TIDMZZZZ TIDMAU.
RNS Number : 1457P
Hewlett Packard Vision B.V
28 September 2011
FOR IMMEDIATE RELEASE
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION (DIRECTLY OR
INDIRECTLY), IN WHOLE OR IN PART, IN, INTO OR FROM ANY JURISDICTION
WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF ANY RELEVANT LAWS OF
THAT JURISDICTION
28 September 2011
Recommended cash offer by HEWLETT-PACKARD VISION B.V. an
indirect wholly-owned subsidiary of Hewlett-Packard Company for
AUTONOMY CORPORATION PLC
OFFER UPDATE
Introduction
On 18 August 2011, the Board of Hewlett-Packard Company ("HP")
and the Board of Autonomy Corporation plc ("Autonomy") announced
the terms of a recommended cash offer (the "Offer") by
Hewlett-Packard Vision B.V. ("HP Vision"), an indirect wholly-owned
subsidiary of HP, to acquire the entire issued and to be issued
share capital of Autonomy. The full terms of, and conditions to,
the Offer and the procedure for acceptance were set out in the
offer document issued by HP Vision on 22 August 2011 (the "Offer
Document").
Antitrust update
On 13 September 2011, HP Vision announced that filings had been
made in the United States under the Hart-Scott-Rodino Antitrust
Improvements Act 1976 (the "HSR Act") and in Austria, Germany and
Ireland (the "Non-US Filings") in relation to the conditions of the
Offer. It further announced that the waiting period under the HSR
Act and the regulations thereunder expired in respect of the Offer
and the proposed acquisition of any shares in, or control of,
Autonomy by HP Vision on 2 September 2011 and, as a consequence,
the condition set out in paragraph 1(B) of Part A of Appendix I to
the Offer Document had been satisfied.
HP Vision now confirms that decisions authorising the Offer have
been made by the Irish Competition Authority and the German
Bundeskartellamt and that the Austrian Federal Competition
Authority has withdrawn its application for an in-depth examination
of the Offer, and, as a consequence, that the condition in relation
to the Non-US Filings set out in paragraph 1(C) of Part A of
Appendix I to the Offer Document has also been satisfied.
Accordingly, HP Vision is not currently aware of any impediment
to the Offer being declared unconditional in all respects on 3
October 2011 other than satisfaction of the acceptance
condition.
Offer remains open for acceptance
The Offer, which remains subject to the terms and conditions set
out in the Offer Document, will remain open for acceptance until
10:00 a.m. (London time) on 3 October 2011.
Procedure for acceptance of the Offer
To accept the Offer in respect of Autonomy Shares held in
certificated form, Autonomy Shareholders must complete, sign and
return the Form of Acceptance, together with their share
certificate(s) or other relevant document(s) of title, in
accordance with the instructions contained therein and set out in
the Offer Document, as soon as possible and, in any event, so as to
be received by Capita Registrars by no later than 10:00 a.m.
(London time) on 3 October 2011.
To accept the Offer in respect of Autonomy Shares held in
uncertificated form (that is, in CREST), Autonomy Shareholders must
follow the procedure for electronic acceptance through CREST in
accordance with the instructions set out in the Offer Document so
that the TTE Instruction settles as soon as possible and, in any
event, by no later than 10:00 a.m. (London time) on 3 October 2011.
If Autonomy Shareholders hold their Autonomy Shares as a CREST
sponsored member, they should refer to their CREST sponsor as only
their CREST sponsor will be able to send the necessary TTE
Instruction to Euroclear.
In accordance with Rule 19.11 of the Code, a copy of this
announcement will be made available, subject to certain
restrictions relating to persons resident in Restricted
Jurisdictions, for inspection on HP's website at
http://www.hp.com/investor/offerdocuments and Autonomy's website at
http://news.autonomy.com by no later than 12 noon (London time) on
29 September 2011 until the end of the Offer Period. Copies of the
Offer Document and Form of Acceptance are also available for
inspection on both websites.
Capitalised terms used but not defined in this announcement
shall have the meaning given to them in the Offer Document.
