TIDM0QSD TIDMCSRT
RNS Number : 2595D
Recipharm AB
17 February 2020
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 OF THAT
JURISDICTION
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
FOR IMMEDIATE RELEASE
17 February 2020
Recommended Cash Offer
for
Consort Medical plc
By
Recipharm Holdings Limited
a directly wholly-owned subsidiary of Recipharm AB
Compulsory acquisition of outstanding Consort Shares
On 4 February 2020, the boards of Recipharm Holdings Limited
("Recipharm") and Consort Medical plc ("Consort") announced that
the recommended cash offer (the "Offer") to acquire the entire
issued and to be issued share capital of Consort had been declared
unconditional in all respects. The full terms of, and conditions
to, the Offer and the procedures for acceptance were set out in the
offer document dated 6 December 2019 (the "Offer Document"). The
definitions set out in the Offer Document dated 6 December 2019
have the same meanings in this announcement.
As at 12.00 p.m. (London time) on 17 February 2020, Recipharm
had received valid acceptances of the Offer in respect of a total
of 40,594,690 Consort Shares, representing approximately 81.3 per
cent. of the issued share capital of Consort.
Of these, acceptances had been received in respect of a total of
81,172 Consort Shares, representing in aggregate 0.2 per cent. of
the existing issued share capital of Consort, which were subject to
irrevocable undertakings given by Consort Directors to accept the
Offer received by Recipharm. None of these acceptances has been
received from persons acting in concert with Recipharm. Recipharm
has no outstanding irrevocable undertakings.
Recipharm also owns 5,000,000 Consort Shares (representing
approximately 10.0 per cent. of the issued share capital of
Consort) as a result of market purchases it has made.
Save as disclosed above, neither Recipharm nor any person acting
in concert with Recipharm has:
a) any interest in, or right to subscribe in respect of, or any
short position in relation to Consort relevant securities,
including any short position under a derivative, any agreement to
sell or any delivery obligation or right to require another person
to purchase or take delivery of Consort relevant securities; or
b) borrowed or lent any Consort relevant securities (including
any financial collateral arrangements), save for any borrowed
shares which have been either on-lent or sold.
In total, Recipharm has now received acceptances of the Offer in
respect of, and/or has otherwise acquired 45,594,690 Consort Shares
(representing 91.3 per cent. of Consort's issued share capital),
which Recipharm may count towards the Acceptance Condition.
Compulsory acquisition
Recipharm will soon be implementing the procedure under Chapter
3 of Part 28 of the Companies Act 2006 (the "Act") to compulsorily
acquire all of the outstanding Consort Shares which it does not
already hold or has not already acquired, contracted to acquire or
in respect of which it has not already received valid acceptances.
Recipharm expects to, on 20 February 2020, despatch formal
compulsory acquisition notices under sections 979 and 980 of the
Act (the "Compulsory Acquisition Notices") to Consort Shareholders
who have not yet accepted the Offer. These notices will set out
Recipharm's intention to apply the provisions of section 979 of the
Act to acquire compulsorily any remaining Consort Shares in respect
of which the Offer has not been accepted on the same terms as the
Offer.
If any of the Consort Shareholders have not accepted the Offer
and have not applied to the court in respect of all their holding
of Consort Shares by six weeks from the date of the Compulsory
Acquisition Notices (expected to be 2 April 2020), the Consort
Shares held by those Consort Shareholders who have not accepted the
Offer will be acquired compulsorily by Recipharm on the same terms
as the Offer. The consideration to which those Consort Shareholders
will be entitled will be held by Consort as a trustee on their
behalf and they will be requested to claim their consideration by
writing to Consort at the end of the six-week period.
The Offer, which remains subject to the terms and conditions set
out in the Offer Document and, in respect of Consort Shares in
certificated form, the Form of Acceptance, is being extended and
will remain open for acceptances until 1.00 p.m. (London time) on 2
April 2020 (being six weeks from the date of the Compulsory
Acquisition Notices). Consort Shareholders who have not yet
accepted the Offer are therefore urged to do so as soon as
possible.
Procedure for acceptance of the Offer
Consort Shareholders who have not yet accepted the Offer are
urged to do so as follows:
-- If you hold your Consort Shares, or any of them, in
certificated form (that is, not in CREST), you should complete and
return a Form of Acceptance as soon as possible so as to be
received by the Receiving Agent, Computershare.
-- If you hold your Consort Shares, or any of them, in
uncertificated form (that is, in CREST) you should follow the
procedure for Electronic Acceptance through CREST so that the TTE
instruction settles as soon as possible. If you hold your Consort
Shares as a CREST sponsored member, you should refer to your CREST
sponsor as only your CREST sponsor will be able to send the
necessary TTE instruction to Euroclear.
