REG - Ergomed plc - Scheme of Arrangement becomes Effective

ErgomedAnnouncement

13/11/2023 10:45

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RNS Number : 2483T  Ergomed plc  13 November 2023

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 THAT JURISDICTION.

 

For immediate release

 

13 November 2023

 

 

Recommended cash acquisition

of

 

Ergomed plc

 

By

 

Eden AcquisitionCo Limited

 

(a newly incorporated company controlled and indirectly wholly owned by funds
advised by Permira Advisers LLP)

 

 

Scheme of Arrangement (the "Scheme") becomes Effective

 

On 4 September 2023, the boards of directors of Eden AcquisitionCo Limited
("Bidco") and Ergomed plc ("Ergomed" or the "Company") announced that they had
reached an agreement on the terms of a recommended cash acquisition by Bidco
for the entire issued and to be issued ordinary share capital of Ergomed (the
"Acquisition").  The Boards of Ergomed and Bidco are pleased to announce
that, further to the joint announcement by Ergomed and Bidco on 9 November
2023 that the Court had sanctioned the Scheme, the Court Order has been
delivered to the Registrar of Companies today and accordingly the Scheme has
now become effective in accordance with its terms and Ergomed is now a wholly
owned subsidiary of Bidco.

 

Ergomed published a circular in relation to the Scheme dated 22 September 2023
(the "Scheme Document").  Defined terms used but not defined in this
announcement have the meanings set out in the Scheme Document.  All
references to times in this announcement are to London time.

 

As previously advised, trading in Ergomed Shares on AIM was suspended with
effect from 7.30 a.m. this morning, 13 November 2023. An application has been
made to the London Stock Exchange in relation to the cancellation of the
admission to trading of Ergomed Shares on AIM, which is expected to take place
at 7.00 a.m. on 14 November 2023. As a result of the Scheme having become
effective, share certificates in respect of Ergomed Shares will cease to be
valid documents of title and entitlements to Ergomed Shares held in
uncertificated form in CREST are being cancelled.

 

Under the terms of the Scheme, a Scheme Shareholder on the register of members
of Ergomed at the Scheme Record Time, being 6.00 p.m. on 10 November 2023,
will be entitled to receive 1,350 pence for each Scheme Share held, unless
such Scheme Shareholder has elected for the Partial Securities Alternative, in
which case he/she will receive 451 pence in cash and 1.0 Topco Unit for each
Scheme Share held.

 

Partial Share Alternative

 

As set out in the Scheme Document, any fractional entitlements of an Ergomed
Shareholder to Topco B Ordinary Shares and Topco B Preference Shares under the
Partial Securities Alternative will be rounded down to the nearest whole
number of Topco B Ordinary Shares and Topco B Preference Shares per Ergomed
Shareholder. Fractional entitlements to Topco B Ordinary Shares and Topco B
Preference Shares will not be allotted or issued to such Ergomed Shareholder
but will be disregarded.

 

Settlement

 

Settlement of the cash 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 Ergomed Shareholders holding Scheme Shares in
certificated form and in uncertificated form respectively) as soon as
practicable. The latest date for despatch of cheques and settlement of the
cash consideration in relation to the Acquisition through CREST is 27 November
2023.

 

Certificates for the Topco Units will be despatched by first class post (or
by international post or airmail, if overseas) within 14 days of the Effective
Date to the relevant Scheme Shareholders at the address appearing in the
Ergomed register of members at the Scheme Record Time.

 

Resignation of Non-Executive Directors

 

Additionally, as a result of the Scheme becoming effective, John Dawson, Mark
Enyedy, Llew Keltner and Anne Whitaker have resigned as Non-Executive
Directors of Ergomed.

 

The Company is no longer in an "Offer Period" as defined in the Code and
accordingly the dealing disclosure requirements previously notified to
investors no longer apply.

