REG - Surgical Sci. Sweden Intelligent Ultrasnd - Recommended Cash Acquisition
19/12/2024 07:00
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RNS Number : 7342Q Surgical Science Sweden AB 19 December 2024
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
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
FOR IMMEDIATE RELEASE
19 DECEMBER 2024
RECOMMENDED CASH ACQUISITION
of
Intelligent Ultrasound Group plc ("Intelligent Ultrasound")
by
Surgical Science Sweden AB ("Surgical Science")
to be effected by means of a Scheme of Arrangement under Part 26 of the
Companies Act 2006
Summary
· The boards of Surgical Science and Intelligent Ultrasound are
pleased to announce that they have reached agreement on the terms of a
recommended cash acquisition to be made by Surgical Science for the entire
issued and to be issued ordinary share capital of Intelligent Ultrasound (the
"Acquisition"). It is intended that the Acquisition be implemented by means of
a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act
(the "Scheme" or "Scheme of Arrangement").
· Under the terms of the Acquisition, Intelligent Ultrasound
Shareholders shall be entitled to receive:
13 pence in cash for each Intelligent Ultrasound Share held (the "Acquisition
Price")
· The Acquisition Price values the entire issued and to be issued
ordinary share capital of Intelligent Ultrasound at approximately £45.2
million on a fully diluted basis.
· The Acquisition Price represents a premium of approximately:
· 16.9% to the Closing Price per Intelligent Ultrasound Share of
11.13 pence on 18 December 2024 (being the last Business Day prior to the
publication of this announcement);
· 31.1% to the volume-weighted average price per Intelligent Ultrasound
Share of 9.91 pence for the 12-month period ended 18 December 2024 (being the
last Business Day prior to the publication of this announcement); and
· 79.3% to the Closing Price per Intelligent Ultrasound Share of
7.25 pence on 17 July 2024 (being the last Business Day prior to the
publication of the announcement of the sale of the Clinical AI Business).
· If, on or after the date of this announcement and on or prior to
the Effective Date, any dividend, distribution, or other return of value is
declared, made, or paid or becomes payable by Intelligent Ultrasound, Surgical
Science reserves the right to reduce the Acquisition Price by an amount up to
the amount of such dividend, distribution or other return of value in which
case any references to the Acquisition Price will be deemed to be a reference
to the Acquisition Price as so reduced. In such circumstances, eligible
Intelligent Ultrasound Shareholders shall be entitled to retain any such
dividend, distribution, or other return of value declared, made, or paid.
Unanimous Intelligent Ultrasound Recommendation
· The Intelligent Ultrasound Directors, who have been so advised by
Cavendish as to the financial terms of the Acquisition, consider the terms of
the Acquisition to be fair and reasonable. In providing its advice to the
Intelligent Ultrasound Directors, Cavendish has taken into account the
commercial assessments of the Intelligent Ultrasound Directors.
· Accordingly, the Intelligent Ultrasound Directors intend to
recommend unanimously that Intelligent Ultrasound Shareholders vote in favour
of the Scheme at the Court Meeting and vote in favour of the Resolution to be
proposed at the General Meeting as the Intelligent Ultrasound Directors have
irrevocably undertaken to do in respect of their own beneficial holdings of
2,381,952 Intelligent Ultrasound Shares representing, in aggregate,
approximately 0.7% of the issued ordinary share capital of Intelligent
Ultrasound in issue as at the Latest Practicable Date.
Background to and reasons for the Acquisition
· Surgical Science has established itself as a leader in medical
simulation, dedicated to enhancing medical training through innovative
technologies. Surgical Science has closely monitored the developments at
Intelligent Ultrasound for some time. Following Intelligent Ultrasound's
strategic decision to sell its Clinical AI Business to GE HealthCare, this
moment presents a unique opportunity for both companies to join forces in a
way that can significantly benefit both companies' long-term goals.
· In Surgical Science's view, Intelligent Ultrasound's Simulation
Business is particularly attractive due to its strong reputation for
delivering high-quality training solutions that improve the skills of
healthcare professionals. Intelligent Ultrasound has developed a suite of
products that are widely recognised for their effectiveness in ultrasound
education, including realistic simulation scenarios and user-friendly
interfaces. With a solid customer base in medical schools, hospitals, and
training institutions, Intelligent Ultrasound is well-positioned to capitalise
on the growing demand for advanced training solutions in the healthcare
sector.
· Despite its strong reputation and innovative products,
Intelligent Ultrasound has historically faced challenges in achieving
sustainable growth of the Simulation Business as a standalone entity, with the
primary obstacles in Surgical Science's view being the niche offering and the
lack of organisational scale. In the competitive landscape of medical
simulation, having a diverse portfolio of products is crucial for product
bundling and cross-selling opportunities, attracting a wider customer base and
enhancing customer value. Intelligent Ultrasound primarily focuses on
ultrasound simulation, which limits its ability to offer comprehensive
training solutions that encompass other medical disciplines. Furthermore,
Intelligent Ultrasound, operating independently, may struggle to match the
marketing budgets and distribution networks of larger competitors, limiting
its ability to reach new customers and expand its market presence effectively.
· On this basis, and considering that the focus on ultrasound
simulation aligns strongly with Surgical Science's strategic goal to expand
its simulation offering, Surgical Science intends to acquire Intelligent
Ultrasound. The acquisition of Intelligent Ultrasound will enable Surgical
Science to establish a firm footprint in the UK, with a new research and
development site as well as a comprehensive commercial organisation, and
leverage its existing expertise in medical simulation while integrating
Intelligent Ultrasound's specialised knowledge in ultrasound training. This
strategic alignment not only enhances the product portfolio but also positions
the combined entity to address the growing demand for advanced training
solutions in the healthcare sector.
· The full cash consideration payable under the terms of the
Acquisition, together with certain fees and expenses in connection with the
Acquisition, will be funded through cash on Surgical Science's balance sheet,
including £17 million drawn down pursuant to a short-term bridging loan.
Irrevocable Undertakings and Letter of Intent
· Surgical Science has received irrevocable
undertakings from the Intelligent Ultrasound Directors, holding in aggregate,
2,381,952 Intelligent Ultrasound Shares representing approximately 0.7% of the
existing issued ordinary share capital of Intelligent Ultrasound as at the
Latest Practicable Date to vote, or procure that their nominees vote, in
favour of the Scheme at the Court Meeting and the Resolution to be proposed at
the General Meeting.
· Surgical Science has received irrevocable
undertakings from certain Intelligent Ultrasound Shareholders holding, in
aggregate, 131,087,477 Intelligent Ultrasound Shares representing
approximately 40.1% of the existing issued ordinary share capital of
Intelligent Ultrasound as at the Latest Practicable Date to vote, or procure
that their nominees vote, in favour of the Scheme at the Court Meeting and the
Resolution to be proposed at the General Meeting.
· Surgical Science has also received a non-binding
letter of intent from another Intelligent Ultrasound Shareholder holding, in
aggregate, 22,025,000 Intelligent Ultrasound Shares representing approximately
6.7% of the existing issued ordinary share capital of Intelligent Ultrasound
as at the Latest Practicable Date stating their intentions to vote in favour
of the Scheme at the Court Meeting and the Resolution to be proposed at the
General Meeting.
· Therefore, Surgical Science has received
irrevocable undertakings or a letter of intent in respect of, in aggregate,
155,494,429 Intelligent Ultrasound Shares representing approximately 47.5% of
the existing issued ordinary share capital of Intelligent Ultrasound as at the
Latest Practicable Date.
· Further details of these irrevocable undertakings
and the letter of intent are set out in Appendix 3 to this announcement.
Timetable and Conditions
· It is intended that the Acquisition will be implemented by way of
a Court-sanctioned Scheme of Arrangement under Part 26 of the Companies Act
and that the Acquisition be put to Intelligent Ultrasound Shareholders for
approval at the Court Meeting and to the Intelligent Ultrasound Shareholders
at the General Meeting, although Surgical Science reserves the right to elect
(with the consent of the Panel, and subject to the terms of the Cooperation
Agreement) to implement the Acquisition by way of a Takeover Offer. In order
to become Effective, the Scheme must be approved by a majority in number of
the Intelligent Ultrasound Shareholders voting at the Court Meeting, either in
person or by proxy, representing at least 75% in value of the Intelligent
Ultrasound Shares voted. In addition, a special resolution implementing the
Scheme must be passed by Intelligent Ultrasound Shareholders representing at
least 75% of votes cast at the General Meeting.
· The Acquisition will be conditional on, amongst other things, the
approval of Intelligent Ultrasound Shareholders and the satisfaction or (where
applicable) waiver of the Conditions and further terms set out in Appendix 1
to this announcement (which shall be set out in the Scheme Document).
· It is expected that the Scheme Document, containing further
information about the Acquisition (including an expected timetable of key
events) and notices of the Court Meeting and the General Meeting, together
with the Forms of Proxy, shall be published as soon as practicable and, in any
event, within 28 days of this announcement or such later date as Surgical
Science, Intelligent Ultrasound and the Panel agree, and that the Court
Meeting and the General Meeting will be held as soon as practicable
thereafter. It is expected that the Scheme will become Effective in the first
quarter of 2025. The Scheme Document and Forms of Proxy will be made available
to Intelligent Ultrasound Shareholders at no charge to them.
Commenting on the Acquisition, Riccardo Pigliucci, Non-Executive Chairman of
Intelligent Ultrasound, said:
"The Intelligent Ultrasound Board is proud of the Intelligent Ultrasound
Group's achievements and evolution over the past five years which is, in no
small part, due to the hard work and diligence of all our employees. However,
with the sale of the Clinical AI Business earlier in the year, the Intelligent
Ultrasound Board was faced with the task of re-focusing the Intelligent
Ultrasound Group on growing its original but niche ultrasound simulation
business.
The medical simulation market is now consolidating and to reach the required
scale to efficiently and effectively compete with the larger medical
simulation companies, the Intelligent Ultrasound Board would have had to
invest a substantial portion of the Clinical AI Business sale proceeds in
organic expansion and/or material acquisitions.
Recognising the difficulties of quickly achieving scale, combined with
shareholders' strong preference for an efficient return of the majority of the
proceeds from the sale of the Clinical AI Business, the Intelligent Ultrasound
Board believes that the sale to Surgical Science allows Intelligent Ultrasound
to both efficiently return capital to shareholders, as well as providing the
majority of employees and broader stakeholders with the advantage of joining a
considerably larger, broad-based simulation focused business that we believe
will provide the scale, resources and investment to be successful and
sustainable in the global simulation market.
As such, we believe that the time is opportune for the shareholders, employees
and customers of Intelligent Ultrasound to take advantage of the opportunities
being offered with Surgical Science and the Intelligent Ultrasound Board is
therefore unanimously recommending this deal to shareholders."
Commenting on the Acquisition, Tom Englund, CEO of Surgical Science said:
"We have followed Intelligent Ultrasound for many years and are impressed with
the position that the team has managed to build in the ultrasound simulation
market. The ultrasound market is developing rapidly with a strong increase in
the number of systems sold, highlighting the need for simulation training that
will enable practitioners to utilise the systems to their full potential.
Through the acquisition of Intelligent Ultrasound, we further diversify our
product portfolio and expand our geographical reach and sales network,
enabling us to provide a comprehensive suite of ultrasound simulation products
across the world, benefitting customers and reinforcing our market leadership.
We look forward to the Intelligent Ultrasound team joining us and to start
working together towards our high ambitions in the growing medical simulation
market."
This summary should be read in conjunction with, and is subject to, the full
text of this announcement and the Appendices. The Acquisition will be subject
to the Conditions and further terms set out in Appendix 1 and to the full
terms and conditions which will be set out in the Scheme Document. The bases
and sources for certain financial information contained in this announcement
are set out in Appendix 2. Details of the irrevocable undertakings and the
letter of intent received by Surgical Science are set out in Appendix 3.
Certain definitions and terms used in this announcement are set out in
Appendix 4.
Enquiries
Surgical Science
Tom Englund, CEO +46 70 916 16 81
Anna Ahlberg, CFO +46 70 855 38 35
Pareto Securities AB (Joint Financial Adviser to Surgical Science) +46 8 402 50 00
Anthony Leach / Aneesh Khokar
Tolis Emmanouil / Marcus Carlsson
Strand Hanson Limited (Joint Financial Adviser to Surgical Science)
James Dance / Christopher Raggett +44 (0) 207 409 3494
Matthew Chandler / Rob Patrick
Intelligent Ultrasound +44 (0)29 2075 6534
Stuart Gall, CEO
Helen Jones, CFO
Cavendish Capital Markets Limited (Rule 3 Independent Financial Adviser,
Nominated Adviser and Corporate Broker to Intelligent Ultrasound)
Giles Balleny / Henrik Persson +44 (0) 20 7220 0500
Hamish Waller
Cardew Group (PR Adviser to Intelligent Ultrasound)
Alison Connolly +44 (0) 7587 453955
Emma Pascoe-Watson +44 (0) 7774 620415
Jessica Pilling +44 (0) 7918 584573
Baker McKenzie LLP is acting as legal adviser to Surgical Science.
RBG Legal Services Limited, trading as Memery Crystal, is acting as legal
adviser to Intelligent Ultrasound.
Inside information
This announcement contains inside information as stipulated under the Market
Abuse Regulations (EU) No. 596/2014 (as applicable in Sweden as well as the
United Kingdom by incorporation into law by virtue of the European Union
(Withdrawal) Act 2018 as amended by virtue of the Market Abuse (Amendment) (EU
Exit) Regulations 2019). Upon the publication of this announcement via a
Regulatory Information Service, this inside information is now considered to
be in the public domain.
Further information
This announcement is for information purposes only and is not intended to and
does not constitute, or form any 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 Intelligent
Ultrasound in any jurisdiction in contravention of applicable law. The
Acquisition will be made and implemented solely pursuant to the terms of the
Scheme Document (or if the Acquisition is implemented by way of a Takeover
Offer, the Offer Document), 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, or other response to, the Acquisition
should be made only on the basis of the information contained in the Scheme
Document (or if the Acquisition is implemented by way of a Takeover Offer, the
Offer Document).
Intelligent Ultrasound and Surgical Science will prepare the Scheme Document
(or if the Acquisition is implemented by way of a Takeover Offer, the Offer
Document) to be distributed to Intelligent Ultrasound Shareholders.
Intelligent Ultrasound urges Intelligent Ultrasound Shareholders to read the
Scheme Document (or if the Acquisition is implemented by way of a Takeover
Offer, the Offer Document) when it becomes available because it will contain
important information relating to the Acquisition.
This announcement does not constitute a prospectus, prospectus equivalent
document or an exempted document.
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
publication 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.
Disclaimers
This announcement does not constitute any advice or recommendation with
respect to such securities or other financial instruments.
Pareto Securities AB ("Pareto"), which is a Swedish investment firm supervised
by the Swedish Financial Supervisory Authority (Finansinspektionen), is acting
as joint financial adviser to Surgical Science and no one else in connection
with the Acquisition and will not be responsible to anyone other than Surgical
Science for providing the protections afforded to its clients or for providing
advice in connection with the Acquisition or any other matter referred to
herein.
Strand Hanson Limited ("Strand Hanson"), which is authorised and regulated in
the United Kingdom by the FCA, is acting as joint financial adviser to
Surgical Science 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 Surgical Science for providing
the protections afforded to clients of Strand Hanson, nor for providing advice
in relation to any matter referred to in this announcement. Neither Strand
Hanson 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 Strand
Hanson in connection with the matters referred to in this announcement, any
statement contained herein or otherwise.
Cavendish Capital Markets Limited ("Cavendish"), which is authorised and
regulated in the United Kingdom by the FCA, is acting as Rule 3 adviser,
financial adviser, nominated adviser and corporate broker to Intelligent
Ultrasound 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 Intelligent Ultrasound for providing
the protections afforded to clients of Cavendish, nor for providing advice in
relation to any matter referred to in this announcement. Neither Cavendish 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 Cavendish in
connection with the matters referred to in this announcement, any statement
contained herein or otherwise.
Overseas jurisdictions
The release, publication or distribution of this announcement in or into
jurisdictions other than the United Kingdom and Sweden may be restricted by
law and therefore any persons who are subject to the law of any jurisdiction
other than the United Kingdom and Sweden should inform themselves about, and
observe, any applicable requirements. Any failure to comply with such
requirements 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 in accordance with and for the purpose of
complying with English law, the Takeover Code, the AIM Rules, the Market Abuse
Regulation 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 the United Kingdom or
Sweden.
The availability of the Acquisition to Intelligent Ultrasound Shareholders who
are not resident in and citizens of the United Kingdom 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 United Kingdom should inform
themselves of, and observe, any applicable legal or regulatory requirements of
their jurisdictions. Any person (including, without limitation, nominees,
trustees and custodians) who would, or otherwise intends to, forward this
announcement, the Scheme Document or any accompanying document to any
jurisdiction outside the United Kingdom should refrain from doing so and seek
appropriate professional advice before taking any action. In particular, the
ability of persons who are not resident in the United Kingdom to vote their
Intelligent Ultrasound 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. Further details in relation to Overseas
Shareholders will be contained in the Scheme Document (or, if the Acquisition
is implemented by way of a Takeover Offer, the Offer Document).
Unless otherwise determined by Surgical Science 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, from, 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 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, without limitation, agents, custodians, nominees and
trustees) must not mail or otherwise forward, distribute or send such
documents 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 a Takeover Offer (unless otherwise
permitted by applicable law and regulation), the Takeover Offer may not be
made directly or indirectly, in, into, from, 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.
Further details in relation to Overseas Shareholders will be included in the
Scheme Document (or, if the Acquisition is implemented by way of a Takeover
Offer, the Offer Document).
Notice to U.S. Intelligent Ultrasound Shareholders
The Acquisition relates to the shares of an English company and is being made
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 or proxy solicitation rules under the U.S. Securities Exchange
Act of 1934 (the "U.S. Exchange Act"). Accordingly, the Acquisition is subject
to the disclosure requirements and practices applicable in the United Kingdom
to schemes of arrangement which differ from the disclosure requirements of the
tender offer and proxy solicitation rules under the U.S. Exchange Act. The
financial information included in this announcement has been prepared in
accordance with UK-adopted IFRS and thus may not be comparable to financial
information of U.S. companies or companies whose financial statements are
prepared in accordance with generally accepted accounting principles in the
United States.
