REG - ABC Technologies Inc TI Fluid Systems PLC - RECOMMENDED CASH ACQUISITION
29/11/2024 07:00
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RNS Number : 1745O ABC Technologies Inc. 29 November 2024
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THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
29 November 2024
RECOMMENDED CASH ACQUISITION
of
TI Fluid Systems plc
by
ABC Technologies Acquisitions Limited
(a newly-formed company wholly-owned by ABC Technologies)
to be implemented by means of a scheme of arrangement
under Part 26 of the Companies Act 2006
Summary
· The boards of directors of ABC Technologies Acquisitions Limited
("Bidco"), a company wholly-owned by ABC Technologies, and TI Fluid Systems
plc ("TI Fluid Systems") are pleased to announce that they have reached
agreement on the terms and conditions of a recommended all cash acquisition by
Bidco of the entire issued, and to be issued, ordinary share capital of TI
Fluid Systems. It is intended that the Acquisition will be implemented by way
of a Court-sanctioned scheme of arrangement under Part 26 of the 2006 Act.
· Under the terms of the Acquisition, each TI Fluid Systems Shareholder
will be entitled to receive:
for each TI Fluid Systems Share: 200.0 pence in cash
· The Acquisition price per TI Fluid Systems Share represents a premium
of approximately:
o 54.5 per cent. to the volume-weighted average price of 129.5 pence per TI
Fluid Systems Share for the 90-day period to 13 September 2024 (being the last
Business Day prior to the commencement of the offer period);
o 53.4 per cent. to the closing share price of 130.4 pence per TI Fluid
Systems Share on 21 August 2024 (being the last Business Day prior to ABC
Technologies submitting its first proposal to the TI Fluid Systems Board);
o 47.3 per cent. to the closing share price of 135.8 pence per TI Fluid
Systems Share on 12 September 2024 (being the last Business Day prior to
speculation around a possible offer on 13 September 2024); and
o 37.2 per cent. to the closing share price of 145.8 pence per TI Fluid
Systems Share on 13 September 2024 (being the last Business Day prior to the
commencement of the offer period).
· The Acquisition values TI Fluid Systems' entire issued, and to be
issued, ordinary share capital at approximately £1,039 million on a fully
diluted basis and implies an enterprise value of approximately £1,831
million.
· If, on or after the date of this announcement and prior to the
Acquisition becoming Effective, any dividend and/or other distribution and/or
other return of capital or value is announced, declared, made or paid or
becomes payable in respect of the TI Fluid Systems Shares, Bidco reserves the
right to reduce the consideration payable under the terms of the Acquisition
for the TI Fluid Systems Shares by an amount up to the aggregate amount of
such dividend and/or distribution and/or other return of capital or value, in
which case any reference in this announcement to the consideration payable
under the terms of the Acquisition will be deemed to be a reference to the
consideration as so reduced. Any exercise by Bidco of its rights referred to
in this paragraph 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 terms of the Scheme or the Acquisition. In such
circumstances, TI Fluid Systems Shareholders would be entitled to retain any
such dividend, distribution and/or other return of capital or value.
Background to and reasons for the Acquisition
· ABC Technologies believes that TI Fluid Systems represents a
compelling opportunity to acquire a leading global manufacturer of fluid
systems and thermal management solutions that is strategically and culturally
complementary to ABC Technologies, and will benefit stakeholders across
employees, customers and suppliers in the following ways:
o Expanded Global Footprint: The Acquisition expands the combined group's
global and regional reach, enhancing the established presence of TI Fluid
Systems and ABC Technologies across the core automotive markets in the
Americas, Europe, and Asia.
o Enhanced Product Portfolio: TI Fluid Systems' leading capabilities across
fluid carrying systems, fuel tank and delivery systems and growing thermal
management products complement ABC Technologies' expertise in the
manufacturing of high-quality plastic components, products and systems
solutions for the global automotive industry. The combined group will be well
positioned to deliver a stronger offering to its customers with further
enhanced focus on overall operational excellence, including efficiency,
performance and sustainability.
o Broader Customer Base: The combined group will serve as the trusted
partner of choice to a diversified range of customers, including some of the
largest and most recognisable automotive original equipment manufacturers
("OEMs") and Tier One suppliers worldwide.
o Improved Market Position: Both TI Fluid Systems and ABC Technologies have
reputations for delivering strong revenue growth through new contract wins and
innovative product portfolios. This strong market position is expected to be
enhanced through sharing best practices to unlock incremental and new growth
opportunities.
o Cultural Fit: TI Fluid Systems' culture and values, including
collaboration, ingenuity and integrity are strongly aligned with ABC
Technologies' corporate philosophy of delivering best-in-class solutions while
adhering to the highest ethical standards and values. Both companies believe
that people are the foundation for success and share a focus on safety,
quality, employee engagement, innovation, and customer satisfaction.
· Bringing together the rich heritages of both TI Fluid Systems and ABC
Technologies as established leading manufacturers will create a business that
benefits from an enhanced go-to-market proposition and greater financial
strength to support the combined group's long-term growth objectives and
vision for the future.
Recommendation
· The TI Fluid Systems Directors, who have been so advised by Goldman
Sachs and Peel Hunt as to the financial terms of the Acquisition, consider the
terms of the Acquisition to be fair and reasonable. In providing their advice,
Goldman Sachs and Peel Hunt have taken into account the commercial assessments
of the TI Fluid Systems Directors. Peel Hunt is providing independent
financial advice to the TI Fluid Systems Directors for the purposes of Rule 3
of the Takeover Code.
· Accordingly, the TI Fluid Systems Directors intend to recommend
unanimously that TI Fluid Systems Shareholders vote, or procure voting, in
favour of the Scheme at the Court Meeting and the Resolutions at the General
Meeting (or in the event that the Acquisition is implemented by an Offer, to
accept or procure acceptance of such Offer), as the TI Fluid Systems Directors
who hold interests in TI Fluid Systems Shares (in a personal capacity or
through a nominee) have irrevocably undertaken to do, or to procure to be
done, in respect of their own beneficial holdings (or those TI Fluid Systems
Shares over which they have control), being, in aggregate 2,386,463 TI Fluid
Systems Shares (representing approximately 0.48 per cent. of the existing
issued ordinary share capital of TI Fluid Systems) as at 28 November 2024,
being the Business Day prior to the date of this announcement. Further details
of these undertakings, including the circumstances in which they cease to be
binding, are set out in Appendix 3 to this announcement.
Background to and reasons for the recommendation
· TI Fluid Systems is a leading global designer, engineer, manufacturer
and supplier of fluid storage, carrying and delivery systems, and thermal
management products and systems for all vehicle architectures, from internal
combustion engine ("ICE") vehicles to hybrid electric vehicles ("HEVs"),
plug-in hybrid electric vehicle ("PHEVs") and battery electric vehicles
("BEVs").
· Building on a long-standing reputation in brake lines, fuel lines and
pressurised fuel tanks, TI Fluid Systems has established a strong position in
emerging thermal fluid management line categories. With 98 manufacturing
locations globally, TI Fluid Systems operates through a decentralised regional
structure designed to provide cost-competitive local supply and proximity to
its customers' commercial decision-making. The TI Fluid Systems Directors
believe that a "propulsion-agnostic" product portfolio, diverse customer base
and broad international footprint position TI Fluid Systems favourably for the
period of long-term transformation that characterises the global automotive
market and is reflected in:
o a structural transition from ICE vehicle platforms to HEVs, PHEVs and BEVs,
the pace of which is difficult to predict; and
o rapid growth in the number and scale of new vehicle OEMs.
· Following the launch of its Take-the-Turn strategy in 2021, TI Fluid
Systems has continued to lay the foundations for its successful transition to
the electrification of the automotive industry. This strategy was reiterated
and refined during TI Fluid Systems' Capital Markets Day in 2023, where it was
progressed to Taking-the-Turn with accelerated execution. As part of
Taking-the-Turn, TI Fluid Systems set out a target to achieve revenues of
>€4.5 billion by 2030 and reaffirmed its medium-term target of returning
to a double-digit adjusted EBIT margin. To achieve this performance, TI Fluid
Systems has been focused on a number of strategic priorities, including:
o increasing sales of thermal management products, including fluid carrying
lines, connectors, integrated thermal modules and pressure resistant fuel
tanks, particularly to new BEV, PHEV and HEV vehicle platforms;
o growing significantly the TI Fluid Systems Group's market position in China
with domestic OEMs;
o effectively re-positioning its manufacturing assets for the expected product
mix changes brought about by growth in the global production of BEVs and a
reduction in production of ICE platforms; and
o the ongoing realisation of productivity and efficiency savings.
· Delivery against these strategic priorities has yielded encouraging
initial progress, with the results of this visible in the TI Fluid Systems
Group's resilient financial performance in 2023 and 2024 year to date, as well
as in the high level of future business bookings secured over that time
period, particularly in respect of new BEV and PHEV platforms and with Chinese
OEMs. As a result, the TI Fluid Systems Directors remain confident in the TI
Fluid Systems Group's strategy and its ability, over time, to deliver on its
financial targets.
· At the same time the TI Fluid Systems Directors are cognisant of the
significant disruption currently affecting the global automotive industry,
which has resulted in a reduction in global light vehicle production ("GLVP")
volumes from approximately 90.5 million units in 2023, to a current estimate
of approximately 88.5 million units in 2024. Within this, the adverse impacts
of disruption have been more acute for TI Fluid Systems' larger European OEM
customers, whereas local Chinese OEMs, a key area of growth focus for TI Fluid
Systems, continue to outperform. Whilst some of the factors responsible for
the current disruption are likely to be temporary in nature, those relating to
the changing competitive environment for vehicle manufacturers are more
uncertain as to both duration and impact for the automotive supply chain.
· Reflecting this backdrop in assessing and recommending the terms of
the Acquisition, the TI Fluid Systems Directors have carefully considered the
following matters:
o the opportunities and continued execution risks associated with the delivery
of TI Fluid Systems' Taking-The-Turn strategy;
o a weaker and more volatile short-term GLVP environment will make it more
challenging to achieve the TI Fluid Systems Group's financial objectives in
the near term; and
o should the current period of automotive sector disruption extend for a
prolonged period, creating structural changes in the competitive environment
for the TI Fluid Systems Group's customers, this is likely to affect the TI
Fluid Systems Group's ability to deliver on its strategic priorities in ways
which are difficult to predict in extent and timing.
· The TI Fluid Systems Directors also believe that the TI Fluid Systems
Group's long-term potential has not, over time, been entirely reflected in the
price and valuation rating of the TI Fluid Systems Shares, in part due to TI
Fluid Systems' shareholding structure. Resolving this is not wholly within the
TI Fluid Systems Directors' control and consequently it is possible that the
situation may continue and could also lead to future volatility in the price
of the TI Fluid Systems Shares.
· ABC Technologies' offer of 200 pence per TI Fluid Systems Share
followed a number of unsolicited proposals from ABC Technologies and
represents a 21.2 per cent. increase from its initial proposal of 165 pence
per TI Fluid Systems Share. The TI Fluid Systems Directors believe that the
terms of the Acquisition provide the opportunity for TI Fluid Systems
Shareholders to realise an immediate and certain cash value today for the
entirety of their investment at a level which may not be achievable until the
execution of TI Fluid Systems' strategy is delivered over the medium to longer
term, with that execution subject to a number of factors outside of TI Fluid
Systems' control.
· In considering the financial terms of the acquisition and determining
whether they reflect an appropriate valuation of TI Fluid Systems and its
future prospects, the TI Fluid Systems Directors have taken into account a
number of factors including that:
o the Offer will provide an opportunity for TI Fluid Systems Shareholders to
realise immediate value from delivery of the standalone strategy on an
accelerated basis, in cash;
o the certain cash value of the Acquisition should be weighed against the
inherent uncertainty of the delivery of future value that exists in the
business; and
o at 200 pence per TI Fluid Systems share the Acquisition price represents an
attractive premium of approximately 54.5 per cent. to the volume weighted
average price for the 90-day period to 13 September 2024.
· In addition to the financial terms, the TI Fluid Systems Directors
have also taken into account ABC Technologies' intentions concerning TI Fluid
Systems business, management team, employees and other stakeholders of TI
Fluid Systems (detailed in paragraph 6 below). The TI Fluid Systems Directors
note the great importance ABC Technologies and Bidco attach to the skill and
experience of TI Fluid Systems' management and employees who will continue to
be key to the success of TI Fluid Systems.
· Accordingly, following careful consideration of the above factors the
TI Fluid Systems Directors intend to unanimously recommend that TI Fluid
Systems Shareholders vote, or procure voting, in favour of the Scheme at the
Court Meeting and the Resolutions to be proposed at the General Meeting.
Irrevocable undertakings and non-binding letters of intent
· Bidco has received irrevocable undertakings from certain TI Fluid
Systems Directors who hold TI Fluid Systems Shares to vote (or, where
applicable, procure voting) in favour of the Scheme at the Court Meeting and
the Resolutions at the General Meeting (or in the event that the Acquisition
is implemented by an Offer, to accept or procure acceptance of such Offer), in
respect of, in aggregate, 2,386,463 TI Fluid Systems Shares (representing
approximately 0.48 per cent. of the existing issued ordinary share capital of
TI Fluid Systems as at 28 November 2024, being the last Business Day before
the date of this announcement). These undertakings will remain binding in the
event that a higher competing offer for TI Fluid Systems is made.
· Bidco has also received an irrevocable undertaking from BC Omega
Holdco Limited to vote (or, where applicable, procure voting) in favour of the
Scheme at the Court Meeting and the Resolutions at the General Meeting (or in
the event that the Acquisition is implemented by an Offer, to accept or
procure acceptance of such Offer), in respect of its 141,064,632 TI Fluid
Systems Shares (representing approximately 28.43 per cent. of the existing
issued ordinary share capital of TI Fluid Systems as at 28 November 2024,
being the last Business Day before the date of this announcement). This
undertaking will remain binding in the event that a higher competing offer for
TI Fluid Systems is made.
· Bidco has also received non-binding letters of intent from J O Hambro
Capital Management Limited and Cobas Asset Management, SGIIC, S.A. to vote in
favour of the Scheme at the Court Meeting and the Resolutions at the General
Meeting (or in the event that the Acquisition is implemented by an Offer, to
accept such Offer), in respect of, in aggregate, 30,656,329 TI Fluid Systems
Shares (representing approximately 6.18 per cent. of the existing issued
ordinary share capital of TI Fluid Systems as at 28 November 2024, being the
last Business Day before the date of this announcement).
· Bidco has, therefore, received irrevocable undertakings and
non-binding letters of intent in respect of a total of 174,107,424 TI Fluid
Systems Shares (representing approximately 35.09 per cent. of the existing
issued ordinary share capital of TI Fluid Systems as at 28 November 2024,
being the last Business Day before the date of this announcement).
· Further details of these irrevocable undertakings and non-binding
letters of intent, including the circumstances in which the irrevocable
undertakings cease to be binding, are set out in Appendix 3 to this
announcement.
Information on ABC Technologies
· ABC Technologies is a leading global manufacturer and supplier of
custom, highly-engineered technical plastics, components, systems and
light-weight innovations to the global automotive industry. Headquartered in
Toronto, Ontario, Canada, ABC Technologies is strategically placed to offer
vertically integrated product and process solutions through a skilled
workforce of over 11,000 team members. ABC Technologies is majority owned by
certain of the affiliated funds of Apollo Global Management, Inc. and its
subsidiaries ("Apollo Funds"), with Oaktree owning a minority equity interest
in ABC Technologies.
Information on TI Fluid Systems
· TI Fluid Systems is a global innovator of thermal and fluid system
solutions for the full range of current and developing vehicle architectures.
Serving all major automotive manufacturers, with more than 100 years of
automotive supply experience; TI Fluid Systems operates across 27 countries
with a commitment to improving efficiency, performance and sustainability
worldwide.
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 2006 Act
(although Bidco reserves the right to effect the Acquisition by way of an
Offer, subject to the consent of the Panel and the terms of the Cooperation
Agreement).
· The Acquisition is conditional on, among other things, the approval
of the requisite majority of Scheme Shareholders at the Court Meeting and TI
Fluid Systems Shareholders at the General Meeting. The Court Meeting and the
General Meeting are expected to occur during the first quarter of 2025 and are
required to enable Scheme Shareholders and TI Fluid Systems Shareholders,
respectively, to consider and, if thought fit, vote in favour of the Scheme
and the Resolutions to implement the Scheme. In order to become Effective, the
Scheme must be approved by a majority in number of Scheme Shareholders,
present and voting at the Court Meeting, whether in person or by proxy,
representing 75 per cent. or more in value of the Scheme Shares voted. In
addition, the Resolutions include a special resolution in connection with
implementing the Scheme which must be passed by TI Fluid Systems Shareholders
representing at least 75 per cent. of votes cast at the General Meeting. In
addition, following the Court Meeting, the Scheme must be sanctioned by the
Court.
· The Conditions to the Acquisition are set out in full in Appendix 1
to this announcement along with certain other terms; the full terms and
conditions will be provided in the Scheme Document. The Conditions include the
receipt of regulatory approvals as further described in this announcement.
· It is expected that the Scheme Document, containing further
information about the Acquisition and notices of the Court Meeting and General
Meeting, together with the associated forms of proxy, will be posted to TI
Fluid Systems Shareholders as soon as practicable and in any event within 28
days of this announcement (or such later time as TI Fluid Systems, Bidco and
the Panel agree) and the Meetings are expected to be held as soon as
reasonably practicable thereafter. Subject to certain restrictions relating to
persons resident in Restricted Jurisdictions, the Scheme Document will also be
made available on TI Fluid Systems' website at https://tifluidsystems.com/
(https://tifluidsystems.com/) .
· The Acquisition is currently expected to complete during the first
half of 2025, subject to the satisfaction or (where applicable) waiver of the
Conditions. An expected timetable of key events relating to the Acquisition
will be set out in the Scheme Document.
· Commenting on this announcement, Tim Cobbold, the Chair of TI Fluid Systems, said:
"TI Fluid Systems is a market-leading business, renowned for its exceptional
people, innovative products, blue-chip customer base, and long-term growth
potential. The acquisition by ABC Technologies brings together two
strategically complementary businesses, creating a unique opportunity to
significantly accelerate TI Fluid Systems' strategic development.
The combination will result in a larger, more diversified business with a
broader range of products and customers, better positioned to navigate the
current challenges facing the automotive industry and deliver sustainable
long-term growth. The TI Fluid Systems Board believes that the offer
represents an attractive premium and provides shareholders with the certainty
of a cash consideration that reflects TI Fluid Systems' fundamental strengths
and opportunities, while also acknowledging the wider industry uncertainties.
On behalf of the TI Fluid Systems Board, I would like to acknowledge the part
played by colleagues throughout TI Fluid Systems to the development of the
business and offer my sincere thanks and appreciation for their ongoing
commitment and hard work."
· Commenting on this announcement, Terry Campbell, President and Chief
Executive Officer of ABC Technologies, said:
"This transaction is a transformative strategic opportunity which unlocks
value for all of our stakeholders and provides a platform for further growth.
A combined business will enable us to better serve our customers, and I am
excited for our teammates as we continue to build a winning future. We will be
persistent in seeking alignment with organisations that have proven
capabilities to further ABC Technologies' success story."
This summary should be read in conjunction with, and is subject to, the full
text of this announcement and the Appendices. The conditions to, and certain
further terms of, the Acquisition are set out in Appendix 1. The bases and
sources for certain financial information contained in this announcement are
set out in Appendix 2. Details of the irrevocable undertakings and non-binding
letters of intent received by Bidco are set out in Appendix 3. Certain
definitions and terms used in this announcement are set out in Appendix 4.