Enquiries:
For HP Vision Tel: +44 (0) 20 7623 2323
Barclays Capital
(joint financial adviser and corporate
broker to HP and HP Vision)
Richard Taylor
Matthew Smith
Alisdair Gayne (Corporate Broking)
Perella Weinberg Partners Tel: +44 (0) 20 7268 2800
(joint financial adviser to HP
and HP Vision)
Philip Yates
Graham Davidson
IMPORTANT NOTICE
This announcement is not intended to and does not constitute, or
form any part of, an offer to sell or subscribe for or an
invitation to purchase or subscribe for any securities or the
solicitation of an offer to purchase or subscribe for any
securities pursuant to the Offer or otherwise. The Offer is being
made solely through the Offer Document and (in respect of Autonomy
Shares held in certificated form) the Form of Acceptance, which
together contain the full terms and conditions of the Offer,
including details of how to accept the Offer. Any acceptance or
other response to the Offer should be made only on the basis of the
information contained in the Offer Document and (in respect of
Autonomy Shares held in certificated form) the Form of
Acceptance.
Barclays Capital, which is authorised and regulated in the
United Kingdom by the Financial Services Authority, is acting
exclusively for HP and HP Vision and no one else in connection with
the Offer and will not be responsible to anyone other than HP and
HP Vision for providing the protections afforded to its clients or
for providing advice in relation to the Offer or in relation to the
contents of this announcement or any transaction or any other
matters referred to herein.
Perella Weinberg Partners, which, through its affiliate Perella
Weinberg Partners UK LLP, is authorised and regulated in the United
Kingdom by the Financial Services Authority, is acting exclusively
for HP and HP Vision and no one else in connection with the Offer
and will not be responsible to anyone other than HP and HP Vision
for providing the protections afforded to its clients or for
providing advice in relation to the Offer or in relation to the
contents of this announcement or any transaction or any other
matters referred to herein.
OVERSEAS SHAREHOLDERS
The release, publication or distribution of this announcement in
jurisdictions other than the United Kingdom or the United States
may be restricted by law and therefore any persons who are not
resident in the United Kingdom or the United States, or who are
subject to the laws or regulations of any jurisdiction other than
the United Kingdom or the United States, should inform themselves
about, and observe, any applicable requirements. Any failure to
comply with the applicable requirements may constitute a violation
of the laws and/or regulations of any such jurisdiction.
The availability of the Offer to Autonomy Shareholders who are
resident in jurisdictions other than the United Kingdom or the
United States may be restricted by the laws or regulations of those
jurisdictions. Any Autonomy Shareholders who are not resident in
the United Kingdom or the United States or who are subject to the
laws or regulations of any jurisdiction other than the United
Kingdom or the United States, should inform themselves about, and
observe, any applicable requirements. Any failure to comply with
the applicable requirements may constitute a violation of the laws
and/or regulations of any such jurisdiction.
In particular, copies of this announcement and any formal
documentation relating to the Offer are not being, and must not be,
directly or indirectly, mailed or otherwise forwarded, distributed
or sent in, into or from any Restricted Jurisdiction. Persons
receiving such documents (including custodians, nominees and
trustees) should observe these restrictions and should not mail or
otherwise forward, distribute or send such documents, in or into or
from Restricted Jurisdictions as doing so may invalidate any
purported acceptance of the Offer.
This announcement has been prepared for the purposes of
complying with English law and the City Code and the information
disclosed may not be the same as that which would have been
disclosed if this announcement had been prepared in accordance with
the laws and regulations of any jurisdiction outside of the United
Kingdom.
The receipt of cash pursuant to the Offer by Autonomy
Shareholders may be a taxable transaction under applicable
national, state and local, as well as foreign and other tax laws.
Each Autonomy Shareholder is urged to consult his or her
independent professional adviser regarding the tax consequences of
acceptance of the Offer.
NOTICE TO US INVESTORS
The Offer is being made for securities of a United Kingdom
company and Autonomy Shareholders in the United States should be
aware that this announcement, the Offer Document and any other
documents relating to the Offer have been or will be prepared in
accordance with the City Code and United Kingdom disclosure
requirements, format and style, all of which differ from those in
the United States. Autonomy's financial statements and all
financial information that is included in this announcement, or
that may be included in the Offer Document or any other documents
relating to the Offer, have been or will be prepared in accordance
with United Kingdom generally accepted accounting principles and
International Financial Reporting Standards and may not be
comparable to financial statements of United States companies.
