REG - Advent International Spectris PLC - Offer Update

SpectrisAnnouncement

01/08/2025 15:30

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RNS Number : 6945T  Advent International L.P.  01 August 2025

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 SUCH JURISDICTION

 

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

FOR IMMEDIATE RELEASE

1 August 2025

RECOMMENDED CASH ACQUISITION

of

Spectris plc ("Spectris")

by

MI Metron UK Bidco Ltd ("Bidco")

an indirect subsidiary of funds managed and/or advised by Advent
International, L.P. ("Advent")

to be effected by means of a Scheme of Arrangement

under Part 26 of the Companies Act 2006

ACQUISITIONS OF SPECTRIS SHARES

On 1 August 2025, the boards of Bidco and Spectris announced that they had
reached agreement on the terms of a recommended increased cash offer at an
offer value of £41.00 per Spectris Share, comprising £40.72 in cash and an
interim dividend of 28 pence per Spectris Share (subject to approval by the
Spectris Directors), to be effected by means of a Court-sanctioned scheme of
arrangement under Part 26 of the Companies Act 2006 (the "Increased Advent
Offer").

Bidco has today agreed to acquire a total of 7,488,834 Spectris Shares,
representing approximately 7.54 per cent. of the issued share capital of
Spectris as at the date of this announcement at a price per Spectris Share of
£40.72.

Morgan Stanley is acting on behalf of Bidco and is seeking to purchase shares
on its behalf at the Increased Cash Consideration of £40.72 per Spectris
Share, subject to certain regulatory considerations. Eligible Spectris
shareholders who are interested in selling their shares to Bidco should
contact the Morgan Stanley team on +44 20 7677 8261 or via
Edin.Alic@morganstanley.com. Retail investors should contact their brokers who
will be able to trade with Morgan Stanley directly on their behalf.

Enquiries

 Bidco

 Morgan Stanley & Co. International plc                                                                                        +44 20 7425 8000

 (Lead Financial Adviser to Advent and Bidco)
 Anthony Zammit

 Shirav Patel

 Karsten Hofacker

 Melissa Godoy

 Stuart Wright

 Damyan Dimitrov

 PJT Partners (UK) Limited                                                                                                     +44 20 3650 1100
 (Financial Adviser to Advent and Bidco)
 Gwen Billon
 Jonathan Hall
 Orlando Knauss                                                                                                                +1 212 364 7800

 Headland Consultancy

 (PR Adviser to Advent and Bidco)

 Susanna                                                                                                                       +44 79 8089 4557
 Voyle

                                                                                                                             +44 75 5182 5496
 Matt Denham

                                                                                                                             +44 79 4649 4568
 Charlie Twigg

Cleary Gottlieb Steen & Hamilton LLP (M&A) and Weil, Gotshal &
Manges (London) LLP (debt and equity financing and antitrust) are acting as
legal advisers to Advent and Bidco. Freshfields LLP is acting as legal adviser
to CPP Investments.

Important notices relating to financial advisers

Morgan Stanley & Co. International plc ("Morgan Stanley"), which is
authorised by the PRA and regulated by the FCA and the PRA in the United
Kingdom, is acting exclusively as financial adviser to Advent and Bidco and no
one else in connection with the Acquisition and will not be responsible to
anyone other than Advent or Bidco for providing the protections afforded to
clients of Morgan Stanley nor for providing advice in relation to the
Acquisition or any other matters referred to in this announcement. Neither
Morgan Stanley 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
Morgan Stanley in connection with this announcement or any statement contained
herein or otherwise.

PJT Partners (UK) Limited ("PJT Partners"), which is authorised and regulated
by the FCA in the United Kingdom, is acting exclusively as financial advisor
to Advent and Bidco and no-one else in connection with the Acquisition and
will not be responsible to anyone other than Advent and Bidco for providing
the protections afforded to clients of PJT Partners nor for providing advice
in relation to the Acquisition or any matter referred to herein. Neither PJT
Partners nor any of its subsidiaries, branches or affiliates nor any of their
respective directors, officers, employees, agents or representatives 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 PJT Partners in connection with this
announcement, the Acquisition, any statement contained herein or otherwise.

