TIDMCSR
RNS Number : 7387V
CSR plc
11 August 2015
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION
WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR
REGULATIONS OF SUCH JURISDICTION
11 August 2015
RECOMMENDED CASH ACQUISITION
of
CSR PLC
by
QUALCOMM GLOBAL TRADING PTE. LTD.
an indirect wholly owned subsidiary of
QUALCOMM INCORPORATED
to be effected by means of a Scheme of Arrangement
under Part 26 of the Companies Act 2006
Court sanction of the Scheme of Arrangement
CSR plc ("CSR") is pleased to announce that the scheme of
arrangement (the "Scheme") in order to effect the recommended
acquisition of CSR by Qualcomm Global Trading Pte. Ltd., an
indirect wholly-owned subsidiary of Qualcomm Incorporated, (the
"Acquisition") was today sanctioned by the Court. In order for the
Scheme to become effective in accordance with its terms, Court
approval must be obtained for the Reduction of Capital at the
Second Court Hearing which is scheduled to take place on 13 August
2015.
Dealings in CSR Shares on the main market of the London Stock
Exchange will be suspended at 5.00 p.m. (London time) on 12 August
2015. It is expected that the Scheme will become effective on 13
August 2015 and that the CSR Shares will cease to be listed on the
Official List of the UK Listing Authority and their admission to
trading on the main market of the London Stock Exchange will be
cancelled at 8.00 a.m. (London time) on 17 August 2015.
Upon completion of the Acquisition, each Scheme Shareholder
whose name appears in the register of members of CSR at 6.00 p.m.
(London time) on 12 August 2015 will be entitled to receive 900
pence in cash for each Scheme Share held. Settlement of the
consideration to which any Scheme Shareholder is entitled under the
Scheme is expected to take place on or prior to 27 August 2015.
Capitalised terms used but not defined in this announcement have
the meaning given to them in the Scheme Document sent to CSR
Shareholders dated 12 November 2014.
Enquiries
Qualcomm
+1 858 845
Emily Kilpatrick, Corporate 5959
Communications +1 858 658
Warren Kneeshaw, Investor Relations 4813
Deutsche Bank AG (financial
adviser to Qualcomm)
Mark Keene (San Francisco) +1 415 617
Thomas Cho 2800
+1 212 250
James Stynes (New York) 2500
Richard Sheppard (London)
Chris Raff +44 (0) 20
Charles Wilkinson 7545 8000
Finsbury (PR adviser to Qualcomm)
James Murgatroyd +44 (0) 20
Edward Simpkins 7251 3801
CSR
Will Gardiner, Chief Financial +44 (0) 1223
Officer 692 000
J.P. Morgan Cazenove (financial
adviser to CSR)
Rupert Sadler (New York) +1 212 270
Madhu Namburi 6000
Dwayne Lysaght (London)
James Robinson +44 (0) 20
Adam Laursen 7777 2000
Goldman Sachs International
(financial adviser to CSR)
Pawan Tewari (San Francisco) +1 415 393
Tammy Kiely 7500
Mark Sorrell (London)
Nick Harper +44 (0) 20
Alex Garner 7774 1000
FTI Consulting (PR adviser
to CSR)
James Melville-Ross +44 (0) 20
Rob Mindell 3727 1000
Further Information
This announcement 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 Acquisition or
otherwise, nor shall there be any sale, issuance or transfer of
securities of CSR in any jurisdiction in contravention of
applicable law. The Acquisition will be made solely on the basis of
information contained or referred to in, or the procedures set out
in, the Scheme Document and the accompanying Forms of Proxy, which
together contain the full terms and conditions of the Acquisition
including details of how to vote in respect of the Acquisition.
Deutsche Bank AG is authorised under German Banking Law
(competent authority: BaFIN - Federal Financial Supervisory
Authority). Deutsche Bank AG, London Branch is further authorised
by the Prudential Regulation Authority and subject to limited
regulation by the Financial Conduct Authority and Prudential
Regulation Authority. Details about the extent of its authorisation
and regulation by the Prudential Regulation Authority and
regulation by the Financial Conduct Authority are available on
request. Deutsche Bank AG, London Branch is acting as financial
adviser to Qualcomm and QGT and no one else in connection with the
Acquisition or the contents of this announcement. Neither Deutsche
Bank AG nor any other company in the Deutsche Bank Group will be
responsible to any person other than Qualcomm and QGT for providing
the protections to clients under the UK regulatory regime nor for
providing advice in relation to the Acquisition or any matters
referred to in this announcement. Neither Deutsche Bank nor any of
its subsidiaries, branches or 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 Deutsche Bank in connection with this
announcement, any statement contained herein or otherwise.
