REG - Advent International Spectris PLC - Recommended cash acquisition of Spectris plc
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RNS Number : 9342N Advent International L.P. 23 June 2025
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THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
FOR IMMEDIATE RELEASE
23 June 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
Summary
· The boards of Bidco and Spectris are pleased to announce that they have
reached agreement on the terms of a recommended cash acquisition by Bidco of
the entire issued and to be issued share capital of Spectris (the
"Acquisition").
· Under the terms of the Acquisition, each Spectris Shareholder will be entitled
to receive:
for each Spectris Share: £ 37.63 in cash (the "Offer Value")
comprising, for each Spectris Share held:
o £37.35 in cash from Bidco (the "Cash Consideration"); and
o an interim dividend of 28 pence to be paid (subject to approval by the
Spectris Directors) by Spectris in the ordinary course of its FY25 dividend
calendar (the "Permitted Dividend").
· Under the terms of the Acquisition, Bidco has also agreed that each Spectris
Shareholder will be entitled to receive the FY24 Final Dividend without any
consequential reduction to the Cash Consideration payable in respect of each
Spectris Share.
· The Offer Value represents an attractive premium of approximately:
· 84.6 per cent. to the Closing Price of £20.38 per Spectris Share on 6 June
2025 (being the last Business Day prior to the commencement of the Offer
Period);
· 82.9 per cent. to the volume-weighted average price in the one month to 6 June
2025 of £20.58; and
· 74.6 per cent. to the volume-weighted average price in the three months to 6
June 2025 of £21.55.
· The Offer Value values the entire issued and to be issued share capital of
Spectris at approximately £3.8 billion and implies an enterprise value of
approximately £4.4 billion. It represents a multiple of 18.5x Spectris'
Adjusted EBITDA, and 21.8x Spectris' Adjusted EBIT, for the year ended 31
December 2024.
· Other than the Permitted Dividend and the FY24 Final Dividend, if any
dividend, distribution or other return of value is announced, declared, made
or paid, or becomes payable, in respect of Spectris Shares on or after the
date of this Announcement and before the Effective Date, Bidco reserves the
right to reduce the Cash Consideration payable in respect of each Spectris
Share by the amount of all or part of any such dividend, distribution or other
return of value. If Bidco exercises this right, Spectris Shareholders will be
entitled to receive and retain any such dividend, distribution or other return
of value.
· The Acquisition is expected to be effected by means of a Court-sanctioned
scheme of arrangement between Spectris and Scheme Shareholders under Part 26
of the Companies Act, although Bidco reserves the right to effect the
Acquisition by way of a Takeover Offer.
Background to and reasons for the Acquisition
· Spectris is a high-quality precision measurement, instrumentation and testing
company focusing on two high-performance divisions, each of which provides and
develops distinct, market-leading technologies and solutions.
· Advent has long admired Spectris and has been particularly impressed by the
Spectris management team's repositioning of the business since 2018 through a
combination of portfolio rationalisation and targeted investment in priority
areas. This has led to a more focused and higher quality global business, and
Bidco believes that Spectris is now well-placed to capitalise on future growth
opportunities in its core end markets.
· Advent is a sophisticated and responsible global financial investor with
significant deployable capital and a clear focus on partnering with management
teams to foster innovation in businesses with excellent growth potential.
· Advent has operated in the UK since 1989 and has a long track record of
investment in UK headquartered businesses, having invested £5.5bn in the UK
since beginning operations here. Advent's approach to its business portfolio
is to be a responsible steward, with a focus on driving growth, value and
ultimately creating world-class companies that support the UK economy.
· Advent has deep experience of investing in high technology businesses within
the industrial and engineering sectors in the UK, including in the context of
public-to-private transactions such as its successful acquisitions of Cobham,
Ultra Electronics and Laird. Through its long commitment to the UK, in
particular, Advent has demonstrated a clear track record of long-term
successful and responsible stewardship of UK assets and is enthusiastic about
its continued commitment to supporting the development of world-class global
businesses such as Spectris both in the UK and in the other markets in which
they operate, and creating sustainable value for all stakeholders.
· Advent's recent investments demonstrate the value it provides to the companies
and management teams with which it partners. Advent's portfolio company Ultra
- a leading defence and security business - has significantly invested in its
UK R&D capabilities under Advent's ownership. This has included investing
£30m in a new Cyber Security Centre for Excellence in Maidenhead and the
creation of approximately 200 new jobs across Ultra's UK businesses. Ultra's
innovations also support key UK Government objectives, with innovations
including new anti-submarine sonobuoys provided to the Ministry of Defence and
other international partners.
· Bidco believes that the Acquisition presents an exciting opportunity for
Spectris to build on its successful progress in recent years and to further
develop the quality of its customer offering. In particular, Bidco considers
that access to the additional capital, long term investment approach and
industry expertise of Advent under its private ownership would allow Spectris
further opportunity and flexibility to accelerate investment in its key areas
for growth (including through organic investment, R&D and M&A) while
continuing its robust focus on maintaining a strong and coherent global
business portfolio.
Spectris Recommendation
· The Spectris Directors, who have been so advised by Goldman Sachs, Rothschild
& Co, and BofA Securities as to the financial terms of the Acquisition,
consider the terms of the Acquisition to be fair and reasonable. In providing
their advice to the Spectris Directors, Goldman Sachs, Rothschild & Co,
and BofA Securities have taken into account the commercial assessments of the
Spectris Directors. BofA Securities is providing independent financial advice
to the Spectris Directors for the purposes of Rule 3 of the Code.
· Accordingly, the Spectris Directors intend to unanimously recommend that
Spectris Shareholders vote in favour of the Scheme at the Court Meeting and
the Resolutions to be proposed at the General Meeting, as the Spectris
Directors who hold Spectris Shares have irrevocably undertaken to do in
respect of their own beneficial holdings of Spectris Shares (and those of
their spouse, minor children and/or related trusts (if applicable)), amounting
in aggregate to 223,189 Spectris Shares representing approximately 0.22 per
cent. of the issued share capital of Spectris as at the Last Practicable Date.
Further details of these irrevocable undertakings are set out in Appendix 3 to
this Announcement.
Information on Bidco and Advent
Bidco
· Bidco is a private company limited by shares registered in England and Wales
and incorporated on 9 June 2025 with company number 16506150. Bidco was formed
for the purposes of the Acquisition and will be indirectly owned by Advent and
certain other minority equity investors.
· Bidco has not traded since its date of incorporation, nor has it entered into
any obligations other than in connection with the Acquisition.
Advent
· Advent is a leading global private equity investor committed to working in
partnership with management teams, entrepreneurs, and founders to help
transform businesses. With 16 offices across five continents, Advent oversees
more than USD $91 billion in assets under management and has made 430
investments across 44 countries.
· Since its founding in 1984, Advent has developed specialist market expertise
across its five core sectors: business & financial services, consumer,
healthcare, industrial, and technology. This approach is bolstered by its deep
sub-sector knowledge, which informs every aspect of its investment strategy,
from sourcing opportunities to working in partnership with management to
execute value creation plans. Advent brings hands-on operational expertise to
enhance and accelerate businesses.
· Through its long commitment to the UK, in particular, Advent has demonstrated
a clear track record of long-term successful and responsible stewardship of UK
assets and is enthusiastic about its continued commitment to supporting the
development of world-class businesses. Its extensive global footprint and
operational improvements experience make it a strong owner with the capability
to drive change built to last, and achieve sustained growth.
· In addition, as one of the largest privately-owned partnerships, its 660+
colleagues leverage the full ecosystem of Advent's global resources, including
its Portfolio Support Group, insights provided by industry expert Operating
Partners and Operations Advisors, as well as bespoke tools to support and
guide its portfolio companies as they seek to achieve their strategic goals.
Information on Spectris
· Spectris combines leading technical expertise and deep domain knowledge to
provide its customers with critical insights through high quality precision
measurement solutions that enable them to solve some of their greatest
challenges, making the world cleaner, healthier, and more productive.
· Spectris is well positioned to compete across its customer offering and
employs c.7,400 people located in more than 30 countries, all united behind
its purpose to deliver significant value for all its stakeholders. Spectris is
headquartered in London and focuses on two strong divisions, with a global
network of c.2,200 sales and service employees and best in class manufacturing
facilities and labs.
· Spectris operates through two divisions:
· Spectris Scientific: a global leader in advanced material measurement and
characterisation, operating in attractive end markets, such as pharmaceutical,
semiconductor, primary and advanced materials and advanced research. Spectris
Scientific comprises Malvern Panalytical, Particle Measuring Systems and
Servomex. Through these three companies, Spectris Scientific provides leading
scientific instruments and services, measuring particles down to the nano
scale, helping customers better understand and shape everything from proteins,
metals and polymers to controlling aseptic manufacturing.
· Spectris Dynamics: a global leader in advanced integrated virtual and physical
testing, and high precision sensing solutions through its business,
HBK. Spectris Dynamics is strategically placed, offering broad solutions,
with the ability to integrate both the physical and virtual worlds of test and
measurement. Spectris Dynamics supports some of the world's leading
automotive, machine manufacturing, aerospace, electronics and advanced
research customers.
· For the financial year ended 31 December 2024, Spectris reported sales of
£1,299 million, EBITDA of £239 million, and adjusted operating profit of
£203 million. Spectris completed the acquisition of three high-quality,
complementary businesses during 2024 (SciAps Incorporated, Micromeritics
Instrument Corporation, and Piezocryst Advanced Sensorics), delivering
material synergies. Micromeritics and SciAps will be integrated into Malvern
Panalytical in Spectris Scientific, while Piezocryst will be integrated into
Spectris Dynamics. Spectris also completed the disposal of Red Lion Controls
in April 2024.
· As at 6 June 2025, being the last Business Day prior to the commencement of
the Offer Period, Spectris' market capitalisation was £2.1 billion. Spectris
Shares are publicly listed on the London Stock Exchange under the symbol SXS.L
For more information, visit www.spectris.com (http://www.spectris.com) .
Timetable and Conditions
· It is intended that the Acquisition will be implemented by way of a
Court-sanctioned scheme of arrangement under Part 26 of the Companies Act
(although Bidco reserves the right to effect the Acquisition by way of a
Takeover Offer, subject to the consent of the Panel and the terms of the
Co-operation Agreement).
· The Acquisition will be put to Spectris Shareholders at the Court Meeting and
at the General Meeting. Completion of the Acquisition will be conditional,
among other things, on the following matters:
· the approval of the Scheme by a majority in number of the Scheme Shareholders
present and voting at the Court Meeting, either in person or by proxy,
representing at least 75 per cent. in value of the Scheme Shares voted by
those Scheme Shareholders;
· the passing of a special resolution implementing the Scheme by Spectris
Shareholders representing at least 75 per cent. of votes cast at the General
Meeting; and
· the Scheme being sanctioned by the Court (without modification, or with
modification on the terms agreed by Bidco and Spectris) and an office copy of
the Court Order being delivered to the Registrar of Companies.
· The Scheme must become effective by no later than 11.59 p.m. on the Long Stop
Date.
· The Acquisition is also subject to the other terms and Conditions set out in
Appendix 1 to this Announcement including the receipt of certain antitrust
approvals including in the EU, US and China and certain foreign investment
approvals including in the UK and the US. Bidco will work with Spectris to
engage constructively with all relevant stakeholders to satisfy these
conditions, in accordance with the terms of the Co-operation Agreement.
· The Scheme Document will include full details of the Scheme, notices of the
Court Meeting and the General Meeting, and the expected timetable of principal
events relating to the Acquisition and will specify the actions to be taken by
Spectris Shareholders. The Scheme Document, together with the Forms of Proxy,
will be published within 28 days of this Announcement (unless a later date is
agreed with the Panel), and the Court Meeting and the General Meeting are
expected to be held on or before 15 September 2025.
· The Acquisition is expected to complete in or by Q1 2026, subject to the
satisfaction (or, where applicable, waiver) of the Conditions set out in
Appendix 1 to this Announcement.
Comments on the Acquisition
Commenting on the Acquisition, Mark Williamson, the Chairman of Spectris,
said:
"The Spectris management team have transformed the Spectris Group into a
leading, sustainable business with high quality premium precision measurement
solutions that enable customers to solve some of their greatest challenges.
The Board remains confident in Spectris' strategy and the opportunities that
will be delivered over the medium term, but believes that Advent's offer
recognises the attractiveness of Spectris and represents strong and immediate
cash value for shareholders at an attractive premium of 84.6 per. cent to the
undisturbed share price.
The Board believes that the offer will benefit Spectris' stakeholders and the
operational and financial resources of Advent are expected to enhance
opportunities for our employees and the Company."
Commenting on the Acquisition, Andrew Heath, Chief Executive of Spectris,
said:
"Since 2019, we have repositioned Spectris as a focused, high quality,
compound growth business with advantaged positions in attractive end markets.
I would like to recognise the exceptional contribution of my colleagues -
their talent, insight and commitment continues to drive our success. The next
chapter of Spectris' development will further fuel their ambition and provide
new opportunities.
Advent's offer recognises the quality of Spectris, our talented people, and
our strong growth prospects. In light of a strong set of intentions set out
today, the Board have confidence that Advent is committed to supporting
Spectris with investment that will drive growth and accelerate delivery of our
strategic objectives."
Commenting on the Acquisition, Shonnel Malani, Managing Partner at Advent
International, said:
"Acquiring Spectris is Advent's vote of confidence in British engineering and
innovation. As active partners, we are dedicated to accelerating Spectris'
growth and enhancing its leadership in precision measurement. With its
talented people and proven track record of driving breakthroughs across
industries, we are poised to invest in its continued success, pushing the
boundaries of technological progress, expanding its global reach, and
delivering transformative solutions to the world's most dynamic sectors."
This summary should be read in conjunction with, and is subject to, the full
text of this Announcement and its Appendices.
The Acquisition will be subject to the Conditions and certain further terms
set out in Appendix 1 to this Announcement and to the full terms and
conditions to be set out in the Scheme Document. The bases and sources for
certain financial information contained in this Announcement are set out in
Appendix 2 to this Announcement. Details of the irrevocable undertakings
received by Bidco are set out in Appendix 3 to this Announcement. The
details and bases of belief of each of the Spectris Profit Forecasts are
contained in Appendix 4. The defined terms used in this Announcement are set
out in Appendix 5 to this Announcement.
Enquiries
Spectris
Teneo +44 20 7353 4200
(PR Adviser to Spectris)
Martin Robinson
Giles Kernick
Goldman Sachs International +44 20 7774 1000
(Lead Financial Adviser to Spectris)
Anthony Gutman
Nick Harper
Harry Webster
Cara Pazdon
Rothschild & Co +44 20 7280 5000
(Lead Financial Adviser to Spectris)
Ravi Gupta
Sabina Pennings
Alistair Allen
Nick Ivey
BofA Securities +44 20 7628 1000
(Rule 3 Adviser, Joint Financial Adviser and Corporate Broker to Spectris)
Ed Peel
James Robertson
Rowland Phillips
George Whitlam
Tom Brown
Barclays +44 20 7623 2323
(Joint Financial Adviser and Corporate Broker to
Spectris)
Neal West
Adrian Beidas
Callum West
Eoin Healy
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 73 1136 9804
Stephanie
Ellis
Slaughter and May is acting as legal adviser to Spectris.
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.
The person responsible for arranging the release of this Announcement on behalf of Spectris is Rebecca Dunn, Spectris Head of Corporate Affairs.
Important notices relating to financial advisers
Goldman Sachs International ("Goldman Sachs"), which is authorised by the PRA
and regulated by the FCA and the PRA 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, 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 or otherwise. No representation or warranty, express or implied,
is made by Rothschild & Co as to the contents of this Announcement.
Merrill Lynch International ("BofA Securities"), which is authorised by the
Prudential Regulatory Authority and regulated by the Financial Conduct
Authority and the Prudential Regulatory Authority in the United Kingdom, is
acting exclusively for Spectris and for no one else in connection with the
Acquisition and will not be responsible to anyone other than Spectris for
providing the protections afforded to its clients or for providing advice in
relation to the matters referred to in this Announcement. Neither BofA
Securities, 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 BofA
Securities in connection with this Announcement, any statement contained
herein or otherwise.
Barclays Bank PLC, acting through its investment bank ("Barclays"), which is
authorised by the Prudential Regulation Authority and regulated in the United
Kingdom by the Financial Conduct Authority and the Prudential Regulation
Authority, is acting exclusively for Spectris and no one else in connection
with the Acquisition and will not be responsible to anyone other than Spectris
for providing the protections afforded to clients of Barclays nor for
providing advice in relation to the Acquisition or any other matter referred
to in this Announcement.
In accordance with the Code, normal United Kingdom market practice and Rule
14e-5(b) of the US Exchange Act, Barclays and its affiliates will continue to
act as exempt principal trader in Spectris securities on the London Stock
Exchange. These purchases and activities by exempt principal traders which are
required to be made public in the United Kingdom pursuant to the Code will be
reported to a Regulatory Information Service and will be available on the
London Stock Exchange website at www.londonstockexchange.com
(https://url.uk.m.mimecastprotect.com/s/94QRCQNZAsm7xL1FxfBhGNSuz?domain=londonstockexchange.com)
. This information will also be publicly disclosed in the United States to the
extent that such information is made public in the United Kingdom.
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 (or, if the Acquisition is implemented by
way of a Takeover Offer, the Takeover 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 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. 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.
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. 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 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 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 US
Exchange Act, Morgan Stanley (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.
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.
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 Appendix 4
of this Announcement.
Other than the Spectris Profit Forecasts, 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.
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 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.
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.
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
23 June 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
1. Introduction
The boards of Bidco and Spectris are pleased to announce that they have
reached agreement on the terms of a recommended cash acquisition by Bidco of
the entire issued and to be issued share capital of Spectris (the
"Acquisition").
2. The Acquisition
Under the terms of the Acquisition, which will be subject to the Conditions
set out in Appendix 1 to this Announcement and to the full terms and
conditions which will be set out in the Scheme Document, each Spectris
Shareholder will be entitled to receive:
for each Spectris Share: £ 37.63 in cash (the "Offer Value")
comprising, for each Spectris Share held:
o £37.35 in cash from Bidco (the "Cash Consideration"); and
o an interim dividend of 28 pence to be paid (subject to approval by the
Spectris Directors) by Spectris in the ordinary course of its FY25 dividend
calendar (the "Permitted Dividend").
