TIDMAU. TIDMTTM
RNS Number : 1689Q
Autonomy Corporation PLC
14 October 2011
FOR IMMEDIATE RELEASE
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION (DIRECTLY OR
INDIRECTLY), IN WHOLE OR IN PART, IN, INTO OR FROM ANY JURISDICTION
WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF ANY RELEVANT LAWS OF
THAT JURISDICTION
14 October 2011
Recommended cash offer by HEWLETT-PACKARD VISION B.V. an
indirect wholly-owned subsidiary of Hewlett-Packard Company for
AUTONOMY CORPORATION PLC
OFFER UPDATE - COMPULSORY ACQUISITION AND DELISTING
Introduction
On 18 August 2011, the Board of Hewlett-Packard Company ("HP")
and the Board of Autonomy Corporation plc ("Autonomy") announced
the terms of a recommended cash offer (the "Offer") by
Hewlett-Packard Vision B.V. ("HP Vision"), an indirect wholly-owned
subsidiary of HP, to acquire the entire issued and to be issued
share capital of Autonomy. The full terms of, and conditions to,
the Offer and the procedure for acceptance were set out in the
offer document issued by HP Vision on 22 August 2011 (the "Offer
Document").
The Offer was declared wholly unconditional on 3 October
2011.
Level of Acceptance and Compulsory Acquisition
As at 1:00 p.m. (London time) on 13 October 2011, HP Vision had
received valid acceptances from Autonomy Shareholders in respect of
240,133,442 Autonomy Shares (representing approximately 96.32 per
cent. in value of, and 96.32 per cent. of the voting rights carried
by, the shares to which the Offer relates). Accordingly, such valid
acceptances having been received, as set out in paragraph 14 of
Part II of the Offer Document, HP Vision confirms that it intends
to commence the exercise of its rights pursuant to Sections 974 to
991 of the Companies Act to acquire compulsorily, on the same terms
as the Offer, the remaining Autonomy Shares in respect of which the
Offer has not been accepted. HP Vision intends to commence posting
of formal notices to relevant Autonomy shareholders under section
979 shortly. The compulsory acquisition procedure is currently
expected to conclude by December 2011.
Procedure for acceptance of the Offer
The Offer will remain open until further notice and at least 14
days' notice will be given of the closing of the Offer.
Autonomy Shareholders who have not yet accepted the Offer are
urged to do so immediately.
To accept the Offer in respect of Autonomy Shares held in
certificated form, Autonomy Shareholders must complete, sign and
return the Form of Acceptance, together with their share
certificate(s) or other relevant document(s) of title, in
accordance with the instructions contained therein and set out in
the Offer Document.
To accept the Offer in respect of Autonomy Shares held in
uncertificated form (that is, in CREST), Autonomy Shareholders must
follow the procedure for electronic acceptance through CREST in
accordance with the instructions set out in the Offer Document. If
Autonomy Shareholders hold their Autonomy Shares as a CREST
sponsored member, they should refer to their CREST sponsor as only
their CREST sponsor will be able to send the necessary TTE
Instruction to Euroclear.
Delisting and re-registration as a private company
Following the Offer being declared wholly unconditional on 3
October 2011, and sufficient acceptances under the Offer having
been received, Autonomy confirms that the 20 Business Days' notice
period for the cancellation of the listing of Autonomy Shares on
the Official List and the trading on the London Stock Exchange for
listed securities has commenced. It is anticipated that
cancellation of listing and trading will take effect on or shortly
after 8.00 a.m. (London time) on 14 November 2011. It is also
proposed that, after Autonomy Shares are delisted, Autonomy will be
re-registered as a private company under the relevant provisions of
the Companies Act.
Autonomy Shareholders should note that cancellation of the
listing is likely to significantly reduce the liquidity and
marketability of any Autonomy Shares in respect of which the Offer
has not been accepted. As such, Autonomy Shareholders who have not
yet accepted the Offer are urged to do so immediately.