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 financial
adviser exclusively for CSR and no one else in connection with the
matters set out in this announcement and will not regard any other
person as its client in relation to the matters in this
announcement and will not be responsible to anyone other than CSR
for providing the protections afforded to clients of J.P. Morgan
Cazenove, nor for providing advice in relation to any matter
referred to herein.
Goldman Sachs International, which is authorised by the
Prudential Regulation Authority and regulated by the Financial
Conduct Authority and the Prudential Regulation Authority in the
United Kingdom, is acting for CSR and no-one else in connection
with the matters set out in this announcement and will not be
responsible to anyone other than CSR for providing the protections
afforded to clients of Goldman Sachs International nor for
providing advice in relation to the matters in this announcement.
Neither Goldman Sachs International nor any of its subsidiaries,
branches or 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 Goldman Sachs International in connection with this
announcement, any statement contained herein or otherwise.
Overseas Jurisdictions
CSR Shareholders who are not resident in and citizens of the UK
may be affected by the laws of the relevant jurisdictions in which
they are located or of which they are citizens. Persons who are not
resident in the UK should inform themselves of, and observe, any
applicable legal or regulatory requirements of their jurisdictions.
Further details in relation to overseas shareholders are contained
in the Scheme Document.
The release, publication or distribution of this announcement in
or into jurisdictions other than the United Kingdom may be
restricted by law and therefore any persons who are subject to the
laws of any jurisdiction other than the United Kingdom should
inform themselves about, and observe, any applicable requirements.
Any failure to comply with the applicable 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 Acquisition 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 English law, the Listing Rules, the rules of the
London Stock Exchange and the 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 the United Kingdom. Unless otherwise
determined by Qualcomm or required by the Code and permitted by
applicable law and regulation, the Acquisition will not be made in
or into and will not be capable of acceptance in or from any
Restricted Jurisdiction or any other overseas jurisdiction in
respect of which such action would not be lawful. Accordingly,
unless otherwise determined by Qualcomm or required by the Code and
permitted by applicable law and regulation, copies of this
announcement and formal documentation relating to the Acquisition
will not be and must not be, mailed or otherwise forwarded,
distributed or sent in, into or from any jurisdiction where to do
so would violate the laws of that jurisdiction.
Note to US Shareholders and CSR ADS Holders
US Shareholders (and CSR ADS Holders) should note that the
Acquisition relates to the securities of a UK company, is subject
to UK procedural and disclosure requirements (which are different
from those of the US) and is proposed to be implemented under a
scheme of arrangement provided for under English company law. A
transaction effected by means of a scheme of arrangement is not
subject to the tender offer rules or the proxy rules under the US
Exchange Act. The financial information with respect to CSR
included in this announcement and the Scheme Document has been or
will have been prepared in accordance with IFRS and thus 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 US. If QGT
exercises its right to implement the acquisition of the CSR Shares
by way of a Takeover Offer in lieu of the Scheme, such offer will
be made in compliance with applicable US tender offer
regulations.
The receipt of cash pursuant to the Scheme by US Shareholders
(and CSR ADS Holders), as consideration for the cancellation of its
CSR Shares pursuant to the Scheme, may be a taxable transaction for
US federal income tax purposes and under applicable US state and
local, as well as foreign and other, tax laws. Each CSR Shareholder
(including US Shareholders) and CSR ADS Holder is urged to consult
his independent professional adviser immediately regarding the tax
consequences of the Acquisition applicable to him.
CSR is currently subject to the informational requirements of
the US Exchange Act and, in accordance therewith, files reports and
other documents with the SEC. Reports and other information filed
by CSR with the SEC may be obtained free of charge from the SEC's
website at www.sec.gov.
Neither the SEC nor any securities commission of any state of
the United States has approved the Acquisition, passed upon the
fairness of the Acquisition or passed upon the adequacy or accuracy
of this announcement and the Scheme documents. Any representation
to the contrary is a criminal offence in the United States.
In accordance with normal UK practice and pursuant to Rule
14e-5(b) of the US Exchange Act, QGT or its nominees, or its
brokers (acting as agents), may from time to time make certain
purchases of, or arrangements to purchase, CSR Shares outside the
US, other than pursuant to the Acquisition, until the date on which
the Acquisition and/or Scheme becomes effective, lapses or is
otherwise withdrawn. These purchases may occur either in the open
market at prevailing prices or in private transactions at
negotiated prices. Any information about such purchases will be
disclosed as required in the UK, will be reported to the Regulatory
News Service of the London Stock Exchange and will be available on
the London Stock Exchange website at
http://www.londonstockexchange.com/prices-and-news/prices-news/home.htm.
