REG - Kohlberg Kravis R. Spectris PLC - Update on Bidco's Financing Arrangement

SpectrisAnnouncement

10/09/2025 07:00

For best results when printing this announcement, please click on link below:
https://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20250910:nRSJ6741Ya&default-theme=true

RNS Number : 6741Y  Kohlberg Kravis Roberts & Co LP  10 September 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

FOR IMMEDIATE RELEASE

10 September 2025

 RECOMMENDED CASH ACQUISITION

 of

 SPECTRIS PLC ("Spectris")

 by

 PROJECT AURORA BIDCO LIMITED ("Bidco")

 (a special purpose vehicle indirectly wholly-owned by investment funds and
 vehicles advised or sponsored by Kohlberg Kravis Roberts & Co. L.P. and
 its affiliates)

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

UPDATE ON BIDCO'S FINANCING ARRANGEMENT

On 2 July 2025, the boards of Spectris and Bidco, a special purpose vehicle
indirectly wholly owned by investment funds and vehicles advised or sponsored
by KKR, announced that they had reached agreement on the terms of a
recommended cash offer by Bidco for the entire issued and to be issued share
capital of Spectris (the "Acquisition").

On 5 August 2025, the boards of Spectris and Bidco announced that they had
reached agreement on the terms of a recommended increased cash offer pursuant
to which Spectris Shareholders will be entitled to receive an offer value of
£41.75 per Spectris Share, comprising £41.47 in cash and an interim dividend
of 28 pence per Spectris Share, for the entire issued and to be issued share
capital of Spectris (the "Increased Cash Offer").

The Acquisition is being implemented by means of a court-sanctioned scheme of
arrangement under Part 26 of the Companies Act 2006 (the "Scheme") and is
subject to the terms and conditions set out in the circular in relation to the
Scheme sent to Spectris Shareholders dated 29 July 2025 (the "Scheme
Document"), as amended by the terms of the Increased Cash Offer.

Capitalised terms used in this announcement shall, unless otherwise defined,
have the meanings set out in the Scheme Document.

On 2 July 2025, Bidco, as borrower, entered into an interim facilities
agreement with, amongst others, Crédit Agricole Corporate and Investment
Bank, JPMorgan Chase Bank, N.A., London Branch, KKR Corporate Lending (UK) LLC
and Jefferies Finance LLC as original interim lenders (the "Original Interim
Lenders"), Wilmington Trust (London) Limited as interim facility agent (the
"Interim Facility Agent") and interim security agent (the "Original Interim
Facilities Agreement"). Under the terms of the Original Interim Facilities
Agreement, the Interim Lenders agreed to make available to Bidco an interim
term facility denominated in sterling equal to £1,500,000,000 (the "Interim
Term Facility") and an interim revolving facility denominated in sterling
equal to £250,000,000 (the "Interim Revolving Facility" and, together with
the Interim Term Facility, the "Interim Facilities").

Bidco announces that, on 5 September 2025, Bidco, as borrower and, amongst
others, BNP Paribas S.A., Commerzbank Aktiengesellschaft, NatWest Markets
N.V., Landesbank Hessen-Thüringen Girozentrale and Intesa Sanpaolo S.p.A.,
London Branch (the "New Interim Lenders"), the Original Interim Lenders and
the Interim Facility Agent entered into an amendment and restatement agreement
in respect of the Original Interim Facilities Agreement (the "Interim
Facilities Agreement Amendment and Restatement Agreement") under which,
amongst other matters, the New Interim Lenders acceded to the Interim
Facilities as interim lenders in respect of the Interim Term Facility and the
Interim Revolving Facility and the Original Interim Revolving Facility was
increased to £300,000,000 (the Original Interim Facilities Agreement, as
amended and restated by the Interim Facilities Agreement Amendment and
Restatement Agreement, the "Amended and Restated Interim Facilities
Agreement").

Copies of the Amended and Restated Interim Facilities Agreement and related
documentation will be available on Bidco's website at
www.documentdisplay.com/offer-for-spectris-plc/.

Enquiries

 Bidco
 J.P. Morgan Cazenove                        +44 20 3493 8000

 (Sole Financial Adviser to KKR and Bidco)

 Richard Walsh

Dwayne Lysaght

Jonty Edwards

Stuart Jempson

 FGS Global                                  +44 20 7251 3801

 (PR Adviser to KKR and Bidco)

 Faeth Birch

Alastair Elwen

Oli Sherwood

IMPORTANT NOTICES

Important notices relating to financial advisers

J.P. Morgan Securities plc, which conducts its UK investment banking business
as J.P. Morgan Cazenove ("J.P. Morgan Cazenove") and which is authorised in
the United Kingdom by the PRA and regulated in the United Kingdom by the PRA
and the FCA, is acting as financial advisor exclusively for KKR and Bidco 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 KKR and Bidco for providing the protections
afforded to clients of J.P. Morgan Cazenove or its affiliates, nor for
providing advice in relation to the Acquisition or any other matter or
arrangement referred to herein.