Convertible Bond Offer
On 26 August 2011, the Board of HP announced that the
convertible bond offer document (the "Convertible Bond Offer
Document") containing the proposals made to holders of Autonomy
Convertible Bonds ("Autonomy Convertible Bondholders") in
accordance with Rule 15 of the City Code (the "Convertible Bond
Offer") was made available to Autonomy Convertible Bondholders
through Euroclear Bank and Clearstream Banking.
The Convertible Bond Offer, which remains subject to the terms
and conditions set out in the Convertible Bond Offer Document,
currently remains open for acceptance until the next closing date
which is 1:00 p.m. (London time) on 17 October 2011.
Autonomy Convertible Bondholders who have not yet accepted the
Convertible Bond Offer are urged to do so immediately.
Publication on website
In accordance with Rule 19.11 of the Code, a copy of this
announcement will be made available, subject to certain
restrictions relating to persons resident in Restricted
Jurisdictions, for inspection on HP's website at
http://www.hp.com/investor/offerdocuments and Autonomy's website at
http://news.autonomy.com by no later than 12 noon (London time) on
17 October 2011. Copies of the Offer Document, Form of Acceptance
and Convertible Bond Offer Document are also available for
inspection on both websites.
Capitalised terms used but not defined in this announcement
shall have the meaning given to them in the Offer Document.
Enquiries:
For HP Vision Tel: +44 (0) 20 7623 2323
Barclays Capital
(joint financial adviser and corporate
broker to HP and HP Vision)
Richard Taylor
Matthew Smith
Alisdair Gayne (Corporate Broking)
For Autonomy Tel: +44 (0) 20 710 45700
Autonomy
Derek Brown (Head of Investor
Relations)
Qatalyst Partners
(lead financial adviser to Autonomy)
Jean Tardy-Joubert Tel: +44 (0) 20 3159 4055
Nadja Gehriger
Brunswick Group
(joint public relations adviser
to Autonomy)
Richard Jacques Tel: +44 (0) 7974 982557
Chris Blundell Tel: +44 (0) 7974 982408
FTI Consulting
(joint public relations adviser
to Autonomy)
Edward Bridges Tel: +44 (0) 20 7831 3113
Marc Cohen
IMPORTANT NOTICE
This announcement is not intended to and does not constitute, or
form any part of, an offer to sell or subscribe for or an
invitation to purchase or subscribe for any securities or the
solicitation of an offer to purchase or subscribe for any
securities pursuant to the Offer, the Convertible Bond Offer or
otherwise. The Offer is being made solely through the Offer
Document and (in respect of Autonomy Shares held in certificated
form) the Form of Acceptance, which together contain the full terms
and conditions of the Offer, including details of how to accept the
Offer. Any acceptance or other response to the Offer should be made
only on the basis of the information contained in the Offer
Document and (in respect of Autonomy Shares held in certificated
form) the Form of Acceptance. The Convertible Bond Offer will be
made solely through the Convertible Bond Offer Document, which
contains the full terms and conditions of the Convertible Bond
Offer, including details of how to accept the Convertible Bond
Offer. Any acceptance or other response to the Convertible Bond
Offer should be made only on the basis of the information contained
in the Convertible Bond Offer Document and the Offer Document.
Barclays Capital, which is authorised and regulated in the
United Kingdom by the Financial Services Authority, is acting
exclusively for HP and HP Vision and no one else in connection with
the Offer and the Convertible Bond Offer and will not be
responsible to anyone other than HP and HP Vision for providing the
protections afforded to its clients or for providing advice in
relation to the Offer, the Convertible Bond Offer or in relation to
the contents of this announcement or any transaction or any other
matters referred to herein.
Perella Weinberg Partners, which, through its affiliate Perella
Weinberg Partners UK LLP, is authorised and regulated in the United
Kingdom by the Financial Services Authority, is acting exclusively
for HP and HP Vision and no one else in connection with the Offer
and the Convertible Bond Offer and will not be responsible to
anyone other than HP and HP Vision for providing the protections
afforded to its clients or for providing advice in relation to the
Offer, the Convertible Bond Offer or in relation to the contents of
this announcement or any transaction or any other matters referred
to herein.