If, in the future, Surgical Science exercises its right to implement the
Acquisition by way of a Takeover Offer, which is to be made into the United
States, the Takeover Offer will be made in compliance with the applicable laws
and regulations of the United Kingdom and the United States, including any
applicable exemptions under the U.S. Exchange Act.
Surgical Science and Intelligent Ultrasound are located in a non-U.S.
jurisdiction, and some or all of their officers and directors may be residents
of a non-U.S. jurisdiction. As a result, U.S. holders of Intelligent
Ultrasound Shares may not be able to effect service of process upon a non-U.S.
company or its officers or directors or to enforce against them a judgement of
a U.S. court for violations of the federal and state securities laws of the
United States.
In accordance with normal United Kingdom practice and pursuant to Rule
14e-5(b) of the U.S. Exchange Act, Surgical Science, certain affiliated
companies and their nominees or brokers (acting as agents), may from time to
time make certain purchases of, or arrangements to purchase, Intelligent
Ultrasound Shares outside of the U.S., 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 such purchases will not be made at prices higher than the price of the
Acquisition provided in this announcement unless the price of the Acquisition
is increased accordingly. Any information about such purchases will be
disclosed as required in the United Kingdom, will be reported to a Regulatory
Information Service and will be made available on the London Stock Exchange
website, www.londonstockexchange.com (http://www.londonstockexchange.com) . To
the extent that such information is required to be publicly disclosed in the
United Kingdom in accordance with applicable regulatory requirements, this
information will, as applicable, also be publicly disclosed in the United
States.
U.S. Intelligent Ultrasound Shareholders should also be aware that the
transaction contemplated herein may have tax consequences in the U.S. and,
that such consequences, if any, are not described herein. U.S. Intelligent
Ultrasound Shareholders are urged to consult with legal, tax and financial
advisers in connection with making a decision regarding this transaction.
Neither the Acquisition nor this announcement have been approved or
disapproved by the U.S. Securities and Exchange Commission, any state
securities commission in the United States or any other U.S. regulatory
authority, nor have such authorities approved or disapproved or passed
judgement upon the fairness or the merits of the Acquisition, or determined if
the information contained in this announcement is adequate, accurate or
complete. Any representation to the contrary is a criminal offence in the
United States.
Forward-looking statements
This announcement (including information incorporated by reference in this
announcement), oral statements made regarding the Acquisition, and other
information published by Surgical Science and Intelligent Ultrasound 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 Surgical Science and Intelligent Ultrasound 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 Surgical
Science and Intelligent Ultrasound (including their future prospects,
developments and strategies), 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 "prepares", "plans", "expects" or "does not expect", "is
expected", "is subject to", "budget", "projects", "synergy", "strategy",
"scheduled", "goal", "estimates", "forecasts", "cost saving", "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.
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 Surgical Science's and Intelligent Ultrasound's, any
member of the Surgical Science Group or any member of the Intelligent
Ultrasound Group's, operations and potential synergies resulting from the
Acquisition; and (iii) the effects of global economic conditions and
governmental regulation on Surgical Science's and Intelligent Ultrasound's,
any member of the Surgical Science Group or any member of the Intelligent
Ultrasound Group's, business.
Although Surgical Science and Intelligent Ultrasound believe that the
expectations reflected in such forward-looking statements are reasonable,
Surgical Science and Intelligent Ultrasound 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, but are not limited to: the ability to complete the
Acquisition; the ability to obtain requisite shareholder approvals and the
satisfaction of other Conditions on the proposed terms and schedule; changes
in the global political, economic, business and competitive environments and
in market and regulatory forces; changes in future exchange and interest
rates; changes in tax rates; future business combinations or disposals;
changes in general economic and business conditions; changes in the behaviour
of other market participants; changes in the anticipated benefits from the
proposed transaction not being realised as a result of changes in general
economic and market conditions in the countries in which Surgical Science and
Intelligent Ultrasound operate; weak, volatile or illiquid capital and/or
credit markets; changes in tax rates, interest rate and currency value
fluctuations, the degree of competition in the geographic and business areas
in which Surgical Science and Intelligent Ultrasound operate; and changes in
laws or in supervisory expectations or requirements. Other unknown or
unpredictable factors could cause actual results to differ materially from
those expected, estimated or projected in the forward-looking statements. If
any one or more of these risks or uncertainties materialises or if any one or
more of the assumptions proves 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. Neither Surgical
Science nor Intelligent Ultrasound, 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 any reliance on these forward-looking statements.
Specifically, statements of estimated cost savings and synergies related to
future actions and circumstances which, by their nature, involve risks,
uncertainties and contingencies. As a result, the cost savings and synergies
referred to may not be achieved, may be achieved later or sooner than
estimated, or those achieved could be materially different from those
estimated. Due to the scale of the Intelligent Ultrasound Group, there may be
additional changes to the Intelligent Ultrasound Group's operations. As a
result, and given the fact that the changes relate to the future, the
resulting cost synergies may be materially greater or less than those
estimated.
The forward-looking statements speak only at the date of this announcement.
All subsequent oral or written forward-looking statements attributable to any
member of the Surgical Science Group or the Intelligent Ultrasound Group, or
any of their respective associates, directors, officers, employees or
advisers, are expressly qualified in their entirety by the cautionary
statement above.
Other than in accordance with their legal or regulatory obligations, neither
Surgical Science nor Intelligent Ultrasound is under any obligation, and
Surgical Science and Intelligent Ultrasound 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.
Dealing and Opening Position Disclosure Requirements
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) of the Takeover Code
applies must be made by no later than 3.30 p.m. on the 10th business day
following the commencement of the offer period and, if appropriate, by no
later than 3.30 p.m. 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 p.m. 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 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 a website
In accordance with Rule 26.1 of the Takeover Code, a copy of this announcement
and the documents required to be published under Rule 26 of the Takeover Code
will be made available, subject to certain restrictions relating to persons
resident in Restricted Jurisdictions, on Intelligent Ultrasound's website at
https:// www.intelligentultrasound.com and Surgical Science's website at
https://www.surgicalscience.com by no later than 12 noon (London time) on the
Business Day following this announcement. For the avoidance of doubt, neither
the content of these websites nor of any website accessible from hyperlinks
set out in this announcement is incorporated by reference or forms part of
this announcement.
No profit forecasts, estimates or quantified benefits statements
No statement in this announcement is intended as a profit forecast, profit
estimate or quantified benefits statement for any period and no statement in
this announcement should be interpreted to mean that earnings or earnings per
share for Intelligent Ultrasound or Surgical Science for the current or future
financial years would necessarily match or exceed the historical published
earnings or earnings per share for Intelligent Ultrasound or Surgical Science
(as the case may be).
Requesting hard copy documents
In accordance with Rule 30.3 of the Takeover Code, Intelligent Ultrasound
Shareholders, persons with information rights and participants in Intelligent
Ultrasound Share Plan may request a hard copy of this announcement, free of
charge, by contacting Intelligent Ultrasound's registrar, Link Group, either
in writing to Central Square, 29 Wellington Street, Leeds LS1 4DL, by email to
shareholderenquiries@linkgroup.co.uk or by calling +44 (0)371 664 0391. You
may also request that all future documents, announcements and information to
be sent to you in relation to the Acquisition should be in hard copy form.
Calls outside the United Kingdom will be charged at the applicable
international rate. Lines are open between 9.00 a.m. and 5.30 p.m. Monday to
Friday excluding public holidays in England and Wales. For persons who receive
a copy of this announcement in electronic form or via a website notification,
a hard copy of this announcement will not be sent unless so requested. In
accordance with Rule 30.3 of the Takeover Code, such persons may also request
that all future documents, announcements and information to be sent to them in
relation to the Acquisition should be in hard copy form.
Electronic communications
Please be aware that addresses, electronic addresses and certain other
information provided by Intelligent Ultrasound Shareholders, persons with
information rights and other relevant persons for the receipt of
communications from Intelligent Ultrasound may be provided to Surgical Science
during the offer period as required under Section 4 of Appendix 4 of the
Takeover Code to comply with Rule 2.11(c) of the Takeover Code.
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 figures that precede them.
General
Surgical Science reserves the right to elect, with the consent of the Panel
(where necessary) and subject to the terms of the Cooperation Agreement, to
implement the Acquisition by way of a Takeover Offer as an alternative to the
Scheme. In such an event, the Takeover Offer will be implemented on
substantially the same terms, so far as applicable, as those which would apply
to the Scheme (subject to appropriate amendments).
If the Acquisition is effected by way of a Takeover Offer, and the Takeover
Offer becomes or is declared unconditional in all respects and sufficient
acceptances are received, Surgical Science intends to exercise its rights to
apply the provisions of Chapter 3 of Part 28 of the Companies Act so as to
acquire compulsorily the remaining Intelligent Ultrasound Shares in respect of
which the Takeover Offer has not been accepted.
Investors should be aware that Surgical Science may purchase Intelligent
Ultrasound Shares otherwise than under any Takeover Offer or the Scheme,
including pursuant to privately negotiated purchases.
The Acquisition will be subject to English law, the jurisdiction of the Court,
and the applicable requirements of the Takeover Code, the Panel, the London
Stock Exchange, the FCA, the AIM Rules and the Registrar of Companies.
Rule 2.9 of the Takeover Code
For the purposes of Rule 2.9 of the Takeover Code, Intelligent Ultrasound
confirms that, as at 18 December 2024, it had in issue 327,189,921 ordinary
shares of 1 penny each admitted to trading on AIM. The ISIN for the ordinary
shares is GB00BN791Q39.
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
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
FOR IMMEDIATE RELEASE
19 DECEMBER 2024
RECOMMENDED CASH ACQUISITION
of
Intelligent Ultrasound Group plc ("Intelligent Ultrasound")
by
Surgical Science Sweden AB ("Surgical Science")
to be effected by means of a Scheme of Arrangement under Part 26 of the
Companies Act 2006
1. Introduction
The boards of Surgical Science and Intelligent Ultrasound are pleased to
announce that they have reached agreement on the terms of a recommended cash
acquisition to be made by Surgical Science for the entire issued and to be
issued ordinary share capital of Intelligent Ultrasound (the "Acquisition").
It is intended that the Acquisition will be implemented by means of a
Court-sanctioned scheme of arrangement under Part 26 of the Companies Act (the
"Scheme" or "Scheme of Arrangement").
2. The Acquisition
Under the terms of the Acquisition, which shall be subject to the Conditions
and further terms set out in Appendix 1 to this announcement and to be set out
in the Scheme Document, Intelligent Ultrasound Shareholders shall be entitled
to receive:
13 pence in cash for each Intelligent Ultrasound Share held (the "Acquisition
Price")
The Acquisition Price values the entire issued and to be issued ordinary share
capital of Intelligent Ultrasound at approximately £45.2 million on a fully
diluted basis.
The Acquisition Price represents a premium of approximately:
· 16.9% to the Closing Price per Intelligent Ultrasound Share of
11.13 pence on 18 December 2024 (being the last Business Day prior to the
publication of this announcement);
· 31.1% to the volume-weighted average price per Intelligent Ultrasound
Share of 9.91 pence for the 12-month period ended 18 December 2024 (being the
last Business Day prior to the publication of this announcement); and
· 79.3% to the Closing Price per Intelligent Ultrasound Share of
7.25 pence on 17 July 2024 (being the last Business Day prior to the
publication of the announcement of the sale of the Clinical AI Business).
If, on or after the date of this announcement and on or prior to the Effective
Date, any dividend, distribution, or other return of value is declared, made,
or paid or becomes payable by Intelligent Ultrasound, Surgical Science
reserves the right to reduce the Acquisition Price by an amount up to the
amount of such dividend, distribution or other return of value in which case
any references to the Acquisition Price will be deemed to be a reference to
the Acquisition Price as so reduced. In such circumstances, eligible
Intelligent Ultrasound Shareholders shall be entitled to retain any such
dividend, distribution, or other return of value declared, made, or paid.
The Acquisition is conditional on the approval of Intelligent Ultrasound
Shareholders, the satisfaction or (where applicable) waiver of the Conditions
and further terms set out in Appendix 1 to this announcement (which shall be
set out in the Scheme Document).
It is expected that the Scheme Document, containing further information about
the Acquisition (including an expected timetable of key events) and notices of
the Court Meeting and the General Meeting, together with the Forms of Proxy,
will be published as soon as reasonably practicable and in any event within 28
days of this announcement or such later date as Surgical Science, Intelligent
Ultrasound and the Panel agree, and that the Court Meeting and the General
Meeting will be held as soon as practicable thereafter. It is expected that
the Scheme will become Effective in the first quarter of 2025. The Scheme
Document and Forms of Proxy will be made available to Intelligent Ultrasound
Shareholders at no charge to them.
3. Background to and reasons for the Acquisition
Surgical Science has established itself as a leader in medical simulation,
dedicated to enhancing medical training through innovative technologies.
Surgical Science has closely monitored the developments at Intelligent
Ultrasound for some time. Following Intelligent Ultrasound's strategic
decision to sell its Clinical AI Business to GE HealthCare, this moment
presents a unique opportunity for both companies to join forces in a way that
can significantly benefit both companies' long-term goals.
In Surgical Science's view, Intelligent Ultrasound's Simulation Business is
particularly attractive due to its strong reputation for delivering
high-quality training solutions that improve the skills of healthcare
professionals. Intelligent Ultrasound has developed a suite of products that
are widely recognised for their effectiveness in ultrasound education,
including realistic simulation scenarios and user-friendly interfaces. With a
solid customer base in medical schools, hospitals, and training institutions,
Intelligent Ultrasound is well-positioned to capitalise on the growing demand
for advanced training solutions in the healthcare sector.
Despite its strong reputation and innovative products, Intelligent Ultrasound
has historically faced challenges in achieving sustainable growth of the
Simulation Business as a standalone entity, with the primary obstacles in
Surgical Science's view being the niche offering and the lack of
organisational scale. In the competitive landscape of medical simulation,
having a diverse portfolio of products is crucial for product bundling and
cross-selling opportunities, attracting a wider customer base and enhancing
customer value. Intelligent Ultrasound primarily focuses on ultrasound
simulation, which limits its ability to offer comprehensive training solutions
that encompass other medical disciplines. Furthermore, Intelligent Ultrasound,
operating independently, may struggle to match the marketing budgets and
distribution networks of larger competitors, limiting its ability to reach new
customers and expand its market presence effectively.
On this basis, and considering that the focus on ultrasound simulation aligns
strongly with Surgical Science's strategic goal to expand its simulation
offering, Surgical Science intends to acquire Intelligent Ultrasound. The
acquisition of Intelligent Ultrasound represents an implied enterprise value
to sales multiple of approximately 0.5 times Intelligent Ultrasound's sales
from its Continuing Business for the financial year 2023 of £10.0 million.
The Acquisition values the entire issued and to be issued ordinary share
capital of Intelligent Ultrasound at approximately £45.2 million on a fully
diluted basis, implying an enterprise value of £4.7 million. The acquisition
of Intelligent Ultrasound will enable Surgical Science to establish a firm
footprint in the UK, with a new research and development site as well as a
comprehensive commercial organisation, and leverage its existing expertise in
medical simulation while integrating Intelligent Ultrasound's specialised
knowledge in ultrasound training. This strategic alignment not only enhances
the product portfolio but also positions the combined entity to address the
growing demand for advanced training solutions in the healthcare sector.
Through the acquisition of Intelligent Ultrasound, Surgical Science's
ultrasound simulation business is expected to grow over 2 times, on a
pro-forma basis for 2023, from sales of approximately SEK 90 million to
approximately SEK 222 million.
4. Recommendation
The Intelligent Ultrasound Directors, who have been so advised by Cavendish as
to the financial terms of the Acquisition, consider the terms of the
Acquisition to be fair and reasonable. In providing advice to the Intelligent
Ultrasound Directors, Cavendish has taken into account the commercial
assessments of the Intelligent Ultrasound Directors. Cavendish is providing
independent financial advice to the Intelligent Ultrasound Directors for the
purposes of Rule 3 of the Takeover Code.
Accordingly, the Intelligent Ultrasound Directors intend to recommend
unanimously that Intelligent Ultrasound Shareholders vote in favour of the
Scheme at the Court Meeting and that Intelligent Ultrasound Shareholders vote
in favour of the Resolution to be proposed at the General Meeting, as the
Intelligent Ultrasound Directors have irrevocably undertaken to do so (or
procure to be done) in respect of their own beneficial holdings of Intelligent
Ultrasound Shares.
5. Background to and reasons for the recommendation
In July 2024, the Intelligent Ultrasound Board announced that it had agreed to
sell Intelligent Ultrasound Limited and certain other assets which together
formed the Group's Clinical AI Business to GE Healthcare. The consideration
for the sale was £40.5 million in cash on a cash-free/debt-free basis.
Following final adjustments and transaction costs, and as of 22 November 2024,
Intelligent Ultrasound's net cash position was £39.6 million. Following the
sale of the Clinical AI Business, the Group was left with its original
Simulation Business as well as the NeedleTrainer products (the "Continuing
Business"). Ultrasound simulation products have been the core of Intelligent
Ultrasound since its foundation in 2004 and over the last 20 years the Group
has sought to grow sales in this business to generate material profitability,
adding products and entering new markets. However, the acquisition of
Intelligent Ultrasound Limited in 2017, with its clinical AI capabilities was
in large part an acknowledgement that ultrasound simulation might not present
a sufficiently large market on its own to build a standalone company.
In addition, the Intelligent Ultrasound Board grew concerned about the
near-term growth of sales, particularly in the higher margin UK and US markets
where the Group has direct sales operations. From a revenue of £10.0 million
for the Continuing Business in 2023, the Intelligent Ultrasound Board expects
Continuing Business revenue in 2024 to be approximately 13% down at £8.7
million. In H1 2024, the Group lost £1.4 million before tax on Continuing
Business revenues of £4.5 million. Looking into 2025, the Intelligent
Ultrasound Board continues to monitor the current pipeline, and notes that
while it is of similar size to the December 2023 pipeline overall, a greater
number of the potential sales are still at an early stage, reducing certainty.