Under the terms of the Acquisition, Bidco has also agreed that each Spectris
Shareholder will be entitled to receive the FY24 Final Dividend without any
consequential reduction to the Cash Consideration payable in respect of each
Spectris Share.
The Offer Value represents an attractive premium of approximately:
· 84.6 per cent. to the Closing Price of £20.38 per Spectris Share on
6 June 2025 (being the last Business Day prior to the commencement of the
Offer Period);
· 82.9 per cent. to the volume-weighted average price in the one month
to 6 June 2025 of £20.58; and
· 74.6 per cent. to the volume-weighted average price in the three
months to 6 June 2025 of £21.55.
The Offer Value values the entire issued and to be issued share capital of
Spectris at approximately £3.8 billion and implies an enterprise value of
approximately £4.4 billion. It represents a multiple of 18.5x Spectris'
Adjusted EBITDA, and 21.8x Spectris' Adjusted EBIT, for the year ended 31
December 2024.
Other than the Permitted Dividend and the FY24 Final Dividend, if any
dividend, distribution or other return of value is announced, declared, made
or paid, or becomes payable, in respect of Spectris Shares on or after the
date of this Announcement and before the Effective Date, Bidco reserves the
right to reduce the Cash Consideration payable in respect of each Spectris
Share by the amount of all or part of any such dividend, distribution or other
return of value. If Bidco exercises this right, Spectris Shareholders will be
entitled to receive and retain any such dividend, distribution or other return
of value.
The Acquisition is expected to be effected by means of a Court-sanctioned
scheme of arrangement between Spectris and Scheme Shareholders under Part 26
of the Companies Act, although Bidco reserves the right to effect the
Acquisition by way of a Takeover Offer.
The Acquisition will be subject to the Conditions and certain further terms
set out in Appendix 1 to this Announcement, including, among other things:
(i) the approval of Scheme Shareholders at the Court Meeting and the passing
of the Resolutions relating to the Scheme by Spectris Shareholders at the
General Meeting; (ii) the sanction of the Scheme by the Court; (iii) the
Scheme becoming Effective no later than 11.59 p.m. on the Long Stop Date; and
(iv) the receipt of certain antitrust approvals including in the EU, US and
China and certain foreign investment approvals including in the US and the UK.
In order to become Effective, the Scheme must be approved by a majority in
number of Scheme Shareholders who are present and vote, whether in person or
by proxy, at the Court Meeting and who represent not less than 75 per cent. in
value of the Scheme Shares held by those Scheme Shareholders (or the relevant
class or classes thereof, if applicable).
The Spectris Shares will be acquired by Bidco fully paid and free from all
liens, equitable interests, charges, encumbrances, rights of pre-emption and
any other third-party rights or interests whatsoever and together with all
rights existing as at the Effective Date, including (without limitation) the
right to receive and retain, in full, all dividends and other distributions
(if any) declared, made or paid or any other return of capital (whether by way
of reduction of share capital or share premium account or otherwise) made on
or after the Effective Date in respect of Spectris Shares, in each case other
than the Permitted Dividend and the FY24 Final Dividend.
3. Background to and reasons for the Acquisition
Spectris is a high-quality precision measurement, instrumentation and testing
company focusing on two high-performance divisions, each of which provides and
develops distinct, market-leading technologies and solutions.
Advent has long admired Spectris and has been particularly impressed by the
Spectris management team's repositioning of the business since 2018 through a
combination of portfolio rationalisation and targeted investment in priority
areas. This has led to a more focused and higher quality global business, and
Bidco believes that Spectris is now well-placed to capitalise on future growth
opportunities in its core end markets.
Advent is a sophisticated and responsible global financial investor with
significant deployable capital and a clear focus on partnering with management
teams to foster innovation in businesses with excellent growth potential.
Advent has operated in the UK since 1989 and has a long track record of
investment in UK headquartered businesses, having invested £5.5bn in the UK
since beginning operations here. Advent's approach to its business portfolio
is to be a responsible steward, with a focus on driving growth, value and
ultimately creating world-class companies that support the UK economy.
Advent has deep experience of investing in high technology businesses within
the industrial and engineering sectors in the UK, including in the context of
public-to-private transactions such as its successful acquisitions of Cobham,
Ultra Electronics and Laird. Through its long commitment to the UK, in
particular, Advent has demonstrated a clear track record of long-term
successful and responsible stewardship of UK assets and is enthusiastic about
its continued commitment to supporting the development of world-class global
businesses such as Spectris both in the UK and in the other markets in which
they operate, and creating sustainable value for all stakeholders.
Advent's recent investments demonstrate the value it provides to the companies
and management teams with which it partners. Advent's portfolio company Ultra
- a leading defence and security business - has significantly invested in its
UK R&D capabilities under Advent's ownership. This has included investing
£30m in a new Cyber Security Centre for Excellence in Maidenhead and the
creation of approximately 200 new jobs across Ultra's UK businesses. Ultra's
innovations also support key UK Government objectives, with innovations
including new anti-submarine sonobuoys provided to the Ministry of Defence and
other international partners.
Bidco believes that the Acquisition presents an exciting opportunity for
Spectris to build on its successful progress in recent years and to further
develop the quality of its customer offering. In particular, Bidco considers
that access to the additional capital, long term investment approach and
industry expertise of Advent under its private ownership would allow Spectris
further opportunity and flexibility to accelerate investment in its key areas
for growth (including through organic investment, R&D and M&A) while
continuing its robust focus on maintaining a strong and coherent global
business portfolio.
4. Spectris Recommendation
The Spectris Directors, who have been so advised by Goldman Sachs, Rothschild
& Co, and BofA Securities as to the financial terms of the Acquisition,
consider the terms of the Acquisition to be fair and reasonable. In providing
their advice to the Spectris Directors, Goldman Sachs, Rothschild & Co,
and BofA Securities have taken into account the commercial assessments of the
Spectris Directors. BofA Securities is providing independent financial advice
to the Spectris Directors for the purposes of Rule 3 of the Code.
Accordingly, the Spectris Directors intend to unanimously recommend that
Spectris Shareholders vote in favour of the Scheme at the Court Meeting and
the Resolutions to be proposed at the General Meeting, as the Spectris
Directors who hold Spectris Shares have irrevocably undertaken to do in
respect of their own beneficial holdings of Spectris Shares (and those of
their spouse, minor children and/or related trusts (if applicable)), amounting
in aggregate to 223,189 Spectris Shares representing approximately 0.22 per
cent. of the issued share capital of Spectris as at the Last Practicable Date.
Further details of these irrevocable undertakings are set out at Appendix 3
to this Announcement.
5. Background to and reasons for the recommendation
Spectris today and its strategic transformation
Spectris harnesses the power of precision measurement to enable its customers
to make the world cleaner, healthier and more productive. Combining leading
technical expertise and deep domain knowledge, Spectris provides its customers
with critical insights through high quality precision measurement solutions
that enable them to solve some of their greatest challenges and deliver
significant value for all stakeholders. With two strong divisions, 7,400
employees, of which c.2,200 are sales and service employees, in more than 30
countries, and a global network of manufacturing facilities and labs, Spectris
sits at the heart of its customers' research and development strategies and
critical production processes. This privileged position enables Spectris'
customers to develop: the technologies to drive the energy transition; the
medicines we rely on; the materials we build with; the devices that connect
us; and the machines that help work to be faster, better and more efficient.
Since Spectris announced its Strategy for Profitable Growth in 2019, the
Spectris Group has been fundamentally reshaped into a more focused and higher
quality business, well positioned in attractive markets with sustainable
growth drivers. During a period of significant corporate activity, the
portfolio was repositioned from 14 businesses to two divisions. This vision
and focus resulted in the sale of eight businesses, raising capital of £1.3
billion in this first strategic phase. At the same time, Spectris invested for
growth in the two divisions. This investment, combined with a strengthened
leadership and culture, created a business with enhanced capabilities, greater
sales growth opportunity, improving operating margins, with stronger cash flow
and return on capital.
Following this successful transformation, Spectris announced its Strategy for
Sustainable Growth in 2022 building on the six strategic pillars of its
business model: owner of great businesses, facing structural growth markets;
with strong customer centricity; investing in growth; driving operational
excellence; and with a values centred, high-performance culture. Alongside
these pillars, and a commitment to innovation and ongoing focused investment
in M&A, Spectris announced clear performance targets, establishing an
attractive financial framework and medium-term outlook:
· Organic sales growth of 6-7 per cent. through the cycle;
· Adjusted operating margin of 20+ per cent.; and
· Return on gross capital employed (ROGCE) in the mid-teens per cent.
Since 2022, strong strategic execution has further strengthened the quality of
the Spectris Group and reinforced the foundations for future growth:
· Completed the portfolio rationalisation programme first announced in
2019 with the disposal of Red Lion Controls in 2023;
· Strengthened R&D investment and activity with investment
equivalent to 8.1 per cent. of Spectris' sales in 2024 and a record number of
product launches and improvements in product vitality;
· Successful inorganic growth strategy comprising five acquisitions to
strengthen capabilities and customer offering, most recently through the
highly synergistic acquisitions of SciAps Incorporated, Micromeritics
Instrument Corporation and Piezocryst Advanced Sensorics; and
· Continued investment in operational improvements and efficiencies
through the continued deployment of the Spectris Business System ("SBS") and
the implementation of a new ERP system.
While performance in 2024 was more challenging with a unique, and largely
unprecedented, alignment of prolonged weakness across multiple end markets,
decisive action was taken by management, both on cost and investment, to
ensure that Spectris is well-placed for continued growth. The Spectris Board
remains fully confident in the ongoing execution of Spectris' Strategy for
Sustainable Growth and that its continued successful delivery will create
significant value for shareholders.
Since 2019 Spectris has returned over £1 billion to shareholders through
dividends and capital returns. Importantly, Spectris is now a high quality,
well positioned business with a world class portfolio of precision measurement
businesses, strong momentum in strategic execution, and a robust platform for
sustainable growth and strong cash generation to capture Spectris' potential.
Proposal from Advent and considerations in respect of the Acquisition
The Spectris Board did not solicit an offer for Spectris, although it
regularly considers all options for driving and improving shareholder value.
The initial unsolicited proposal received from Advent at £30.50 per Spectris
Share was not at a level which the Spectris Board felt reflected an
appropriate valuation of Spectris and its future prospects. Following four
further proposals from Advent, including a proposal of £37.63 per Spectris
Share (including an interim dividend of 28 pence, subject to Spectris Board
approval), the Spectris Board indicated to Advent that its latest proposal was
on financial terms which the Spectris Board was minded to recommend and
granted access to confirmatory due diligence information.
In considering the financial terms of the Acquisition and determining whether
they reflect an appropriate valuation of Spectris and its future prospects,
the Spectris Board took into account a number of factors including that:
· the Acquisition reflects the strength of Spectris' business and its
future prospects, and provides an opportunity for Spectris Shareholders to
crystallise, in cash, the value of their investments at a fair and reasonable
value;
· the Offer Value represents an attractive premium of:
o 84.6 per cent. to the Closing Price of £20.38 on 6 June 2025 (being the
last Business Day before the commencement of the Offer Period);
o 74.6 per cent. to the volume-weighted average price in the three months to
6 June 2025 of £21.55; and
o 57.0 per cent. to the volume-weighted average price in the six months to 6
June 2025 of £23.97;
· the Offer Value implies an enterprise value multiple of approximately
18.5 times Spectris' EBITDA for the 12 months ended 31 December 2024 and
approximately 21.8 times Spectris' EBIT for the 12 months ended 31 December
2024;
· the certainty of the Acquisition should be weighed against the
inherent uncertainty of the delivery of future value that exists in the
business, in particular given the current uncertainty in the global
macroeconomic environment; and
· the Acquisition is expected to deliver more risk-adjusted near-term
value to Spectris shareholders than other options considered by the Spectris
Board, including a break-up of Spectris with the associated execution and
market risks, time to implement and expected areas of value leakage, such as
tax and transaction costs.
Accordingly, while the Spectris Board remains confident in its ability to
deliver sustainable value for shareholders, the Spectris Directors believe
that the Offer Value represents an attractive opportunity for Spectris
Shareholders to realise an immediate and certain cash value for their
investment relative to the risks inherent in the execution of Spectris'
strategy over the medium to longer-term.
In considering the Acquisition, the Spectris Board have taken into account
Advent's stated intentions for the business and all its stakeholders,
including its employees, customers and broader network of partners. The
Spectris Board has also considered Advent's statements regarding its intention
to support the Spectris Foundation and its charitable work.
The Spectris Board notes that Advent is a highly experienced investor, with a
long history of investing in UK-headquartered global businesses and a clear
track record of successful investments in high technology businesses within
the industrial and engineering sectors and across other sensitive sectors.
Taking into account Advent's experience and its intentions for the business,
the Spectris Board believes that Advent is able to support the next chapter of
the development of Spectris' businesses.
Following careful consideration of the financial terms of the Acquisition, the
combination of value and certainty that the terms of the Acquisition provides
to Spectris shareholders, and the above factors, the Spectris Directors intend
to unanimously recommend that Spectris Shareholders vote in favour of the
Scheme at the Court Meeting and the Resolutions to be proposed at the General
Meeting, as the Spectris Directors who hold Spectris Shares have irrevocably
undertaken to do in respect of their own beneficial holdings of Spectris
Shares (and those of their spouse, minor children and/or related trusts (if
applicable)), amounting in aggregate to 223,189 Spectris Shares representing
approximately 0.22 per cent. of the issued share capital of Spectris as at the
Last Practicable Date.
Information relating to Bidco and Advent
Bidco
Bidco is a private company limited by shares registered in England and Wales
and incorporated on 9 June 2025 with company number 16506150. Bidco was formed
for the purposes of the Acquisition and will be indirectly owned by Advent and
certain other minority equity investors.
Bidco has not traded since its date of incorporation, nor has it entered into
any obligations other than in connection with the Acquisition.
Advent
Advent is a leading global private equity investor committed to working in
partnership with management teams, entrepreneurs, and founders to help
transform businesses. With 16 offices across five continents, Advent oversees
more than USD $91 billion in assets under management and has made 430
investments across 44 countries.
Since its founding in 1984, Advent has developed specialist market expertise
across its five core sectors: business & financial services, consumer,
healthcare, industrial, and technology. This approach is bolstered by its deep
sub-sector knowledge, which informs every aspect of its investment strategy,
from sourcing opportunities to working in partnership with management to
execute value creation plans. Advent brings hands-on operational expertise to
enhance and accelerate businesses.
Through its long commitment to the UK, in particular, Advent has demonstrated
a clear track record of long-term successful and responsible stewardship of UK
assets and is enthusiastic about its continued commitment to supporting the
development of world-class businesses. Its extensive global footprint and
operational improvements experience make it a strong owner with the capability
to drive change built to last, and achieve sustained growth.
In addition, as one of the largest privately-owned partnerships, its 660+
colleagues leverage the full ecosystem of Advent's global resources, including
its Portfolio Support Group, insights provided by industry expert Operating
Partners and Operations Advisors, as well as bespoke tools to support and
guide its portfolio companies as they seek to achieve their strategic goals.
6. Information relating to the Spectris Group
Spectris combines leading technical expertise and deep domain knowledge to
provide its customers with critical insights through high quality precision
measurement solutions that enable them to solve some of their greatest
challenges, making the world cleaner, healthier, and more productive.
Spectris is well positioned to compete across its customer offering and
employs c.7,400 people located in more than 30 countries, all united behind
its purpose to deliver significant value for all its stakeholders. Spectris is
headquartered in London and focuses on two strong divisions, with a global
network of c.2,200 sales and service employees and best in class manufacturing
facilities and labs.
Spectris operates through two divisions:
· Spectris Scientific: a global leader in advanced material
measurement and characterisation, operating in attractive end markets, such as
pharmaceutical, semiconductor, primary and advanced materials and advanced
research. Spectris Scientific comprises Malvern Panalytical, Particle
Measuring Systems and Servomex. Through these three companies, Spectris
Scientific provides leading scientific instruments and services, measuring
particles down to the nano scale, helping customers better understand and
shape everything from proteins, metals and polymers to controlling aseptic
manufacturing.
· Spectris Dynamics: a global leader in advanced integrated virtual
and physical testing, and high precision sensing solutions through its
business, HBK. Spectris Dynamics is strategically placed, offering broad
solutions, with the ability to integrate both the physical and virtual worlds
of test and measurement. Spectris Dynamics supports some of the world's
leading automotive, machine manufacturing, aerospace, electronics and advanced
research customers.
For the financial year ended 31 December 2024, Spectris reported sales of
£1,299 million, EBITDA of £239 million, and adjusted operating profit of
£203 million. Spectris completed the acquisition of three high-quality,
complementary businesses during 2024 (SciAps Incorporated, Micromeritics
Instrument Corporation, and Piezocryst Advanced Sensorics), delivering
material synergies. Micromeritics and SciAps will be integrated into Malvern
Panalytical in Spectris Scientific, while Piezocryst will be integrated into
Spectris Dynamics. Spectris also completed the disposal of Red Lion Controls
in April 2024.
As at 6 June 2025, being the last Business Day prior to the commencement of
the Offer Period, Spectris' market capitalisation was £2.1 billion. Spectris'
shares are publicly listed on the London Stock Exchange under the symbol SXS.L
For more information, visit www.spectris.com (http://www.spectris.com) .
7. Spectris trading update
Spectris continues to expect to deliver full-year performance in line with
market expectations, including the contribution from acquisitions and the
execution of its Profit Improvement Programme.
Results for the five months to 31 May 2025 were resilient with Spectris Group
reported sales of £507 million (4.8 per cent. higher year-on-year, 6.6 per
cent. higher ex-Red Lion Controls), with an improving trend in both reported
and LFL sales against easier year-on-year comparators into the second quarter.
On a LFL basis, Spectris Group sales were 1.5 per cent. lower than the prior
period (7.9 per cent. lower at the end of Q1), driven by declines in
automotive and semiconductor, partially offset by good growth in academia,
materials and life sciences.
By division, Spectris Scientific sales were 16.4 per cent. higher on a
reported basis and 0.4 per cent. lower on a LFL basis (11.0 per cent. lower
LFL at the end of Q1) and Spectris Dynamics sales were flat on a reported
basis and 3.0 per cent. lower on a LFL basis (3.4 per cent. lower on an LFL
basis at the end of Q1). All three acquisitions completed in 2024 -
Micromeritics, SciAps and Piezocryst - continue to perform well in line with
management expectations. The Spectris Group order book ended the period at
£526 million, with a Book-to-Bill Ratio of 1.04x.
