REG - Permira Advisers LLP Ergomed plc Amati Global Invest. - Update on LoI Given by Amati Global Investors

ErgomedAnnouncement

29/09/2023 07:00

For best results when printing this announcement, please click on link below:
http://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20230929:nRSc0873Oa&default-theme=true

RNS Number : 0873O  Permira Advisers LLP  29 September 2023

DISCLOSURE UNDER RULE 2.10(C) OF THE TAKEOVER CODE

 

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 OR REGULATIONS OF THAT JURISDICTION

 

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF THE MARKET
ABUSE REGULATION (EU 596 / 2014) WHICH IS PART OF UK LAW BY VIRTUE OF THE
EUROPEAN UNION (WITHDRAWAL) ACT 2018. UPON PUBLICATION OF THIS ANNOUNCEMENT,
THIS INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN

 

FOR IMMEDIATE RELEASE

 

29 September 2023

 

RECOMMENDED CASH ACQUISITION

of

ERGOMED PLC

by

EDEN ACQUISITIONCO LIMITED

A newly incorporated company controlled and owned by funds advised by Permira
Advisers LLP

to be IMPLEMENTED by means of a scheme of arrangement

 under Part 26 of the Companies Act 2006

Update on letter of intent

On 4 September 2023, the boards of Eden AcquisitionCo Limited ("Bidco") and
Ergomed plc ("Ergomed") announced that they had reached an agreement on the
terms of a recommended offer for the entire issued and to be issued share
capital of Ergomed (the "Acquisition") to be made by Bidco. The Acquisition is
being implemented by means of a Court-sanctioned scheme of arrangement under
Part 26 of the Companies Act (the "Scheme").

The terms and conditions of the Acquisition were set out in the announcement
on 4 September 2023 and in the circular in relation to the Scheme published on
22 September 2023 (the "Scheme Document").

Capitalised terms used in this announcement, unless otherwise defined, shall
have the meanings given to them in the Scheme Document.

As set out in the Scheme Document, on 4 September 2023 Bidco received a letter
of intent from Amati Global Investors Limited ("Amati Global Investors") to
vote (or to procure the vote) in favour of the Scheme at the Court Meeting and
the Resolutions(s) to be proposed at the General Meeting (or, in the event
that the Acquisition is to be effected by way of a Takeover Offer, to accept
(or procure the acceptance of) such Takeover Offer) in respect of 1,114,609
Ergomed Shares, representing approximately 2.2  per cent. of the issued share
capital of Ergomed as at as at close of business on 21 September 2023 (being
the Latest Practicable Date).

On 26 September 2023, Bidco announced that it was informed by Amati Global
Investors on 25 September 2023 that Amati Global Investors had disposed of:
(i) 656,872 Ergomed Shares on 22 September 2023; and (ii) a further 57,737
Ergomed Shares on 25 September 2023.

In addition, on 26 September 2023 Bidco announced that it was informed by
Amati Global Investors on 26 September 2023 that Amati Global Investors had
disposed of a further 2,000 Ergomed Shares on 26 September 2023.

Bidco hereby announces that it was informed by Amati Global Investors on 28
September 2023 that Amati Global Investors has since disposed of a further:
(i) 78,041 Ergomed Shares on 27 September 2023; and (ii) a further 319,959
Ergomed Shares on 28 September 2023. As a result, with effect from the date of
this announcement, the letter of intent has ceased to apply in respect of the
Ergomed Shares so disposed of by Amati Global Investors.

As at the date of this announcement, Amati Global Investors no longer holds
any Ergomed Shares and, accordingly, the letter of intent from Amati Global
Investors has ceased to apply and has been withdrawn.

Therefore, Bidco has received irrevocable undertakings or letters of intent in
respect of a total of 9,129,297 Ergomed Shares representing approximately 17.9
per cent. of the existing issued share capital of Ergomed to vote in favour of
the Scheme at the Court Meeting and the Resolution(s) to be proposed at the
General Meeting.

Enquiries and Advisers

 Rothschild & Co (financial adviser to Permira and Bidco)      +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
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 this
announcement or otherwise. Any offer, if made, will be made solely by certain
offer documentation which will contain the full terms and conditions of any
offer, including details of how it may be accepted. The distribution of this
announcement in jurisdictions other than the United Kingdom and the
availability of any offer to shareholders of Ergomed who are not resident in
the United Kingdom may be affected by the laws of relevant jurisdictions.
Therefore any persons who are subject to the laws of any jurisdiction other
than the United Kingdom or shareholders of Ergomed who are not resident in the
United Kingdom will need to inform themselves about, and observe any
applicable requirements.

 

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.

 

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. In particular the ability of
persons who are not resident in the United Kingdom, to vote their Ergomed
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. This announcement has been prepared for the
purposes of complying with English law, the AIM Rules 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.