On this basis, following the Clinical AI Business sale, the Intelligent
Ultrasound Board undertook a comprehensive review of the growth potential and
capital requirements of the post-transaction business. While the Intelligent
Ultrasound Board remained confident in the Intelligent Ultrasound Group's
simulation products, technology and market reputation, it concluded that,
without undertaking considerable investment and/or acquisitions, the
Simulation Business risked being sub-scale, particularly in the context of the
fixed costs of being a listed company. Any further investment would
necessarily involve significant execution risk and there would be no guarantee
that Intelligent Ultrasound would be able to deliver a sufficiently
value-enhanced business in the medium term. While the use of ultrasound has
been expanding in recent years, the Intelligent Ultrasound Board also noted
that the market for Intelligent Ultrasound's core products, which are
high-cost one-off capital sales, remains difficult to capture in the near term
with the current scale and reach of Intelligent Ultrasound's organization.
In particular, the Intelligent Ultrasound Board looked at three key scenarios:
· No further investment, returning all cash excluding limited
working capital to shareholders. This was not considered viable given the
scale of the business, current revenues and market uncertainty. In particular,
the large, fixed cost of being listed, materially increases the level of
revenue required to be self-supporting.
· Invest £10 million in the Simulation Business, returning the
rest of the cash to shareholders. In this scenario, Intelligent Ultrasound
would look to develop a new product over the next two years, for launch in
late 2026/early 2027 in addition to the existing portfolio of products to
present Intelligent Ultrasound with an additional product offering and market.
While the Group could see a path to execute this plan and develop a product,
this would present material execution risk with little certainty about truly
achieving scale in a competitive simulation landscape with larger players.
Given the amount for this investment and the estimated timelines to see a
return, coupled with execution and market risk, the Intelligent Ultrasound
Board did not see this as a preferable route.
· Invest between £20 million and £40 million to make an
acquisition, with modest or no return of capital. While management had been
successful with the acquisition of Intelligent Ultrasound to provide a
complementary business to Simulation, it was not clear to the Intelligent
Ultrasound Board that a relevant asset would be available at the right price
in the near term. This approach would require significant conviction given the
execution risk and the need for any acquisition to show material uplift in
valuation within the medium term to be a preferable route. Given discussions
with shareholders the Intelligent Ultrasound Board did not believe that this
would be supported by sufficient numbers of shareholders.
Concurrently, the Intelligent Ultrasound Board implemented a consultation with
its major shareholders pursuant to which it was clear that such shareholders
expected a material return of capital and the management worked with
Intelligent Ultrasound's advisers to ensure this could be done in as efficient
a manner as possible.
Taking into account the issues with scale and the expectation for a return of
capital, the Intelligent Ultrasound Board decided to seek a purchaser for
Intelligent Ultrasound's share capital. In September 2024, the Intelligent
Ultrasound Board appointed financial advisers in order to determine the value
that could be achieved in the event of a sale process and to initiate
discussions with potential purchasers on its behalf. The simulation market has
a narrow group of potential purchasers and the process involved reaching out
to the relevant strategics with the scale and sophistication to make an
acquisition of this type and who have sufficient operational and technical
overlap to be able to generate the synergies to make an attractive bid. As a
result of this process, Intelligent Ultrasound entered into discussions with a
number of potential bidders, including Surgical Science. As the process
developed, discussions with other parties came to a natural conclusion, save
for Surgical Science. This process has culminated in the proposal from
Surgical Science and the intention of the Intelligent Ultrasound Directors to
recommend the Acquisition.
When assessing the value of the offer, the Intelligent Ultrasound Board has
taken into account the risk, uncertainties and capital requirements of scaling
the business on a standalone basis as well as the potential value leakage
associated with returning capital to shareholders and then selling the
Simulation Business in a separate transaction. The Intelligent Ultrasound
Board also notes that the average share price of 10.89 pence per Intelligent
Ultrasound Share during the period between the announcement of the Clinical AI
Business sale and this announcement effectively attributed no equity value to
the historically loss-making Simulation Business. The Intelligent Ultrasound
Directors believe that the Acquisition will provide Intelligent Ultrasound
Shareholders with the opportunity to receive an immediate and certain value
per Intelligent Ultrasound Share in cash that may not otherwise become
available and would, in any event, be dependent on the swift and successful
execution of any new scaling strategy and the ongoing investment requirements
to grow into profitability.
In addition to the financial terms of the Acquisition, in its evaluation of
Surgical Science as a suitable long-term owner of Intelligent Ultrasound, the
Intelligent Ultrasound Board has considered the perspective of all Intelligent
Ultrasound stakeholders, and believes Surgical Science's stated intentions for
Intelligent Ultrasound in relation to its strategy, growth plans, management
and employees as set out in paragraph 9 below are in the best interest of all
stakeholders. The Intelligent Ultrasound Board also welcomes Surgical
Science's confirmation that, following completion of the Acquisition, the
existing contractual and statutory employment rights, including in relation to
pensions, of all Intelligent Ultrasound employees will be fully safeguarded in
accordance with applicable law. The Intelligent Ultrasound Board believes that
the Acquisition represents an opportunity which will result in a positive
outcome for all Intelligent Ultrasound stakeholders, including customers and
shareholders.
Certain of Intelligent Ultrasound's larger shareholders have demonstrated
their support for the Acquisition, as evidenced by their provision of
irrevocable undertakings and a non-binding letter of intent to support the
Acquisition in respect of, in aggregate (when added to those irrevocable
undertakings given by each of the Intelligent Ultrasound Directors),
155,494,429 Intelligent Ultrasound Shares representing approximately 47.5% of
the Intelligent Ultrasound Shares in issue on the Latest Practicable Date.
6. Irrevocable Undertakings and Letter of Intent
In addition to the irrevocable undertakings received from the Intelligent
Ultrasound Directors, Surgical Science has received irrevocable undertakings
from IP2IPO Limited, IP Venture Fund II (GP) LLP, IP2IPO Portfolio (GP)
Limited, Parkwalk Advisors Ltd and Polar Capital Global Healthcare Trust plc
to vote in favour (or procure the voting in favour, as applicable) of the
Scheme at the Court Meeting and the Resolution to approve and implement the
Scheme at the General Meeting (or in the event that the Acquisition is
implemented by way of a Takeover Offer, to accept or procure the acceptance of
such Takeover Offer) in respect of 131,087,477 Intelligent Ultrasound Shares,
in aggregate, representing approximately 40.1% of the issued ordinary share
capital of Intelligent Ultrasound as at the Latest Practicable Date.
Surgical Science has also received a non-binding letter of intent from Amati
Global Investors Limited to vote in favour (or procure the voting in favour,
as applicable) of the Scheme at the Court Meeting and the Resolution to
approve and implement the Scheme at the General Meeting (or in the event that
the Acquisition is implemented by way of a Takeover Offer, to accept or
procure the acceptance of such Takeover Offer) in respect of 22,025,000
Intelligent Ultrasound Shares, in aggregate, representing approximately 6.7%
of the issued ordinary share capital of Intelligent Ultrasound as at the
Latest Practicable Date.
Surgical Science has, therefore, received irrevocable undertakings and a
letter of intent in respect of 155,494,429 Intelligent Ultrasound Shares, in
aggregate, representing approximately 47.5% of the issued ordinary share
capital of Intelligent Ultrasound as at the Latest Practicable Date.
Further details of these irrevocable undertakings and the letter of intent
are set out in Appendix 3.
7. Information on Surgical Science
Surgical Science is a world leader in the development of virtual reality
simulators for evidence-based training. The simulators enable surgeons and
other medical specialists to train and improve their psycho-motor skills and
instrument handling before entering the clinical environment. Alongside its
own products, Surgical Science works with simulation solutions for medical
device companies that develop instruments for clinical use, such as robotic
surgery.
Surgical Science has approximately 270 employees. The company is headquartered
in Gothenburg, Sweden and also has operations in Tel Aviv, Israel, as well as
in Stockholm, Sweden and in Seattle and Cleveland, U.S. Through sales offices
in the U.S. and China, as well as a global network of distributors, Surgical
Science maintains a presence in most markets.
Surgical Science reported sales of SEK 883 million (SEK 803 million) and an
operating profit of SEK 189 million (SEK 163 million) in the year to 31
December 2023 (2022).
Surgical Science has a market capitalisation of SEK 7,884 million
(approximately £566 million). Shares in Surgical Science are traded on the
Nasdaq First North Growth Market in Stockholm, Sweden.
8. Information on Intelligent Ultrasound
Intelligent Ultrasound is one of the world's leading ultrasound simulation and
education companies, specialising in real-time hi-fidelity virtual reality
simulation for the ultrasound training market.
With direct operations in the UK and U.S., and distributors that are
responsible for sales in other geographies, Intelligent Ultrasound designs and
develops real-time hi-fidelity ultrasound education and training simulators
and currently offers ultrasound simulation platform technologies focused on
the following verticals:
· ScanTrainer - obstetrics and gynaecology (OBGYN);
· HeartWorks - echocardiography and anaesthesiology (ECHO);
· BodyWorks - emergency medicine, critical care, intensive care,
and point-of-care (PoCUS);
· BabyWorks - neonate and paediatrics; and
· NeedleTrainer - ultrasound-guided needling.
Intelligent Ultrasound has grown its simulation business since 2014 and to
date it has over 1,700 systems installed in over 800 medical institutions
around the world selling into over 30 countries year to date.
As at October 2024, the Intelligent Ultrasound Group had 48 employees, split
as follows:
Location (Number) Function (%)
UK 38 R&D 24
North America 9 Production 15
China 1 Sales & Marketing 37
Admin 24
In the last three years, the Continuing Business had the following revenues
and gross profit margin:
2021 2022 2023
Revenue £7.5 million £9.8 million £10.0 million
Gross Profit Margin 59.0% 59.8% 59.6%
However, trading in 2024 has been challenging in the UK and North America,
with previously announced NHS spending issues significantly reducing UK
simulation revenues, and unexpected pressure on sales in North America. As
such, for the first half of 2024, sales for the Continuing Business amounted
to £4.5 million and gross profit to £2.6 million, leading to a loss for the
Continuing Business of £1.3 million. In 2024, Continuing Business revenue is
expected to be approximately 13% down at £8.7 million.
In October 2024, Intelligent Ultrasound sold the Clinical AI Business to GE
HealthCare for £40.5 million. As of 22 November 2024, Intelligent
Ultrasound's net cash position was £39.6 million.
Looking ahead to 2025, the Intelligent Ultrasound Board continues to monitor
the current pipeline and notes that while it is of a similar size to the
December 2023 pipeline overall, a greater number of the potential sales are
still at an early stage, reducing the certainty.
9. Directors, management, employees, pensions and locations
Surgical Science's strategic plans and intentions for Intelligent Ultrasound
Surgical Science firmly believes in the potential of Intelligent Ultrasound's
ultrasound product line and recognises the opportunity to enhance its value
through the integration of Intelligent Ultrasound into Surgical Science's
larger global operations. Accordingly, Surgical Science intends to integrate
Intelligent Ultrasound's existing operations across all functions. This is
expected to benefit the Combined Group's offering and future development by
improving operational efficiencies and leveraging shared resources and
functions.
Surgical Science believes that Intelligent Ultrasound's volumetric ultrasound
technology is highly complementary to Surgical Science's existing simulated
ultrasound technology and the combination of the two will lead to end-products
with greater depth of functionality that will drive higher end-market
penetration. Intelligent Ultrasound's Cardiff based research and development
team is therefore expected to play an important role in Surgical Science's
global research and development function, which currently operates from
multiple sites worldwide. Intelligent Ultrasound's Cardiff team will be
integrated into Surgical Science's larger research and development structure
to enhance Surgical Science's core technologies and support innovation that
connects to Surgical Science's product ecosystem. Surgical Science envisages
that Intelligent Ultrasound's Cardiff based research and development team will
become one of Surgical Science's five global research and development hubs,
complementing the existing teams in Tel Aviv, Gothenburg, Seattle and
Stockholm. Similarly, other corporate functions are also intended to be fully
integrated with Surgical Science's established structure to enable scalability
and ensure optimal and efficient use of resources.
Whilst Surgical Science intends, as soon as practicable following completion
of the Acquisition, to procure that Intelligent Ultrasound distributes the
majority of the cash on its balance sheet to its then-parent company, Surgical
Science, the Surgical Science Directors believe that the Acquisition, if
successfully completed, will provide a stable and better capitalised future
for Intelligent Ultrasound, whereby Intelligent Ultrasound can leverage the
Combined Group's resources to effect strategic expansion.
As part of this plan, Surgical Science intends to establish a direct sales
presence in the UK. On completion of the Acquisition, Surgical Science
therefore intends to utilise Intelligent Ultrasound's existing direct sales
capabilities in the UK, which it plans to expand to enhance its competitive
position for the full Surgical Science product range. For the international
sales, Surgical Science and Intelligent Ultrasound both have strong existing
distributor networks, and the new merged reseller network is expected to
strengthen the Combined Group's international market presence.
In addition, Surgical Science intends to fully integrate Intelligent
Ultrasound's products into its product portfolio under the Surgical Science
brand umbrella.
The Surgical Science Directors intend that Surgical Science will, following
the Effective Date, carry out a review (the "Post Completion Review"), of the
operations of Intelligent Ultrasound. Surgical Science intends to commence the
Post Completion Review as soon as completion of the Acquisition occurs and
envisages that it should be capable of being completed within three to four
weeks of the Effective Date. The Surgical Science Directors envisage that the
Post Completion Review will focus on (i) understanding better the structure of
Intelligent Ultrasound's operations generally, but in particular outside the
UK, and evaluating the skillsets of Surgical Science's employees there and
(ii) identifying duplicative roles across Surgical Science's and Intelligent
Ultrasound's respective businesses in corporate and head office roles relating
to Intelligent Ultrasound's status as an AIM-traded company, as well as
administrative and sales functions.
Subject to the Post Completion Review, Surgical Science envisages that
efficiencies gained from Intelligent Ultrasound transitioning to a private
company, enhanced alignment of corporate costs, and a review of resource
requirements, are expected to result in annual cost savings of approximately
£1.5-2 million.
Directors, management and employees
Surgical Science attaches great importance to the skills and experience of the
employees and management team of Intelligent Ultrasound and recognises their
important contribution to Intelligent Ultrasound's successful track record to
date. Surgical Science intends to retain Intelligent Ultrasound's Chief
Executive Officer, Stuart Gall, and Chief Financial Officer, Helen Jones, in
new senior roles within the Combined Group. Surgical Science intends to
dispense with the services of all of Intelligent Ultrasound's non-executive
directors, as is customary for a transaction of this nature.
Surgical Science has a history of utilising talent from the companies it
acquires, with the majority of employees continuing to play a role and
thriving within the Surgical Science Group. Surgical Science looks forward to
Intelligent Ultrasound's employees contributing to the Combined Group whilst
benefiting from enhanced opportunities and resources. However, in order to
achieve the cost savings outlined above and most effectively benefit from the
synergies of Surgical Science's existing operational footprint, it is expected
that there will be a reduction in headcount within Intelligent Ultrasound's
operations of between 10-20%, which the Surgical Science Directors anticipate
will mostly impact Intelligent Ultrasound's operations outside of the UK
(subject to the Post Completion Review).
In the U.S., Intelligent Ultrasound currently employs nine individuals in its
office based in Atlanta, Georgia. Surgical Science intends as soon as
practicable following completion of the Acquisition, in conjunction with
Intelligent Ultrasound's Chief Executive Officer and Chief Financial Officer,
to evaluate the structure of, and roles within, this office, and the skill
sets of the U.S. employees as part of the Post Completion Review, with a view
potentially to align them with Surgical Science's broader U.S. operations,
including offices in Seattle and Cleveland and a geographically distributed
sales team. The outcome of this review may be a reduction in headcount in
Intelligent Ultrasound's U.S. operations. Some affected employees may be
redeployed to Surgical Science's other offices in the U.S. in order to
optimise the efficiency of the Combined Group in the region.
No decisions will be taken with respect to any changes to the workforce until
the Surgical Science Directors and senior management have been able to
evaluate the opportunities in the Combined Group for any such employees during
the Post Completion Review, and until comprehensive planning and appropriate
engagement with affected employees, stakeholders and representatives has taken
place in accordance with any applicable legal obligations of the Combined
Group where it operates after the Effective Date.
Surgical Science does not intend to make any material changes to the balance
of skills and functions of the employees and management of Intelligent
Ultrasound.
Surgical Science will fully safeguard the existing employment rights,
including pension rights, of Intelligent Ultrasound's employees.
Management incentivisation and retention arrangements
Following completion of the Acquisition, it is intended that Surgical Science
will review Intelligent Ultrasound's remuneration and incentivisation
arrangements, with a view to achieving an appropriate alignment of incentives
for management and employee performance across the Combined Group. Surgical
Science has not entered into and does not intend to enter into any discussions
or make any proposals with respect to incentivisation with any members of
Intelligent Ultrasound's management prior to completion of the Acquisition.
Locations, headquarters, fixed assets and research and development
Surgical Science intends to retain Intelligent Ultrasound's headquarters in
Cardiff, UK, including its research and development function as well as its
local assembly operation. However, depending upon the outcome of the Post
Completion Review and the outcome of any decisions with respect to the
retention and/or deployment of the U.S. employees, Surgical Science may decide
that it is no longer economically viable to retain Intelligent Ultrasound's
Atlanta office in the U.S., as indicated above. Intelligent Ultrasound
currently has a small office in Beijing in China and the Surgical Science
Directors intend to decide whether the Beijing office is required as part of
the Combined Group's longer term plans as part of the Post Completion Review.
Other than as disclosed above, Surgical Science does not anticipate that there
will be any material redeployment of the fixed assets of Intelligent
Ultrasound.
As referred to above, Surgical Science intends to retain Intelligent
Ultrasound's existing research and development functions.
Pension schemes
Intelligent Ultrasound has confirmed to Surgical Science that the only pension
scheme that it currently makes available to its employees is a defined
contribution scheme and that it does not have any current or historical
obligations in respect of any defined benefit pension arrangements.
Surgical Science does not intend to make any changes to the agreed employer
contributions to Intelligent Ultrasound's existing defined contribution
pension scheme, or to make any changes to the accrual of benefits for existing
members or the admission of new members to such pension scheme, unless any
such changes are more favourable to the relevant member(s).
