RNS Number:3454R
EMC Computer Systems (UK) Limited
01 April 2008
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 IN THAT JURISDICTION.
April 1, 2008
RECOMMENDED CASH OFFER OF 23.1 PENCE PER SHARE FOR CONCHANGO PLC ("CONCHANGO")
BY EMC COMPUTER SYSTEMS (UK) LIMITED ("EMC")
Summary
* The Boards of Conchango and EMC are pleased to announce that they have
reached agreement on the terms of a recommended cash offer of 23.1 pence
(the "Offer Price") per Conchango Share for the entire issued and to be
issued share capital of Conchango.
* The Offer values the entire issued and to be issued share capital of
Conchango at approximately �42.0 million.
* The Offer Price represents:
* a premium of approximately 44% to the Closing Price of 16.0 pence per
Conchango Share on March 31, 2008, being the last Business Day prior to the date
of this announcement; and
* a premium of approximately 24% to the average Closing Price of 18.7
pence per Conchango Share for the period commencing on January 15, 2008, being
the date of admission of Conchango to AIM and ended on March 31, 2008, being the
last Business Day prior to the date of this announcement.
* The Conchango Directors, who have been so advised by FinnCap,
unanimously consider the terms of the Offer to be fair and reasonable. In
providing such advice, FinnCap has taken into account the commercial
assessments of the Conchango Directors. Accordingly, the Conchango Directors
will unanimously recommend to Conchango Shareholders that they accept the
Offer, as the Conchango Directors have themselves irrevocably undertaken to
do in respect of their own beneficial holdings of 123,765,336 Conchango
Shares in aggregate, representing 68.4% of the Issued Share Capital.
* EMC has received further irrevocable undertakings to accept or procure
the acceptance of the Offer from Southwind Limited, Colin Bird, Herald
Investments Management Limited, Iyas Alqasem, Chris Saul and Williams de
Broe in respect of their holdings of 12,152,472, 2,826,447, 2,365,000,
1,732,258, 1,578,185 and 1,283,000 Conchango Shares, respectively,
representing 21,937,362 Conchango Shares, in aggregate and, approximately
12.1% of the Issued Share Capital.
* Accordingly, EMC has received irrevocable undertakings in respect of, in
aggregate, 145,702,698 Conchango Shares, representing approximately 80.5% of
the Issued Share Capital. These irrevocable undertakings will remain binding
in the event of a competing offer being made for Conchango, and will cease
to be binding only if the Offer lapses or is withdrawn.
* If the Offer becomes or is declared wholly unconditional, Michael
Altendorf and Richard Thwaite have agreed that EMC shall withhold the Escrow
Amount from the consideration otherwise payable to them and place such
amount in a stakeholders' account. The Escrow Amount shall become payable to
Michael Altendorf and Richard Thwaite upon the satisfaction of certain
revenue targets for the business in the 20 months after the closing of the
Offer. EMC shall also be entitled to draw upon the Escrow Amount if there is
a breach of certain warranties or indemnities given by Michael Altendorf and
Richard Thwaite to EMC.
* Separately today, Conchango announced its results for the year ended
December 31, 2007.
* With 2007 revenues of $13.23 billion and approximately 37,700 employees,
EMC Corporation, EMC's ultimate parent company, is the world's leading
developer and provider of information infrastructure technology and
solutions that enable organisations of all sizes to transform the way they
compete and create value from their information. EMC Corporation is listed
on the New York Stock Exchange and is a component of the S&P 500 Index.
* Conchango is a growing consultancy and systems integrator which
specialises in innovative technologies. Conchango provides clients with
complete solutions through business consulting, business intelligence,
enterprise architecture and systems integration, assisting customers to
deliver value from emerging digital channels. Conchango was admitted to AIM
on January 15, 2008.
