TIDM0QSD TIDMCSRT
RNS Number : 9017V
Recipharm AB
06 December 2019
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
FOR IMMEDIATE RELEASE
6 December 2019
Recommended Cash Offer
for
Consort Medical plc
By
Recipharm Holdings Limited
a directly wholly-owned subsidiary of Recipharm AB
Publication of Offer Document
On 18 November 2019, the Boards of Consort Medical plc
("Consort"), Recipharm AB and Recipharm Holdings Limited
("Recipharm") announced that they had reached agreement on the
terms of a recommended cash offer (the "Offer") by Recipharm, a
directly wholly-owned subsidiary of Recipharm AB, for the entire
issued and to be issued share capital of Consort.
Further to that announcement, Recipharm and Consort are pleased
to announce that the offer document, which contains the full terms
and conditions of the Offer and the procedures for acceptance of
the Offer (the "Offer Document"), is being published and posted to
Consort Shareholders today, together with the related Form of
Acceptance. For information purposes only, the Offer Document will
also be sent, or made available, to persons with information rights
and participants in the Consort Share Plans. The Offer is subject
to the terms and conditions set out in the Offer Document and the
Form of Acceptance.
The first Closing Date of the Offer is 1.00 p.m. (London Time)
on 9 January 2020.
To accept the Offer in respect of Consort Shares held in
certificated form (that is, not in CREST), Consort Shareholders
should complete, sign and return the Form of Acceptance so as to be
received no later than 1.00 p.m. (London time) on 9 January 2020.
To accept the Offer in respect of Consort Shares held in
uncertificated form (that is, in CREST), Consort Shareholders
should follow the procedure for Electronic Acceptance through CREST
so that the TTE instruction settles by no later than 1.00 p.m.
(London time) on 9 January 2020. If a Consort Shareholder holds
Consort Shares as a CREST sponsored member, acceptance of the Offer
should be referred to the CREST sponsor as only the CREST sponsor
will be able to send the necessary TTE instruction to Euroclear.
Full details of the procedure for acceptance of the Offer are set
out in paragraph 17 of Part 2 and in Parts C and D of Appendix 1 of
the Offer Document and, in respect of certificated Consort shares,
as further described in the Form of Acceptance accompanying the
Offer Document.
Subject to certain restrictions relating to persons resident in
a Restricted Jurisdiction, the Offer Document will be available on
Recipharm's website at (www.recipharm.com/investor-relations) and
Consort's website (www.consortmedical.com/investor-centre/) up to
and including the end of the Offer.
Further copies of the Offer Document and the Form of Acceptance
may be obtained by contacting the Receiving Agent, Computershare
Investor Services PLC at Corporate Actions Projects, Computershare,
Bristol, BS99 6AH or between 9.00 a.m. and 5.00 p.m. Monday to
Friday (except UK public holidays) on 0370 702 0000 (if calling
from within the UK) or +44 370 702 0000 (if calling from outside
the UK). Calls to the helpline from outside the UK will be charged
at applicable international rates. 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.
Unless otherwise stated, the terms used in this announcement
have the same meanings as given to them in the Offer Document.
Enquiries:
Recipharm Tel: +46 8 602 52 00
Thomas Eldered
Tobias Hägglöv
Consort Medical Tel: +44 1442 867920
Jonathan Glenn
Paul Hayes
Lazard & Co., Limited (financial adviser to Recipharm) Tel: +44 20 7187 2000
Nicholas Shott
Dale Raine
James Hay
Lazard AB (financial adviser to Recipharm) Tel: +46 8 442 54 00
Gustaf Slettengren
Victor Kastensson
Peel Hunt (corporate broker to Recipharm) Tel: +44 20 7418 8900
Alastair Rae
Dan Webster
James Steel
Evercore Partners International LLP (financial adviser to Consort) Tel: +44 20 7653 6000
Julian Oakley
Alan Beirne
Investec Bank plc (corporate broker to Consort) Tel: +44 20 7597 5970
Gary Clarence
Carlton Nelson
FTI Consulting (PR adviser to Consort) Tel: +44 20 3727 1000
Ben Atwell
Simon Conway
Clifford Chance LLP and Setterwalls Advokatbyrå are acting as
legal advisers to Recipharm AB and Recipharm.
Allen & Overy LLP is acting as legal adviser to Consort.
Important Notice
This announcement is for information purposes only and is not
intended to and does not constitute of 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 Acquisition will be 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
will contain the full terms and conditions of the Acquisition
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 the 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 Acquisition 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 Acquisition.
