TIDMMRW
RNS Number : 4027Q
Morrison(Wm.)Supermarkets PLC
27 October 2021
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 OF
SUCH JURISDICTION
FOR IMMEDIATE RELEASE
27 October 2021
RECOMMED FINAL CASH OFFER
for
WM MORRISON SUPERMARKETS PLC ("MORRISONS")
by
MARKET BIDCO LIMITED ("CD&R BIDCO")
(a newly incorporated entity formed by Clayton, Dubilier &
Rice, LLP in its capacity as adviser to Clayton, Dubilier &
Rice, LLC as manager of CD&R Fund XI ("CD&R"))
SCHEME BECOMES EFFECTIVE
On 2 October 2021, following the conclusion of the auction
procedure between CD&R Bidco and Oppidum Bidco Limited, the
boards of directors of Morrisons and CD&R Bidco announced that
they had reached agreement on the terms of a recommended all cash
offer for the entire issued and to be issued share capital of
Morrisons at an increased offer value of 287 pence for each
Morrisons Share (the "CD&R Final Offer").
The CD&R Final Offer is to be implemented by means of a
scheme of arrangement pursuant to Part 26 of the Companies Act (the
"Scheme"). The circular in relation to the Scheme was published or
made available to Morrisons Shareholders and Morrisons CSN
Participants on 25 September 2021 (the "CD&R Scheme Document")
and a supplementary letter in respect of the CD&R Final Offer
was published or made available to Morrisons Shareholders and
Morrisons CSN Participants on 5 October 2021 (the "CD&R
Shareholder Letter").
Capitalised terms used but not defined in this announcement have
the meanings given to them in the CD&R Scheme Document.
On 25 October 2021, Morrisons and CD&R Bidco announced that
the Court had sanctioned the Scheme. Morrisons and CD&R Bidco
are pleased to announce that the Scheme has today become Effective
in accordance with its terms, following delivery of the Court Order
to the Registrar of Companies.
Suspension and cancellation of listing and trading
The listing of Morrisons Shares on the premium listing segment
of the Official List and the admission to trading of Morrisons
Shares on the London Stock Exchange's Main Market for listed
securities are suspended with effect from 7.30 a.m. (London time)
today.
The listing of Morrisons Shares on the premium listing segment
of the Official List and the admission to trading of Morrisons
Shares on the London Stock Exchange's Main Market for listed
securities are, in each case, expected to be cancelled with effect
from 8.00 a.m. (London time) on 28 October 2021.
Settlement of consideration
Scheme Shareholders on Morrisons' register of members at the
Scheme Record Time, being 6.00 p.m. (London time) on 26 October
2021 will be entitled to receive 287 pence in cash for each Scheme
Share held.
Settlement of the consideration to which Scheme Shareholders are
entitled under the terms of the CD&R Final Offer will be
effected in the manner set out in paragraph 12 of Part II
(Explanatory Statement) of the CD&R Scheme Document as soon as
practicable and, in any event, by no later than 10 November
2021.
Board changes
As the Scheme has now become Effective, Morrisons duly announces
that, with effect from today's date, Andrew Higginson, Rooney
Anand, Susanne Given, Kevin Havelock, Lyssa McGowan and Jeremy
Townsend have tendered their resignations and stepped down from the
Morrisons Board.
David Potts, Trevor Strain and Michael Gleeson will remain on
the Morrisons Board.
