TIDMLID
RNS Number : 2487G
Masimo LHC Limited
24 November 2020
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
24 November 2020
RECOMMED CASH OFFER
for
LIDCO GROUP PLC ("LIDCO")
by
MASIMO LHC LIMITED ("MASIMO")
(a company indirectly and wholly owned by Masimo
Corporation)
First closing Date and Extension of Offer
Introduction
On 2 November 2020, the Boards of LiDCO and Masimo announced
that they had reached agreement on the terms of a recommended cash
offer for the entire issued and to be issued share capital of LiDCO
("Offer"). The full terms and conditions of the Offer and the
procedures for acceptance are set out in the offer document
published by Masimo on 2 November 2020 ("Offer Document"). The
Offer Document is available, subject to certain restrictions
relating to persons resident in a Restricted Jurisdiction, on
Masimo's website (www.masimo.com/offerdocuments) and Lidco's
website (www.lidcodocuments.com). Defined terms in this
announcement shall have the meaning given to them in the Offer
Document
As at 23 November 2020, being the First Closing Date of the
Offer, Masimo had received valid acceptances of the Offer in
respect of, and had contractually acquired, in aggregate,
183,170,458 LiDCO Shares, representing approximately 75.0 percent
of the existing issued share capital of LiDCO.
The Offer is being extended for 14 days and will remain open for
acceptances until 7 December 2020.
Acceptances and LiDCO Share purchases
Level of acceptances
As at 1.00 pm on 23 November 2020, Masimo had received valid
acceptances of the Offer in respect of 158,337,403 LiDCO Shares,
representing approximately 64.9 percent of the existing issued
share capital of LiDCO.
LiDCO Share purchases
As at 1.00 pm on 23 November 2020, Masimo had acquired a total
of 24,833,055 LiDCO Shares representing approximately 10.2 percent
of the existing issued share capital of LiDCO. However, of these,
17,098,980 LiDCO Shares representing approximately 7.0 percent of
the existing issued share capital of LiDCO are still in the process
of being registered in Masimo's name and so will not count toward
the Acceptance Condition until they are so registered. Such
registration is expected to be complete in the next three days.
Therefore as at 1.00 pm on 23 November 2020, Masimo had acquired
and is the registered holder of a total of 7,734,075 LiDCO Shares
representing approximately 3.1 percent of the existing issued share
capital.
Aggregate level of acceptances and LiDCO share purchases
Accordingly, as at 1.00 pm on 23 November 2020, Masimo had
received valid acceptances of the Offer in respect of, and had
acquired and is the registered holder of, in aggregate 166,071,478
LiDCO Shares representing approximately 68.0 percent of the
existing issued share capital of LiDCO .
Taking into consideration all of the LiDCO Shares acquired by
Masimo, it had received valid acceptances of the Offer in respect
of, and had acquired, in aggregate, 183,170,458 LiDCO Shares,
representing approximately 75.0 percent of the existing issued
share capital of LiDCO.
Irrevocable undertakings
As at 1.00 pm on 23 November 2020, Masimo had received valid
acceptances of the Offer in respect of 92,062,341 LiDCO Shares,
representing approximately 37.7 percent of the existing issued
share capital of LiDCO, from the following LiDCO Shareholders who
gave irrevocable undertakings to accept the Offer:
(a) LiDCO Directors
Percentage of current
Number of issued share capital
Name LiDCO Shares of LiDCO
Peter Grant 944,163 0.39%
Matthew Sassone 250,000 0.10%
Tim Hall 100,000 0.04%
Philip Cooper 2,666,667 1.09%
------------- ---------------------
Total 3,960,830 1.62%
------------- ---------------------
(b) Institutional and other LiDCO Shareholders
Percentage of current
Number of issued share capital
Name LiDCO Shares of LiDCO
Mr P Brewer 15,025,000 6.15%
Mrs PA Brewer 2,500,000 1.02%
Mr J Ede-Golightly 13,215,000 5.41%
Eiffel Investment Group 19,293,816 7.90%
Mr R Greenshields 8,899,550 3.64%
Herald Investment Management Limited 16,666,667 6.83%
Dr T O'Brien 5,479,628 2.24%
Vermeer Partners 7,021,850 2.88%
------------- ---------------------
Total 88,101,511 36.07%
------------- ---------------------
Recommendation of the LiDCO Directors
The LiDCO Directors, who have been so advised by Smith Square
Partners as to the financial terms of the Offer, consider the terms
of the Offer to be fair and reasonable. In providing its advice to
the LiDCO Directors, Smith Square Partners has taken into account
the commercial assessments of the LiDCO Directors. Smith Square
Partners is providing independent financial advice to the LiDCO
Directors for the purposes of Rule 3 of the Code.