Full details on how to accept the Offer are set out in the Offer
Document and, in respect of Consort Shares in certificated form, in
the Form of Acceptance. The Offer Document is available, subject to
certain restrictions relating to persons resident in a Restricted
Jurisdiction, on Recipharm's website (
www.recipharm.com/investor-relations ) and Consort's website (
www.consortmedical.com/investor-centre/ ).
Consort Shareholders with any questions relating to this
announcement or the completion and return of the Form of Acceptance
or the making of an Electronic Acceptance (as the case may be)
should contact the Receiving Agent, Computershare, between 9.00
a.m. and 5.00 p.m. Monday to Friday (except UK public holidays) on
0370 702 0000 from within the United Kingdom (or +44 370 702 0000
if calling from outside the United Kingdom). Calls may be recorded
and randomly monitored for security and training purposes. The
helpline cannot provide advice on the merits of the Offer nor give
any financial, legal or tax advice.
Settlement
The consideration due to accepting Consort Shareholders is
expected to be despatched within 14 days of the date of receipt of
further acceptances which are valid and complete in all respects.
Therefore, accepting the Offer should enable to receive your
payment more promptly than if the compulsory acquisition procedure
is followed.
The percentages of Consort Shares referred to in this
announcement are based on a figure of 49,960,574 Consort Shares in
issue on 17 February 2020.
The person responsible for making this notification is Tobias
Hägglöv, Chief Financial Officer of Recipharm AB.
Further information
This announcement is for information purposes only and is not
intended to and does not constitute or form part of, any 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 Offer or otherwise nor shall there be
any sale, issuance or transfer of securities of Consort in any
jurisdiction in contravention of applicable law.
The Offer is being implemented solely by means of the Offer
Document and, in respect of Consort Shares held in certificated
form, the Form of Acceptance accompanying the Offer Document, which
contains the full terms and conditions of the Offer including
details of how to accept the Offer. Any approval, acceptance,
decision or other response to the Offer should be made only on the
basis of information in the Offer Document, and in respect of
Consort Shares held in certificated form, the Form of Acceptance.
Consort Shareholders are strongly advised to read the formal
documentation in relation to the Offer and each Consort Shareholder
is urged to consult its independent professional adviser
immediately regarding the tax consequences to it (or its beneficial
owners) of the Offer.
Overseas Shareholders
This announcement has been prepared in accordance with English
law, the Takeover Code, 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 statements contained in this announcement are made as
at the date of this announcement, unless some other time is
specified in relation to them, and there shall be no implication
that there has been no change in the facts set forth in this
announcement since such date.
The Offer is subject to the applicable rules and regulations of
the FCA, the London Stock Exchange and the Takeover Code.
The release, publication or distribution of this announcement in
jurisdictions other than the United Kingdom and the availability of
the Offer to Consort Shareholders who are not resident in the
United Kingdom may be affected by the laws of relevant
jurisdictions. Therefore any persons who are subject to the laws of
any jurisdiction other than the United Kingdom or Consort
Shareholders who are not resident in the United Kingdom will need
to inform themselves about, 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 Offer
disclaim any responsibility or liability for the violation of such
restriction by any person.
Unless otherwise determined by Consort or required by the
Takeover Code and permitted by applicable law and regulation, the
Offer is not being, and will not be, made available, directly or
indirectly, in or into or by the use of the mails of, or by any
other means or instrumentality (including, without limitation, by
mail, telephonically or electronically by way of internet,
facsimile, telex or otherwise) of interstate or foreign commerce
of, or any facilities of a national state or other securities
exchange of any Restricted Jurisdiction, and the Offer will not be
capable of acceptance by any such use, means, instrumentality or
otherwise or from within any Restricted Jurisdiction.
Accordingly, unless otherwise determined by Recipharm or
required by the Takeover Code and permitted by applicable law and
regulation, copies of this announcement and formal documents
relating to the Offer will not be, and must not be, directly or
indirectly, mailed, transmitted or otherwise forwarded, distributed
or sent in, into or from any Restricted Jurisdiction and persons
receiving this announcement (including, without limitation, agents,
custodians, nominees and trustees) must not, directly or
indirectly, mail or otherwise forward, distribute or send it in,
into or from such jurisdiction. Any person (including, without
limitation, any agent, custodian, nominee and trustee) who would,
or otherwise intends to, or who may have a contractual or legal
obligation to, forward this announcement and/or any other related
document to any jurisdiction outside the United Kingdom should
inform themselves of, and observe, any applicable legal or
regulatory requirements of their jurisdiction.