Trading Facilities
The Intelligent Ultrasound Shares are currently admitted to trading on AIM
and, as set out in paragraph 15 below, it is intended that an application will
be made to the London Stock Exchange for the cancellation of admission to
trading of the Intelligent Ultrasound Shares on AIM to become effective as
soon as practicable after the Effective Date.
It is expected that the last day of dealings in Intelligent Ultrasound Shares
on AIM will be the last Business Day prior to the Effective Date and no
transfers will be registered after 6.00 p.m. (London time) on that date.
It is also intended that, following the Effective Date and cancellation,
Intelligent Ultrasound will be re-registered as a private company.
On the Effective Date, all of the Intelligent Ultrasound Shares will become
owned by Surgical Science and any share certificates in respect of those
Intelligent Ultrasound Shares will cease to be valid and of value and should
be destroyed. In addition, entitlements to Intelligent Ultrasound Shares held
within the CREST system will be cancelled.
No statements in this paragraph 9 constitute "post-offer undertakings" for the
purposes of Rule 19.5 of the Takeover Code.
10. Intelligent Ultrasound Share Plan
Participants in the Intelligent Ultrasound Share Plan will be contacted
regarding the effect of the Acquisition on their rights under the Intelligent
Ultrasound Share Plan and, where required, appropriate proposals shall be made
to such participants pursuant to Rule 15 of the Takeover Code in due course.
Further details of the terms of such proposals shall be included in the Scheme
Document (or, if Surgical Science has elected (with the consent of the Panel
and subject to the terms of the Cooperation Agreement) to exercise its right
to implement the Acquisition by way of a Takeover Offer, the Offer Document)
and in separate letters to be sent to participants in the Intelligent
Ultrasound Share Plan.
11. Financing
The consideration necessary to satisfy the Acquisition in full will be funded
from Surgical Science's existing cash resources.
To provide additional liquidity for Surgical Science, Surgical Science entered
into a promissory note, with special terms and conditions attached, with
Danske Bank on 5 December 2024 (the "DB Facility"), under which Danske Bank
agreed to provide up to £17 million to Surgical Science. Surgical Science
drew down £17 million under the DB Facility prior to the date of this
announcement and intends to settle the consideration payable pursuant to the
Acquisition out of the cash on its balance sheet, including the funds drawn
down under the DB Facility.
Strand Hanson, joint financial adviser to Surgical Science, confirms that it
is satisfied that sufficient resources are available to Surgical Science to
satisfy in full the cash consideration payable to Intelligent Ultrasound
Shareholders under the terms of the Acquisition.
Further information on the financing of the Acquisition will be set out in the
Scheme Document.
12. Offer-related Arrangements
Confidentiality Agreement
Surgical Science and Intelligent Ultrasound entered into a confidentiality
agreement on 21 November 2024 (the "Confidentiality Agreement"), pursuant to
which, among other things, Surgical Science has undertaken to Intelligent
Ultrasound to keep information relating to the Acquisition, Intelligent
Ultrasound and the Wider Intelligent Ultrasound Group confidential and not to
disclose it to third parties (other than to certain authorised recipients)
unless required by law or regulation. Surgical Science has also undertaken to
Intelligent Ultrasound to use confidential information relating to the
Acquisition, Intelligent Ultrasound and the Wider Intelligent Ultrasound Group
only in connection with the Acquisition. These obligations shall remain in
force until the earlier of (i) 18 months from the date of the Confidentiality
Agreement; and (ii) completion of the Acquisition.
Surgical Science has also agreed to customary standstill arrangements pursuant
to which Surgical Science has agreed (subject to certain customary exceptions)
that it shall not (among other things) acquire Intelligent Ultrasound Shares
or any interest in any Intelligent Ultrasound Shares without the prior written
consent of Intelligent Ultrasound. These restrictions fall away immediately
following the making of this announcement.
Cooperation Agreement
Pursuant to the Cooperation Agreement dated the date of this announcement,
Surgical Science has agreed to provide Intelligent Ultrasound with such
information, assistance and access as may reasonably be required for the
preparation of the Scheme Document and certain confirmations in relation to
the Scheme. The Cooperation Agreement records Surgical Science and Intelligent
Ultrasound's intention to implement the Acquisition by way of a Scheme,
subject to the ability of Surgical Science to implement the Acquisition by way
of a Takeover Offer in the circumstances described in the Cooperation
Agreement. Surgical Science and Intelligent Ultrasound have also agreed to
certain customary provisions if Surgical Science elects to implement the
Acquisition by means of a Takeover Offer and have agreed certain arrangements
in respect of the Intelligent Ultrasound Share Plan, as well as directors' and
officers' insurance.
The Cooperation Agreement will terminate in certain circumstances, including
(but not limited to): (a) if Surgical Science and Intelligent Ultrasound so
agree in writing at any time prior to the Effective Date; (b) if the
Intelligent Ultrasound Directors make a change to their recommendation; (c)
prior to the Long Stop Date: (i) any condition has been invoked by Surgical
Science (where permitted by the Panel) or (ii) a "competing proposal" (as
defined therein) is recommended in whole or in part by the Intelligent
Ultrasound Directors or completes, becomes effective or is declared or becomes
unconditional in all respects; (d) the Acquisition is withdrawn or terminated
or lapses in accordance with its terms prior to the Long Stop Date, and where
required, with the consent of the Panel (other than: (i) where such lapse or
withdrawal is as a result of the exercise of Surgical Science's right to a
switch to a Takeover Offer or (ii) it is otherwise to be followed within six
business days (or such other period as Intelligent Ultrasound and Surgical
Science may agree) by an announcement under Rule 2.7 of the Takeover Code made
by Surgical Science or any person acting in concert with Surgical Science (or
deemed to be acting in concert with Surgical Science) to implement the
Acquisition by a different offer or scheme on substantially the same or
improved terms); or (e) if: (i) except where Surgical Science exercises its
right to a switch to a Takeover Offer, the Scheme is not approved by the
requisite majority of Intelligent Ultrasound Shareholders at the Court Meeting
and/or the Resolution is not passed by the requisite majority of Intelligent
Ultrasound Shareholders at the General Meeting; (ii) the Court Meeting and/or
the General Meeting are not held on or before the 22(nd) day after the
expected date of the Court Meeting and/or General Meeting; (iii) the Sanction
Hearing is not held on or before 30 days after all of the Conditions have been
satisfied or waived (or such later date as may be agreed in writing between
Surgical Science and Intelligent Ultrasound, with the consent of the Panel and
the approval of the Court (if such approval(s) are required)), except where
such delay or adjournment is caused by logistical or practical reasons beyond
Intelligent Ultrasound's control (and Intelligent Ultrasound has not
contributed thereto); (iv) the Court makes a final determination not to
sanction the Scheme; or (v) if any applicable law in effect enjoins or
otherwise prohibits the consummation of the Acquisition, and such law has
become final and non-appealable.
13. Structure of the Acquisition
It is intended that the Acquisition will be implemented by means of a
Court-sanctioned Scheme of Arrangement between Intelligent Ultrasound and
Intelligent Ultrasound Shareholders under Part 26 of the Companies Act,
although Surgical Science reserves the right to implement the Acquisition by
means of a Takeover Offer (subject to the consent of the Panel and the terms
of the Cooperation Agreement).
The purpose of the Scheme is to provide for Surgical Science to become the
holder of the entire issued and to be issued ordinary share capital of
Intelligent Ultrasound. This is to be achieved by the transfer of the
Intelligent Ultrasound Shares to Surgical Science, in consideration of which
the Intelligent Ultrasound Shareholders who are on the register of members at
the Scheme Record Time shall receive cash consideration on the basis set out
in paragraph 2 of this announcement. The transfer of the Intelligent
Ultrasound Shares to Surgical Science will result in Intelligent Ultrasound
becoming a wholly-owned subsidiary of Surgical Science.
The Acquisition is subject to the Conditions and further terms set out below
and in Appendix 1 to this announcement and to be set out in the Scheme
Document and will only become Effective if, among other things, the following
events occur on or before 11.59 p.m. on the Long Stop Date:
(i) the approval of the Scheme by a majority in number of the Intelligent
Ultrasound Shareholders who are present and vote (and are entitled to vote),
whether in person or by proxy, at the Court Meeting and who represent 75% or
more in value of the Scheme Shares voted by such Intelligent Ultrasound
Shareholders;
(ii) the Resolution required to approve and implement the Scheme being duly
passed by Intelligent Ultrasound Shareholders representing the requisite
majority or majorities of the votes cast at the General Meeting;
(iii) the sanction of the Scheme by the Court (with or without modification
but subject to any modification being on terms acceptable to Intelligent
Ultrasound and Surgical Science); and
(iv) following such sanction, the delivery of a copy of the Court Order to the
Registrar of Companies.
The Conditions in paragraph 2 of Part A of Appendix 1 to this announcement
provide, among other things, that the Scheme will lapse if:
· the Court Meeting and/or the General Meeting are not held by the
22(nd) day after the expected date for such meetings that shall be specified
in the Scheme Document in due course (or such later date as may be agreed
between Surgical Science and Intelligent Ultrasound);
· the Sanction Hearing is not held by the 22(nd) day after the
expected date of such hearing to be set out in the Scheme Document in due
course (or such later date as may be agreed between Surgical Science and
Intelligent Ultrasound); or
· the Scheme does not become Effective by 11.59 p.m. on the Long
Stop Date,
provided, however, that the deadlines for the timing of the Court Meeting and
the General Meeting as set out above may be waived by Surgical Science, and
the Long Stop Date may be extended by agreement between Intelligent Ultrasound
and Surgical Science and with the consent of the Panel and (where relevant)
the Court. Subject to satisfaction (or waiver, where applicable) of the
Conditions, the Scheme is expected to become Effective in the first quarter of
2025.
Upon the Scheme becoming Effective: (i) it shall be binding on all Intelligent
Ultrasound Shareholders, irrespective of whether or not they attended or voted
at the Court Meeting or the General Meeting (and, if they voted, irrespective
of whether or not they voted in favour); and (ii) any share certificates in
respect of the Scheme Shares will cease to be valid and should be destroyed,
and entitlements to Intelligent Ultrasound Shares held within the CREST system
will be cancelled.
The terms of the Scheme will provide that the Scheme Shares acquired under the
Scheme shall be acquired fully paid and free from all liens, equitable
interests, charges, encumbrances, options, rights of pre-emption and any other
third party rights and interests of any nature and together with all rights
now or hereafter attaching or accruing to them, including, without limitation,
voting rights and the right to receive and retain in full all dividends and
other distributions (if any) declared, made or paid, or any other return of
value (whether by reduction of share capital or share premium account or
otherwise) made, on or after the Effective Date.
Further details of the Scheme, including an indicative timetable for its
implementation, shall be set out in the Scheme Document. It is expected that
the Scheme Document and the Forms of Proxy accompanying the Scheme Document
for use at the Court Meeting and the General Meeting will be distributed to
Intelligent Ultrasound Shareholders as soon as reasonably practicable and in
any event within 28 days of the date of this announcement or such later date
as Intelligent Ultrasound, Surgical Science and the Panel may agree, and that
the Court Meeting and the General Meeting will be held as soon as practicable
thereafter. The Scheme Document and associated Forms of Proxy will be made
available to all Intelligent Ultrasound Shareholders at no charge to them.
14. Acquisition bonus for Intelligent Ultrasound executive directors
An acquisition bonus pool was adopted by Intelligent Ultrasound in December
2020, and amended on 2 September 2024, whereby participants are entitled to
receive a cash payment in the event that Intelligent Ultrasound is subject to
an offer with an exit event.
In accordance with the above and the terms of their respective bonus award
letters dated 28 December 2020, and as confirmed by the Intelligent Ultrasound
remuneration committee on 19 November 2024, the executive directors of
Intelligent Ultrasound are entitled to a bonus of £586,090.47 in aggregate
upon completion of the Acquisition.
15. Cancellation of trading and re‑registration
It is intended that the London Stock Exchange will be requested to cancel
admission of the Intelligent Ultrasound Shares to trading on AIM to become
effective as soon as practicable after the Effective Date.
It is expected that the last day of dealings in Intelligent Ultrasound Shares
on AIM will be the last Business Day prior to the Effective Date and no
transfers will be registered after 6.00 p.m. (London time) on that date.
It is also intended that, following the Effective Date and cancellation,
Intelligent Ultrasound will be re-registered as a private company.
On the Effective Date, all of the Intelligent Ultrasound Shares will become
owned by Surgical Science and any share certificates in respect of those
Intelligent Ultrasound Shares will cease to be valid and of value and should
be destroyed. In addition, entitlements to Intelligent Ultrasound Shares held
within the CREST system will be cancelled.
16. Disclosure of interests in Intelligent Ultrasound
As at the close of business on the Latest Practicable Date and so far as
Surgical Science is aware, neither Surgical Science nor any of its directors
or any person acting, or deemed to be acting, in concert (within the meaning
of the Takeover Code) with Surgical Science:
· had any interest in, or right to subscribe for, or had any
arrangement in relation to, Intelligent Ultrasound Shares or any relevant
securities of Intelligent Ultrasound;
· had any short position in relation to any Intelligent Ultrasound
Shares or any relevant securities of Intelligent Ultrasound, whether
conditional or absolute and whether in the money or otherwise, including any
short position under a derivative, any agreement to sell or any delivery
obligation or right to require another person to purchase or take delivery of,
any Intelligent Ultrasound Shares or any relevant securities of Intelligent
Ultrasound;
· had any dealing arrangement of the kind referred to in Note 11 on
the definition of "acting in concert" in the Takeover Code, in relation to
Intelligent Ultrasound Shares or in relation to any securities convertible or
exchangeable into Intelligent Ultrasound Shares;
· save as set out in this announcement, had procured an irrevocable
commitment or letter of intent to accept the terms of the Acquisition in
respect of Intelligent Ultrasound Shares or any relevant securities of
Intelligent Ultrasound; or
· has borrowed or lent any Intelligent Ultrasound Shares or
relevant securities of Intelligent Ultrasound (including, for these purposes,
any financial or collateral arrangements of the kind referred to in Note 3 on
Rule 4.6 of the Takeover Code).
"Interests in securities" for these purposes arise, in summary, where a person
has long economic exposure, whether absolute or conditional, to changes in the
price of securities (and a person who has a short position in securities is
not treated as interested in those securities). In particular, a person shall
be treated as having an "interest" by virtue of the ownership, voting rights
or control of securities, or by virtue of any agreement to purchase, option in
respect of, or derivative referenced to, securities.
17. Dividends
If, on or after the date of this announcement, any dividend, distribution, or
other return of value is declared, made or paid, or becomes payable by
Intelligent Ultrasound, Surgical Science reserves the right to reduce the
Acquisition Price by the amount of any such dividend, distribution, or other
return of value. In such circumstances, Intelligent Ultrasound Shareholders
shall be entitled to retain any such dividend, distribution, or other return
of value declared, made, or paid.
18. General
Surgical Science reserves the right to elect (with the consent of the Panel
and subject to the terms of the Cooperation Agreement) to implement the
Acquisition by way of a Takeover Offer for the entire issued and to be issued
ordinary share capital of Intelligent Ultrasound as an alternative to the
Scheme.
In such event, the Takeover Offer shall be implemented on substantially the
same terms, so far as applicable, and subject to the terms of the Cooperation
Agreement, as those which would apply to the Scheme, subject to appropriate
amendments, including, without limitation, the inclusion of an acceptance
condition set (subject to the Cooperation Agreement) at a level permitted by
the Panel. Further, if sufficient acceptances of the Takeover Offer are
received and/or sufficient Intelligent Ultrasound Shares are otherwise
acquired to do so, it would be the intention of Surgical Science to apply the
provisions of the Companies Act to acquire compulsorily any outstanding
Intelligent Ultrasound Shares to which the Takeover Offer relates.
The Acquisition shall be made subject to the Conditions and further terms set
out in Appendix 1 to this announcement and to be set out in the Scheme
Document. The bases and sources of certain financial information contained in
this announcement are set out in Appendix 2 to this announcement. Certain
terms used in this announcement are defined in Appendix 4 to this
announcement.
It is expected that the Scheme Document will be published as soon as
reasonably practicable and in any event within 28 days of this announcement or
such later date as Intelligent Ultrasound, Surgical Science and the Panel
agree, and that the Court Meeting and the General Meeting will be held as soon
as practicable thereafter. It is expected that the Scheme will become
Effective in the first quarter of 2025. The Scheme Document and Forms of Proxy
will be made available to Intelligent Ultrasound Shareholders at no charge to
them.
Pareto, Strand Hanson and Cavendish have each given and not withdrawn its
consent to the publication of this announcement with the inclusion herein of
the references to its name in the form and context in which it appears.
19. Documents
Copies of the following documents will be available promptly on Surgical
Science's website at https://www.surgicalscience.com, and Intelligent
Ultrasound's website at https:// www.intelligentultrasound.com, subject to
certain restrictions relating to persons resident in Restricted Jurisdictions,
and in any event by no later than noon on the Business Day following this
announcement:
· this announcement;
· the Confidentiality Agreement;
· the Cooperation Agreement;
· the DB Facility;
· the irrevocable undertakings and letter of intent referred to in
paragraph 6 above and summarised in Appendix 3 to this announcement; and
· the consent from Pareto, Strand Hanson and Cavendish to being
named in this announcement.
Neither the content of the websites referred to in this announcement, nor any
website accessible from hyperlinks set out in this announcement, is
incorporated into or forms part of this announcement.
Enquiries
Surgical Science
Tom Englund, CEO +46 70 916 16 81
Anna Ahlberg, CFO +46 70 855 38 35
Pareto Securities AB (Joint Financial Adviser to Surgical Science) +46 8 402 50 00
Anthony Leach / Aneesh Khokar
Tolis Emmanouil / Marcus Carlsson
Strand Hanson Limited (Joint Financial Adviser to Surgical Science)
James Dance / Christopher Raggett +44 (0) 207 409 3494
Matthew Chandler / Rob Patrick
Intelligent Ultrasound +44 (0)29 2075 6534
Stuart Gall, CEO
Helen Jones, CFO
Cavendish Capital Markets Limited (Rule 3 Independent Financial Adviser,
Nominated Adviser and Corporate Broker to Intelligent Ultrasound)
Giles Balleny / Henrik Persson +44 (0) 20 7220 0500
Hamish Waller
Cardew Group (PR Adviser to Intelligent Ultrasound)
Allison Connolly +44 (0) 7587 453955
Emma Pascoe-Watson +44 (0) 7774 620415
Jessica Pilling +44 (0) 7918 584573
Baker McKenzie LLP is acting as legal adviser to Surgical Science.
