TIDMOXIG TIDMAND
RNS Number : 0991U
Oxford Instruments PLC
27 November 2013
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 SUCH
JURISDICTION
This is an announcement falling under Rule 2.4 of the City Code
on Takeovers and Mergers (the "Code") and does not constitute an
announcement of a firm intention to make an offer or to pursue any
other transaction under Rule 2.7 of the Code. Accordingly, Andor
Technology plc shareholders are advised that there can be no
certainty that a formal offer for Andor Technology plc will be
forthcoming, even in the event that the pre-conditions in this
announcement are satisfied or waived.
27 November 2013
Oxford Instruments plc - Update on Possible Offer for Andor
Technology plc
On 12 November 2013, Oxford Instruments plc ("Oxford
Instruments" or the "Company") announced that it was in discussions
with Andor Technology plc ("Andor") in relation to a possible offer
for Andor.
Following the provision of further information including a
meeting yesterday between senior management, Oxford Instruments
announces that it has now completed its outstanding due diligence
and has confirmed to the Board of Andor its proposed offer of 500
pence per share in cash to acquire the entire issued and to be
issued share capital of Andor.
The making of any offer remains subject to the following
pre-conditions:
i. the unanimous and unqualified recommendation by the Board of
Andor in respect of any offer by Oxford Instruments; and
ii. the Directors of Andor giving irrevocable undertakings to
accept any offer in respect of all of the Andor shares in which
they are interested.
Oxford Instruments reserves the right to waive any or all of the
pre-conditions described in this announcement. Even if all of these
pre-conditions are satisfied or waived, there can be no certainty
that a firm offer will be forthcoming.
Facilities to allow Oxford Instruments to provide certain funds
in support of the offer have been negotiated and can be executed at
short notice.
Further, Oxford Instruments reserves the right to make an offer
on less favourable terms than those set out in this announcement in
the event that:
i. Andor announces, declares, pays or makes any dividend or
distribution to Andor shareholders at any time, in which case there
will be an equivalent reduction in Oxford Instruments' offer price;
or
ii. the issued and to be issued share capital of Andor is
greater than the 33.2 million shares that has been assumed, such
that the pro rata entitlement per Andor share is lower than 500
pence.
Rule 2.6(a) of the Code, requires that Oxford Instruments, by
not later than 5.00 p.m. on 10 December2013 (the "relevant
deadline"), either announces a firm intention to make an offer for
Andor in accordance with Rule 2.7 of the Code or announces that it
does not intend to make an offer, in which case the announcement
will be treated as a statement to which Rule 2.8 of the Code
applies. This deadline can be extended with the consent of the
Takeover Panel in accordance with Rule 2.6(c) of the Code.
Enquiries
Oxford Instruments Jonathan Flint, Chief Executive Tel: +44 1865 393200
plc Kevin Boyd, Group Finance Director
Evercore Bernard Taylor Tel: +44 20 7653 6000
(Lead Financial Adviser Julian Oakley
to Oxford Instruments)
J.P. Morgan Cazenove Robert Constant Tel: +44 20 7777 2000
(Joint Financial Adviser Richard Perelman
and Corporate Broker to
Oxford Instruments)
A copy of this announcement will be available at
www.oxford-instruments.com. The content of the website referred to
in this announcement is not incorporated into and does not form
part of this announcement.
Dealing Disclosure Requirements
Under Rule 8.3(a) of the Code, any person who is interested in
1% 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) applies must be made by
no later than 3.30 pm (London time) on the 10(th) 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 Code, any person who is, or becomes,
interested in 1% 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, 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 Takeover 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.
Evercore, the marketing name for Evercore Partners International
LLP, which is authorised in the United Kingdom by the Prudential
Regulation Authority and regulated by the Financial Conduct
Authority, is acting exclusively for Oxford Instruments and no one
else in connection with the matters referred to in this
announcement, and will not be responsible to anyone other than
Oxford Instruments for providing the protections afforded to its
clients or for providing advice in relation to the matters referred
to in this announcement.
J.P. Morgan Limited, which conducts its UK investment banking
businesses as J.P. Morgan Cazenove ("J.P. Morgan Cazenove"), is
authorised and regulated in the United Kingdom by the Financial
Conduct Authority. J.P. Morgan Cazenove is acting as joint
financial adviser and corporate broker exclusively for Oxford
Instruments and no one else in connection with the matters referred
to in this announcement and will not regard any other person as its
client in relation to the matters referred to in this announcement
and will not be responsible to anyone other than Oxford Instruments
for providing the protections afforded to clients of J.P. Morgan
Cazenove, nor for providing advice in relation to the matters
referred to in this announcement.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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