 

Enquiries:

Ergomed
 
                         +44 (0) 1483 307 920

Miroslav Reljanović (Executive
Chairman)

Jonathan Curtain (Chief Financial Officer)

Keith Byrne (Senior Vice President, Capital Markets and
Strategy)

 

Jefferies (Joint Financial Adviser to Ergomed)
 
  +44 (0) 20 7029 8000

Michael
Gerardi
 

Matthew Miller

Paul Bundred

James Umbers

 

Deutsche Numis (Joint Financial Adviser, Nominated adviser and Joint Broker to
Ergomed)     +44 (0) 20 7260 1000

Freddie
Barnfield
 
 
 

Stuart Ord

Alexander Kladov

Euan Brown

 

Peel Hunt (Joint Broker to Ergomed)
 
                         +44 (0) 20 7418 8900

James Steel

John Welch

Dr Christopher Golden

 
 
 

Consilium Strategic Communications (PR adviser to Ergomed)
                 +44 (0) 20 3709 5700

Chris Gardner

Matthew Neal

 

Rothschild & Co (financial adviser to Bidco and
Permira)                                  +44
(0) 20 7280 5000

Julian Hudson

Aashis Mehta

Andrew Davison

 

Headland Consultancy Limited (PR adviser to
Permira)
   +44 (0) 20 3805 4822

Lucy Legh

Rob Walker

Charlie Twigg

 

Further information

 

This announcement is not intended to and does not constitute, or form part of,
an 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 Ergomed in any jurisdiction in contravention of applicable law.
The Acquisition will be made solely by means of the Scheme Document (or, if
the Acquisition is implemented by way of a Takeover Offer, any document by
which the Takeover Offer is made), which will contain the full terms and
conditions of the Acquisition including details of how to vote in respect of
the Acquisition. Any vote in respect of the Scheme or other response in
relation to the Acquisition should be made only on the basis on the
information contained in the Scheme Document.

 

Please be aware that addresses, electronic addresses and certain other
information provided by Ergomed Shareholders, persons with information rights
and other relevant persons for the receipt of communications from Ergomed may
be provided to Bidco during the Offer Period as required under Section 4 of
Appendix 4 of the Code to comply with Rule 2.11(c).

 

N.M. Rothschild & Sons Limited ("Rothschild & Co"), which is
authorised and regulated by the Financial Conduct Authority in the United
Kingdom, is acting exclusively for Bidco and Permira and for 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 Bidco and Permira for providing the protections afforded to clients
of Rothschild & Co, nor for providing advice in relation to any matter
referred to in this announcement.

 

Jefferies International Limited ("Jefferies"), which is authorised and
regulated by the Financial Conduct Authority in the United Kingdom, is acting
exclusively for Ergomed and no one else in connection with the matters set out
in this announcement and will not regard any other person as its client in
relation to the matters in this announcement and will not be responsible to
anyone other than Ergomed for providing the protections afforded to clients of
Jefferies nor for providing advice in relation to any matter referred to in
this announcement or any transaction or arrangement referred to herein.
Neither Jefferies 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 Jefferies in connection with this announcement, any statement
contained herein, any transaction or arrangement referred to herein, or
otherwise.

 

Numis Securities Limited ("Deutsche Numis") which is authorised and regulated
by the Financial Conduct Authority in the United Kingdom, is acting
exclusively for Ergomed and no one else in connection with the matters set out
in this announcement and will not regard any other person as its client in
relation to the matters in this announcement and will not be responsible to
anyone other than Ergomed for providing the protections afforded to clients of
Deutsche Numis nor for providing advice in relation to any matter referred to
in this announcement or any transaction or arrangement referred to herein.
Deutsche Numis is not responsible for the contents of this announcement.
Neither Deutsche Numis 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 Deutsche Numis in connection with this announcement, any statement
contained herein, any transaction or arrangement referred to herein, or
otherwise.

 

Peel Hunt LLP ("Peel Hunt") which is authorised and regulated by the Financial
Conduct Authority in the United Kingdom, is acting exclusively for Ergomed and
no one else in connection with the matters set out in this announcement and
will not regard any other person as its client in relation to the matters in
this announcement and will not be responsible to anyone other than Ergomed for
providing the protections afforded to clients of Peel Hunt nor for providing
advice in relation to any matter referred to in this announcement or any
transaction or arrangement referred to herein.  Peel Hunt is not responsible
for the contents of this announcement.  Neither Peel Hunt 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 Peel Hunt in connection with
this announcement, any statement contained herein, any transaction or
arrangement referred to herein, or otherwise.

