REG - Spectris PLC Kohlberg Kravis R. Advent International - Response to Media Speculation

SpectrisAnnouncement

Yesterday 18:15

For best results when printing this announcement, please click on link below:
https://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20250613:nRSM8708Ma&default-theme=true

RNS Number : 8708M  Spectris PLC  13 June 2025

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART 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 2.4 OF THE CITY CODE ON TAKEOVERS
AND MERGERS (THE "CODE") AND DOES NOT CONSTITUTE A FIRM INTENTION TO MAKE AN
OFFER UNDER RULE 2.7 OF THE CODE. THERE CAN BE NO CERTAINTY THAT AN OFFER WILL
BE MADE NOR AS TO THE TERMS.

 

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.

 

FOR IMMEDIATE RELEASE

 

13 June 2025

 

Possible offers for Spectris plc ("Spectris" or the "Company")

 

Response to Media Speculation

 

The Board of Spectris (the "Board") notes the media speculation regarding a
possible offer for Spectris by KKR.

 

The Board confirms that it received a preliminary and conditional proposal
from Kohlberg Kravis Roberts & Co. L.P., acting as an advisor to its
affiliated investment funds and separately managed accounts ("KKR") regarding
a possible cash offer for the entire issued and to be issued ordinary share
capital of Spectris on 5 June 2025 (the "KKR Proposal"). The Board rejected
the KKR Proposal. The KKR Proposal follows an earlier proposal from KKR to the
Board.

 

No further proposal from KKR has been received. Under the Code, KKR has
requested access to equivalent due diligence information as provided by
Spectris to Advent International Limited ("Advent"). KKR is reviewing this
information.

 

In accordance with Rule 2.6(a) of the Code, KKR is required, by not later than
5.00 p.m. on 11 July 2025, either to announce a firm intention to make an
offer for Spectris in accordance with Rule 2.7 of the Code or announce that it
does not intend to make an offer, in which case the announcement will be
treated as a statement to which Rule 2.8 of the Code applies. This deadline
can be extended with the consent of the Takeover Panel in accordance with Rule
2.6(c) of the Code.

 

There can be no certainty that any offer will be made by KKR or as to the
terms of any such offer.

 

Further to the announcement on 9 June 2025, Spectris remains in discussions
with Advent regarding a possible cash offer for Spectris by Advent at an offer
value of £37.63 per Spectris share.

 

For the purposes of Rule 2.5(a) of the Code, this announcement is being made
by Spectris without the prior agreement or approval of KKR or Advent.

 

The person responsible for arranging for the release of this announcement on
behalf of Spectris is Rebecca Dunn, Spectris Head of Corporate Affairs.

 

 

Enquiries

 

Teneo
+44 20 7353 4200

(PR Adviser to Spectris)

Martin Robinson / Giles Kernick

 

Goldman Sachs International
                          +44 20 7774 1000

(Joint Financial Adviser to Spectris)

Anthony Gutman

Nick Harper

Harry Webster

Cara Pazdon

 

Rothschild &
Co
+44 20 7280 5000

(Joint Financial Adviser to Spectris)

Ravi Gupta

Alistair Allen

Sabina Pennings

Warren Power

 

Further information

 

This announcement is not intended to, and does not, constitute or form part of
any offer, invitation or solicitation of any 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, whether pursuant to
this announcement or otherwise. The release, publication or distribution of
this announcement in whole or in part, directly or indirectly, in, into or
from certain jurisdictions may be restricted by law and therefore persons in
such jurisdictions should inform themselves about and observe such
restrictions. Any failure to comply with the restrictions may constitute a
violation of the securities law of any such jurisdiction.

 

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
from Advent or KKR in connection with the matters referred to herein will be
in compliance with applicable US laws and regulations, including Section 14(e)
of the United States Securities Exchange Act of 1934, as amended from time to
time (the "US Exchange Act") and Regulation 14E thereunder, subject to any
available exemptive relief. The information contained herein is not for
publication or distribution to persons in the United States of America. Any
securities referred to herein have not been and will not be registered under
the U.S Exchange Act and may not be offered or sold without registration
thereunder or pursuant to an available exemption therefrom.

 

Goldman Sachs International ("Goldman Sachs"), which is authorised by the
Prudential Regulation Authority and regulated by the Financial Conduct
Authority and the Prudential Regulation Authority in the United Kingdom, is
acting exclusively for Spectris and no one else in connection with the matters
referred to in this announcement and will not be responsible to anyone other
than Spectris for providing the protections afforded to clients of Goldman
Sachs International, or for providing advice in relation to the matters
referred to in this announcement.

 

N.M. Rothschild & Sons Limited ("Rothschild & Co"), which is
authorised and regulated by the FCA in the United Kingdom, is acting
exclusively as financial adviser to Spectris and for no one else in connection
with the matters referred to in this announcement and will not be responsible
to anyone other than Spectris for providing the protections afforded to
clients of Rothschild & Co, nor for providing advice in relation to the
matters referred to in this announcement. Neither Rothschild & Co 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 Rothschild & Co in
connection with this announcement, any statement contained in this
announcement, the Proposal or otherwise. No representation or warranty,
express or implied, is made by Rothschild & Co as to the contents of this
announcement.

 

The International Securities Identification Number for Spectris's ordinary
shares is GB0003308607.

 

Publication on Website and Hard Copies

 

A copy of this announcement and the documents required to be published by Rule
26 of the Code will be made available, subject to certain restrictions
relating to persons resident in restricted jurisdictions, on the Company's
website at www.spectris.com by no later than 12 noon (London time) on the
business day following the date of this announcement. For the avoidance of
doubt, the content of the websites referred to in this announcement is not
incorporated into and does not form part of this announcement.

 

Dealing Disclosure Requirements

 

Under Rule 8.3(a) of the Code, any person who is interested (directly or
indirectly) 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) 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
(directly or indirectly) 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 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 offeror company and by
any offeree and Dealing Disclosures must also be made by the offeror company,
by any offeree and by any persons acting in concert with any of them (see
Rules 8.1, 8.2 and 8.4).

 

Details of the offeror and offeree 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 Takeover 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.

 

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  RSPUOABRVAUNAAR