TIDM0QSD TIDMCSRT
RNS Number : 8052A
Recipharm AB
24 January 2020
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD
CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT
JURISDICTION
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
FOR IMMEDIATE RELEASE
24 January 2020
Recommended Cash Offer
for
Consort Medical plc
by
Recipharm Holdings Limited
a directly wholly-owned subsidiary of Recipharm AB
Offer Extension and Acceptance Level Update
Introduction
On 6 December 2019, Recipharm published an offer document (the
"Offer Document") setting out the full terms and conditions of its
recommended cash offer to acquire the entire issued and to be
issued share capital of Consort. On 10 January 2020, Recipharm
announced that it was extending the Offer until 1.00 p.m. (London
time) on 23 January 2020 (the "Second Closing Date").
Extension of the Offer
The Offer, which remains subject to the terms and conditions set
out in the Offer Document and, in respect of Consort Shares in
certificated form, the Form of Acceptance, is being extended and
will remain open for acceptances until 1.00 p.m. (London time) on 4
February 2020, being Day 60 of the Offer timetable.
Recipharm therefore urges all Consort Shareholders who have not
yet accepted the Offer and who wish to do so to take action to
accept the Offer as soon as possible. Details of the procedure for
doing so are set out below and in the Offer Document.
Actions to be taken
Consort Shareholders who have not yet accepted the Offer are
urged to do so as soon as possible and by the following
deadlines:
-- If you hold your Consort Shares, or any of them, in
certificated form (that is, not in CREST), you should complete and
return a Form of Acceptance as soon as possible and in any event so
as to be received by the Receiving Agent, Computershare, by no
later than 1.00 p.m. (London time) on 4 February 2020.
-- If you hold your Consort Shares, or any of them, in
uncertificated form (that is, in CREST) you should follow the
procedure for Electronic Acceptance through CREST so that the TTE
instruction settles as soon as possible and in any event by no
later than 1.00 p.m. (London time) on 4 February 2020. If you hold
your Consort Shares as 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.
Full details on how to accept the Offer are set out in the Offer
Document and, in respect of Consort Shares in certificated form, in
the Form of Acceptance. The Offer Document is available, subject to
certain restrictions relating to persons resident in a Restricted
Jurisdiction, on Recipharm's website
(www.recipharm.com/investor-relations) and Consort's website
(www.consortmedical.com/investor-centre/).
Consort Shareholders with any questions relating to this
announcement or the completion and return of the Form of Acceptance
or the making of an Electronic Acceptance (as the case may be)
should contact the Receiving Agent, Computershare, between 9.00
a.m. and 5.00 p.m. Monday to Friday (except UK public holidays) on
0370 702 0000 from within the United Kingdom (or +44 370 702 0000
if calling from outside the United Kingdom). Calls may be recorded
and randomly monitored for security and training purposes. The
helpline cannot provide advice on the merits of the Offer nor give
any financial, legal or tax advice.
Levels of Acceptances
As at 1.00 p.m. (London time) on 23 January 2020, being the
Second Closing Date, Recipharm had received valid acceptances of
the Offer in respect of 13,580,645 Consort Shares representing
approximately 27.5 per cent. of the existing issued share capital
of Consort, which Recipharm may count towards the acceptance
condition of the Offer. Of these acceptances, acceptances had been
received in respect of a total of 81,172 Consort Shares,
representing in aggregate, approximately 0.2 per cent. of the
existing issued share capital of Consort, which were subject to
irrevocable undertakings given by Consort Directors to accept the
Offer received by Recipharm. None of these acceptances have been
received from persons acting in concert with Recipharm. Recipharm
has no outstanding irrevocable undertakings.
In addition to these acceptances, Recipharm announced on 22
January 2020 that it had acquired 5,000,000 Consort Shares,
representing approximately 10.1 per cent. of the existing issued
share capital of Consort.
Save as disclosed above, neither Recipharm nor any person acting
in concert with Recipharm has:
a) any interest in, or right to subscribe in respect of, or any
short position in relation to Consort relevant securities,
including any short position under a derivative, any agreement to
sell or any delivery obligation or right to require another person
to purchase or take delivery of Consort relevant securities; or
b) borrowed or lent any Consort relevant securities (including
any financial collateral arrangements), save for any borrowed
shares which have been either on-lent or sold.
Accordingly, as at 1.00 p.m. (London time) on 23 January 2020,
Recipharm either owned or had received valid acceptances of the
Offer in respect of a total of 18,580,645 Consort Shares
representing approximately 37.6 per cent. of the existing issued
share capital of Consort, which Recipharm may count towards the
acceptance condition of the Offer.
