TIDMBQE
RNS Number : 8442K
Bioquell PLC
18 December 2018
For immediate release
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
18 December 2018
RECOMMED CASH OFFER
for
Bioquell PLC
by
Ecolab U.S. 2 Inc. ("Ecolab Offeror"), a wholly-owned subsidiary
of Ecolab Inc. ("Ecolab")
Publication of Scheme Document
On 30 November 2018, the boards of Bioquell and Ecolab announced
that they had reached agreement on the terms of a recommended cash
acquisition by which the entire issued and to be issued ordinary
share capital of Bioquell will be acquired by Ecolab Offeror (the
"Acquisition"). The Acquisition is to be effected by means of a
Court approved scheme of arrangement under Part 26 of the Companies
Act 2006 (the "Scheme").
Bioquell is pleased to announce that the scheme document
containing the full terms and conditions of the Acquisition (the
"Scheme Document"), together with the related Forms of Proxy, is
being published today and sent to Bioquell Shareholders and, for
information only, to persons with information rights.
The Scheme Document, which sets out amongst other things, a
letter from the Chairman of Bioquell, the full terms and conditions
of the Scheme, an explanatory statement pursuant to section 897 of
the Companies Act 2006, an indicative timetable of principal
events, notices of the required meetings and details of the action
to be taken by Bioquell Shareholders, will be made available on
Bioquell's website at http://www.bioquellplc.com/investors/. Copies
of the Scheme Document have been submitted to the National Storage
Mechanism and will shortly be available for inspection at:
http://www.morningstar.co.uk/uk/NSM.
Unless otherwise defined, all capitalised terms in this
announcement shall have the meaning given to them in the Scheme
Document.
The Bioquell Directors, who have been so advised by N+1 Singer
as to the financial terms of the Acquisition, consider the terms of
the Acquisition to be fair and reasonable. In providing their
advice to the Bioquell Directors, N+1 Singer has taken into account
the commercial assessments of the Bioquell Directors. N+1 Singer is
providing independent financial advice to the Bioquell Directors
for the purposes of Rule 3 of the Takeover Code.
The Bioquell Directors consider the Acquisition to be in the
best interests of the Bioquell Shareholders taken as a whole.
Accordingly, the Bioquell Directors unanimously recommend that
Bioquell Shareholders vote or procure votes in favour of the Scheme
at the Court Meeting and the Resolution relating to the Acquisition
to be proposed at the General Meeting, as each of those Bioquell
Directors holding or controlling Bioquell Shares has irrevocably
undertaken to do in respect of their own beneficial holdings of
Bioquell Shares (or, in the case of Christopher Mills, those
Bioquell Shares held by entities connected with him), being a total
of 6,858,046 Bioquell Shares representing, in aggregate,
approximately 30.68 per cent. of Bioquell's issued share capital on
17 December 2018, being the latest practicable date prior to
publication of this announcement.
Notices of Court Meeting and General Meeting
As described in the Scheme Document, to become effective the
Scheme will require, amongst other things, the approval of Bioquell
Shareholders at the Court Meeting, the passing of the Resolution at
the General Meeting and the subsequent sanction of the Court. The
Scheme is also subject to the satisfaction or waiver of the
Conditions and further terms that are set out in the Scheme
Document.
Notices of the Court Meeting and the General Meeting, which will
be held at BDB Pitmans LLP, 50 Broadway, London SW1H 0BL on 10
January 2019, are set out in the Scheme Document. The Court Meeting
will commence at 10.00 a.m. (London time) and the General Meeting
at 10.15 a.m. (London time) (or, if later, as soon as the Court
Meeting has concluded or been adjourned).
Timetable
The Scheme Document contains an expected timetable of principal
events relating to the Scheme, which is also attached as an
Appendix to this Announcement. Subject to obtaining the approval of
Bioquell Shareholders at the Court Meeting and the General Meeting,
the sanction of the Court and the satisfaction or, where
applicable, waiver of the other Conditions (as set out in part 3 of
the Scheme Document), the Scheme is expected to become effective on
16 January 2019.
If any of the key dates set out in the expected timetable
change, an announcement will be made through a Regulatory
Information Service and any such announcement will be made
available on Bioquell's website at
http://www.bioquellplc.com/investors/.