Lazard & Co., Limited and Lazard AB ("Lazard") (Lazard &
Co., Limited is authorised by and regulated by the FCA in the
United Kingdom), is acting exclusively as financial adviser to
Recipharm 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 Recipharm for providing the
protections afforded to clients of Lazard nor for providing advice
in relation to the Acquisition, the content of this announcement or
any other matter referred to herein. 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 the Acquisition and other matters set
out in this announcement, any statement contained herein or
otherwise.
Peel Hunt LLP ("Peel Hunt"), which is authorised by and
regulated by the FCA in the United Kingdom, is acting exclusively
as corporate broker to Recipharm 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 Recipharm for
providing the protections afforded to clients of Peel Hunt nor for
providing advice in relation to the Acquisition, the content of
this announcement or any other matter referred to herein. 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 the
Acquisition and other matters set out in this announcement, any
statement contained herein or otherwise.
Evercore Partners International LLP ("Evercore"), which is
authorised and regulated by the FCA in the United Kingdom is acting
exclusively as financial adviser to Consort and no one else in
relation to the Acquisition and other matters set out in this
announcement and will not be responsible to anyone other than
Consort for providing the protections afforded to the clients of
Evercore, or for providing advice in relation to the Acquisition,
the contents of this announcement or any other matter referred to
herein. Neither Evercore 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 Evercore in connection with
the Acquisition and other matters set out in this announcement, any
statement contained herein or otherwise.
Apart from the responsibilities and liabilities, if any, which
may be imposed on Evercore by FSMA, or the regulatory regime
established thereunder, or under the regulatory regime of any
jurisdiction where exclusion of liability under the relevant
regulatory regime would be illegal, void or unenforceable, neither
Evercore nor any of its affiliates accepts any responsibility or
liability whatsoever for the contents of this announcement, and no
representation, express or implied, is made by it, or purported to
be made on its behalf, in relation to the contents of this
announcement, including its accuracy, completeness or verification
of any other statement made or purported to be made by it, or on
its behalf, in connection with Consort or the matters described in
this announcement. To the fullest extent permitted by applicable
law, Evercore and its affiliates accordingly disclaim all and any
responsibility or liability whether arising in tort, in delict,
contract or otherwise (save as referred to above) which they might
otherwise have in respect of this announcement or any statement
contained herein.
Investec Bank plc ("Investec"), which is authorised in the
United Kingdom by the Prudential Regulation
Authority and regulated in the United Kingdom by the FCA and the
Prudential Regulation Authority, is
acting exclusively for Consort and for no one else in relation
to the Offer and any other arrangements referred to in this
announcement. Investec will not regard any other person (whether or
not a recipient of this announcement) as its client in relation to
the Offer and the other arrangements referred to in this
announcement, and will not be responsible to anyone other than
Consort for providing the protections afforded to its clients or
for providing any advice in relation to the Offer, or the contents
of this announcement.
Apart from the responsibilities and liabilities, if any, which
may be imposed on Investec by FSMA, or the regulatory regime
established thereunder, or under the regulatory regime of any
jurisdiction where exclusion of liability under the relevant
regulatory regime would be illegal, void or unenforceable, neither
Investec nor any of its affiliates accepts any responsibility or
liability whatsoever for the contents of this announcement, and no
representation, express or implied, is made by it, or purported to
be made on its behalf, in relation to the contents of this
announcement, including its accuracy, completeness or verification
of any other statement made or purported to be made by it, or on
its behalf, in connection with Consort or the matters described in
this announcement. To the fullest extent permitted by applicable
law, Investec and its affiliates accordingly disclaim all and any
responsibility or liability whether arising in tort, in delict,
contract or otherwise (save as referred to above) which they might
otherwise have in respect of this announcement or any statement
contained herein.
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 Acquisition will be 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
Acquisition 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 Acquisition relates to shares of a United Kingdom 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
Acquisition 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 United Kingdom 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 Acquisition, 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 Acquisition by a US holder
as consideration for the transfer of its Consort Shares pursuant to
the Acquisition 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 Acquisition 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
(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.
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
ODPUVSURKUAURUA
(END) Dow Jones Newswires
December 06, 2019 02:00 ET (07:00 GMT)
Grafico Azioni Recipharm AB (LSE:0QSD)
Storico
Da Ott 2024 a Nov 2024
Grafico Azioni Recipharm AB (LSE:0QSD)
Storico
Da Nov 2023 a Nov 2024