Enquiries
Bidco and ABC Technologies +1 248 648 0173
Tom Hajkus
Lazard (Lead Financial Adviser to Bidco and ABC Technologies) +44 207 187 2000
Mohit Kohli
Richard Shaw
Keval Patel
Rory Anderson
FGS Global (PR Adviser to Bidco and ABC Technologies) +44 207 251 3801
Charlie Chichester +44 7917 086 227
Rory King
TI Fluid Systems +44 7354 846 374
Kellie McAvoy
Goldman Sachs (Joint Financial Adviser and Corporate Broker to TI Fluid +44 20 7774 1000
Systems)
Nimesh Khiroya
Axel Hoefer
Tom Hartley
Ben Duell
Kynan Taylor
Peel Hunt (Joint Financial Adviser, Corporate Broker and Rule 3 Adviser to TI +44 (0) 20 7418 8900
Fluid Systems)
Mike Bell
Marc Jones
Pete Mackie
Sam Cann
Headland Consultancy (PR Adviser to TI Fluid Systems) +44 7551 825 496
Matthew Denham +44 7834 974 624
Chloe Francklin
Citi, TD Securities and Scotiabank are also acting as financial advisers to
Bidco and ABC Technologies. Kirkland & Ellis International LLP is acting
as legal adviser to Bidco and ABC Technologies. Paul, Weiss, Rifkind, Wharton
& Garrison LLP is acting as legal adviser to Bidco and ABC Technologies in
respect of regulatory and financing matters.
Latham & Watkins (London) LLP is acting as legal adviser to TI Fluid
Systems.
Further information
Lazard Frères & Co. LLC, together with its affiliate Lazard & Co.,
Limited (which is authorised and regulated in the United Kingdom by the
Financial Conduct Authority) ("Lazard"), is acting exclusively as lead
financial adviser to ABC Technologies and Bidco and no one else in connection
with the Offer and will not be responsible to anyone other than ABC
Technologies and Bidco for providing the protections afforded to clients of
Lazard nor for providing advice in relation to the Offer or any other matters
referred to in this announcement. Neither Lazard 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 Lazard in connection with this
announcement, any statement contained herein or otherwise.
Citi, which is authorised by the PRA and regulated in the United Kingdom by
the FCA and the PRA, is acting as financial adviser for ABC Technologies and
Bidco and for no one else in connection with the Offer and will not be
responsible to anyone other than ABC Technologies and Bidco for providing the
protections afforded to clients of Citi nor for providing advice in connection
with the Offer, or any other matters referred to in this announcement. Neither
Citi nor any of its affiliates, directors or employees owes or accepts any
duty, liability or responsibility whatsoever (whether direct or indirect,
consequential, whether in contract, in tort, in delict, under statute or
otherwise) to any person who is not a client of Citi in connection with this
announcement, any statement contained herein, the Offer or otherwise.
TD Securities is authorised by the PRA and regulated by the FCA and the PRA in
the United Kingdom and is acting exclusively for ABC Technologies and Bidco as
financial adviser and no one else in connection with the Acquisition and other
matters set out in this announcement and will not be responsible to anyone
other than ABC Technologies and Bidco for providing the protections afforded
to clients of TD Securities, nor for providing advice in connection with the
Acquisition, the content of this announcement or any matter referred to
herein. Neither TD Securities nor any of TD Securities' affiliates or branches
owes or accepts any duty, liability or responsibility whatsoever (whether
direct, indirect, consequential, whether in contract, in tort, under statute
or otherwise) to any person who is not a client of The Toronto-Dominion Bank
in connection with this announcement, any statement contained herein or
otherwise.
Scotiabank is acting as financial adviser to ABC Technologies and Bidco and no
one else in connection with the Offer and will not be responsible to anyone
other than ABC Technologies and Bidco for providing the protections afforded
to clients of Scotiabank nor for providing advice in relation to the Offer or
any other matters referred to in this announcement. Neither Scotiabank 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 Scotiabank in
connection with this announcement, any statement contained herein or
otherwise.
Goldman Sachs International, which is authorised by the PRA and regulated by
the FCA and the PRA in the United Kingdom is acting exclusively for TI Fluid
Systems as joint financial adviser and corporate broker and no one else in
connection with the Acquisition and other matters set out in this announcement
and will not be responsible to anyone other than TI Fluid Systems for
providing the protections afforded to clients of Goldman Sachs, nor for
providing advice in connection with the Acquisition, the content of this
announcement or any matter referred to herein. Neither Goldman Sachs nor any
of Goldman Sachs' subsidiaries, affiliates or branches owes or accepts any
duty, liability or responsibility whatsoever (whether direct, indirect,
consequential, whether in contract, in tort, under statute or otherwise) to
any person who is not a client of Goldman Sachs in connection with this
announcement, any statement contained herein or otherwise.
Peel Hunt, which is authorised and regulated by the FCA in the United Kingdom,
is acting exclusively as joint financial adviser and corporate broker to TI
Fluid Systems and for no one else in connection with the matters set out in
this announcement and will not be responsible to anyone other than TI Fluid
Systems for providing the protections afforded to clients of Peel Hunt nor for
providing advice in relation to the matters set out in this announcement.
Neither Peel Hunt 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 Peel Hunt in connection with this announcement, any statement
contained herein or otherwise.
This announcement is for information purposes only and is not intended to, and
does not, constitute, or form part of, an offer, invitation or the
solicitation of an offer to purchase, otherwise acquire, subscribe for, sell
or otherwise dispose of, any securities or the solicitation of any vote or
approval in any jurisdiction pursuant to the Acquisition or otherwise, nor
shall there be any sale, issuance or transfer of securities of TI Fluid
Systems in any jurisdiction in contravention of applicable law. The
Acquisition will be implemented solely pursuant to the terms of the Scheme
Document (or, if the Acquisition is implemented by way of an Offer, the offer
document), which will contain the full terms and conditions of the
Acquisition, including details of how to vote in respect of the Acquisition.
Any vote in respect of the Scheme or other response in relation to the
Acquisition should be made only on the basis of the information contained in
the Scheme Document (or, if the Acquisition is implemented by way of an Offer,
the offer document).
This announcement contains inside information in relation to TI Fluid Systems
for the purposes of Article 7 of the Market Abuse Regulation. The person
responsible for arranging the release of this announcement on behalf of TI
Fluid Systems is Janis N. Acosta, Chief Legal Officer and Company Secretary of
TI Fluid Systems. TI Fluid Systems' Legal Entity Identifier is
5493001T9RXVD6OAWY46.
This announcement does not constitute a prospectus, prospectus equivalent
document or exempted document.
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 the Financial Services
and Markets Act 2000 (as amended) 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 or into
jurisdictions other than the UK may be restricted by law and therefore any
persons who are subject to the law of any jurisdiction other than the UK
should inform themselves of, and observe, any applicable legal or regulatory
requirements. Any failure to comply with such requirements may constitute a
violation of the securities laws of any such jurisdiction. To the fullest
extent permitted by applicable law, the companies and persons involved in the
Acquisition disclaim any responsibility or liability for the violation of such
restrictions by any person. This announcement has been prepared in accordance
with and for the purpose of complying with English law, the Takeover Code, the
UK Listing Rules, the Market Abuse Regulation and the Disclosure Guidance and
Transparency Rules and information disclosed may not be the same as that which
would have been prepared in accordance with the laws of jurisdictions outside
England.
The availability of the Acquisition to TI Fluid Systems Shareholders who are
not resident in and citizens of the UK may be affected by the laws of the
relevant jurisdictions in which they are located or of which they are
citizens. Persons who are not resident in the UK should inform themselves of,
and observe, any applicable legal or regulatory requirements of their
jurisdictions. Any person (including, without limitation, nominees, trustees
and custodians) who would, or otherwise intends to, forward this announcement,
the Scheme Document or any accompanying document to any jurisdiction outside
the UK should refrain from doing so and seek appropriate professional advice
before taking any action. In particular, the ability of persons who are not
resident in the United Kingdom to vote their TI Fluid Systems Shares with
respect to the Scheme at the Court Meeting, or to appoint another person as
proxy to vote at the Court Meeting on their behalf, may be affected by the
laws of the relevant jurisdictions in which they are located. Any failure to
comply with the applicable restrictions may constitute a violation of the
securities laws of any such jurisdiction. To the fullest extent permitted by
applicable law, the companies and persons involved in the Acquisition disclaim
any responsibility or liability for the violation of such restrictions by any
person. Further details in relation to Overseas Shareholders will be contained
in the Scheme Document (or, if the Acquisition is implemented by way of an
Offer, the offer document).
Unless otherwise determined by Bidco or required by the Takeover Code, and
permitted by applicable law and regulation, the Acquisition will not be made
available, directly or indirectly, in, into, from, or by the use of mails or
any means or instrumentality (including, but not limited to, facsimile, e-mail
or other electronic transmission, telex or telephone) of interstate or foreign
commerce of, or of any facility of a national, state or other securities
exchange of, any Restricted Jurisdiction where to do so would violate the laws
in that jurisdiction and no person may vote in favour of the Scheme by any
such use, means, instrumentality or from within a Restricted Jurisdiction or
any other jurisdiction if to do so would constitute a violation of the laws of
that jurisdiction. 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 and persons receiving such documents
(including, without limitation, agents, custodians, nominees and trustees)
must not mail or otherwise forward, distribute or send it in or into or from
any Restricted Jurisdiction. Doing so may render invalid any related purported
vote in respect of the Acquisition. If the Acquisition is implemented by way
of an Offer (unless otherwise permitted by applicable law and regulation), the
Offer may not be made directly or indirectly, in, into, from, or by the use of
mails or any means or instrumentality (including, but not limited to,
facsimile, e-mail or other electronic transmission, telex or telephone) of
interstate or foreign commerce of, or of any facility of a national, state or
other securities exchange of, any Restricted Jurisdiction and the Offer may
not be capable of acceptance by any such use, means, instrumentality or
facilities.
Further details in relation to Overseas Shareholders will be included in the
Scheme Document (or, if the Acquisition is implemented by way of an Offer, the
offer document).
Notice to U.S. TI Fluid Systems Shareholders
The Acquisition relates to the shares of an English company and is being made
by means of a scheme of arrangement provided for under English law. A
transaction effected by means of a scheme of arrangement is not subject to the
tender offer or proxy solicitation rules under the U.S. Securities Exchange
Act of 1934 (the "U.S. Exchange Act"). Accordingly, the Acquisition is subject
to the disclosure requirements and practices applicable in the UK to schemes
of arrangement which differ from the disclosure requirements of the U.S.
tender offer and proxy solicitation rules. The financial information included
in this announcement has been prepared in accordance with generally accepted
accounting principles of the United Kingdom 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 United States.
If, in the future, Bidco exercises its right to implement the Acquisition by
way of an Offer, which is to be made into the United States, such Offer will
be made in compliance with the applicable U.S. laws and regulations.
It may be difficult for U.S. holders of TI Fluid Systems Shares to enforce
their rights and any claim arising out of the U.S. federal laws, since Bidco
and TI Fluid Systems are located in a non-U.S. jurisdiction, and some or all
of their officers and directors may be residents of a non-U.S. jurisdiction.
U.S. holders of TI Fluid Systems Shares may not be able to sue a non-U.S.
company or its officers or directors in a non-U.S. court for violations of the
U.S. securities laws. Further, it may be difficult to compel a non-U.S.
company and its affiliates to subject themselves to a U.S. court's judgement.
In accordance with normal UK practice and pursuant to Rule 14e-5(b) of the
U.S. Exchange Act, ABC Technologies or their nominees, or their brokers
(acting as agents), may from time to time make certain purchases of, or
arrangements to purchase, TI Fluid Systems Shares outside of the U.S., other
than pursuant to the Acquisition, until the date on which the Acquisition
becomes Effective, lapses or is otherwise withdrawn. Also, in accordance with
Rule 14e-5(b) of the U.S. Exchange Act, Lazard, Citi, TD Securities and
Scotiabank will each continue to act as an exempt principal trader in TI Fluid
Systems Shares on the London Stock Exchange. These purchases may occur either
in the open market at prevailing prices or in private transactions at
negotiated prices. Any information about such purchases will be disclosed as
required in the United Kingdom, will be reported to a Regulatory Information
Service and will be available on the London Stock Exchange website,
www.londonstockexchange.com (https://www.londonstockexchange.com/) .
U.S. TI Fluid Systems Shareholders also should be aware that the transaction
contemplated herein may have tax consequences in the U.S. and, that such
consequences, if any, are not described herein. U.S. TI Fluid Systems
Shareholders are urged to consult with legal, tax and financial advisers in
connection with making a decision regarding this transaction.
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 TI Fluid Systems contain statements which
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 current expectations and projections of the management of Bidco
and TI Fluid Systems about future events, and are therefore subject to risks
and uncertainties which could cause actual results to differ materially from
the future results 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 Bidco and TI
Fluid Systems (including their future prospects, developments and strategies),
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 "prepares", "plans",
"expects" or "does not expect", "is expected", "is subject to", "budget",
"projects", "synergy", "strategy", "scheduled", "goal", "estimates",
"forecasts", "cost-saving", "intends", "anticipates" or "does not anticipate",
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. Forward looking statements may
include statements relating to the following: (i) future capital expenditures,
expenses, revenues, earnings, synergies, economic performance, indebtedness,
financial condition, dividend policy, losses and future prospects; (ii)
business and management strategies and the expansion and growth of Bidco's, TI
Fluid Systems', any member of the ABC Technologies Group's or any member of
the TI Fluid Systems Group's operations and potential synergies resulting from
the Acquisition; and (iii) the effects of global economic conditions and
governmental regulation on Bidco's, TI Fluid Systems', any member of the ABC
Technologies Group's or any member of the TI Fluid Systems Group's business.
Although Bidco and TI Fluid Systems believe that the expectations reflected in
such forward-looking statements are reasonable, Bidco and TI Fluid Systems can
give no assurance that such expectations will prove to be correct. By their
nature, forward-looking statements involve risk and uncertainty because they
relate to events and depend on circumstances that will occur in the future.
There are a number of factors that could cause actual results and developments
to differ materially from those expressed or implied by such forward-looking
statements.
These factors include, but are not limited to: the ability to complete the
Acquisition; the ability to obtain requisite regulatory and shareholder
approvals and the satisfaction of other Conditions on the proposed terms and
schedule; changes in the global political, economic, business and competitive
environments and in market and regulatory forces; changes in future exchange
and interest rates; changes in tax rates; future business combinations or
disposals; changes in general economic and business conditions; changes in the
behaviour of other market participants; changes in the anticipated benefits
from the proposed transaction not being realised as a result of changes in
general economic and market conditions in the countries in which Bidco and TI
Fluid Systems operate, weak, volatile or illiquid capital and/or credit
markets, changes in tax rates, interest rate and currency value fluctuations,
the degree of competition in the geographic and business areas in which Bidco
and TI Fluid Systems operate and changes in laws or in supervisory
expectations or requirements. Other unknown or unpredictable factors could
cause actual results to differ materially from those expected, estimated or
projected in the forward-looking statements. If any one or more of these risks
or uncertainties materialises or if any one or more of the assumptions proves
incorrect, actual results may differ materially from those expected, estimated
or projected. Such forward-looking statements should therefore be construed in
the light of such factors. Neither Bidco nor TI Fluid Systems, nor any of
their respective associates or directors, officers or advisers, provides any
representation, assurance or guarantee that the occurrence of the events
expressed or implied in any forward-looking statements in this announcement
will actually occur. You are cautioned not to place any reliance on these
forward-looking statements.
Specifically, statements of estimated cost savings and synergies related to
future actions and circumstances which, by their nature, involve risks,
uncertainties and contingencies. As a result, the cost savings and synergies
referred to may not be achieved, may be achieved later or sooner than
estimated, or those achieved could be materially different from those
estimated. Due to the scale of the TI Fluid Systems Group, there may be
additional changes to the TI Fluid Systems Group's operations. As a result,
and given the fact that the changes relate to the future, the resulting cost
synergies may be materially greater or less than those estimated.
Other than in accordance with their legal or regulatory obligations, neither
Bidco nor TI Fluid Systems is under any obligation, and Bidco and TI Fluid
Systems expressly disclaim any intention or obligation, to update or revise
any forward-looking statements, whether as a result of new information, future
events or otherwise.
Dealing and Opening Position Disclosure Requirements
Under Rule 8.3(a) of the Takeover 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) of the Takeover Code
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 Takeover 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, 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.
Publication on a website
In accordance with Rule 26.1 of the Takeover Code, a copy of this announcement
and the documents required to be published under Rule 26 of the Takeover Code
will be made available, subject to certain restrictions relating to persons
resident in Restricted Jurisdictions, on TI Fluid Systems' website at
https://tifluidsystems.com/ (https://tifluidsystems.com/) by no later than 12
noon (London time) on the Business Day following this announcement. For the
avoidance of doubt, neither the content of this website nor of any website
accessible from hyperlinks set out in this announcement is incorporated by
reference or forms part of this announcement.
No profit forecasts, estimates or quantified benefits statements
No statement in this announcement is intended as a profit forecast, profit
estimate or quantified benefits statement for any period and no statement in
this announcement should be interpreted to mean that earnings or earnings per
share for TI Fluid Systems for the current or future financial years would
necessarily match or exceed the historical published earnings or earnings per
share for TI Fluid Systems.
Requesting hard copy documents
In accordance with Rule 30.3 of the Takeover Code, TI Fluid Systems
Shareholders, persons with information rights and participants in TI Fluid
Systems Share Plans may request a hard copy of this announcement, free of
charge, by contacting TI Fluid Systems' registrar, Equiniti Limited, either in
writing to Aspect House, Spencer Road, Lancing, West Sussex, BN99 6DA, United
Kingdom or by calling +44 (0) 333 207 6530. You may also request that all
future documents, announcements and information to be sent to you in relation
to the Acquisition should be in hard copy form. Calls outside the U.K. will be
charged at the applicable international rate. Lines are open between 8.30 a.m.
and 5.30 p.m. (London time) Monday to Friday excluding public holidays in
England and Wales. 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. In accordance with Rule
30.3 of the Takeover Code, such persons may also request that all future
documents, announcements and information to be sent to them in relation to the
Acquisition should be in hard copy form.
Electronic communications
Please be aware that addresses, electronic addresses and certain other
information provided by TI Fluid Systems Shareholders, persons with
information rights and other relevant persons for the receipt of
communications from TI Fluid Systems may be provided to Bidco during the offer
period as required under Section 4 of Appendix 4 of the Takeover Code to
comply with Rule 2.11(c) of the Takeover Code.
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 figures that precede them.
General
Bidco reserves the right to elect, with the consent of the Panel (where
necessary) and subject to the terms of the Cooperation Agreement, to implement
the Acquisition by way of an Offer as an alternative to the Scheme. In such an
event, for so long as the Cooperation Agreement is continuing, an Offer will
be implemented on substantially the same terms, so far as applicable, as those
which would apply to the Scheme (subject to appropriate amendments, including
an acceptance condition set at not more than 90 per cent. of the TI Fluid
Systems Shares on a fully diluted basis (or such other percentage as may be
permitted under the terms of the Cooperation Agreement) and (to the extent
necessary) consultation with the Panel, being in any case more than 50 per
cent. of the TI Fluid Systems Shares).
If the Acquisition is effected by way of an Offer, and such an Offer becomes
or is declared unconditional in all respects and sufficient acceptances are
received, Bidco intends to exercise its rights to apply the provisions of
Chapter 3 of Part 28 of the 2006 Act so as to acquire compulsorily the
remaining TI Fluid Systems Shares in respect of which the Offer has not been
accepted.
Investors should be aware that Bidco may purchase TI Fluid Systems Shares
otherwise than under any Offer or the Scheme, including pursuant to privately
negotiated purchases.
Disclaimer
The information contained herein does not constitute an offer to sell, nor a
solicitation of an offer to buy, any security, and may not be used or relied
upon in connection with any offer or solicitation. Any offer or solicitation
in respect of ABC Technologies will be made only through a confidential
private placement memorandum and related documents which will be furnished to
qualified investors on a confidential basis in accordance with applicable laws
and regulations. The information contained herein is not for publication or
distribution to persons in the U.S. Any securities referred to herein have not
been and will not be registered under the U.S. Securities Act of 1933, as
amended, and may not be offered or sold without registration thereunder or
pursuant to an available exemption therefrom. Any offering of securities to be
made in the U.S. would have to be made by means of an offering document that
would be obtainable from the issuer or its agents and would contain detailed
information about the issuer of the securities and its management, as well as
financial information. The securities may not be offered or sold in the U.S.
absent registration or an exemption from registration.