If the Scheme is approved as outlined above, it is expected that
trading in Bioquell Shares on the London Stock Exchange's main
market for listed securities will be suspended at 6.00p.m. on the
Business Day prior to the Effective Date. It is intended that,
following the Effective Date, the London Stock Exchange and the
Financial Conduct Authority will be requested respectively to
cancel trading in Bioquell Shares on the London Stock Exchange's
main market for listed securities and to remove the listing of the
Bioquell Shares from the Official List, in each case on or shortly
after the Effective Date.
Enquiries:
Ecolab Inc. Tel: +1 (651) 250
2809
Mike Monahan, Senior Vice President -
External Relations
Bioquell PLC Tel: 01264 835900
Ian Johnson, Executive Chairman
Michael Roller, Group Finance Director
Nplus1 Singer Advisory LLP, Joint Financial Tel: 0203 205 7500
Adviser, Financial Adviser for the purposes
of Rule 3 of the Takeover Code and broker
to Bioquell
Mark Taylor
James White
George Tzimas
Brown, Gibbons, Lang & Company Securities, Tel: +1 (312) 658
Inc., Joint Financial Adviser to Bioquell 1600
John Riddle
Kyle Brown
IMPORTANT NOTICES
N+1 Singer, which is authorised and regulated in the UK by the
Financial Conduct Authority, is acting exclusively for Bioquell and
no one else in connection with the matters set out in this
announcement. In connection with such matters, N+1 Singer will not
regard any other person as their client, nor will they be
responsible to any other person for providing the protections
afforded to clients of N+1 Singer or for providing advice in
relation to any matter referred to herein.
Neither N+1 Singer nor any of its subsidiaries, 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 in connection with this announcement, any statement
contained herein or otherwise.
BGL, which is a registered broker dealer with the Securities and
Exchange Commission, the Financial Industry Regulatory Authority,
the State of Ohio Division of Securities and the Illinois
Securities Department in the US, is acting as financial adviser to
Bioquell in connection with the matters set out in this
announcement.
Neither BGL nor any of its subsidiaries, 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
in connection with this announcement, any statement contained
herein or otherwise.
EY, which is authorised and regulated in the United Kingdom by
the Financial Conduct Authority, has been appointed by Ecolab and
Ecolab Offeror to provide the cash confirmation statement in
connection with the Offer and will not be acting for any other
person or otherwise be responsible to any other person for
providing the protections afforded to customers of EY. EY
accordingly disclaims to the fullest extent permissible by law all
and any liability to any person who is not a client of EY whether
in tort, contract or otherwise.
This announcement is for information purposes only and is not
intended to, and does not constitute, or form part of any offer,
invitation, inducement or the solicitation of an offer to purchase,
otherwise acquire, subscribe for, sell or otherwise dispose of or
exercise rights in respect of any securities or the solicitation of
any vote or approval in any jurisdiction pursuant to the Offer or
otherwise. The Offer will be made solely through the Scheme
Document and the accompanying Forms of Proxy (or by any other
document by which the Offer is made), which will together contain
the full terms and conditions of the Offer, including details of
how to vote in favour of or accept the Offer. Any decision in
respect of, or other response to, the Offer should be made only on
the basis of the information contained in the Scheme Document or
any document by which the Offer is made.
Overseas Shareholders
The availability of the Offer to Overseas Shareholders and the
distribution of this announcement in, into or from jurisdictions
other than the United Kingdom may be restricted by law. Persons who
are not resident in the United Kingdom or who are subject to other
jurisdictions should inform themselves of, and observe, any
applicable restrictions.
The Offer relates to shares of a United Kingdom company and is
proposed to be effected by means of a scheme of arrangement under
the laws of England and Wales. A transaction effected by means of a
scheme of arrangement is not subject to the proxy solicitation or
tender offer rules under the US Exchange Act. Accordingly, the
Scheme is subject to the disclosure requirements, rules and
practices applicable in the United Kingdom to schemes of
arrangement, which differ from the requirements of the US proxy
solicitation and tender offer rules and the laws of other
jurisdictions outside the United Kingdom.
