TIDMOPTS
RNS Number : 5066L
Optos plc
28 April 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
FOR IMMEDIATE RELEASE
28 April 2015
RECOMMENDED CASH OFFER
FOR OPTOS PLC
By
NIKON CORPORATION
to be effected by means of a scheme of arrangement
under Part 26 of the Companies Act 2006
Satisfaction of US Merger Control Condition
The boards of Nikon Corporation ("Nikon") and Optos plc
("Optos") announce that the waiting period under the Hart Scott
Rodino Antitrust Improvements Act 1976, as amended, for the
acquisition of Optos has expired and, accordingly, the Condition at
paragraph 2(a) of Part Three of the Scheme Document, which was
posted to Optos Shareholders on 27 March 2015 (the "Scheme
Document"), has been satisfied.
Completion of the Transaction remains subject to the
satisfaction or (if capable of waiver) waiver of the remaining
Conditions to the Transaction set out in Part Three of the Scheme
Document, including the sanction of the Scheme by the Court.
Unless otherwise defined herein, capitalised terms and
expressions used in this announcement shall have the meanings given
to them in the Scheme Document.
Enquiries:
Nikon Optos
Kazuo Ushida, President Roy Davis, CEO
Junichi Itoh, CFO Robert Kennedy, CFO
Yosuke Toyoda, Investor Relations Tel: +44 (0) 1383 843 300
Tel: + 81 3 6433 3600
Goldman Sachs International Evercore (Lead financial adviser
(Financial adviser to Nikon) to Optos)
Nimesh Khiroya Julian Oakley / Alan Beirne
Tel: +44 (0) 207 774 1000 Tel: +44 (0) 207 653 6000
Yoshihiko Yano
Tel: +81 3 6437 6000
Numis Securities (Corporate
broker and joint financial adviser
to Optos)
Michael Meade / James Black
Tel: +44 (0) 207 260 1000
Peel Hunt (Corporate broker
and joint financial adviser
to Optos)
Clare Terlouw / James Steel
/ Jock Maxwell Macdonald
Tel: +44 (0) 207 418 8900
FTI Consulting
Ben Atwell / Mo Noonan / Simon
Conway
Tel: +44 (0) 20 3727 1000
Further information
Evercore Partners International LLP ("Evercore"), which is
authorised and regulated in the United Kingdom by the Financial
Conduct Authority, is acting as lead financial adviser exclusively
for Optos and no one else in connection with the Transaction and
the other matters referred to in this announcement, and will not
regard any other person as its client in relation to the
Transaction and the other matters referred to in this announcement
and will not be responsible to anyone other than Optos for
providing the protections afforded to clients of Evercore, nor for
providing advice in relation to the Transaction or the other
matters referred to in this announcement.
Numis Securities Limited ("Numis") is authorised and regulated
by the Financial Conduct Authority. Numis is acting as joint
corporate broker and joint financial adviser to Optos and no one
else in connection with the Transaction and the other referred to
in this announcement and will not regard any other person as its
client in relation to the Transaction or any other matters referred
to in this announcement and will not be responsible to anyone other
than Optos for providing the protections afforded to clients of
Numis, nor for providing advice in relation to the Transaction or
any other matter referred to in this announcement.
Peel Hunt LLP ("Peel Hunt") is authorised and regulated by the
Financial Conduct Authority. Peel Hunt is acting as joint corporate
broker and joint financial adviser to Optos and no one else in
connection with the Transaction and the other matters referred to
in this announcement and will not regard any other person as its
client in relation to the Transaction or any other matters referred
to in this announcement and will not be responsible to anyone other
than Optos for providing the protections afforded to clients of
Peel Hunt, nor for providing advice in relation to the Transaction
or any other matter referred to in this announcement.
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 exclusively for Nikon and no one else in
connection with the Transaction and the other matters referred to
in this announcement. In connection with the Transaction and any
other such matters, Goldman Sachs International, its affiliates
(including Goldman Sachs Japan Co., Ltd.) and its and their
respective partners, directors, officers, employees and agents will
not regard any other person as their client, nor will they be
responsible to anyone other than Nikon for providing the
protections afforded to their clients or for giving advice in
connection with the Transaction or any other matter referred to
herein.
This announcement is for information purposes only and 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 in any jurisdiction pursuant to the Transaction or
otherwise. The Transaction will be effected solely through the
Scheme Document, which contains the full terms and conditions of
the Transaction, including details of how to vote in respect of the
Scheme. Any vote in respect of the Scheme or other response or
action in respect of the Transaction should be made only on the
basis of the information contained in the Scheme Document. Optos
and Nikon urge Optos Shareholders to read the Scheme Document
carefully because it contains important information relating to the
Transaction.
Overseas Shareholders
The release, publication or distribution of this announcement or
availability of the Transaction in 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 the laws of
any jurisdiction other than the United Kingdom should therefore
inform themselves of, and observe, any applicable legal or
regulatory requirements. In particular, the ability of persons who
are not resident in the United Kingdom to vote their Optos Shares
with respect to the Scheme at the Court Meeting, or to execute and
deliver Forms of Proxy appointing another to vote at the Court
Meeting on their behalf, may be affected by the laws of the
relevant jurisdiction in which they are located. Any failure to
comply with the applicable restrictions may constitute a violation
of the securities laws of any such jurisdiction.