RBG Legal Services Limited, trading as Memery Crystal, is acting as legal
adviser to Intelligent Ultrasound.
Inside information
This announcement contains inside information as stipulated under the Market
Abuse Regulations (EU) No. 596/2014 (as applicable in Sweden as well as the
United Kingdom by incorporation into law by virtue of the European Union
(Withdrawal) Act 2018 as amended by virtue of the Market Abuse (Amendment) (EU
Exit) Regulations 2019). Upon the publication of this announcement via a
Regulatory Information Service, this inside information is now considered to
be in the public domain.
Further information
This announcement is for information purposes only and is not intended to and
does not constitute, or form any 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 Intelligent
Ultrasound in any jurisdiction in contravention of applicable law. The
Acquisition will be made and implemented solely pursuant to the terms of the
Scheme Document (or if the Acquisition is implemented by way of a Takeover
Offer, the Offer Document), 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, or other response to, the Acquisition
should be made only on the basis of the information contained in the Scheme
Document (or if the Acquisition is implemented by way of a Takeover Offer, the
Offer Document).
Intelligent Ultrasound and Surgical Science will prepare the Scheme Document
(or if the Acquisition is implemented by way of a Takeover Offer, the Offer
Document) to be distributed to Intelligent Ultrasound Shareholders.
Intelligent Ultrasound urges Intelligent Ultrasound Shareholders to read the
Scheme Document (or if the Acquisition is implemented by way of a Takeover
Offer, the Offer Document) when it becomes available because it will contain
important information relating to the Acquisition.
This announcement does not constitute a prospectus, prospectus equivalent
document or an exempted document.
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
publication 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.
Disclaimers
This announcement does not constitute any advice or recommendation with
respect to such securities or other financial instruments.
Pareto Securities AB ("Pareto"), which is a Swedish investment firm supervised
by the Swedish Financial Supervisory Authority (Finansinspektionen), is acting
as joint financial adviser to Surgical Science and no one else in connection
with the Acquisition and will not be responsible to anyone other than Surgical
Science for providing the protections afforded to its clients or for providing
advice in connection with the Acquisition or any other matter referred to
herein.
Strand Hanson Limited ("Strand Hanson"), which is authorised and regulated in
the United Kingdom by the FCA, is acting as joint financial adviser to
Surgical Science 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 Surgical Science for providing
the protections afforded to clients of Strand Hanson, nor for providing advice
in relation to any matter referred to in this announcement. Neither Strand
Hanson 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 Strand
Hanson in connection with the matters referred to in this announcement, any
statement contained herein or otherwise.
Cavendish Capital Markets Limited ("Cavendish"), which is authorised and
regulated in the United Kingdom by the FCA, is acting as Rule 3 adviser,
financial adviser, nominated adviser and corporate broker to Intelligent
Ultrasound 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 Intelligent Ultrasound for providing
the protections afforded to clients of Cavendish, nor for providing advice in
relation to any matter referred to in this announcement. Neither Cavendish 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 Cavendish in
connection with the matters referred to in this announcement, any statement
contained herein or otherwise.
Overseas jurisdictions
The release, publication or distribution of this announcement in or into
jurisdictions other than the United Kingdom and Sweden may be restricted by
law and therefore any persons who are subject to the law of any jurisdiction
other than the United Kingdom and Sweden should inform themselves about, and
observe, any applicable requirements. Any failure to comply with such
requirements 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 in accordance with and for the purpose of
complying with English law, the Takeover Code, the AIM Rules the Market Abuse
Regulation 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 the United Kingdom or
Sweden.
The availability of the Acquisition to Intelligent Ultrasound Shareholders who
are not resident in and citizens of the United Kingdom 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 United Kingdom should inform
themselves of, and observe, any applicable legal or regulatory requirements of
their jurisdictions. Any person (including, without limitation, nominees,
trustees and custodians) who would, or otherwise intends to, forward this
announcement, the Scheme Document or any accompanying document to any
jurisdiction outside the United Kingdom should refrain from doing so and seek
appropriate professional advice before taking any action. In particular, the
ability of persons who are not resident in the United Kingdom to vote their
Intelligent Ultrasound 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. Further details in relation to Overseas
Shareholders will be contained in the Scheme Document (or, if the Acquisition
is implemented by way of a Takeover Offer, the Offer Document).
Unless otherwise determined by Surgical Science 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, from, 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 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, without limitation, agents, custodians, nominees and
trustees) must not mail or otherwise forward, distribute or send such
documents 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 a Takeover Offer (unless otherwise
permitted by applicable law and regulation), the Takeover Offer may not be
made directly or indirectly, in, into, from, 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.
Further details in relation to Overseas Shareholders will be included in the
Scheme Document (or, if the Acquisition is implemented by way of a Takeover
Offer, the Offer Document).
Notice to U.S. Intelligent Ultrasound Shareholders
The Acquisition relates to the shares of an English company and is being made
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 or proxy solicitation rules under the U.S. Securities Exchange
Act of 1934 (the "U.S. Exchange Act"). Accordingly, the Acquisition is subject
to the disclosure requirements and practices applicable in the United Kingdom
to schemes of arrangement which differ from the disclosure requirements of the
tender offer and proxy solicitation rules under the U.S. Exchange Act. The
financial information included in this announcement has been prepared in
accordance with UK-adopted IFRS and thus may not be comparable to financial
information of U.S. companies or companies whose financial statements are
prepared in accordance with generally accepted accounting principles in the
United States.
If, in the future, Surgical Science exercises its right to implement the
Acquisition by way of a Takeover Offer, which is to be made into the United
States, the Takeover Offer will be made in compliance with the applicable laws
and regulations of the United Kingdom and the United States, including any
applicable exemptions under the U.S. Exchange Act.
Surgical Science and Intelligent Ultrasound are located in a non-U.S.
jurisdiction, and some or all of their officers and directors may be residents
of a non-U.S. jurisdiction. As a result, U.S. holders of Intelligent
Ultrasound Shares may not be able to effect service of process upon a non-U.S.
company or its officers or directors or to enforce against them a judgement of
a U.S. court for violations of the federal and state securities laws of the
United States.
In accordance with normal United Kingdom practice and pursuant to Rule
14e-5(b) of the U.S. Exchange Act, Surgical Science, certain affiliated
companies and their nominees or brokers (acting as agents), may from time to
time make certain purchases of, or arrangements to purchase, Intelligent
Ultrasound Shares outside of the U.S., 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 such purchases will not be made at prices higher than the price of the
Acquisition provided in this announcement unless the price of the Acquisition
is increased accordingly. Any information about such purchases will be
disclosed as required in the United Kingdom, will be reported to a Regulatory
Information Service and will be made available on the London Stock Exchange
website, www.londonstockexchange.com (http://www.londonstockexchange.com) . To
the extent that such information is required to be publicly disclosed in the
United Kingdom in accordance with applicable regulatory requirements, this
information will, as applicable, also be publicly disclosed in the United
States.
U.S. Intelligent Ultrasound Shareholders should also be aware that the
transaction contemplated herein may have tax consequences in the U.S. and,
that such consequences, if any, are not described herein. U.S. Intelligent
Ultrasound Shareholders are urged to consult with legal, tax and financial
advisers in connection with making a decision regarding this transaction.
Neither the Acquisition nor this announcement have been approved or
disapproved by the U.S. Securities and Exchange Commission, any state
securities commission in the United States or any other U.S. regulatory
authority, nor have such authorities approved or disapproved or passed
judgement upon the fairness or the merits of the Acquisition, or determined if
the information contained in this announcement is adequate, accurate or
complete. Any representation to the contrary is a criminal offence in the
United States.
Forward-looking statements
This announcement (including information incorporated by reference in this
announcement), oral statements made regarding the Acquisition, and other
information published by Surgical Science and Intelligent Ultrasound 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 Surgical Science and Intelligent Ultrasound 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 Surgical
Science and Intelligent Ultrasound (including their future prospects,
developments and strategies), 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 "prepares", "plans", "expects" or "does not expect", "is
expected", "is subject to", "budget", "projects", "synergy", "strategy",
"scheduled", "goal", "estimates", "forecasts", "cost saving", "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.
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 Surgical Science's and Intelligent Ultrasound's, any
member of the Surgical Science Group or any member of the Intelligent
Ultrasound Group's, operations and potential synergies resulting from the
Acquisition; and (iii) the effects of global economic conditions and
governmental regulation on Surgical Science's and Intelligent Ultrasound's,
any member of the Surgical Science Group or any member of the Intelligent
Ultrasound Group's, business.
Although Surgical Science and Intelligent Ultrasound believe that the
expectations reflected in such forward-looking statements are reasonable,
Surgical Science and Intelligent Ultrasound 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, but are not limited to: the ability to complete the
Acquisition; the ability to obtain shareholder approvals and the satisfaction
of other Conditions on the proposed terms and schedule; changes in the global
political, economic, business and competitive environments and in market and
regulatory forces; changes in future exchange and interest rates; changes in
tax rates; future business combinations or disposals; changes in general
economic and business conditions; changes in the behaviour of other market
participants; changes in the anticipated benefits from the proposed
transaction not being realised as a result of changes in general economic and
market conditions in the countries in which Surgical Science and Intelligent
Ultrasound operate; weak, volatile or illiquid capital and/or credit markets;
changes in tax rates, interest rate and currency value fluctuations, the
degree of competition in the geographic and business areas in which Surgical
Science and Intelligent Ultrasound operate; and changes in laws or in
supervisory expectations or requirements. Other unknown or unpredictable
factors could cause actual results to differ materially from those expected,
estimated or projected in the forward-looking statements. If any one or more
of these risks or uncertainties materialises or if any one or more of the
assumptions proves 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. Neither Surgical Science
nor Intelligent Ultrasound, 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 any reliance on these forward-looking statements.
Specifically, statements of estimated cost savings and synergies related to
future actions and circumstances which, by their nature, involve risks,
uncertainties and contingencies. As a result, the cost savings and synergies
referred to may not be achieved, may be achieved later or sooner than
estimated, or those achieved could be materially different from those
estimated. Due to the scale of the Intelligent Ultrasound Group, there may be
additional changes to the Intelligent Ultrasound Group's operations. As a
result, and given the fact that the changes relate to the future, the
resulting cost synergies may be materially greater or less than those
estimated.
The forward-looking statements speak only at the date of this announcement.
All subsequent oral or written forward-looking statements attributable to any
member of the Surgical Science Group or the Intelligent Ultrasound Group, or
any of their respective associates, directors, officers, employees or
advisers, are expressly qualified in their entirety by the cautionary
statement above.
Other than in accordance with their legal or regulatory obligations, neither
Surgical Science nor Intelligent Ultrasound is under any obligation, and
Surgical Science and Intelligent Ultrasound 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.
Dealing and Opening Position Disclosure Requirements
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) of the Takeover Code
applies must be made by no later than 3.30 p.m. on the 10th business day
following the commencement of the offer period and, if appropriate, by no
later than 3.30 p.m. 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 p.m. 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 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 a website
In accordance with Rule 26.1 of the Takeover Code, a copy of this announcement
and the documents required to be published under Rule 26 of the Takeover Code
will be made available, subject to certain restrictions relating to persons
resident in Restricted Jurisdictions, on Intelligent Ultrasound's website at
https:// www.intelligentultrasound.com and Surgical Science's website at
https://www.surgicalscience.com by no later than 12 noon (London time) on the
Business Day following this announcement. For the avoidance of doubt, neither
the content of these websites nor of any website accessible from hyperlinks
set out in this announcement is incorporated by reference or forms part of
this announcement.
No profit forecasts, estimates or quantified benefits statements
No statement in this announcement is intended as a profit forecast, profit
estimate or quantified benefits statement for any period and no statement in
this announcement should be interpreted to mean that earnings or earnings per
share for Intelligent Ultrasound or Surgical Science for the current or future
financial years would necessarily match or exceed the historical published
earnings or earnings per share for Intelligent Ultrasound or Surgical Science
(as the case may be).
Requesting hard copy documents
In accordance with Rule 30.3 of the Takeover Code, Intelligent Ultrasound
Shareholders, persons with information rights and participants in Intelligent
Ultrasound Share Plan may request a hard copy of this announcement, free of
charge, by contacting Intelligent Ultrasound's registrar, Link Group, either
in writing to Central Square, 29 Wellington Street, Leeds LS1 4DL, by email to
shareholderenquiries@linkgroup.co.uk or by calling +44 (0)371 664 0391. You
may also request that all future documents, announcements and information to
be sent to you in relation to the Acquisition should be in hard copy form.
Calls outside the United Kingdom will be charged at the applicable
international rate. Lines are open between 9.00 a.m. and 5.30 p.m. Monday to
Friday excluding public holidays in England and Wales. For persons who receive
a copy of this announcement in electronic form or via a website notification,
a hard copy of this announcement will not be sent unless so requested. In
accordance with Rule 30.3 of the Takeover Code, such persons may also request
that all future documents, announcements and information to be sent to them in
relation to the Acquisition should be in hard copy form.
Electronic communications
Please be aware that addresses, electronic addresses and certain other
information provided by Intelligent Ultrasound Shareholders, persons with
information rights and other relevant persons for the receipt of
communications from Intelligent Ultrasound may be provided to Surgical Science
during the offer period as required under Section 4 of Appendix 4 of the
Takeover Code to comply with Rule 2.11(c) of the Takeover Code.
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 figures that precede them.
General
Surgical Science reserves the right to elect, with the consent of the Panel
(where necessary) and subject to the terms of the Cooperation Agreement, to
implement the Acquisition by way of a Takeover Offer as an alternative to the
Scheme. In such an event, the Takeover Offer will be implemented on
substantially the same terms, so far as applicable, as those which would apply
to the Scheme (subject to appropriate amendments).
If the Acquisition is effected by way of a Takeover Offer, and the Takeover
Offer becomes or is declared unconditional in all respects and sufficient
acceptances are received, Surgical Science intends to exercise its rights to
apply the provisions of Chapter 3 of Part 28 of the Companies Act so as to
acquire compulsorily the remaining Intelligent Ultrasound Shares in respect of
which the Takeover Offer has not been accepted.
Investors should be aware that Surgical Science may purchase Intelligent
Ultrasound Shares otherwise than under any Takeover Offer or the Scheme,
including pursuant to privately negotiated purchases.
The Acquisition will be subject to English law, the jurisdiction of the Court,
and the applicable requirements of the Takeover Code, the Panel, the London
Stock Exchange, the FCA, the AIM Rules and the Registrar of Companies.
Rule 2.9 of the Takeover Code
For the purposes of Rule 2.9 of the Takeover Code, Intelligent Ultrasound
confirms that, as at 18 December 2024, it had in issue 327,189,921 ordinary
shares of 1 penny each admitted to trading on AIM. The ISIN for the ordinary
shares is GB00BN791Q39.
Appendix 1
Conditions and Further Terms of the Acquisition
Part A
Conditions to the Scheme and the Acquisition
Long Stop Date
1. The Acquisition is conditional upon the Scheme becoming unconditional
and Effective, subject to the provisions of the Takeover Code, by no later
than 11.59 p.m. on the Long Stop Date.
Scheme Approval Condition
2. The Scheme shall be subject to the following conditions:
2.1 (i) its approval by a majority in number and representing not
less than 75% in value of the Intelligent Ultrasound Shareholders who are on
the register of members of Intelligent Ultrasound (or the relevant class or
classes thereof, if applicable) at the Voting Record Time, present and voting,
whether in person or by proxy, at the Court Meeting and at any separate class
meeting which may be required by the Court (or any adjournment thereof); and
(ii) such Court Meeting and any separate class meeting (or any adjournment of
any such meeting) being held on or before the 22(nd) day after the expected
date of the Court Meeting to be set out in the Scheme Document in due course
(or such later date, if any, (a) as may be agreed between Surgical Science and
Intelligent Ultrasound, or (b) (in a competitive situation) as may be
specified by Surgical Science with the consent of the Panel, and in each case
that (if required) the Court may allow);
2.2 (i) the Resolution being duly passed by the requisite majority
or majorities at the General Meeting (or any adjournment thereof); and (ii)
such General Meeting (or any adjournment thereof) being held on or before the
22(nd) day after the expected date of the General Meeting to be set out in the
Scheme Document in due course (or such later date, if any, (a) as may be
agreed between Surgical Science and Intelligent Ultrasound, or (b) (in a
competitive situation) as may be specified by Surgical Science with the
consent of the Panel, and in each case that (if required) the Court may
allow); and
2.3 (i) the sanction of the Scheme by the Court with or without
modification (but subject to any such modification being acceptable to
Surgical Science and Intelligent Ultrasound) and the delivery of a copy of the
Court Order to the Registrar of Companies; and (ii) the Sanction Hearing being
held on or before the 22(nd) day after the expected date of the Sanction
Hearing to be set out in the Scheme Document in due course (or such later
date, if any, (a) as may be agreed between Surgical Science and Intelligent
Ultrasound, or (b) (in a competitive situation) as may be specified by
Surgical Science with the consent of the Panel, and in each case that (if
required) the Court may allow).