Enquiries:
Morrisons Tel:
Andrew Kasoulis (Investor Relations Director) +44 7785 343
Simon Rigby (Director of External Communications) 515
+44 7771 784
446
Rothschild & Co (Lead Financial Adviser to Tel:
Morrisons) +44 20 7280 5000
John Deans
Majid Ishaq
Stephen Griffiths
Alice Squires
Jefferies International Limited (Financial Tel:
Adviser and Joint +44 20 7029 8000
Corporate Broker to Morrisons)
Tony White
Philip Noblet
Shore Capital (Financial Adviser and Joint Tel:
Corporate Broker to +44 20 7408 4050
Morrisons)
Malachy McEntyre
Dru Danford
Mark Percy
Citigate Dewe Rogerson (PR adviser to Morrisons) Tel:
Kevin Smith +44 7710 815
Angharad Couch 924
Ellen Wilton +44 7507 643
004
+44 7921 352
851
CD&R Tel: +44 20
Marco Herbst 7747 3800
Gregory Lai
Goldman Sachs International (Financial Adviser Tel:
to CD&R Bidco and CD&R) +44 20 7774 1000
Anthony Gutman
Nick Harper
Milan Hasecic
Jimmy Bastock
J.P. Morgan Cazenove (Financial Adviser to Tel:
CD&R Bidco and CD&R) +44 20 7742 4000
Dwayne Lysaght
Jeannette Smits van Oyen
Thomas Christl
Teneo (PR adviser to CD&R Bidco and CD&R) Tel:
Phillip Gawith +44 20 7096 3191
Haya Herbert-Burns
Claire Scicluna
BNP Paribas, BofA Securities and Mizuho are also acting as
financial advisers to CD&R Bidco and CD&R in relation to
the CD&R Final Offer.
Clifford Chance LLP is acting as legal adviser to CD&R and
CD&R Bidco.
Ashurst LLP is acting as legal adviser to Morrisons.
Further information
This announcement is for information purposes only and is not
intended to and does not constitute, or form part of an offer,
invitation or the solicitation of an offer to purchase, otherwise
acquire, subscribe for, sell or otherwise dispose of any
securities, nor shall there be any sale, issuance or transfer of
securities of Morrisons in any jurisdiction in contravention of
applicable law.
This announcement does not constitute a prospectus, prospectus
equivalent document or an exempted document.
Important Notices
Rothschild & Co, which is authorised and regulated by the
FCA in the United Kingdom, is acting exclusively as lead financial
adviser to Morrisons and no one else in connection with the matters
set out in this announcement and will not be responsible to anyone
other than Morrisons for providing the protections afforded to
clients of Rothschild & Co nor for providing advice in
connection with any matter referred to herein. Neither Rothschild
& Co nor any of its affiliates (nor their respective directors,
officers, employees or agents) 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 Rothschild & Co in connection with this
announcement, any statement contained herein, the CD&R Final
Offer or otherwise.
Jefferies, which is authorised and regulated by the FCA in the
United Kingdom, is acting as financial adviser and joint corporate
broker exclusively for Morrisons and no one else in connection with
the matters set out in this announcement and will not be
responsible to anyone other than Morrisons for providing the
protections afforded to clients of Jefferies nor for providing
advice in connection with any matter referred to herein. Neither
Jefferies nor any of its affiliates (nor their respective
directors, officers, employees or agents) 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 Jefferies in connection with this
announcement, any statement contained herein, the CD&R Final
Offer or otherwise.
Shore Capital, which is authorised and regulated by the FCA in
the United Kingdom, is acting as financial adviser and joint
corporate broker exclusively for Morrisons and no one else in
connection with the matters set out in this announcement and will
not be responsible to anyone other than Morrisons for providing the
protections afforded to clients of Shore Capital nor for providing
advice in connection with any matter referred to herein. Neither
Shore Capital nor any of its affiliates (nor their respective
directors, officers, employees or agents) 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 Shore Capital in connection with this
announcement, any statement contained herein, the CD&R Final
Offer or otherwise.
Goldman Sachs, which is authorised by the PRA and regulated by
the FCA and the PRA in the United Kingdom, is acting exclusively
for CD&R Bidco and CD&R and no one else in connection with
the CD&R Final Offer and will not be responsible to anyone
other than CD&R Bidco and CD&R for providing the
protections afforded to clients of Goldman Sachs or for giving
advice in connection with the CD&R Final Offer or this
announcement or any transaction or arrangement referred to
herein.