The percentages of Consort Shares referred to in this
announcement are based on a figure of 49,364,234 Consort Shares in
issue on 22 January 2020.
Unless otherwise stated, the terms used in this announcement
have the same meanings as given to them in the Offer Document.
The person responsible for making this notification is Tobias
Hägglöv, Chief Financial Officer of Recipharm AB
Further information
This announcement is for information purposes only and 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 Offer or otherwise nor shall there be
any sale, issuance or transfer of securities of Consort in any
jurisdiction in contravention of applicable law.
The Offer is being implemented solely by means of the Offer
Document and, in respect of Consort Shares held in certificated
form, the Form of Acceptance accompanying the Offer Document, which
contains the full terms and conditions of the Offer including
details of how to accept the Offer. Any approval, acceptance,
decision or other response to the Offer should be made only on the
basis of information in the Offer Document, and in respect of
Consort Shares held in certificated form, the Form of Acceptance.
Consort Shareholders are strongly advised to read the formal
documentation in relation to the Offer and each Consort Shareholder
is urged to consult its independent professional adviser
immediately regarding the tax consequences to it (or its beneficial
owners) of the Offer.
Overseas Shareholders
This announcement has been prepared in accordance with English
law, the Takeover Code, the Market Abuse Regulation and the
Disclosure Guidance and Transparency Rules and information
disclosed may not be the same as that which would have been
prepared in accordance with the laws of jurisdictions outside
England. The statements contained in this announcement are made as
at the date of this announcement, unless some other time is
specified in relation to them, and there shall be no implication
that there has been no change in the facts set forth in this
announcement since such date.
The Offer is subject to the applicable rules and regulations of
the FCA, the London Stock Exchange and the Takeover Code.
The release, publication or distribution of this announcement in
jurisdictions other than the United Kingdom and the availability of
the Offer to Consort Shareholders who are not resident in 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 or Consort
Shareholders who are not resident in the United Kingdom will need
to inform themselves about, and observe, any applicable legal or
regulatory requirements. Any failure to comply with such
requirements 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 Offer
disclaim any responsibility or liability for the violation of such
restriction by any person.
Unless otherwise determined by Consort or required by the
Takeover Code and permitted by applicable law and regulation, the
Offer is not being, and will not be, made available, directly or
indirectly, in or into or by the use of the mails of, or by any
other means or instrumentality (including, without limitation, by
mail, telephonically or electronically by way of internet,
facsimile, telex or otherwise) of interstate or foreign commerce
of, or any facilities of a national state or other securities
exchange of any Restricted Jurisdiction, and the Offer will not be
capable of acceptance by any such use, means, instrumentality or
otherwise or from within any Restricted Jurisdiction.
Accordingly, unless otherwise determined by Recipharm or
required by the Takeover Code and permitted by applicable law and
regulation, copies of this announcement and formal documents
relating to the Offer will not be, and must not be, directly or
indirectly, mailed, transmitted or otherwise forwarded, distributed
or sent in, into or from any Restricted Jurisdiction and persons
receiving this announcement (including, without limitation, agents,
custodians, nominees and trustees) must not, directly or
indirectly, mail or otherwise forward, distribute or send it in,
into or from such jurisdiction. Any person (including, without
limitation, any agent, custodian, nominee and trustee) who would,
or otherwise intends to, or who may have a contractual or legal
obligation to, forward this announcement and/or any other related
document to any jurisdiction outside the United Kingdom should
inform themselves of, and observe, any applicable legal or
regulatory requirements of their jurisdiction.
Notice to US holders of Consort Shares
The Offer relates to shares of a UK company and is being
effected by means of a contractual takeover offer under the
Takeover Code and under the laws of England and Wales. The Offer
will be made in the United States pursuant to all applicable laws
and regulations, including, to the extent applicable, Section 14(e)
and Regulation 14E under the US Exchange Act of 1934 (the "US
Exchange Act") and otherwise in accordance with the requirements of
the Takeover Code. Accordingly, the Offer will be subject to
disclosure and other procedural requirements, including with
respect to withdrawal rights, offer timetable, settlement
procedures and timing of payments that are different from those
applicable under US domestic tender offer procedures and law. The
Offer is being made in the United States by Recipharm and no one
else.
Furthermore, the payment and settlement procedure with respect
to the Offer will comply with the relevant United Kingdom rules,
which differ from US payment and settlement procedures,
particularly with regard to the date of payment of
consideration.