Accordingly, the LiDCO Directors are unanimously recommending
that LiDCO Shareholders accept the Offer, as they, other than James
Wetrich, have done in respect of their own beneficial shareholdings
(or the shareholdings they control), such holdings amounting to
3,960,830 LiDCO Shares representing approximately 1.6 percent of
LiDCO's issued share capital . James Wetrich is both a resident in,
and citizen of, the United States (a Restricted Jurisdiction) and
as such he is not permitted to participate in the Offer in respect
of his own beneficial shareholding of 19,900 LiDCO Shares
representing approximately 0.01 percent of LiDCO's issued share
capital and has therefore not been able to provide an irrevocable
undertaking to accept the Offer or to accept the Offer.
Closing of the Offer and actions to be taken
The Offer will remain open for acceptances until 1.00 pm on 7
December 2020.
Should there be any further extension of the Offer, this will be
publicly announced by 8.00 a.m. (London time) on the Business Day
following the day on which the Offer is otherwise due to expire, or
such later time as the Panel may agree.
LiDCO Shareholders who have not yet accepted the Offer are
encouraged to do so without delay.
To accept the Offer in respect of LiDCO Shares held in
certificated form (i.e. LiDCO Shares NOT held in CREST), the Form
of Acceptance must be completed in accordance with the instructions
printed thereon and returned as soon as possible to Neville
Registrars Limited, Neville House, Steelpark Road, Halesowen, West
Midlands B62 8HD.
To accept the Offer in respect of LiDCO Shares held in
uncertificated form (i.e. LiDCO Shares held in CREST), acceptance
should be made electronically through CREST so that the relevant
TTE Instruction settles as soon as possible. If you are a CREST
sponsored member, you should refer to your CREST sponsor as only
your CREST sponsor will be able to send the necessary TTE
Instruction to Euroclear in relation to your LiDCO Shares.
Further details of the procedures for the acceptance of the
Offer are set out in paragraph 14 of the letter from Masimo in Part
II of the Offer Document and in Parts C and D of Appendix I of the
Offer Document.
A shareholder helpline is available for LiDCO Shareholders. If
you require assistance, please contact Neville Registrars on 0121
585 1131 from within the UK or, if calling from outside the UK, on
+44 121 585 1131, between 9.00 am and 5.00 pm Monday to Friday
(except UK public holidays). Calls to the helpline from outside the
UK will be charged at applicable international rates. Different
charges may apply to calls from mobile telephones and calls may be
recorded and randomly monitored for security and training purposes.
Please note that, for legal reasons, the helpline cannot provide
advice on the merits of the proposals or give any financial, legal
or tax advice.
Interests in LiDCO Shares
As at 1.00 pm on 23 November 2020, Masimo had received valid
acceptances of the Offer in respect of, or had acquired, in
aggregate, 183,170,458 LiDCO Shares, representing approximately
75.0 percent of the existing issued share capital of LiDCO. As set
out above, valid acceptances of the Offer have been received from
all LiDCO Shareholders who gave irrevocable undertakings to accept
the Offer.
Save as disclosed in this announcement:
(a) neither Masimo, Masimo Corporation, the Masimo Directors,
the Masimo Corporation Directors nor (in the case of the Masimo
Directors or the Masimo Corporation Directors) any of their close
relatives, related trusts or connected persons, nor any other
person acting in concert with Masimo, Masimo Corporation, nor any
person with whom Masimo, Masimo Corporation or any person acting in
concert with Masimo or Masimo Corporation had an arrangement, was
interested in, had any right to subscribe for, or had any short
position in relation to, any relevant securities of LiDCO nor had
any such person dealt in any relevant securities of LiDCO during
the disclosure period;
(b) neither Masimo, Masimo Corporation nor any person acting in
concert with Masimo or Masimo Corporation, had borrowed or lent
(including for these purposes any financial collateral arrangements
of a kind referred to in Note 4 on Rule 4.6 of the Code) any
relevant securities in LiDCO (save for any borrowed shares which
have been either on-lent or sold); and
(c) there is no arrangement relating to relevant securities in
LiDCO which exists between Masimo, Masimo Corporation or any person
acting in concert with Masimo or Masimo Corporation and any other
person, nor between LiDCO or any person acting in concert with
LiDCO and any other person.