Publication on website and availability of hard copies
A copy of this announcement, the Scheme Document and Forms of
Proxy will be available free of charge, subject to certain
restrictions relating to persons resident in any Restricted
Jurisdictions, on Qualcomm's website at www.qualcomm.com and on
CSR's website at www.csr.com by no later than 12.00 p.m. (London
time) on the Business Day following the date of this announcement
in accordance with Rule 26.1 of the Code.
The contents of Qualcomm's website and CSR's website are not
incorporated into and do not form part of this announcement.
Any person who is required to be sent this announcement under
the Code may request a hard copy of this announcement by contacting
CSR's registrar, Equiniti Limited, at Aspect House, Spencer Road,
Lancing, West Sussex, BN99 6DA or by telephone, between 8.30 a.m.
and 5.30 p.m. on Monday to Friday (except UK public holidays), on
0871 384 2050 from within the UK (calls cost 8p per minute
excluding VAT, plus network extras) or on +44 121 415 0259 if
calling from outside the UK, with your full name and the full
address to which the hard copy may be sent. You may also request
that all future documents, announcements and information to be sent
to you in relation to the Acquisition should be in hard copy form.
Please note that calls may be monitored or recorded and Equiniti
Limited cannot provide legal, tax or financial advice or advice on
the merits of the Scheme.
Cautionary Note Regarding Forward Looking Statements
This release contains, or may contain, 'forward looking
statements' in relation to the future financial and operating
performance and outlook of CSR and the recommended cash offer for
CSR by Qualcomm (the "Qualcomm Offer"), as well as other future
events and their potential effects on CSR. Generally, the words
'will', 'may', 'should', 'continue', 'believes', 'targets',
'plans', 'expects', 'estimates', 'aims', 'intends', 'anticipates',
or similar expressions or negatives thereof identify
forward-looking statements. Forward-looking statements include
statements relating to the following: (i) expected developments in
our product portfolio, expected revenues in both our Core and
Legacy businesses, expected margins, expected trends, expected
growth in our Core business (including Voice & Music, Auto and
Bluetooth Smart, as well as the potential for our indoor location
business), expected annualised operating costs savings, expected
annualised operating expenses, expected future cash generation,
expected market position, including future design wins and increase
in market share, expected timing of product releases and expected
timing of product development milestones, expected incorporation of
our products in those of our customers, expected adoption of new
technologies, the expectation of volume shipments of our products,
expected product markets and their expansion or contraction,
opportunities in our industry and our ability to take advantage of
those opportunities, the potential success to be derived from
strategic partnerships, the potential impact of capacity
constraints, the effect of our financial performance on our share
price, the impact of government regulation, expected performance
against adverse economic conditions, and other expectations and
beliefs of our management; and (ii) the expected benefits from the
Qualcomm Offer.
Actual results and developments could differ materially from
those expressed or implied by these forward looking statements as a
result of numerous risks and uncertainties. These factors include,
but are not limited to: the ability to realise the expected
benefits from the Qualcomm Offer in the amounts or in the timeframe
anticipated; the effects of governmental regulation; a reduction in
demand for consumer products due to challenging and uncertain
economic conditions; risks associated with the development of new
products in response to market demand and CSR's ability to ensure
timely delivery of such products; increased expenses associated
with new product introductions, masks, or process changes; risks
relating to forecasting consumer demand for and market acceptance
of CSR's products and the products that use CSR's products;
declines in the average selling prices of CSR's products;
cancellation of existing orders or the failure to secure new
orders; risks associated with securing sufficient capacity from the
third-parties that manufacture, assemble and test CSR's products
and other risks relating to CSR's fabless business model;
difficulties related to distributors who supply our products to
customers; risks associated with existing or future litigation,
including the risk that the Company will be enjoined from shipping
or selling its products; errors or failures in the hardware or
software components of CSR's products; risks associated with
acquiring and protecting intellectual property and other
commercially sensitive information; the cyclicality of the
semiconductor industry; the potential for disruption in the supply
of wafers or assembly or testing services due to changes in
business conditions, natural disasters, terrorist activities,
public health concerns or other factors; CSR's ability to manage
past acquisitions and realise the expected commercial benefits and
synergies from such acquisitions and other strategic transactions
in the amounts or timeframes anticipated; CSR's ability to attract
and retain key personnel, including engineers and technical
personnel; the difficulty in predicting future results; and other
risks and uncertainties discussed, without limitation, under the
heading "Risk Factors" in our latest Annual Report filed on Form
20-F and other filings with the US Securities and Exchange
Commission. The reader is cautioned not to place undue reliance on
these forward-looking statements, which speak only as of the date
of this announcement. Neither CSR nor any other person undertakes
any obligation to update or revise publicly any of the
forward-looking statements set out herein, whether as a result of
new information, future events or otherwise, except to the extent
legally required.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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