In accordance with, and to the extent permitted by, the Takeover
Code and normal UK market practice, Lazard & Co., Limited, Peel
Hunt LLP and their respective affiliates may continue to act as
exempt fund managers, exempt principal traders or exempt market
makers in relation to Consort Shares on the London Stock Exchange
and will engage in certain other purchasing activities consistent
with their respective normal and usual practice and applicable law,
as permitted by Rule 14e-5(b)(9) under the US Exchange Act. In
addition, in compliance with the Takeover Code and to the extent
permitted under Rule 14e-5(b) under the US Exchange Act, Recipharm,
certain affiliated companies or their respective nominees, or
brokers (acting as agents) may from time to time make certain
purchases of, or arrangements to purchase, Consort securities other
than pursuant to any such Offer, either in the open market at
prevailing prices or through privately negotiated purchases at
negotiated prices outside the United States before or during the
period in which the Offer remains open for acceptance (or, if the
Acquisition is implemented by way of a scheme, until the date on
which the scheme becomes effective, lapses or is otherwise
withdrawn). To the extent required by Rule 14e 5(b)(12), such
purchases, or arrangements to purchase, must comply with English
law, the Takeover Code and the Listing Rules. Any information about
such purchases will be disclosed to the Takeover Panel and, to the
extent that such information is required to be publicly disclosed
in the United Kingdom in accordance with applicable regulatory
requirements, will be made available to all investors (including US
investors) via the Regulatory Information Service on the London
Stock Exchanges website, www.londonstockexchange.com.
Financial information included in the Offer Document has been or
will be prepared in accordance with accounting standards applicable
in the United Kingdom and 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.
Neither the United States Securities and Exchange Commission nor
any United States state securities commission has approved or
disapproved of the Offer, or passed comment upon the adequacy or
completeness of this announcement or the Offer Document. Any
representation to the contrary is a criminal offence in the United
States.
The receipt of cash pursuant to the Offer by a US holder as
consideration for the transfer of its Consort Shares pursuant to
the Offer will likely be a taxable transaction for United States
federal income tax purposes and under applicable United States
state and local, as well as foreign and other, tax laws. Each
Consort Shareholder is urged to consult his or her independent
professional adviser immediately regarding the tax consequences of
the Offer applicable to him or her.
It may be difficult for US holders of Consort securities to
enforce their rights and any claim arising out of the US federal
securities laws, since Recipharm and Consort are located outside of
the United States, and some or all of their officers and directors
may be resident outside of the United States. US holders of Consort
securities may not be able to sue a foreign company or its officers
or directors in a foreign court for violations of the US securities
laws. Further, it may be difficult to compel a foreign company and
its affiliates to subject themselves to a US court's judgment.
There is substantial doubt as to the enforceability in the United
Kingdom of original actions, or of actions for enforcement of
judgments of US courts, based on civil liability provisions of US
federal securities laws and judgment of a US court.
No offer to acquire securities or to exchange securities for
other securities has been made, or will be made, directly or
indirectly, in or into, or by the use of the mails of, or by any
means or instrumentality of interstate or foreign commerce or any
facilities of a national securities exchange of, the United States
or any other country in which such offer may not be made other
than: (i) in accordance with the tender offer requirements under
the US Exchange Act, or the securities laws of such other country,
as the case may be: or (ii) pursuant to an available exemption from
such requirements.
Disclosure requirements of the Takeover Code
Under Rule 8.3(a) of the Takeover Code, any person who is
interested in 1 per cent. 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 on the 10th Business Day following
the commencement of the Offer Period and, if appropriate, by no
later than 3.30 pm 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 Takeover Code, any person who is, or
becomes, interested in 1 per cent. 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 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 Takeover 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 Takeover 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.
Publication on Website
A copy of this announcement and the documents required to be
published by Rule 26 of the Takeover Code will be available,
subject to certain restrictions relating to persons resident in
Restricted Jurisdictions, on Recipharm's website at
www.recipharm.com/investor-relations and Consort's website at
(www.consortmedical.com/investor-centre/) by no later than 12 noon
(London time) on the Business Day following this announcement. For
the avoidance of doubt, the content of the websites referred to in
this announcement is not incorporated into and does not for part of
this announcement.
Rounding
Certain figures included in this announcement have been
subjected to rounding adjustments. Accordingly, figures shown for
the same category presented in different tables may vary slightly
and figures shown as totals in certain tables may not be an
arithmetic aggregation of figures that precede them.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
OUPBZLBLBFLLBBD
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