TIDMTCM
RNS Number : 0115L
u-blox Holding AG
08 January 2021
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN
PART, IN OR INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD
CONSITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION.
THIS ANNOUNCEMENT DOES NOT CONSTITUTE A TAKEOVER OFFER OR AN OFFER
OF SECURITIES. NO OFFER OR SALE OF SECURITIES MAY OCCUR IN THE
UNITED STATES UNLESS THE TRANSACTION HAS BEEN REGISTERED UNDER THE
US SECURITIES ACT OF 1933 OR IS EXEMPT FROM REGISTRATION
THEREUNDER.
THIS ANNOUNCEMENT IS NOT AN ANNOUNCEMENT OF A FIRM INTENTION TO
MAKE AN OFFER UNDER RULE 2.7 OF THE CITY CODE ON TAKEOVERS AND
MERGERS (THE "CODE") AND THERE CAN BE NO CERTAINTY THAT A FIRM
OFFER WILL BE MADE.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
For immediate release
8 January 2021
STATEMENT REGARDING TELIT COMMUNICATIONS PLC ("Telit")
u-blox Holding AG ("u-blox") notes Telit's announcement on 7
January 2021 and confirms that it has received a letter from Telit,
terminating discussions regarding a possible combination between
the parties.
u-blox believes that a combination of the two entities has
strong strategic rationale and could result in substantial
synergies, to the benefit of both sets of shareholders, through the
combined product offering, and scale benefits in areas including
innovation, sales and global distribution channels.
As announced on 20 November 2020, u-blox had proposed a possible
all-share combination with an offer price of GBP2.50 per Telit
share. u-blox believes that this price is a compelling proposition
for Telit's shareholders. u-blox remains open to discussing with
the Board of Telit the strategic benefits of a combination between
the two companies.
Pursuant to Rule 2.5 of the Code, the terms of any possible
offer by u-blox for Telit remain subject to the express
reservations set out in u-blox's announcement dated 20 November
2020. There can be no certainty that any transaction will
ultimately be forthcoming. In accordance with Rule 2.6(a) of the
Code, u-blox is required, by no later than 5.00 pm (London time) on
18 January 2021, to either announce a firm intention to make an
offer for Telit in accordance with Rule 2.7 of the Code or announce
that it does not intend to make an offer, in which case the
announcement will be treated as a statement to which Rule 2.8 of
the Code applies. This deadline can be extended with the consent of
the Panel on Takeovers and Mergers, on Telit's request, in
accordance with Rule 2.6(c) of the Code.
Enquiries:
Credit Suisse, financial adviser to u-blox +44 20 7888 8888
Philippe Cerf
Ben Deary
Important notices
In accordance with Rule 26.1 of the Code, a copy of this
announcement will be available on u-blox's website at
(www.u-blox.com). The content of the website referred to in this
announcement is not incorporated into and does not form part of
this announcement.
This communication is not intended to and does not constitute an
offer to buy or the solicitation of an offer to subscribe for or
sell or an invitation to purchase or subscribe for any securities
or the solicitation of any vote in any jurisdiction. The release,
publication or distribution of this communication in whole or in
part, directly or indirectly, in, into or from certain
jurisdictions may be restricted by law and therefore persons in
such jurisdictions should inform themselves about and observe such
restrictions.
The distribution of this announcement in jurisdictions outside
the United Kingdom may be restricted by law and therefore persons
into whose possession this announcement comes should inform
themselves about, and observe, such restrictions. Any failure to
comply with the restrictions may constitute a violation of the
securities law of any such jurisdictions.
Credit Suisse International ("Credit Suisse"), which is
authorised by the Prudential Regulation Authority and regulated by
the Financial Conduct Authority and the Prudential Regulation
Authority in the UK, is acting as lead financial adviser
exclusively for u-blox and no one else in connection with the
matters set out in this announcement and will not be responsible to
any person other than u-blox for providing the protections afforded
to clients of Credit Suisse, nor for providing advice in relation
to the content of this announcement or any matter referred to
herein. Neither Credit Suisse nor any of its subsidiaries, branches
or 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 Credit Suisse in connection with this announcement, any
statement contained herein or otherwise.
Disclaimer
This announcement contains certain forward -- looking
statements. Such forward -- looking statements reflect the current
views of management and are subject to known and unknown risks,
uncertainties and other factors that may cause actual results,
performance or achievements of the u -- blox Group to differ
materially from those expressed or implied. These include risks
related to the success of and demand for the Group's products, the
potential for the Group's products to become obsolete, the Group's
ability to defend its intellectual property, the Group's ability to
develop and commercialize new products in a timely manner, the
dynamic and competitive environment in which the Group operates,
the regulatory environment, changes in currency exchange rates, the
Group's ability to generate revenues and profitability, and the
Group's ability to realize its expansion projects in a timely
manner. Should one or more of these risks or uncertainties
materialize, or should underlying assumptions prove incorrect,
actual results may vary materially from those described in this
announcement. u -- blox is providing the information in this
announcement as of this date and does not undertake any obligation
to update any forward -- looking statements contained in it as a
result of new information, future events or otherwise.
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 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 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, 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 http://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. If you are in any doubt as to whether you are required
to make an Opening Position Disclosure or a Dealing Disclosure, you
should contact the Panel's Market Surveillance Unit on +44 (0)20
7638 0129.
, 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.
RNS may use your IP address to confirm compliance with the terms
and conditions, to analyse how you engage with the information
contained in this communication, and to share such analysis on an
anonymised basis with others as part of our commercial services.
For further information about how RNS and the London Stock Exchange
use the personal data you provide us, please see our Privacy
Policy.
END
OFDUWRURAUUARRR
(END) Dow Jones Newswires
January 08, 2021 02:00 ET (07:00 GMT)
Telit Communications (LSE:TCM)
Historical Stock Chart
From Aug 2024 to Sep 2024
Telit Communications (LSE:TCM)
Historical Stock Chart
From Sep 2023 to Sep 2024