General Conditions
3. In addition, subject as stated in Part B of this Appendix 1 and to the
requirements on the Panel, the Acquisition shall be conditional upon the
following Conditions and, accordingly, the Court Order will not be delivered
to the Registrar of Companies unless such Conditions (as amended if
appropriate) have been satisfied or, where capable of waiver, waived:
Third Party Clearances
3.1 the waiver (or non-exercise within any applicable time limits)
by any relevant government or governmental, quasi-governmental, supranational,
statutory, regulatory, environmental, administrative, fiscal or investigative
body, court, trade agency, association, institution, environmental body,
employee representative body, any entity owned or controlled by any relevant
government or state, or any other body or person whatsoever in any
jurisdiction (each a "Third Party") of any termination right, right of
pre-emption, first refusal or similar right (which is material in the context
of the Wider Intelligent Ultrasound Group taken as a whole or in the context
of the Acquisition) arising as a result of or in connection with the Scheme or
the Acquisition;
3.2 all material notifications, filings or applications which are
necessary having been made in connection with the Acquisition and all
statutory or regulatory obligations in any jurisdiction having been complied
with in connection with the Acquisition or the acquisition by any member of
the Wider Surgical Science Group of any shares or other securities in, or
control of, Intelligent Ultrasound and all authorisations, orders,
recognitions, grants, determinations, confirmations, consents, licences,
clearances, permissions, exemptions and approvals deemed necessary or
appropriate by Surgical Science or any member of the Wider Surgical Science
Group (in each such case, acting reasonably) for or in respect of the
Acquisition including without limitation, its implementation and financing or
the proposed direct or indirect acquisition of any shares or other securities
in, or control of, Intelligent Ultrasound or any member of the Wider
Intelligent Ultrasound Group by any member of the Wider Surgical Science Group
having been obtained in terms and in a form reasonably satisfactory to
Surgical Science from all appropriate Third Parties or persons with whom any
member of the Wider Intelligent Ultrasound Group has entered into contractual
arrangements and all such authorisations, orders, grants, recognitions,
determinations, confirmations, consents, licences, clearances, permissions,
exemptions and approvals reasonably considered necessary or appropriate to
carry on the business of any member of the Wider Intelligent Ultrasound Group
which are material in the context of the Wider Surgical Science Group or the
Wider Intelligent Ultrasound Group as a whole or for or in respect of the
Acquisition including, without limitation, its implementation or financing
remaining in full force and effect and all filings necessary for such purpose
having been made and there being no notice or intimation of any intention to
revoke or not to renew any of the same at the time at which the Acquisition
becomes otherwise unconditional and all necessary statutory or regulatory
obligations in any jurisdiction having been complied with;
3.3 no Third Party having given notice of a decision to take,
institute, implement or threaten any action, proceeding, suit, investigation,
enquiry or reference (and, in each case, not having withdrawn the same), or
having required any action to be taken or otherwise having done anything or
having enacted, made or proposed any statute, regulation, decision, order or
change to published practice and there not continuing to be outstanding any
statute, regulation, decision or order which would or might reasonably be
expected to:
(a) make the Scheme or Acquisition or, in each case, its
implementation or the acquisition or proposed acquisition of any shares or
other securities in, or control or management of, any member of the Wider
Intelligent Ultrasound Group by any member of the Wider Surgical Science Group
void, illegal and/or unenforceable under the laws of any relevant
jurisdiction, or otherwise directly or indirectly prevent, prohibit, or
restrain, restrict, impede, challenge, delay or otherwise interfere with the
implementation of, or impose material additional conditions or obligations
with respect to, the Acquisition or require amendment of the Scheme;
(b) require, prevent or materially delay the divestiture or
materially alter the terms envisaged for such divestiture by any member of the
Wider Surgical Science Group or by any member of the Wider Intelligent
Ultrasound Group of all or any material part of their businesses, assets or
property or impose any limitation on the ability of all or any of them to
conduct their businesses (or any part thereof) or to own, control or manage
any of their assets or properties (or any part thereof) to an extent which is
material in the context of the Wider Intelligent Ultrasound Group taken as a
whole or in the context of the Acquisition;
(c) impose any material limitation on, or result in a material
delay in, the ability of any member of the Wider Surgical Science Group
directly or indirectly to acquire or hold or to exercise effectively all or
any rights of ownership in respect of shares or loans or securities
convertible into shares or any other securities in Intelligent Ultrasound (or
the equivalent) or any member of the Wider Intelligent Ultrasound Group or any
member of the Wider Surgical Science Group or to exercise voting or management
control over any such member, in each case to an extent which is material in
the context of the Wider Intelligent Ultrasound Group or the Wider Surgical
Science Group taken as a whole or in the context of the Acquisition;
(d) other than pursuant to the implementation of the Scheme or,
if applicable, sections 974 to 991 of the Companies Act, require any member of
the Wider Surgical Science Group or the Wider Intelligent Ultrasound Group to
acquire or offer to acquire any shares, other securities (or the equivalent)
or interest in any member of the Wider Intelligent Ultrasound Group or any
asset owned by any third party which is material in the context of the Wider
Intelligent Ultrasound Group or the Wider Surgical Science Group, in either
case, taken as a whole;
(e) require, prevent or materially delay a divestiture by any
member of the Wider Surgical Science Group of any shares or other securities
in Intelligent Ultrasound;
(f) result in any member of the Wider Intelligent Ultrasound
Group ceasing to be able to carry on business under any name which it
presently does so to an extent which is material in the context of the Wider
Intelligent Ultrasound Group taken as a whole or the Wider Surgical Science
Group taken as a whole, as applicable;
(g) impose any limitation on the ability of any member of the
Wider Surgical Science Group or any member of the Wider Intelligent Ultrasound
Group to conduct, integrate or co‑ordinate all or any part of their
respective businesses with all or any part of the business of any other member
of the Wider Surgical Science Group and/or the Wider Intelligent Ultrasound
Group in a manner which is adverse and material to the Wider Surgical Science
Group and/or the Wider Intelligent Ultrasound Group, in either case, taken as
a whole or in the context of the Acquisition; or
(h) otherwise adversely affect the business, assets, value,
profits, prospects or operational performance of any member of the Wider
Intelligent Ultrasound Group or any member of the Wider Surgical Science Group
in each case in a manner which is adverse to and material in the context of
the Wider Intelligent Ultrasound Group taken as a whole or the Wider Surgical
Science Group taken as a whole or of the financing of the Acquisition,
and all applicable waiting and other time periods (including any extensions
thereof) during which any such Third Party could decide to take, institute,
implement or threaten any such action, proceeding, suit, investigation,
enquiry or reference or take any other step under the laws of any jurisdiction
in respect of the Acquisition or proposed acquisition of any Intelligent
Ultrasound Shares or otherwise intervene having expired, lapsed, or been
terminated;
Certain matters arising as a result of any arrangement, agreement etc.
3.4 except as Disclosed, there being no provision of any
arrangement, agreement, licence, permit, franchise, lease or other instrument
to which any member of the Wider Intelligent Ultrasound Group is a party or by
or to which any such member or any of its assets is or may be bound, entitled
or be subject or any event or circumstance which, as a consequence of the
Acquisition or the proposed acquisition by any member of the Wider Surgical
Science Group of any shares or other securities in Intelligent Ultrasound or
because of a change in the control or management of any member of the Wider
Intelligent Ultrasound Group or otherwise, would or might reasonably be
expected to result in any of the following to an extent which is material and
adverse in the context of the Wider Intelligent Ultrasound Group or the Wider
Surgical Science Group, in either case, taken as a whole or in the context of
the Acquisition:
(a) any monies borrowed by or any other indebtedness or
liabilities (actual or contingent) of, or grant available to any such member,
being or becoming repayable or capable of being declared repayable immediately
or earlier than their or its stated maturity date or repayment date or the
ability of any such member to borrow monies or incur any indebtedness being
withdrawn or inhibited or being capable of becoming or being withdrawn or
inhibited;
(b) any such agreement, arrangement, licence, permit, franchise,
lease or other instrument or the rights, liabilities, obligations or interests
of any such member thereunder being terminated or adversely modified or
affected or any obligation or liability arising, or any adverse action being
taken or arising thereunder;
(c) any asset or interest of any such member being or failing to
be disposed of or charged or ceasing to be available to any such member or any
right arising under which any such asset or interest could be required to be
disposed of or charged or could cease to be available to any such member
otherwise than in the ordinary course of business;
(d) the creation or enforcement of any mortgage, charge or other
security interest over the whole or any part of the business, property, assets
or interest of any such member;
(e) the rights, liabilities, obligations or interests of any
such member, or the business of any such member with, any person, firm,
company or body (or any arrangement or arrangements relating to any such
interest or business) being terminated, adversely modified or adversely
affected;
(f) the value of any such member or its financial or trading
position or prospects being prejudiced or adversely affected;
(g) any such member ceasing to be able to carry on business
under any name under which it presently does so;
(h) the creation or acceleration of any liability, actual or
contingent, by any such member (including any material tax liability or any
obligation to obtain or acquire any material authorisation, order, grant,
recognition, determination, confirmation, consent, licence, clearance,
permission, exemption, approval, notice, waiver, concession, agreement or
exemption from any Third Party or any person) other than trade creditors or
other liabilities incurred in the ordinary course of business or in connection
with the Acquisition; or
(i) any liability of any such member to make any severance,
termination, bonus or other payment to any of its directors or other officers,
and no event having occurred which, under any provision of any arrangement,
agreement, lease, licence, permit, franchise or other instrument to which any
member of the Wider Intelligent Ultrasound Group is a party or by or to which
any such member or any of its assets may be bound, entitled or subject, would
or might reasonably be expected to result in any of the events or
circumstances as are referred to in sub-paragraphs (a) to (i) (inclusive) of
this paragraph 3.4;
No material transactions, claims or changes in the conduct of the business of
the Intelligent Ultrasound Group since 30 June 2024
3.5 except as Disclosed, no member of the Wider Intelligent
Ultrasound Group having since 30 June 2024:
(a) save as between Intelligent Ultrasound and its
wholly‑owned subsidiaries or for Intelligent Ultrasound Shares issued under
or pursuant to the exercise of options or vesting of awards granted in the
ordinary course under the Intelligent Ultrasound Share Plan, issued or agreed
to issue, authorised or proposed or announced its intention to authorise or
propose the issue of additional shares of any class or sale of Intelligent
Ultrasound Shares out of treasury;
(b) save as between Intelligent Ultrasound and its wholly-owned
subsidiaries or for the grant of options and awards and other rights under the
Intelligent Ultrasound Share Plan, issued or agreed to issue, authorised or
proposed the issue of securities convertible into shares of any class or
rights, warrants or options to subscribe for, or acquire, any such shares or
convertible securities;
(c) other than to Intelligent Ultrasound or one of its
wholly‑owned subsidiaries, prior to the Acquisition becoming Effective,
recommended, declared, paid or made or agreed to recommend, declare, pay or
make any bonus issue, dividend or other distribution whether payable in cash
or otherwise or made any bonus issue;
(d) save as between Intelligent Ultrasound and its
wholly‑owned subsidiaries or between such wholly‑owned subsidiaries,
merged with (by statutory merger or otherwise) or demerged from or acquired
any body corporate, partnership or business or acquired or disposed of, or,
transferred, mortgaged or charged or created any security interest over, any
assets or any right, title or interest in any asset (including shares and
trade investments) or authorised, proposed or announced any intention to do
so, in each case, other than in the ordinary course of business and, in each
case, to an extent which is material in the context of the Wider Intelligent
Ultrasound Group taken as a whole or in the context of the Acquisition;
(e) save as between Intelligent Ultrasound and its
wholly‑owned subsidiaries or between such wholly‑owned subsidiaries, made,
authorised, proposed or announced an intention to propose any change in its
loan capital in each case, to the extent which is material in the context of
the Wider Intelligent Ultrasound Group taken as a whole or in the context of
the Acquisition;
(f) issued, authorised or proposed the issue of, or made any
change in or to, any debentures or (save as between Intelligent Ultrasound and
its wholly-owned subsidiaries or between such wholly‑owned subsidiaries),
save in the ordinary course of business, incurred or increased any
indebtedness or become subject to any contingent liability;
(g) purchased, redeemed or repaid or announced any proposal to
purchase, redeem or repay any of its own shares or other securities or reduced
or, save in respect to the matters mentioned in sub-paragraphs 3.5(a) or
3.5(b) above, made any other change to any part of its share capital in each
case, to the extent which is material in the context of the Wider Intelligent
Ultrasound Group taken as a whole or in the context of the Acquisition;
(h) entered into, varied, authorised or proposed entry into or
variation of, or announced its intention to enter into or vary, any material
contract, transaction, arrangement, agreement or commitment (whether in
respect of capital expenditure or otherwise) (otherwise than in the ordinary
course of business) which is of a long-term, unusual or onerous nature, or
which involves or could reasonably be expected to involve an obligation of a
nature or magnitude, in each case, to the extent which is or is reasonably
likely to be material to the Wider Intelligent Ultrasound Group taken as a
whole or in the context of the Acquisition;
(i) entered into any licence or other disposal of intellectual
property rights of any member of the Wider Intelligent Ultrasound Group which
are material in the context of the Wider Intelligent Ultrasound Group taken as
a whole or in the context of the Acquisition and outside the normal course of
business;
(j) save to the extent arising as a result of any change in
applicable law, entered into or varied the terms of, any contract, commitment,
arrangement or any service agreement with any director or senior executive of
the Wider Intelligent Ultrasound Group save for salary increases, bonuses or
variations of terms in the ordinary course of business, which is material in
the context of the Wider Intelligent Ultrasound Group taken as a whole or in
the context of the Acquisition, other than as agreed by Surgical Science and
(if required) by the Panel;
(k) proposed, agreed to provide or modified the terms of any
share option scheme, incentive scheme, or other benefit relating to the
employment or termination of employment of any employee of the Wider
Intelligent Ultrasound Group which, taken as a whole, are material in the
context of the Wider Intelligent Ultrasound Group taken as a whole, other than
as agreed by Surgical Science and (if required) by the Panel;
(l) (excluding the trustee of any pension scheme(s)
established by a member of the Wider Intelligent Ultrasound Group other than
Intelligent Ultrasound itself) made, agreed or consented to or procured any
material change to:
(i) the terms of any existing trust deeds, rules, policy or
other governing documents, or entered into or established any new trust deeds,
rules, policy or other governing documents, constituting any pension scheme or
other retirement or death benefit arrangement established for the directors,
former directors, employees or former employees of any entity in the Wider
Intelligent Ultrasound Group or their dependants and established by a member
of the Wider Intelligent Ultrasound Group (a "Relevant Pension Plan");
(ii) the basis on which benefits accrue, pensions which are
payable or the persons entitled to accrue or be paid benefits, under any
Relevant Pension Plan;
(iii) the basis on which the liabilities of any Relevant Pension
Plan are funded or valued; or
(iv) the contributions payable to any such scheme(s) or to the
benefits which accrue or to the pensions which are payable thereunder;
(m) waived, compromised or settled any claim otherwise than in the
ordinary course of business which is material in the context of the Wider
Intelligent Ultrasound Group taken as a whole or in the context of the
Acquisition;
(n) made any alteration to its articles of association or other
constitutional documents (in each case, other than in connection with the
Scheme) which is material in the context of the Acquisition;
(o) (other than in respect of a member of the Wider Intelligent
Ultrasound Group which is dormant and was solvent at the relevant time) taken
or proposed any steps, corporate action or had any legal proceedings
instituted or threatened against it in relation to the suspension of payments,
a moratorium of any indebtedness, its winding‑up (voluntary or otherwise),
dissolution, reorganisation or for the appointment of any administrator,
receiver, manager, administrative receiver, trustee or similar officer of all
or any material part of its assets or revenues or any analogous proceedings in
any jurisdiction or appointed any analogous person in any jurisdiction or had
any such person appointed, in each case, which is material in the context of
the Wider Intelligent Ultrasound Group taken as a whole or in the context of
the Acquisition;
(p) been unable, or admitted in writing that it is unable, to
pay its debts or commenced negotiations with one or more of its creditors with
a view to rescheduling or restructuring any of its indebtedness, or having
stopped or suspended (or threatened to stop or suspend) payment of its debts
generally or ceased or threatened to cease carrying on all or a substantial
part of its business, in each case, which is material in the context of the
Wider Intelligent Ultrasound Group taken as a whole or in the context of the
Acquisition;
(q) entered into any contract, commitment, agreement or
arrangement or passed any resolution or made any offer (which remains open for
acceptance) with respect to or announced an intention to, or to propose to,
effect any of the transactions, matters or events referred to in this
Condition;
(r) terminated or varied the terms of any agreement or
arrangement between any member of the Wider Intelligent Ultrasound Group and
any other person in a manner which would or might be expected to have a
material adverse effect on the financial position of the Wider Intelligent
Ultrasound Group taken as a whole; or
(s) taken (or agreed or proposed to take) any action which
requires, or would require, the consent of the Panel or the approval of
Intelligent Ultrasound Shareholders in general meeting in accordance with, or
as contemplated by, Rule 21.1 of the Takeover Code;
No adverse change, litigation or regulatory enquiry since 30 June 2024
3.6 save as Disclosed, since 30 June 2024:
(a) no adverse change or deterioration having occurred in the
business, assets, value, financial or trading position, profits, prospects or
operational performance of any member of the Wider Intelligent Ultrasound
Group which, in any such case, is material to the Wider Intelligent Ultrasound
Group taken as a whole or in the context of the Acquisition;
(b) no litigation, arbitration proceedings, prosecution or other
legal proceedings to which any member of the Wider Intelligent Ultrasound
Group is or may become a party (whether as claimant or defendant or otherwise)
and no enquiry, review, investigation or enforcement proceedings by, or
complaint or reference to, any Third Party against or other investigative body
against or in respect of any member of the Wider Intelligent Ultrasound Group
having been threatened, announced or instituted by or against, or remaining
outstanding in respect of, any member of the Wider Intelligent Ultrasound
Group which, in any such case, has had or might reasonably be expected to have
a material adverse effect on the Wider Intelligent Ultrasound Group taken as a
whole or in the context of the Acquisition;
(c) no contingent or other liability of any member of the Wider
Intelligent Ultrasound Group having arisen or become apparent to Surgical
Science or increased other than in the ordinary course of business which has
or might reasonably be expected to adversely affect any member of the Wider