The Profit Improvement Programme remains on track to deliver at least £30
million of savings in 2025, which will be weighted to the second half of the
financial year.
Net debt at the end of May 2025 was approximately £500 million. Returning
leverage back within Spectris' 1-2x target remains a key priority, supported
by the Spectris Group's track record of strong cash conversion.
Spectris will announce its half year results for the six months ended June
2025 on 7 August 2025.
8. Strategic plans and intentions with regard to management,
employees and places of business
Advent's investment philosophy is to support high-quality businesses to reach
their full potential for the benefit of all stakeholders. As a private equity
investor, Advent seeks to improve, grow and then ultimately divest all of the
businesses that it acquires.
Strategic plans for Spectris
Advent has long admired Spectris and its status as a global leader in
precision measurement and data insight, operating a portfolio of technology
businesses that deliver mission-critical instrumentation and solutions to
customers across high-growth end markets including life sciences,
semiconductor, electronics, automotive, and a wide range of other attractive
sectors.
Advent is highly confident in the overall prospect of each of Spectris'
divisions and the end markets in which they operate and believes that
Spectris' current technology base, customer relationships and track record of
innovation position it well for long-term growth and value creation.
Advent views the Acquisition as an opportunity to continue management's
journey of recent years to optimise, accelerate and identify the best owners
at the right time. So far, management has made eight disposals (BTG, Concept
Life Sciences, Red Lion, Omega, NDCT, B&K Vibro, Millbrook and EMS
businesses) in the last seven years. Being a private company will allow
longer-term decision-making and enhanced agility, free from the requirement to
meet the public equity market's reporting requirements and expectations and
the obligations associated with being a listed company; Advent believes
ambitions for the businesses can be bigger, bolder and faster.
Prior to this Announcement and following the agreement of the financial terms
of the Acquisition, consistent with market practice, Advent has been granted
access to Spectris' senior management for the purposes of confirmatory due
diligence. Following completion of the Acquisition, Bidco intends to work with
Spectris' management team to undertake a comprehensive review of the Spectris
Group's operations, investment priorities, and business plan (the "Review").
The Review is expected to take approximately six months from the Effective
Date and will include:
· an assessment of the performance, short and long-term objectives,
strategy, market position, strategic alignment and long-term potential of
Spectris' divisions and the businesses within them;
· considering how best to position Spectris' businesses for greater
competitive strength over the longer term, and continuing the optimisation of
the Spectris Group that Spectris' management team has been undertaking over
the past few years, which would include evaluating the best corporate
organisational set up for the Spectris Group in a private context and
specifically whether organising the Spectris Group in two reporting segments
(Spectris Scientific and Spectris Dynamics) is the optimum approach or
whether, as Bidco believes, the business would benefit from being organised as
four operating units (Malvern Panalytical, Particle Measuring Systems,
Servomex and Dynamics) to allow them to enhance their positions within their
respective markets and to maximise their potential and create value;
· a review of capital allocation frameworks and potential investments
in innovation, automation, simulation and software solutions, AI and wider
commercial go-to-market capabilities and how best to position the business to
compete for greater market share;
· engaging with the key stakeholders of each business, including
employees and customers;
· consideration of operational efficiencies across the global supply
chain and manufacturing footprint;
· considering whether and when any standalone operating units or
businesses within such units should be divested and the appropriate timing of
divestments. Bidco expects to exit the Spectris Group's business units
separately over time and could make decisions on divestments before the end of
the Review. Any such decisions would only be taken in the light of the
interest and suitability of any potential buyers, the ease and costs of
separation and the views of key stakeholders including customers. Any such
divestments would be subject to the agreement of satisfactory terms and the
satisfaction of applicable regulatory approvals and conditions; and
· exploring with the management teams of each of the underlying
businesses within the Spectris Group any other opportunities for acceleration
of growth of Spectris and its businesses.
Whilst the Review is expected to take approximately six months to complete,
Advent expects that in conjunction with the Spectris management team,
opportunities to improve the outlook for the underlying operating businesses
will be identified during the course of the Review and they will be actioned
by the Spectris management team in parallel with the ongoing Review.
As a result of the findings of the Review, Bidco intends to invest in
Spectris' different businesses both organically, and potentially via
acquisitions, to further enhance their product offering and hence growth and
market positions. Acquisitions could involve smaller companies that fit with
already existing business areas or larger companies that sit in adjacent
segments or have complementary offerings or footprints. At this time, no
specific add-on acquisition targets are under active consideration by Bidco.
Any divestments arising as a result of the ongoing findings of the Review
could involve changes to Spectris' business activities, places of business and
fixed asset base. If any divestments are made, the number of employees
employed within the Spectris Group would also be reduced as further described
below and any such divestments could change the balance of the skills and
functions of the remaining employees and management.
Intentions for employees and management
Bidco places great value on the skills, knowledge and experience of Spectris'
employees and management team. Bidco believes that the workforce plays a
central role in Spectris' continued innovation and customer focus and is
excited to partner with the Spectris management team to develop the quality of
its customer offering and to grow the value of the businesses in the longer
term.
Following completion of the Acquisition, the existing contractual and
statutory rights and terms and conditions of employment, including pension
obligations, of the management and employees of Spectris and its subsidiaries
will be fully safeguarded and observed in accordance with applicable law.
Other than in relation to a limited number of corporate and listed
company-related functions (and any of the divestments of any of the Spectris
Group's four business units (or any businesses within such business units)
which Bidco expects to make over time, which, if they were to occur, would
naturally reduce the number of employees within the Spectris Group), Bidco
does not intend to make material changes to the overall headcount, conditions
of employment or balance of skills and functions of the employees and
management of Spectris.
With effect from completion of the Acquisition, it is intended that the
non-executive directors of Spectris will resign as directors of Spectris.
Incentive arrangements
Bidco has not entered into, and has not discussed, any form of incentivisation
arrangements with members of Spectris' management team. Bidco expects to put
in place certain incentive arrangements for the management teams of Spectris
and its business units following completion of the Acquisition.
Pension schemes
Spectris currently operates a defined benefit pension scheme in the UK which
was closed to accrual of pensionable service in 2009. The Acquisition will not
impact the rights of beneficiaries in this scheme. This pension scheme was
estimated to be in surplus on a technical provisions basis at its most recent
actuarial valuation as at 31 December 2023, and an agreement is currently in
place for Spectris to make further contributions with a view to the scheme
becoming fully funded on a termination or buy out basis by 2030.
Advent has held constructive discussions with the trustee of the scheme and
intends to provide an escrow account to hold these further contributions, with
a risk buffer, from completion so that they are available to the pension
scheme, which will allow the pension trustee to start the process of securing
benefits with an insurer. Advent intends to document this arrangement with the
trustee before the Effective Date.
Advent does not intend to change the current benefits or eligibility criteria
for the UK defined benefit pension scheme.
In addition, Spectris operates a number of smaller defined benefit
arrangements in other jurisdictions, and a number of defined contribution
arrangements in the UK and other jurisdictions. Advent does not intend to
change the current benefits, eligibility criteria or contribution arrangements
for these arrangements.
Intentions for headquarters, locations, fixed assets and research and
development
Spectris and its underlying operating businesses have a history as innovators
and leading providers in their respective fields, and a proven track record of
utilising their advanced capabilities to deliver competitive solutions around
the world. In recognition of this, other than as arising out of the Review,
Bidco has no plans to undertake any material restructurings or change in the
primary locations of Spectris' operating businesses including its or its
businesses' manufacturing or research and development facilities and intends
to maintain the Spectris Group's headquarters in London. However, a number of
corporate and support functions, including PLC-related functions, will not be
needed following completion which will result in a limited number of headcount
reductions in the context of the Spectris Group as a whole. Bidco has not yet
developed proposals as to how any such headcount reductions will be
implemented and any individuals impacted will be treated and where necessary
consulted in a manner consistent with applicable law and Spectris' high
standards, values and practices, and the relevant employees' existing
entitlements.
Bidco does not intend to redeploy any of
Spectris' material fixed assets other than in the ordinary course of business
or as may result from the Review.
Spectris Foundation
Advent is delighted by the considerable impact the Spectris Foundation
continues to have on enhancing and improving access to quality education in
Science, Technology, Engineering and Mathematics (STEM) and empowering
students from all backgrounds, and intends to continue Spectris' support for
the Spectris Foundation and its charitable work. This fits very well with
STEM-related charitable initiatives at other Advent portfolio companies in the
UK.
Following completion, Advent intends to continue to support the Spectris
Foundation and its charitable commitments and Advent will ensure the continued
provision of certain support services from Spectris to the Spectris
Foundation.
In addition, Advent may consider greater partnership between Advent and its
portfolio companies with the Spectris Foundation in the future given their
shared commitment to enhancing and improving access to quality education in
STEM.
Trading facilities
Spectris Shares are currently listed on the Official List and admitted to
trading on the Main Market of the London Stock Exchange.
As set out in paragraph 14, subject to the Acquisition becoming Effective,
it is intended that requests will be made to the FCA to cancel the listing of
the Spectris Shares on the Official List and to the London Stock Exchange to
cancel trading in Spectris Shares on the London Stock Exchange's main market
for listed securities.
Following completion of the Acquisition, Bidco intends to re-register Spectris
as a private company.
None of the statements in this paragraph 8 is a "post-offer undertaking" for
the purposes of Rule 19.5 of the Code.
9. Irrevocable undertakings
Bidco has received irrevocable undertakings to vote in favour (or procure a
vote in favour) of the Scheme at the Court Meeting and the Resolutions to be
proposed at the General Meeting from those Spectris Directors who hold
Spectris Shares in respect of their own beneficial holdings (and those of
their spouse, minor children and/or related trusts, if applicable), amounting
in aggregate to 223,189 Spectris Shares representing approximately 0.22 per
cent. of the issued share capital of Spectris as at the Last Practicable Date.
Further details of these irrevocable undertakings are set out in Appendix 3
to this Announcement.
10. Financing of the Acquisition
The Cash Consideration payable by Bidco to Spectris Shareholders will be
financed by a combination of:
· equity investment from funds managed and/or advised by Advent and its
affiliates, CPP Investments, acting through its wholly-owned subsidiary, CPPIB
Investor, and MI Metron Co-Invest; and
· debt to be provided under the Interim Facilities Agreement.
Other potential equity investors may take indirect minority interests in Bidco
during the Offer Period or once the Acquisition completes.
In respect of the Interim Facilities Agreement, Bidco has agreed that, subject
to certain customary carve-outs, it shall not, without the approval of Interim
Lenders, waive certain conditions contained in Appendix 1 to this Announcement
where such waiver would be materially adverse to the interests of the Interim
Lenders.
In due course, Bidco intends to enter into a senior facilities agreement with,
among others, the Interim Lenders and to utilise the facilities made available
under the senior facilities agreement in lieu of the Interim Facilities
Agreement.
Morgan Stanley, as financial adviser to Bidco, is satisfied that sufficient
resources are available to Bidco to satisfy in full the Cash Consideration
payable to Spectris Shareholders pursuant to the terms of the Acquisition.
Information on CPP Investments and MI Metron Co-Invest
CPP Investments
Canada Pension Plan Investment Board ("CPP Investments") is a professional
investment management organization that manages the Canada Pension Plan Fund
(the "Fund") in the best interests of the more than 22 million contributors
and beneficiaries. In order to build diversified portfolios of assets, we make
investments around the world in public equities, private equities, real
estate, infrastructure and fixed income. Headquartered in Toronto, with
offices in Hong Kong, London, Mumbai, New York City, San Francisco, São Paulo
and Sydney, CPP Investments is governed and managed independently of the
Canada Pension Plan and at arm's length from governments. At 31 March 2025,
the Fund totalled CA$714.4 billion. CPPIB Investor is a wholly-owned
subsidiary of CPP Investments, and is the entity through which CPP Investments
will invest in Bidco.
The antitrust Condition in respect of the German Federal Cartel Office
(Bundeskartellamt) included in paragraph 3(d) of Part A of Appendix 1 to this
Announcement and the foreign direct investment and national security Condition
in respect of CFIUS included in paragraph 4(b) of Part A of Appendix 1 to this
Announcement (such Conditions together, the "CPPIB Regulatory Conditions")
relate only to CPPIB Investor and not to Advent or Auba Investment.
MI Metron Co-Invest
25MI Co-Investment Limited Partnership ("MI Metron Co-Invest") is an Ontario
limited partnership managed by its general partner, Advent International GPE
X, LLC, in which Auba Investment Pte Ltd is the limited partner. Auba
Investment Pte Ltd ("Auba Investment") is a nominated investment vehicle of
GIC Special Investments Pte Ltd, which is a direct subsidiary of GIC. MI
Metron Co-Invest is the entity through which GIC will invest in Bidco.
GIC is a leading global investment firm established in 1981 to secure
Singapore's financial future. As the manager of Singapore's foreign reserves,
GIC takes a long-term, disciplined approach to investing, and is uniquely
positioned across a wide range of asset classes and active strategies
globally. These include equities, fixed income, real estate, private equity,
venture capital, and infrastructure. GIC's long-term approach, multi-asset
capabilities, and global connectivity enable it to be an investor of choice.
GIC seeks to add meaningful value to its investments. Headquartered in
Singapore, GIC has a global talent force of over 2,300 people in 11 key
financial cities and has investments in over 40 countries. For more
information, please visit gic.com.sg
(https://url.uk.m.mimecastprotect.com/s/Fy29COEVJuo3VrvFEfwhGtWZG?domain=urldefense.com)
.
Auba Investment has agreed to invest in MI Metron Co-Invest for the purposes
of the Acquisition and may benefit from enhanced minority rights in Bidco if
it obtains CFIUS approval. The receipt of such CFIUS approval is not a
condition to the completion of the Acquisition. Auba Investment has agreed to
co-operate with Advent and Bidco in relation to obtaining regulatory
clearances and has certain customary consent rights in relation to the
invocation and waiver of certain of the Conditions to the Acquisition.
Further information on the financing of the Acquisition will be set out in the
Scheme Document.
11. Acquisition‑related arrangements
Confidentiality Agreement
Advent International and Spectris entered into the Confidentiality Agreement
on 15 May 2025 pursuant to which Advent International has undertaken to keep
certain information relating to the Acquisition and Spectris confidential and
not to disclose such information to third parties (except to certain permitted
parties, including certain providers of debt or equity in certain
circumstances), unless required by applicable laws or regulations, and to use
such confidential information for the sole purpose of evaluating, negotiating,
advising upon, financing or implementing the potential Acquisition.
The Confidentiality Agreement also contains undertakings from Advent
International that, for a period of 18 months from the date of the
Confidentiality Agreement, Advent International shall not approach certain of
Spectris' employees or officers without the prior written consent of Spectris
nor shall Advent International employ or otherwise engage certain of Spectris'
employees (save as set out in the Confidentiality Agreement).
The Confidentiality Agreement also includes customary standstill arrangements
that restrict Advent International's ability to make announcements or acquire
interests in Spectris Shares. These restrictions cease to apply immediately
following the making of this Announcement.
Clean Team Agreement
Advent International and Spectris entered into a clean team agreement on 25
May 2025 which sets out, among other things, certain procedures and principles
to be followed to ensure adequate treatment of certain commercially sensitive
confidential information between Spectris and Advent International's clean
team individuals and/or external advisers.
Joint Defence Agreement
On 29 May 2025, Advent International, Spectris and their respective legal
counsels entered into the Joint Defence Agreement to ensure that any exchange
and/or disclosure of confidential information relating to the parties and in
relation to, in particular, the anti-trust workstream, only takes place
between their respective legal counsel and external experts, does not diminish
in any way the confidentiality of such materials, and does not result in a
waiver of any privilege, right or immunity that might otherwise be available.
On 19 June 2025, the Joint Defence Agreement was amended and restated such
that CPP Investments, Auba Investment Pte. Ltd and their respective counsels
also became parties to such agreement.
Co-operation Agreement
Bidco, Advent, CPPIB Investor and Spectris entered into the Co-operation
Agreement on or around the date of this Announcement pursuant to which: (i)
Spectris has agreed to co-operate with Bidco to assist the satisfaction of
certain regulatory conditions and Bidco and Advent have entered into
commitments in relation to obtaining regulatory clearances; (ii) Spectris has
agreed to co-operate with CPPIB Investor to assist the satisfaction of the
CPPIB Regulatory Conditions and CPPIB Investor has entered into commitments in
relation to obtaining regulatory clearances in relation to CPPIB Regulatory
Conditions only; (iii) Bidco has agreed to provide Spectris with certain
information for the purposes of the Scheme Document and to otherwise assist
with the preparation of the Scheme Document; (iv) Bidco has agreed to certain
provisions if the Scheme should switch to a Takeover Offer; and (v) Spectris
and Bidco have agreed certain arrangements in respect of employees and the
Spectris Share Plans.
In addition, Bidco and Advent have agreed not to take any actions which would,
or would be reasonably likely to, prevent or delay the satisfaction of certain
regulatory conditions (provided that such obligation shall not apply to any
portfolio company in which Advent or its funds has an equity or other interest
and does not control). CPPIB Investor has agreed to substantially equivalent
obligations in respect of the CPPIB Regulatory Conditions (provided, likewise,
that such obligations shall not apply to any portfolio company of CPP
Investments or its direct and indirect majority owned subsidiaries and
investment vehicles).
The Co-operation Agreement will terminate, inter alia:
(i) if the Acquisition is withdrawn, terminates or lapses,
except in certain circumstances including, but not limited to, where Bidco is
exercising its right to switch to a Takeover Offer in accordance with the
terms of the Co-operation Agreement;
(ii) if prior to the Long Stop Date, any Condition becomes
incapable of satisfaction;
(iii) if, prior to the Long Stop Date, a third party announces a
firm intention to make an offer for the entire issued, and to be issued, share
capital of Spectris, which completes, becomes effective or is declared or
becomes unconditional in all respects;
(iv) at Bidco's election if the Spectris Directors withdraw their
unanimous recommendation of the Acquisition or if the Spectris Directors
recommend a competing proposal;
(v) if the Scheme does not become effective in accordance with
its terms by the Long Stop Date; or
(vi) otherwise as agreed between Bidco and Spectris.