The Acquisition will be subject to English law, the jurisdiction of the Court,
and the applicable requirements of the Takeover Code, the Panel, the London
Stock Exchange, the FCA, the UK Listing Rules and the Registrar of Companies.
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 THAT JURISDICTION
FOR IMMEDIATE RELEASE
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
29 November 2024
RECOMMENDED CASH ACQUISITION
of
TI Fluid Systems plc
by
ABC Technologies Acquisitions Limited
(a newly-formed company wholly-owned by ABC Technologies)
to be implemented by means of a scheme of arrangement
under Part 26 of the Companies Act 2006
1 Introduction
The boards of directors of Bidco and TI Fluid Systems are pleased to announce
that they have reached agreement on the terms and conditions of a recommended
all cash acquisition by Bidco of the entire issued, and to be issued, ordinary
share capital of TI Fluid Systems.
It is intended that the Acquisition will be implemented by way of a
Court‑sanctioned scheme of arrangement under Part 26 of the 2006 Act
(although Bidco reserves the right to effect the Acquisition by way of an
Offer, subject to the consent of the Panel and the terms of the Cooperation
Agreement). The Conditions to the Acquisition are set out in full in
Appendix 1 to this announcement.
2 The Acquisition
Under the terms of the Acquisition, which will be subject to the Conditions
and further terms set out in Appendix 1 to this announcement and the full
terms and conditions to be set out in the Scheme Document, each TI Fluid
Systems Shareholder will be entitled to receive:
for each TI Fluid Systems Share: 200.0 pence in cash
The Acquisition price per TI Fluid Systems Share represents a premium of
approximately:
· 54.5 per cent. to the volume-weighted average price of 129.5 pence
per TI Fluid Systems Share for the 90-day period to 13 September 2024 (being
the last Business Day prior to the commencement of the offer period);
· 53.4 per cent. to the closing share price of 130.4 pence per TI Fluid
Systems Share on 21 August 2024 (being the last Business Day prior to ABC
Technologies submitting its first proposal to the TI Fluid Systems Board);
· 47.3 per cent. to the closing share price of 135.8 pence per TI Fluid
Systems Share on 12 September 2024 (being the last Business Day prior to
speculation around a possible offer on 13 September 2024); and
· 37.2 per cent. to the closing share price of 145.8 pence per TI Fluid
Systems Share on 13 September 2024 (being the last Business Day prior to the
commencement of the offer period).
The Acquisition values TI Fluid Systems' entire issued, and to be issued,
ordinary share capital at approximately £1,039 million on a fully diluted
basis and implies an enterprise value of approximately £1,831 million.
The TI Fluid Systems Shares will be acquired pursuant to the Acquisition fully
paid and free from all liens, charges, equities, encumbrances, rights of
pre‑emption and any other interests of any nature whatsoever and together
with all rights attaching thereto, including without limitation voting rights
and the right to receive and retain in full all dividends and other
distributions (if any) announced, declared, made or paid with a record date on
or after the Effective Date.
If, on or after the date of this announcement and prior to the Acquisition
becoming Effective, any dividend and/or other distribution and/or other return
of capital or value is announced, declared, made or paid or becomes payable in
respect of the TI Fluid Systems Shares, Bidco reserves the right to reduce the
consideration payable under the terms of the Acquisition for the TI Fluid
Systems Shares by an amount up to the aggregate amount of such dividend and/or
distribution and/or other return of capital or value, in which case any
reference in this announcement to the consideration payable under the terms of
the Acquisition will be deemed to be a reference to the consideration as so
reduced. Any exercise by Bidco of its rights referred to in this paragraph
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 terms of the
Scheme or the Acquisition. In such circumstances, TI Fluid Systems
Shareholders would be entitled to retain any such dividend, distribution
and/or other return of capital or value.
3 Background to and reasons for the Acquisition
ABC Technologies believes that TI Fluid Systems represents a compelling
opportunity to acquire a leading global manufacturer of fluid systems and
thermal management solutions that is strategically and culturally
complementary to ABC Technologies, and will benefit stakeholders across
employees, customers and suppliers in the following ways:
· Expanded Global Footprint: The Acquisition expands the combined
group's global and regional reach, enhancing the established presence of TI
Fluid Systems and ABC Technologies across the core automotive markets in the
Americas, Europe, and Asia.
· Enhanced Product Portfolio: TI Fluid Systems' leading capabilities
across fluid carrying systems, fuel tank and delivery systems and growing
thermal management products complement ABC Technologies' expertise in the
manufacturing of high-quality plastic components, products and systems
solutions for the global automotive industry. The combined group will be well
positioned to deliver a stronger offering to its customers with further
enhanced focus on overall operational excellence, including efficiency,
performance and sustainability.
· Broader Customer Base: The combined group will serve as the trusted
partner of choice to a diversified range of customers, including some of the
largest and most recognisable automotive OEMs and Tier One suppliers
worldwide.
· Improved Market Position: Both TI Fluid Systems and ABC Technologies
have reputations for delivering strong revenue growth through new contract
wins and innovative product portfolios. This strong market position is
expected to be enhanced through sharing best practices to unlock incremental
and new growth opportunities.
· Cultural Fit: TI Fluid Systems' culture and values, including
collaboration, ingenuity and integrity are strongly aligned with ABC
Technologies' corporate philosophy of delivering best-in-class solutions while
adhering to the highest ethical standards and values. Both companies believe
that people are the foundation for success and share a focus on safety,
quality, employee engagement, innovation, and customer satisfaction.
Bringing together the rich heritages of both TI Fluid Systems and ABC
Technologies as established leading manufacturers will create a business that
benefits from an enhanced go-to-market proposition and greater financial
strength to support the combined group's long-term growth objectives and
vision for the future.
4 Recommendation
The TI Fluid Systems Directors, who have been so advised by Goldman Sachs and
Peel Hunt as to the financial terms of the Acquisition, consider the terms of
the Acquisition to be fair and reasonable. In providing their advice, Goldman
Sachs and Peel Hunt have taken into account the commercial assessments of the
TI Fluid Systems Directors. Peel Hunt is providing independent financial
advice to the TI Fluid Systems Directors for the purposes of Rule 3 of the
Takeover Code.
Accordingly, the TI Fluid Systems Directors intend to recommend unanimously
that TI Fluid Systems Shareholders vote, or procure voting, in favour of the
Scheme at the Court Meeting and the Resolutions at the General Meeting (or in
the event that the Acquisition is implemented by an Offer, to accept or
procure acceptance of such Offer), as the TI Fluid Systems Directors who hold
interests in TI Fluid Systems Shares (in a personal capacity or through a
nominee) have irrevocably undertaken to do, or to procure to be done, in
respect of their own beneficial holdings (or those TI Fluid Systems Shares
over which they have control), being, in aggregate 2,386,463 TI Fluid Systems
Shares (representing approximately 0.48 per cent. of the existing issued
ordinary share capital of TI Fluid Systems) as at 28 November 2024, being the
Business Day prior to the date of this announcement.
5 Background to and reasons for the recommendation
TI Fluid Systems is a leading global designer, engineer, manufacturer and
supplier of fluid storage, carrying and delivery systems, and thermal
management products and systems for all vehicle architectures, from internal
combustion engine ("ICE") vehicles to hybrid electric vehicles ("HEVs"),
plug-in hybrid electric vehicle ("PHEVs") and battery electric vehicles
("BEVs").
Building on a long-standing reputation in brake lines, fuel lines and
pressurised fuel tanks, TI Fluid Systems has established a strong position in
emerging thermal fluid management line categories. With 98 manufacturing
locations globally, TI Fluid Systems operates through a decentralised regional
structure designed to provide cost-competitive local supply and proximity to
its customers' commercial decision-making. The TI Fluid Systems Directors
believe that a "propulsion-agnostic" product portfolio, diverse customer base
and broad international footprint position TI Fluid Systems favourably for the
period of long-term transformation that characterises the global automotive
market and is reflected in:
· a structural transition from ICE vehicle platforms to HEVs, PHEVs and
BEVs, the pace of which is difficult to predict; and
· rapid growth in the number and scale of new vehicle original
equipment manufacturers ("OEMs").
Following the launch of its Take-the-Turn strategy in 2021, TI Fluid Systems
has continued to lay the foundations for its successful transition to the
electrification of the automotive industry. This strategy was reiterated and
refined during TI Fluid Systems' Capital Markets Day in 2023, where it was
progressed to Taking-the-Turn with accelerated execution. As part of
Taking-the-Turn, TI Fluid Systems set out a target to achieve revenues of
>€4.5 billion by 2030 and reaffirmed its medium-term target of returning
to a double-digit adjusted EBIT margin. To achieve this performance, TI Fluid
Systems has been focused on a number of strategic priorities, including:
· increasing sales of thermal management products, including fluid
carrying lines, connectors, integrated thermal modules and pressure resistant
fuel tanks, particularly to new BEV, PHEV and HEV vehicle platforms;
· growing significantly the TI Fluid Systems Group's market position in
China with domestic OEMs;
· effectively re-positioning its manufacturing assets for the expected
product mix changes brought about by growth in the global production of BEVs
and a reduction in production of ICE platforms; and
· the ongoing realisation of productivity and efficiency savings.
Delivery against these strategic priorities has yielded encouraging initial
progress, with the results of this visible in the TI Fluid Systems Group's
resilient financial performance in 2023 and 2024 year to date, as well as in
the high level of future business bookings secured over that time period,
particularly in respect of new BEV and PHEV platforms and with Chinese OEMs.
As a result, the TI Fluid Systems Directors remain confident in the TI Fluid
Systems Group's strategy and its ability, over time, to deliver on its
financial targets.
At the same time the TI Fluid Systems Directors are cognisant of the
significant disruption currently affecting the global automotive industry,
which has resulted in a reduction in global light vehicle production ("GLVP")
volumes from approximately 90.5 million units in 2023, to a current estimate
of approximately 88.5 million units in 2024. Within this, the adverse impacts
of disruption have been more acute for TI Fluid Systems' larger European OEM
customers, whereas local Chinese OEMs, a key area of growth focus for TI Fluid
Systems, continue to outperform. Whilst some of the factors responsible for
the current disruption are likely to be temporary in nature, those relating to
the changing competitive environment for vehicle manufacturers are more
uncertain as to both duration and impact for the automotive supply chain.
Reflecting this backdrop in assessing and recommending the terms of the
Acquisition, the TI Fluid Systems Directors have carefully considered the
following matters:
· the opportunities and continued execution risks associated with the
delivery of TI Fluid Systems' Taking-The-Turn strategy;
· a weaker and more volatile short-term GLVP environment will make it
more challenging to achieve the TI Fluid Systems Group's financial objectives
in the near term; and
· should the current period of automotive sector disruption extend for
a prolonged period, creating structural changes in the competitive environment
for the TI Fluid Systems Group's customers, this is likely to affect the TI
Fluid Systems Group's ability to deliver on its strategic priorities in ways
which are difficult to predict in extent and timing.
The TI Fluid Systems Directors also believe that the TI Fluid Systems Group's
long-term potential has not, over time, been entirely reflected in the price
and valuation rating of the TI Fluid Systems Shares, in part due to TI Fluid
Systems' shareholding structure. Resolving this is not wholly within the TI
Fluid Systems Directors' control and consequently it is possible that the
situation may continue and could also lead to future volatility in the price
of the TI Fluid Systems Shares.
ABC Technologies' offer of 200 pence per TI Fluid Systems Share followed a
number of unsolicited proposals from ABC Technologies and represents a 21.2
per cent. increase from its initial proposal of 165 pence per TI Fluid Systems
Share. The TI Fluid Systems Directors believe that the terms of the
Acquisition provide the opportunity for TI Fluid Systems Shareholders to
realise an immediate and certain cash value today for the entirety of their
investment at a level which may not be achievable until the execution of TI
Fluid Systems' strategy is delivered over the medium to longer term, with that
execution subject to a number of factors outside of TI Fluid Systems' control.
In considering the financial terms of the acquisition and determining whether
they reflect an appropriate valuation of TI Fluid Systems and its future
prospects, the TI Fluid Systems Directors have taken into account a number of
factors including that:
· the Offer will provide an opportunity for TI Fluid Systems
Shareholders to realise immediate value from delivery of the standalone
strategy on an accelerated basis, in cash;
· the certain cash value of the Acquisition should be weighed against
the inherent uncertainty of the delivery of future value that exists in the
business; and
· at 200 pence per TI Fluid Systems Share the Acquisition price
represents an attractive premium of approximately 54.5 per cent. to the volume
weighted average price for the 90-day period to 13 September 2024.
In addition to the financial terms, the TI Fluid Systems Directors have also
taken into account ABC Technologies' intentions concerning TI Fluid Systems
business, management team, employees and other stakeholders of TI Fluid
Systems (detailed in paragraph 6 below). The TI Fluid Systems Directors note
the great importance ABC Technologies and Bidco attach to the skill and
experience of TI Fluid Systems' management and employees who will continue to
be key to the success of TI Fluid Systems.
Accordingly, following careful consideration of the above factors the TI Fluid
Systems Directors intend to unanimously recommend that TI Fluid Systems
Shareholders vote, or procure voting, in favour of the Scheme at the Court
Meeting and the Resolutions to be proposed at the General Meeting.
6 Directors, management, employees, pensions, research and development and locations
ABC Technologies and Bidco's strategic plans for TI Fluid Systems
As set out in paragraph 3 of this announcement, ABC Technologies and Bidco
believe that TI Fluid Systems has a high-quality portfolio of products and
technologies in which TI Fluid Systems has invested in recent years, and
believes that the Acquisition represents an attractive opportunity to use the
combined group's scale to accelerate the development of TI Fluid Systems.
The Acquisition is premised on bringing together two complementary businesses
to create a larger, stronger and more diversified business, that is
well-positioned to succeed in an evolving global automotive industry. The
Acquisition will provide ABC Technologies with major new product lines,
including fluid carrying systems, fuel tank and delivery systems and thermal
management capabilities. It will also provide ABC Technologies with increased
scale in North America, and an extension of its geographic footprint into
Europe and Asia. The increased scale, growth and reach are expected to benefit
both ABC Technologies and TI Fluid Systems.
Prior to this announcement, and consistent with market practice, ABC
Technologies and Bidco have been granted access to TI Fluid Systems' senior
management for the purposes of confirmatory due diligence. This has enabled
them to develop a preliminary strategy for the combined group, that is
consistent with the strategic plans that TI Fluid Systems has previously set
out to shareholders. Following the completion of the Acquisition, ABC
Technologies and Bidco intend to:
· preserve TI Fluid Systems' leading market positions across safety
critical components, inclusive of brake and fuel lines, fuel tanks, fuel
delivery products, and thermal management;
· retain TI Fluid Systems' deep expertise and capability across its
manufacturing and research and development functions to accelerate the
commercialisation of TI Fluid Systems' innovative technologies and products in
BEV and PHEV for the benefit of the combined group's customers; and
· maintain the balance of skills and functions of employees of TI Fluid
Systems and reduce the total current headcount of employees and contractors of
TI Fluid Systems by up to approximately 10 per cent. - such headcount
reduction is expected to be primarily associated with the reduction in scope
of TI Fluid Systems' corporate, administration, R&D, and operational
support functions including PLC-related functions.
ABC Technologies and Bidco have not yet had unrestricted access to
sufficiently detailed information to develop more comprehensive and specific
plans regarding the full impact of the Acquisition on TI Fluid Systems.
Following the Effective Date, ABC Technologies and Bidco intend to work with
TI Fluid Systems' management to conduct a comprehensive review of TI Fluid
Systems to plan for a successful combination with ABC Technologies and Bidco
to fully realise the envisaged benefits of the Acquisition whilst minimising
disruption to employees, customers and suppliers. This review will include:
· reviewing TI Fluid Systems' existing strategy, capital requirements,
organisational structure, procurement, operating footprint and manufacturing
performance;
· reviewing the strategy of TI Fluid Systems' product lines including
assessing further opportunities for acceleration of growth. This assessment
will include the product offerings and development, markets, programme
positions and customers;
· engaging with customers and suppliers and other key stakeholders of
TI Fluid Systems;
· assessing the opportunity within each part of TI Fluid Systems'
product portfolio to enhance the efficiency of the business process and
structure and deliver cost improvement;
· determining the specific and limited set of TI Fluid Systems
manufacturing facilities and offices to potentially be closed to reflect the
geographical footprint of the combined group; and
· evaluating and assessing the scope for further cost efficiencies in
addition to TI Fluid Systems management's ongoing initiatives.
ABC Technologies and Bidco expect this review will be completed within
approximately six months from the Effective Date. The outcome of the detailed
review will guide any strategic decisions and subsequent integration efforts
in addition to ABC Technologies and Bidco's intentions as set out above and
below.
Employees and management
ABC Technologies and Bidco attach great importance to the skill and experience
of TI Fluid Systems' management and employees. ABC Technologies and Bidco
believe TI Fluid Systems' employees across geographic locations and product
divisions will benefit from greater opportunities within the combined group as
a result of the Acquisition.
In order to achieve some of the expected benefits of the combination of ABC
Technologies and TI Fluid Systems, as noted above, ABC Technologies and Bidco
will perform a comprehensive review of how best to integrate the two
businesses together and achieve cost savings where duplication exists. Whilst
the steps for any restructuring are not yet known, based on the preliminary
evaluation work undertaken to date, ABC Technologies and Bidco intend to
reduce the total headcount of employees and contractors of TI Fluid Systems by
up to approximately 10 per cent., inclusive of the reduction in scope of TI
Fluid Systems' corporate, administration, R&D and operational support
functions, an approximate one-third reduction in the headcount of
administration functions in Oxford, and the reduction of TI Fluid Systems'
manufacturing facilities and offices by approximately 5-10 per cent, as noted
further below. The combined group will aim to retain the best talent from each
of TI Fluid Systems and ABC Technologies, and any such proposals will be
carried out through a fair and transparent process in accordance with
applicable legal requirements.
The detailed steps for such restructuring are subject to the post-completion
review referred to above and would also be subject to comprehensive and
detailed planning, appropriate engagement and consultation with
representatives and other stakeholders, including affected employees and any
appropriate employee representative bodies in accordance with the legal
obligations of the combined group. ABC Technologies and Bidco intend to
commence this engagement process long enough before any final decisions are
taken so as to ensure compliance with relevant legal obligations.
ABC Technologies and Bidco intend to fully safeguard the existing contractual
and statutory rights and terms and conditions of employment of the management
and employees of TI Fluid Systems and its subsidiaries in accordance with
applicable law, including pension obligations and any legal requirement to
consult employee representative bodies. ABC Technologies and Bidco do not
intend to make any material changes to the conditions of employment of the TI
Fluid Systems management and employees, unless otherwise agreed with the
relevant individuals.
Save for the above, ABC Technologies and Bidco do not intend to make any
material changes to the balance of skills and functions of employees of TI
Fluid Systems.
It is intended that, with effect from the Effective Date, each of the
non-executive members of the TI Fluid Systems Board shall resign from his or
her office as a director of TI Fluid Systems.
Existing rights and pensions
TI Fluid Systems operates defined benefit and defined contribution pension
schemes in the US, UK, Canada, South Korea and other jurisdictions.
TI Fluid Systems' UK defined benefit pension plan is closed to new entrants
and future accruals. The UK defined benefit pension was fully funded on a
"technical provisions" basis as at 6 April 2023. ABC Technologies and Bidco do
not currently intend to reopen the scheme or to make any change to the
benefits provided by it and confirms that its intention is for employer
contributions to this scheme to continue in line with current arrangements and
anticipates discussing these with the plan trustees in due course.