Intelligent Ultrasound Group in a way that is material to the Wider
Intelligent Ultrasound Group taken as a whole or in the context of the
Acquisition; or
(d) no steps having been taken and no omissions having been made
which are likely to result in the withdrawal, cancellation, termination or
modification of any licence or permit held by any member of the Wider
Intelligent Ultrasound Group, which is necessary for the proper carrying on of
its business and the withdrawal, cancellation, termination or modification of
which is material and reasonably be expected to have a material adverse effect
on the Wider Intelligent Ultrasound Group taken as a whole or in the context
of the Acquisition;
No discovery of certain matters
3.7 save as Disclosed, Surgical Science not having discovered:
(a) that any financial, business or other information concerning
the Wider Intelligent Ultrasound Group as contained in the information
publicly disclosed at any time by or on behalf of any member of the Wider
Intelligent Ultrasound Group is materially misleading, contains a material
misrepresentation of fact or omits to state a fact necessary to make that
information not misleading and which was not subsequently corrected before the
date of this announcement by disclosure either publicly or otherwise to
Surgical Science or its professional advisers, in each case, to the extent
which is material in the context of the Wider Intelligent Ultrasound Group
taken as a whole or in the context of the Acquisition; or
(b) that any member of the Wider Intelligent Ultrasound Group or
any partnership, company or other entity in which any member of the Wider
Intelligent Ultrasound Group has a significant economic interest and which is
not a subsidiary undertaking of Intelligent Ultrasound is subject to any
liability (contingent or otherwise), other than in the ordinary course of
business and in each case, to the extent material in the context of the Wider
Intelligent Ultrasound Group taken as a whole or in the context of the
Acquisition;
(c) any past or present member of the Wider Intelligent
Ultrasound Group has failed to comply in a material respect with any and/or
all applicable legislation or regulation, of any jurisdiction with regard to
the use, treatment, handling, storage, carriage, disposal, spillage, release,
discharge, leak or emission of any waste or hazardous substance or any
substance likely to impair the environment or harm human health or animal
health or otherwise relating to environmental matters or the health and safety
of humans, or that there has otherwise been any such use, treatment, handling,
storage, carriage, disposal, spillage, release, discharge, leak or emission
(whether or not the same constituted a non-compliance by any person with any
such legislation or regulations, and wherever the same may have taken place)
any of which storage, carriage, disposal, spillage, release, discharge, leak
or emission would be likely to give rise to any material liability (actual or
contingent) or cost on the part of any member of the Wider Intelligent
Ultrasound Group and which is material in the context of the Wider Intelligent
Ultrasound Group taken as a whole or in the context of the Acquisition;
(d) there is, or is reasonably likely to be, for any reason
whatsoever, any liability (actual or contingent) of any past or present member
of the Wider Intelligent Ultrasound Group to make good, remediate, repair,
reinstate or clean up any property or any controlled waters now or previously
owned, occupied, operated or made use of or controlled by any such past or
present member of the Wider Intelligent Ultrasound Group (or on its behalf) or
by any person for which a member of the Wider Intelligent Ultrasound Group is
or has been responsible, or in which any such member may have or previously
have had or be deemed to have had an interest, under any environmental
legislation, regulation, notice, circular or order of any Third Party and
which is material in the context of the Wider Intelligent Ultrasound Group
taken as a whole or in the context of the Acquisition;
(e) circumstances exist (whether as a result of proceeding with
the Acquisition or otherwise) which would be reasonably likely to lead to any
Third Party instituting, or whereby any member of the Wider Surgical Science
Group or any present or past member of the Wider Intelligent Ultrasound Group
would be likely to be required to institute, an environmental audit or take
any other steps which would in any such case be reasonably likely to result in
any liability (whether actual or contingent) to improve, modify existing or
install new plant, machinery or equipment or carry out changes in the
processes currently carried out or make good, remediate, repair, re-instate or
clean up any land or other asset currently or previously owned, occupied or
made use of by any past or present member of the Wider Intelligent Ultrasound
Group (or on its behalf) or by any person for which a member of the Wider
Intelligent Ultrasound Group is or has been responsible, or in which any such
member may have or previously have had or be deemed to have had an interest
which is material in the context of the Wider Intelligent Ultrasound Group
taken as a whole or in the context of the Acquisition; or
(f) circumstances exist whereby a person or class of persons
would be likely to have any claim or claims in respect of any product or
process of manufacture or materials used therein currently or previously
manufactured, sold or carried out by any past or present member of the Wider
Intelligent Ultrasound Group which claim or claims would be likely, materially
and adversely, to affect any member of the Wider Intelligent Ultrasound Group
and which is material in the context of the Wider Intelligent Ultrasound Group
taken as a whole or in the context of the Acquisition;
Intellectual Property
3.8 save as Disclosed, Surgical Science not having discovered:
(a) that any circumstance has arisen or event has occurred in
relation to any intellectual property owned or used by any member of the Wider
Intelligent Ultrasound Group which would be reasonably expected to have a
material adverse effect on the Wider Intelligent Ultrasound Group taken as a
whole or is otherwise material in the context of the Acquisition, including:
(i) any member of the Wider Intelligent Ultrasound Group
losing its title to any intellectual property material to its business, or any
intellectual property owned by the Wider Intelligent Ultrasound Group and
material to its business being revoked, cancelled or declared invalid; or
(ii) any agreement regarding the use of any intellectual
property licensed to or by any member of the Wider Intelligent Ultrasound
Group being terminated or varied;
Anti-corruption, economic sanctions, criminal property and money laundering
3.9 save as Disclosed, Surgical Science not having discovered that
(in each case, to an extent that it is material in the context of the Wider
Intelligent Ultrasound Group taken as a whole or in the context of the
Acquisition):
(a) any past or present member, director, officer or employee of
the Wider Intelligent Ultrasound Group is or has at any time engaged in any
activity, practice or conduct which would constitute an offence under the UK
Bribery Act 2010, the U.S. Foreign Corrupt Practices Act of 1977 (so far as is
applicable) or any other applicable anti-corruption or anti-bribery law, rule
or regulation or any other applicable law, rule, or regulation concerning
improper payments or kickbacks;
(b) any asset of any member of the Wider Intelligent Ultrasound
Group constitutes criminal property as defined by section 340(3) of the
Proceeds of Crime Act 2002 (but disregarding paragraph (b) of that definition)
or proceeds of crime under any other applicable law, rule, or regulation
concerning money laundering or proceeds of crime or any member of the Wider
Intelligent Ultrasound Group is found to have engaged in activities
constituting money laundering under any applicable law, rule, or regulation
concerning money laundering;
(c) any past or present member, director, officer or employee of
the Wider Intelligent Ultrasound Group, or any other person for whom any such
person may be liable or responsible, is or has engaged in any conduct which
would violate applicable economic sanctions or dealt with, made any
investments in, made any funds or assets available to or received any funds or
assets from:
(i) any government, entity or individual in respect of which
U.S., United Kingdom or European Union persons, or persons operating in those
territories, are prohibited from engaging in activities or doing business, or
from receiving or making available funds or economic resources, by U.S.,
United Kingdom or European Union laws or regulations, including the economic
sanctions administered by the United States Office of Foreign Assets Control,
or HM Revenue and Customs; or
(ii) any government, entity or individual targeted by any of the
economic sanctions of the United Nations, the United States, the United
Kingdom, the European Union or any of its member states, save that this shall
not apply if and to the extent that it is or would be unenforceable by reason
of breach of any applicable Blocking Law;
(d) any past or present member, director, officer or employee of
the Wider Intelligent Ultrasound Group, or any other person for whom any such
person may be liable or responsible:
(i) has engaged in conduct which would violate any relevant
anti-terrorism laws, rules, or regulations, including but not limited to the
U.S. Anti‑Terrorism Act;
(ii) has engaged in conduct which would violate any relevant
anti-boycott law, rule, or regulation or any applicable export controls,
including but not limited to the Export Administration Regulations
administered and enforced by the U.S. Department of Commerce or the
International Traffic in Arms Regulations administered and enforced by the
U.S. Department of State;
(iii) has engaged in conduct which would violate any relevant
laws, rules, or regulations concerning human rights, including but not limited
to any law, rule, or regulation concerning false imprisonment, torture or
other cruel and unusual punishment, or child labour; or
(iv) is debarred or otherwise rendered ineligible to bid for or to
perform contracts for or with any government, governmental instrumentality, or
international organization or found to have violated any applicable law, rule,
or regulation concerning government contracting or public procurement; or
(e) any member of the Wider Intelligent Ultrasound Group is or
has been engaged in any transaction which would cause any member of the Wider
Surgical Science Group to be in breach of any law or regulation upon its
acquisition of Intelligent Ultrasound, including but not limited to the
economic sanctions of the United States Office of Foreign Assets Control, or
HM Revenue and Customs, or any other relevant government authority.
Part B
Further terms of the Acquisition
1. Subject to the requirements of the Panel and the Takeover Code,
Surgical Science reserves the right in its sole discretion to waive in whole
or in part, all or any of the Conditions set out in Part A of this Appendix 1,
except Conditions 2.1(i), 2.2(i) and 2.3(i), which cannot be waived. The
deadlines set out in Conditions 2.1(ii), 2.2(ii) and 2.3(ii) may be extended
to such later date as may be agreed: (a) in writing by Surgical Science and
Intelligent Ultrasound; or (b) (in a competitive situation) specified by
Surgical Science with the consent of the Panel, and in either case with the
approval of the Court, if such approval is required. If any such deadline is
not met, Surgical Science shall make an announcement by 8.00 a.m. on the
Business Day following such deadline confirming whether it has invoked the
relevant Condition, waived the relevant deadlines or agreed with Intelligent
Ultrasound (or, as the case may be, the Panel) to extend the relevant deadline
in relation to the relevant Condition.
2. Surgical Science shall be under no obligation to waive (if capable of
waiver), to determine to be or remain satisfied or to treat as fulfilled any
of the Conditions in Part A of Appendix 1 above that are capable of waiver by
a date earlier than the latest date for the fulfilment of that Condition
notwithstanding that the other Conditions of the Acquisition may at such
earlier date have been waived or fulfilled and that there are at such earlier
date no circumstances indicating that any of such Conditions may not be
capable of fulfilment.
3. Under Rule 13.5(a) of the Takeover Code and subject to paragraph 4
below, Surgical Science may not invoke a Condition so as to cause the
Acquisition not to proceed, to lapse or to be withdrawn unless the
circumstances which give rise to the right to invoke the Condition are of
material significance to Surgical Science in the context of the Acquisition
with the consent of the Panel. This will be judged by reference to the facts
of each case at the time that the relevant circumstances arise.
4. Conditions 1, 2.1, 2.2, or 2.3 in Part A of Appendix 1 above, and, if
applicable, any acceptance condition if the Acquisition is implemented by
means of a Takeover Offer, are not subject to Rule 13.5(a) of the Takeover
Code. Surgical Science may only invoke a Condition that is subject to Rule
13.5(a) with the consent of the Panel and any Condition that is subject to
Rule 13.5(a) may be waived by Surgical Science.
5. If the Panel requires Surgical Science to make an offer or offers for
Intelligent Ultrasound Shares under the provisions of Rule 9 of the Takeover
Code, Surgical Science may make such alterations to the Conditions as are
necessary to comply with the provisions of that Rule.
6. Surgical Science reserves the right to elect to implement the
Acquisition by way of a Takeover Offer as an alternative to the Scheme,
subject to the Panel's consent (where necessary) and the terms of the
Cooperation Agreement. In such event, the Takeover Offer will be implemented
on the same terms and conditions so far as is applicable (and subject to the
terms of the Cooperation Agreement), as those which would apply to the Scheme
(subject to appropriate amendments), including (without limitation) an
acceptance condition set at 75% of the Intelligent Ultrasound Shares on a
fully diluted basis (or such other percentage as Surgical Science and
Intelligent Ultrasound may agree in accordance with the terms of the
Cooperation Agreement), and, to the extent necessary with the consent of the
Panel, being in any case more than 50% of the voting rights attaching to the
Intelligent Ultrasound Shares (or any amendments required by, or deemed
appropriate by, Surgical Science under applicable law or any amendments
necessary to reflect the Takeover Offer) as those that would apply to the
Scheme. If the Acquisition is effected by way of a Takeover Offer, and such
Takeover Offer becomes or is declared unconditional and sufficient acceptances
are received in respect of the Takeover Offer, Surgical Science intends to
exercise its rights to apply the provisions of the Companies Act so as to
acquire compulsorily the remaining Intelligent Ultrasound Shares in respect of
which the Takeover Offer has not been accepted.
7. Intelligent Ultrasound Shares which will be acquired pursuant to the
Acquisition will be acquired by Surgical Science fully paid and free from all
liens, charges, encumbrances and other third party rights of any nature
whatsoever and together with all rights now or hereafter attaching or accruing
to them as at the Effective Date, including voting rights and the right to
receive and retain all dividends and distributions (if any) declared, made or
paid or any other return of capital or value after the Acquisition becomes
Effective.
8. If, on or after the date of this announcement and prior to the
Acquisition becoming Effective, any dividend and/or other distribution and/or
other return of capital or value is announced, declared, made or paid by
Intelligent Ultrasound or becomes payable by Intelligent Ultrasound in respect
of the Intelligent Ultrasound Shares, Surgical Science reserves the right to
reduce the consideration payable under the terms of the Acquisition for the
Intelligent Ultrasound Shares by an amount up to the aggregate amount of such
dividend and/or distribution and/or other return of capital or value, in which
case any reference in this announcement to the consideration payable under the
terms of the Acquisition will be deemed to be a reference to the consideration
as so reduced. Any exercise by Surgical Science of its rights referred to in
this paragraph shall be the subject of an announcement and, for the avoidance
of doubt, shall not be regarded as constituting any revision or variation of
the terms of the Scheme or the Acquisition. In such circumstances, Intelligent
Ultrasound Shareholders would be entitled to receive and retain any such
dividend, distribution and/or other return of capital or value to which they
are entitled.
9. The availability of the Acquisition to persons not resident in the
United Kingdom may be affected by the laws or regulatory requirements of the
relevant jurisdictions. Persons who are not resident in the United Kingdom
should inform themselves about and observe any applicable requirements.
10. The Acquisition will be governed by the laws of England and Wales and be
subject to the jurisdiction of the English Courts and to the Conditions set
out above and to the full terms to be set out in the Scheme Document. The
Acquisition will be subject to the applicable requirements of the Takeover
Code, the Panel, the London Stock Exchange, the FCA, the AIM Rules and the
Registrar of Companies.
11. Each of the Conditions shall be regarded as a separate Condition and shall
not be limited by reference to any other Condition.
12. The Acquisition will not be made, directly or indirectly, in or into, or
by use of the mails of, or by any means or instrumentality (including, without
limitation, facsimile transmission, telex, telephone, internet or e-mail) of
interstate or foreign commerce of, or of any facility of, any Restricted
Jurisdiction.
Appendix 2
Bases and Sources of Information
In this announcement, unless otherwise stated or the context otherwise
requires, the following sources and bases have been used.
1. Financial information concerning Intelligent Ultrasound has been
extracted from the audited Annual Report and Accounts of Intelligent
Ultrasound for the year ended 31 December 2023 and Intelligent Ultrasound's
unaudited interim results for the six months ended 30 June 2024.
2. Financial information concerning Surgical Science has been extracted
from the audited Annual Report and Accounts of Surgical Science for the year
ended 31 December 2023 and Surgical Science's unaudited interim results for
the six months ended 30 June 2024.
3. Intelligent Ultrasound's fully diluted ordinary share capital of
347,876,045 Intelligent Ultrasound Shares has been calculated as:
3.1 327,189,921 Intelligent Ultrasound Shares in issue on the
Latest Practicable Date; plus
3.2 20,686,124 Intelligent Ultrasound Shares which may be issued
on or after the date of this announcement pursuant to the exercise of
in-the-money options outstanding, at the Acquisition Price, pursuant to the
Intelligent Ultrasound Share Plan as at the Latest Practicable Date.
4. The value attributed to Intelligent Ultrasound's issued and to be
issued share capital of £45.2 million is based on:
4.1 the Acquisition Price of 13 pence in cash for each Intelligent
Ultrasound Share; multiplied by
4.2 Intelligent Ultrasound's fully diluted share capital of
347,876,045 shares.
5. The implied enterprise value of £4.7 million is calculated as:
5.1 the equity value of £42.53 million (being the Acquisition
Price multiplied by the 327,189,921 Intelligent Ultrasound Shares in issue on
the Latest Practicable Date); less
5.2 Intelligent Ultrasound's net cash position of £39.60 million
as reported in its announcement of 27 November 2024; plus
5.3 estimated cash to be used to satisfy awards under the
Intelligent Ultrasound Share Plan of £0.51 million; plus
5.4 estimated cash to be used to fully satisfy the acquisition
bonus obligations of £0.67 million (being £0.59 million, as set out in
paragraph 14 of this announcement, plus £0.08 million employer's national
insurance contributions); plus
5.5 estimated transaction related expenses for Intelligent
Ultrasound of £0.71 million, as provided by Intelligent Ultrasound; less
5.6 certain working capital adjustments amounting to approximately
£0.16 million in aggregate, calculated by an external accountant as part of
Surgical Science's financial due diligence process.
6. The implied enterprise value of £4.7 million, as set out above,
implies a multiple of approximately 0.5 times the Intelligent Ultrasound
revenue figure in respect of its Continuing Business in the 2023 financial
year, of £10.0 million, as set out in paragraph 8 of this Announcement.
7. All prices for Intelligent Ultrasound Shares are the Closing Price
derived from Bloomberg for the relevant date(s).
8. The average prices (including volume-weighted average prices) have been
derived from Bloomberg data and have been rounded to two decimal places in
this document.
9. Exchange rates have been derived from Bloomberg at 18:04 (GMT) on 18
December 2024 and have been rounded to four decimal places.
10. Certain figures included in this announcement have been subject 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.
Appendix 3
Details of Irrevocable Undertakings and Letter of Intent
1. Intelligent Ultrasound Directors and Senior Employees
The following Intelligent Ultrasound Directors have given irrevocable
undertakings to vote (or, where applicable, procure the voting) in favour of
the Scheme at the Court Meeting and the Resolution at the General Meeting (or
in the event that the Acquisition is implemented by way of a Takeover Offer,
to accept, or procure the acceptance of, the Takeover Offer) in respect of
their own beneficial holdings (or those Intelligent Ultrasound Shares over
which they have control) of Intelligent Ultrasound Shares:
Name Total Number of Intelligent Ultrasound Shares Percentage of Existing Issued Ordinary Share Capital
Stuart Gall 1,491,042 0.46
Helen Jones 149,292 0.05
Ingeborg Oie 216,216 0.07
Riccardo Pigliucci 117,648 0.04
Nicholas Avis 407,754 0.12
Total 2,381,952 0.73
These irrevocable undertakings also extend to any Intelligent Ultrasound
Shares acquired by the Intelligent Ultrasound Directors, whether as a result
of the exercise of options or the vesting of awards under the Intelligent
Ultrasound Share Plan or otherwise.