Notice to US holders of Consort Shares
The Offer relates to shares of a UK company and is being
effected by means of a contractual takeover offer under the
Takeover Code and under the laws of England and Wales. The Offer
will be made in the United States pursuant to all applicable laws
and regulations, including, to the extent applicable, Section 14(e)
and Regulation 14E under the US Exchange Act of 1934 (the "US
Exchange Act") and otherwise in accordance with the requirements of
the Takeover Code. Accordingly, the Offer will be subject to
disclosure and other procedural requirements, including with
respect to withdrawal rights, offer timetable, settlement
procedures and timing of payments that are different from those
applicable under US domestic tender offer procedures and law. The
Offer is being made in the United States by Recipharm and no one
else.
Furthermore, the payment and settlement procedure with respect
to the Offer will comply with the relevant United Kingdom rules,
which differ from US payment and settlement procedures,
particularly with regard to the date of payment of
consideration.
In accordance with, and to the extent permitted by, the Takeover
Code and normal UK market practice, Lazard & Co., Limited, Peel
Hunt LLP and their respective affiliates may continue to act as
exempt fund managers, exempt principal traders or exempt market
makers in relation to Consort Shares on the London Stock Exchange
and will engage in certain other purchasing activities consistent
with their respective normal and usual practice and applicable law,
as permitted by Rule 14e-5(b)(9) under the US Exchange Act. In
addition, in compliance with the Takeover Code and to the extent
permitted under Rule 14e-5(b) under the US Exchange Act, Recipharm,
certain affiliated companies or their respective nominees, or
brokers (acting as agents) may from time to time make certain
purchases of, or arrangements to purchase, Consort securities other
than pursuant to any such Offer, either in the open market at
prevailing prices or through privately negotiated purchases at
negotiated prices outside the United States before or during the
period in which the Offer remains open for acceptance (or, if the
Acquisition is implemented by way of a scheme, until the date on
which the scheme becomes effective, lapses or is otherwise
withdrawn). To the extent required by Rule 14e 5(b)(12), such
purchases, or arrangements to purchase, must comply with English
law, the Takeover Code and the Listing Rules. Any information about
such purchases will be disclosed to the Takeover Panel and, to the
extent that such information is required to be publicly disclosed
in the United Kingdom in accordance with applicable regulatory
requirements, will be made available to all investors (including US
investors) via the Regulatory Information Service on the London
Stock Exchanges website, www.londonstockexchange.com .
Financial information included in the Offer Document has been or
will be prepared in accordance with accounting standards applicable
in the United Kingdom and may not be comparable to financial
information of US companies or companies whose financial statements
are prepared in accordance with generally accepted accounting
principles in the United States.
Neither the United States Securities and Exchange Commission nor
any United States state securities commission has approved or
disapproved of the Offer, or passed comment upon the adequacy or
completeness of this announcement or the Offer Document. Any
representation to the contrary is a criminal offence in the United
States.
The receipt of cash pursuant to the Offer by a US holder as
consideration for the transfer of its Consort Shares pursuant to
the Offer will likely be a taxable transaction for United States
federal income tax purposes and under applicable United States
state and local, as well as foreign and other, tax laws. Each
Consort Shareholder is urged to consult his or her independent
professional adviser immediately regarding the tax consequences of
the Offer applicable to him or her.
It may be difficult for US holders of Consort securities to
enforce their rights and any claim arising out of the US federal
securities laws, since Recipharm and Consort are located outside of
the United States, and some or all of their officers and directors
may be resident outside of the United States. US holders of Consort
securities may not be able to sue a foreign company or its officers
or directors in a foreign court for violations of the US securities
laws. Further, it may be difficult to compel a foreign company and
its affiliates to subject themselves to a US court's judgment.
There is substantial doubt as to the enforceability in the United
Kingdom of original actions, or of actions for enforcement of
judgments of US courts, based on civil liability provisions of US
federal securities laws and judgment of a US court.
No offer to acquire securities or to exchange securities for
other securities has been made, or will be made, directly or
indirectly, in or into, or by the use of the mails of, or by any
means or instrumentality of interstate or foreign commerce or any
facilities of a national securities exchange of, the United States
or any other country in which such offer may not be made other
than: (i) in accordance with the tender offer requirements under
the US Exchange Act, or the securities laws of such other country,
as the case may be: or (ii) pursuant to an available exemption from
such requirements.
Publication on Website
A copy of this announcement and the documents required to be
published by Rule 26 of the Takeover Code will be available,
subject to certain restrictions relating to persons resident in
Restricted Jurisdictions, on
Recipharm's website at www.recipharm.com/investor-relations and Consort's website at ( www.consortmedical.com/investor-centre/ ) by no later than 12 noon (London time) on the Business Day following this announcement. For the avoidance of doubt, the content of the websites referred to in this announcement is not incorporated into and does not for part of this announcement.
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.
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 or visit www.rns.com.
END
OUPKKOBDABKDABD
(END) Dow Jones Newswires
February 17, 2020 11:24 ET (16:24 GMT)
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