J.P. Morgan Cazenove, which is authorised in the United Kingdom
by the PRA and regulated in the United Kingdom by the PRA and the
FCA, is acting as financial adviser exclusively for CD&R Bidco
and Clayton, Dubilier & Rice, LLC and no one else in connection
with the CD&R Final Offer and will not regard any other person
as its client in relation to the CD&R Final Offer and will not
be responsible to anyone other than CD&R Bidco and Clayton,
Dubilier & Rice, LLC for providing the protections afforded to
clients of J.P. Morgan Cazenove or its affiliates, nor for
providing advice in relation to the CD&R Final Offer or any
other matter or arrangement referred to herein.
BNP Paribas SA is authorised and regulated by the European
Central Bank and the Autorité de Contrôle Prudentiel et de
Résolution. In the UK, BNP Paribas is deemed authorised by the PRA
with deemed variation of permission, and is subject to regulation
by the FCA and limited regulation by the PRA. Details of the
Temporary Permissions Regime, which allows EEA-based firms to
operate in the UK for a limited period while seeking full
authorisation, are available on the FCA's website. BNP Paribas is
registered in the UK under number FC13447 and UK establishment
number BR000170, and its UK establishment office address is 10
Harewood Avenue, London NW1 6AA. BNP Paribas is acting as financial
adviser exclusively for CD&R Bidco and CD&R and no one else
in connection with the CD&R Final Offer and will not be
responsible to anyone other than CD&R Bidco and CD&R for
providing the protections afforded to clients of BNP Paribas or for
providing advice in relation to the CD&R Final Offer or this
announcement or any transaction or arrangement referred to
herein.
BofA Securities, a subsidiary of Bank of America Corporation,
which is authorised by the PRA and regulated by the FCA and the PRA
in the United Kingdom, is acting exclusively for CD&R Bidco and
CD&R in connection with the CD&R Final Offer and for no one
else and will not be responsible to anyone other than CD&R
Bidco and CD&R for providing the protections afforded to its
clients or for providing advice in relation to the CD&R Final
Offer or any other matters referred to in this announcement.
Mizuho, which is authorised in the United Kingdom by the PRA and
regulated by the PRA and the FCA, is acting as financial adviser
exclusively for CD&R Bidco and CD&R and no one else in
connection with the CD&R Final Offer and will not regard any
other person as its client in relation to the CD&R Final Offer
and will not be responsible to anyone other than CD&R Bidco and
CD&R for providing the protections afforded to clients of
Mizuho or its affiliates, nor for providing advice in relation to
the CD&R Final Offer or any other matter or arrangement
referred to herein.
Overseas jurisdictions
The release, publication or distribution of this announcement,
directly or indirectly, in or into or from jurisdictions other than
the UK may be restricted by law and therefore any persons who are
subject to the law of any jurisdiction other than the UK should
inform themselves about, and observe, any applicable legal or
regulatory requirements of their jurisdictions.
The availability of the CD&R Final Offer to Morrisons
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 United Kingdom should inform themselves of, and
observe, any applicable legal or regulatory requirements of their
jurisdictions. 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 CD&R
Final Offer disclaim any responsibility or liability for the
violation of such restrictions by any person. The CD&R Scheme
Document, the CD&R Shareholder Letter and any accompanying
documents have been prepared for the purposes of complying with
English law and the Takeover Code and the information disclosed may
not be the same as that which would have been disclosed if these
documents had been prepared in accordance with the laws of
jurisdictions outside of England.
