REG - Spectris PLC Oxford Instruments - Offer Talks Terminated

Oxford InstrumentsAnnouncement

07/03/2022 07:00

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RNS Number : 7797D  Spectris PLC  07 March 2022

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 IS AN ANNOUNCEMENT FALLING UNDER RULE 2.8 OF THE CITY CODE ON TAKEOVERS
AND MERGERS (THE "CODE")

 

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

 

FOR IMMEDIATE RELEASE

 

 7 March 2022

 

 Spectris plc

 

Termination of discussions between Spectris plc and Oxford Instruments plc

Whilst the Board of Spectris plc ("Spectris") continues to believe there is a
compelling strategic and financial rationale for a combination of Spectris and
Oxford Instruments plc ("Oxford Instruments"), the advent of war in Ukraine,
with its deplorable events, has created significant uncertainty in global
economic conditions. Since there is no certainty as to when the situation will
be resolved, and market conditions will improve, the Board has concluded that
the proposed combination is no longer in shareholders' best interests at the
current time. Therefore, discussions regarding the possible offer by Spectris
for the entire issued and to be issued share capital of Oxford Instruments
have been terminated.

In accordance with the Code, Spectris has confirmed to Oxford Instruments it
has no intention of proceeding to make a firm offer for Oxford Instruments and
consequently is bound by the restrictions under Rule 2.8 of the Code, save in
the circumstances set out below.

Andrew Heath, Chief Executive of Spectris, commented:

"Oxford Instruments is a quality company and the strategic and financial
rationale for a combination of our businesses is highly compelling. However,
with the invasion of Ukraine, the world has changed since our proposed offer
was made regarding a combination of our businesses, bringing a high degree of
uncertainty to the economic outlook around the world. While we believe this
combination is a great opportunity for both companies, the timing is no longer
right and we have brought our discussions to a close. The appalling events in
Ukraine are extremely distressing. Though we have no businesses in Ukraine, we
are doing everything we can to help colleagues whose families are impacted and
support the relief effort for the people of Ukraine."

Important Takeover Code (the "Code") notes

This is a statement to which Rule 2.8 of the Code applies.

Under Note 2 on Rule 2.8 of the Code, Spectris reserves the right to announce
an offer or possible offer or make or participate in an offer or possible
offer for Oxford Instruments or to take any other action which would otherwise
be restricted under Rule 2.8 of the Code within six months following the date
of this announcement in the following circumstances:

a.   with the agreement of the board of Oxford Instruments;

b.   if a third party announces a firm intention to make an offer for Oxford
Instruments;

c.   if Oxford Instruments announces a Rule 9 waiver (see Note 1 of the
Notes on Dispensations from Rule 9) or a reverse takeover (as defined in the
Code); or

d.   if the Panel on Takeovers and Mergers determines that there has been a
material change of circumstances.

Publication on a website

In accordance with Rule 26.1 of the Code, a copy of this announcement will be
available at www.Spectris.com (http://www.Spectris.com) . The content of the
website referred to in this announcement is not incorporated into and does not
form part of this announcement.

The person responsible for arranging for the release of this announcement on
behalf of Spectris is Mark Serföző.

Enquiries

Spectris plc

Siobhán Andrews, Head of Corporate Affairs

+44 20 4551 4549 / +44 7920 230093

Rothschild & Co, Lead Financial Adviser

Ravi Gupta / Alistair Allen

+44 20 7280 5000

Jefferies International Limited, Financial Adviser and Corporate Broker

Tony White / Paul Bundred / Marc Potel

+44 20 7029 8000

Tulchan Communications, PR Adviser

Martin Robinson / Mark Burgess

+44 20 7353 4200

Important notice related to financial adviser

N.M. Rothschild & Sons Limited ("Rothschild & Co"), which is
authorised and regulated by the Financial Conduct Authority in the United
Kingdom, is acting exclusively for Spectris plc and for no one else in
connection with the subject matter of this announcement and will not be
responsible to anyone other than Spectris plc for providing the protections
afforded to its clients or for providing advice in connection with the subject
matter of this announcement.

Jefferies International Limited ("Jefferies"), which is authorised and
regulated by the FCA in the United Kingdom, is acting as financial adviser and
corporate broker exclusively for Spectris and no one else in connection with
the Possible Offer and will not be responsible to anyone other than Spectris
for providing the protections afforded to clients of Jefferies nor for
providing advice in relation to the Possible Offer or any other matters
referred to in this announcement. Neither Jefferies 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 Jefferies in connection with this announcement,
any statement contained herein, the Possible Offer or otherwise.

Additional Information

This announcement is not intended to, and does not, constitute or form part of
any offer, invitation or the solicitation of an offer to purchase, otherwise
acquire, subscribe for, sell or otherwise dispose of, any securities, or the
solicitation of any vote or approval in any jurisdiction, pursuant to this
announcement or otherwise.  The distribution of this announcement in
jurisdictions other than the United Kingdom may be affected by the laws of
relevant jurisdictions.

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