Further information

This announcement is for information purposes only and is not intended to, and
does not, constitute or form part of any offer, solicitation or invitation to
purchase, otherwise acquire, subscribe for, exchange, 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, purchase issuance or transfer of securities of Spectris in any
jurisdiction in contravention of applicable law. The Acquisition will be
implemented solely through the Scheme Document (and the accompanying Forms of
Proxy), which will contain the full terms and conditions of the Acquisition,
including details of how to vote in respect of the Acquisition. Any decision
in respect of the Acquisition should be made only on the basis of the
information in the Scheme Document.

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

This announcement has been prepared for the purpose of complying with English
law and the Code and the information disclosed may not be the same as that
which would have been disclosed if this announcement had been prepared in
accordance with the laws of jurisdictions outside England and Wales.

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 FSMA 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 whole or in
part, directly or indirectly, in, into or from jurisdictions other than the UK
and the availability of the Acquisition to Spectris Shareholders who are not
resident in the UK may be restricted by law and therefore any persons who are
not resident in the UK or who are subject to the laws of any jurisdiction
other than the UK (including Restricted Jurisdictions) should inform
themselves about, and observe, any applicable legal or regulatory
requirements. In particular, the ability of persons who are not resident in
the UK or who are subject to the laws of another jurisdiction to participate
in the Acquisition or to vote their Spectris Shares in respect of the Scheme
at the Court Meeting, or to execute and deliver Forms of Proxy appointing
another to vote at the Court Meeting on their behalf, may be affected by the
laws of the relevant jurisdictions in which they are located or to which they
are subject. Any failure to comply with applicable legal or regulatory
requirements of any jurisdiction may constitute a violation of securities laws
or regulations in that jurisdiction. To the fullest extent permitted by
applicable law and regulation, the companies and persons involved in the
Acquisition disclaim any responsibility or liability for the violation of such
restrictions by any person.

Unless otherwise determined by Bidco or required by the Code, and permitted by
applicable law and regulation, the Acquisition shall not be made available,
directly or indirectly, in, into or from a Restricted Jurisdiction where to do
so would violate the laws in that jurisdiction and no person may vote in
favour of the Acquisition by any such use, means, instrumentality or form
within a Restricted Jurisdiction or any other jurisdiction if to do so would
constitute a violation of the laws of that jurisdiction.

The Acquisition will be subject to the applicable requirements of English law,
the Code, the Panel, the London Stock Exchange and the FCA.

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 or any jurisdiction where to do so would constitute a violation
of the laws or regulations of such jurisdiction and persons receiving such
documents (including custodians, nominees and trustees) must not mail or
otherwise forward, distribute or send them in or into or from any Restricted
Jurisdiction. Doing so may render invalid any related purported vote in
respect of acceptance of the Acquisition.

Further details in relation to Spectris Shareholders in overseas jurisdictions
will be contained in the Scheme Document.

Additional information for U.S. investors

U.S. Spectris Shareholders should note that the Acquisition relates to an
offer for the shares of a UK company and is being made by means of a scheme of
arrangement provided for under English company law. The Acquisition is
therefore not subject to the tender offer rules or the proxy solicitation
rules under the U.S. Exchange Act, as amended. Accordingly, the Acquisition is
subject to the requirements and practices applicable to a scheme of
arrangement involving a target company in the UK listed on the London Stock
Exchange, which differ from the requirements of the U.S. tender offer and
proxy solicitation rules.

The financial information with respect to Spectris included in this
announcement and to be included the Scheme Document has been or will have been
prepared in accordance with 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
U.S.

It may be difficult for U.S. Spectris Shareholders to enforce their rights and
any claims they may have arising under the U.S. federal securities laws in
connection with the Acquisition, since Spectris and Bidco are each located in
a country other than the United States, and some or all of their respective
officers and directors may be residents of countries other than the United
States. U.S. Spectris Shareholders may not be able to sue Spectris or Bidco,
or their respective officers or directors in a non-U.S. court for violations
of the U.S. securities laws. Further, it may be difficult to compel Spectris
or Bidco and their respective affiliates to subject themselves to the
jurisdiction or judgment of a U.S. court for violations of the U.S. securities
laws.