TI Fluid Systems also operates defined benefit pension schemes in other
jurisdictions including the US and Canada. The US defined benefit scheme and
the Canada defined benefit scheme are both closed to new entrants. The US
defined benefit scheme is closed to future accruals and the Canada defined
benefit scheme is closed to future service accruals. The Canada defined
benefit scheme was fully funded on a going concern basis as of 31 December
2023. The US defined benefit scheme was underfunded based on the balance sheet
dated 31 December 2023. ABC Technologies and Bidco do not intend to make any
changes to the current employer pension contribution arrangements or the
accrual of benefits for existing members.
Management incentive arrangements
ABC Technologies and Bidco have not entered into, and have not had any
discussions on proposals to enter into, any form of incentivisation or other
arrangements with members of TI Fluid Systems' management or employees.
Following completion of the Acquisition, ABC Technologies and Bidco may have
discussions and enter into such discussions for certain members of the TI
Fluid Systems' management team.
Headquarters and headquarter functions, locations, fixed assets and research
and development
The acquisition of TI Fluid Systems provides an opportunity for ABC
Technologies and Bidco to optimise the combined operational and manufacturing
footprint to support the realisation of the long-term growth objectives of the
combined group. ABC Technologies and Bidco intend to enhance the manufacturing
conversion cost of TI Fluid Systems' manufacturing facilities by developing a
continuous improvement organisation across the footprint, improving product
flow through and undertaking physical set-up improvements to TI Fluid Systems'
facilities, and by leveraging operational lessons learnt from best-in-network
plants to enhance overall plant productivity. As noted above, upon completion
of the Acquisition, ABC Technologies and Bidco will conduct a comprehensive
review of TI Fluid Systems' operations and facilities. This review will have
regard to the ongoing cost efficiency programme of the TI Fluid Systems'
Taking-the-Turn strategy and assess potential footprint rationalisation
through manufacturing facility reduction and/or co-location of offices within
the combined group to realise rental and lease expense savings. Based on its
preliminary diligence review of TI Fluid Systems, and while ABC Technologies
and Bidco have not yet identified any specific manufacturing facilities which
could be rationalised, ABC Technologies and Bidco intend to reduce TI Fluid
Systems' manufacturing facilities and offices by approximately 5-10 per cent.
Save for the above, ABC Technologies and Bidco intend to consolidate the head
office functions of ABC Technologies and TI Fluid Systems. These functions
will include corporate, administration and operational support functions. ABC
Technologies and Bidco intend to maintain TI Fluid Systems' principal
headquarters in Auburn Hills, Michigan, USA. As a result of consolidation
between the combined organisation, ABC Technologies and Bidco intend to effect
an approximate one-third reduction in the headcount and associated footprint
of administration functions in Oxford.
As described above, the detailed steps for such restructuring are subject to
the post-completion review and would also be subject to comprehensive and
detailed planning, appropriate engagement and consultation with
representatives and other stakeholders, including affected employees and any
appropriate employee representative bodies in accordance with the legal
obligations of the combined group.
ABC Technologies and Bidco have no intention to redeploy any of TI Fluid
Systems' material fixed assets, save as set out above in connection of the
review of TI Fluid Systems.
ABC Technologies and Bidco have been impressed by TI Fluid Systems' commitment
to research and development which aligns to ABC Technologies' innovation
culture. ABC Technologies and Bidco intend to integrate TI Fluid Systems'
R&D activities within ABC Technologies' existing set-up, and expects to
simplify TI Fluid Systems' organisational structure and reduce associated
headcount, to align with ABC Technologies. The potential integration would be
intended to support the combined group's long-term growth objectives.
Trading facilities
TI Fluid Systems Shares are currently listed on the Official List and admitted
to trading on the London Stock Exchange. As set out in paragraph 15, a request
shall be made for the cancellation of the listing of TI Fluid Systems Shares
from the Official List and steps will be taken to re-register TI Fluid Systems
as a private company.
Rule 19.5 of the Takeover Code
None of the statements in this paragraph 6 are "post offer undertakings" for
the purposes of Rule 19.5 of the Takeover Code.
7 Information relating to Bidco, ABC TECHNOLOGIES, APOLLO AND OAKTREE
Bidco
Bidco is a private limited company incorporated in England and Wales and is
wholly-owned by ABC Technologies. Bidco was formed for the purposes of the
Acquisition and has not traded since its date of incorporation, nor has it
entered into any obligations other than in connection with the Acquisition.
The current directors of Bidco are Michael Reiss and Jonathan Williams.
Further details in relation to Bidco will be contained in the Scheme Document.
ABC Technologies
ABC Technologies is a leading global manufacturer and supplier of custom,
highly-engineered technical plastics, components, systems and light-weight
innovations to the global automotive industry. Headquartered in Toronto,
Ontario, Canada, ABC Technologies is strategically placed to offer vertically
integrated product and process solutions through a skilled workforce of over
11,000 team members. ABC Technologies is majority owned by certain Apollo
Funds, with Oaktree owning a minority equity interest in ABC Technologies.
Apollo
Apollo Global Management, Inc. ("Apollo Global Management") is a leading
alternative asset manager and retirement services business with $733 billion
of assets under management as of 30 September 2024. Through its fully
integrated investment platform spanning the full risk-reward spectrum from
investment grade to private equity, Apollo Global Management provides
innovative capital solutions to help build and finance stronger businesses.
Apollo Global Management's private equity business has been successfully
investing in companies for nearly 35 years, supporting great businesses in
their growth and transformation journeys.
Oaktree
Oaktree is a leader among global investment managers specialising in
alternative investments, with $205 billion in assets under management as of 30
September 2024. The firm emphasises an opportunistic, value-oriented, and
risk-controlled approach to investments in credit, equity, and real estate.
The firm has more than 1,200 employees and offices in 23 cities worldwide. For
additional information, please visit Oaktree's website at
http://www.oaktreecapital.com (http://www.oaktreecapital.com) .
8 Information relating to TI Fluid Systems
TI Fluid Systems is a global innovator of thermal and fluid system solutions
for the full range of current and developing vehicle architectures. Serving
all major automotive manufacturers, with more than 100 years of automotive
supply experience; TI Fluid Systems operates across 27 countries with a
commitment to improving efficiency, performance and sustainability worldwide.
For the financial year ended 31 December 2023, the TI Fluid Systems Group
generated revenue of €3,516.2 million and Adjusted EBITDA of €393.0
million and, for the six months ended 30 June 2024, the TI Fluid Systems Group
generated revenue of €1,719.4 million and Adjusted EBITDA of €202.6
million.
9 Irrevocable undertakings and non-binding letters of intent
As described above, Bidco has received irrevocable undertakings from certain
TI Fluid Systems Directors who hold TI Fluid Systems Shares to vote (or, where
applicable, procure voting) in favour of the Scheme at the Court Meeting and
the Resolutions at the General Meeting (or in the event that the Acquisition
is implemented by an Offer, to accept or procure acceptance of such Offer), in
respect of, in aggregate, 2,386,463 TI Fluid Systems Shares (representing
approximately 0.48 per cent. of the existing issued ordinary share capital of
TI Fluid Systems as at 28 November 2024, being the last Business Day before
the date of this announcement). These undertakings will remain binding in the
event that a higher competing offer for TI Fluid Systems is made.
Bidco has also received an irrevocable undertaking from BC Omega Holdco
Limited to vote (or, where applicable, procure voting) in favour of the Scheme
at the Court Meeting and the Resolutions at the General Meeting (or in the
event that the Acquisition is implemented by an Offer, to accept or procure
acceptance of such Offer), in respect of its 141,064,632 TI Fluid Systems
Shares (representing approximately 28.43 per cent. of the existing issued
ordinary share capital of TI Fluid Systems as at 28 November 2024, being the
last Business Day before the date of this announcement). This undertaking will
remain binding in the event that a higher competing offer for TI Fluid Systems
is made.
Bidco has also received non-binding letters of intent from J O Hambro Capital
Management Limited and Cobas Asset Management, SGIIC, S.A. to vote in favour
of the Scheme at the Court Meeting and the Resolutions at the General Meeting
(or in the event that the Acquisition is implemented by an Offer, to accept
such Offer), in respect of, in aggregate, 30,656,329 TI Fluid Systems Shares
(representing approximately 6.18 per cent. of the existing issued ordinary
share capital of TI Fluid Systems as at 28 November 2024, being the last
Business Day before the date of this announcement).
Bidco has, therefore, received irrevocable undertakings and non-binding
letters of intent in respect of a total of 174,107,424 TI Fluid Systems Shares
(representing approximately 35.09 per cent. of the existing issued ordinary
share capital of TI Fluid Systems as at 28 November 2024, being the last
Business Day before the date of this announcement).
Further details of these irrevocable undertakings and non-binding letters of
intent, including the circumstances in which the irrevocable undertakings
cease to be binding, are set out in Appendix 3 to this announcement.
10 Financing of the Acquisition
The cash consideration payable to TI Fluid Systems Shareholders under the
terms of the Acquisition will be financed by a combination of: (a) new equity
financing to be provided by the Apollo Funds and Oaktree; and (b) a portion of
the proceeds of third party debt to be provided under an interim facilities
agreement entered into between, inter alios, Bidco, ABC Group Intermediate
Holdings Inc. (as security provider), Citibank, N.A. (as interim facilities
agent and interim security agent) and (i) Citibank, N.A., London Branch, (ii)
Citicorp North America, Inc., (iii) Banco Santander, S.A., New York Branch,
(iv) The Toronto-Dominion Bank, (v) Bank of Montreal, (vi) Canadian Imperial
Bank of Commerce, (vii) Deutsche Bank AG New York Branch, (viii) Scotiabank,
(ix) NatWest Markets Plc and National Westminster Bank Plc, and (x) Mizuho
Bank, Ltd. (each, as an original interim lender) (the "Interim Facilities
Agreement"). Additionally, Bidco has commitments from (i) Citigroup Global
Markets Inc., (ii) Banco Santander, S.A., New York Branch, (iii) TD Securities
(USA) LLC and The Toronto-Dominion Bank, (iv) Bank of Montreal and BMO Capital
Markets Corp., (v) Canadian Imperial Bank of Commerce and CIBC World Markets
Corp. (vi) Deutsche Bank AG New York Branch, Deutsche Bank AG Cayman Islands
Branch and Deutsche Bank Securities Inc., (vii) Scotiabank, (viii) NatWest
Markets Plc and National Westminster Bank Plc, and (ix) Mizuho Bank, Ltd. for
long-term third-party debt for which it expects to finalise the documentation
between the date of this announcement and the Effective Date, a portion of
which may be used to finance the cash consideration payable to TI Fluid
Systems Shareholders under the terms of the Acquisition in lieu of utilising
the Interim Facilities Agreement.
Lazard, in its capacity as lead financial adviser to Bidco, is satisfied that
sufficient resources are available to Bidco to satisfy in full the cash
consideration payable to TI Fluid Systems Shareholders under the terms of the
Acquisition.
Further information on the financing of the Acquisition will be set out in the
Scheme Document.
11 Offer‑related arrangements
Confidentiality Agreement
On 9 October 2024, ABC Technologies and TI Fluid Systems entered into a
Confidentiality Agreement in relation to the Acquisition, pursuant to which,
amongst other things, ABC Technologies has undertaken to: (i) subject to
certain exceptions, keep information relating to TI Fluid Systems Group and
the Acquisition strictly confidential and not to disclose it to third parties;
and (ii) use such confidential information only in connection with the
Acquisition. These confidentiality obligations will remain in force until the
earlier of (a) the Acquisition becoming Effective (if implemented through the
Scheme) or being declared wholly unconditional (if implemented as an Offer);
and (b) 9 October 2026. The Confidentiality Agreement contains standstill
provisions which restrict ABC Technologies, its affiliates and authorised
recipients from acquiring or offering to acquire interests in certain
securities of TI Fluid Systems; those restrictions ceased to apply on the
making of this announcement. The Confidentiality Agreement also contains
restrictions on ABC Technologies and certain of its authorised recipients
soliciting or employing certain of TI Fluid Systems' senior employees.
Panel Clean Team Agreement
On 21 October 2024, TI Fluid Systems, ABC Technologies and their respective
antitrust legal advisers entered into a Panel Clean Team Agreement, the
purpose of which is to set out the terms governing the disclosure of certain
commercially sensitive information, pertaining to TI Fluid Systems and/or the
TI Fluid Systems Group for the purposes of undertaking any relevant
regulatory, antitrust and foreign investment analyses and processes, by TI
Fluid Systems or TI Fluid Systems' external legal counsel to certain of ABC
Technologies' external advisers, as well as the related collection and
analysis and potential destruction of such commercially sensitive information.
Cooperation Agreement
Pursuant to the Cooperation Agreement, Bidco and TI Fluid Systems have,
amongst other things, each agreed to: (i) cooperate in relation to obtaining
any consents, clearances, permissions, waivers and/or approvals as may be
necessary, and the making of all filings as may be necessary, from or under
the law, regulations or practices applied by any applicable regulatory
authority, in connection with the Acquisition; and (ii) cooperate in preparing
and implementing appropriate proposals in relation to the TI Fluid Systems
Share Plans.
In addition, Bidco has agreed to certain provisions if the Scheme should
switch to an Offer. The Cooperation Agreement will terminate in certain
circumstances, including (in respect of (ii) to (v), upon service of written
notice): (i) if the Acquisition is, with the permission of the Panel,
withdrawn, terminates or lapses in accordance with its terms prior to the Long
Stop Date, subject to certain limited exclusions; (ii) if a third party
announces a firm intention to make an offer for TI Fluid Systems which is
recommended in whole or in part by the TI Fluid Systems Board or which
completes, becomes effective or becomes unconditional; (iii) if, prior to the
Long Stop Date, any Condition is invoked by Bidco (with the consent of the
Panel, if required); (iv) if the TI Fluid Systems Directors withdraw their
recommendation of the Acquisition; (v) if the Scheme switches to an Offer
otherwise than with TI Fluid Systems' consent; (vi) unless otherwise agreed by
Bidco and TI Fluid Systems in writing or required by the Panel, if the Scheme
does not become Effective in accordance with its terms by the Long Stop Date;
or (vii) otherwise as agreed in writing between Bidco and TI Fluid Systems.
Pursuant to the terms of the Cooperation Agreement and the requirements of
Paragraph 3(g)(i) of Appendix 7 to the Takeover Code, Bidco undertakes that it
will deliver a notice in writing to TI Fluid Systems by no later than 5.00
p.m. on the Business Day immediately preceding the Sanction Hearing confirming
either: (i) the satisfaction or waiver of the Conditions (other than the
Scheme Conditions (as defined therein)); or (ii) to the extent permitted by
the Panel, that it intends to invoke or treat as unsatisfied or incapable of
satisfaction one or more Conditions.
12 Disclosure of interests in TI Fluid Systems securities
Except for the irrevocable undertakings referred to in paragraph 9 above and
Appendix 3 and as disclosed below, as at 28 November 2024 (being the last
Business Day before the date of this announcement) neither Bidco, nor any of
its directors, nor, so far as Bidco is aware, any person treated as acting in
concert (within the meaning of the Takeover Code) with it for the purposes of
the Acquisition (i) had any interest in or right to subscribe for or had
borrowed or lent any TI Fluid Systems Shares or securities convertible or
exchangeable into TI Fluid Systems Shares, or (ii) had any short positions in
respect of relevant securities of TI Fluid Systems (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, or (iii) has borrowed
or lent any relevant securities of TI Fluid Systems (including, for these
purposes, any financial collateral arrangements of the kind referred to in
Note 3 on Rule 4.6 of the Takeover Code) save for any borrowed shares which
have been either on-lent or resold, or (iv) is a party to any dealing
arrangement of the kind referred to in Note 11 on the definition of acting in
concert in the Takeover Code.
Interests
Name Nature of interest Number of existing TI Fluid Systems Shares Percentage of TI Fluid Systems' fully diluted share capital
The Bank of Nova Scotia, London Branch (or persons presumed to be acting in Long common stock 647,640 0.12%
concert with it)
The Bank of Nova Scotia, London Branch (or persons presumed to be acting in Short derivative (TRS) 647,640 0.12%
concert with it)
The Bank of Nova Scotia, London Branch (or persons presumed to be acting in Pledged collateral 647,640 0.12%
concert with it)
13 TI Fluid Systems Share Plans
Participants in the TI Fluid Systems Share Plans will be contacted regarding
the effect of the Acquisition on their options and awards under the TI Fluid
Systems Share Plans and an appropriate proposal will be made to such
participants which reflects their options and awards under the TI Fluid
Systems Share Plans in due course. Details of the impact of the Scheme on each
of the TI Fluid Systems Share Plans and the proposals will be set out in the
Scheme Document.
14 Scheme process
The Acquisition is subject to the Conditions and certain further terms
referred to in Appendix 1 to this announcement and to the full terms and
conditions to be set out in the Scheme Document, and will only become
Effective if, among other things, the following events occur on or before the
Long Stop Date:
· a resolution to approve the Scheme is passed by a majority in number
of Scheme Shareholders present and voting (and entitled to vote) at the Court
Meeting, either in person or by proxy, representing 75 per cent. or more in
value of each class of the Scheme Shares held by those Scheme Shareholders;
· the Resolutions necessary to implement the Scheme and the Acquisition
are passed by the requisite majority of TI Fluid Systems Shareholders at the
General Meeting;
· following the Court Meeting and General Meeting and satisfaction
and/or waiver (where applicable) of the other Conditions, the Scheme is
sanctioned by the Court (without modification, or with modification on terms
agreed by Bidco and TI Fluid Systems); and
· following such sanction, an office copy of the Court Order is
delivered to the Registrar of Companies.
The Conditions in paragraphs 1 and 2 of Appendix 1 to this announcement
provide that the Scheme will lapse (under the authority of Rule 13.5(b) of the
Takeover Code) if:
· the Court Meeting and the General Meeting are not held by the 22nd
day after the expected date of the Court Meeting and the General Meeting to be
set out in the Scheme Document in due course (or such later date as may be
agreed between Bidco and TI Fluid Systems, or (in a competitive situation) as
may be specified by Bidco with the consent of the Panel and, if required, that
the Court may allow);
· the Sanction Hearing to approve the Scheme is not held by 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 as may be agreed between
Bidco and TI Fluid Systems, or (in a competitive situation) as may be
specified by Bidco with the consent of the Panel and, if required, that the
Court may allow); or
· the Scheme does not become Effective by 11.59 p.m. on the Long Stop
Date.
If any Condition in paragraph 2 of Part A of Appendix 1 to this announcement
is not capable of being satisfied by the date specified therein, Bidco shall
make an announcement through a Regulatory Information Service as soon as
practicable and, in any event, by not later than 8.00 a.m. on the Business Day
following the date so specified, stating whether Bidco has invoked that
Condition, (where applicable) waived that Condition or, with the agreement of
TI Fluid Systems, specified a new date by which that Condition must be
satisfied.
Once the necessary approvals from TI Fluid Systems Shareholders have been
obtained and the other Conditions have been satisfied or (where applicable)
waived and the Scheme has been approved by the Court, the Scheme will become
Effective upon delivery of a copy of the Court Order to the Registrar of
Companies. Subject to the satisfaction of the Conditions, the Scheme is
expected to become Effective during the first half of 2025.
Upon 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 (and if they attended and voted, whether or not they voted in
favour); and (ii) share certificates in respect of Scheme Shares will cease to
be valid and entitlements to Scheme Shares held within the CREST system will
be cancelled. In accordance with the applicable provisions of the Takeover
Code, the consideration for the transfer of the Scheme Shares to Bidco will be
despatched no later than 14 days after the Effective Date.
Any Scheme 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, amongst other matters, provide that the Articles be amended to
incorporate provisions requiring any Scheme Shares issued after the Scheme
Record Time (including in satisfaction of an option exercised under the TI
Fluid Systems Share Plans, and other than to Bidco and/or its nominees) to be
automatically transferred to Bidco on the same terms as the Acquisition (other
than terms as to timings and formalities). The provisions of the Articles (as
amended) will avoid any person (other than Bidco and its nominees) holding
shares in the capital of TI Fluid Systems after the Effective Date.
