REG - Osirium Technologies SailPoint Tech, Inc. - De-listing and cancellation of trading of Shares

Osirium TechnologiesAnnouncement

31/10/2023 08:15

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RNS Number : 7771R  Osirium Technologies PLC  31 October 2023

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE
A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION

 

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

 

 

31 October 2023

 

RECOMMENDED CASH ACQUISITION

of

Osirium Technologies plc ("Osirium")

by

 

SailPoint Technologies UK Ltd ("Bidco")

(a wholly-owned indirect subsidiary of SailPoint Parent, L.P.)

to be effected by means of a Scheme of Arrangement under Part 26 of the
Companies Act 2006

De-listing and cancellation of trading of Osirium Shares

 

Further to the announcement made by Osirium on 30 October 2023 that the
Court-sanctioned scheme of arrangement under Part 26 of the Companies Act 2006
in relation to the recommended cash acquisition by Bidco of the entire issued
and to be issued share capital of Osirium (the "Scheme") has now become
Effective in accordance with its terms, Osirium announces that, following an
application to the London Stock Exchange, the admission to trading on AIM of
Osirium Shares has been cancelled with effect from 7.00 a.m. today, 31 October
2023.

 

Capitalised terms used and not defined in this announcement have the meanings
given to them in the circular in relation to the Scheme sent to the Osirium
Shareholders on and dated 18 September 2023 (the "Scheme Document").

 

All references in this announcement to times are to times in London, unless
otherwise stated.

 

Enquiries

 

 SailPoint and Bidco

 c/o Cavendish

 Cavendish Capital Markets Limited                                        +44 20 7220 0500

 (Financial Adviser to SailPoint and Bidco)

 Henrik Persson

 Fergus Sullivan

 Osirium Technologies plc

 c/o Allenby

 Allenby Capital Limited                                                  +44 20 3328 5656

 (Nominated Adviser, Financial Adviser and Corporate Broker to Osirium)

 James Reeve/George Payne (Corporate Finance)

 Tony Quirke/Stefano Aquilino (Sales and Corporate Broking)

 Alma PR (Financial PR adviser to Osirium)                                +44 20 3405 0205

 Hilary Buchanan

 Kieran Breheny

 Will Ellis Hancock

 

Kirkland & Ellis International LLP is acting as legal adviser to Bidco and
SailPoint.

 

Blake Morgan LLP is acting as legal adviser to Osirium.

Further information

 

Cavendish Capital Markets Limited ("Cavendish"), which is authorised and
regulated in the United Kingdom by the FCA, is acting as financial adviser to
SailPoint and Bidco and no one else in connection with the matters described
in this announcement and will not be responsible to anyone other than
SailPoint and Bidco for providing the protections offered to clients of
Cavendish or for providing advice in connection with any matter referred to in
this announcement. Neither Cavendish nor any of its affiliates (nor their
respective directors, officers, employees or agents) 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 this announcement, any statement
contained herein, the Offer or otherwise. No representation or warranty,
express or implied, is made by Cavendish as to the contents of this
announcement.

 

Allenby Capital Limited ("Allenby"), which is authorised and regulated in the
United Kingdom by the FCA, is acting exclusively for Osirium and for no one
else in connection with matters set out in this announcement. Allenby will not
regard any other person as its client in relation to the matters referred to
in this announcement and will not be responsible to anyone other than Osirium
for providing the protections afforded to clients of Allenby, or for providing
advice in relation to the Acquisition, the contents of this announcement or
any other matters referred to in this announcement. Neither Allenby 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 Allenby in
connection with the matters referred to in this announcement, or otherwise. No
representation or warranty, express or implied, is made by Allenby as to the
contents of this announcement.

 

This announcement is for information purposes only and is not intended to, and
does not, constitute, or form part of, an offer, invitation or the
solicitation of an offer to purchase, otherwise acquire, subscribe for, sell
or otherwise dispose of, any securities or the solicitation of any vote or
approval in any jurisdiction pursuant to the Acquisition or otherwise, nor
shall there be any sale, issuance or transfer of securities of Osirium in any
jurisdiction in contravention of applicable law. The Acquisition will be
implemented solely pursuant to the terms of the Scheme Document (or, if the
Acquisition is implemented by way of an Offer, the offer document), which will
contain the full terms and conditions of the Acquisition, including details of
how to vote in respect of the Acquisition. Any vote in respect of the Scheme
or other response in relation to the Acquisition should be made only on the
basis of the information contained in the Scheme Document (or, if the
Acquisition is implemented by way of an Offer, the offer document).

 

This announcement does not constitute a prospectus, prospectus equivalent
document or exempted document.

 

If you are in any doubt about the contents of this announcement or the action
you should take, you are recommended to seek your own independent financial
advice immediately from your stockbroker, bank manager, solicitor, accountant
or independent financial adviser duly authorised under the Financial Services
and Markets Act 2000 (as amended) if you are resident in the United Kingdom
or, if not, from another appropriately authorised independent financial
adviser.

 

Overseas Shareholders

 

The release, publication or distribution of this announcement in or into
jurisdictions other than the UK may be restricted by law and therefore any
persons who are subject to the law of any jurisdiction other than the UK
should inform themselves of, and observe, any applicable legal or regulatory
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
England.

 

The availability of the Acquisition to Osirium Shareholders who are not
resident in and citizens of the UK may be affected by the laws of the relevant
jurisdictions in which they are located or of which they are citizens. Persons
who are not resident in the UK should inform themselves of, and observe, any
applicable legal or regulatory requirements of their jurisdictions. In
particular, the ability of persons who are not resident in the United Kingdom
to vote their Osirium 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.