 

Overseas jurisdictions

 

The release, publication or distribution of this announcement in or into
jurisdictions other than the UK or the United States may be restricted by law
and therefore any persons who are subject to the law of any jurisdiction other
than the UK or the United States should inform themselves about, and observe,
any applicable legal or regulatory 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. This announcement has been prepared for the purposes of complying with
English law and the Code 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 of England.

 

Copies of this announcement and formal documentation relating to the
Acquisition will not be and must not be, mailed or otherwise forwarded,
distributed or sent in, into or from any Restricted Jurisdiction or any
jurisdiction where to do so would violate the laws of that jurisdiction and
persons receiving such documents (including custodians, nominees and trustees)
must not mail or otherwise forward, distribute or send them 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 by way
of Takeover Offer (unless otherwise permitted by applicable law or
regulation), the Takeover Offer may not be made, directly or indirectly, in or
into or by use of the mails or any other means or instrumentality (including,
without limitation, facsimile, email or other electronic transmission, telex
or telephone) of interstate or foreign commerce of, or any facility of a
national, state or other securities exchange of any Restricted Jurisdiction
and the Takeover Offer will not be capable of acceptance by any such use,
means, instrumentality or facilities or from within any Restricted
Jurisdiction.

 

Further details in relation to Overseas Shareholders are contained in the
Scheme Document.

 

Additional information for US investors

 

The Acquisition is being made to acquire the securities of an English company
by means of a scheme of arrangement provided for under English law. A
transaction effected by means of a scheme of arrangement is not subject to the
tender offer rules under the US Exchange Act. Accordingly, the Scheme will be
subject to disclosure requirements and practices applicable in the UK to
schemes of arrangement, which are different from the disclosure requirements
of the US tender offer rules. The financial information included in this
announcement and the Scheme documentation has been or will have been prepared
in accordance with UK-adopted International Financial Reporting Standards and
thus 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. If Bidco exercises its right to
implement the acquisition of the Ergomed Shares by way of a Takeover Offer,
such offer will be made in compliance with applicable US laws and regulations.

 

The receipt of cash pursuant to the Acquisition by a US holder as
consideration for the transfer of its Scheme Shares pursuant to the Scheme
will likely be a taxable transaction for United States federal income tax
purposes and under applicable United States state and local, as well as
foreign and other, tax laws. Each Ergomed Shareholder is urged to consult his
independent professional adviser immediately regarding the tax consequences of
the Acquisition applicable to them.

 

The Bidco loan notes and the Topco Units issued under the Partial Securities
Alternative will not be registered under the US Securities Act of 1933 (the
"Securities Act"). Bidco expects to issue the Bidco loan notes and Topco
expects to issue the Topco Units in reliance upon the exemption from the
registration requirements of the Securities Act provided by Section 3(a)(10)
thereof. ("Section 3(a)(10)"). Section 3(a)(10) exempts securities issued in
specified exchange transactions from the registration requirement under the
Securities Act where, among other things, the fairness of the terms and
conditions of the issuance and exchange of such securities have been approved
by a court or governmental authority expressly authorised by law to grant such
approval, after a hearing upon the fairness of the terms and conditions of the
exchange at which all persons to whom the Bidco loan notes or Topco Units are
proposed to be issued have the right to appear; and receive adequate and
timely notice thereof.

 

The Bidco loan notes and the Topco Units that may be issued pursuant to the
Acquisition have not been and will not be registered under the US Securities
Act or under the relevant securities laws of any state or territory or other
jurisdiction of the United States and will not be listed on any stock
exchange. Neither the US Securities and Exchange Commission nor any US state
securities commission has approved or disapproved of the Partial Securities
Alternative or determined if the Scheme Document is accurate or complete. Any
representation to the contrary is a criminal offence.