Ecolab Offeror reserves the right to elect, with the consent of
the Panel, to implement the Offer by way of a Takeover Offer. In
such event, the Takeover Offer will be made in compliance with all
applicable laws and regulations, including the United States tender
offer rules, to the extent applicable. Such Takeover Offer would be
made in the United States by Ecolab Offeror and no one else. In
addition to such Takeover Offer, Ecolab Offeror, certain affiliated
companies and the nominees or brokers (acting as agents) may make
certain purchases of, or arrangements to purchase, Ordinary Shares
outside such Takeover Offer during the period in which such
Takeover Offer would remain open for acceptance. If such purchases
or arrangements to purchase were to be made, they would be made
outside the United States and would comply with applicable law,
including the US Exchange Act.
Unless otherwise determined by Ecolab Offeror or required by the
Takeover Code, and permitted by applicable law and regulation, the
Offer shall not be made available, directly or indirectly, in, into
or from a 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 form within a
Restricted Jurisdiction or any other jurisdiction if to do so would
constitute a violation of the laws of that jurisdiction.
Accordingly, 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 United Kingdom should
refrain from doing so and seek appropriate professional advice
before taking any action. If any Overseas Shareholder remains in
any doubt, it should consult an appropriate independent
professional adviser in its relevant jurisdiction without delay. In
particular, the ability of persons who are not resident in the
United Kingdom to vote their Scheme Shares at the Court Meeting or
their Ordinary Shares at the General Meeting or to execute and
deliver Forms of Proxy appointing another to vote their Scheme
Shares in respect of the Court Meeting or their Ordinary Shares in
respect of the General Meeting on their behalf, may be affected by
the laws of the relevant jurisdiction in which they are
located.
Failure to comply with any such 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 Offer disclaim any responsibility or
liability for the violation of such restrictions by any person.
This announcement has been prepared for the purposes of
complying with the law of England and Wales and the Takeover 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 of jurisdictions outside of England and
Wales.
This announcement is not intended to, and does not, constitute
or form part of any offer or invitation to purchase, otherwise
acquire, subscribe for, sell or otherwise dispose of, any
securities or the solicitation of any vote or approval pursuant to
the Scheme or otherwise, in any jurisdiction in which such offer,
invitation or solicitation is unlawful.
Forward-Looking Statements
This announcement (including information incorporated by
reference in this announcement) contains statements about Ecolab,
Ecolab Offeror and Bioquell that are or may be forward-looking
statements which are prospective in nature. All statements other
than statements of historical facts may be forward-looking
statements. Often, but not always, forward-looking statements can
be identified by the use of forward-looking words such as
"targets", "plans", "believes", "expects", "aims", "intends",
"will", "should", "could", "would", "may", "anticipates",
"estimates", "synergy", "cost-saving", "projects", "goal" or
"strategy" or words or terms of similar substance or the negative
thereof. Forward-looking statements may include statements relating
to the following: (i) future capital expenditures, expenses,
revenues, earnings, synergies, economic performance, indebtedness,
financial condition, dividend policy, losses and future prospects;
(ii) business and management strategies and the expansion and
growth of Ecolab, Ecolab Offeror's or Bioquell's operations and
potential synergies resulting from the Offer; and (iii) the effects
of government regulation on Ecolab, Ecolab Offeror's or Bioquell's
business.
These forward-looking statements are not guarantees of future
performance. Such forward-looking statements involve known and
unknown risks and uncertainties that could significantly affect
expected results and are based on certain key assumptions. Many
factors could cause actual results to differ materially from those
projected or implied in any forward-looking statements. Due to such
uncertainties and risks, readers are cautioned not to place undue
reliance on such forward-looking statements, which speak only as of
the date of this announcement. All subsequent oral or written
forward-looking statements attributable to Ecolab, Ecolab Offeror
or Bioquell or any of their respective members, directors, officers
or employees or any persons acting on their behalf are expressly
qualified in their entirety by the cautionary statement above.
Ecolab, Ecolab Offeror and Bioquell disclaim any obligation to
update any forward-looking or other statements contained in this
announcement, except as required by applicable law.
No Profit Forecasts or Estimates
No statement in this announcement is intended as a profit
forecast or estimate for any period and no statement in this
announcement should be interpreted to mean that earnings or
earnings per share for Ecolab or Bioquell, as appropriate, for the
current or future financial years would necessarily match or exceed
the historical published earnings or earnings per share for Ecolab
or Bioquell, as appropriate.
