TIDMSOPH
RNS Number : 8235C
Sophos Group Plc
13 February 2020
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
13 February 2020
RECOMMED CASH ACQUISITION
of
SOPHOS GROUP plc
by
SURF BUYER LIMITED
(a newly formed company owned by FUNDS MANAGED aND/OR ADVISED BY
THOMA BRAVO, LLC)
to be effected by means of a Scheme of Arrangement under
Part 26 of the Companies Act 2006
SATISFACTION / WAIVER OF CONDITIONS, SCHEME TIMETABLE AND UPDATE
TO ELECTION RETURN TIME
On 14 October 2019, the boards of Sophos Group PLC ("Sophos")
and Surf Buyer Limited, a newly formed company owned by funds
managed and/or advised by Thoma Bravo, LLC ("Bidco") announced the
terms of a recommended cash offer pursuant to which Bidco will
acquire the entire issued and to be issued share capital of Sophos
(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 Sophos Shareholders on 8 November
2019.
On 3 December 2019, Sophos announced that the Scheme and the
Acquisition had been approved by Sophos Shareholders at the Court
Meeting and the General Meeting, respectively.
The Acquisition is subject to the Conditions set out in Part III
of the Scheme Document, including the receipt of certain anti-trust
and regulatory approvals. Thoma Bravo, LLC and Bidco are pleased to
confirm that all of the Conditions relating to anti-trust and
regulatory approvals have now been satisfied or (where capable of
waiver) waived.
Capitalised terms used but not defined in this announcement have
the meanings given to them in the Scheme Document. All references
to times in this Announcement are to London times unless otherwise
stated.
Next steps and Court Sanction Hearing
The Scheme remains subject to certain other conditions,
including sanction by the Court at the Scheme Court Hearing
(expected to take place on 25 February 2020) and the delivery of a
copy of the Court Order to the Registrar of Companies. Subject to
the Scheme receiving the sanction of the Court, the delivery of a
copy of the Court Order to the Registrar of Companies, and the
satisfaction (or, where applicable, the waiver) of the other
Conditions set out in Part III of the Scheme Document, the Scheme
is expected to become effective on 27 February 2020.
The expected timetable of principal events for the
implementation of the Scheme is set out below. If any change to the
key dates and/or times set out in the timetable are made, Sophos
and Bidco will give notice of this change by issuing an
announcement through a Regulatory Information Service and by making
such announcement available on Sophos' website at
https://investors.sophos.com.
Currency Election
As set out in the Scheme Document, a Currency Conversion
Facility has been made available to Sophos Shareholders pursuant to
which Sophos Shareholders may elect (subject to the terms and
conditions of the facility) to receive the Cash Consideration in
GBP at the Average Market Exchange Rate obtained by Bidco through
one or more market transactions over one or more Business Days
following the Scheme Record Time and prior to the relevant payment
date. As set out in Part IX (Notes for Making Currency Elections)
of the Scheme Document, for technical reasons, it is not possible
for Sophos Shareholders to make a Currency Election through CREST
under the Currency Conversion Facility until the date of the Court
Hearing is known.
The deadline for making a Currency Election (referred to in the
Scheme Document as the Election Return Time) is 1.00 p.m. (London
time) on 25 February 2020 (or, in the case that the Court Hearing
is postponed, 1.00 p.m. on the day of the new Court Hearing).
Unless a valid Currency Election is received by this time, Sophos
Shareholders will receive their Cash Consideration under the Scheme
in USD.
Any changes to the deadline for making a Currency Election will
be announced by Sophos through a Regulatory Information
Service.
Sophos Shareholders who wish to make a Currency Election should
read Part IX of the Scheme Document which contains further details
on making a Currency Election.
Elections by Sophos Shareholders holding Sophos Shares in
uncertificated form (that is, in CREST)
From the date of this announcement until 1.00 p.m. on 25
February 2020 (the day of the Court Hearing), each Sophos
Shareholder who holds Sophos Shares in uncertificated form can make
a Currency Election by making a relevant TTE Instruction through
CREST by following the instructions set out in Part IX of the
Scheme Document.