Bid Conduct Agreement
Advent and CPP Investments have entered into the Bid Conduct Agreement,
pursuant to which they have agreed certain principles in accordance with which
they intend to co-operate in respect of the Acquisition.
Pursuant to the Bid Conduct Agreement, it is agreed that Advent will make all
material decisions with respect to the conduct of the Acquisition subject to
customary consent rights in favour of CPP Investments, including in relation
to the invocation or waiver of the Conditions to the Acquisition.
The terms of the Bid Conduct Agreement also include an agreement not to pursue
a competing proposal to the Acquisition with respect to Spectris or take any
action which might be prejudicial to completion of the Acquisition or directly
or indirectly encourage, solicit, initiate facilitate, participate in or
otherwise continue any discussion or negotiation with any person in connection
with a competing proposal to the Acquisition, in each case for so long as the
Bid Conduct Agreement is in force.
The Bid Conduct Agreement will terminate in certain circumstances, including:
(i) 14 days after the date on which the Acquisition becomes effective or
unconditional; and (ii) at such time as the Acquisition is withdrawn or
lapses.
12. Spectris Share Plans
Participants in the Spectris Share Plans shall be contacted regarding the
effect of the Acquisition on their options and awards under the Spectris Share
Plans and appropriate proposals will be made to such participants in due
course.
Details of the impact of the Scheme on each of the Spectris Share Plans and
the proposals will be set out in the Scheme Document and in separate letters
to be sent to participants in the Spectris Share Plans.
13. Structure of and conditions to the Acquisition
It is intended that the Acquisition will be implemented by means of a
Court-sanctioned scheme of arrangement under Part 26 of the Companies Act,
although Bidco reserves the right to implement the Acquisition by means of a
Takeover Offer (subject to Panel consent and the terms of the Co-operation
Agreement).
The purpose of the Scheme is to provide for Bidco to become the owner of the
entire issued and to be issued share capital of Spectris. This is to be
achieved by the transfer of Spectris Shares to Bidco, in consideration for
which the Spectris Shareholders who are on the Spectris register of members at
the Scheme Record Time shall receive the Cash Consideration in respect of each
of their Spectris Shares on the basis set out in paragraph 2 of this
Announcement.
Any Spectris Shares issued before the Scheme Record Time will be subject to
the terms of the Scheme. The Resolutions to be proposed at the General Meeting
will, among other matters, provide that the Spectris Articles be amended to
incorporate provisions requiring any Spectris Shares issued or transferred
after the Scheme Record Time (other than to Bidco and or its nominee(s)) to be
automatically transferred to Bidco on the same terms as the Acquisition (other
than terms as to timings and formalities, and subject to the Scheme becoming
Effective). The provisions of the Spectris Articles (as amended) will avoid
any person (other than Bidco and its nominee(s)) holding shares in the capital
of Spectris after the Effective Date.
The Acquisition is subject to the Conditions and certain further terms set out
in Appendix 1 to this Announcement and to the full terms and conditions to
be set out in the Scheme Document, including, among other things:
· the approval of the Scheme by a majority in number of the Scheme
Shareholders who are present and vote, whether in person or by proxy, at the
Court Meeting and who represent not less than 75 per cent. in value of the
Scheme Shares held by those Scheme Shareholders;
· the passing of the Resolutions by the requisite majority of Spectris
Shareholders at the General Meeting;
· the Scheme being sanctioned by the Court (without modification, or
with modification on terms agreed by Bidco and Spectris) and an office copy of
the Court Order being delivered to the Registrar of Companies; and
· the receipt of certain antitrust approvals including in the EU, US
and China and certain foreign investment approvals including in the US and the
UK and which, in the case of the conditions relating to CFIUS in the US and
antitrust in Germany are required in connection with the CPPIB Investment.
The Scheme shall lapse if:
· the Court Meeting and the General Meeting are not held on or before
the 22(nd) day after 15 September 2025 (or such later date, if any as (i)
Bidco and Spectris may agree or (ii) (in a competitive situation) as may be
specified by Bidco with the consent of the Panel, and in each case that, if so
required, the Court may allow);
· the Court Hearing is not held by the 22nd day after the expected date
of such hearing to be set out in the Scheme Document in due course (or such
later date, if any as (i) Bidco and Spectris may agree or (ii) (in a
competitive situation) as may be specified by Bidco with the consent of the
Panel, and in each case that, if so required, the Court may allow); or
· the Scheme does not become effective by no later than 11.59 p.m. on
the Long Stop Date,
provided, however, that the deadlines for the timing of the Court Meeting, the
General Meeting and the Court Hearing as set out above may be waived by Bidco.
It is expected that the Scheme Document, containing further information about
the Acquisition and notices of the Court Meeting and General Meeting, together
with Forms of Proxy, will be published within 28 days of the date of this
Announcement (unless a later date is agreed with the Panel).
Subject to the satisfaction or waiver of all relevant conditions, including
the Conditions and certain further terms set out in Appendix 1 to this
Announcement and to be set out in the Scheme Document, and subject to the
approval and availability of the Court, it is expected that the Scheme will
become Effective in or by Q1 2026. An expected timetable of principal events
relating to the Acquisition will be included in the Scheme Document.
On the Scheme becoming Effective: (i) it will be binding on all Scheme
Shareholders, irrespective of whether or not they attended or voted at the
Court Meeting or the General Meeting (and, if they attended and voted, whether
or not they voted in favour of the Scheme at the Court Meeting or in favour of
or against the Resolutions at the General Meeting); and (ii) share
certificates in respect of Scheme Shares will cease to be valid and should be
returned to Spectris or destroyed and entitlements to Scheme Shares held
within the CREST system will be cancelled. The consideration payable under the
Scheme will be despatched to Scheme Shareholders by Bidco within 14 days of
the Effective Date.
The Scheme will be governed by English law and will be subject to the
jurisdiction of the Court. The Scheme will be subject to the applicable
requirements of the Code, the Panel, the London Stock Exchange, the Court and
the FCA.
14. Cancellation of admission to listing and re-registration as a
private company
It is intended that dealings in Spectris Shares will be suspended shortly
before the Effective Date at a time to be set out in the Scheme Document. It
is further intended that applications will be made to the London Stock
Exchange to cancel trading in Spectris Shares on the Main Market of the London
Stock Exchange, and to the FCA to cancel the listing of Spectris Shares on the
Commercial Companies (Equity Shares) category of the Official List, in each
case with effect from or shortly following the Effective Date.
On the first Business Day after the Effective Date, entitlements to Spectris
Shares held within the CREST system will be cancelled, and share certificates
in respect of Spectris Shares will cease to be valid.
It is also intended that, following the Effective Date, Spectris will be
re-registered as a private limited company under the relevant provisions of
the Companies Act.
15. Interests in Spectris Shares
As at the Last Practicable Date, save for the irrevocable undertakings
referred to in paragraph 9 above and 590,723 Spectris Shares held by GIC (as
at 19 June 2025), neither Bidco, the Bidco Directors, nor, so far as Bidco is
aware, any person acting in concert with Bidco for the purposes of the
Acquisition, had:
(a) any interest in, or right to subscribe for, any relevant
securities of Spectris;
(b) any short position in (whether conditional or absolute and
whether in the money or otherwise), including any short position under a
derivative, any agreement to sell or any delivery obligation or right to
require another person to purchase or take delivery of, any relevant
securities of Spectris;
(c) procured an irrevocable commitment or letter of intent to
accept the terms of the Acquisition in respect of relevant securities of
Spectris;
(d) borrowed or lent, or entered into any financial collateral
arrangements or dealing arrangements in respect of, any relevant securities of
Spectris; or
(e) is party to any Dealing Arrangement in relation to relevant
securities of Spectris.
16. Overseas Shareholders
The availability of the Acquisition and the distribution of this Announcement
to Spectris Shareholders who are not resident in the United Kingdom may be
affected by the laws and regulations of the relevant jurisdiction in which
they are located. Such persons should inform themselves of, and observe, any
applicable legal or regulatory requirements of their jurisdiction. Spectris
Shareholders who are in any doubt regarding such matters should consult an
appropriate independent professional adviser in the relevant jurisdiction
without delay.
Further details in relation to Spectris Shareholders in overseas jurisdictions
will be contained in the Scheme Document.
This Announcement does not constitute an offer for sale of any securities or
an offer or an invitation, or solicitation of an offer, to purchase any
securities. Spectris Shareholders are advised to read carefully the Scheme
Document and related Forms of Proxy once these have been despatched.
17. Documents available on website
Copies of the following documents will be available promptly on Bidco's and
Spectris' websites at https://www.adventinternational.com/company-offer/
(https://www.adventinternational.com/company-offer/) and www.spectris.com
(https://headlandconsultancy-my.sharepoint.com/personal/eevans_headlandconsultancy_com/Documents/Documents/www.spectris.com)
, respectively by no later than 12 noon on the Business Day following the date
of this Announcement, subject to certain restrictions relating to persons
residing in Restricted Jurisdictions until the end of the Offer Period:
(a) this Announcement;
(b) the Confidentiality Agreement;
(c) the Clean Team Agreement;
(d) the Joint Defence Agreement;
(e) the Co-operation Agreement;
(f) the irrevocable undertakings described in Appendix 3 to
this Announcement;
(g) the Bid Conduct Agreement;
(h) the documents relating to the debt financing of the
Acquisition;
(i) the documents relating to the equity funding of the
Acquisition by Advent, CPP Investments, and Auba Investment; and
(j) the consent letters from each of BofA Securities,
Barclays, Goldman Sachs, Rothschild & Co, Morgan Stanley and PJT Partners
referred to in paragraph 19 below.
None of the content of any of the websites referred to in this Announcement
nor the content of any website accessible from hyperlinks is incorporated
into, or forms part of, this Announcement.
18. Reserving the right to proceed by way of a Takeover Offer
Subject to obtaining the consent of the Panel and the terms of the
Co-operation Agreement, Bidco reserves the right to elect to implement the
Acquisition by way of a Takeover Offer as an alternative to the Scheme.
In such event, the Takeover Offer will be implemented on the same terms and
conditions, so far as applicable, as those which would apply to the Scheme
subject to appropriate amendments to reflect the change in method of effecting
the Acquisition, including (without limitation) the inclusion of an acceptance
condition set at a level permitted by the Panel, being in any case more than
50 per cent. of the voting rights normally exercisable at a general meeting of
Spectris, including, for this purpose, any such voting rights attaching to
Spectris Shares that are issued before the Takeover Offer becomes or is
declared unconditional, whether pursuant to the exercise of any outstanding
subscription or conversion rights or otherwise.
19. General
The Acquisition will be subject to the Conditions and other terms set out in
Appendix 1 to this Announcement and to the full terms and conditions which
will be set out in the Scheme Document. The Scheme Document will be despatched
to Spectris Shareholders within 28 days of the date of this Announcement
(unless a later date is agreed with the Panel).
In deciding whether or not to vote or procure votes to approve the Scheme at
the Court Meeting or to vote or procure votes in favour of the Resolutions
relating to the Scheme at the General Meeting in respect of their Spectris
Shares, Spectris Shareholders should rely on the information contained, and
follow the procedures described, in the Scheme Document.
BofA Securities, Barclays, Goldman Sachs, Rothschild & Co, Morgan Stanley
and PJT Partners have each given and not withdrawn their consent to the
publication of this Announcement with the inclusion in this Announcement of
the references to their names in the form and context in which they appear.
The bases and sources for certain financial information contained in this
Announcement are set out in Appendix 2 to this Announcement. Details of
irrevocable undertakings received by Bidco and given by the Spectris Directors
are set out in Appendix 3 to this Announcement. The details and bases of
belief of each of the Spectris Profit Forecasts are contained in Appendix 4.
The defined terms used in this Announcement are set out in Appendix 5 to
this Announcement.
Enquiries
Spectris
Teneo +44 20 7353 4200
(PR Adviser to Spectris)
Martin Robinson
Giles Kernick
Goldman Sachs International +44 20 7774 1000
(Lead Financial Adviser to Spectris)
Anthony Gutman
Nick Harper
Harry Webster
Cara Pazdon
Rothschild & Co +44 20 7280 5000
(Lead Financial Adviser to Spectris)
Ravi Gupta
Sabina Pennings
Alistair Allen
Nick Ivey
BofA Securities +44 20 7628 1000
(Rule 3 Adviser, Joint Financial
Adviser and Corporate Broker to Spectris)
Ed Peel
James Robertson
Rowland Phillips
George Whitlam
Tom Brown
Barclays +44 20 7623 2323
(Joint Financial Adviser and Corporate
Broker to Spectris)
Neal West
Adrian Beidas
Callum West
Eoin Healy
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 73 1136 9804
Stephanie
Ellis
Slaughter and May is acting as legal adviser to Spectris.
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.
The person responsible for arranging the release of this Announcement on behalf of Spectris is Rebecca Dunn, Spectris Head of Corporate Affairs.
Important notices relating to financial advisers
Goldman Sachs International ("Goldman Sachs"), which is authorised by the PRA
and regulated by the FCA and the PRA 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, 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 or otherwise. No representation or warranty, express or implied,
is made by Rothschild & Co as to the contents of this Announcement.
Merrill Lynch International ("BofA Securities"), which is authorised by the
Prudential Regulatory Authority and regulated by the Financial Conduct
Authority and the Prudential Regulatory Authority in the United Kingdom, is
acting exclusively for Spectris and for no one else in connection with the
Acquisition and will not be responsible to anyone other than Spectris for
providing the protections afforded to its clients or for providing advice in
relation to the matters referred to in this Announcement. Neither BofA
Securities, 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 BofA
Securities in connection with this Announcement, any statement contained
herein or otherwise.
Barclays Bank PLC, acting through its investment bank ("Barclays"), which is
authorised by the Prudential Regulation Authority and regulated in the United
Kingdom by the Financial Conduct Authority and the Prudential Regulation
Authority, is acting exclusively for Spectris and no one else in connection
with the Acquisition and will not be responsible to anyone other than Spectris
for providing the protections afforded to clients of Barclays nor for
providing advice in relation to the Acquisition or any other matter referred
to in this Announcement.
In accordance with the Code, normal United Kingdom market practice and Rule
14e-5(b) of the US Exchange Act, Barclays and its affiliates will continue to
act as exempt principal trader in Spectris securities on the London Stock
Exchange. These purchases and activities by exempt principal traders which are
required to be made public in the United Kingdom pursuant to the Code will be
reported to a Regulatory Information Service and will be available on the
London Stock Exchange website at www.londonstockexchange.com
(https://url.uk.m.mimecastprotect.com/s/94QRCQNZAsm7xL1FxfBhGNSuz?domain=londonstockexchange.com)
. This information will also be publicly disclosed in the United States to the
extent that such information is made public in the United Kingdom.
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 (or, if the Acquisition is implemented by
way of a Takeover Offer, the Takeover 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 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. 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.
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. 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 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 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 US
Exchange Act, Morgan Stanley (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.
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.
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 Appendix 4
of this Announcement.
Other than the Spectris Profit Forecasts, 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.
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
(https://headlandconsultancy-my.sharepoint.com/personal/eevans_headlandconsultancy_com/Documents/Documents/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.
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.
APPENDIX 1
CONDITIONS TO AND CERTAIN FURTHER TERMS OF THE ACQUISITION
The Acquisition will be subject to the terms and conditions set out in this
Appendix and in the Scheme Document.
Part A
1. Long Stop Date
The Acquisition is conditional on the Scheme becoming unconditional and
Effective, subject to the Code, by no later than 11.59 p.m. (London Time) on
the Long Stop Date.
2. Scheme approval
The Scheme will be subject to the following conditions:
(a) (i) its approval by a majority in number of
Scheme Shareholders who are on the register of members of Spectris at the
Scheme Voting Record Time and who, in each case, are present and vote, whether
in person or by proxy, at the Court Meeting and who represent not less than 75
per cent. in value of the Scheme Shares held by those Scheme Shareholders (or
the relevant class or classes thereof, if applicable); and
(ii) such Court Meeting (and any separate class meeting which
may be required by the Court) being held on or before the 22(nd) day after 15
September 2025 (or such later date as: (a) Bidco and Spectris may agree; or
(b) (in a competitive situation) as may be specified by Bidco with the consent
of the Panel, and in each case that, if so required, the Court may allow);
(b) (i) the Resolutions being duly passed by the
requisite majority or majorities of Spectris Shareholders at the General
Meeting; and
(ii) the General Meeting being held on or before the 22(nd) day
after 15 September 2025 (or such later date as: (a) Bidco and Spectris may
agree or: (b) (in a competitive situation) as may be specified by Bidco with
the consent of the Panel, and in each case that, if so required, the Court may
allow); and
(c) (i) the sanction of the Scheme by the Court
(with or without modification but subject to any such modification being
acceptable to Bidco and Spectris) (the "Court Sanction") and the delivery of a
copy of the Court Order to the Registrar of Companies; and
(ii) the Sanction Hearing being held on or before the 22nd day
after the expected date of the Sanction Hearing to be set out in the Scheme
Document in due course (or such later date, if any as: (a) Bidco and Spectris
may agree; or (b) (in a competitive situation) as may be specified by Bidco
with the consent of the Panel, and in each case that, if so required, the
Court may allow).