 

Unless otherwise determined by Bidco 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 it 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 an Offer (unless otherwise permitted by applicable law and regulation), the
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 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.

 

Notice to U.S. Osirium 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 the laws of England and
Wales. 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 UK to schemes of arrangement which differ from the disclosure
requirements of the U.S. tender offer and proxy solicitation rules. The
financial information included in this announcement has been prepared in
accordance with generally accepted accounting principles of the United Kingdom
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, Bidco exercises its right to implement the Acquisition by
way of an Offer, which is to be made into the United States, such Offer will
be made in compliance with the applicable U.S. laws and regulations.

 

It may be difficult for U.S. holders of Osirium Shares to enforce their rights
and any claim arising out of the U.S. federal laws, since Bidco and Osirium
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. U.S. holders of Osirium
Shares may not be able to sue a non-U.S. company or its officers or directors
in a non-U.S. court for violations of the U.S. securities laws. Further, it
may be difficult to compel a non-U.S. company and its affiliates to subject
themselves to a U.S. court's judgement.

 

In accordance with normal UK practice and pursuant to Rule 14e-5(b) of the
U.S. Exchange Act, SailPoint, Thoma Bravo or their nominees, or their brokers
(acting as agents), may from time to time make certain purchases of, or
arrangements to purchase, Osirium Shares outside of the U.S., other than
pursuant to the Acquisition, until the date on which the Acquisition becomes
Effective, lapses or is otherwise withdrawn. Also, in accordance with Rule
14e-5(b) of the U.S. Exchange Act, Cavendish will continue to act as an exempt
principal trader in Osirium shares on the London Stock Exchange. These
purchases may occur either in the open market at prevailing prices or in
private transactions at negotiated prices. Any information about such
purchases will be disclosed as required in the United Kingdom, will be
reported to a Regulatory Information Service and will be available on the
London Stock Exchange website, www.londonstockexchange.com.

 

U.S. Osirium Shareholders also should 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. Osirium Shareholders are
urged to consult with legal, tax and financial advisers in connection with
making a decision regarding this transaction.

 

Forward Looking Statements

 

This announcement (including information incorporated by reference in this
announcement), oral statements made regarding the Acquisition, and other
information published by Bidco and Osirium contain statements which are, or
may be deemed to be, "forward-looking statements". Forward-looking statements
are prospective in nature and are not based on historical facts, but rather on
current expectations and projections of the management of Bidco and Osirium
about future events, and are therefore subject to risks and uncertainties
which could cause actual results to differ materially from the future results
expressed or implied by the forward-looking statements.

 

The forward-looking statements contained in this announcement include
statements relating to the expected effects of the Acquisition on Bidco and
Osirium (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 Bidco's,
Osirium's, any member of the SailPoint Group's or any member of the Osirium
Group's operations and potential synergies resulting from the Acquisition; and
(iii) the effects of global economic conditions and governmental regulation on
Bidco's, Osirium's, any member of the SailPoint Group's or any member of the
Osirium Group's business.

 

Although Bidco and Osirium believe that the expectations reflected in such
forward-looking statements are reasonable, Bidco and Osirium 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 regulatory and 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 Bidco and
Osirium 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 Bidco and
Osirium 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 Bidco nor Osirium, 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 Osirium Group, there may be additional
changes to the Osirium 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.

 

Other than in accordance with their legal or regulatory obligations, neither
Bidco nor Osirium is under any obligation, and Bidco and Osirium expressly
disclaim any intention or obligation, to update or revise any forward-looking
statements, whether as a result of new information, future events or
otherwise.

 

 

Publication on a website

 

In accordance with Rule 26.1 of the Takeover Code, a copy of this announcement
will be made available, subject to certain restrictions relating to persons
resident in Restricted Jurisdictions, on Osirium's website at www.osirium.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 this website
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 Osirium for the current or future financial years would necessarily
match or exceed the historical published earnings or earnings per share for
Osirium.

 

Requesting hard copy documents

 

In accordance with Rule 30.3 of the Takeover Code, Osirium Shareholders,
persons with information rights, participants in the Osirium EMI Plan and
Osirium Convertible Loan Noteholders may request a hard copy of this
announcement, free of charge, by contacting Allenby on +44 (0) 20 3328 5656.
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 Osirium Shareholders, persons with information rights
and other relevant persons for the receipt of communications from Osirium may
be provided to Bidco 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

 

If the Acquisition is effected by way of an Offer, and such an Offer becomes
or is declared unconditional in all respects and sufficient acceptances are
received, Bidco intends to exercise its rights to apply the provisions of
Chapter 3 of Part 28 of the 2006 Act so as to acquire compulsorily the
remaining Osirium Shares in respect of which the Offer has not been accepted.

 

Investors should be aware that Bidco may purchase Osirium Shares otherwise
than under any Offer or the Scheme, including pursuant to privately negotiated
purchases.

 

Disclaimer

 

The information contained herein does not constitute an offer to sell, nor a
solicitation of an offer to buy, any security, and may not be used or relied
upon in connection with any offer or solicitation. Any offer or solicitation
in respect of SailPoint will be made only through a confidential private
placement memorandum and related documents which will be furnished to
qualified investors on a confidential basis in accordance with applicable laws
and regulations. The information contained herein is not for publication or
distribution to persons in the U.S. Any securities referred to herein have not
been and will not be registered under the U.S. Securities Act of 1933, as
amended, and may not be offered or sold without registration thereunder or
pursuant to an available exemption therefrom. Any offering of securities to be
made in the U.S. would have to be made by means of an offering document that
would be obtainable from the issuer or its agents and would contain detailed
information about the issuer of the securities and its management, as well as
financial information. The securities may not be offered or sold in the U.S.
absent registration or an exemption from registration.

 

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