* Conchango offers a strong strategic fit with EMC Corporation's growing
Global Services business, through the expansion of EMC Corporation's
international footprint, and through Conchango's expertise in technology
consulting to customers in the United Kingdom and across Europe. In
particular, Conchango's complementary Microsoft consulting services
capability will enhance EMC Corporation's existing U.S. and international
practice in this area. The combination of EMC Corporation's global reach and
Conchango's strong reputation and presence in the United Kingdom will
deliver benefits to both businesses' current and future customers and
stakeholders, and will reinforce EMC Corporation's end-to-end information
infrastructure offerings.
* EMC expects the Offer to become wholly unconditional immediately
following the posting of the Offer Document, which may enable Conchango
Shareholders who wish to dispose of their Conchango Shares for capital gains
tax purposes during the present tax year to do so.
Commenting on the Offer, Howard Elias, President, EMC Global Services and
Resource Management Software Group, said:
"We believe this offer represents a fair value for Conchango shareholders and a
tremendous opportunity to accelerate and expand Conchango's technology
consulting services in the UK and over time, throughout Europe. The addition of
Conchango will mark another key milestone in the evolution of EMC's rapidly
growing consulting services organisation, significantly expanding our global
capabilities to design, build and deliver integrated solutions for our
customers' most critical business applications. Conchango and its talented
employees have a proven track record of delivering many of the United Kingdom's
largest data integration projects using highly scalable tools and methodologies.
By combining Conchango with our own well-established Microsoft consultancy
practice begun in the U.S., we will be well-positioned to further expand our
joint capabilities to more customers and establish a strong foundation for a
growing consultancy practice in the UK and throughout Europe."
Richard Thwaite, co-founder and joint Managing Director of Conchango, commenting
on behalf of Conchango, said:
"Conchango has had a tremendous few years, where we have seen the return on our
strategy of helping enterprise clients in our target sectors make the most of
the rapidly evolving technology landscape. By helping our clients to be
successful we have grown our business to be one of the leaders in the UK and the
next stage in our strategy is to expand upon this success in new markets. We are
thrilled to become part of EMC which gives us the platform for expansion
throughout Europe and also access to the expertise and wider resources of the
global EMC team. We look forward to this next exciting stage in our development
and the benefits we believe it will bring to our clients, our employees and our
business partners."
Enquiries:
EMC
Michael Gallant, Tel: +1 508 293 6357 (Media relations)
EMC Investor Relations, Tel +1 866 362 6973 (Investor relations)
Investec Bank (UK) Limited (Financial adviser to EMC)
Tel: +44 (0) 207 597 5117
Ben Poynter
Andrew Pinder
Conchango
Tel: +44 (0) 1784 222 222
Alan Griffin
FinnCap (Financial adviser to Conchango)
Tel: +44 (0) 207 600 1658
Geoff Nash
Clive Carver
The above summary should be read in conjunction with, and is subject to, the
full text of this announcement. Terms used in the summary have the meaning given
to them in Appendix III to this announcement.
This announcement is not intended to and does not constitute, or form any part
of, any offer to sell or any solicitation of any offer to purchase or subscribe
for any securities or the solicitation of any vote or approval in any
jurisdiction. Any acceptance or other response to the Offer should be made only
on the basis of the information contained or referred to in the Offer Document
and the Form of Acceptance. The laws of relevant jurisdictions may affect the
availability of the Offer to persons not resident in the United Kingdom. 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 inform themselves about
and observe any applicable legal or regulatory requirements of their
jurisdiction. The Offer Document will be available for public inspection.
Unless otherwise determined by EMC, the Offer will not be made, directly or
indirectly, in, into or from or by the use of mails of, or by any means of
instrumentality (including, without limitation, telephonically or
electronically) of interstate or foreign commerce of, or through any facilities
of a national securities exchange of any jurisdiction if to do so would
constitute a violation of the relevant laws of such jurisdiction and the Offer,
when made, should not be accepted by any such use, means, instrumentality or
facilities or from or within any such jurisdiction.
