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RNS Number : 7762I
AVEVA Group PLC
16 December 2020
16 December 2020
AVEVA GROUP PLC
ACQUISITION OF OSISOFT, LLC ("OSISOFT"): UPDATE RE CLEARANCES
AND EXPECTED TIMETABLE TO CLOSING
The Board of AVEVA Group Plc ("AVEVA" or the "Company") provides
the following update on the progress of the proposed acquisition of
OSIsoft. Defined terms used in this announcement shall have the
meaning given to them in the combined circular and prospectus
published by the Company on 6 November 2020 (the "Prospectus").
AVEVA has now received all antitrust and regulatory clearances
required ahead of Completion of the Acquisition with the exception
of antitrust approvals in Austria and Brazil and the approval of
the Committee on Foreign Investments in the United States
("CFIUS").
Antitrust clearance in Austria is expected on 18 December 2020
while the review procedure for antitrust approval in Brazil is
ongoing and clearance is expected by the end of January 2021.
The review procedure of CFIUS is still ongoing and approval is
expected, if the full period is required and no further action is
needed, to be received around 1 February 2021, with a transaction
close shortly thereafter.
AVEVA will provide further updates as appropriate.
Enquiries:
AVEVA Group plc
Matt Springett (Head of Investor Relations)
Tel: +44 7789 818 684
FTI Consulting LLP
PR Adviser to AVEVA
Edward Bridges
Dwight Burden
Tel: +44 20 3727 1017
Important Notices
This announcement contains statements about AVEVA that are or
may be forward looking statements. All statements other than
statements of historical facts included in this announcement may be
forward looking statements. Without limitation, any statements
preceded or followed by or that include the words "targets",
"goals", "should", "would", "could", "continue", "plans",
"believes", "expects", "aims", "intends", "will", "may",
"anticipates", "estimates", "hopes", "projects" or words or terms
of similar substance or the negative thereof, are forward looking
statements.
Lazard & Co., Limited ("Lazard"), which is authorised and
regulated in the United Kingdom by the Financial Conduct Authority
(the "FCA"), is acting exclusively as financial adviser to AVEVA
and no one else in connection with the Acquisition and will not
regard any other person (whether or not a recipient of this
announcement) as a client in relation to the Acquisition and will
not be responsible to anyone other than AVEVA for providing the
protections afforded to the clients of Lazard nor for giving advice
in relation to the Rights Issue, the Acquisition or any
transaction, arrangement or any other matters referred to in this
announcement.
Numis Securities Limited ("Numis"), which is authorised and
regulated in the United Kingdom by the FCA, is acting exclusively
as sponsor, joint broker, joint global co-ordinator and joint
bookrunner to AVEVA and no one else in connection with the
Acquisition and will not regard any other person (whether or not a
recipient of this announcement) as a client in relation to the
Acquisition and will not be responsible to anyone other than AVEVA
for providing the protections afforded to the clients of Numis nor
for giving advice in relation to the Acquisition or any
transaction, arrangement or any other matter referred to in this
announcement.
No person has been authorised to give any information or to make
any representations other than those contained in this announcement
and, if given or made, such information or representations must not
be relied on as having been authorised by AVEVA, Lazard and/or
Numis. Subject to the Listing Rules, the Prospectus Rules and the
Disclosure Guidance and Transparency Rules of the Financial Conduct
Authority, the issue of this announcement shall not, in any
circumstances, create any implication that there has been no change
in the affairs of the AVEVA Group or OSIsoft since the date of this
announcement or that the information in it is correct as at any
subsequent date.
This announcement does not constitute or form part of any offer,
invitation to sell, otherwise dispose of or issue, or any
solicitation of any offer to purchase or subscribe for, any shares
or other securities nor shall it or any part of it, nor the fact of
its distribution form the basis of, or be relied on in connection
with, any contract commitment or investment decision.
This announcement has been prepared for the purpose of complying
with the applicable law and regulation of the United Kingdom and
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 and regulations of jurisdictions outside the United
Kingdom.
The distribution of this announcement in jurisdictions other
than the United Kingdom may be affected by the laws of relevant
jurisdictions. Therefore any persons who are subject to the laws of
any jurisdiction other than the United Kingdom will need to inform
themselves about, and observe any, applicable requirements.
This announcement (and the information contained herein) is not
for release, publication or distribution, directly or indirectly,
in whole or in part, in, into or within the United States of
America, its territories and possessions, any State of the United
States or the District of Columbia (collectively, the "United
States"). This announcement is for informational purposes only and
is not an offer of securities for sale in the United States.
Securities may not be offered or sold in the United States absent
registration under the US Securities Act of 1933, as amended (the
"US Securities Act"), or an exemption therefrom. No securities have
not been and will not be registered under the US Securities Act or
under the securities laws of any state or other jurisdiction of the
United States, and may not be offered or sold, taken up, resold,
transferred or delivered in the United States except pursuant to an
exemption from, or in a transaction not subject to, the
registration requirements of the US Securities Act and in
accordance with any applicable securities laws of any state or
other jurisdiction of the United States. There will be no public
offer of securities in the United States.
Neither the content of AVEVA nor OSIsoft's website, nor any
website accessible by hyperlinks on AVEVA or OSIsoft website is
incorporated in, or forms part of, this announcement.
Ashurst LLP and Debevoise & Plimpton LLP are acting as the
lead legal advisers to AVEVA in connection with the
transaction.
OSIsoft's financial adviser in the transaction is Morgan Stanley
and Co. LLC and its legal counsel in the transaction is Fenwick
& West and Slaughter and May.
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Policy.
END
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December 16, 2020 02:00 ET (07:00 GMT)
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