No person has been authorised to give any information or make any
representations other than those contained in this announcement and, if given
or made, such information or representations must not be relied upon as having
been authorised by Spectris, the Spectris Directors, Bidco, the Bidco
Directors or by J.P. Morgan Cazenove or any other person involved in the
Acquisition. Neither the publication of this announcement nor holding the
Meetings, the Sanction Hearing, or filing the Court Order shall, under any
circumstances, create any implication that there has been no change in the
affairs of the Spectris Group or the Bidco Group since the date of this
announcement or that the information in, or incorporated into, this
announcement is correct as at any time subsequent to its date.

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 pursuant to the terms of the Scheme
Document (or, if the Acquisition is implemented by way of a Takeover Offer,
the offer document) as adjusted in accordance with the terms set out in the
increased offer announcement which, together with the Forms of Proxy, 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 any
decision in respect of, or other response to, the Acquisition should be made
only on the basis of the information in the Scheme Document (or, if the
Acquisition is implemented by way of a Takeover Offer, the offer 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 person 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, the Scheme Document 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. If the Acquisition is
implemented by way of Takeover Offer (unless otherwise permitted by applicable
law or regulation), the Takeover Offer may not be made, directly or
indirectly, in or into, from, or by use of the mails or any other means or
instrumentality (including, without limitation, facsimile, email or other
electronic transmission, telex or telephone) or interstate or foreign commerce
of, or any facility of a national, state or other securities exchange of any
Restricted Jurisdiction and the Takeover Offer will not be capable of
acceptance by any such use, means, instrumentality or facilities or from
within any Restricted Jurisdiction.

Additional information for 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. If, in the future, Bidco exercises its right to
implement the Acquisition by way of a Takeover Offer and determines to extend
the Takeover Offer into the U.S., the Acquisition will be made in compliance
with applicable U.S. tender offer rules and regulations.

The financial information with respect to Spectris included in this
announcement has been or will have been prepared in accordance with IFRS and
thus may not be comparable to financial information of 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 the 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.

In accordance with normal United Kingdom practice and pursuant to Rule
14e-5(b) of the U.S. Exchange Act, Bidco, certain of its affiliated companies
and their nominees or brokers (acting as agents), may from time to time make
certain purchases of, or arrangements to purchase, shares or other securities
of Spectris 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. Also, in accordance with Rule 14e-5(b) of the U.S.
Exchange Act, J.P. Morgan Cazenove (and/or certain of its affiliates) will
continue to act as exempt principal traders in Spectris shares on the London
Stock Exchange. If such purchases or arrangements to purchase were to be made,
they would occur either in the open market at prevailing prices or in private
transactions at negotiated prices and would comply with applicable law,
including the U.S. Exchange Act. Any information about such purchases or
arrangements to purchase will be disclosed as required in the UK, will be
reported to a Regulatory Information Service and will be available on the
London Stock Exchange website at www.londonstockexchange.com.

J.P. Morgan Cazenove (and/or certain of their affiliates) will continue to act
as exempt principal traders in Spectris shares on the London Stock Exchange.

No profit forecasts or estimates or quantified financial benefits statements

Each of the Spectris Profit Forecasts is a profit forecast for the purposes of
Rule 28 of the Code. Each of the Spectris Profit Forecasts, and the
assumptions and basis of preparation on which each such Spectris Profit
Forecast is based, as well as the relevant Spectris Directors' confirmation,
in each case, as required by Rule 28.1 of the Code, are set out in Part VI of
the Scheme Document.

Nothing in this announcement is intended, or is to be construed, as a profit
forecast, profit estimate or quantified financial benefits statement for any
period and no statement in this announcement should be interpreted to mean
that earnings or earnings per share for Bidco or Spectris for the current or
future financial years, will necessarily match or exceed the historical
published earnings or earnings per share for Bidco or Spectris, as
appropriate.

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 p.m. (London time) on the 10th Business Day following the
commencement of the Offer Period and, if appropriate, by no later than 3.30
p.m. (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 p.m. (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, 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
www.documentdisplay.com/offer-for-spectris-plc/, 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 +44 (0)371 384 2586, 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.

Rounding

Certain figures included in this announcement have been subjected to rounding
adjustments. Accordingly, figures shown for the same category presented in
different tables may vary slightly and figures shown as totals in certain
tables may not be an arithmetic aggregation of the figures that precede them.

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
rns@lseg.com (mailto:rns@lseg.com)
 or visit
www.rns.com (http://www.rns.com/)
.

RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
Privacy Policy (https://www.lseg.com/privacy-and-cookie-policy)
.   END  OUPUPUPGBUPAGMB