Accordingly, copies of this announcement are not being, and must not be, mailed
or otherwise forwarded, distributed or sent in, into or from any jurisdiction if
to do so would constitute a violation of the relevant laws of such jurisdiction
and persons receiving this announcement (including, without limitation,
custodians, nominees and trustees) must not mail or otherwise forward,
distribute or send it in, into or from any such jurisdiction. Doing so may
render invalid any purported acceptance of the Offer.
Investec, which is authorised and regulated in the United Kingdom by the
Financial Services Authority, is acting exclusively for EMC and no one else in
connection with the Offer and will not be responsible to anyone other than EMC
for providing the protections afforded to its customers or for providing advice
in relation to the Offer, the contents of this announcement or any transaction
or arrangement referred to herein.
FinnCap, which is authorised and regulated in the United Kingdom by the
Financial Services Authority, is acting exclusively for Conchango and no one
else in connection with the Offer and will not be responsible to anyone other
than Conchango for providing the protections afforded to its customers or for
providing advice in relation to the Offer, the contents of this announcement or
any transaction or arrangement referred to herein.
In accordance with normal UK market practice, EMC or its nominees or brokers
(acting as agents) may from time to time make certain purchases of, or
arrangements to purchase, Conchango Shares, other than pursuant to the Offer,
before or during the period in which the Offer remains open for acceptance.
These purchases may occur either in the open market at prevailing prices or in
private transactions at negotiated prices. Any information about such purchases
will be disclosed as required in the UK.
Forward-looking statements
This announcement includes certain ''forward-looking statements''. These
statements are based on the current expectations of the management of Conchango
and EMC Corporation (as applicable) and are naturally subject to uncertainty and
changes in circumstances. The forward-looking statements contained herein may
include statements about the expected effects on EMC Corporation or Conchango of
the Offer, the expected timing and scope of the Offer, anticipated earnings
enhancements, estimated cost savings and other synergies, costs to be incurred
in achieving synergies, other strategic options and all other statements in this
document other than historical facts. Forward-looking statements include,
without limitation, statements typically containing words such as ''intends'',
''expects'', ''anticipates'', ''targets'',''estimates'' and words of similar
import. By their nature, forward-looking statements involve risk and uncertainty
because they relate to events and depend on circumstances that will occur in the
future. There are a number of factors that could cause actual results and
developments to differ materially from those expressed or implied by such
forward-looking statements. These factors include, but are not limited to, the
satisfaction of the condition to the Offer, and EMC Corporation's ability
successfully to integrate the operations and employees of Conchango, as well as
additional factors, such as changes in economic or market conditions, changes in
the level of capital investment, success of business and operating initiatives
and restructuring objectives, customers' strategies and stability, changes in
the regulatory environment, fluctuations in interest and exchange rates, the
outcome of litigation, government actions, natural phenomena such as floods,
earthquakes and hurricanes, delays or reductions in information technology
spending, EMC Corporation's ability to protect its proprietary technology,
competitive factors (including, but not limited to, pricing pressures and new
product introductions), the relative and varying rates of product price and
component cost declines and the volume and mixture of product and services
revenues, component and product quality and availability, the transition to new
products, the uncertainty of customer acceptance of new product offerings and
rapid technological and market change and insufficient, excess or obsolete
inventory. Other important factors disclosed previously and from time to time in
EMC Corporation's filings with the U.S. Securities and Exchange Commission and
unknown or unpredictable factors could also cause actual results to differ
materially from those in the forward-looking statements. Neither Conchango nor
EMC Corporation undertakes any obligation to update publicly or revise
forward-looking statements, whether as a result of new information, future
events or otherwise, except to the extent legally required.