Qatalyst Partners, which is authorised and regulated in the
United Kingdom by the Financial Services Authority, is acting
exclusively for Autonomy and no one else in connection with the
Offer and the Convertible Bond Offer and will not be responsible to
anyone other than Autonomy for providing the protections afforded
to its clients or for providing advice in relation to the Offer,
the Convertible Bond Offer or in relation to the contents of this
announcement or any transaction or any other matters referred to
herein.
Citigroup Global Markets Limited which is authorised and
regulated in the United Kingdom by the Financial Services
Authority, is acting exclusively for Autonomy and no one else in
connection with the Offer and will not be responsible to anyone
other than Autonomy for providing the protections afforded to its
clients or for providing advice in relation to the Offer or in
relation to the contents of this announcement or any transaction or
any other matters referred to herein.
Goldman Sachs International, which is authorised and regulated
in the United Kingdom by the Financial Services Authority, is
acting exclusively for Autonomy and no one else in connection with
the Offer and will not be responsible to anyone other than Autonomy
for providing the protections afforded to its clients or for
providing advice in relation to the Offer or in relation to the
contents of this announcement or any transaction or any other
matters referred to herein.
J.P. Morgan Limited which is authorised and regulated in the
United Kingdom by the Financial Services Authority, is acting
exclusively for Autonomy and no one else in connection with the
Offer and will not be responsible to anyone other than Autonomy for
providing the protections afforded to its clients or for providing
advice in relation to the Offer or in relation to the contents of
this announcement or any transaction or any other matters referred
to herein.
Merrill Lynch International, which is authorised and regulated
in the United Kingdom by the Financial Services Authority, is
acting exclusively for Autonomy and no one else in connection with
the Offer and will not be responsible to anyone other than Autonomy
for providing the protections afforded to its clients or for
providing advice in relation to the Offer or in relation to the
contents of this announcement or any transaction or any other
matters referred to herein.
UBS Limited, which is authorised and regulated in the United
Kingdom by the Financial Services Authority, is acting exclusively
for Autonomy and no one else in connection with the Offer and will
not be responsible to anyone other than Autonomy for providing the
protections afforded to its clients or for providing advice in
relation to the Offer or in relation to the contents of this
announcement or any transaction or other matters referred to
herein.
OVERSEAS SHAREHOLDERS
The release, publication or distribution of this announcement in
jurisdictions other than the United Kingdom or the United States
may be restricted by law and therefore any persons who are not
resident in the United Kingdom or the United States, or who are
subject to the laws or regulations of any jurisdiction other than
the United Kingdom or the United States, should inform themselves
about, and observe, any applicable requirements. Any failure to
comply with the applicable requirements may constitute a violation
of the laws and/or regulations of any such jurisdiction.
The availability of the Offer to Autonomy Shareholders and the
Convertible Bond Offer to Autonomy Convertible Bondholders who are
resident in jurisdictions other than the United Kingdom or the
United States may be restricted by the laws or regulations of those
jurisdictions. Any Autonomy Shareholders who are not resident in
the United Kingdom or the United States or who are subject to the
laws or regulations of any jurisdiction other than the United
Kingdom or the United States, should inform themselves about, and
observe, any applicable requirements. Any failure to comply with
the applicable requirements may constitute a violation of the laws
and/or regulations of any such jurisdiction.
In particular, copies of this announcement and any formal
documentation relating to the Offer and the Convertible Bond Offer
are not being, and must not be, directly or indirectly, mailed or
otherwise forwarded, distributed or sent in, into or from any
Restricted Jurisdiction. Persons receiving such documents
(including custodians, nominees and trustees) should observe these
restrictions and should not mail or otherwise forward, distribute
or send such documents, in or into or from Restricted Jurisdictions
as doing so may invalidate any purported acceptance of the Offer or
the Convertible Bond Offer.
This announcement has been prepared for the purposes of
complying with English law and the City 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 and regulations of any jurisdiction outside of the United
Kingdom.
The receipt of cash pursuant to the Offer by Autonomy
Shareholders may be a taxable transaction under applicable
national, state and local, as well as foreign and other tax laws.
Each Autonomy Shareholder is urged to consult his or her
independent professional adviser regarding the tax consequences of
acceptance of the Offer.