Unless otherwise determined by CD&R Bidco or required by the
Takeover Code, and permitted by applicable law and regulation, the
CD&R Final Offer will not be made available, in whole or in
part, directly or indirectly, in, into or from a Restricted
Jurisdiction or any other jurisdiction where to do so would violate
the laws of that jurisdiction. Copies of this announcement, the
CD&R Scheme Document, the CD&R Shareholder Letter and any
formal documentation relating to the CD&R Final Offer will not
be and must not be, directly or indirectly, mailed or otherwise
forwarded, distributed or sent in, into or from any Restricted
Jurisdiction and persons receiving such documents (including
custodians, nominees and trustees) must not mail or otherwise
forward, distribute or send them in or into or from any Restricted
Jurisdiction. If the CD&R Final Offer is implemented by way of
a Takeover Offer (unless otherwise permitted by applicable law and
regulation), the Takeover Offer may not be made directly or
indirectly, in or into, or by the use of mails or any means or
instrumentality (including, but not limited to, facsimile, e-mail
or other electronic transmission, telex or telephone) of interstate
or foreign commerce of, or of any facility of a national, state or
other securities exchange of any Restricted Jurisdiction and the
Takeover Offer may not be capable of acceptance by any such use,
means, instrumentality or facilities.
The CD&R Final Offer is subject to the applicable
requirements of the Takeover Code, the Panel, the London Stock
Exchange and the FCA. Further details in relation to Overseas
Shareholders are contained in paragraph 14 of Part II (Explanatory
Statement) of the CD&R Scheme Document.
Additional information for US investors
The CD&R Final Offer relates to the shares of an English
company and is being made by means of a scheme of arrangement
provided for under English company law. Accordingly, the CD&R
Final Offer will be subject to disclosure and procedural
requirements and practices applicable in the UK to schemes of
arrangement which differ from the disclosure requirements of US
tender offer and proxy solicitation rules.
The financial information included in the CD&R Scheme
Document and the CD&R Shareholder Letter has been prepared in
accordance with generally accepted accounting principles of the
United Kingdom 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.
Neither the US Securities and Exchange Commission nor any US
state securities commission has approved or disapproved of the
CD&R Final Offer, or determined if the CD&R Scheme Document
or the CD&R Shareholder Letter is accurate or complete. Any
representation to the contrary is a criminal offence in the United
States.
The receipt of cash pursuant to the CD&R Final Offer by a US
holder of Morrisons Shares as consideration for the transfer of its
Scheme Shares pursuant to the Scheme will be a taxable transaction
for US federal income tax purposes and may also be a taxable
transaction under applicable state and local tax laws in the United
States, as well as foreign and other tax laws. Each Morrisons
Shareholder is therefore urged to consult with legal, tax and
financial advisers in connection with making a decision regarding
the CD&R Final Offer.
It may be difficult for US Morrisons Shareholders to enforce
their rights and claims arising out of US federal laws, since
CD&R Bidco and Morrisons are each located in a non-US
jurisdiction, and some or all of their officers and directors may
be residents of a non-US jurisdiction. US holders of Morrisons
Shares may not be able to sue a non-US company or its officers or
directors in a non-US court for violations of US securities laws.
Further, it may be difficult to compel a non-US company and its
affiliates to subject themselves to a US court's judgement.
In accordance with normal UK practice and pursuant to Rule
14e-5(b) of the US Exchange Act (if applicable), CD&R Bidco,
certain affiliated companies and their nominees or brokers (acting
as agents), may from time to time make certain purchases of, or
arrangements to purchase, Morrisons Shares outside of the US, other
than pursuant to the CD&R Final Offer, until the date on which
the CD&R Final Offer and/or Scheme becomes Effective, lapses or
is otherwise withdrawn.
Forward-looking statements
This announcement (including information incorporated by
reference in this announcement), oral statements made regarding the
CD&R Final Offer, and other information published by CD&R
Bidco and Morrisons contain statements which are, or may be deemed
to be, "forward-looking statements". Forward-looking statements are
prospective in nature and are not based on historical facts, but
rather on current expectations and projections of the management of
CD&R Bidco and Morrisons about future events, and are therefore
subject to risks and uncertainties which could cause actual results
to differ materially from the future results expressed or implied
by the forward-looking statements.