Dealing disclosure requirements
Under the provisions of Rule 8.3 of the City Code, if any person is, or becomes,
"interested" (directly or indirectly) in one per cent or more of any class of
"relevant securities" of Conchango, all "dealings" in any "relevant securities"
of Conchango (including by means of an option in respect of, or a derivative
referenced to, any such "relevant securities") must be publicly disclosed by no
later than 3.30 p.m. (London time) on the London business day following the date
of the relevant transaction. This requirement will continue until the date on
which the Offer becomes, or is declared, unconditional as to acceptances, lapses
or is otherwise withdrawn or on which the "offer period" otherwise ends. If two
or more persons act together pursuant to an agreement or understanding, whether
formal or informal, to acquire an "interest" in "relevant securities" of
Conchango, they will be deemed to be a single person for the purposes of Rule
8.3 of the City Code.
Under the provision of Rule 8.1 of the City Code, all "dealings" in "relevant
securities" of Conchango by EMC or Conchango or by any of their respective
"associates", must be disclosed by no later than 12.00 noon (London time) on the
London business day following the date of the relevant transaction.
A disclosure table, giving details of the companies in whose "relevant
securities" "dealings" should be disclosed, and the number of such securities in
issue, can be found on the Panel's website at www.thetakeoverpanel.org.uk
"Interests in securities" arise, in summary, when a person has long economic
exposure, whether conditional or absolute, to changes in the price of
securities. In particular, a person will be treated as having an "interest" by
virtue of the ownership or control of securities, or by virtue of any option in
respect of, or derivative referenced to, securities.
Terms in quotation marks are defined in the City Code, which can also be found
on the Panel's website. If you are in any doubt as to whether or not you are
required to disclose a "dealing" under Rule 8 of the City Code, you should
consult the Panel.
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 IN THAT JURISDICTION.
April 1, 2008
RECOMMENDED CASH OFFER OF 23.1 PENCE PER SHARE FOR CONCHANGO PLC ("CONCHANGO")
BY EMC COMPUTER SYSTEMS (UK) LIMITED ("EMC")
1. INTRODUCTION
The boards of Conchango and EMC are pleased to announce that they have reached
agreement on the terms of a recommended cash offer of 23.1 pence per Conchango
Share for the entire issued and to be issued share capital of Conchango.
The Conchango Board will unanimously recommend to Conchango Shareholders that
they accept the Offer.
EMC has received irrevocable undertakings to accept the Offer in respect of, in
aggregate, 145,702,698 Conchango Shares, representing approximately 80.5% of the
Issued Share Capital.
The formal Offer will be set out in the Offer Document, which is expected to be
despatched to Conchango Shareholders on the date of this announcement.
2. OFFER
Under the Offer, which will be on and subject to the terms and the condition set
out below and in Appendix I to this announcement and to be set out in the Offer
Document and the Form of Acceptance, Conchango Shareholders will receive:
23.1 pence in cash for each Conchango Share.
The Offer, which is wholly in cash, values the entire issued and to be issued
share capital of Conchango at approximately �42.0 million.
The Offer Price represents:
* a premium of approximately 44% to the Closing Price of 16.0 pence per
Conchango Share on March 31, 2008, being the last Business Day prior to the
date of this announcement; and
* a premium of approximately 24% to the average Closing Price of
approximately 18.7 pence per Conchango Share for the period commencing on
January 15, 2008, being the date of admission of Conchango to AIM and ending
on March 31, 2008, being the last Business Day prior to the date of this
announcement.
The Conchango Shares will be acquired by EMC fully paid up and free from all
liens, charges, equitable interests, encumbrances, rights of pre-emption and any
other third party rights or interests whatsoever and together with all rights
now or hereafter attaching thereto, including voting rights and, without
limitation, the right to receive and retain in full all dividends, interests and
other distributions (if any) announced, declared, made or paid on or after the
date of this announcement.
The Offer extends to all Conchango Shares unconditionally allotted, issued and
fully paid on the date of the Offer and all Conchango Shares which are
unconditionally allotted or issued and fully paid before the date on which the
Offer closes (or such earlier date as EMC may, subject to the City Code decide,
not being earlier than the date on which the Offer becomes unconditional as to
acceptances).