Further details of the Scheme, including expected times and dates for each of
the Court Meeting, the General Meeting and the Sanction Hearing, together with
notices of the Court Meeting and the General Meeting, will be set out in the
Scheme Document. It is expected that the Scheme Document and the forms of
proxy accompanying the Scheme Document will be published as soon as
practicable and in any event within 28 days of this announcement (or such
later date as Bidco and TI Fluid Systems may, with the consent of the Panel,
agree and, if required, the Court may approve).
15 Delisting, and cancellation of trading and re‑registration
It is intended that the London Stock Exchange and the FCA will be requested
respectively to cancel trading of TI Fluid Systems Shares on the London Stock
Exchange's Main Market and the listing of TI Fluid Systems Shares from the
Commercial Companies (Equity Shares) category of the Official List on or
shortly after the Effective Date.
It is expected that the last day of dealings in TI Fluid Systems Shares on the
Main Market of the London Stock Exchange will be the Business Day immediately
prior to the Effective Date and no transfers will be registered after 6.00
p.m. (London time) on that date.
It is intended that TI Fluid Systems will be re-registered as a private
limited company and for this to take effect as soon as practicable on or
following the Effective Date.
16 Documents
Copies of the following documents will be available promptly on TI Fluid
Systems' website, subject to certain restrictions relating to persons resident
in Restricted Jurisdictions, at https://tifluidsystems.com/
(https://tifluidsystems.com/) and in any event by no later than noon on the
Business Day following this announcement:
· this announcement;
· the Confidentiality Agreement;
· the Cooperation Agreement;
· the Panel Clean Team Agreement;
· the irrevocable undertakings and non-binding letters of intent
referred to in paragraph 9 above and summarised in Appendix 3 to this
announcement;
· the documents entered into for the financing of the Acquisition
referred to in paragraph 10 above, including the Interim Facilities Agreement;
and
· the consents from financial advisers to being named in this
announcement.
Neither the content of the website referred to in this announcement, nor any
website accessible from hyperlinks set out in this announcement, is
incorporated into or forms part of this announcement.
17 General
Bidco reserves the right to elect (with the consent of the Panel and subject
to the terms of the Cooperation Agreement) to implement the acquisition of the
TI Fluid Systems Shares by way of an Offer as an alternative to the Scheme. In
such event, the Offer will be implemented on substantially the same terms, so
far as is applicable, as those which would apply to the Scheme.
If the Acquisition is effected by way of an Offer, and such an Offer becomes
or is declared unconditional in all respects and sufficient acceptances are
received, Bidco intends to: (i) make a request to the FCA to cancel the
listing of the TI Fluid Systems Shares on the Official List; (ii) make a
request to the London Stock Exchange to cancel the trading of TI Fluid Systems
Shares on its Main Market; and (iii) exercise its rights to apply the
provisions of Chapter 3 of Part 28 of the 2006 Act so as to acquire
compulsorily the remaining TI Fluid Systems Shares in respect of which the
Offer has not been accepted.
Investors should be aware that Bidco may purchase TI Fluid Systems Shares
otherwise than under the Scheme or any Offer, including pursuant to privately
negotiated purchases.
The Acquisition will be on the terms and subject to the conditions set out
herein and in Appendix 1, and 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. Details of the undertakings received by Bidco are
set out in Appendix 3. Certain definitions and terms used in this
announcement are set out in Appendix 4. The formal Scheme Document will be
sent to TI Fluid Systems Shareholders within 28 days of this announcement (or
on such later date as may be agreed with TI Fluid Systems and the Panel).
Lazard (as lead financial adviser to Bidco and ABC Technologies), Citi, TD
Securities and Scotiabank (each as financial adviser to Bidco and ABC
Technologies) and Goldman Sachs and Peel Hunt (as joint financial advisers to
TI Fluid Systems) have each given and not withdrawn their consent to the
publication of this announcement with the inclusion herein of the references
to their names in the form and context in which they appear.
This announcement does not constitute an offer or an invitation to purchase or
subscribe for any securities.
Enquiries
Bidco and ABC Technologies +1 248 648 0173
Tom Hajkus
Lazard (Lead Financial Adviser to Bidco and ABC Technologies) +44 207 187 2000
Mohit Kohli
Richard Shaw
Keval Patel
Rory Anderson
FGS Global (PR Adviser to Bidco and ABC Technologies) +44 207 251 3801
Charlie Chichester +44 7917 086 227
Rory King
TI Fluid Systems +44 7354 846 374
Kellie McAvoy
Goldman Sachs (Joint Financial Adviser and Corporate Broker to TI Fluid +44 20 7774 1000
Systems)
Nimesh Khiroya
Axel Hoefer
Tom Hartley
Ben Duell
Kynan Taylor
Peel Hunt (Joint Financial Adviser, Corporate Broker and Rule 3 Adviser to TI +44 (0) 20 7418 8900
Fluid Systems)
Mike Bell
Marc Jones
Pete Mackie
Sam Cann
Headland Consultancy (PR Adviser to TI Fluid Systems) +44 7551 825 496
Matthew Denham +44 7834 974 624
Chloe Francklin
Citi, TD Securities and Scotiabank are also acting as financial advisers to
Bidco and ABC Technologies. Kirkland & Ellis International LLP is acting
as legal adviser to Bidco and ABC Technologies. Paul, Weiss, Rifkind, Wharton
& Garrison LLP is acting as legal adviser to Bidco and ABC Technologies in
respect of regulatory and financing matters.
Latham & Watkins (London) LLP is acting as legal adviser to TI Fluid
Systems.
Further information
Lazard Frères & Co. LLC, together with its affiliate Lazard & Co.,
Limited (which is authorised and regulated in the United Kingdom by the
Financial Conduct Authority) ("Lazard"), is acting exclusively as lead
financial adviser to ABC Technologies and Bidco and no one else in connection
with the Offer and will not be responsible to anyone other than ABC
Technologies and Bidco for providing the protections afforded to clients of
Lazard nor for providing advice in relation to the Offer or any other matters
referred to in this announcement. Neither Lazard 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 Lazard in connection with this
announcement, any statement contained herein or otherwise.
Citi, which is authorised by the PRA and regulated in the United Kingdom by
the FCA and the PRA, is acting as financial adviser for ABC Technologies and
Bidco and for no one else in connection with the Offer and will not be
responsible to anyone other than ABC Technologies and Bidco for providing the
protections afforded to clients of Citi nor for providing advice in connection
with the Offer, or any other matters referred to in this announcement. Neither
Citi nor any of its affiliates, directors or employees owes or accepts any
duty, liability or responsibility whatsoever (whether direct or indirect,
consequential, whether in contract, in tort, in delict, under statute or
otherwise) to any person who is not a client of Citi in connection with this
announcement, any statement contained herein, the Offer or otherwise.
TD Securities is authorised by the PRA and regulated by the FCA and the PRA in
the United Kingdom and is acting exclusively for ABC Technologies and Bidco as
financial adviser and no one else in connection with the Acquisition and other
matters set out in this announcement and will not be responsible to anyone
other than ABC Technologies and Bidco for providing the protections afforded
to clients of TD Securities, nor for providing advice in connection with the
Acquisition, the content of this announcement or any matter referred to
herein. Neither TD Securities nor any of TD Securities' affiliates or branches
owes or accepts any duty, liability or responsibility whatsoever (whether
direct, indirect, consequential, whether in contract, in tort, under statute
or otherwise) to any person who is not a client of The Toronto-Dominion Bank
in connection with this announcement, any statement contained herein or
otherwise.
Scotiabank is acting as financial adviser to ABC Technologies and Bidco and no
one else in connection with the Offer and will not be responsible to anyone
other than ABC Technologies and Bidco for providing the protections afforded
to clients of Scotiabank nor for providing advice in relation to the Offer or
any other matters referred to in this announcement. Neither Scotiabank 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 Scotiabank in
connection with this announcement, any statement contained herein or
otherwise.
Goldman Sachs International, which is authorised by the PRA and regulated by
the FCA and the PRA in the United Kingdom is acting exclusively for TI Fluid
Systems as joint financial adviser and corporate broker and no one else in
connection with the Acquisition and other matters set out in this announcement
and will not be responsible to anyone other than TI Fluid Systems for
providing the protections afforded to clients of Goldman Sachs, nor for
providing advice in connection with the Acquisition, the content of this
announcement or any matter referred to herein. Neither Goldman Sachs nor any
of Goldman Sachs' subsidiaries, affiliates or branches owes or accepts any
duty, liability or responsibility whatsoever (whether direct, indirect,
consequential, whether in contract, in tort, under statute or otherwise) to
any person who is not a client of Goldman Sachs in connection with this
announcement, any statement contained herein or otherwise.
Peel Hunt, which is authorised and regulated by the FCA in the United Kingdom,
is acting exclusively as joint financial adviser and corporate broker to TI
Fluid Systems and for no one else in connection with the matters set out in
this announcement and will not be responsible to anyone other than TI Fluid
Systems for providing the protections afforded to clients of Peel Hunt nor for
providing advice in relation to the matters set out in this announcement.
Neither Peel Hunt 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 Peel Hunt in connection with this announcement, any statement
contained herein or otherwise.
This announcement is for information purposes only and is not intended to, and
does not, constitute, or form part of, an offer, invitation or the
solicitation of an offer to purchase, otherwise acquire, subscribe for, sell
or otherwise dispose of, any securities or the solicitation of any vote or
approval in any jurisdiction pursuant to the Acquisition or otherwise, nor
shall there be any sale, issuance or transfer of securities of TI Fluid
Systems in any jurisdiction in contravention of applicable law. The
Acquisition will be implemented solely pursuant to the terms of the Scheme
Document (or, if the Acquisition is implemented by way of an Offer, the offer
document), which will contain the full terms and conditions of the
Acquisition, including details of how to vote in respect of the Acquisition.
Any vote in respect of the Scheme or other response in relation to the
Acquisition should be made only on the basis of the information contained in
the Scheme Document (or, if the Acquisition is implemented by way of an Offer,
the offer document).
This announcement contains inside information in relation to TI Fluid Systems
for the purposes of Article 7 of the Market Abuse Regulation. The person
responsible for arranging the release of this announcement on behalf of TI
Fluid Systems is Janis N. Acosta, Chief Legal Officer and Company Secretary of
TI Fluid Systems. TI Fluid Systems' Legal Entity Identifier is
5493001T9RXVD6OAWY46.
This announcement does not constitute a prospectus, prospectus equivalent
document or exempted document.
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 the Financial Services
and Markets Act 2000 (as amended) 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 or into
jurisdictions other than the UK may be restricted by law and therefore any
persons who are subject to the law of any jurisdiction other than the UK
should inform themselves of, and observe, any applicable legal or regulatory
requirements. Any failure to comply with such requirements may constitute a
violation of the securities laws of any such jurisdiction. To the fullest
extent permitted by applicable law, the companies and persons involved in the
Acquisition disclaim any responsibility or liability for the violation of such
restrictions by any person. This announcement has been prepared in accordance
with and for the purpose of complying with English law, the Takeover Code, the
UK Listing Rules, the Market Abuse Regulation and the Disclosure Guidance and
Transparency Rules and information disclosed may not be the same as that which
would have been prepared in accordance with the laws of jurisdictions outside
England.
The availability of the Acquisition to TI Fluid Systems Shareholders who are
not resident in and citizens of the UK may be affected by the laws of the
relevant jurisdictions in which they are located or of which they are
citizens. Persons who are not resident in the UK should inform themselves of,
and observe, any applicable legal or regulatory requirements of their
jurisdictions. Any person (including, without limitation, nominees, trustees
and custodians) who would, or otherwise intends to, forward this announcement,
the Scheme Document or any accompanying document to any jurisdiction outside
the UK should refrain from doing so and seek appropriate professional advice
before taking any action. In particular, the ability of persons who are not
resident in the United Kingdom to vote their TI Fluid Systems Shares with
respect to the Scheme at the Court Meeting, or to appoint another person as
proxy to vote at the Court Meeting on their behalf, may be affected by the
laws of the relevant jurisdictions in which they are located. Any failure to
comply with the applicable restrictions may constitute a violation of the
securities laws of any such jurisdiction. To the fullest extent permitted by
applicable law, the companies and persons involved in the Acquisition disclaim
any responsibility or liability for the violation of such restrictions by any
person. Further details in relation to Overseas Shareholders will be contained
in the Scheme Document (or, if the Acquisition is implemented by way of an
Offer, the offer document).
Unless otherwise determined by Bidco or required by the Takeover Code, and
permitted by applicable law and regulation, the Acquisition will not be made
available, directly or indirectly, in, into, from, or by the use of mails or
any means or instrumentality (including, but not limited to, facsimile, e-mail
or other electronic transmission, telex or telephone) of interstate or foreign
commerce of, or of any facility of a national, state or other securities
exchange of, any Restricted Jurisdiction where to do so would violate the laws
in that jurisdiction and no person may vote in favour of the Scheme by any
such use, means, instrumentality or from within a Restricted Jurisdiction or
any other jurisdiction if to do so would constitute a violation of the laws of
that jurisdiction. 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 and persons receiving such documents
(including, without limitation, agents, custodians, nominees and trustees)
must not mail or otherwise forward, distribute or send it in or into or from
any Restricted Jurisdiction. Doing so may render invalid any related purported
vote in respect of the Acquisition. If the Acquisition is implemented by way
of an Offer (unless otherwise permitted by applicable law and regulation), the
Offer may not be made directly or indirectly, in, into, from, or by the use of
mails or any means or instrumentality (including, but not limited to,
facsimile, e-mail or other electronic transmission, telex or telephone) of
interstate or foreign commerce of, or of any facility of a national, state or
other securities exchange of, any Restricted Jurisdiction and the Offer may
not be capable of acceptance by any such use, means, instrumentality or
facilities.
Further details in relation to Overseas Shareholders will be included in the
Scheme Document (or, if the Acquisition is implemented by way of an Offer, the
offer document).
Notice to U.S. TI Fluid Systems Shareholders
The Acquisition relates to the shares of an English company and is being made
by means of a scheme of arrangement provided for under English law. A
transaction effected by means of a scheme of arrangement is not subject to the
tender offer or proxy solicitation rules under U.S. Exchange Act. Accordingly,
the Acquisition is subject to the disclosure requirements and practices
applicable in the UK to schemes of arrangement which differ from the
disclosure requirements of the U.S. tender offer and proxy solicitation rules.
The financial information included in this announcement has been prepared in
accordance with generally accepted accounting principles of the United Kingdom
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 United States.
If, in the future, Bidco exercises its right to implement the Acquisition by
way of an Offer, which is to be made into the United States, such Offer will
be made in compliance with the applicable U.S. laws and regulations.
It may be difficult for U.S. holders of TI Fluid Systems Shares to enforce
their rights and any claim arising out of the U.S. federal laws, since Bidco
and TI Fluid Systems are located in a non-U.S. jurisdiction, and some or all
of their officers and directors may be residents of a non-U.S. jurisdiction.
U.S. holders of TI Fluid Systems Shares may not be able to sue a non-U.S.
company or its officers or directors in a non-U.S. court for violations of the
U.S. securities laws. Further, it may be difficult to compel a non-U.S.
company and its affiliates to subject themselves to a U.S. court's judgement.
In accordance with normal UK practice and pursuant to Rule 14e-5(b) of the
U.S. Exchange Act, ABC Technologies or their nominees, or their brokers
(acting as agents), may from time to time make certain purchases of, or
arrangements to purchase, TI Fluid Systems Shares outside of the U.S., other
than pursuant to the Acquisition, until the date on which the Acquisition
becomes Effective, lapses or is otherwise withdrawn. Also, in accordance with
Rule 14e-5(b) of the U.S. Exchange Act, Lazard, Citi, TD Securities and
Scotiabank will each continue to act as an exempt principal trader in TI Fluid
Systems Shares on the London Stock Exchange. These purchases may occur either
in the open market at prevailing prices or in private transactions at
negotiated prices. Any information about such purchases will be disclosed as
required in the United Kingdom, will be reported to a Regulatory Information
Service and will be available on the London Stock Exchange website,
www.londonstockexchange.com (https://www.londonstockexchange.com/) .
U.S. TI Fluid Systems Shareholders also should be aware that the transaction
contemplated herein may have tax consequences in the U.S. and, that such
consequences, if any, are not described herein. U.S. TI Fluid Systems
Shareholders are urged to consult with legal, tax and financial advisers in
connection with making a decision regarding this transaction.
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 TI Fluid Systems contain statements which
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 current expectations and projections of the management of Bidco
and TI Fluid Systems about future events, and are therefore subject to risks
and uncertainties which could cause actual results to differ materially from
the future results 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 Bidco and TI
Fluid Systems (including their future prospects, developments and strategies),
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 "prepares", "plans",
"expects" or "does not expect", "is expected", "is subject to", "budget",
"projects", "synergy", "strategy", "scheduled", "goal", "estimates",
"forecasts", "cost-saving", "intends", "anticipates" or "does not anticipate",
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. Forward looking statements may
include statements relating to the following: (i) future capital expenditures,
expenses, revenues, earnings, synergies, economic performance, indebtedness,
financial condition, dividend policy, losses and future prospects; (ii)
business and management strategies and the expansion and growth of Bidco's, TI
Fluid Systems', any member of the ABC Technologies Group's or any member of
the TI Fluid Systems Group's operations and potential synergies resulting from
the Acquisition; and (iii) the effects of global economic conditions and
governmental regulation on Bidco's, TI Fluid Systems', any member of the ABC
Technologies Group's or any member of the TI Fluid Systems Group's business.
Although Bidco and TI Fluid Systems believe that the expectations reflected in
such forward-looking statements are reasonable, Bidco and TI Fluid Systems can
give no assurance that such expectations will prove to be correct. By their
nature, forward-looking statements involve risk and uncertainty because they
relate to events and depend on circumstances that will occur in the future.
There are a number of factors that could cause actual results and developments
to differ materially from those expressed or implied by such forward-looking
statements.
These factors include, but are not limited to: the ability to complete the
Acquisition; the ability to obtain requisite regulatory and shareholder
approvals and the satisfaction of other Conditions on the proposed terms and
schedule; changes in the global political, economic, business and competitive
environments and in market and regulatory forces; changes in future exchange
and interest rates; changes in tax rates; future business combinations or
disposals; changes in general economic and business conditions; changes in the
behaviour of other market participants; changes in the anticipated benefits
from the proposed transaction not being realised as a result of changes in
general economic and market conditions in the countries in which Bidco and TI
Fluid Systems operate, weak, volatile or illiquid capital and/or credit
markets, changes in tax rates, interest rate and currency value fluctuations,
the degree of competition in the geographic and business areas in which Bidco
and TI Fluid Systems operate and changes in laws or in supervisory
expectations or requirements. Other unknown or unpredictable factors could
cause actual results to differ materially from those expected, estimated or
projected in the forward-looking statements. If any one or more of these risks
or uncertainties materialises or if any one or more of the assumptions proves
incorrect, actual results may differ materially from those expected, estimated
or projected. Such forward-looking statements should therefore be construed in
the light of such factors. Neither Bidco nor TI Fluid Systems, nor any of
their respective associates or directors, officers or advisers, provides any
representation, assurance or guarantee that the occurrence of the events
expressed or implied in any forward-looking statements in this announcement
will actually occur. You are cautioned not to place any reliance on these
forward-looking statements.
Specifically, statements of estimated cost savings and synergies related to
future actions and circumstances which, by their nature, involve risks,
uncertainties and contingencies. As a result, the cost savings and synergies
referred to may not be achieved, may be achieved later or sooner than
estimated, or those achieved could be materially different from those
estimated. Due to the scale of the TI Fluid Systems Group, there may be
additional changes to the TI Fluid Systems Group's operations. As a result,
and given the fact that the changes relate to the future, the resulting cost
synergies may be materially greater or less than those estimated.
Other than in accordance with their legal or regulatory obligations, neither
Bidco nor TI Fluid Systems is under any obligation, and Bidco and TI Fluid
Systems expressly disclaim any intention or obligation, to update or revise
any forward-looking statements, whether as a result of new information, future
events or otherwise.