Dealing disclosure requirements of the Takeover Code
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 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 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(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. 2
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. 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 website and availability of hard copies
A copy of this announcement will be available free of charge
(subject to any applicable restrictions with respect to persons
resident in Restricted Jurisdictions) on Bioquell's website and
Ecolab's website (http://www.bioquellplc.com/investors and
https://investor.ecolab.com respectively) by no later than 12 noon
on 19 December 2018.
Neither the contents of these websites nor the content of any
other website accessible from hyperlinks on such websites is
incorporated into, or forms part of, this announcement.
You may request a hard copy of this announcement (and any
information incorporated by reference in this announcement), free
of charge, by contacting Link Asset Services during business hours
on 0871 664 0300 within the United Kingdom or on +44 (0) 371 664
0300 from overseas or by submitting a request in writing to
shareholderenquiries@linkgroup.co.uk. Calls are charged at the
standard geographic rate and will vary by provider. Calls outside
the United Kingdom will be charged at the applicable international
rate. Lines will be open between 9.00 am to 5.30 pm, Monday to
Friday excluding public holidays in England and Wales. Unless you
make such a request, a hard copy of this announcement and any such
information incorporated by reference in it will not be sent to
you. You may also request that all future documents, announcements
and information to be sent to you in relation to the Offer be in
hard copy form.
APPENDIX
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
The following indicative timetable sets out the expected dates
for implementation of the Scheme. All times shown are London times.
All dates and times are based on Ecolab Offeror's and Bioquell's
current expectations and are subject to change. If any of the dates
and / or times in this expected timetable change, the revised dates
and / or times will be notified through a Regulatory Information
Service, with such announcement being made available on Bioquell's
website at www.bioquellplc.com/investors.
Event Expected time / date
Publication of the Scheme Document 18 December 2018
Latest time for lodging Forms of
Proxy for the:
Court Meeting (BLUE Form of Proxy) 10.00 a.m. on 8 January 2019(1)
General Meeting (YELLOW Form of Proxy) 10.15 a.m. on 8 January 2019(2)
Voting Record Time 6.00 p.m. on 8 January 2019(3)
Court Meeting 10.00 a.m. on 10 January
2019
General Meeting 10.15 a.m. on 10 January
2019(4)
Certain of the following dates are
subject to change (please see note
(5) below):
Court Hearing 14 January 2019 (5)
Last day of dealings in, and for 15 January 2019
registration of transfers of, and
disablement in CREST of, Ordinary
Shares
Suspension of dealings in Ordinary 6.00 p.m. on 15 January 2019
Shares
Scheme Record Time 6.00 p.m. on 15 January 2019
Effective Date 16 January 2019
Cancellation of admission to trading 8.00 a.m. on 17 January 2019
and listing of Ordinary Shares
Latest date for dispatch of cheques 14 days after the Effective
/ settlement through CREST Date
Latest date by which Scheme must 31 March 2019(6)
be implemented, the Long Stop Date
(1) The BLUE Form of Proxy for the Court Meeting should be
received by Link Asset Services before 10.00 a.m. on 8 January
2019, or, if the Court Meeting is adjourned, not later than 48
hours before the time fixed for the holding of the adjourned
meeting. BLUE Forms of Proxy not so received may be handed to the
Chairman of the Court Meeting before the taking of the poll at the
Court Meeting.
(2) The YELLOW Form of Proxy for the General Meeting must be
lodged at Link Asset Services before 10.15 a.m. on 8 January 2019
in order for it to be valid, or, if the General Meeting is
adjourned, not later than 48 hours before the time fixed for the
holding of the adjourned meeting. The YELLOW Form of Proxy cannot
be handed to the Chairman of the General Meeting at the General
Meeting.
(3) If a Shareholder Meeting is adjourned, only those Scheme
Shareholders (in the case of the Court Meeting) and Bioquell
Shareholders (in the case of the General Meeting) on the register
of members of Bioquell at 6.00 p.m. on the day which is two days
before the adjourned meeting will be entitled to attend and
vote.
(4) To commence at the time fixed or, if later, immediately
after the conclusion or adjournment of the Court Meeting.
(5) The Court Hearing to sanction the Scheme is expected to be
held on 14 January 2019. Bioquell will give adequate notice of the
date and time of the Court Hearing, once known, by issuing an
announcement through a Regulatory Information Service.
(6) This is the last date by which the Scheme must be
implemented unless Ecolab Offeror and Bioquell, with the prior
consent of the Panel and, if required, the approval of the Court,
agree in writing a later date.
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
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