In addition, subject as stated in Part B below and to the requirements of
the Panel, the Acquisition will be conditional on the following Conditions
and, accordingly, the necessary actions to make the Scheme Effective will not
be taken unless the following Conditions (as amended, if appropriate) have
been satisfied or, where relevant, waived:
3. Antitrust
(a) European Union
the European Commission issuing a decision on terms reasonably satisfactory to
Bidco, under Articles 6(1)(a), 6(1)(b), 6(2), 8(1) or 8(2) of Council
Regulation (EC) 139/2004 (as amended) (the "Regulation"), in relation to the
Acquisition or any matter arising from or relating to the Acquisition (or
being deemed to have taken such a decision under Article 10 of the
Regulation);
(b) United States
insofar as the Acquisition satisfies the premerger notification thresholds
identified in the United States Hart-Scott-Rodino Antitrust Improvements Act
of 1976, as amended (the "HSR Act"): all filings having been made and all or
any applicable waiting periods (including any extensions thereof or any time
periods set forth in any timing agreements with the United States antitrust
authorities) under the HSR Act and the rules and regulations thereunder having
expired, lapsed or been terminated as appropriate in each case in respect of
the Acquisition, or any matters arising from the Acquisition; and no law,
injunction (whether temporary, preliminary or permanent), or legal order
having been enacted, entered, promulgated or enforced by any United States
federal or state court or antitrust authority of Competent jurisdiction which
prevents, makes illegal, prohibits, restrains or enjoins the consummation of
the Acquisition;
(c) China
China's State Administration for Market Regulation ("SAMR") issuing a notice
confirming that it will not conduct further review of the Acquisition or
approving the Acquisition with or without conditions, on terms reasonably
satisfactory to Bidco; or the applicable review period pursuant to the PRC
Anti-Monopoly Law, including any extension of such period, having elapsed and
no prohibitions having been raised or restrictive conditions that are not on
terms reasonably satisfactory to Bidco having been imposed by SAMR in relation
to the Acquisition;
(d) Germany
in relation to the indirect investment in Spectris by CPP Investments, by its
subsidiary CPPIB Investor in Bidco (the "CPPIB Investment"), the German
Federal Cartel Office (Bundeskartellamt) (i) having rejected jurisdiction, or
(ii) having cleared the transaction on terms reasonably satisfactory to CPPIB
Investor, or (iii) being deemed to have granted clearance (such as for the
lapse of waiting periods), in relation to the CPPIB Investment under Sections
35 et seq. of the German Act against Restraints of Competition (Gesetz gegen
Wettbewerbsbeschränkungen);
(e) United Kingdom
either:
(i) as at the date on which all other Conditions (with the
exception of the Conditions set out in paragraphs 1 and 2(c)(i) of Part A of
this Appendix 1) are satisfied or waived, the CMA not having:
(A) requested submission of a merger notice in relation to the
Acquisition;
(B) given notice to either party that it intends to carry out an
investigation to determine whether to make a reference within the meaning of
section 33 of the Enterprise Act 2002 (the "EA") (a "Phase 1 Investigation")
in relation to the Acquisition; or
(C) indicated that the statutory review period in which the CMA
has to decide whether to make a reference in relation to the Acquisition under
section 34ZA of the EA has begun; or
(ii) if the CMA opens a Phase 1 Investigation into the
Acquisition, confirmation that the Acquisition will not be subject to a
reference under section 33 or section 45 of the EA (a "Phase 2 CMA
Reference"); or
(iii) in the event that a Phase 2 CMA Reference is made in
relation to the Acquisition, confirmation from the CMA (or as the case may be,
the Secretary of State) either:
(A) that the Acquisition may proceed without any undertakings or
conditions; or
(B) the Acquisition and any matter arising from or relating to the
Acquisition may proceed on terms reasonably satisfactory to Bidco.
4. Foreign direct investment and national security
(a) United Kingdom
(i) if the Acquisition is a notifiable acquisition under the
NSI Act, the requisite notification having been made and the Secretary of
State either (A) confirming that no further action will be taken under the NSI
Act in relation to the Acquisition, or (B) making a final order under the NSI
Act in respect of the Acquisition, the provisions of which allow the
Acquisition to proceed on terms reasonably satisfactory to Bidco; or
(ii) if, prior to the date on which all other Conditions are
satisfied or waived, the Secretary of State issues a call-in notice within the
meaning of the NSI Act in relation the Acquisition, the Secretary of State:
(A) confirming that no further action will be taken under the NSI Act in
relation to the Acquisition; or (B) making a final order under the NSI Act in
respect of the Acquisition, the provisions of which allow the Acquisition to
proceed on terms reasonably satisfactory to Bidco.
(b) United States
notice of the CPPIB Investment having been made to the Committee on Foreign
Investment in the United States; and
(i) written notice having been received from CFIUS that CFIUS
has concluded its review (or, if applicable, investigation) of the CPPIB
Investment under section 721 of the Defense Production Act of 1950 (as
amended) (including all implementing regulations thereof, the "DPA") and
determined that: (1) the CPPIB Investment is not a "covered transaction" (as
defined under the DPA), or (2) there are no unresolved national security
concerns with respect to the CPPIB Investment; or
(ii) CFIUS having sent a report regarding the CPPIB Investment
to the President of the United States (the "President"), and: (1) the
President having announced a decision to take no action to suspend or prohibit
the CPPIB Investment, or (2) the period under the DPA during which the
President may announce a decision to take action to suspend or prohibit the
CPPIB Investment having expired without any such action being announced or
taken.
(c) Australia
either: (A) Bidco having received written notice from the Commonwealth
Treasurer (or his delegate) under the Australian Foreign Acquisitions and
Takeovers Act 1975 (Cth) or its successor legislation ("FATA") to the effect
that the Commonwealth Government does not object to the Acquisition, on either
an unconditional basis or subject to conditions reasonably satisfactory to
Bidco; or (B) following notice of the Acquisition having been given by Bidco
under FATA, the Commonwealth Treasurer (or his delegate) ceasing to be
empowered to make an order in respect of the Acquisition due to the expiry of
the applicable statutory waiting period under Division 2 of Part 3 of FATA.
(d) Austria
insofar as the Acquisition constitutes a notifiable transaction pursuant to
the Austrian Investment Control Act (the "ICA"), the Austrian Federal Ministry
for Economy, Energy and Tourism: (A) having granted a legally binding
non-jurisdiction decision or such a decision being deemed to have been
granted; (B) having granted unconditional and legally binding clearance under
the ICA; (C) having granted unconditional and legally binding clearance by
means of the expiry of the deadline provided by the ICA for the review of the
Acquisition without the adoption of an express decision; or (D) having granted
conditional clearance under the ICA on terms reasonably satisfactory to Bidco.
(e) Belgium
insofar as the Acquisition constitutes a notifiable transaction within the
meaning of Article 4 of the Belgian Cooperation Agreement of 30 November 2022
establishing a foreign direct investment screening mechanism (the "Belgian
Cooperation Agreement"), the Interfederal Screening Commission (the "ISC"):
(A) having granted (or being deemed as of right, or by operation of the
Belgian Cooperation Agreement, to have been granted by the ISC) unconditional
clearance under the Belgian Cooperation Agreement; (B) having granted
unconditional clearance by means of the expiry of the deadline provided by the
Belgian Cooperation Agreement for the review of the Acquisition without the
adoption of an express decision; or (C) having granted (or being deemed as of
right, or by operation of the Belgian Cooperation Agreement, to have been
granted by the ISC) conditional clearance under the Belgian Cooperation
Agreement on terms reasonably satisfactory to Bidco.
(f) Denmark
insofar as the Acquisition constitutes a notifiable transaction pursuant to
the Consolidated Act No. 1256 of 27 October 2023 on Screening of Certain
Foreign Direct Investments in Denmark as amended and supplemented ("Danish FDI
Law"), the Danish Business Authority: (A) having granted unconditional
clearance under the Danish FDI law; (B) having granted conditional clearance
under the Danish FDI Law on terms reasonably satisfactory to Bidco; or (C)
having confirmed that it does not assume jurisdiction over the Acquisition.
(g) France
either: (A) the necessary authorisation of the Acquisition by the French
Minister for Economy pursuant to Articles L. 151-3 et seq. and/or R. 151-1 et
seq. of the French Monetary and Financial Code has been obtained, either on an
unconditional basis or subject to conditions reasonably satisfactory to Bidco;
or (B) a no-action letter per which the French Minister for Economy confirms
that the Acquisition does not fall within the scope of Article L. 151-3 of the
French Monetary and Financial Code has been obtained.
(h) Germany
the German Federal Ministry for Economic Affairs and Energy (Bundesministerium
für Wirtschaft und Energie - "BMWE"): (A) having cleared the Acquisition,
either on an unconditional basis or subject to conditions reasonably
satisfactory to Bidco; or (B) having granted a certificate of non-objection;
or (C) the applicable review periods having expired or elapsed without the
BMWE having delivered a decision to either open formal review proceedings or
to prohibit the Acquisition; or (D) has confirmed that it does not assume
jurisdiction over the Acquisition.
(i) Ireland
insofar as the Acquisition constitutes a notifiable transaction pursuant to
the Screening of Third Country Transactions Act 2023 ("Irish FDI Law"), a
notification to the Minister for Enterprise, Trade and Employment (the "Irish
FDI Minister") having been made and either: (A) the Irish FDI Minister having
issued a screening decision that the Acquisition does not affect, or would not
be likely to affect, the security or public order of Ireland; (B) the Irish
FDI Minister having issued a screening decision that the Acquisition affects,
or would be likely to affect, the security or public order of Ireland but
makes a direction to the effect that the Acquisition may be completed subject
to conditions that are reasonably satisfactory to Bidco; (C) the Irish FDI
Minister having elected not to issue a screening notice on the grounds that
the Acquisition does not constitute a notifiable transaction; or (D) any
applicable time period within which the Irish FDI Minister is required to
issue a screening decision pursuant to the Irish FDI Law having expired such
that the Acquisition is deemed to be subject to a screening decision to the
effect that it has not affected, or would not be likely to affect, the
security or public order of Ireland.
(j) Italy
insofar as the Acquisition constitutes a notifiable transaction pursuant to
Article 1 or Article 2 of Italian Law Decree No. 21/2012, converted by Italian
Law No. 56/2012 ("Italian FDI Law"), the Italian Presidency of the Council of
Ministers ("Presidency"): (A) having granted unconditional clearance under the
Italian FDI law or having declared that the Acquisition does not fall within
the scope of the Italian FDI Law; (B) having granted unconditional clearance
by means of the expiry of the deadline provided by the Italian FDI Law for the
review of the Acquisition without the adoption of an express decision; or (C)
having granted conditional clearance under the Italian FDI Law on terms
reasonably satisfactory to Bidco.
(k) The Netherlands
insofar as the Acquisition constitutes a notifiable transaction pursuant to
the Dutch National Security Investments, Mergers, and Acquisitions Act (the
"Vifo Act"), the Dutch Bureau Toetsing Investeringen: (A) having issued a
written statement or decision that the execution and performance of this
Agreement does not fall within the scope of the Vifo Act; (B) having rendered
a decision that no approval, authorisation, consent, waiver or clearance is
required under the Vifo Act; (C) having rendered a decision giving the
approval, authorisation, consent, waiver or clearance required under the Vifo
Act; (D) having granted unconditional clearance by means of the expiry of the
deadline provided by the Vifo Act for the review of the Acquisition without
the adoption of an express decision; or (E) having granted conditional
clearance under the Vifo Act on terms reasonably satisfactory to Bidco.
(l) Spain
insofar as the Acquisition constitutes a notifiable transaction pursuant to
Spanish Law 19/2003 and Royal Decree 571/2003 (the "Spanish FDI Laws"),
either: (A) the Spanish Council of Ministers or the Directorate General on
International Trade and Investment (the "DGITI") or Directorate General of
Arms and Materials (the "DGAM"), as applicable, having granted unconditional
authorisation under the Spanish FDI Laws; (B) the DGITI or the DGAM or any
applicable Spanish authority pursuant to the Spanish FDI Laws issuing a
binding resolution stating that no authorisation is required for the
Acquisition pursuant to the Spanish FDI Laws; or (C) the Spanish Council of
Ministers or the DGITI or the DGAM, as applicable, having granted conditional
clearance under the Spanish FDI Laws on terms reasonably satisfactory to
Bidco.
(m) Sweden
insofar as the Acquisition constitutes a notifiable transaction under the
Swedish FDI Act (Sw. lagen (2023:560) om granskning av utländska
direktinvesteringar), the requisite notification having been made and the
Inspectorate of Strategic Products either (A) having confirmed that no further
action will be taken under the Swedish FDI Act in relation to the Acquisition,
or (B) having granted an approval decision under the Swedish FDI Act in
respect of the Acquisition, the provisions of which allow the Acquisition to
proceed either unconditionally or conditionally on terms reasonably
satisfactory to Bidco.
5. Notifications, waiting periods and authorisations
(a) other than in respect of or in connection with the matters
referred to in Conditions 3 or 4 above, all:
(i) notifications, filings or applications in any jurisdiction
which are necessary having been made;
(ii) waiting periods (including any extensions thereof) under
any applicable legislation or regulation of any jurisdiction which are
necessary having expired, lapsed or been terminated (as appropriate); and
(iii) necessary statutory or regulatory obligations in any
jurisdiction having been complied with,
in each case in respect of the Acquisition including, without limitation, the
proposed direct or indirect acquisition of any shares or other securities in,
or control of, Spectris or any member of the Wider Spectris Group by any
member of the Wider Bidco Group;
(b) other than in respect of or in connection with the matters
referred to in Conditions 3 or 4 above, all material Authorisations which
are necessary in any jurisdiction in respect of the Acquisition including,
without limitation, the proposed direct or indirect acquisition of any shares
or other securities in, or control of, Spectris or any member of the Wider
Spectris Group by any member of the Wider Bidco Group (other than pursuant to
Chapter 3 of Part 28 of the Companies Act) having been obtained in terms and
in a form reasonably satisfactory to Bidco from all appropriate Third Parties
or persons with whom any member of the Wider Spectris Group has entered into
contractual arrangements; and
(c) other than in respect of or in connection with the matters
referred to in Conditions 3 or 4 above, all Authorisations which are necessary
to carry on the business of any member of the Wider Spectris Group having been
obtained and remaining in full force and effect and all filings necessary for
such purpose having been made and there being no notice or intimation of any
intention to revoke, suspend, restrict, modify or not to renew any of the
same.
6. General antitrust and regulatory
No Third Party having given notice of a decision to take, institute, implement
or threaten any action, proceeding, suit, investigation, enquiry or reference
(and, in each case, not having withdrawn the same), or having required any
action to be taken or otherwise having done anything, or having enacted, made
or proposed any statute, regulation, decision, order or change to published
practice (and, in each case, not having withdrawn the same), and there not
continuing to be outstanding any statute, regulation, decision or order, which
in each case is or would reasonably be expected to:
(a) require, prevent or materially delay the divestiture, or
materially alter the terms envisaged for any proposed divestiture by any
member of the Wider Bidco Group or any member of the Wider Spectris Group of
all or any material portion of their respective businesses, assets or property
or impose any material limitation on the ability of any of them to conduct
their respective businesses (or any part of them) or to own, control or manage
any of their respective assets or properties or any part thereof which, in any
such case, is material in the context of the Wider Bidco Group or the Wider
Spectris Group in each case taken as a whole;
(b) require, prevent or delay, or materially alter the terms
envisaged for, any proposed divestiture by any member of the Wider Bidco Group
of any shares or other securities in any member of the Wider Spectris Group or
member of the Wider Bidco Group;
(c) impose any material limitation on, or result in a material
delay in, the ability of any member of the Wider Bidco Group to acquire or to
hold or to exercise effectively, in each case directly or indirectly, all or
any rights of ownership in respect of shares or loans or securities
convertible into shares or any other securities (or the equivalent) in any
member of the Wider Spectris Group or to exercise voting or management control
over any such member, in each case to an extent which is material in the
context of the Wider Bidco Group or the Spectris Group in each case taken as a
whole;
(d) otherwise materially adversely affect any or all of the
business, assets, profits or prospects of member of the Wider Bidco Group or
of any member of the Wider Spectris Group, in each case to an extent which is
material in the context of the Wider Bidco Group or the Spectris Group in each
case taken as a whole;
(e) make the Acquisition or the acquisition or proposed
acquisition by Bidco or any member of the Wider Bidco Group of any shares or
other securities in, or control or management of Spectris void, illegal,
and/or unenforceable under the laws of any relevant jurisdiction, or
otherwise, directly or indirectly, materially restrain, restrict, prohibit or
materially delay the same, or impose additional material conditions or
obligations with respect thereto, or otherwise materially challenge, impede or
interfere with the Acquisition or any part thereof;
(f) require (save as envisaged in the terms of the Acquisition
or sections 974 to 991 (inclusive) of the Companies Act) any member of the
Wider Bidco Group or the Wider Spectris Group to acquire or to offer to
acquire any shares or other securities (or the equivalent) or interest in any
member of the Wider Spectris Group or any asset owned by any third party which
is material in the context of the Wider Bidco Group or the Wider Spectris
Group, in each case taken as a whole;
(g) impose any material limitation on in the ability of any
member of the Wider Bidco Group to conduct, integrate or coordinate its
business, or any part of it, with the businesses or any part of the businesses
of any other member of the Wider Spectris Group in a manner which is
materially adverse in the context of the Wider Bidco Group or Wider Spectris
Group, in each case taken as a whole;
(h) result in any member of the Wider Spectris Group or any
member of the Wider Bidco Group ceasing to be able to carry on business under
any name under which it presently does so to an extent which is material in
the context of the Wider Spectris Group and/or Wider Bidco Group or in the
context of the Acquisition, or
(i) and all applicable waiting and other time periods
(including any extensions thereof) during which any such Third Party could
decide to take, institute, implement or threaten any action, proceeding, suit,
investigation, enquiry or reference or any other step under the laws of any
jurisdiction in respect of the Acquisition or the acquisition or proposed
acquisition of any Spectris Shares or otherwise intervene having expired,
lapsed or been terminated.
7. Certain matters arising as a result of any arrangement,
agreement, etc.