Dealing and Opening Position Disclosure Requirements
Under Rule 8.3(a) of the Takeover 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) of the Takeover Code
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 Takeover 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, 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.
Publication on a website
In accordance with Rule 26.1 of the Takeover Code, a copy of this announcement
and the documents required to be published under Rule 26 of the Takeover Code
will be made available, subject to certain restrictions relating to persons
resident in Restricted Jurisdictions, on TI Fluid Systems' website at
https://tifluidsystems.com/ (https://tifluidsystems.com/) by no later than 12
noon (London time) on the Business Day following this announcement. For the
avoidance of doubt, neither the content of this website nor of any website
accessible from hyperlinks set out in this announcement is incorporated by
reference or forms part of this announcement.
No profit forecasts, estimates or quantified benefits statements
No statement in this announcement is intended as a profit forecast, profit
estimate or quantified benefits statement for any period and no statement in
this announcement should be interpreted to mean that earnings or earnings per
share for TI Fluid Systems for the current or future financial years would
necessarily match or exceed the historical published earnings or earnings per
share for TI Fluid Systems.
Requesting hard copy documents
In accordance with Rule 30.3 of the Takeover Code, TI Fluid Systems
Shareholders, persons with information rights and participants in TI Fluid
Systems Share Plans may request a hard copy of this announcement, free of
charge, by contacting TI Fluid Systems' registrar, Equiniti Limited, either in
writing to Aspect House, Spencer Road, Lancing, West Sussex, BN99 6DA, United
Kingdom or by calling +44 (0) 333 207 6530. You may also request that all
future documents, announcements and information to be sent to you in relation
to the Acquisition should be in hard copy form. Calls outside the U.K. will be
charged at the applicable international rate. Lines are open between 8.30 a.m.
and 5.30 p.m. (London time) Monday to Friday excluding public holidays in
England and Wales. 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. In accordance with Rule
30.3 of the Takeover Code, such persons may also request that all future
documents, announcements and information to be sent to them in relation to the
Acquisition should be in hard copy form.
Electronic communications
Please be aware that addresses, electronic addresses and certain other
information provided by TI Fluid Systems Shareholders, persons with
information rights and other relevant persons for the receipt of
communications from TI Fluid Systems may be provided to Bidco during the offer
period as required under Section 4 of Appendix 4 of the Takeover Code to
comply with Rule 2.11(c) of the Takeover Code.
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 figures that precede them.
General
Bidco reserves the right to elect, with the consent of the Panel (where
necessary) and subject to the terms of the Cooperation Agreement, to implement
the Acquisition by way of an Offer as an alternative to the Scheme. In such an
event, for so long as the Cooperation Agreement is continuing, an Offer will
be implemented on substantially the same terms, so far as applicable, as those
which would apply to the Scheme (subject to appropriate amendments, including
an acceptance condition set at not more than 90 per cent. of the TI Fluid
Systems Shares on a fully diluted basis (or such other percentage as may be
permitted under the terms of the Cooperation Agreement) and (to the extent
necessary) consultation with the Panel, being in any case more than 50 per
cent. of the TI Fluid Systems Shares).
If the Acquisition is effected by way of an Offer, and such an Offer becomes
or is declared unconditional in all respects and sufficient acceptances are
received, Bidco intends to exercise its rights to apply the provisions of
Chapter 3 of Part 28 of the 2006 Act so as to acquire compulsorily the
remaining TI Fluid Systems Shares in respect of which the Offer has not been
accepted.
Investors should be aware that Bidco may purchase TI Fluid Systems Shares
otherwise than under any Offer or the Scheme, including pursuant to privately
negotiated purchases.
Disclaimer
The information contained herein does not constitute an offer to sell, nor a
solicitation of an offer to buy, any security, and may not be used or relied
upon in connection with any offer or solicitation. Any offer or solicitation
in respect of ABC Technologies will be made only through a confidential
private placement memorandum and related documents which will be furnished to
qualified investors on a confidential basis in accordance with applicable laws
and regulations. The information contained herein is not for publication or
distribution to persons in the U.S. Any securities referred to herein have not
been and will not be registered under the U.S. Securities Act of 1933, as
amended, and may not be offered or sold without registration thereunder or
pursuant to an available exemption therefrom. Any offering of securities to be
made in the U.S. would have to be made by means of an offering document that
would be obtainable from the issuer or its agents and would contain detailed
information about the issuer of the securities and its management, as well as
financial information. The securities may not be offered or sold in the U.S.
absent registration or an exemption from registration.
The Acquisition will be subject to English law, the jurisdiction of the Court,
and the applicable requirements of the Takeover Code, the Panel, the London
Stock Exchange, the FCA, the UK Listing Rules and the Registrar of Companies.
Appendix 1
Conditions and Further Terms of the Transaction
Part A
Conditions to the Scheme and Acquisition
1. The Acquisition will be conditional upon the Scheme
becoming unconditional and becoming Effective, subject to the provisions of
the Takeover Code, by no later than 11.59 p.m. on the Long Stop Date.
Conditions of the Scheme
2. The Scheme will be subject to the following Conditions:
2.1 (i) its approval by a majority in number of the Scheme
Shareholders who are on the register of members of TI Fluid Systems (or the
relevant class or classes thereof) at the Voting Record Time, present and
voting, whether in person or by proxy, at the Court Meeting and at any
separate class meeting which may be required (or any adjournment thereof) and
who represent not less than 75 per cent. in value of Scheme Shares held by
such Scheme Shareholders; and (ii) such Court Meeting (and any separate class
meeting which may be required) being held on or before the 22nd day after the
expected date of the Court Meeting to be set out in the Scheme Document in due
course (or such later date, if any, as: (x) Bidco and TI Fluid Systems may
agree; or (y) (in a competitive situation) Bidco may specify with the consent
of the Panel and in each case, if required, that the Court may allow);
2.2 (i) the Resolutions being duly passed at the General Meeting
(or any adjournment thereof); and (ii) such General Meeting being held on or
before the 22nd day after the expected date of the General Meeting to be set
out in the Scheme Document in due course (or such later date, if any, as: (x)
Bidco and TI Fluid Systems may agree; or (y) (in a competitive situation)
Bidco may specify with the consent of the Panel and in each case, if required,
that the Court may allow); and
2.3 (i) the sanction of the Scheme by the Court (with or without
modification (but subject to such modification being acceptable to Bidco and
TI Fluid Systems)); 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: (x) Bidco and
TI Fluid Systems may agree; or (y) (in a competitive situation) Bidco may
specify with the consent of the Panel and in each case, if required, that the
Court may allow); and
2.4 the delivery of a copy of the Court Order to the Registrar of
Companies.
General Conditions
3. In addition, subject as stated in Part B of this
Appendix 1, Bidco and TI Fluid Systems have agreed that the Acquisition will
be conditional upon 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:
Antitrust approvals
Brazil
3.1 final approval from the Administrative Council for Economic
Defense (Conselho Administrativo De Defesa Econômica, "CADE") for the
consummation of the Acquisition pursuant to Law No. 12,529 of 2011 and the
internal regulations approved by CADE's Resolutions Nos. 22/2019 and 32/2021,
as amended, which shall be considered final: (i) upon the expiration of the 15
(fifteen) calendar days after the date of publication in the Brazilian
Official Gazette of the approval decision by the General Superintendence of
CADE, provided that no appeal has been filed by a third party and there has
been no call-back request by CADE's Tribunal; or (ii) upon the publication of
the final decision approving the Acquisition by CADE's Tribunal, which is
unappealable in the administrative sphere, authorising the completion of the
Acquisition;
Canada
3.2 one of the following having occurred:
3.2.1 the issuance of an advance ruling certificate issued by the
Commissioner of Competition pursuant to subsection 102(1) of the Competition
Act, RSC 1985, c. C-34, as amended (the "Canadian Competition Act"); or
3.2.2 both of:
(a) the receipt of written confirmation from the Commissioner of
Competition that he does not, at that time, intend to make an application
under Section 92 of the Canadian Competition Act; and
(b) the expiry, waiver or termination of any applicable waiting
periods under section 123 of the Canadian Competition Act;
China
3.3 one of the following having occurred:
3.3.1 the State Administration for Market Regulation of the People's
Republic of China ("SAMR") having declined jurisdiction over the Acquisition
or all relevant parts of it; or
3.3.2 the SAMR having issued a decision under Article 30 or 31 of
the China Anti-monopoly Law ("China AML") to approve (including not to conduct
further review of or not to prohibit) the Acquisition or all relevant parts of
it (whether unconditionally or subject to such conditions, obligations,
undertakings or modifications pursuant to Article 35 of the China AML); or
3.3.3 the SAMR not having issued any decision, under Article 30 or
31 of the China AML, but being deemed to have cleared the Acquisition due to
the expiration or termination of the legal statutory limitation period
provided for such purposes;
European Commission
3.4 one of the following having occurred:
3.4.1 to the extent that the Acquisition constitutes a concentration
that is subject to review by the European Commission under Council Regulation
(EC) No. 139/2004 (the "EUMR"), the European Commission having adopted a
decision declaring the Acquisition compatible with the internal market (or
having been deemed to do so pursuant to Article 10(6) of the EUMR); or
3.4.2 to the extent that all or part of the Acquisition falls within
the exclusive competence of or is referred by the European Commission to the
relevant competent authorities of one or more Member States of the European
Union under Articles 4 or 9 of the EUMR:
(a) each such relevant competent authority issuing a decision
with equivalent effect to that in Condition 3.4.1 with respect to those parts
of the Acquisition referred to it; and
(b) where applicable, the European Commission issuing a decision
referred to it in Condition 3.4.1, with respect to any part of the Acquisition
retained by it;
Japan
3.5 actual or deemed clearance from the Japan Fair Trade
Commission ("JFTC") and the lapse of the statutory 30-day waiting period or,
if the JFTC has shortened the waiting period, such shortened waiting period,
pursuant to the Act on Prohibition of Private Monopolisation and Maintenance
of Fair Trade (Act No. 54 of April 14, 1947), as amended;
Mexico
3.6 actual or deemed clearance from the relevant Mexican antitrust
agency pursuant to the Federal Law on Economic Competition, as amended;
Morocco
3.7 actual or deemed clearance from the Conseil de la Concurrence
pursuant to the Law No 104-12 of 30 June 2014, as amended;
South Africa
3.8 actual or deemed clearance from the Competition Commission of
South Africa pursuant to the Competition Act (No. 89 of 1998), as amended;
South Korea
3.9 actual or deemed clearance from the Korea Fair Trade
Commission pursuant to the Monopoly Regulation and Fair Trade Act (No. 20239
as amended on February 6, 2024);
Turkey
3.10 one of the following having occurred:
3.10.1 the Turkish Competition Board (the "TCB") having issued a
decision pursuant to the Act on the Protection of Competition (Law No. 4054,
as amended (the "Turkish Competition Act")) and Communique No. 2010/4 on the
Mergers and Acquisitions Calling for the Authorisation of the Competition
Board (as amended) (the "Turkish Merger Communiqué"), stating that the
Acquisition is not subject to notification or otherwise having declined
jurisdiction over the Acquisition or any and all relevant parts of it; or
3.10.2 the TCB having issued a decision under the Turkish Competition
Act and Turkish Merger Communiqué approving the Acquisition after a
preliminary examination either unconditionally or subject to conditions; or
3.10.3 the statutory waiting period of 30 days specified in Article 10
of the Turkish Competition Act expiring without the TCB responding to or
taking any action in relation to the notification made regarding the
Acquisition or any and all relevant parts of it;
United Kingdom
3.11 one of the following having occurred:
3.11.1 the UK Competition and Markets Authority ("CMA") having indicated
in a response to a briefing paper that it has no further questions at that
stage in relation to the Acquisition; or
3.11.2 where the CMA has commenced (or indicated that it intends to
commence) an investigation following the submission of a merger notice or a
briefing paper, the CMA:
(a) in accordance with section 33(1) of the EA, announcing that
it has decided not to refer the Acquisition to the chair of the CMA for the
constitution of a group under Schedule 4 to the Enterprise and Regulatory
Reform Act 2013 (a "CMA Referral"); or
(b) in accordance with section 73(2) of the EA, formally
accepting undertakings in lieu of a CMA Referral offered by Bidco, or a
modified version of them;
United States
3.12 any applicable waiting period, together with any extensions
thereof, under the Hart-Scott-Rodino Antitrust Improvements Act of 1976,
having expired or having been terminated;
Regulatory approvals
Foreign Direct Investment
3.13 to the extent required under relevant foreign direct investment
laws, regulation or executive orders in the Czech Republic, France, Germany,
Italy, and Spain, the relevant authority having authorised the Acquisition,
including by issuing a decision, declaration or other notice of approval
(whether conditional or unconditional) (or having been deemed to issue such
approval), declining to open a further investigation or inquiry or confirming
no further questions in relation to the Acquisition, or by the expiry of any
relevant waiting periods;
EU Foreign Subsidies Regulation
3.14 insofar as a notification pursuant to Regulation (EU) 2022/2560
of the European Parliament and of the Council on foreign subsidies distorting
the internal market (the "EU FSR") is made to the European Commission, the
European Commission having issued a decision under Article 10(4), 11(3) or
11(4) of the EU FSR or the European Commission having not initiated either an
in-depth investigation withing 25 working days of receipt of a complete
notification calculated in accordance with Article 24 of the EU FSR (including
any suspension of the relevant time period pursuant to Article 24(5)) or
having not adopted a decision pursuant to Article 25(3) of the EU FSR within
the time period specified in Article 25(4), including, if applicable, expiry
of any interim measures adopted under Article 12;
Third Party clearances
3.15 other than in relation to the matters referred to in Conditions
3.1 to 3.14 no central bank, government or governmental, quasi‑governmental,
supranational, statutory, regulatory, environmental, administrative, fiscal or
investigative body, court, trade agency, association, institution,
environmental body, employee representative body or any other body or person
whatsoever in any jurisdiction (each a "Third Party") having given notice of a
decision to take, institute, implement or threaten any action, proceeding,
suit, investigation, enquiry or reference, 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
there not continuing to be outstanding any statute, regulation, decision or
order which would or might:
3.15.1 make the Acquisition, its implementation or the acquisition or
proposed acquisition of any shares or other securities in, or control or
management of, any member of the Wider TI Fluid Systems Group by any member of
the Wider Bidco Group void, illegal and/or unenforceable under the laws of any
relevant jurisdiction, or otherwise directly or indirectly prevent, prohibit,
or restrain, restrict, impede, challenge, delay or otherwise interfere with
the implementation of, or impose material additional conditions or obligations
with respect to, the Acquisition or require amendment of the Scheme;
3.15.2 require, prevent or materially delay the divestiture or alter the
terms envisaged for such divestiture by any member of the Wider Bidco Group or
by any member of the Wider TI Fluid Systems Group of all or any part of their
businesses, assets or property or impose any limitation on the ability of all
or any of them to conduct their businesses (or any part thereof) or to own,
control or manage any of their assets or properties (or any part thereof) to
an extent which is material in the context of the Wider TI Fluid Systems Group
taken as a whole or in the context of the Acquisition;
3.15.3 impose any material limitation on, or result in a material delay
in, the ability of any member of the Wider Bidco Group directly or indirectly
to acquire or hold or to exercise effectively all or any rights of ownership
in respect of shares or other securities in TI Fluid Systems (or any member of
the Wider TI Fluid Systems Group) or on the ability of any member of the Wider
TI Fluid Systems Group or any member of the Wider Bidco Group directly or
indirectly to hold or exercise effectively any rights of ownership in respect
of shares or other securities (or the equivalent) in, or to exercise
management control over, any member of the Wider TI Fluid Systems Group to an
extent which is material in the context of the Wider TI Fluid Systems Group
taken as a whole or in the context of the Acquisition;
3.15.4 other than pursuant to the implementation of the Scheme or, if
applicable, sections 974 to 991 of the 2006 Act, require any member of the
Wider Bidco Group or the Wider TI Fluid Systems Group to acquire or offer to
acquire any shares, other securities (or the equivalent) or interest in any
member of the Wider TI Fluid Systems Group or any asset owned by any third
party which is material in the context of the Wider TI Fluid Systems Group or
the Wider Bidco Group, in either case, taken as a whole;
3.15.5 require, prevent or delay a divestiture by any member of the
Wider Bidco Group of any shares or other securities (or the equivalent) in any
member of the Wider TI Fluid Systems Group;
3.15.6 result in any member of the Wider TI Fluid Systems Group ceasing
to be able to carry on business under any name under which it presently
carries on business to an extent which is material in the context of the Wider
TI Fluid Systems Group taken as a whole or in the context of the Acquisition;
3.15.7 impose any limitation on the ability of any member of the Wider
Bidco Group or any member of the Wider TI Fluid Systems Group to conduct,
integrate or co‑ordinate all or any part of their respective businesses with
all or any part of the business of any other member of the Wider Bidco Group
and/or the Wider TI Fluid Systems Group in a manner which is adverse and
material to the Wider Bidco Group and/or the Wider TI Fluid Systems Group, in
either case, taken as a whole or in the context of the Acquisition; or
3.15.8 except as Disclosed, otherwise affect the business, assets,
value, profits, prospects or operational performance of any member of the
Wider TI Fluid Systems Group or any member of the Wider Bidco Group in each
case in a manner which is adverse to and material in the context of the Wider
TI Fluid Systems Group taken as a whole or of the financing of the
Acquisition,
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 such action, proceeding, suit, investigation,
enquiry or reference or take any other step under the laws of any jurisdiction
in respect of the Acquisition or proposed acquisition of any TI Fluid Systems
Shares or otherwise intervene having expired, lapsed, or been terminated;
3.16 to the extent not already covered by Conditions 3.1 to 3.14, all
other notifications, filings or applications necessary under any applicable
legislation or regulation in any relevant jurisdiction having been made in
connection with the Acquisition and all necessary waiting and other time
periods (including any extensions thereof) under any applicable legislation or
regulation of any jurisdiction having expired, lapsed or been terminated (as
appropriate) and all statutory and regulatory obligations in any jurisdiction
having been complied with and all Authorisations which are deemed to be
reasonably necessary by Bidco in any jurisdiction for or in respect of the
Scheme and the Acquisition or the proposed acquisition of any shares or other
securities in, or control of, TI Fluid Systems by any member of the Wider
Bidco Group having been obtained on terms and in a form reasonably
satisfactory to Bidco (acting reasonably) from all appropriate Third Parties
or (without prejudice to the generality of the foregoing) from any person or
bodies with whom any member of the Wider TI Fluid Systems Group or the Wider
Bidco Group has entered into contractual arrangements in each case where the
direct consequence of a failure to make such notification or filing or to wait
for the expiry, lapse or termination of any such waiting or other time period
or to comply with such obligation or obtain such Authorisation would be
unlawful in any relevant jurisdiction or have a material adverse effect on the
Wider TI Fluid Systems Group, the Wider Bidco Group or the ability of Bidco to
implement the Scheme and all such Authorisations remaining in full force and
effect at the time at which the Scheme becomes otherwise unconditional in all
respects and there being no notice or intimation of an intention to revoke,
suspend, restrict, modify or not to renew such Authorisations;
3.17 no temporary restraining order, preliminary or permanent
injunction, preliminary or permanent enjoinment, or other law or order issued
and being in effect by a court or other Third Party which has the effect of
making the Acquisition or any acquisition or proposed acquisition of any
shares or other securities or control or management of, any member of the
Wider TI Fluid Systems Group by any member of the Wider Bidco Group, or the
implementation of either of them, void, voidable, illegal and/or unenforceable
under the laws of any relevant jurisdiction, or otherwise directly or
indirectly prohibiting, preventing, restraining, restricting, delaying or
otherwise interfering with the completion or the approval of the Acquisition
or any matter arising from the proposed acquisition of any shares or other
securities in, or control or management of, any member of the Wider TI Fluid
Systems Group by any member of the Wider Bidco Group;
Confirmation of absence of adverse circumstances
3.18 except as Disclosed, there being no provision of any arrangement,
agreement, licence, permit, franchise, lease or other instrument to which any
member of the Wider TI Fluid Systems Group is a party or by or to which any
such member or any of its assets is or may be bound, entitled or be subject or