The Offer, which is open to Autonomy Shareholders in the United
States, will be subject to a limited extent to US tender offer
rules and securities laws (Regulation 14E), and will otherwise be
made in accordance with the requirements of the City Code, the
Panel, the London Stock Exchange and the Financial Services
Authority. 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 generally applicable under
United States domestic tender offer procedures and law. In the
United States, the Offer will be deemed made solely by HP Vision
and not by any of its financial advisers.
Autonomy is a company incorporated under the laws of England and
Wales. The directors of Autonomy are residents of countries other
than the United States. As a result, it may not be possible for
Autonomy Shareholders in the United States to effect service of
process within the United States upon Autonomy or its officers or
directors or to enforce against any of them judgements of the
United States predicated upon the civil liability provisions of the
federal securities laws of the United States. It may not be
possible to sue Autonomy or its officers or directors in a non-US
court for violations of the United States securities laws. There is
also substantial doubt as to enforceability in the United Kingdom
in original actions, or in actions for the enforcement of judgments
of United States courts, based on the civil liability provisions of
United States federal securities laws.
In accordance with the City Code and normal United Kingdom
market practice and pursuant to Rule 14e-5(b)(12) under the United
States Securities Exchange Act of 1934, as amended (the "Exchange
Act"), HP Vision or its nominees or brokers (acting as agents) may
from time to time make certain purchases of, or arrangements to
purchase, Autonomy Shares outside the United States, otherwise than
pursuant to the Offer, before or during the period in which the
Offer remains open for acceptance, such as in open market purchases
at prevailing prices or privately negotiated purchases at
negotiated prices. In the event that HP Vision or its nominees or
brokers (acting as agents) purchase or make arrangements to
purchase Autonomy Shares for a consideration greater than the Offer
Price, the Offer Price will be increased to match the higher price
paid outside the Offer. Such purchases, or arrangements to
purchase, will comply with all applicable United Kingdom rules,
including the City Code and the rules of the London Stock Exchange.
In addition, in accordance with the City Code, normal United
Kingdom market practice and Rule 14e-5(b)(12) under the Exchange
Act, Barclays Capital will continue to act as an exempt principal
trader in Autonomy securities on the London Stock Exchange. These
purchases may occur in the open market or as privately negotiated
transactions.
Information regarding such purchases and activities which is
required to be made public in the United Kingdom pursuant to the
City Code will be reported to a Regulatory Information Service and
will be available to all investors (including US investors) on the
London Stock Exchange website at www.londonstockexchange.com.
DEALING AND OPENING POSITION DISCLOSURE REQUIREMENTS
Under Rule 8.3(a) of the City Code, any person who is interested
(directly or indirectly) in 1% or more of any class of relevant
securities of an offeree company or of any paper 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 paper 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 paper offeror(s). An Opening Position Disclosure by a
person to whom Rule 8.3(a) applies must be made by no later than
3.30 pm (London time) on the 10th Business Day following the
commencement of the offer period and, if appropriate, by no later
than 3.30 pm (London time) on the 10th Business Day following the
announcement in which any paper offeror is first identified.
Relevant persons who deal in the relevant securities of the
offeree company or of a paper offeror prior to the deadline for
making an Opening Position Disclosure must instead make a Dealing
Disclosure.
Under Rule 8.3(b) of the City Code, any person who is, or
becomes, interested (directly or indirectly) in 1% or more of any
class of relevant securities of the offeree company or of any paper
offeror must make a Dealing Disclosure if the person deals in any
relevant securities of the offeree company or of any paper 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 paper offeror, 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 paper
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.
If you are in any doubt as to whether you are required to make an
Opening Position Disclosure or a Dealing Disclosure, you should
contact the Panel's Market Surveillance Unit on +44 (0)20 7638
0129.
Note: References to "Rules" are to the rules of the City Code.
The terms "offeror", "offeree company", "offer period",
"interested" (and related variations), "relevant securities",
"deals" (and related variations) and "acting in concert" all bear
the same meanings given to them in the City Code.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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