Each Sophos Shareholder who holds Sophos Shares in
uncertificated form at the Scheme Record Time and does not make a
valid Currency Election must ensure that an active USD Cash
Memorandum Account is in place in CREST by no later than the Scheme
Record Time. In the absence of a USD Cash Memorandum Account, the
payment of the Cash Consideration will not settle, resulting in a
delay and the settlement of the Cash Consideration outside of
CREST.
Elections by Sophos Shareholders holding Sophos Shares in
certificated form
Each Sophos Shareholder who holds Sophos Shares in certificated
form can make a Currency Election by completing and signing the red
Form of Election which was sent to such Sophos Shareholders on 8
November 2019 with a copy (or a notification of availability) of
the Scheme Document. Sophos Shareholders should follow the
instructions printed on the Form of Election and set out in Part IX
of the Scheme Document when completing and signing the Form of
Election. The completed and signed Form of Election should be
returned to Link Asset Services at Corporate Actions, The Registry,
34 Beckenham Road, Beckenham, Kent BR3 4TU by the Election Return
Time.
Please note that, unless the Court Hearing is postponed to a
later date, the latest time for Link Asset Services to receive a
Form of Election will be 1.00 p.m. on 25 February 2020. You should
allow sufficient time for posting for your Form of Election to be
received.
Effective Date and Timetable
The expected timetable of principal events for the
implementation of the Scheme is set out below. If any change to the
key dates and/or times set out in the timetable are made, Sophos
and Bidco will give notice of this change by issuing an
announcement through a Regulatory Information Service and by making
such announcement available on Sophos' website at
https://investors.sophos.com.
Event Time and/or date(1)
Scheme Court Hearing 25 February 2020
Last time for receipt of red 1:00pm on 25 February 2020
Form of Election or TTE Instructions
relating to Currency Election 26 February 2020
Last day for dealings in, and
for the registration of transfers 8.00 p.m. on 26 February
of, Sophos Shares 2020
Scheme Record Time 8.00 p.m. on 26 February
Disablement of CREST in respect 2020
of Sophos Shares
Suspension of dealings in Sophos By 7.30 a.m. on 27 February
Shares 2020
Effective Date of the Scheme 27 February 2020
Cancellation of listing of Sophos By 7.30 a.m. on 28 February
Shares 2020
Latest date for despatch of 12 March 2020
cheques and crediting of CREST
accounts for cash consideration
due under the Scheme
Long Stop Date 26 June 2020(2)
Note:
(1) All references in this announcement to times are to
London, United Kingdom time unless otherwise stated.
(2) This is the latest date by which the Scheme may become
effective. However, the Long Stop Date may be extended
to such later date as Sophos and Bidco may agree in writing
(with the Panel's consent and as the Court may approve
(if such consent and/or approval is/are required)).
Enquiries:
Sophos Group plc Tel: +44 (0) 12 3555 9933
Kris Hagerman, Chief Executive Officer
Derek Brown, Vice President Investor
Relations
Tulchan Communications (financial PR Tel: +44 (0)20 7353 4200
adviser to Sophos)
James Macey White
Sunni Chauhan
Harry Cameron
Matt Low
J.P. Morgan Cazenove (lead financial Tel: +44 (0)20 7742 4000
adviser and corporate broker to Sophos)
Gary Weiss
Bill Hutchings
James Robinson
Chris Wood
Lazard (financial adviser and Rule Tel: +44 (0)20 7187 2000
3 adviser to Sophos)
Cyrus Kapadia
Philippe Noël
UBS AG London Branch (corporate broker Tel: +44 (0)20 7567 8000
and financial adviser to Sophos)
Jonathan Rowley
David Roberts
Finsbury (PR adviser to Bidco and Thoma Tel: +44 (0)20 7251 3801
Bravo)
Faeth Birch
Edward Simpkins
Goldman Sachs (financial adviser to
Bidco and Thoma Bravo)
Ward Waltemath Tel: +1 212 902 1000
Mark Sorrell Tel: +44 (0)20 7774 1000
Chris Emmerson Tel: +44 (0)20 7774 1000
Jimmy Bastock (Corporate Broking) Tel: +44 (0)20 7774 1000
Important notices
Goldman Sachs International, which is authorised by the PRA and
regulated by the FCA and the PRA in the United Kingdom, and Goldman
Sachs & Co. LLC (together, "Goldman Sachs") are acting
exclusively for Bidco and Thoma Bravo as financial advisers and no
one else in connection with the Acquisition, this announcement or
any matter referred to herein and will not be responsible to anyone
other than Bidco and Thoma Bravo for providing the protections
afforded to clients of Goldman Sachs, nor for providing advice in
connection with the Acquisition, this announcement or any matter
referred to herein. Neither Goldman Sachs nor any of Goldman Sachs'
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 in
connection with the Acquisition, this announcement, any matter
referred to herein or otherwise.