These irrevocable undertakings given by the Intelligent Ultrasound Directors
will continue to be binding in the event that an offer is made competing with
the Acquisition.
The irrevocable undertakings given by Intelligent Ultrasound Directors will
cease to be binding, inter alia:
· if the Scheme Document or Offer Document (as the case may be) has
not been posted within 28 days of the issue of this announcement (or such
later date as the Panel may agree);
· on the date on which the Scheme or Takeover Offer (as the case
may be) is withdrawn or lapses in accordance with its terms;
· if Surgical Science announces, with the consent of the Panel, and
before the Scheme Document is published, that it does not intend to proceed
with the Acquisition and no new, revised or replacement Scheme or Takeover
Offer is announced by Surgical Science in accordance with Rule 2.7 of the
Takeover Code; or
· if any competing offer for the Intelligent Ultrasound Shares is
made which becomes or is declared unconditional (if implemented by way of
takeover offer) or otherwise becomes effective (if implemented by way of a
scheme of arrangement).
2. Intelligent Ultrasound Shareholders
The following Intelligent Ultrasound Shareholders have given irrevocable
undertakings to vote (or, where applicable, procure the voting) in favour of
the Scheme at the Court Meeting and the Resolution at the General Meeting (or
in the event that the Acquisition is implemented by way of a Takeover Offer,
to accept, or procure the acceptance of, the Takeover Offer) in respect of
their own beneficial holdings (or those Intelligent Ultrasound Shares over
which they have control) of Intelligent Ultrasound Shares:
Name Total Number of Intelligent Ultrasound Shares Percentage of Existing Issued Ordinary Share Capital
Parkwalk Advisors Ltd 35,965,600 10.99
IP2IPO Limited* 20,720,813 6.33
IP Venture Fund II (GP) LLP* 19,041,579 5.82
IP2IPO Portfolio (GP) Limited* 28,096,249 8.59
Polar Capital Global Healthcare Trust plc 27,263,236 8.33
Total 131,087,477 40.06
Notes:
* - IP2IPO Limited, IP Venture Fund II (GP) LLP, IP2IPO Portfolio (GP) Limited
form the IP Group.
The irrevocable undertakings given by Intelligent Ultrasound Shareholders
referred to in this paragraph will cease to be binding, inter alia:
· if the Scheme Document or Offer Document (as the case may be) has
not been posted on or before 16 January 2025 (or within such longer period as
Surgical Science and (only in relation to the Scheme Document) Intelligent
Ultrasound, with the consent of the Panel agree), provided that if the
Acquisition was initially being implemented by way of a Scheme, and Surgical
Science elects to exercise its right to implement the Acquisition by way of a
Takeover Offer or vice versa, such time period shall be extended to refer to
within 28 days of the issue of the announcement announcing the change in
structure (or such other date for the posting of the Scheme Document or Offer
Document (as applicable) as the Panel may require);
· on the date on which the Acquisition (whether implemented by way
of a Scheme or Takeover Offer) is withdrawn or lapses in accordance with its
terms, provided that this shall not apply where the Acquisition is withdrawn
or lapses as a result of Surgical Science exercising its right, in accordance
with the Takeover Code, to implement the Acquisition by way of a Takeover
Offer rather than by way of a Scheme or vice versa;
· if the Scheme or the Takeover Offer (as applicable) has not
become Effective, or become or been declared unconditional in all respects (as
the case may be), on or before the Long Stop Date, provided that this shall
not apply where the Scheme or Takeover Offer failing to become effective, or
to become or have been declared unconditional in all respects (as applicable),
is as a result of Surgical Science exercising its right, in accordance with
the Takeover Code, to implement the Acquisition by way of a Takeover Offer
rather than by way of a Scheme or vice versa;
· if Surgical Science announces that it does not intend to proceed
with the Acquisition and no new, revised or replacement Scheme or Takeover
Offer is announced by Surgical Science in accordance with Rule 2.7 of the
Takeover Code at the same time; or
· upon any other offer becoming or being declared unconditional in
all respects or otherwise becoming effective.
The irrevocable undertaking given by Parkwalk Advisors Ltd shall cease to be
binding if a third party announces a firm intention to make an offer for
Intelligent Ultrasound under Rule 2.7 of the Takeover Code (whether by way of
a Takeover Offer or scheme of arrangement) which represents an improvement to
the total Acquisition value or which has materially different terms as to make
the offer more attractive to Parkwalk Advisors Ltd and/or its underlying
investors. The irrevocable undertakings given by IP2IPO Limited, IP Venture
Fund II (GP) LLP, IP2IPO Portfolio (GP) Limited and Polar Capital Global
Healthcare Trust plc shall cease to be binding if a third party announces a
firm intention to make an offer for Intelligent Ultrasound under Rule 2.7 of
the Takeover Code (whether by way of a Takeover Offer or scheme of
arrangement) which represents an increase in total Acquisition value of at
least 5%. The irrevocable undertaking given by Polar Capital Global Healthcare
Trust plc shall also cease to be binding in the event a client for which it
acts as discretionary manager revokes its authority with effect prior to the
completion of the Acquisition, or the offer lapses or is otherwise withdrawn.
In addition, the following Intelligent Ultrasound Shareholder has given a
letter of intent to vote (or, where applicable, procure the voting) in favour
of the Scheme at the Court Meeting and the Resolution at the General Meeting
(or in the event that the Acquisition is implemented by way of a Takeover
Offer, to accept, or procure the acceptance of, the Takeover Offer) in respect
of their own beneficial holdings (or those Intelligent Ultrasound Shares over
which they have control) of Intelligent Ultrasound Shares:
Name Total Number of Intelligent Ultrasound Shares Percentage of Existing Issued Ordinary Share Capital
Amati Global Investors Limited 22,025,000 6.73
Total 22,025,000 6.73
Appendix 4
Definitions
The following definitions apply throughout this document unless the context
otherwise requires:
"Acquisition" the acquisition of the entire issued and to be issued ordinary share capital
of Intelligent Ultrasound by Surgical Science to be implemented by way of the
Scheme or, should Surgical Science so elect (with the consent of the Panel and
subject to the terms of the Cooperation Agreement) by way of the Takeover
Offer, and, where the context admits, any subsequent revision, variation,
extension or renewal thereof
"Acquisition Price" 13 pence in cash per Intelligent Ultrasound Share
"AIM" AIM, the market of that name operated by the London Stock Exchange
"AIM Rules" the AIM Rules for Companies published by the London Stock Exchange
"Blocking Law" means: (i) any provision of Council Regulation (EC) No 2271/1996 of 22
November 1996 (or any law or regulation implementing such Regulation in any
member state of the European Union); or (ii) any provision of Council
Regulation (EC) No 2271/1996 of 22 November 1996, as it forms part of domestic
law of the United Kingdom by virtue of the European Union (Withdrawal) Act
2018
"Bloomberg" Bloomberg L.P., a financial software services, news and data company
"Business Day" a day (other than a Saturday, Sunday, public or bank holiday) on which banks
are generally open for business in London, England
"Cavendish" Cavendish Capital Markets Limited
"Clinical AI Business" the clinical AI business of Intelligent Ultrasound, which was sold to GE
HealthCare on 1 October 2024
"Closing Price" the closing middle market quotation of a share on any particular date
"Combined Group" the Wider Surgical Science Group as enlarged following the Acquisition
becoming Effective
"Companies Act" the Companies Act 2006
"Conditions" the conditions to the Acquisition set out in Part A of Appendix 1 and to be
set out in the Scheme Document
"Confidentiality Agreement" the confidentiality agreement between Surgical Science and Intelligent
Ultrasound dated 21 November 2024, as described in paragraph 12 of this
announcement
"Continuing Business" the Simulation Business (including NeedleTrainer and NeedleTrainer Plus)
"Cooperation Agreement" the cooperation agreement between Surgical Science and Intelligent Ultrasound
dated the date of this announcement, as described in paragraph 12 of this
announcement
"Court" the High Court of Justice of England and Wales
"Court Meeting" the meeting(s) of Intelligent Ultrasound Shareholders to be convened by the
Court pursuant to Part 26 of the Companies Act for the purpose of considering
and, if thought fit, approving the Scheme (with or without amendment approved
or imposed by the Court and agreed to by Surgical Science and Intelligent
Ultrasound) including any adjournment, postponement or reconvention of any
such meeting, notice of which shall be contained in the Scheme Document
"Court Order" the order of the Court sanctioning the Scheme under Part 26 of the Companies
Act
"CREST" the relevant system (as defined in the Regulations) in respect of which
Euroclear UK & International Limited is the operator (as defined in CREST)
"Danske Bank" Danske Bank A/S
"DB Facility" the promissory note, with special terms and conditions attached, between
Surgical Science and Danske Bank, as described in paragraph 11 of this
announcement
"Dealing Disclosure" has the meaning given in Rule 8 of the Takeover Code
"Disclosed" the information which has been fairly disclosed: (i) in writing or orally in
meetings and calls prior to the date of this announcement by or on behalf of
Intelligent Ultrasound to Surgical Science and/or its professional advisors
including (without limitation) via the virtual data room operated on behalf of
Intelligent Ultrasound in respect of the Acquisition or via email; (ii) during
the management presentations by or on behalf of Intelligent Ultrasound to
Surgical Science; (iii) in Intelligent Ultrasound's published annual or half
year report and accounts published prior to the date of this announcement;
(iv) in a public announcement by Intelligent Ultrasound prior to the date of
this announcement by way of any Regulatory Information Service; or (v) in this
announcement
"Effective" or "completion of the Acquisition" means: (i) if the Acquisition is implemented by way of the Scheme, the Scheme
having become effective in accordance with its terms; or (ii) if the
Acquisition is implemented by way of a Takeover Offer, the Takeover Offer
having been declared or become wholly unconditional in accordance with the
requirements of the Takeover Code
"Effective Date" the date on which the Acquisition becomes Effective
"Excluded Shares" any Intelligent Ultrasound Shares (i) registered in the name of, or
beneficially owned by, Surgical Science or any other member of the Wider
Surgical Science Group or their respective nominees or (ii) held in treasury
by Intelligent Ultrasound, in each case at the Scheme Record Time
"FCA" the United Kingdom Financial Conduct Authority or any successor regulatory
authority
"Forms of Proxy" the forms of proxy in connection with the Court Meeting and the General
Meeting respectively, which shall accompany the Scheme Document
"General Meeting" the general meeting of Intelligent Ultrasound Shareholders (including any
adjournment or postponement thereof) to be convened for the purpose of
considering and, if thought fit, approving the Resolution, notice of which
shall be contained in the Scheme Document
"Great Britain" England, Scotland, Wales and the Isle of Man and the Island of Gibraltar
"Intelligent Ultrasound" Intelligent Ultrasound Group plc, a company incorporated under the laws of
England and Wales, with registered number 09028611
"Intelligent Ultrasound Articles" the articles of association of Intelligent Ultrasound from time to time
"Intelligent Ultrasound Board" the board of directors of Intelligent Ultrasound
"Intelligent Ultrasound Directors" the directors of Intelligent Ultrasound as at the date of this announcement
"Intelligent Ultrasound Group" Intelligent Ultrasound and its subsidiary undertakings and associated
undertakings
"Intelligent Ultrasound Share Plan" the Intelligent Ultrasound EMI Share Option Scheme (approved by the
Intelligent Ultrasound Board and Intelligent Ultrasound Shareholders on 14
August 2014 and amended by resolution of the Intelligent Ultrasound
Shareholders on 27 August 2019 and on 6 February 2020)
"Intelligent Ultrasound Shareholders" the holders of Intelligent Ultrasound Shares from time to time
"Intelligent Ultrasound Shares" the ordinary shares of 1 penny each in the capital of Intelligent Ultrasound,
each being an "Intelligent Ultrasound Share"
"Latest Practicable Date" 18 December 2024, being the last Business Day prior to the date of this
announcement
"London Stock Exchange" London Stock Exchange plc
"Long Stop Date" 30 June 2025, or such later date, if any, (a) as Surgical Science and
Intelligent Ultrasound may agree, or (b) (in a competitive situation) as may
be specified by Surgical Science with the consent of the Panel, and in each
case that (if so required) the Court may allow
"Market Abuse Regulation" Regulation (EU) No 596/2014, as it forms part of domestic law of Sweden and of
the United Kingdom by virtue of the European Union (Withdrawal) Act 2018, as
amended from time to time
"Offer Document" should the Acquisition be implemented by means of a Takeover Offer, the
document to be sent to Intelligent Ultrasound Shareholders which will contain,
amongst other things, the terms and conditions of the Takeover Offer
"Opening Position Disclosure" an announcement containing details of interests or short positions in, or
rights to subscribe for, any relevant securities of a party to an offer if the
person concerned has such a position, as defined in Rule 8 of the Takeover
Code
"Overseas Shareholders" Intelligent Ultrasound Shareholders who are resident in, ordinarily resident
in, or citizens of, jurisdictions outside the United Kingdom
"Panel" the United Kingdom Panel on Takeovers and Mergers
"Pareto" Pareto Securities AB
"Post Completion Review" has the meaning given in paragraph 9 of this announcement
"Registrar of Companies" the Registrar of Companies of England and Wales
"Regulatory Information Service" a primary information provider (as defined in the FCA's Handbook of Rules and
Guidance)
"Relevant Pension Plan" has the meaning given in paragraph 3.5(l) of Appendix 1
"Resolution" the resolution to be proposed at the General Meeting in connection with the
implementation of the Acquisition, including to make certain amendments to the
Intelligent Ultrasound Articles
"Restricted Jurisdiction" any jurisdiction where local laws or regulations may result in a significant
risk of civil, regulatory or criminal exposure if information concerning the
Acquisition is sent or made available to Intelligent Ultrasound Shareholders
in that jurisdiction
"Sanction Hearing" the hearing of the Court at which Intelligent Ultrasound will seek the Court
Order
"Scheme" or "Scheme of Arrangement" the proposed scheme of arrangement under Part 26 of the Companies Act between
Surgical Science and Intelligent Ultrasound Shareholders to implement the
Acquisition to be set out in the Scheme Document, with or subject to any
modification, addition or condition approved or imposed by the Court and
agreed to by Surgical Science and Intelligent Ultrasound
"Scheme Document" the document to be sent to (amongst others) Intelligent Ultrasound
Shareholders containing, inter alia, the full terms and conditions of the
Scheme and details of the Acquisition and convening the General Meeting and
Court Meeting, including (as the context requires) any supplemental circular
or document to be published in connection with such circular
"Scheme Record Time" the time and date to be specified as such in the Scheme Document, expected to
be 6.00 p.m. on the Business Day immediately preceding the Effective Date, or
such other time as Surgical Science and Intelligent Ultrasound may agree
"Scheme Shares" (i) the Intelligent Ultrasound Shares in issue at the date of the Scheme;
(ii) any Intelligent Ultrasound Shares issued after the date of the Scheme and
before the Voting Record Time; and
(iii) any Intelligent Ultrasound Shares issued at or after the Voting Record
Time and before the Scheme Record Time on terms that the holder thereof shall
be bound by the Scheme, or in respect of which the original or any subsequent
holders thereof shall have agreed in writing to be bound by the Scheme,
and in each case (where the context requires) remaining in issue at the Scheme
Record Time, but excluding any Excluded Shares
"Simulation Business" the Simulation Business of Intelligent Ultrasound
"Strand Hanson" Strand Hanson Limited
"Surgical Science" Surgical Science Sweden AB, a company incorporated under the laws of Sweden,
with registered number 556544‐8783
"Surgical Science Group" Surgical Science and its subsidiary undertakings and associated undertakings
"Takeover Code" the City Code on Takeovers and Mergers
"Takeover Offer" if the Acquisition is implemented by way of a takeover offer (as that term is
defined in section 974 of the Companies Act), the offer to be made by or on
behalf of Surgical Science, or an associated undertaking thereof, to acquire
the entire issued and to be issued ordinary share capital of Intelligent
Ultrasound including, where the context admits, any subsequent revision,
variation, extension or renewal of such offer
"Third Party" has the meaning given in paragraph 3.1 of Appendix 1
"UK" or "United Kingdom" the United Kingdom of Great Britain and Northern Ireland
"U.S." or "United States" the United States of America, its territories and possessions, any state of
the United States of America and the District of Columbia
"U.S. Exchange Act" the U.S. Securities Exchange Act of 1934 (as amended)
"Voting Record Time" the time and date to be specified in the Scheme Document by reference to which
entitlement to vote at the Court Meeting will be determined, expected to be
6.00 p.m. on the day two Business Days prior to the Court Meeting or any
adjournment thereof (as the case may be)
"Wider Intelligent Ultrasound Group" Intelligent Ultrasound and its subsidiary undertakings, associated
undertakings and any other undertakings in which Intelligent Ultrasound or
such undertakings (aggregating their interests) have a significant interest
(in each case, from time to time) but excluding the Wider Intelligent
Ultrasound Group
"Wider Surgical Science Group" Surgical Science and its subsidiary undertakings, associated undertakings and
any other undertaking in which Surgical Science or such undertakings
(aggregating their interests) have a significant interest (in each case, from
time to time) but excluding the Wider Surgical Science Group
All references to GBP, pence, Sterling, Pounds, Pounds Sterling, p or £ are
to the lawful currency of the United Kingdom. All references to SEK, Krona or
Swedish Krona are to the lawful currency of Sweden.
The terms "subsidiary undertakings" and "undertakings" have the meanings given
by the Companies Act. The term "associated undertakings" has the meaning given
by paragraph 19 of Schedule 6 to the Large and Medium-sized Companies and
Groups (Accounts and Reports) Regulations 2008, other than paragraph 19(1)(b)
of Schedule 6 to those regulations which shall be excluded for this purpose.
The term "significant interest" means a direct or indirect interest in 20% or
more of the total voting rights conferred by the equity share capital (as
defined in section 548 of the Companies Act).
All references to statutory provision or law or to any order or regulation
shall be construed as a reference to that provision, law, order or regulation
as extended, modified, amended, replaced or re-enacted from time to time and
all statutory instruments, regulations and orders from time to time made
thereunder or deriving validity therefrom.
All the times referred to in this announcement are London times unless
otherwise stated.
References to the singular include the plural and vice versa.
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