NOTICE TO US INVESTORS
The Offer and Convertible Bond Offer are being made for
securities of a United Kingdom company and Autonomy Shareholders
and Autonomy Convertible Bondholders in the United States should be
aware that this announcement, the Offer Document, the Convertible
Bond Offer Document and any other documents relating to the Offer
or Convertible Bond Offer have been or will be prepared in
accordance with the City Code and United Kingdom disclosure
requirements, format and style, all of which differ from those in
the United States. Autonomy's financial statements and all
financial information that is included in this announcement, or
that may be included in the Offer Document, Convertible Bond Offer
Document or any other documents relating to the Offer or
Convertible Bond Offer, have been or will be prepared in accordance
with United Kingdom generally accepted accounting principles and
International Financial Reporting Standards and may not be
comparable to financial statements of United States companies.
The Offer, which is open to Autonomy Shareholders in the United
States, and the Convertible Bond Offer, which is open to Autonomy
Convertible Bondholders in the United States, will be subject to a
limited extent to US tender offer rules and securities laws
(Regulation 14E), and will otherwise be made in accordance with the
requirements of the City Code, the Panel, the London Stock Exchange
and the Financial Services Authority. Accordingly, the Offer and
the Convertible Bond 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 generally applicable under
United States domestic tender offer procedures and law. In the
United States, the Offer and the Convertible Bond Offer will be
deemed made solely by HP Vision and not by any of its financial
advisers.
Autonomy is a company incorporated under the laws of England and
Wales. The directors of Autonomy are residents of countries other
than the United States. As a result, it may not be possible for
Autonomy Shareholders or Autonomy Convertible Bondholders in the
United States to effect service of process within the United States
upon Autonomy or its officers or directors or to enforce against
any of them judgements of the United States predicated upon the
civil liability provisions of the federal securities laws of the
United States. It may not be possible to sue Autonomy or its
officers or directors in a non-US court for violations of the
United States securities laws. There is also substantial doubt as
to enforceability in the United Kingdom in original actions, or in
actions for the enforcement of judgments of United States courts,
based on the civil liability provisions of United States federal
securities laws.
In accordance with the City Code and normal United Kingdom
market practice and pursuant to Rule 14e-5(b)(12) under the United
States Securities Exchange Act of 1934, as amended (the "Exchange
Act"), HP Vision or its nominees or brokers (acting as agents) may
from time to time make certain purchases of, or arrangements to
purchase, Autonomy Shares outside the United States, otherwise than
pursuant to the Offer, before or during the period in which the
Offer remains open for acceptance, such as in open market purchases
at prevailing prices or privately negotiated purchases at
negotiated prices. In the event that HP Vision or its nominees or
brokers (acting as agents) purchase or make arrangements to
purchase Autonomy Shares for a consideration greater than the Offer
Price, the Offer Price will be increased to match the higher price
paid outside the Offer. In addition, HP Vision or its nominees or
brokers (acting as agents) may from time to time make certain
purchases of, or arrangements to purchase, Autonomy Convertible
Bonds outside the United States, otherwise than pursuant to the
Convertible Bond Offer, before or during the period in which the
Convertible Bond Offer remains open for acceptance, such as in open
market purchases at prevailing prices or privately negotiated
purchases at negotiated prices. In the event that HP Vision or its
nominees or brokers (acting as agents) purchase or make
arrangements to purchase Autonomy Convertible Bonds for a
consideration greater than the Change of Control Amount, the Change
of Control Amount will be increased to match the higher price paid
outside the Convertible Bond Offer.
Such purchases, or arrangements to purchase, will comply with
all applicable United Kingdom rules, including the City Code and
the rules of the London Stock Exchange. In addition, in accordance
with the City Code, normal United Kingdom market practice and Rule
14e-5(b)(12) under the Exchange Act, Barclays Capital will continue
to act as an exempt principal trader in Autonomy securities on the
London Stock Exchange. These purchases may occur in the open market
or as privately negotiated transactions.
Information regarding such purchases and activities which is
required to be made public in the United Kingdom pursuant to the
City Code will be reported to a Regulatory Information Service and
will be available to all investors (including US investors) on the
London Stock Exchange website at www.londonstockexchange.com.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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