any event or circumstance which, as a consequence of the Acquisition or the
proposed acquisition by any member of the Wider Bidco Group of any shares or
other securities in TI Fluid Systems or because of a change in the control or
management of any member of the Wider TI Fluid Systems Group or otherwise,
would or might reasonably be expected to result in, in each case, to an extent
which is material in the context of the Wider TI Fluid Systems Group taken as
a whole or in the context of the Acquisition:
3.18.1 any monies borrowed by, or any other indebtedness, actual or
contingent of, or any grant available to, any member of the Wider TI Fluid
Systems Group being or becoming repayable, or capable of being declared
repayable, immediately or prior to its or their 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;
3.18.2 the rights, liabilities, obligations, interests or business of
any member of the Wider TI Fluid Systems Group or any member of the Wider
Bidco Group under any such arrangement, agreement, licence, permit, lease or
instrument or the interests or business of any member of the Wider TI Fluid
Systems Group or any member of the Wider Bidco Group in or with any other firm
or company or body or person (or any agreement or arrangement relating to any
such business or interests) being or becoming capable of being terminated or
adversely modified or affected or any onerous obligation or liability arising
or any adverse action being taken or arising thereunder;
3.18.3 any member of the Wider TI Fluid Systems Group ceasing to be able
to carry on business under any name under which it presently carries on
business to an extent which is material in the context of the TI Fluid Systems
Group taken as a whole or in the context of the Acquisition;
3.18.4 any assets or interests of, or any asset the use of which is
enjoyed by, any member of the Wider TI Fluid Systems Group being or falling to
be disposed of or charged 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 member of the Wider TI Fluid Systems Group otherwise than in
the ordinary course of business;
3.18.5 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 or assets of any member of the Wider TI
Fluid Systems Group or any such mortgage, charge or other security interest
(whenever created, arising or having arisen), becoming enforceable;
3.18.6 the business, assets, value, financial or trading position,
profits, prospects or operational performance of any member of the Wider TI
Fluid Systems Group being prejudiced or adversely affected;
3.18.7 the creation or acceleration of any material liability (actual or
contingent) by any member of the Wider TI Fluid Systems Group other than trade
creditors or other liabilities incurred in the ordinary course of business; or
3.18.8 any liability of any member of the Wider TI Fluid Systems Group
to make any severance, termination, bonus or other payment to any of its
directors or other officers other than in the ordinary course of business;
No material transactions, claims or changes in the conduct of the business of
the TI Fluid Systems Group
3.19 except as Disclosed, no member of the Wider TI Fluid Systems
Group having since 31 December 2023:
3.19.1 save as between TI Fluid Systems and its wholly‑owned
subsidiaries or between such wholly‑owned subsidiaries and save for the
issue or transfer out of treasury of TI Fluid Systems Shares on the exercise
of options or vesting of awards granted in the ordinary course under the TI
Fluid Systems Share Plans, issued or agreed to issue or authorised or proposed
or announced its intention to authorise or propose the issue of additional
shares of any class, or securities or securities convertible into, or
exchangeable for, or rights, warrants or options to subscribe for or acquire,
any such shares or convertible securities or transferred or sold or agreed to
transfer or sell or authorised or proposed the transfer or sale of TI Fluid
Systems Shares out of treasury;
3.19.2 recommended, declared, paid or made or agreed to recommend,
declare, pay or make any bonus issue, dividend or other distribution (whether
payable in cash or otherwise) other than to TI Fluid Systems or one of its
wholly‑owned subsidiaries;
3.19.3 save as between TI Fluid Systems and its wholly‑owned
subsidiaries or between such wholly‑owned subsidiaries, merged with (by
statutory merger or otherwise) or demerged from or acquired any body
corporate, partnership or business or acquired or disposed of, or, other than
in the ordinary course of business, transferred, mortgaged or charged or
created any security interest over, any assets or any right, title or interest
in any asset (including shares and trade investments) or authorised, proposed
or announced any intention to do so, in each case to an extent which is
material in the context of the Wider TI Fluid Systems Group taken as a whole;
3.19.4 save as between TI Fluid Systems and its wholly‑owned
subsidiaries or between such wholly‑owned subsidiaries, made, authorised,
proposed or announced an intention to propose any change in its loan capital
other than in the ordinary course of business and to an extent which is
material in the context of the Wider TI Fluid Systems Group taken as a whole;
3.19.5 issued, authorised or proposed or announced an intention to
authorise or propose the issue of, or made any change in or to the terms of,
any debentures or (save in the ordinary course of business and save as between
TI Fluid Systems and its wholly‑owned subsidiaries or between such
wholly‑owned subsidiaries) incurred or increased any indebtedness or become
subject to any contingent liability to an extent which is material in the
context of the Wider TI Fluid Systems Group taken as a whole or in the context
of the Acquisition;
3.19.6 entered into, varied, authorised or proposed entry into or
variation of, or announced its intention to enter into or vary, any contract,
transaction, arrangement or commitment (whether in respect of capital
expenditure or otherwise) (otherwise than in the ordinary course of business)
which is of a long-term, unusual or onerous nature, or which involves or could
reasonably be expected to involve an obligation of a nature or magnitude which
is materially restrictive on the business of any member of the Wider TI Fluid
Systems Group to an extent which is or is reasonably likely to be material to
the Wider TI Fluid Systems Group taken as a whole;
3.19.7 entered into any licence or other disposal of intellectual
property rights of any member of the Wider TI Fluid Systems Group which are
material in the context of the Wider TI Fluid Systems Group taken as a whole
and outside the normal course of business;
3.19.8 entered into, varied, authorised or announced its intention to
enter into or vary the terms of or made any offer (which remains open for
acceptance) to enter into or vary the terms of, any contract, commitment,
arrangement or any service agreement with any director or senior executive of
the Wider TI Fluid Systems Group save for salary increases, bonuses or
variations of terms in the ordinary course of business, which is material in
the context of the Wider TI Fluid Systems Group taken as a whole;
3.19.9 proposed, agreed to provide or modified the terms of any share
option scheme, incentive scheme, or other benefit relating to the employment
or termination of employment of any employee of the Wider TI Fluid Systems
Group which, taken as a whole, are material in the context of the Wider TI
Fluid Systems Group taken as a whole;
3.19.10 (i) (excluding the trustee of any pension scheme(s) established by a
member of the Wider TI Fluid Systems Group other than TI Fluid Systems itself)
made, agreed or consented to or procured any material change to: (a) the
terms of any existing trust deeds, rules, policy or other governing documents,
or entered into or established any new trust deeds, rules, policy or other
governing documents, constituting any pension scheme or other retirement or
death benefit arrangement established for the directors, former directors,
employees or former employees of any entity in the Wider TI Fluid Systems
Group or their dependants and established by a member of the Wider TI Fluid
Systems Group (a "Relevant Pension Plan"); (b) the basis on which benefits
accrue, pensions which are payable or the persons entitled to accrue or be
paid benefits, under any Relevant Pension Plan; (c) the basis on which the
liabilities of any Relevant Pension Plan are funded or valued; or (d) the
basis or rate of employer contribution to a Relevant Pension Plan, in each
case to the extent which is material in the context of the Wider TI Fluid
Systems Group taken as a whole or in the context of the Acquisition and other
than as required in accordance with applicable law; (ii) enter into or
propose to enter into one or more bulk annuity contracts in relation to any
Relevant Pension Plan; or (iii) carried out any act: (a) which would or
could reasonably be expected to lead to the commencement of the winding up of
any Relevant Pension Plan; (b) which would or is reasonably likely to create
a material debt owed by an employer to any Relevant Pension Plan; (c) which
would or might accelerate any obligation on any employer to fund or pay
additional contributions to any Relevant Pension Plan; or (d) which would,
having regard to the published guidance of the Pensions Regulator give rise
directly or indirectly to a liability in respect of a Relevant Pension Plan
arising out of the operation of sections 38 and 38A of the Pensions Act 2004
in relation to a Relevant Pension Plan, in each case to the extent which is
material in the context of the Wider TI Fluid Systems Group taken as a whole
or in the context of the Acquisition and other than as required in accordance
with applicable law;
3.19.11 entered into, implemented or effected, or authorised, or announced
its intention to implement or effect, any joint venture, asset or profit
sharing arrangement, partnership, composition, assignment, reconstruction,
amalgamation, commitment, scheme or other transaction or arrangement (other
than the Scheme) otherwise than in the ordinary course of business which is
material in the context of the Wider TI Fluid Systems Group taken as a whole
or in the context of the Acquisition;
3.19.12 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 of the matters mentioned in sub‑paragraph 3.19.1 above, made any
other change to any part of its share capital to an extent which (other than
in the case of TI Fluid Systems) is material in the context of the Wider TI
Fluid Systems Group taken as a whole (except, in each case, where relevant, as
between TI Fluid Systems and wholly-owned subsidiaries of TI Fluid Systems or
between the wholly-owned subsidiaries of TI Fluid Systems);
3.19.13 other than with respect to claims between TI Fluid Systems and its
wholly-owned subsidiaries (or between such subsidiaries), waived, compromised
or settled any claim otherwise than in the ordinary course of business which
is material in the context of the Wider TI Fluid Systems Group taken as a
whole or in the context of the Acquisition;
3.19.14 made any alteration to its articles of association or other
constitutional documents (in each case, other than in connection with the
Scheme) which is material in the context of the Acquisition;
3.19.15 (other than in respect of a member of the Wider TI Fluid Systems
Group which is dormant and was solvent at the relevant time) taken or proposed
any steps, corporate action or had any legal proceedings instituted or
threatened against it in relation to the suspension of payments, a moratorium
of any indebtedness, its winding‑up (voluntary or otherwise), dissolution,
reorganisation or for the appointment of any administrator, receiver, manager,
administrative receiver, trustee or similar officer of all or any of its
assets or revenues or any analogous proceedings in any jurisdiction or
appointed any analogous person in any jurisdiction or had any such person
appointed which is material in the context of the Wider TI Fluid Systems Group
taken as a whole or in the context of the Acquisition;
3.19.16 been unable, or admitted in writing that it is unable, to pay its
debts or commenced negotiations with one or more of its creditors with a view
to rescheduling or restructuring any of its indebtedness, 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 which is material in the context of the Wider TI Fluid Systems Group
taken as a whole or in the context of the Acquisition;
3.19.17 entered into any contract, commitment, agreement or arrangement
otherwise than in the ordinary course of business or passed any resolution or
made any offer (which remains open for acceptance) with respect to or
announced an intention to, or to propose to, effect any of the transactions,
matters or events referred to in this Condition;
3.19.18 terminated or varied the terms of any agreement or arrangement
between any member of the Wider TI Fluid Systems Group and any other person in
a manner which would or might be expected to have a material adverse effect on
the financial position of the Wider TI Fluid Systems Group taken as a whole;
or
3.19.19 taken (or agreed or proposed to take) any action which requires, or
would require, the consent of the Panel or the approval of TI Fluid Systems
Shareholders in general meeting in accordance with, or as contemplated by,
Rule 21.1 of the Takeover Code;
No material adverse change
3.20 since 31 December 2023, and except as Disclosed, there having
been:
3.20.1 no adverse change and no circumstance having arisen which would
be expected to result in any adverse change or deterioration in the business,
assets, value, financial or trading position, profits, prospects or
operational performance of any member of the Wider TI Fluid Systems Group to
an extent which is material to the Wider TI Fluid Systems Group taken as a
whole or in the context of the Acquisition;
3.20.2 no litigation, arbitration proceedings, prosecution or other
legal proceedings including, without limitation, with regard to intellectual
property rights used by the Wider TI Fluid Systems Group having been
threatened, announced or instituted by or against or remaining outstanding
against any member of the Wider TI Fluid Systems Group or to which any member
of the Wider TI Fluid Systems Group is a party (whether as claimant or
defendant or otherwise) which, in any such case, would reasonably be expected
to have a material adverse effect on the Wider TI Fluid Systems Group taken as
a whole, and no enquiry, review, investigation or enforcement proceedings by,
or complaint or reference to, any Third Party against or in respect of any
member of the Wider TI Fluid Systems Group having been threatened, announced
or instituted by or against, or remaining outstanding in respect of, any
member of the Wider TI Fluid Systems Group which, in any such case, would
reasonably be expected to have a material adverse effect on the Wider TI Fluid
Systems Group taken as a whole;
3.20.3 no contingent or other liability having arisen, increased or
become apparent which is reasonably expected to adversely affect the business,
assets, financial or trading position, profits, prospects or operational
performance of any member of the Wider TI Fluid Systems Group to an extent
which is material to the Wider TI Fluid Systems Group taken as a whole;
3.20.4 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 licence held by any member of the Wider TI
Fluid Systems Group, which is necessary for the proper carrying on of its
business and the withdrawal, cancellation, termination or modification of
which is material and reasonably be expected to have a material adverse effect
on the Wider TI Fluid Systems Group taken as a whole; and
3.20.5 no member of the Wider TI Fluid Systems Group having conducted
its business in material breach of any applicable laws and regulations which
in any case is material in the context of the Wider TI Fluid Systems Group
taken as a whole;
3.21 since 31 December 2023, except as Disclosed, Bidco not having
discovered:
3.21.1 that any financial, business or other information concerning the
Wider TI Fluid Systems Group publicly announced or disclosed to any member of
the Wider Bidco Group at any time after 31 December 2023 prior to the date of
this announcement by or on behalf of any member of the Wider TI Fluid Systems
Group or to any of their advisers is misleading, contains a misrepresentation
of fact or omits to state a fact necessary to make that information not
misleading and which is, in any case, material in the context of the Wider TI
Fluid Systems Group taken as a whole or in the context of the Acquisition; or
3.21.2 that any member of the Wider TI Fluid Systems Group is subject to
any liability, contingent or otherwise and which is material in the context of
the Wider TI Fluid Systems Group taken as a whole;
Environmental liabilities
3.22 except as Disclosed, Bidco not having discovered that, in
relation to any release, emission, accumulation, discharge, disposal or other
similar circumstance which has impaired or is likely to impair the environment
(including property) or harmed or is likely to harm the health of humans,
animals or other living organisms or eco‑systems, no past or present member
of the Wider TI Fluid Systems Group, in a manner or to an extent which is
material in the context of the Wider TI Fluid Systems Group, (i) having
committed any violation of any applicable laws, statutes, regulations,
Authorisations, notices or other requirements of any Third Party giving rise
to a material liability; and/or (ii) having incurred any material liability
(whether actual or contingent) to any Third Party; and/or (iii) being likely
to incur any material liability (whether actual or contingent), or being
required, to make good, remediate, repair, re‑instate or clean up the
environment (including any property), in each case of (i), (ii) or (iii),
which such liability or requirement would be material to the Wider TI Fluid
Systems Group taken as a whole;
Intellectual Property
3.23 no circumstance having arisen or event having occurred in
relation to any intellectual property owned or used by any member of the Wider
TI Fluid Systems Group which would be reasonably expected to have a material
adverse effect on the Wider TI Fluid Systems Group taken as a whole or is
otherwise material in the context of the Acquisition, including:
3.23.1 any member of the Wider TI Fluid Systems Group losing its title
to any intellectual property material to its business, or any intellectual
property owned by the Wider TI Fluid Systems Group and material to its
business being revoked, cancelled or declared invalid;
3.23.2 any claim being asserted in writing or threatened in writing by
any person challenging the ownership of any member of the Wider TI Fluid
Systems Group to, or the validity or effectiveness of, any of its intellectual
property; or
3.23.3 any agreement regarding the use of any intellectual property
licensed to or by any member of the Wider TI Fluid Systems Group being
terminated or varied;
Anti‑corruption and sanctions
3.24 except as Disclosed, Bidco not having discovered that (to an
extent that is material in the context of the Wider TI Fluid Systems Group
taken as a whole):
3.24.1 any past or present member of the Wider TI Fluid Systems Group or
any person that performs or has performed services for or on behalf of any
such company is or has at any time engaged in any activity, practice or
conduct (or omitted to take any action) in contravention of the UK Bribery
Act 2010, the U.S. Foreign Corrupt Practices Act of 1977 (so far as is
applicable), as amended or any other applicable anti‑corruption legislation;
3.24.2 any member of the Wider TI Fluid Systems Group is ineligible to
be awarded any contract or business under section 23 of the Public Contracts
Regulations 2006 or section 26 of the Utilities Contracts Regulations 2006
(each as amended);
3.24.3 any past or present member of the Wider TI Fluid Systems Group
has engaged in any activity or business with, or made any investments in, or
made any payments to any government, entity or individual covered by any of
the economic sanctions administered by the United Nations or the European
Union (or any of their respective member states) or the United States Office
of Foreign Assets Control or any other governmental or supranational body or
authority in any jurisdiction (so far as is applicable); or
3.24.4 a member of the TI Fluid Systems Group has engaged in a
transaction which would cause the Wider Bidco Group to be in breach of any law
or regulation on completion of the Acquisition, including the economic
sanctions administered by the United States Office of Foreign Assets Control
or HM Treasury & Customs or any government, entity or individual targeted
by any of the economic sanctions of the United Nations, United States or the
European Union or any of its member states; or
No criminal property
3.25 except as Disclosed, Bidco not having discovered that any asset
of any member of the Wider TI Fluid Systems Group constitutes criminal
property as defined by section 340(3) of the Proceeds of Crime Act 2002 (but
disregarding paragraph (b) of that definition).
Part B
Further terms of the Acquisition
1. Subject to the requirements of the Panel, Bidco reserves
the right in its sole discretion to waive, in whole or in part, all or any of
the Conditions set out in Part A of Appendix 1, except Conditions 1, 2.1(i),
2.2(i), 2.3(i) and 2.4 which cannot be waived. If any of Conditions 2.1(ii),
2.2(ii) or 2.3(ii) is not satisfied by the relevant deadline specified in the
relevant Condition, Bidco shall make an announcement by 8.00 a.m. on the
Business Day following such deadline confirming whether it has invoked the
relevant Condition, waived the relevant deadlines or agreed with TI Fluid
Systems to extend the relevant deadline.
2. Bidco shall be under no obligation to waive (if capable of
waiver), to determine to be or remain satisfied or to treat as fulfilled any
of the Conditions in Part A of Appendix 1 above that are capable of waiver
by a date earlier than the latest date for the fulfilment of that Condition
notwithstanding that the other Conditions of 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. Under Rule 13.5(a) of the Takeover Code and subject to
paragraph 4 below, 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. Condition 1, Conditions 2.1, 2.2, 2.3 and 2.4 in Part A of
Appendix 1 above, and, if applicable, any acceptance condition if the
Acquisition is implemented by means of an Offer, are not subject to Rule
13.5(a) of the Takeover Code.
5. Any Condition that is subject to Rule 13.5(a) of the
Takeover Code may be waived by Bidco.
6. If the Panel requires Bidco to make an offer or offers for
TI Fluid Systems Shares under the provisions of Rule 9 of the Takeover Code,
Bidco may make such alterations to the Conditions as are necessary to comply
with the provisions of that Rule.
7. Bidco reserves the right to elect, with the consent of the
Panel (where necessary) and subject to the terms of the Cooperation Agreement,
to implement the Acquisition by way of an Offer as an alternative to the
Scheme. In such an event, for so long as the Cooperation Agreement is
continuing, an Offer will be implemented on substantially the same terms, so
far as applicable, as those which would apply to the Scheme (subject to
appropriate amendments, including an acceptance condition set at not more than
90 per cent. of the TI Fluid Systems Shares on a fully diluted basis (or such
other percentage as may be permitted under the terms of the Cooperation
Agreement) and (to the extent necessary) consultation with the Panel, being in
any case more than 50 per cent. of the TI Fluid Systems Shares). If the
Acquisition is effected by way of an Offer, and such Offer becomes or is
declared unconditional and sufficient acceptances are received in respect of
such Offer, Bidco intends to exercise its rights to apply the provisions of
Chapter 3 of Part 28 of the 2006 Act so as to acquire compulsorily the
remaining TI Fluid Systems Shares in respect of which the Offer has not been
accepted.