 

It may be difficult for US holders to enforce their rights and claims arising
out of the US federal securities laws, since Bidco and Ergomed are located in
countries other than the US, and some or all of their officers and directors
may be residents of countries other than the US. US holders 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.

 

In accordance with normal UK practice and pursuant to Rule 14e-5(b) of the US
Exchange Act, Bidco or its nominees, or its brokers (acting as agents), may
from time to time make certain purchases of, or arrangements to purchase,
Ergomed Shares outside the United States, other than pursuant to the Takeover
Offer (in the event that the Acquisition is implemented by way of a Takeover
Offer), before or during the period in which the Takeover Offer remains open
for acceptance. 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, www.londonstockexchange.com.

 

Forward looking statements

 

This announcement (including information incorporated by reference in this
announcement), oral statements made regarding the Acquisition, and other
information published by Bidco and Ergomed contain statements which are, or
may be deemed to be, "forward-looking statements". Forward-looking statements
are prospective in nature and are not based on historical facts, but rather on
current expectations and projections of the management of Bidco and Ergomed
about future events, and are therefore subject to risks and uncertainties
which could cause actual results to differ materially from the future results
expressed or implied by the forward-looking statements. The forward-looking
statements contained in this announcement include statements relating to the
expected effects of the Acquisition on Bidco and Ergomed, the expected timing
and scope of the Acquisition and other statements other than historical facts.
Often, but not always, forward-looking statements can be identified by the use
of forward-looking words such as "plans", "expects" or "does not expect", "is
expected", "is subject to", "budget", "scheduled", "estimates", "forecasts",
"intends", "anticipates" or "does not anticipate", or "believes", or
variations of such words and phrases or statements that certain actions,
events or results "may", "could", "should", "would", "might" or "will" be
taken, occur or be achieved. Although Bidco and Ergomed believe that the
expectations reflected in such forward-looking statements are reasonable,
Bidco and Ergomed can give no assurance that such expectations will prove to
be correct. By their nature, forward-looking statements involve risk and
uncertainty because they relate to events and depend on circumstances that
will occur in the future. There are a number of factors that could cause
actual results and developments to differ materially from those expressed or
implied by such forward-looking statements. These factors include the
satisfaction of the Conditions, as well as additional factors, such as: the
general economic climate; competition; interest rate levels; loss of key
personnel; the availability of financing on acceptable terms; and changes in
the legal or regulatory environment. Other unknown or unpredictable factors
could cause actual results to differ materially from those in the
forward-looking statements. Such forward-looking statements should therefore
be construed in the light of such factors. Neither Bidco, Permira nor Ergomed,
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 will actually occur. You are cautioned not to place undue
reliance on these forward-looking statements. Other than in accordance with
their legal or regulatory obligations, neither Bidco nor Ergomed is under any
obligation, and Bidco and Ergomed expressly disclaim any intention or
obligation, to update or revise any forward-looking statements, whether as a
result of new information, future events or otherwise.

 

 

Publication on website and hard copies

 

A copy of this announcement and the documents required to be published by Rule
26 of the Code will be made available, subject to certain restrictions
relating to persons resident in Restricted Jurisdictions, on Bidco's website
at permira.com/news-and-insights/news/permira-offer-for-ergomed and Ergomed's
website at www.ergomedplc.com. For the avoidance of doubt, the contents of
those websites are not incorporated into and do not form part of this
announcement.

 

Ergomed Shareholders may request a hard copy of this announcement by
contacting Share Registrars Limited during business hours on +44 (0) 1252
821390 or by submitting a request in writing to Share Registrars Limited at 3
The Millennium Centre, Crosby Way, Farnham, Surrey, GU9 7XX. If you have
received this announcement in electronic form, copies of this announcement and
any document or information incorporated by reference into this document will
not be provided unless such a request is made.

 

Rounding

Certain figures included in this announcement have been subjected to rounding
adjustments. Accordingly, figures shown for the same category presented in
different tables may vary slightly and figures shown as totals in certain
tables may not be an arithmetic aggregation of the figures that precede them.

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