The receipt of Increased Cash Consideration pursuant to the Scheme by U.S.
Spectris Shareholders as consideration for the transfer of its Spectris Shares
pursuant to the Scheme may be a taxable transaction for U.S. federal income
tax purposes and under applicable U.S. state and local, as well as foreign and
other, tax laws. Each Spectris Shareholder (including U.S. Spectris
Shareholders) is urged to consult their independent professional adviser
immediately regarding the tax consequences of the Acquisition applicable to
them.

Neither the SEC nor any U.S. state securities commission has approved,
disproved or passed judgment upon the fairness or the merits of the
Acquisition or determined if this announcement is adequate, accurate or
complete. Any representation to the contrary is a criminal offence in the U.S.

Morgan Stanley, Goldman Sachs, BofA Securities and Barclays (and/or certain of
their affiliates) will continue to act as exempt principal traders in Spectris
shares on the London Stock Exchange.

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 Spectris contain statements which are, or
may be deemed to be, "forward-looking statements". All statements, other than
statements of historical fact 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 assumptions, expectations,
valuations, targets, estimates, forecasts and projections of Bidco and
Spectris about future events, and are therefore subject to risks and
uncertainties which could cause actual results, performance or events to
differ materially from those 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 the
Bidco Group, the Spectris Group and the Enlarged Group, the expected timing
and scope of the Acquisition and other statements other than historical facts.
Often, but not always, forward-looking statements can be identified by the use
of forward-looking words such as "plans", "prepares", "expects" or "does not
expect", "is expected to", "is subject to", "budget", "targets", "aims",
"scheduled", "estimates", "forecast", "intends", "anticipates", "seeks",
"prospects", "potential", "possible", "assume" or "believes", or variations of
such words and phrases or statements that certain actions, events or results
"may", "could", "should", "would", "might" or "will" be taken, occur or be
achieved. Although Bidco and Spectris believe that the expectations reflected
in such forward-looking statement are reasonable, Bidco and Spectris can give
no assurance that such expectations will prove to be correct. By their nature,
forward-looking statements involve risks (known and unknown) and uncertainties
(and other factors that are in many cases beyond the control of Bidco and/or
Spectris) because they relate to events and depend on circumstances that may
or may not occur in the future.

There are a number of factors that could affect the future operations of the
Bidco Group, the Spectris Group and/or the Enlarged Group and that could cause
actual results and developments to differ materially from those expressed or
implied by such forward-looking statements. These factors include the
satisfaction (or, where permitted, waiver) of the Conditions, as well as
additional factors, such as: domestic and global business and economic
conditions; asset prices; market‑related risks such as fluctuations in
interest rates and exchange rates, industry trends, competition, changes in
the behaviour of other market participants, changes in government and
regulation, changes in the policies and actions of governments and/or
regulatory authorities (including changes related to capital, tax and
tariffs), changes in political and economic stability (including exposures to
terrorist activities, the UK's exit from the European Union, Eurozone
instability, the Russia-Ukraine conflict, the ongoing conflict in the Middle
East, disruption in business operations due to reorganisation activities,
interest rate, inflation, deflation and currency fluctuations), the timing
impact and other uncertainties of future or planned acquisitions or disposals
or offers, the inability of the Enlarged Group to realise successfully any
anticipated benefits or savings when the Acquisition is implemented (including
changes to the board and/or employee composition of the Enlarged Group), the
inability of the Bidco Group to integrate successfully the Spectris Group's
operations and programmes when the Acquisition is implemented, the Enlarged
Group incurring and/or experiencing unanticipated costs and/or delays
(including IT system failures, cyber-crime, fraud and pension scheme
liabilities), or difficulties relating to the Acquisition when the Acquisition
is implemented. Other unknown or unpredictable factors could affect future
operations and/or cause actual results to differ materially from those in the
forward-looking statements. Such forward-looking statements should therefore
be construed in the light of such factors.

