeree company or of a securities exchange offeror prior to
the deadline for making an Opening Position Disclosure must instead
make a Dealing Disclosure.
Under Rule 8.3(b) of the Takeover Code, any person who is, or
becomes, interested in 1% or more of any class of relevant
securities of the offeree company or of any securities exchange
offeror must make a Dealing Disclosure if the person deals in any
relevant securities of the offeree company or of any securities
exchange offeror. A Dealing Disclosure must contain details of the
dealing concerned and of the person's interests and short positions
in, and rights to subscribe for, any relevant securities of each of
(i) the offeree company and (ii) any securities exchange
offeror(s), save to the extent that these details have previously
been disclosed under Rule 8. A Dealing Disclosure by a person to
whom Rule 8.3(b) applies must be made by no later than 3.30 pm
(London time) on the business day following the date of the
relevant dealing.
If two or more persons act together pursuant to an agreement or
understanding, whether formal or informal, to acquire or control an
interest in relevant securities of an offeree company or a
securities exchange offeror, they will be deemed to be a single
person for the purpose of Rule 8.3.
Opening Position Disclosures must also be made by the offeree
company and by any offeror and
Dealing Disclosures must also be made by the offeree company, by
any offeror and by any persons acting in concert with any of them
(see Rules 8.1, 8.2 and 8.4).
Details of the offeree and offeror companies in respect of whose
relevant securities Opening Position Disclosures and Dealing
Disclosures must be made can be found in the Disclosure Table on
the Takeover Panel's website at www.thetakeoverpanel.org.uk,
including details of the number of relevant securities in issue,
when the offer period commenced and when any offeror was first
identified. You should contact the Panel's Market Surveillance Unit
on +44 (0)20 7638 0129 if you are in any doubt as to whether you
are required to make an Opening Position Disclosure or a Dealing
Disclosure.
Publication on website
A copy of this Announcement shall be made available, subject to
certain restrictions relating to persons resident in Restricted
Jurisdictions, on Meggitt and Parker's websites at
www.meggittoffer.com and www.aerospacegrowth.com respectively by no
later than 12:00 noon on the Business Day following the date of
publication of this Announcement. For the avoidance of doubt, the
contents of these websites are not incorporated into and do not
form part of this Announcement.
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END
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