Update on Financing Arrangements
30/12/2024 15:51
For best results when printing this announcement, please click on link below:
https://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20241230:nRSd6450Ra&default-theme=true
RNS Number : 6450R ABC Technologies Inc. 30 December 2024
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR
FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE
RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION
FOR IMMEDIATE RELEASE
30 December 2024
RECOMMENDED CASH ACQUISITION
for
TI FLUID SYSTEMS PLC
by
ABC TECHNOLOGIES ACQUISITIONS LIMITED
UPDATE ON BIDCO'S FINANCING ARRANGEMENTS
On 29 November 2024, the boards of TI Fluid Systems plc ("TI Fluid Systems")
and ABC Technologies Acquisitions Limited ("Bidco") announced that they had
reached agreement on the terms of a recommended cash offer pursuant to which
Bidco, a direct wholly-owned subsidiary of ABC Technologies Inc., will acquire
the entire issued and to be issued share capital of TI Fluid Systems pursuant
to Rule 2.7 of the Takeover Code (the "Acquisition"), to be implemented by way
of a court-sanctioned scheme of arrangement under Part 26 of the Companies Act
2006 (the "Scheme") (the "Rule 2.7 Announcement"). The circular in relation to
the Scheme was published or made available to TI Fluid Systems Shareholders on
17 December 2024 (the "Scheme Document").
Unless otherwise defined in this announcement, capitalised words and phrases
used in this announcement shall have the same meanings given to them in the
Scheme Document.
On 29 November 2024, Bidco (as borrower), 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 and together, the "Original Interim
Lenders") each entered into an interim facilities agreement dated 29 November
2024 in relation to the financing of the Acquisition (the "Interim Facilities
Agreement").
In addition to the Interim Facilities Agreement, on 29 November 2024, Bidco
entered into: (a) a commitment letter and a fee letter with (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) The Bank of
Nova Scotia, (viii) NatWest Markets Plc and National Westminster Bank Plc, and
(ix) Mizuho Bank, Ltd., (the "Commitment Papers"); and (b) an engagement
letter and a fee credit letter with (i) Citigroup Global Markets Inc., (ii)
Santander US Capital Markets LLC, (iii) TD Securities (USA) LLC, (iv) Bank of
Montreal and BMO Capital Markets Corp., (v) CIBC World Markets Corp. (vi)
Deutsche Bank Securities Inc., (vii) Scotia Capital (USA) Inc., (viii) NatWest
Markets Securities Inc. and NatWest Markets Plc, and (ix) Mizuho Securities
USA LLC (the "Engagement Papers").
Bidco announces that, on 24 December 2024, in addition to the Original Interim
Lenders, (i) Goldman Sachs Bank USA, (ii) JPMorgan Chase Bank, N.A., (iii)
Fifth Third Bank, National Association, (iv) ING Capital LLC, (v) Natixis, New
York Branch, and (vi) National Bank of Canada (together, the "New Interim
Lenders") agreed to become lenders under the Interim Facilities Agreement by
way of an amended and restated interim facilities agreement dated 24 December
2024 (the "Amended and Restated Interim Facilities Agreement"). Bidco also
announces that, on 24 December 2024, the Commitment Papers and the Engagement
Papers were amended accordingly to cater for the participation of the New
Interim Lenders (as amended, the "Amended and Restated Financing Documents").
Copies of the Amended and Restated Financing Documents will be available,
subject to certain restrictions relation to persons in, or resident in,
Restricted Jurisdictions, on Bidco's website at https://projectgolfoffer.com/
(https://projectgolfoffer.com/) .
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
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.
Santander is a credit institution which is registered with the Bank of Spain
with number 0049. Banco Santander, S.A., London Branch is a branch of
Santander with its principal place of business located at 2 Triton Square,
Regent's Place, London NW1 3AN and is authorised by the Bank of Spain and is
subject to regulatory oversight on certain matters in the UK by the FCA and
the PRA. Santander is acting exclusively as financial adviser to ABC
Technologies and Bidco and no one else in connection with the matters referred
to in this document and will not be responsible to anyone other than ABC
Technologies and Bidco for providing the protections afforded to clients of
Santander or any of its affiliates, or for providing advice in relation to any
matter referred to in this document. Neither Santander, 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 Santander in connection with
this document or any matter referred to herein.
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.
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.
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 does not constitute a prospectus, prospectus equivalent
document or exempted document.
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.
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 Bidco's website at
https://projectgolfoffer.com/ (https://projectgolfoffer.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.
This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
rns@lseg.com (mailto:rns@lseg.com)
or visit
www.rns.com (http://www.rns.com/)
.
RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
Privacy Policy (https://www.lseg.com/privacy-and-cookie-policy)
. END OUPQKKBQPBDDFBN