This announcement has been prepared for the purposes of
complying with UK law 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 any
jurisdiction outside the United Kingdom.
The Transaction relates to shares of a Scottish public limited
company and is being effected by means of a scheme of arrangement
under Scots law and, in particular, Part 26 of the Companies Act
2006. 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,
and rules and practices applicable under, the laws of other
jurisdictions outside the United Kingdom.
Unless otherwise determined by Nikon or required by the Code,
and permitted by applicable law and regulation, the Transaction
will not be made available, directly or indirectly, in, into or
from a Restricted Jurisdiction and no person may vote in favour of
the Transaction by any such use, means, instrumentality or from
within a Restricted Jurisdiction. Accordingly, copies of this
announcement and all documents relating to the Transaction are not
being, and must not be, directly or indirectly, mailed or otherwise
forwarded, distributed or sent in, into or from any Restricted
Jurisdiction, and persons receiving this announcement or any
documents relating to the Transaction (including, without
limitation, custodians, nominees and trustees) must not mail or
otherwise forward, distribute or send them in, into or from any
such jurisdictions. If, in future, Nikon exercises its right to
implement the Transaction by way of the Takeover Offer, the
Takeover Offer (unless otherwise permitted by applicable law and
regulation) will and may not be made, directly or indirectly, in or
into, or by the use of the mails, or by any means of
instrumentality (including, without limitation, telephonically or
electronically) of interstate or foreign commerce of, or any
facilities of a national, state or other securities exchange of any
Restricted Jurisdiction, and the Takeover Offer will not be capable
of acceptance from or within any Restricted Jurisdiction or by any
such use, means, instrumentality or facilities.
Notice to US investors in Optos
The Transaction relates to the shares of a Scottish public
limited company and is being effected by means of a scheme of
arrangement under Scots law and, in particular, the Companies Act
2006. A transaction effected by means of a scheme of arrangement is
not subject to the tender offer rules or the proxy solicitation
rules under the US Securities Exchange Act of 1934. Accordingly,
the Transaction is subject to the disclosure requirements of, and
rules and practices applicable in, the United Kingdom to schemes of
arrangement which differ from the disclosure requirements of United
States tender offer and proxy solicitation rules. If, in the
future, Nikon exercises the right to implement the Transaction by
way of the Takeover Offer and determines to extend the Takeover
Offer into the United States, the Takeover Offer will be made in
compliance with applicable United States laws and regulations.
Financial information included in this announcement and which may
be included in the Scheme Document (or Takeover Offer Document, as
the case may be) has been or will have been prepared in accordance
with accounting standards applicable in territories outside the
United States that 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.
It may be difficult for US holders of Optos Shares to enforce
their rights and any claim arising out of the US federal laws,
since Nikon and Optos 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 Optos Shares may not be able
to sue a non-US company or its officers or directors in a non-US
court for violations of the 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.
Forward looking statements
This announcement, including information included or
incorporated by reference in this announcement, may contain certain
"forward looking statements" regarding the financial position,
business strategy or plans for future operations of the Wider Nikon
Group and the Wider Optos Group. All statements other than
statements of historical fact included in any document may be
forward looking statements. Forward looking statements also often
use words such as "believe", "expect", "estimate", "intend",
"anticipate" and words of a similar meaning.
By their nature, forward looking statements involve risk and
uncertainty that could cause actual results to differ materially
from those suggested by them. Much of the risk and uncertainty
relates to factors that are beyond the companies' abilities to
control or estimate precisely, such as future market conditions and
the behaviours of other market participants, and therefore undue
reliance should not be placed on such statements which speak only
as at the date of this announcement. Each of the Wider Nikon Group,
the Wider Optos Group, and each of their respective members,
directors, officers or employees, advisers or any person acting on
their behalf, expressly disclaims any intention or obligation to
revise or update these forward looking statements or other
statements contained in this announcement, whether as a result of
new information, future events or otherwise, except as required
pursuant to applicable law.
Neither the Wider Nikon Group, the Wider Optos Group, nor their
respective members, directors, officers or employees, advisers or
any person acting on their behalf, 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.
No forward looking or other statements have been reviewed by the
auditors of the Wider Nikon Group or the Wider Optos Group. All
subsequent oral or written forward-looking statements attributable
to the Wider Nikon Group or the Wider Optos Group, or any of their
respective members, directors, officers, advisers or employees or
any person acting on their behalf are expressly qualified in their
entirety by the cautionary statement above.
No profit forecasts or estimates
Nothing in this announcement is intended, or is to be construed,
as a profit forecast or to be interpreted to mean that earnings per
Nikon share or Optos Share for the current or future financial
years, or those of the Combined Group, will necessarily match or
exceed the historical published earnings per Nikon share or Optos
Share.
Disclosure requirements of the 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.
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 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.
Website publication
A copy of this announcement will (subject to any applicable
restrictions with respect to persons resident in Restricted
Jurisdictions) be made available free of charge on Nikon's website
at http://www.nikon.com/news (English language) or
http://www.nikon.co.jp/news/ (Japanese language) and on Optos'
website at http://www.optos.com by no later than 12.00 noon on 29
April 2015. The contents of the websites referred to in this
announcement are not incorporated into and do not form part of this
announcement.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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