Each forward-looking statement speaks only as of the date of this
announcement. Neither the Bidco Group nor the Spectris Group, nor any of their
respective associates or directors, officers or advisers, provides any
representation, warranty, assurance or guarantee that the occurrence of the
events expressed or implied in any forward-looking statements in this
announcement will actually occur. Forward-looking statements involve inherent
risks and uncertainties. All forward-looking statements contained in this
announcement are expressly qualified in their entirety by the cautionary
statements contained or referred to in this section. Readers are cautioned not
to place undue reliance on these forward-looking statements. Other than in
accordance with their legal or regulatory obligations (including under the
Code, the UK Market Abuse Regulation and the DTRs), neither the Bidco Group
nor the Spectris Group is under or undertakes any obligation, and each of the
foregoing expressly disclaims any intention or obligation, to update or revise
any forward-looking statements, whether as a result of new information, future
events or otherwise.

Disclosure requirements of the Code

Under Rule 8.3(a) of the Code, any person who is interested in 1 per cent. or
more of any class of relevant securities of an offeree company or of any
securities exchange offeror (being any offeror other than an offeror in
respect of which it has been announced that its offer is, or is likely to be,
solely in cash) must make an Opening Position Disclosure following the
commencement of the Offer Period and, if later, following the announcement in
which any securities exchange offeror is first identified. An Opening Position
Disclosure must contain details of the person's interests and short positions
in, and rights to subscribe for, any relevant securities of each of (i) the
offeree company and (ii) any securities exchange offeror(s). An Opening
Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no
later than 3.30 pm (London time) on the 10th Business Day following the
commencement of the Offer Period and, if appropriate, by no later than 3.30 pm
(London time) on the 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 Code, any person who is, or becomes, interested in 1
per cent. or more of any class of relevant securities of the offeree company
or of any securities exchange offeror must make a Dealing Disclosure if the
person deals in any relevant securities of the offeree company or of any
securities exchange offeror. A Dealing Disclosure must contain details of the
dealing concerned and of the person's interests and short positions in, and
rights to subscribe for, any relevant securities of each of (i) the offeree
company and (ii) any securities exchange offeror(s), save to the extent that
these details have previously been disclosed under Rule 8. A Dealing
Disclosure by a person to whom Rule 8.3(b) applies must be made by no later
than 3.30 pm (London time) on the Business Day following the date of the
relevant dealing.

If two or more persons act together pursuant to an agreement or understanding,
whether formal or informal, to acquire or control an interest in relevant
securities of an offeree company or a securities exchange offeror, they will
be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by
any offeror and Dealing Disclosures must also be made by the offeree company,
by any offeror and by any persons acting in concert with any of them (see
Rules 8.1, 8.2 and 8.4).

Details of the offeree and offeror companies in respect of whose relevant
securities Opening Position Disclosures and Dealing Disclosures must be made
can be found in the Disclosure Table on the Panel's website at
www.thetakeoverpanel.org.uk, (https://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.

Electronic communications

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

Publication on a website and availability of hard copies

This announcement and the documents required to be published pursuant to Rule
26 of the Code will be available, subject to certain restrictions relating to
persons resident in Restricted Jurisdictions, on Bidco's website at
https://www.adventinternational.com/company-offer/
(https://www.adventinternational.com/company-offer/) and on Spectris' website
at www.spectris.com
(file:///C:/Users/fhe/AppData/Local/Microsoft/Windows/INetCache/Content.Outlook/6G4JIN8B/www.spectris.com)
by no later than 12 noon (London time) on the Business Day following the
publication of this announcement. Neither the content of the websites referred
to in this announcement nor the content of any website accessible from
hyperlinks in this announcement is incorporated into, or forms part of, this
announcement.

Spectris Shareholders, persons with information rights and participants in the
Spectris Share Plans may, subject to applicable securities laws, request a
hard copy of this announcement (and any information incorporated into it by
reference to another source) by contacting Spectris' registrars, Equiniti,
between 8.30 a.m. to 5.30 p.m. (London time) Monday to Friday (excluding
public holidays in England and Wales) on 0371 384 2030 within the United
Kingdom or on +44 121 415 7047 from overseas, or by submitting a request in
writing to Equiniti Limited, Aspect House, Spencer Road, Lancing, West Sussex,
BN99 6DA, United Kingdom, with an address to which the hard copy may be sent.
Calls are charged at the standard geographic rate and will vary by provider.
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. Spectris Shareholders may, subject to applicable
securities laws, also request that all future documents, announcements and
information to be sent in relation to the Acquisition should be in hard copy
form.

 

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