Except as Disclosed, there being no provision of any agreement, arrangement,
licence, permit, lease, franchise or other instrument to which any member of
the Wider Spectris Group is a party or by or to which any such member or any
of its assets is or may be bound, entitled or subject, or any event or
circumstance which, in each case as a consequence of the Acquisition or the
proposed acquisition of any shares or other securities (or equivalent) in
Spectris or because of a change in the control of any member of the Wider
Spectris Group or otherwise, would or would reasonably be expected to result
in (in each case to an extent which is or would be material and adverse in the
context of the Wider Spectris Group taken as a whole):
(a) any monies borrowed by or any other indebtedness or
liabilities (actual or contingent) of, or grant available to any member of the
Wider Spectris Group, being or becoming repayable or capable of being declared
repayable immediately or earlier than their or its stated maturity date or
repayment date or the ability of any such member to borrow monies or incur any
indebtedness being withdrawn or inhibited or being capable of becoming or
being withdrawn or inhibited;
(b) any such agreement, arrangement, licence, permit, lease,
franchise or other instrument or the rights, liabilities, obligations or
interests of any member of the Wider Spectris Group thereunder being
terminated or adversely modified or affected or any onerous obligation or
liability arising or any adverse action being taken or arising thereunder;
(c) any assets or interests of any such member being or falling
to be disposed of or charged or ceasing to be available to any member of the
Wider Spectris Group or any right arising under which any such asset or
interest could be required to be disposed of or charged or could cease to be
available to any such member other than in the ordinary course of business;
(d) other than in the ordinary course of business, the creation
or enforcement of any mortgage, charge or other security interest over the
whole or any part of the business, property, assets or interest of any member
of the Wider Spectris Group or any such mortgage, charge or other security
interest (whenever arising or having arisen) becoming enforceable;
(e) the rights, liabilities, obligations or interests of any
member of the Wider Spectris Group under any agreement, arrangement, licence,
permit, lease, franchise or other interest in, or the business or interests of
any such member with, any person, firm, company or body (or any arrangement or
arrangements relating to any such interest or business) being or likely to
become terminated, adversely modified or affected;
(f) the value or the financial or trading position or prospects
of any member of the Wider Spectris Group being prejudiced or adversely
affected;
(g) any member of the Wider Spectris Group ceasing to be able to
carry on business under any name under which it presently does so;
(h) save as set out in the Co-operation Agreement, any liability
of any member of the Wider Spectris Group to make any severance, termination,
bonus or other payment to any of its directors or other officers, save in the
ordinary course of business;
(i) the creation or acceleration of any liability, actual or
contingent, by any member of the Wider Spectris Group (including any tax
liability or any obligation to obtain or acquire any Authorisation from any
Third Party or any person) other than trade creditors or other liabilities
incurred in the ordinary course of business; or
(j) save in connection with the Spectris Share Plans, any
requirement on any member of the Wider Spectris Group to acquire, subscribe,
pay up or repay any shares or other securities (or the equivalent),
and, except as Disclosed, no event having occurred which, under any provision
of any agreement, arrangement, licence, permit, lease, franchise or other
instrument to which any member of the Wider Spectris Group is a party or by or
to which any such member or any of its assets may be bound, entitled or
subject, would or might reasonably be expected to result in any of the events
or circumstances as are referred to in paragraphs (a) to (j) of this
Condition.
8. Certain events occurring since Last Accounts Date
Except as Disclosed, no member of the Wider Spectris Group having, since the
Last Accounts Date:
(a) issued or agreed to issue, authorised or proposed or
announced its intention to authorise or propose, the issue of additional
shares of any class or transferred or sold or agreed to transfer or sell or
authorised or proposed the transfer or sale of any shares out of treasury,
save as between Spectris and wholly-owned subsidiaries of Spectris or pursuant
to the exercise of options and vesting of awards granted under the Spectris
Share Plans in accordance with the rules thereof (including by the issue or
transfer out of treasury of Spectris Shares);
(b) issued, or agreed to issue, authorised or proposed or
announced its intention to authorise or propose the issue of securities
convertible into shares of any class or rights, warrants or options to
subscribe for, or acquire, any such shares or convertible securities save as
between Spectris and wholly-owned subsidiaries of Spectris or for the grant of
options and awards and other rights under the Spectris Share Plans in
accordance with the rules thereof;
(c) recommended, declared, paid or made or proposed to
recommend, declare, pay or make any bonus issue, dividend or other
distribution (whether payable in cash or otherwise), other than dividends (or
other distributions) paid or made by any wholly-owned subsidiary of Spectris
to Spectris or any of its wholly-owned subsidiaries and each of the Permitted
Dividend and the FY24 Final Dividend;
(d) save for the Acquisition and any transactions between
Spectris and its wholly-owned subsidiaries or between such wholly-owned
subsidiaries, authorised, implemented or announced any merger, demerger,
reconstruction, amalgamation or scheme or acquired or disposed of or
transferred, mortgaged, charged or created any security interest over any
assets or any right, title or interest in any asset (including shares and
trade investments or the equivalent thereof) or authorised or proposed or
announced any intention to propose any merger, demerger, reconstruction,
amalgamation, scheme, acquisition, disposal, transfer, mortgage, charge or
security interest, in each case, other than in the ordinary course of business
or which is material and adverse in the context of the Wider Spectris Group
taken as whole;
(e) save for transactions between Spectris and its wholly-owned
subsidiaries or between such wholly-owned subsidiaries, made or authorised or
proposed or announced an intention to propose any material and adverse change
in its loan capital (or the equivalent thereof);
(f) issued, authorised or proposed the issue of, or made any
change in or to, any debentures or (save for transactions between Spectris and
its wholly-owned subsidiaries or between such wholly-owned subsidiaries or in
the ordinary course of business), incurred or increased any indebtedness or
become subject to or increased any liability (actual or contingent);
(g) purchased, redeemed or repaid or announced any proposal to
purchase, redeem or repay any of its own shares or other securities or reduced
or, save in respect to the matters mentioned in paragraph (a) or (b) above,
made any other change to any part of its share capital;
(h) entered into or varied or authorised, proposed or announced
its intention to enter into or vary any material contract, arrangement,
agreement, transaction or commitment (whether in respect of capital
expenditure or otherwise) which is of a long-term, onerous or unusual nature
or magnitude or which is or is likely to be materially restrictive on the
businesses of any member of the Wider Spectris Group or the Wider Bidco Group
and which, in any such case, is material in the context of the Wider Spectris
Group taken as a whole;
(i) been unable or deemed unable, or admitted in writing that
it is unable, to pay its debts as they fall due or having stopped or suspended
(or threatened to stop or suspend) payment of its debts generally or ceased or
threatened to cease carrying on all or a substantial part of its business;
(j) other than in respect of a member of the Wider Spectris
Group which is dormant and was solvent at the relevant time, taken or proposed
any corporate action or steps or had any legal proceedings started or
threatened against it in relation to the suspension of payments, a moratorium
of any indebtedness, its winding-up (voluntary or otherwise), dissolution or
reorganisation or for the appointment of a receiver, administrative receiver,
administrator, manager, trustee or similar officer of all or any of its assets
or revenues or any analogous or equivalent steps or proceedings in any
jurisdiction or appointed any analogous or equivalent person in any
jurisdiction or had any such person appointed which is material in the context
of the Wider Spectris Group taken as a whole;
(k) commenced negotiations with any of its creditors or taken
any step, in each case in connection with financial difficulties of the Wider
Spectris Group, with a view to rescheduling or restructuring any of its
indebtedness or entered into a composition, compromise, assignment or
arrangement with any of its creditors whether by way of a voluntary
arrangement, scheme of arrangement, deed of compromise or otherwise, or
entered into any agreement with any of its creditors to refinance, reschedule
or restructure any of its indebtedness which is material in the context of the
Wider Spectris Group taken as a whole;
(l) other than in respect of claims between Spectris and
wholly-owned subsidiaries of Spectris or between such wholly-owned
subsidiaries, waived, settled or compromised any claim (otherwise than in the
ordinary course of business), which is material in the context of the Wider
Spectris Group taken as a whole;
(m) made any alteration to its constitutional or other governing
or incorporation documents (other than in connection with the Scheme);
(n) except in relation to changes made or agreed as a result of,
or arising from, law or changes to applicable law, made or agreed or consented
to any change to:
(i) the terms of the trust deeds, scheme rules or other
documentation constituting the pension scheme(s) established by any member of
the Wider Spectris Group for its directors, employees or their dependents;
(ii) the contributions payable to any such scheme(s) or to the
benefits which accrue or to the pensions which are payable thereunder;
(iii) the basis on which qualification for, or accrual or
entitlement to, such benefits or pensions are calculated or determined; or
(iv) the basis upon which the liabilities (including pensions) of
such pension schemes are funded, valued, made, agreed or consented to,
in each case, which has or is reasonably likely to have a material adverse
effect on the Wider Spectris Group taken as a whole;
(o) other than as detailed in the Co-operation Agreement,
proposed, agreed to provide or modified the terms of any of the Spectris Share
Plans or other benefit constituting a material change relating to the
employment or termination of employment of a material category of persons
employed by the Wider Spectris Group or which constitutes a material change to
the terms or conditions of employment of any senior employee of the Wider
Spectris Group, save as agreed by the Panel (if required) and by Bidco, or
entered into or changed the terms of (or made any offer (which remains open
for acceptance) to enter into or change the terms of) any contract, service
agreement, commitment or arrangement with any director or, except for salary
increases, bonuses or variations of terms in the ordinary course, senior
executive of any member of the Wider Spectris Group, in each case which is
material in the context of the Wider Spectris Group taken as a whole;
(p) terminated or varied the terms of any agreement or
arrangement between any member of the Wider Spectris Group and any other
person in a manner which would or might reasonably be expected to have a
material adverse effect on the financial position of the Wider Spectris Group
taken as a whole;
(q) entered into, implemented or authorised the entry into, any
joint venture, asset or profit sharing arrangement, partnership or merger of
business or corporate entities which, is material in the context of the Wider
Spectris Group taken as a whole;
(r) on or after the date of this Announcement, and other than
with the consent of Bidco, taken (or agreed or proposed to take) any action
which requires, or would require, the consent of the Panel or the approval of
Spectris Shareholders in a general meeting in accordance with, or as
contemplated by, Rule 21.1 of the Code; or
(s) entered into any contract, commitment, arrangement or
agreement or passed any resolution or made any offer (which remains open for
acceptance) with respect to or announced any intention to, or to propose to,
effect any of the transactions, matters or events referred to in this
Condition;
9. No adverse change, litigation or regulatory enquiry
Except as Disclosed, since the Last Accounts Date:
(a) no adverse change or deterioration having occurred and no
circumstances having arisen which would or might reasonably be expected to
result in any adverse change in the business, assets, financial or trading
position, profits, prospects or operational performance of any member of the
Wider Spectris Group which, in any such case, is material in the context of
the Spectris Group taken as a whole;
(b) no litigation, arbitration proceedings, prosecution or other
legal proceedings to which any member of the Wider Spectris Group is or may
become a party (whether as a claimant, defendant or otherwise) and no enquiry,
review or investigation by, or complaint or reference to, any Third Party or
other investigative body against or in respect of any member of the Wider
Spectris Group, having been instituted, announced, implemented or threatened
by or against or remaining outstanding in respect of any member of the Wider
Spectris Group which in any such case has had or might reasonably be expected
to have a material adverse effect on the Wider Spectris Group taken as a
whole;
(c) no contingent or other liability of any member of the Wider
Spectris Group having arisen or become apparent to Bidco or increased other
than in the ordinary course of business which has had or might reasonably be
expected to affect the business, assets, financial or trading position,
profits or prospects of any member of the Wider Spectris Group to an extent
which is material in the context of the Wider Spectris Group taken as a whole
or in the context of the Acquisition;
(d) no member of the Wider Spectris Group having conducted its
business in breach of any applicable laws and regulations which in any case is
material in the context of the Spectris Group taken as a whole; and
(e) no steps having been taken and no omissions having been made
which are reasonably likely to result in the withdrawal, cancellation,
termination or modification of any Authorisation held by any member of the
Wider Spectris Group which is necessary for the proper carrying on for its
business and the withdrawal, cancellation, termination or modification of
which has had or might reasonably be expected to have a material adverse
effect on the Wider Spectris Group taken as a whole.
10. No discovery of certain matters
(a) Except as Disclosed, Bidco not having discovered that, in
each case to an extent which is material in the context of the Spectris Group
taken as a whole:
(i) any financial, business or other information concerning
the Wider Spectris Group publicly disclosed at any time by or on behalf of any
member of the Wider Spectris Group prior to the date of this Announcement is
materially misleading, contains a material misrepresentation of fact or omits
to state a fact necessary to make that information not misleading; or
(ii) any member of the Wider Spectris Group is subject to any
liability (actual or contingent).
(b) Except as Disclosed, Bidco not having discovered that, in
each case to an extent which is material in the context of the Spectris Group
taken as a whole:
(i) any past or present member of the Wider Spectris Group has
failed to comply with any and/or all applicable legislation, regulation or
other requirement, of any jurisdiction or any Authorisations with regard to
the use, treatment, handling, storage, carriage, disposal, spillage, release,
discharge, leak or emission of any waste or hazardous substance or any
substance likely to impair the environment (including property) or harm human
health or animal health or otherwise relating to environmental matters or the
health and safety of humans, or that there has otherwise been any such use,
treatment, handling, storage, carriage, disposal, spillage, release,
discharge, leak or emission (whether or not the same constituted a
non-compliance by any person with any such legislation or regulations or other
requirement, and wherever the same may have taken place) any of which storage,
carriage, disposal, spillage, release, discharge, leak or emission would be
likely to give rise to any liability (actual or contingent) or cost on the
part of any member of the Wider Spectris Group;
(ii) there is, or is reasonably likely to be, any obligation or
liability (actual or contingent) of any past or present member of the Wider
Spectris Group (or on its behalf) to make good, remediate, repair, reinstate
or clean up any property, asset or any controlled waters now or previously
owned, occupied, operated or made use of or controlled by any such past or
present member of the Wider Spectris Group (or on its behalf) or by any person
for which a member of the Wider Spectris Group is or has been responsible, or
in which any such member may have or previously have had or be deemed to have
had an interest, under any environmental legislation, common law, regulation,
notice, circular, Authorisation or order of any Third Party in any
jurisdiction or to contribute to the cost thereof or associated therewith or
indemnify any person in relation thereto;
(iii) circumstances exist (whether as a result of the making of
the Acquisition or otherwise) which would be reasonably likely to lead to any
Third Party instituting, or whereby any member of the Bidco Group or any
present or past member of the Wider Spectris Group would be reasonably likely
to be required to institute, an environmental audit or take any other steps
which would in any such case be reasonably likely to result in any liability
(whether actual or contingent) to improve, modify existing or install new
plant, machinery or equipment or carry out changes in the processes currently
carried out or make good, remediate, repair, re-instate or clean up any land
or other asset or property of any description currently or previously owned,
occupied or made use of by any past or present member of the Wider Spectris
Group (or on its behalf) or by any person for which a member of the Wider
Spectris Group is or has been responsible, or in which any such member may
have or previously have had or be deemed to have had an interest; or
(iv) circumstances exist whereby a person or class of persons
would be reasonably likely to have any claim or claims in respect of any
product or process of manufacture or materials used therein currently or
previously manufactured, sold or carried out by any past or present member of
the Wider Spectris Group.
11. Anti-corruption, economic sanctions, criminal property and
money laundering
Except as Disclosed, Bidco not having discovered that:
(a) any past or present member, director, officer or employee of
the Wider Spectris Group or any person that performs or has performed services
for or on behalf of the Wider Spectris Group is or has at any time engaged in
any activity, practice or conduct which would constitute an offence under the
Bribery Act 2010, the U.S. Foreign Corrupt Practices Act of 1977 or any other
applicable anti-corruption or anti-bribery law, rule or regulation or any
other applicable law, rule or regulation concerning improper payments or
kickbacks;
(b) any asset of any member of the Wider Spectris Group
constitutes criminal property as defined by section 340(3) of the Proceeds of
Crime Act 2002 (but disregarding paragraph (b) of that definition) or proceeds
of crime under any other applicable law, rule or regulation concerning money
laundering or proceeds of crime or any member of the Wider Spectris Group is
found to have engaged in activities constituting money laundering under the
Proceeds of Crime Act 2002 or any other applicable law, rule or regulation
concerning money laundering;
(c) (i) any member of the Wider Spectris Group or any past or
present member, director, officer or employee of the Wider Spectris Group, or
any other person for whom any such person may be liable or responsible, is or
has engaged in any transaction or conduct which would cause any member of the
Wider Spectris Group to be in breach of (or would cause Bidco or any member of
the Wider Bidco Group to be in breach of or to be reasonably likely to become
the subject of sanctions under, following completion of the Acquisition)
applicable economic sanctions of the UK, the United Nations, the U.S., the
European Union or any of its member states or any other Relevant Authority
including those administered by the United States Office of Foreign Assets
Control or HM Treasury, save that this shall not apply if and to the extent
that it is or would be unenforceable by reason of breach of any applicable
Blocking Law; or (ii) any past or present member, director, officer or
employee of the Wider Spectris Group or any other person for whom any such
person may be liable or responsible, has knowingly dealt with, made any
investments in, made any funds or assets available to or received any funds or
assets from: (A) any government, entity or individual in respect of which
U.S., UK or European Union persons, or persons operating in those territories,
are prohibited from engaging in activities or doing business, or from
receiving or making available funds or economic resources, by U.S., UK or
European Union or any of its member states' laws or regulations, including the
economic sanctions administered by the United States Office of Foreign Assets
Control, or HM Treasury; or (B) any government, entity or individual targeted
by any of the economic sanctions of the United Nations, the U.S., the UK, the
European Union or any of its member states, which, in each case, would cause
any member of the Wider Spectris Group to be in breach of (or would cause
Bidco or any member of the Wider Bidco Group to be in breach of or to be
reasonably likely to become the subject of sanctions under, in each case
following completion of the Acquisition) any economic sanctions laws
applicable to the Wider Spectris Group, save that this shall not apply if and
to the extent that it is or would be unenforceable by reason of breach of any
applicable Blocking Law; or
(d) any past or present member of the Wider Spectris Group or
any past or present director, officer or employee of the Wider Spectris Group,
or any other person for whom any such person may be liable or responsible:
(i) has engaged in conduct which would violate any relevant
anti-terrorism laws, rules, or regulations including, but not limited to the
U.S. Anti-Terrorism Act;
(ii) has knowingly engaged in conduct which would violate any
relevant anti-boycott law, rule or regulation or any applicable export
controls, including but not limited to the Export Administration Regulations
administered and enforced by the U.S. Department of Commerce or the
International Traffic in Arms Regulations administered and enforced by the
U.S. Department of State;
(iii) has engaged in conduct which would violate any relevant
laws, rules, or regulations concerning human rights, including but not limited
to any law, rule or regulation concerning false imprisonment, torture or other
cruel and unusual punishment, or child labour; or
(iv) is debarred or otherwise rendered ineligible to bid, as a
result of a breach of applicable law, for or to perform contracts for or with
any government, governmental instrumentality or international organisation or
found to have violated any applicable law, rule or regulation concerning
government contracting or public procurement.