8. The Acquisition will be subject, inter alia, to the
Conditions and certain further terms which are set out in this Appendix 1 and
to the full terms which will be set out in the Scheme Document and such
further terms as may be required to comply with the provisions of the UK
Listing Rules, the provisions of the Takeover Code and the applicable
requirements of the Panel and the London Stock Exchange.
9. TI Fluid Systems Shares will be acquired by Bidco fully
paid and free from all liens, charges, encumbrances and other third party
rights of any nature whatsoever and together with all rights attaching to them
as at the Effective Date, including the right to receive and retain all
dividends and distributions (if any) declared, made or paid after the
Acquisition becomes Effective.
10. If, on or after the date of this announcement and prior to the
Acquisition becoming Effective, any dividend and/or other distribution and/or
other return of capital or value is announced, declared, made or paid or
becomes payable in respect of the TI Fluid Systems Shares, Bidco reserves the
right to reduce the consideration payable under the terms of the Acquisition
for the TI Fluid Systems Shares by an amount up to the aggregate amount of
such dividend and/or distribution and/or other return of capital or value, in
which case any reference in this announcement to the consideration payable
under the terms of the Acquisition will be deemed to be a reference to the
consideration as so reduced. Any exercise by Bidco of its rights referred to
in this paragraph 10 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 terms of the Scheme or the Acquisition. In such
circumstances, TI Fluid Systems Shareholders would be entitled to retain any
such dividend, distribution and/or other return of capital or value.
11. The availability of the Acquisition to persons not resident in
the United Kingdom may be affected by the laws or regulatory requirements of
the relevant jurisdictions. Persons who are not resident in the United Kingdom
should inform themselves about and observe any applicable requirements.
12. The Scheme will be governed by English law and be subject to
the jurisdiction of the Court, to the Conditions set out above and full terms
to be set out in the Scheme Document. The Acquisition will be subject to the
applicable requirements of the Takeover Code, the Panel, the London Stock
Exchange, the FCA, the UK Listing Rules and the Registrar of Companies.
13. Each of the Conditions shall be regarded as a separate
Condition and shall not be limited by reference to any other Condition.
Appendix 2
Sources and Bases of Information
In this announcement, unless otherwise stated or the context otherwise
requires, the following sources and bases have been used.
1. The fully diluted issued ordinary share capital of
519,360,589 TI Fluid Systems Shares as at 28 November 2024 (being the last
Business Day before the date of this announcement) is based on:
1.1 496,214,659 TI Fluid Systems Shares in issue (which includes
2,158,076 TI Fluid Systems Shares held in the TI Fluid Systems Employee
Benefit Trust and 833,932 TI Fluid Systems Shares pursuant to the Deferred
Bonus Plan); plus
1.2 a maximum of 25,304,006 TI Fluid Systems Shares pursuant to
the TI Fluid Systems Long Term Incentive Plan; less
1.3 2,158,076 TI Fluid Systems Shares held in the TI Fluid Systems
Employee Benefit Trust, which will be used to satisfy the outstanding TI Fluid
Systems Share Plan awards.
2. A value of approximately £1,039 million for the entire
issued and to be issued share capital of TI Fluid Systems is based on:
2.1 an offer price of 200.0 pence per TI Fluid Systems Share; and
2.2 TI Fluid Systems' fully diluted issued ordinary share capital
of 519,360,589 TI Fluid Systems Shares, as set out in paragraph 1 above.
3. The implied enterprise value for TI Fluid Systems of
approximately £1,831 million is calculated by reference to the valuation of
the Acquisition referenced in paragraph 2 above, plus net financial debt
excluding lease liabilities of £568 million as at 30 June 2024, plus lease
liabilities of £142 million as at 30 June 2024, plus non-controlling
interests of £0.6 million as at 30 June 2024, plus net pension liabilities of
£82 million as at 30 June 2024.
4. Unless otherwise stated, the financial information of TI
Fluid Systems is extracted (without material adjustment) from the 2023 TI
Fluid Systems Annual Report, the audited accounts of the TI Fluid Systems
Group for the 12 months ended 31 December 2023 and the unaudited, consolidated
financial statements of TI Fluid Systems for the six months ended 30 June
2024.
5. All prices and Closing Prices for TI Fluid Systems Shares
are based on closing middle market quotations derived from the Daily Official
List of the London Stock Exchange.
6. The volume-weighted average prices and total shareholder
returns have been derived from Bloomberg data and have been rounded to the
nearest whole number.
7. Exchange rates have been derived from Bloomberg and have
been rounded to the nearest four decimal places.
8. The exchange rate used for the conversion of EUR into GBP
to calculate the value of the Acquisition is 0.8321, which is based on the
exchange rate as at 4.30 p.m. on 28 November 2024 (being the last Business Day
before the date of this announcement).
9. The global light vehicle production volumes of 90.5 million
units in 2023 and 88.5 million units in 2024 are based on data compiled on 1
October 2024 by S&P Global Mobility.
10. Certain figures included in this announcement have been
subject to rounding adjustments.
Appendix 3
Details of Irrevocable Undertakings and Non-Binding Letters of Intent
1. TI Fluid Systems Directors
The following TI Fluid Systems Directors have given irrevocable undertakings
to vote (or, where applicable, procure the voting) in favour of the Scheme at
the Court Meeting and the Resolutions at the General Meeting (or in the event
that the Acquisition is implemented by way of an Offer, to accept, or procure
the acceptance of, the Offer) in respect of their own beneficial holdings (or
those TI Fluid Systems Shares over which they have control) of TI Fluid
Systems Shares:
Name Total Number of Percentage of existing issued share capital Percentage of existing TI Fluid Systems Shares eligible to vote at Court
TI Fluid Systems Shares Meeting
Hans Dieltjens 2,057,575 0.41% 0.41%
Alexander De Bock 169,969 0.03% 0.03%
John Smith 158,919 0.03% 0.03%
Total 2,386,463 0.48% 0.48%
These irrevocable undertakings also extend to any TI Fluid Systems Shares
acquired by the TI Fluid Systems Directors, whether as a result of the
exercise of options or the vesting of awards under the TI Fluid Systems Share
Plans or otherwise.
The irrevocable undertakings referred to in this paragraph 1 cease to be
binding on the earlier of the following occurrences: (i) this announcement not
having been released by 11.59 p.m. (London time) on the date that is one
Business Day from the date of the undertaking (or such later date as Bidco and
TI Fluid Systems may agree); (ii) Bidco announces, with the consent of the
Panel, that it does not intend to make or proceed with the Acquisition and no
new, revised or replacement offer or scheme is announced in accordance with
Rule 2.7 of the Takeover Code at the same time; (iii) the Scheme lapses or is
withdrawn in accordance with its terms unless, by or prior to such time, Bidco
has elected to exercise its right to proceed by way of an Offer and announced
the same in accordance with the requirements of Paragraph 8 of Appendix 7 to
the Takeover Code, and such Offer has not lapsed or been withdrawn; (iv) the
Scheme has not become Effective by 11.59 p.m. on the Long Stop Date or such
later time and/or date as may be agreed between Bidco and TI Fluid Systems
(other than in circumstances where Bidco has, prior to such date, elected to
exercise its right to proceed by way of an Offer and announced the same in
accordance with the requirements of Paragraph 8 of Appendix 7 to the Takeover
Code, and such Offer has not lapsed or been withdrawn); or (v) the date on
which any competing offer for the entire issued, and to be issued, share
capital of TI Fluid Systems is declared wholly unconditional or, if proceeding
by way of a scheme of arrangement, becomes Effective.
2. TI Fluid Systems Shareholders
The following TI Fluid Systems Shareholder has given an irrevocable
undertaking to vote (or, where applicable, procure the voting) in favour of
the Scheme at the Court Meeting and the Resolutions at the General Meeting (or
in the event that the Acquisition is implemented by way of an Offer, to
accept, or procure the acceptance of, the Offer) in respect of their own
beneficial holdings (or those TI Fluid Systems Shares over which they have
control) of TI Fluid Systems Shares:
Name Total Number of Percentage of existing issued share capital Percentage of existing TI Fluid Systems Shares eligible to vote at Court
TI Fluid Systems Shares Meeting
BC Omega Holdco Limited 141,064,632 28.43% 28.43%
Total 141,064,632 28.43% 28.43%
This irrevocable undertaking also extends to any TI Fluid Systems Shares
acquired by such TI Fluid Systems Shareholder.
The irrevocable undertaking referred to in this paragraph 2 ceases to be
binding on the earlier of the following occurrences: (i) this announcement not
having been released by 7.30 a.m. (London time) on 29 November 2024; and/or
(ii) (a) in the event that the Acquisition proceeds by way of a Scheme, the
Scheme not becoming effective by 11.59 p.m. on the Long Stop Date; or (b) in
the event that the Acquisition proceeds by way of Offer, the Offer not
becoming unconditional by 11.59 p.m. on the Long Stop Date.
In addition, the following TI Fluid Systems Shareholders have given
non-binding letters of intent to vote in favour of the Scheme at the Court
Meeting and the Resolutions at the General Meeting (or in the event that the
Acquisition is implemented by way of an Offer, to accept the Offer) in respect
of their own beneficial holdings (or those TI Fluid Systems Shares over which
they have control) of the following TI Fluid Systems Shares:
Name Total Number of Percentage of existing issued share capital Percentage of existing TI Fluid Systems Shares eligible to vote at Court
TI Fluid Systems Shares Meeting
Cobas Asset Management, SGIIC, S.A. 18,393,816 3.71% 3.71%
J O Hambro Capital Management Limited 12,262,513 2.47% 2.47%
Total 30,656,329 6.18% 6.18%
Appendix 4
Definitions
The following definitions apply throughout this document unless the context
otherwise requires:
"2006 Act" the Companies Act 2006, as amended from time to time
"2023 TI Fluid Systems Annual Report" the annual report and audited accounts of the TI Fluid Systems Group for the
year ended 31 December 2023
"ABC Technologies" ABC Technologies, Inc.
"ABC Technologies Group" ABC Technologies and its subsidiary undertakings and, where the context
permits, each of them
"Acquisition" the proposed acquisition by Bidco of the entire issued, and to be issued,
share capital of TI Fluid Systems by means of the Scheme, or should Bidco so
elect (subject to the Panel's consent and the terms of the Cooperation
Agreement), by means of an Offer
"Adjusted EBITDA" EBITDA pre-IFRS 16 adjustment and exceptional charges
"Apollo" the Apollo Funds
"Apollo Funds" certain of the affiliated funds of Apollo Global Management, Inc. and its
subsidiaries
"Articles" the articles of association of TI Fluid Systems from time to time
"associated undertaking" shall be construed in accordance with paragraph 19 of Schedule 6 to The Large
and Medium sized Companies and Groups (Accounts and Reports) Regulations 2008
(SI 2008/410) but for this purpose ignoring paragraph 19(1)(b) of Schedule 6
to those regulations
"Authorisations" authorisations, orders, grants, recognitions, confirmations, consents,
licences, clearances, certificates, permissions or approvals, in each case of
a Third Party
"Bidco" ABC Technologies Acquisitions Limited
"Bidco Group" Bidco and its subsidiary undertakings and, where the context permits, each of
them
"Business Day" a day, not being a public holiday, Saturday or Sunday, on which clearing banks
in London are open for normal business
"certificated" or "certificated form" in relation to a share or other security, a share or other security title to
which is recorded in the relevant register of the share or other security as
being held in certificated form (that is, not in CREST)
"Citi" Citigroup Global Markets Limited
"Closing Price" the closing middle market price of a TI Fluid Systems Share as derived from
the Daily Official List on any particular date
"Condition" each of the conditions listed in Part A of Appendix 1 and any reference to a
numbered Condition shall be a reference to the Condition set out in the
paragraph of Part A of Appendix 1 bearing such number
"Confidentiality Agreement" the confidentiality agreement dated 9 October 2024 between ABC Technologies
and TI Fluid Systems
"Cooperation Agreement" the cooperation agreement dated on or around the date of this announcement
between Bidco and TI Fluid Systems
"Court" the High Court of Justice in England and Wales
"Court Meeting" the meeting of Scheme Shareholders to be convened at the direction of the
Court pursuant to Part 26 of the 2006 Act at which a resolution will be
proposed to approve the Scheme, including any adjournment thereof
"Court Order" the order of the Court sanctioning the Scheme under Part 26 of the 2006 Act
"CREST" the relevant system (as defined in the Regulations) in respect of which
Euroclear UK & International Limited is the operator (as defined in CREST)
"Daily Official List" the daily official list of the London Stock Exchange
"Dealing Disclosure" an announcement by a party to an offer or a person acting in concert as
required by Rule 8 of the Takeover Code
"Disclosed" the information fairly disclosed by or on behalf of TI Fluid Systems: (i) in
the 2023 TI Fluid Systems Annual Report; (ii) in the half-year results for the
six-months period ended 30 June 2024; (iii) in this announcement; (iv) in any
other announcement to a Regulatory Information Service prior to the
publication of this announcement; (v) in writing (including via the virtual
data room operated by or on behalf of TI Fluid Systems in respect of the
Acquisition) or orally in meetings and calls by TI Fluid Systems management
prior to the date of this announcement to Bidco or Bidco's advisers (in their
capacity as such)
"Disclosure Guidance and Transparency Rules" the Disclosure Guidance and Transparency Rules sourcebook issued by the FCA
"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 an Offer, the Offer having
been declared or having become unconditional in all respects in accordance
with the requirements of the Takeover Code
"Effective Date" the date on which the Acquisition becomes Effective
"Excluded Shares" (i) any TI Fluid Systems Shares legally or beneficially held by Bidco or any
member of the Wider Bidco Group; and (ii) any Treasury Shares, in each case,
at any relevant date or time
"FCA" the Financial Conduct Authority or its successor from time to time
"FCA Handbook" the FCA's Handbook of rules and guidance as amended from time to time
"General Meeting" the general meeting of TI Fluid Systems Shareholders to be convened to
consider and, if thought fit, pass, inter alia, the Resolutions in relation to
the Scheme including any adjournments thereof
"Goldman Sachs" Goldman Sachs International
"Lazard" together, Lazard Frères & Co. LLC and Lazard & Co., Limited
"London Stock Exchange" the London Stock Exchange plc or its successor
"Long Stop Date" 29 August 2025, or such later date, (a) as Bidco and TI Fluid Systems may
agree, or (b) (in a competitive situation) as may be specified by Bidco with
the consent of the Panel and in each case, if so required, that the Court may
allow
"Meetings" the Court Meeting and the General Meeting
"Oaktree" funds managed by Oaktree Capital Management, L.P.
"Offer" subject to the consent of the Panel and the terms of the Cooperation
Agreement, should the Acquisition be implemented by way of a takeover offer as
defined in Chapter 3 of Part 28 of the 2006 Act, the offer to be made by or on
behalf of Bidco to acquire the entire issued, and to be issued, share capital
of TI Fluid Systems, and, where the context admits, any subsequent revision,
variation, extension or renewal of such offer
"Official List" the Official List of the FCA
"Opening Position Disclosure" an announcement pursuant to Rule 8 of the Takeover Code containing details of
interests or short positions in, or rights to subscribe for, any relevant
securities of a party to the Acquisition
"Overseas Shareholders" holders of Scheme Shares who are resident in, ordinarily resident in, or
citizens of, jurisdictions outside the United Kingdom
"Panel" the Panel on Takeovers and Mergers
"Panel Clean Team Agreement" the Panel clean team agreement entered into by TI Fluid Systems, ABC
Technologies and their respective antitrust legal advisers on 21 October 2024
"Peel Hunt" Peel Hunt LLP
"PRA" the Prudential Regulation Authority or its successor from time to time
"Registrar of Companies" the Registrar of Companies in England and Wales
"Regulations" means the Uncertificated Securities Regulations 2001
"Regulatory Information Service" a regulatory information service as defined in the FCA Handbook
"relevant securities" as the context requires, TI Fluid Systems Shares, other TI Fluid Systems share
capital and any securities convertible into or exchangeable for, and rights to
subscribe for, any of the foregoing
"Resolutions" the resolution(s) to be proposed at the General Meeting necessary to implement
the Scheme, including, amongst other things, a special resolution proposed in
connection with, inter alia, implementation of the Scheme and certain
amendments to be made to the articles of association of TI Fluid Systems
"Restricted Jurisdiction" any jurisdiction where local laws or regulations may result in a significant
risk of civil, regulatory or criminal exposure if information concerning the
Acquisition (or Offer if applicable) is sent or made available to TI Fluid
Systems Shareholders in that jurisdiction
"Sanction Hearing" the Court hearing to sanction the Scheme
"Scheme" the proposed scheme of arrangement under Part 26 of the 2006 Act between TI
Fluid Systems and the holders of the Scheme Shares, with or subject to any
modification, addition or condition approved or imposed by the Court and
agreed by TI Fluid Systems and Bidco
"Scheme Document" the document to be sent to TI Fluid Systems Shareholders and persons with
information rights containing, amongst other things, the Scheme and notices of
the Meetings and proxy forms in respect of the Meetings
"Scheme Record Time" the time and date to be specified in the Scheme Document, expected to be 6.00
p.m. on the Business Day immediately prior to the Effective Date
"Scheme Shareholders" holders of Scheme Shares
"Scheme Shares" all TI Fluid Systems Shares:
(i) in issue at the date of the Scheme Document;
(ii) (if any) issued after the date of the Scheme Document but before
the Voting Record Time; and
(iii) (if any) issued at or after the Voting Record Time and before the
Scheme Record Time in respect of which the original or any subsequent holders
thereof are, or shall have agreed in writing to be, bound by the Scheme,
in each case, other than any Excluded Shares
"Scotiabank" The Bank of Nova Scotia
"subsidiary", "subsidiary undertaking" and "undertaking" shall be construed in accordance with the 2006 Act
"Takeover Code" the Takeover Code issued by the Panel on Takeovers and Mergers, as amended
from time to time
"TD Securities" The Toronto-Dominion Bank, London Branch
"TI Fluid Systems" TI Fluid Systems plc
"TI Fluid Systems Board" the board of directors of TI Fluid Systems
"TI Fluid Systems Directors" the directors of TI Fluid Systems
"TI Fluid Systems Group" TI Fluid Systems and its subsidiary undertakings and, where the context
permits, each of them
"TI Fluid Systems Share Plans" means each of: (i) the TI Fluid Systems plc Long Term Incentive Plan; and (ii)
the TI Fluid Systems plc Annual and Deferred Bonus Plan
"TI Fluid Systems Share(s)" ordinary shares of £0.01 each in the capital of TI Fluid Systems
"TI Fluid Systems Shareholder(s)" the holders of TI Fluid Systems Shares
"Treasury Shares" any TI Fluid Systems Shares which are for the time being held by TI Fluid
Systems as treasury shares (within the meaning of the 2006 Act)
"UK" or "United Kingdom" the United Kingdom of Great Britain and Northern Ireland
"uncertificated" or "in uncertificated form" a share or other security title to which is recorded in the relevant register
of the share or security as being held in uncertificated form, in CREST, and
title to which, by virtue of the Regulations may be transferred by means of
CREST
"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
"Wider Bidco Group" the ABC Technologies Group (including, for the avoidance of doubt, Bidco and
its associated undertakings and any other body corporate, partnership, joint
venture or person in which ABC Technologies and such undertakings (aggregating
their interests) have an interest of more than 30 per cent. of the voting or
equity capital or the equivalent)
"Wider TI Fluid Systems Group" TI Fluid Systems and associated undertakings and any other body corporate,
partnership, joint venture or person in which TI Fluid Systems and such
undertakings (aggregating their interests) have an interest of more than 30
per cent. of the voting or equity capital or the equivalent (excluding, for
the avoidance of doubt, ABC Technologies and all of its associated
undertakings which are not members of the TI Fluid Systems Group)
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. END OUPPPGRCGUPCUQBRecent news on TI Fluid Systems
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