J.P. Morgan Securities plc, which conducts its UK investment
banking business as J.P. Morgan Cazenove ("J.P. Morgan Cazenove"),
is authorised in the United Kingdom by the PRA and regulated by the
PRA and the FCA. J.P. Morgan Cazenove is acting as financial
adviser exclusively for Sophos and no one else in connection with
the Acquisition and will not regard any other person as its client
in relation to the Acquisition and will not be responsible to
anyone other than Sophos for providing the protections afforded to
clients of J.P. Morgan Cazenove or its affiliates, or for providing
advice in relation to the Acquisition or any other matter or
arrangement referred to herein.
Lazard & Co., Limited ("Lazard"), which is authorised and
regulated by the FCA in the United Kingdom, is acting exclusively
as financial adviser to Sophos and no one else in connection with
the Acquisition and will not be responsible to anyone other than
Sophos for providing the protections afforded to clients of Lazard
nor for providing advice in connection with the Acquisition 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 the Acquisition, any statement
contained herein or otherwise.
UBS AG London Branch ("UBS") is authorised and regulated by the
Financial Market Supervisory Authority in Switzerland. It is
authorised by the PRA and subject to regulation by the FCA and
limited regulation by the PRA in the United Kingdom. UBS is acting
exclusively as financial adviser to Sophos and no one else for the
purpose of the Acquisition and will not be responsible to anyone
other than Sophos for providing the protections offered to clients
of UBS nor for providing advice in relation to the Acquisition or
any transaction, arrangement or other matter referred to
herein.
In accordance with the Takeover Code, Goldman Sachs
International, J.P. Morgan Cazenove and UBS and their respective
affiliates will continue to act as exempt principal trader in
Sophos 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
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 Sophos in
any jurisdiction in contravention of applicable law. The
Acquisition will be implemented solely pursuant to the terms of the
Scheme Document (or, if the Acquisition is implemented by way of an
Offer, the Offer 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 Shareholders
This announcement has been prepared in accordance with English
law, the Takeover Code, the Market Abuse Regulation, the Listing
Rules and the Disclosure Guidance and Transparency Rules and
information disclosed may not be the same as that which would have
been prepared in accordance with the laws of jurisdictions outside
England.
The availability of the Acquisition to Sophos 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. 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 UK should inform themselves of,
and observe, any applicable legal or regulatory requirements of
their jurisdictions. 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 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.
The receipt of cash pursuant to the Acquisition by a US holder
of Sophos Shares as consideration for the transfer of its Sophos
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 Sophos Shares is strongly advised
to consult an appropriately qualified independent professional tax
adviser immediately with respect to the tax consequences of the
Scheme.
Overseas shareholders should consult their own legal and tax
advisers with respect to the legal and tax consequences of the
Scheme.
Publication on a website
This announcement will be made available on the Sophos website
at https://investors.sophos.com promptly and in any event by no
later than 12:00 p.m. on the Business Day following the date of
this announcement. For the avoidance of doubt, the content of the
website referred to in this announcement is not incorporated into
and does not form 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
OUPUUVNRROUUAAR
(END) Dow Jones Newswires
February 13, 2020 02:00 ET (07:00 GMT)
Sophos (LSE:SOPH)
Historical Stock Chart
From Jun 2024 to Jul 2024
Sophos (LSE:SOPH)
Historical Stock Chart
From Jul 2023 to Jul 2024