PART B
Waiver and invocation of the Conditions
1. Subject to the requirements of the Panel in accordance with the Code,
Bidco reserves the right in its sole discretion to waive, in whole or in part,
all or any of the Conditions in Part A of this Appendix 1, except for
Conditions 1 (Long Stop Date), 2(a)(i), 2(b)(i) and
2(c)(i) (Scheme Approval), which cannot be waived. If any of Conditions
1 (Long Stop Date), 2(a)(ii), 2(b)(ii) and 2(c)(ii)
(Scheme Approval) is not satisfied by the relevant deadline specified in the
relevant Condition (or such later date, if any as: (a) Bidco and Spectris may
agree; or (b) (in a competitive situation) as may be specified by Bidco with
the consent of the Panel, and in each case that, if so required, the Court may
allow), Bidco shall make an announcement by 8.00 a.m. on the Business Day
following such deadline confirming whether, subject to paragraph 3 below, it
has invoked the relevant Condition, waived the relevant deadline or extended
the relevant deadline.
2. Subject to the terms of the Co-operation Agreement, for such time as it
is continuing, Bidco shall be under no obligation to waive (if capable of
waiver), to determine to be or remain satisfied or to treat as satisfied any
of the Conditions in Part A of Appendix 1 above by a date or time earlier than
the latest date and time for the fulfilment of the relevant Condition
notwithstanding that the other Conditions to the Acquisition may at such
earlier date have been waived or fulfilled and that there are at such earlier
date no circumstances indicating that any of such Conditions may not be
capable of fulfilment.
3. Subject to paragraph 4 below, under Rule 13.5(a) of the Code, Bidco may
only invoke a Condition so as to cause the Acquisition not to proceed, to
lapse or to be withdrawn with the consent of the Panel. The Panel will
normally only give its consent if the circumstances which give rise to the
right to invoke the Condition are of material significance to Bidco in the
context of the Acquisition. This will be judged by reference to the facts of
each case at the time that the relevant circumstances arise.
4. Each of Conditions 1 (Long Stop Date), 2(a), 2(b) and 2(c) (Scheme
Approval) (and, if applicable, any acceptance condition if the Acquisition is
implemented by means of a Takeover Offer) are not subject to Rule 13.5(a) of
the Code.
5. Any Condition that is subject to Rule 13.5(a) of the Code may be waived
by Bidco.
6. The Acquisition will not become Effective unless the Conditions have
been fulfilled or (to the extent capable of waiver) waived or, where
appropriate, have been determined by Bidco to be or remain satisfied by no
later than 11.59 p.m. (London Time) on the Long Stop Date.
7. Each of the Conditions shall be regarded as a separate Condition and
shall not be limited by reference to any other Condition.
8. Save as disclosed in this Announcement, there is no agreement or
arrangement to which Bidco is a party which relates to the circumstances in
which it may or may not invoke a Condition.
PART C
Implementation by way of Takeover Offer
Subject to the terms of the Co-operation Agreement (while the Co-operation
Agreement is continuing), and obtaining the consent of the Panel, Bidco
reserves the right to elect to implement the Acquisition by way of a Takeover
Offer as an alternative to the Scheme. In such event, such Takeover Offer will
be implemented on the same terms and conditions, so far as applicable, as
those which would apply to the Scheme subject to appropriate amendments to
reflect the change in method of effecting the Acquisition, including (without
limitation), the inclusion of an acceptance condition set at a level permitted
by the Panel, being in any case more than 50 per cent. of the voting rights
normally exercisable at a general meeting of Spectris, including, for this
purpose, any such voting rights attaching to Spectris Shares that are issued
before the Takeover Offer becomes or is declared unconditional, whether
pursuant to the exercise of any outstanding subscription or conversion rights
or otherwise.
In accordance with normal United Kingdom practice and pursuant to Rule
14e-5(b) of the U.S. Exchange Act, Bidco, its nominees or its 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. These
purchases may occur either in the open market at prevailing prices or in
private transactions at negotiated prices. Any information about such
purchases or arrangements to purchase shall be disclosed as required in the
UK, shall be reported to a Regulatory Information Service and shall be
available on the London Stock Exchange website at www.londonstockexchange.com
(https://headlandconsultancy-my.sharepoint.com/personal/eevans_headlandconsultancy_com/Documents/Documents/www.londonstockexchange.com)
.
PART D
Certain further terms of the Acquisition
1. If Bidco is required by the Panel to make a mandatory offer for
Spectris Shares under Rule 9 of the Code, Bidco may make such alterations to
the above Conditions and terms of the Acquisition as are necessary to comply
with Rule 9 of the Code.
2. The Acquisition is not being made, directly or indirectly, in, into or
from, or by use of the mails of, or by any means of instrumentality (including
but not limited to, facsimile, e-mail or other electronic transmission, telex
or telephone) of interstate or foreign commerce of, or any facility of a
national, state or other securities exchange of, any jurisdiction where to do
so would violate the laws of that jurisdiction. Consequently, the availability
of the Acquisition to persons not resident in the UK may be affected by the
laws of the relevant jurisdiction. Persons who are not resident in the UK
should inform themselves about, and observe, any applicable requirements.
Spectris Shareholders who are in any doubt about such matters should consult
an appropriate independent professional adviser in the relevant jurisdiction
without delay and observe any applicable requirements. Further details in
relation to Overseas Shareholders will be contained in the Scheme Document.
3. The Spectris Shares will be acquired by Bidco fully paid and free from
all liens, equitable interests, charges, encumbrances, rights of pre-emption
and any other third party rights or interests whatsoever and together with all
rights existing as at the Effective Date, including (without limitation) the
right to receive and retain, in full, all dividends and other distributions
(if any) declared, made or paid or any other return of capital (whether by way
of reduction of share capital or share premium account, repurchase or
redemption or otherwise) made on or after the Effective Date in respect of
Spectris Shares, in each case other than the Permitted Dividend and the FY24
Final Dividend.
4. Other than the Permitted Dividend and the FY24 Final Dividend, if any
dividend, distribution or other return of value is announced, declared, made,
paid or becomes payable in respect of Spectris Shares on or after the date of
this Announcement and before the Effective Date, Bidco reserves the right
(without prejudice to the right of Bidco to invoke, with the consent of the
Panel, the Condition set out in paragraph 8 of Appendix 1 above) to reduce the
Cash Consideration payable in respect of each Spectris Share by the amount of
all or part of any such dividend, distribution or other return of value, in
which case any reference in this Announcement to the Cash Consideration
payable under the terms of the Acquisition will be deemed to be a reference to
the Cash Consideration as so reduced. If Bidco exercises this right or makes
such a reduction in respect of a dividend, distribution or return of value,
Spectris Shareholders will be entitled to receive and retain that dividend,
distribution or other return of value. Bidco also reserves the right to reduce
the Cash Consideration payable under the Acquisition in such circumstances as
are, and by such amount as is, permitted by the Panel. Any exercise by Bidco
of its rights referred to in this paragraph 4 shall be the subject of an
announcement and, for the avoidance of doubt, shall not be regarded as
constituting any revision or variation of the Acquisition.
5. This Announcement and any rights or liabilities arising hereunder, the
Acquisition, the Scheme and the Forms of Proxy will be governed by the laws of
England and Wales and be subject to the jurisdiction of the courts of England
and Wales. The Acquisition will also be subject to the Conditions and further
terms set out in this Announcement and to be set out in the Scheme Document
and such further terms as may be required to comply with the Listing Rules and
the provisions of the Code. The Acquisition and the Scheme will comply with
the applicable requirements of the FCA, the London Stock Exchange and the
Court, as well as with the Panel and the Code.
6. This Announcement does not constitute, or form part of, an offer or
invitation to purchase Spectris Shares or any other securities.
APPENDIX 2
SOURCES OF INFORMATION AND BASES OF CACLUATION
In this Announcement, unless otherwise stated or the context otherwise
requires, the following sources and bases have been used:
1. As at the close of business on the Last Practicable Date,
Spectris had in issue 104,446,214 ordinary shares of £0.05 each, each
carrying one vote. Spectris holds 5,176,777 shares in treasury. The total
number of voting rights in Spectris is therefore 99,269,437.
2. The fully diluted ordinary share capital of Spectris as at
the Last Practicable Date is 101,447,715 Spectris Shares, based on:
(a) 99,269,437 Spectris Shares in issue as at the close of
business on the Last Practicable Date, excluding shares held in treasury; and
(b) an additional 2,178,278 Spectris Shares that may be issued
on or after the date of this Announcement to satisfy the exercise of awards
and options under the Spectris Share Plans, adjusted to include matching
shares relating to the Spectris Share Incentive Plan in excess of Spectris
Shares currently held by the Spectris employee benefit trust to satisfy the
Spectris Share Incentive Plan.
3. The value attributed to the entire issued and to be issued
ordinary share capital of Spectris of £3.8 billion, is calculated based on:
(a) the Cash Consideration payable by Advent to Scheme
Shareholders under the terms of the Acquisition of £37.35 for each Scheme
Share, multiplied by the fully diluted share capital of Spectris set out in
paragraph 2 above; and
(b) the Permitted Dividend of 28 pence per Spectris Share,
multiplied by an estimated 99,300,000 Spectris Shares expected to be eligible
for the Permitted Dividend.
4. The enterprise value of Spectris implied by the terms of
the Acquisition is based on:
(a) the value of Spectris' entire issued and to be issued ordinary
share capital set out in paragraph 3 above; less
(b) cash and cash equivalents of £106 million as of 31 December
2024; less
(c) investments in associates of £33 million as of 31 December
2024; plus
(d) total current and non-current borrowings of £655 million as of
31 December 2024; plus
(e) capitalised lease liabilities of £77 million as of 31
December 2024; plus
(f) pension liabilities of £7 million as of 31 December 2024;
(g) cash settled share payments of £3 million based on the Cash
Consideration of £37.35 per Spectris share multiplied by 91,158 Spectris
Shares representing the total cash settled awards under the Spectris Share
Plans as of the Last Practicable Date.
5. The implied EBITDA multiple for Spectris of approximately
18.5x is calculated by reference to:
(a) Spectris' enterprise value set out in paragraph 4 above;
divided by
(b) Spectris' Adjusted EBITDA for the twelve months ended 31
December 2024 of £239 million.
6. The implied EBIT multiple for Spectris of approximately
21.8x is calculated by reference to:
(a) Spectris' enterprise value set out in paragraph 4 above;
divided by
(b) Spectris' Adjusted EBIT for the twelve months ended 31
December 2024 of £203 million.
7. Unless otherwise stated, financial information relating to
Spectris has been extracted from the Annual Report and Accounts of Spectris
for the financial year ended 31 December 2024.
8. Unless otherwise stated, all prices for Spectris Shares are
the relevant Closing Price for the Spectris Shares as at the relevant date.
9. The volume weighted average prices are derived from
Bloomberg data and have been rounded to the nearest decimal place.
Certain figures in this Announcement have been subject to rounding
adjustments.
APPENDIX 3
DETAILS OF IRREVOCABLE UNDERTAKINGS
1. Irrevocable undertakings from Spectris Directors
The following Spectris Directors have given irrevocable undertakings in
respect of their own beneficial holdings of Spectris Shares (and those of
their spouse, minor children and/or related trusts, if applicable) to vote (or
procure a vote) in favour of the Resolutions (including the Scheme) relating
to the Acquisition at the Spectris Meetings or, in the event that the
Acquisition is implemented by way of a Takeover Offer, to accept (or procure
the acceptance of) such Takeover Offer:
Name Total Number of Percentage of issued share capital (per cent.)
Spectris Shares
Mark Williamson 31,540 <0.1
Andrew Heath 111,122 0.11
Angela Noon 4,666 <0.1
Nick Anderson 2,120 <0.1
Mandy Gradden 7,898 <0.1
Derek Harding 57,664 <0.1
Alison Henwood 2,019 <0.1
Cathy Turner 2,660 <0.1
Kjersti Wiklund 3,500 <0.1
The obligations of the Spectris Directors under the irrevocable undertakings
given by them shall terminate and be of no further force and effect on and
from the earlier of the following occurrences:
(a) Bidco announces (with the consent of the Panel, if required)
that it does not intend to proceed with the Acquisition and no new, revised or
replacement scheme or Takeover Offer, as applicable, is announced by Bidco in
accordance with Rule 2.7 of the Code;
(b) the Acquisition (whether implemented by way of Takeover
Offer or the Scheme) is withdrawn or lapses in accordance with its terms (save
where the Acquisition is withdrawn or lapses as a result of Bidco exercising
its right to implement the Acquisition by way of a Takeover Offer in
accordance with the Code rather than by way of the Scheme, or vice versa);
(c) any competing offer for the issued and to be issued ordinary
share capital of Spectris is made which becomes or is declared unconditional
(if implemented by way of a Takeover Offer) or otherwise becomes Effective (if
implemented by way of the Scheme); or
(d) the Scheme (or Takeover Offer, as applicable) has not become
Effective by 11.59 p.m. on the Long Stop Date.
These irrevocable undertakings remain binding in the event a competing offer
is made for Spectris.
These irrevocable undertakings also extend to any shares acquired by the
Spectris Directors as a result of the vesting of awards or the exercise of
options under the Spectris Share Plans.
APPENDIX 4
SPECTRIS DIRECTORS' CONFIRMATION
Spectris FY24 Results and ARA Profit Forecast
On 28 February 2025, Spectris released its full-year results and accompanying
presentation in respect of the financial year ended 31 December 2024 and, on
21 March 2025, its annual report and accounts for the financial year ended 31
December 2024 (the "Spectris 2024 Annual Report"). Included within the results
statement, and reiterated in the Spectris 2024 Annual Report, was the
following statement in respect of the financial year ending 31 December 2025:
"While the pace of end market recovery remains unclear, the decisive actions
we have taken on cost and our focused portfolio, mean we entered 2025 with
good momentum, underpinning progress towards our medium-term financial
targets. In 2025, building on the actions we took in 2024, we expect the Group
to trade in line with market expectations returning to strong levels of growth
in adjusted operating profit" (the "Spectris FY24 Results and ARA Profit
Forecast").
The Panel has confirmed that the Spectris FY24 Results and ARA Profit Forecast
constitutes a profit forecast made before the commencement of an offer period,
to which the requirements of Rule 28.1(c)(i) of the Code apply.
Spectris Q1 2025 Trading Update Statement
On 30 April 2025, Spectris published a trading update in respect of the first
quarter of the financial year ending 31 December 2025. Included within the
results statement were the following statements in respect of the financial
year ending 31 December 2025:
"Execution of our cost savings initiatives is well underway and is ahead of
target, with at least £30m of savings to be delivered in 2025, weighted to
the second half, and at least £50 million of full run-rate savings by 2026.
The Group remains focused on costs and is well placed to respond to evolving
market dynamics."
"We expect to be able to mitigate the direct impact of tariffs and, combined
with the strong contribution from acquisitions and the execution of our Profit
Improvement Programme, we currently continue to expect strong levels of growth
in adjusted operating profit in 2025 in-line with market expectations. We are
mindful, though, of the uncertain macroeconomic environment and the potential
tariff impact on end market demand… The combination of our Profit
Improvement Programme and contribution from acquisitions completed in 2024
will provide over £60m of incremental profit contribution in 2025. With our
leading positions in attractive growth markets, Spectris is well placed to
benefit strongly when markets recover"
(together, the "Spectris Q1 2025 Trading Update Statement").
The Panel has confirmed that the Spectris Q1 2025 Trading Update Statement
constitutes an ordinary course profit forecast for the purposes of Rule 28.1
of the Code, to which the requirements of Rule 28.1(c)(i) of the Code apply.
Spectris Medium-Term Profit Forecast
On 21 March 2025, Spectris released the Spectris 2024 Annual Report. Included
within the Spectris 2024 Annual Report was the following guidance in respect
of the medium-term:
"Ÿ On track to deliver against our 2027 commitments
Ÿ Organic sales growth of 6-7% through the cycle
Ÿ Adjusted operating margin of 20%+
Ÿ Return on gross capital employed (ROGCE) in the mid-teens % (the
"Spectris Medium-Term Profit Forecast")"
Spectris first announced its medium-term targets at its Capital Markets Day on
19 October 2022 and has repeated the same statements regularly since that
date.
The Panel has confirmed that the requirements of Rule 28.1(c)(i) of the Code
apply to the statements on the basis that they are repeated in this
Announcement.
Spectris Current Trading Update Profit Forecast
On 23 June 2025, Spectris published in this Announcement a trading update in
respect of the five months to 31 May 2025. Included within the trading update
section of this Announcement is the following statement in respect of the
financial year ending 31 December 2025:
"Spectris continues to expect to deliver full-year performance in line with
market expectations, including by the contribution from acquisitions and the
execution of our Profit Improvement Programme." (the "Spectris Current Trading
Update Profit Forecast").
The Panel has confirmed that the Spectris Current Trading Update Profit
Forecast constitutes an ordinary course profit forecast for the purposes of
Rule 28.1 of the Code, to which the requirements of Rule 28.1(c)(i) of the
Code apply.
Basis of preparation
Each of the Spectris Profit Forecasts has been compiled on the basis of the
assumptions set out below and the basis of the accounting policies used in
each of the Spectris Profit Forecast is consistent with the existing
accounting policies of the Spectris Group.
Directors' confirmations
The Spectris Directors have considered the Spectris Profit Forecasts and
confirm that, as at the date of this Announcement, each of the Spectris Profit
Forecasts remains valid, has been properly compiled on the basis of the
assumptions set out below and the basis of accounting used is consistent with
the Spectris Group's existing accounting policies.
Assumptions
The Spectris Directors have made the following assumptions in respect of each
of the Spectris Profit Forecasts and the periods they cover.
Factors outside the influence or control of the Spectris Directors include:
· no material changes in existing prevailing macroeconomic or political
conditions in the markets and regions in which Spectris operates that would
materially affect Spectris;
· no material changes in the foreign exchange, inflation, and tax rates
in the markets and regions in which Spectris operates from the prevailing
rates;
· no material adverse events or disruption that could have a
significant impact on Spectris' financial performance, including litigation,
adverse weather events or natural catastrophes that affect key products,
supply chain or markets;
· no material impact from tariffs or uncertainty related to potential
tariffs;
· no material changes in market conditions impacting either customer
demand or competitive environment;
· no material impact on stakeholder relationships arising from the
Acquisition;
· no material adverse outcome from any ongoing or future disputes with
any customer, competitor, regulator or tax authority;
· no material changes in employee attrition rates and no material
change in Spectris' labour costs, including medical and pension and other
post-retirement benefits driven by external parties or regulations; and
· no material changes in legislation, taxation, regulatory
requirements, applicable standards or the position of any regulatory bodies
impacting on Spectris' operations, expenditure, or its accounting policies.
