REG - Spectris PLC Advent International - Response to Media Speculation

SpectrisAnnouncement

Mon 12:45

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RNS Number : 0397M  Spectris PLC  09 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.

 

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.

 

FOR IMMEDIATE RELEASE

 

9 June 2025

 

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

 

Response to Media Speculation

 

Following recent press speculation, the Board of Spectris (the "Board")
confirms that it received a conditional proposal (the "Proposal") from Advent
International Limited, acting in its capacity as adviser to Advent
International, L.P., the manager of and / or adviser to certain private equity
funds ("Advent"), regarding a possible cash offer for the entire issued and to
be issued ordinary share capital of Spectris of £37.63 per Spectris share
(the "Offer Value").

 

The Offer Value includes cash of £37.35 (the "Cash Consideration") plus a
proposed interim dividend of £0.28 per Spectris share, to be paid (subject to
the approval of the Board) as part of Spectris' ordinary course FY2025
dividend calendar (the "Permitted Dividend").

 

The Proposal is subject to satisfaction or waiver of a number of customary
pre-conditions, including completion of satisfactory due diligence and
agreement of definitive transaction documentation.

 

The Proposal follows a number of earlier approaches from Advent to the Board
regarding a possible all cash offer for Spectris.

 

The Board has carefully considered the Proposal together with its advisers and
concluded that the Proposal is at a value that the Board would be minded to
recommend unanimously to Spectris shareholders, should a firm intention to
make an offer pursuant to Rule 2.7 of the Code be announced on such financial
terms, subject to the satisfactory resolution and agreement of the other terms
of the offer and definitive transaction documentation. Accordingly, the Board
is in discussions with Advent in relation to these terms and has provided
access to confirmatory due diligence.

 

In accordance with Rule 2.6(a) of the Code, Advent is required, by not later
than 5.00 p.m. on 7 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.

 

This announcement is being made with the approval of Advent.

 

For the purposes of Rule 2.5 of the Code, Advent reserves the right to:

 

(i)    waive, in its absolute discretion, in whole or in part, any or all
of the pre-conditions to the Proposal;

(ii)    reduce the Offer Value by the amount of any dividend or other
distribution (other than the Permitted Dividend) to Spectris' shareholders
which is paid or becomes payable by Spectris after the date of this
announcement;

(iii)   vary the form of consideration described in this announcement and/or
introduce other forms of consideration; or

(iv)   make an offer at any time at a lower value or on less favourable
terms than the Offer Value: (a) with the agreement or recommendation of the
Board of Spectris; (b) if a third party announces a possible or firm intention
to make an offer for Spectris pursuant to Rule 2.7 of the Code, on less
favourable terms than the Offer Value; or (c) following the announcement by
Spectris of a Rule 9 waiver transaction pursuant to Appendix 1 of the Code or
a reverse takeover (as defined in the Code).

 

There can be no certainty that an offer will be made.

 

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

 

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

(Financial Adviser to Advent)

Anthony Zammit

Shirav Patel

Stuart Wright

 

Headland

(PR Adviser to Advent)

Susanna Voyle
 
+44 79 8089 4557

Matt
Denham
+44 75 5182 5496

Stephanie Ellis
 
+44 73 1136 9804

 

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 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.

 

Morgan Stanley & Co. International plc ("Morgan Stanley"), which is
authorised by the Prudential Regulation Authority ("PRA") and regulated by the
Financial Conduct Authority and the PRA in the United Kingdom, is acting
exclusively as financial adviser to Advent and no one else in connection with
the possible offer and will not be responsible to anyone other than Advent for
providing the protections afforded to clients of Morgan Stanley nor for
providing advice in relation to the possible offer 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.

 

Rule 2.4(c)(iii) Disclosure

 

Advent confirms that it is not aware of any dealings in Spectris shares that
would require it to offer a minimum level, or particular form, of
consideration under Rule 6 or Rule 11 of the Code. However, prior to this
announcement it has not been practicable for Advent to make enquiries of all
persons acting in concert with it to determine whether any dealings in
Spectris shares by such persons give rise to a requirement under Rule 6 or
Rule 11 of the Code for Advent, if it were to make an offer, to offer any
minimum level, or particular form, of consideration. Any such details shall be
announced as soon as practicable and in any event by no later than the
deadline for Advent Opening Position Disclosure.

 

Rule 2.9 Information

 

In accordance with Rule 2.9 of the Code, Spectris confirms that as at 6 June
2025, being the last business day prior to this announcement it had in issue
104,446,214 ordinary shares of 5 pence, each carrying one vote. The Company
holds 5,214,319 shares in treasury. The total number of voting rights in the
Company is therefore 99,231,895.

 

The International Securities Identification Number for Spectris' 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 and Advent's website at
https://www.adventinternational.com/company-offer/ 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.

 

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