AIM cancellation, re-registration of LiDCO and compulsory
acquisition
As set out in paragraph 11 of Part II of the Offer Document, if
the Offer becomes or is declared unconditional in all respects, and
subject to Masimo then owning 75 percent or more of the LiDCO
Shares, Masimo intends to procure the making of an application by
LiDCO for the cancellation of the admission to trading of LiDCO
Shares on AIM. Delisting would significantly reduce the liquidity
and marketability of any LiDCO Shares not assented to the
Offer.
Any transaction in the LiDCO Shares undertaken after the
cancellation of admission to trading on AIM will only be capable of
being undertaken by private sale.
It is also intended that, following the Offer becoming or being
declared unconditional in all respects and the admission to trading
on AIM of LiDCO Shares having been cancelled, LiDCO will be
re-registered as a private limited company under the relevant
provisions of the Companies Act.
If Masimo receives valid acceptances under the Offer in respect
of, or otherwise acquires, 90 percent or more of the LiDCO Shares
by nominal value to which the Offer relates and 90 percent or more
of the voting rights carried by LiDCO Shares to which the Offer
relates, Masimo intends to exercise its rights pursuant to the
provisions of Part 28 of the Companies Act to acquire compulsorily
the remaining LiDCO Shares, in respect of which the Offer has not
been accepted, on the same terms as the Offer.
Such cancellation and re-registration would significantly reduce
the liquidity and marketability of any LiDCO Shares in respect of
which the Offer has not been accepted at that time and their value
may be affected as a consequence. Any remaining LiDCO Shareholders
(unless their LiDCO Shares are acquired by Masimo pursuant to the
provisions of Part 28 of the Companies Act) would become minority
shareholders in a majority controlled private limited company and
they may therefore be unable to sell their LiDCO Shares. There can
be no certainty that LiDCO would pay any dividends or other
distributions or that such minority LiDCO Shareholders would again
be offered an opportunity to sell their LiDCO Shares on terms which
are equivalent to or no less advantageous than those under the
Offer .
Commenting on the Offer, Peter Grant, Chairman of LiDCO,
said:
"The Offer, which has been recommended unanimously by the LiDCO
Board, provides certainty to LiDCO Shareholders enabling them to
realise, in cash in the near term, the entire value of their
holdings at a significant premium to the price at which LiDCO
Shares have traded in the market over the past few years. Masimo
has now received valid acceptances of the Offer in respect of, and
has acquired, in aggregate, 183,170,458 LiDCO Shares, representing
approximately 75.0 percent of the existing issued share capital of
LiDCO and we recommend LiDCO Shareholders who have not yet done so
to accept the Offer."
Enquiries:
Masimo Tel: +1 949 297 7366
Rick Fishel (Director)
LiDCO Tel: +44 20 7749 1500
Peter Grant (Non-Executive Chairman)
Matt Sassone (Chief Executive Officer)
Tim Hall (Chief Financial Officer)
Cattaneo - Financial Adviser to Masimo Tel: +44 121 274 2296
and Masimo Corporation Tel: +44 121 274 2297
Charles Cattaneo
Martyn Pilley
Smith Square Partners - Financial Adviser Tel: +44 20 3696 7260
to LiDCO
John Craven
Matt Alexander
N+1 Singer - Nominated Adviser and Broker Tel: +44 20 7496 3600
to LiDCO
Aubrey Powell
George Tzimas
Important notice
Cattaneo Corporate Finance Solutions Limited is acting
exclusively as financial adviser to Masimo Corporation and Masimo
and no one else in connection with the Offer and will not be
responsible to any other person other than Masimo Corporation and
Masimo for providing the protections afforded to clients of
Cattaneo or for providing advice in relation to the Offer or any
matter referred to in this Announcement. Neither Cattaneo nor any
of its affiliates owes or accepts any duty, liability,
responsibility whatsoever (whether direct or indirect, whether in
contract, in tort, under statute or otherwise) to any person who is
not a client of Cattaneo in connection with the Offer and other
matters set out in this Announcement, any statement contained
herein or otherwise.