Factors within the influence or control of the Spectris Directors include:
· no material changes in the present management of Spectris;
· no material changes in the operational structure and strategy of
Spectris;
· no material changes in the scale, scope and delivery plan for the
synergies related to the acquisitions completed by Spectris in 2024 or the
Profit Improvement Plan cost saving initiatives ongoing;
· no material corporate acquisitions or disposals, developments,
partnership or joint venture agreements being entered into by Spectris (for
the avoidance of doubt, other than the Acquisition);
· no material changes in Spectris' accounting policies, i.e. consistent
application over the forecast period; and
· no material changes in the dividend or capital allocation policies of
Spectris.
Other important factors and information are contained in Spectris' most recent
annual report and accounts for the 12 months ended 31 December 2024 (including
risks summarised in the section entitled "Principal Risks and uncertainties")
and Spectris' other periodic filings and statements are available at
https://www/spectris.com.
APPENDIX 5
DEFINITIONS
The following definitions apply throughout this Announcement unless the
context otherwise requires:
"£", "GBP" or "pence" the lawful currency of the United Kingdom from time to time
"Acquisition" the proposed acquisition by Bidco of the entire issued and to be issued share
capital of Spectris by means of the Scheme, or should Bidco so elect (with the
consent of the Panel and subject to the terms of the Co-operation Agreement),
by means of a Takeover Offer and, where the context admits, any subsequent
revision, variation, extension or renewal thereof
"Adjusted EBIT" Adjusted EBITDA, including a charge for depreciation and amortisation
"Adjusted EBITDA" statutory operating profit before depreciation, amortisation and impairment of
property, plant and equipment and intangible assets, and excluding certain
items that are considered to be significant in nature or quantum and
exceptional. For 2024 these consist of restructuring costs, net
transaction-related costs and fair value adjustments, Spectris Foundation
contribution, and configuration and customisation costs carried out by third
parties on material SaaS projects
"Adjusted Operating Profit" Adjusted EBITDA, including a charge for depreciation and amortisation
"Advent" Advent International, L.P., acting in its capacity as adviser and/or manager
of certain private equity funds
"Advent International" Advent International Limited, a private limited company incorporated in
England & Wales with registered number 02342186
"Announcement" this announcement
"Auba Investment" has the meaning provided to it in paragraph 10
"Authorisation(s)" authorisations, agreements, orders, notices, waivers recognitions, grants,
consents, determinations, clearances, confirmations, concessions,
certificates, exemptions, licences, permissions, permits or approvals
"Barclays" Barclays Bank PLC, acting through its investment bank
"Bid Conduct Agreement" has the meaning provided to it in paragraph 11
"Bidco" MI Metron UK Bidco Ltd, a company incorporated in England & Wales with
registered number 16506150
"Bidco Directors" the directors of Bidco as at the date of this Announcement or, where the
context so requires, the directors of Bidco from time to time
"Bidco Group" Bidco and its subsidiary and parent undertakings from time to time
"Blocking Law" (i) any provision of Council Regulation (EC) No 2271/1996 of 22 November 1996
(or any law or regulation implementing such Regulation in any member state of
the European Union); or (ii) any provision of Council Regulation (EC) No
2271/1996 of 22 November 1996, as it forms part of domestic law of the United
Kingdom by virtue of the European Union (Withdrawal) Act 2018
"BofA Securities" Merrill Lynch International
"Book-to-Bill Ratio" the ratio of order intake to sales within the relevant financial period
"Business Day" a day, not being a public holiday, Saturday or Sunday, on which banks in
London are open for normal business
"Cash Consideration" £37.35 per Spectris Share
"Clean Team Agreement" has the meaning provided to it in paragraph 11
"Closing Price" the closing middle market price of a Spectris Share as derived from Bloomberg
on any particular date
"CMA" the Competition and Markets Authority
"Code" the City Code on Takeovers and Mergers issued by the Panel, as amended from
time to time
"Companies Act" the Companies Act 2006, as amended from time to time
"Condition(s)" the conditions of the Acquisition, as set out in Part A of Appendix 1 to
this Announcement and to be set out in the Scheme Document
"Confidentiality Agreement" the confidentiality agreement dated 15 May 2025 between Advent International
and Spectris, as described in paragraph 11 of this Announcement
"Co-operation Agreement" the co-operation agreement dated on or around the date of this Announcement
between Spectris, Bidco, Advent and CPP Investor as described in paragraph
11 of this Announcement
"Court" the High Court of Justice of England and Wales
"Court Meeting" the meeting or meetings of Spectris Shareholders (or of any class or classes
thereof) to be convened by an order of the Court pursuant to section 896 of
the Companies Act, notice of which will be set out in the Scheme Document, for
the purposes of considering, and if thought fit, approving the Scheme (with or
without amendment) including any adjournment, postponement or reconvening
thereof
"Court Order" the order of the Court sanctioning the Scheme under section 899 of the
Companies Act
"Court Sanction" has the meaning given in Condition 2(c)(i) (Scheme approval) in Part A of
Appendix 1 to this Announcement
"CPPIB Investment" has the meaning given in Condition 3(d) in Part A of Appendix 1 to this
Announcement
"CPP Investments" Canada Pension Plan Investment Board
"CPPIB Investor" CPP Investment Board Private Holdings (4) Inc. a federal corporation organised
under the laws of Canada, whose registered office is at One Queen Street East,
Suite 2500, Toronto, Ontario, M5C 2W5, Canada
"CPPIB Regulatory Conditions" has the meaning provided to it in paragraph 10
"CREST" the system for the paperless settlement of trades in securities and the
holding of uncertificated securities operated by Euroclear UK &
International Limited
"Dealing Arrangement" an arrangement of the kind referred to in Note 11(a) in the definition of
acting in concert in the Code
"Dealing Disclosure" an announcement pursuant to Rule 8 of the Code containing details of dealings
in relevant securities of a party to an offer
"Disclosed" the information which has been disclosed by or on behalf of Spectris: (i)
fairly in writing before the date of this Announcement to Bidco, Advent,
Advent International, GIC, CPP Investments or Bidco's, Advent's, Advent
International's, GIC's or CPP Investments affiliates and their or their
affiliates' (if applicable) professional advisers (in their capacity as such
in relation to the Acquisition) (including, in connection with the
Acquisition, in the virtual data room operated by or on behalf of Spectris or
any replies to information requests and any correspondence in connection
therewith); (ii) to Bidco or Advent (or their respective officers, employees,
agents or advisers) orally in calls and during any management due diligence
sessions held by Spectris in respect of the Acquisition; (iii) in the Annual
Report and Financial Statements of Spectris for the year ended 31 December
2024; (iv) in this Announcement; or (v) in any other announcement made by
Spectris via a Regulatory Information Service in the 24 months before the date
of this Announcement
"DTRs" the Disclosure Guidance and Transparency Rules made by the FCA under FSMA and
forming part of the FCA's handbook, as amended from time to time
"Effective" in the context of the Acquisition: (i) if the Acquisition is implemented by
way of the Scheme, the Scheme having become effective pursuant to its terms;
or (ii) if the Acquisition is implemented by way of a Takeover Offer, the
Takeover Offer having been declared or having become unconditional in
accordance with the requirements of the Code
"Effective Date" the date on which the Acquisition becomes Effective
"Enlarged Group" the enlarged group following completion of the Acquisition comprising the
Bidco Group and the Spectris Group
"Eurozone" the Member States of the European Union that have adopted the euro as their
common currency and sole legal tender
"Excluded Shares" any Spectris Shares to be listed in the Scheme Document as excluded from the
Scheme, including those:
(i) beneficially owned by Bidco or any other member of the
Bidco Group; or
(ii) held by Spectris in treasury
"FCA" The UK Financial Conduct Authority or its successor from time to time
"Forms of Proxy" the forms of proxy in connection with each of the Court Meeting and the
General Meeting, which shall accompany the Scheme Document
"FSMA" the Financial Services and Markets Act 2000, as amended from time to time
"FY24 Final Dividend" means the dividend of 56.6 pence per share as declared by Spectris on 28
February 2025 for the six-month period ended on 31 December 2024 to be paid by
Spectris on 27 June 2025 to those Spectris Shareholders appearing on the
register of members of Spectris as at 16 May 2025
"FY25" means the financial year ending 31 December 2025
"General Meeting" the general meeting of Spectris Shareholders to be convened in connection with
the Scheme for the purpose of considering and, if thought fit, approving, the
Resolutions (with or without amendment), notice of which shall be contained in
the Scheme Document, including any adjournment, postponement or reconvening
thereof
"GIC" GIC Pte. Ltd.
"Goldman Sachs" Goldman Sachs International
"Interim Facilities Agreement" the interim facilities agreement entered into on or around the date of this
Announcement by, among others, Bidco and the Interim Lenders
"Interim Lenders" the lenders under the Interim Facilities Agreement (being Morgan Stanley
Senior Funding, Inc, Barclays Bank PLC and HSBC Bank plc)
"Joint Defence Agreement" the joint defence agreement between Advent International, CPP Investments,
Auba Investment Pte. Ltd, Spectris and their respective antitrust counsels
dated 29 May 2025 as amended and restated on 18 June 2025 and as amended from
time to time, a summary of which is set out in paragraph 11 of this
Announcement
"Last Accounts Date" 31 December 2024
"Last Practicable Date" 20 June 2025
"LFL" the relevant financial result year over year, at constant currency, excluding
the contribution from acquisitions and disposals
"Listing Rules" the listing rules made under FSMA by the FCA and contained in the FCA's
publication of the same name, as amended from time to time
"London Stock Exchange" the London Stock Exchange plc or its successor
"Long Stop Date" 30 June 2026 or such later date, if any as: (i) Bidco and Spectris may agree;
or (ii) (in a competitive situation) as may be specified by Bidco with the
consent of the Panel, and in each case that, if so required, the Court may
allow
"Morgan Stanley" Morgan Stanley & Co. International plc
"MI Metron Co-Invest" 25MI Co-Investment Limited Partnership
"NSI Act" the National Security and Investment Act 2021 as amended from time to time
"Offer Period" the offer period (as defined by the Code) relating to Spectris, which
commenced on 9 June 2025
"Offer Value" £37.63 per Spectris Share, comprising: (i) the Cash Consideration and (ii)
the Permitted Dividend
"Official List" the daily Official List published by the London Stock Exchange
"Opening Position Disclosure" an announcement pursuant to Rule 8 of the Code containing details on interests
or short positions in, or rights to subscribe for, any relevant securities of
a party to the Acquisition
"Overseas Shareholders" Shareholders (or nominees of, or custodians or trustees for, Shareholders) who
are resident in, ordinarily resident in, or nationals or citizens of,
jurisdictions outside the United Kingdom
"Panel" the Panel on Takeovers and Mergers
"Permitted Dividend" has the meaning given in the paragraph 2 of this Announcement
"PJT Partners" PJT Partners (UK) Limited
"PRA" the Prudential Regulation Authority
"Profit Improvement Programme" the general cost and efficiency measures announced by Spectris in October 2024
at the release of its third quarter trading update which are expected to
deliver c.£50 million of full run rate benefits during 2025 and 2026, with
c.£30 million expected in 2025 and an additional c.£20 million in 2026
"Regulatory Information Service" any information service authorised from time to time by the FCA for the
purposes of disseminating regulatory announcements
"Relevant Authority" any central bank, ministry, governmental, quasigovernmental, supranational
(including the European Union), statutory, regulatory or investigative body,
authority or tribunal (including any national or supranational antitrust,
competition or merger control authority (including the European Commission and
the UK Competition and Markets Authority), any sectoral ministry or regulator
and any foreign investment review body), national, state, municipal or local
government (including any subdivision, court, tribunal, administrative agency
or commission or other authority thereof), any entity owned or controlled by
them, any private body exercising any regulatory, taxing, importing or other
authority, any trade agency, association, institution or professional or
environmental body in any jurisdiction
"relevant securities" shall be construed in accordance with the Code
"Resolutions" the resolutions to be proposed at the General Meeting necessary to implement
the Scheme, including, among other things, a resolution to amend the Spectris
Articles by, inter alia, the adoption and inclusion of a new article under
which any Spectris Shares issued or transferred after the Scheme Record Time
(other than to Bidco and/or its nominees) shall be automatically transferred
to Bidco on the same terms as the Acquisition (other than terms as to timings
and formalities)
"Restricted Jurisdiction(s)" any jurisdiction where local laws or regulations may result in a significant
risk of civil, regulatory or criminal exposure if information concerning the
Acquisition is sent or made available to Spectris Shareholders in that
jurisdiction or would result in a requirement to comply with any governmental
or other consent or any registration, filing or other formality which Bidco
regards as unduly onerous
"Rothschild & Co" N.M. Rothschild & Sons Limited
"Sanction Hearing" the hearing of the Court at which Spectris will seek an order sanctioning the
Scheme pursuant to Part 26 of the Companies Act and any adjournment,
postponement or reconvening thereof
"Scheme" the proposed scheme of arrangement under Part 26 of the Companies Act between
Spectris and the Scheme Shareholders in connection with the Acquisition, with
or subject to any modification, addition or condition approved or imposed by
the Court and agreed by Spectris and Bidco
"Scheme Document" the document to be sent to Spectris Shareholders containing, among other
things, the Scheme and notices of the Spectris Meetings
"Scheme Record Time" the time and date to be specified in the Scheme Document, by reference to
which the entitlements of Scheme Shareholders under the Scheme will be
determined, currently expected to be 6.00 p.m. on the Business Day immediately
preceding the Effective Date (or such other date as Bidco and Spectris may
agree)
"Scheme Shareholders" holders of Scheme Shares at any relevant date or time
"Scheme Shares" all Spectris Shares:
(i) in issue as at the date of the Scheme Document;
(ii) (if any) issued after the date of the Scheme Document and
before the Scheme Voting Record Time; and / or
(iii) (if any) issued at or after the Scheme Voting Record Time
and before the Scheme Record Time, either on terms that the original or any
subsequent holders thereof shall be bound by the Scheme or in respect of which
the holders thereof shall have agreed in writing to be bound by the Scheme,
in each case, and where the context requires, which remain in issue at the
Scheme Record Time but excluding any Excluded Shares
"Scheme Voting Record Time" the time and date to be specified in the Scheme Document by reference to which
entitlement to vote on the Scheme will be determined
"SEC" the United States Securities and Exchange Commission
"Significant Interest" in relation to an undertaking, a direct or indirect interest of 20 per cent.
or more of: (i) the total voting rights conferred by the equity share capital
(as defined in section 548 of the Companies Act) of such undertaking; or (ii)
the relevant partnership interest
"Spectris" Spectris plc, a company incorporated in England and Wales with registered
number 02025003
"Spectris Articles" the articles of association of Spectris from time to time
"Spectris Current Trading Update Profit Forecast" has the meaning given in Appendix 4 to this Announcement
"Spectris Directors" or "Spectris Board" the directors of Spectris as at the date of this Announcement or, where the
context so requires, the directors of Spectris from time to time
"Spectris FY24 Results and ARA Profit Forecast" has the meaning given in Appendix 4 to this Announcement
"Spectris Group" Spectris and its subsidiary undertakings from time to time
"Spectris Medium-Term Profit Forecast" has the meaning given in Appendix 4 to this Announcement
"Spectris Meetings" the Court Meeting and the General Meeting
"Spectris Profit Forecasts" together, the Spectris Current Trading Update Profit Forecast, the Spectris
FY24 Results and ARA Profit Forecast, the Spectris Medium-Term Profit Forecast
and the Spectris Q1 2025 Trading Update Profit Forecast
"Spectris Q1 2025 Trading Update Profit Forecast" has the meaning given in Appendix 4 to this Announcement
"Spectris Shareholders" holders of Spectris Shares
"Spectris Share Plans" means:
(i) the Spectris Long Term Incentive Plan adopted by the Spectris
Board on 5 December 2019;
(ii) the Spectris Performance Share Plan adopted by the Spectris Board
on 17 May 2006;
(iii) the Spectris Reward Plan adopted by the Spectris Board on 5 December
2019;
(iv) the Spectris Deferred Bonus Plan adopted by the Spectris Board on 5
December 2019; and
(v) the Spectris Share Incentive Plan approved by Spectris Shareholders
on 25 May 2018,
each as amended from time to time
"Spectris Shares" the ordinary shares of five pence each in the capital of Spectris
"Takeover Offer" if (with the consent of the Panel), Bidco elects to effect the Acquisition by
way of a takeover offer (as defined in Chapter 3 of Part 28 of the Companies
Act), the offer to be made by or on behalf of Bidco to acquire the entire
issued and to be issued ordinary share capital of Spectris (excluding any
Excluded Shares) on the terms and subject to the conditions to be set out in
the related offer document and, where the context permits, any subsequent
revision, variation, extension or renewal of such takeover offer
"Third Party" any Relevant Authority or any other body or person whatsoever in any
jurisdiction
"UK" or "United Kingdom" United Kingdom of Great Britain and Northern Ireland
"UK Market Abuse Regulation" Regulation (EU) No. 597/2014 of the European Parliament and the Council of 16
April 2014 on market abuse as it forms part of retained EU law as defined in
the European Union (Withdrawal) Act 2018, as amended from time to time
"U.S." or "United States" the United States of America, its territories and possessions, any state of
the United States and the District of Columbia
"U.S. Exchange Act" the U.S. Securities Exchange Act of 1934, as amended from time to time, and
the rules and regulations promulgated thereunder
"U.S. Securities Act" the U.S. Securities Act of 1933, as amended from time to time, and the rules
and regulations promulgated thereunder
"Wider Bidco Group" Bidco and its parent undertakings and such parent undertakings' subsidiary
undertakings, funds managed and/or advised by Advent and their respective
associated undertakings, and any other body corporate, partnership, joint
venture or person in which Bidco and all such undertakings (aggregating their
interests) have a Significant Interest, but excluding, for the avoidance of
doubt, GIC and CPP Investments and their respective associated undertakings
"Wider Spectris Group" the members of the Spectris Group and their respective associated undertakings
and any other body corporate, partnership, joint venture or person in which
Spectris and all such undertakings (aggregating their interests) have a
Significant Interest
In this Announcement: (a) "subsidiary", "subsidiary undertaking",
"undertaking" and "associated undertaking" have the respective meanings given
to them in the Companies Act; (b) all times are London times, unless otherwise
stated; and (c) references to the singular include the plural and vice versa.
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