The forward-looking statements contained in this announcement
include statements relating to the expected effects of the CD&R
Final Offer on CD&R Bidco and Morrisons (including their future
prospects, developments and strategies), the expected timing and
scope of the CD&R Final Offer and other statements other than
historical facts. Often, but not always, forward-looking statements
can be identified by the use of forward-looking words such as
"plans", "expects" or "does not expect", "is expected", "is subject
to", "budget", "projects", "strategy", "scheduled", "estimates",
"forecasts", "intends", "anticipates" or "does not anticipate", or
"believes", or variations of such words and phrases or statements
that certain actions, events or results "may", "could", "should",
"would", "might" or "will" be taken, occur or be achieved. Although
CD&R Bidco and Morrisons believe that the expectations
reflected in such forward-looking statements are reasonable,
CD&R Bidco and Morrisons can give no assurance that such
expectations will prove to be correct. By their nature,
forward-looking statements involve risk and uncertainty because
they relate to events and depend on circumstances that will occur
in the future. There are a number of factors that could cause
actual results and developments to differ materially from those
expressed or implied by such forward-looking statements.
These factors include, but are not limited to: future market
conditions, changes in general economic and business conditions,
the behaviour of other market participants, the anticipated
benefits from the proposed transaction not being realised as a
result of changes in general economic and market conditions in the
countries in which CD&R Bidco and Morrisons operate, weak,
volatile or illiquid capital and/or credit markets, changes in tax
rates, interest rate and currency value fluctuations, the degree of
competition in the geographic and business areas in which CD&R
Bidco and Morrisons operate and changes in laws or in supervisory
expectations or requirements. Other unknown or unpredictable
factors could cause actual results to differ materially from those
in the forward-looking statements. Such forward-looking statements
should therefore be construed in the light of such factors. Neither
CD&R Bidco nor Morrisons, nor any of their respective
associates or directors, officers or advisers, provides any
representation, assurance or guarantee that the occurrence of the
events expressed or implied in any forward-looking statements in
this announcement will actually occur. You are cautioned not to
place undue reliance on these forward-looking statements.
Specifically, statements of estimated cost savings and synergies
related to future actions and circumstances by their nature,
involve risks, uncertainties and contingencies. As a result, the
cost savings and synergies referred to may not be achieved, may be
achieved later or sooner than estimated, or those achieved could be
materially different from those estimated. Due to the scale of the
Morrisons Group, there may be additional changes to the Morrisons
Group's operations. As a result, and given the fact that the
changes relate to the future, the resulting cost synergies may be
materially greater or less than those estimated.
Other than in accordance with their legal or regulatory
obligations (including under the Listing Rules and the Disclosure
and Transparency Rules of the FCA), neither CD&R Bidco nor
Morrisons is under any obligation, and CD&R Bidco and Morrisons
expressly disclaim any intention or obligation, to update or revise
any forward-looking statements, whether as a result of new
information, future events or otherwise.
Requesting hard copy documents
Morrisons Shareholders may request a hard copy of this
announcement by contacting Morrisons registrars, Equiniti Limited,
between 8.30 a.m. and 5.30 p.m. Monday to Friday (except public
holidays in England and Wales) on 0333 207 6394 from within the UK
or +44 333 207 6394 if calling from outside the UK or by submitting
a request in writing to Equiniti Limited, Aspect House, Spencer
Road, Lancing, West Sussex BN99 6DA, United Kingdom. International
rates apply to calls from outside the UK. Please note calls may be
recorded and Equiniti Limited cannot provide advice on the merits
of the CD&R Final Offer or give any financial, legal or tax
advice. Morrisons Shareholders may also request that all future
documents, announcements and information in relation to the
CD&R Final Offer should be sent to them in hard copy form.
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END
OUPDKOBBPBDKQKB
(END) Dow Jones Newswires
October 27, 2021 02:00 ET (06:00 GMT)
Grafico Azioni Morrison (wm) Supermarkets (LSE:MRW)
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Da Ott 2024 a Nov 2024
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