Smith Square Partners LLP, which is authorised and regulated by
the FCA in the United Kingdom, is acting exclusively for LiDCO and
no one else in connection with the Offer and will not be
responsible to anyone other than LiDCO for providing the
protections afforded to clients of Smith Square Partners or for
providing advice in connection with the Offer or any matter
referred to in this Announcement. Neither Smith Square Partners nor
any of its affiliates owes or accepts any duty, liability,
responsibility whatsoever (whether direct or indirect, whether in
contract, in tort, under statute or otherwise) to any person who is
not a client of Smith Square Partners in connection with the Offer
and other matters set out in this Announcement, any statement
contained herein or otherwise.
Nplus1 Singer Advisory LLP ("N+1 Singer"), which is authorised
and regulated by the FCA in the United Kingdom, is acting
exclusively for LiDCO in the capacity of nominated adviser and
broker and for no one else in connection with the Offer and will
not be responsible to anyone other than LiDCO for providing the
protections afforded to clients of N+1 Singer or for providing
advice in connection with the Offer or any matter referred to in
this Announcement. Neither N+1 Singer nor any of its affiliates
owes or accepts any duty, liability, responsibility whatsoever
(whether direct or indirect, whether in contract, in tort, under
statute or otherwise) to any person who is not a client of N+1
Singer in connection with the Offer and other matters set out in
this Announcement, any statement contained herein or otherwise.
Further information
Overseas jurisdictions
The availability of the Offer to persons who are not resident in
the United Kingdom, and the release, publication and distribution
of the Offer Document in jurisdictions other than the United
Kingdom, may be restricted by the laws of those other
jurisdictions.
Persons who are not resident in the United Kingdom into whose
possession the Offer Document comes should inform themselves about
and observe any applicable legal or regulatory requirements of
their relevant jurisdiction. Failure to comply with any such
restrictions may constitute a violation of the securities laws of
any such jurisdiction. In particular, the ability of persons who
are not resident in the United Kingdom to participate in the Offer
may be affected by the laws of the relevant jurisdictions in which
they are located.
Any person (including custodians, nominees and trustees) who
would, or otherwise intend to, or may have a legal or contractual
obligation to, forward the Offer Document and/or any related
document to any jurisdiction outside the United Kingdom, should
inform themselves of, and observe any applicable legal or
regulatory requirements of any relevant jurisdiction. If you are in
any doubt about your position, you should consult with your legal
adviser in the relevant jurisdiction without delay.
Disclosure requirements of the Code
Under Rule 8.3(a) of the Code, any person who is interested in
one percent 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 one percent 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.
Publication of this announcement
This announcement and the documents required to be published
pursuant to Rule 26 of the Code will be available free of charge,
subject to certain restrictions relating to persons resident in
Restricted Jurisdictions, on Masimo's website at
www.masimo.com/offerdocuments and on LiDCO's website at
www.lidcodocuments.com by no later than 12.00 noon on the Business
Day following this announcement.
Neither the content of any website referred to in this
announcement nor the content of any website accessible from
hyperlinks on such website is incorporated into, or forms part of,
this Announcement.
For the avoidance of doubt, the contents of these websites are
not incorporated into and do not form part of this announcement
unless otherwise stated herein. You may request a hard copy of this
announcement, and all future documents, announcements and
information in relation to the Offer, by writing to Neville
Registrars Limited, Neville House, Steelpark Road, Halesowen, West
Midlands, B62 8HD or by calling, between 9.00 am and 5.00 pm on
Monday to Friday (except UK bank holidays) on 0121 585 1131 (from
the UK) or +44 121 585 1131 (if calling from outside the UK).
Unless such a request is made, and save as otherwise required by
Rule 2.11 of the Code, a hard copy of this Announcement (and any
information incorporated by reference in it) will not be sent to
any person.
Time
All times shown in this announcement are London times, unless
otherwise stated.
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END
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November 24, 2020 02:00 ET (07:00 GMT)
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