Additional information for US investors

US holders should note that the Acquisition relates to the securities of a UK
company, is subject to UK disclosure requirements (which are different from
those of the US) and is proposed to be implemented under a scheme of
arrangement provided for under English company law.

Under the present circumstances, 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 UK disclosure requirements and
practices, which are different from the disclosure requirements of the US
tender offer and proxy solicitation rules. The financial information included
in this announcement has been or will have been prepared in accordance with
IFRS 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.

Bidco reserves the right, subject to the prior consent of the Takeover Panel
and in accordance with the Co-operation Agreement, to elect to implement the
Acquisition by means of a Takeover Offer for the entire issued and to be
issued share capital of Ergomed, as an alternative to the Scheme. If Bidco
were to elect to implement the Acquisition by means of a Takeover Offer, it
would be made in compliance with all applicable US laws and regulations,
including Section 14(e) of the US Exchange Act and Regulation 14E thereunder.

In the event that the Acquisition is implemented by way of a Takeover Offer,
in accordance with normal United Kingdom practice, Bidco or its nominees, or
its brokers (acting as agents), may from time to time make certain purchases
of, or arrangements to purchase, shares or other Ergomed Shares outside of the
United States, other than pursuant to the Acquisition, until the date on which
the Takeover Offer 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 or arrangements to purchase shall be disclosed as required in
the UK, shall be reported to a Regulatory Information Service and shall be
available on the London Stock Exchange website at www.londonstockexchange.com.

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.

The Loan Notes and the Topco Units which may be issued (provided applicable
put and call options are exercised) under the Partial Securities Alternative
have not been and will not be registered under the Securities Act, or under
the relevant securities laws of any state or territory of the United States.
Accordingly, the Loan Notes and the Topco Units may not be offered or sold in
the United States, except in a transaction not subject to, or in reliance on
an applicable exemption from, the registration requirements of the Securities
Act and any applicable state securities laws. It is anticipated that any Loan
Notes or Topco Units issued pursuant to the Partial Securities Alternative
will be issued 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 Loan Notes or Topco Units are proposed to be
issued have the right to appear; and receive adequate and timely notice
thereof.

US holders who are or will be affiliates of Bidco Group or Ergomed prior to,
or of Bidco Group after, the Effective Date will be subject to certain US
transfer restrictions relating to the Topco Units received pursuant to the
Scheme.

For the purposes of qualifying for the exemption from the registration
requirements of the Securities Act in respect of the Topco Units issued
pursuant to the Partial Securities Alternative afforded by Section 3(a)(10),
Bidco Group will advise the Court that its sanctioning of the Scheme will be
relied upon by Bidco Group as an approval of the Scheme following a hearing on
its fairness to Ergomed Shareholders.

The receipt of cash or other securities pursuant to the Acquisition by a
direct or indirect US holder as consideration for the transfer of its Scheme
Shares pursuant to the Scheme may be a taxable transaction for US federal
income tax purposes and under applicable US 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 him.

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
a non-US jurisdiction, and some or all of their officers and directors may be
residents of a non-US jurisdiction, and a substantial part of the assets of
Ergomed are located outside of 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 the event that the Acquisition is implemented by way of a Takeover Offer,
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, 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
(http://www.londonstockexchange.com) .

Dealing disclosure requirements 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 10(th) 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(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 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 (http://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.

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.

General

Bidco reserves the right, subject to the prior consent of the Takeover Panel
and in accordance with the Co-operation Agreement, to elect to implement the
Acquisition by way of a Takeover Offer. In such event, such Takeover Offer
will be implemented in accordance with the terms as the Co-operation
Agreement. If the Acquisition is effected by way of a Takeover Offer and such
Takeover Offer becomes or is declared unconditional in all respects and
sufficient acceptances are received, Bidco intends to: (i) make a request to
the London Stock Exchange to cancel trading in Ergomed Shares on AIM and to
the Frankfurt Stock Exchange to cancel the admission to trading of Ergomed
Shares on the Open Market (Quotation Board); and (ii) exercise its rights to
apply the provisions of Chapter 3 of Part 28 of the Companies Act to acquire
compulsorily the remaining Ergomed Shares in respect of which the Takeover
Offer has not been accepted. Investors should be aware that Bidco may purchase
Ergomed Shares otherwise than under any Takeover Offer or the Scheme,
including pursuant to privately negotiated purchases.

If you are in any doubt about the contents of this announcement or the action
you should take, you are recommended to seek your own financial advice
immediately from your stockbroker, bank manager, accountant or other
independent financial adviser authorised under the Financial Services and
Markets Act 2000, if you are in the United Kingdom, or from another
appropriately authorised independent financial adviser if you are taking
advice in a territory outside the United Kingdom.

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 (mailto:rns@lseg.com)
 or visit
www.rns.com (http://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 (https://www.lseg.com/privacy-and-cookie-policy)
.   END  OUPLVLLLXKLXBBQ