The UK Government has announced significant proposed changes to the UK capital
gains tax regime with effect for disposals of capital assets occurring on or
after 6 April 2008. The changes include the withdrawal of the current taper
relief for chargeable capital gains and the introduction of a single rate of
capital gains tax (18% for the tax year 2008-2009). The proposals are not yet
law and may be subject to change.
Assuming that, immediately following the posting of the Offer Document today,
EMC receives valid acceptances pursuant to the irrevocable undertakings to
accept the Offer which it has received, the Offer will become wholly
unconditional and should enable Conchango Shareholders who also accept the Offer
and wish to dispose of their Conchango Shares for capital gains tax purposes
before 6 April 2008 to do so. Such Conchango Shareholders should ensure that
valid acceptances are received by Capita Registrars before that date.
3. ESCROW AMOUNT
If the Offer becomes or is declared wholly unconditional, Michael Altendorf and
Richard Thwaite have agreed that EMC shall withhold the Escrow Amount from the
consideration otherwise payable to them and place such amount in a stakeholders'
account. The Escrow Amount shall become payable to Michael Altendorf and Richard
Thwaite upon the satisfaction of certain revenue targets for the business in the
20 months after the closing of the Offer. EMC shall also be entitled to draw
upon the Escrow Amount if there is a breach of certain warranties or indemnities
given by Michael Altendorf and Richard Thwaite to EMC.
4. RECOMMENDATION
The Conchango Board, which has been so advised by FinnCap, unanimously considers
the terms of the Offer to be fair and reasonable. In providing its advice,
FinnCap has taken into account the commercial assessments of the Conchango
Directors.
Accordingly, the Conchango Directors will unanimously recommend to Conchango
Shareholders that they accept the Offer, as the Conchango Directors have
themselves irrevocably undertaken to do in respect of their beneficial holdings
of 123,765,336 Conchango Shares in aggregate, representing approximately 68.4%
of the Issued Share Capital.
5. BACKGROUND TO AND REASONS FOR THE RECOMMENDATION OF THE OFFER
Conchango offers a strong strategic fit with EMC Corporation's growing Global
Services business, through the expansion of EMC Corporation's international
footprint, and through Conchango's expertise in technology consulting to
customers in the United Kingdom and across Europe. In particular, Conchango's
complementary Microsoft consulting services capability will enhance EMC
Corporation's existing U.S. and international practice in this area. The
combination of EMC Corporation's global reach and Conchango's strong reputation
and presence in the United Kingdom will deliver benefits to both businesses'
current and future customers and stakeholders, and will reinforce EMC
Corporation's end-to-end information infrastructure offerings.
EMC Corporation believes that Conchango's strong reputation and presence in the
United Kingdom in the field of high-end technology consulting will accelerate
the expansion of EMC Corporation's own Global Services offerings into the United
Kingdom, in particular in application consulting services focused on Microsoft
technologies. Conchango's strengths in this field are complementary to and have
no material overlap with EMC Corporation's current service offerings and
capabilities in the United Kingdom. Conchango brings a long and successful
history of working with Microsoft in the United Kingdom to EMC Corporation's
existing Microsoft services presence in the United States and worldwide, and the
Offer demonstrates EMC Corporation's continued commitment to this service
offering. Overall, the combination of the two businesses will increase the
end-to-end business value of EMC Corporation's information infrastructure
offerings, in the United Kingdom, Europe and globally.
The Conchango Board believes that Conchango will benefit significantly from
being part of the EMC Group in a way that it would not as an independent
company. In particular, EMC Corporation has the financial resources and
managerial expertise to invest actively in the future development and growth of
the business. The Conchango Board believes that the combination with EMC
Corporation will benefit Conchango's customers by allowing Conchango to address
more broadly its customers' technology needs. Further, the Conchango Board
believes that Conchango's employees will be afforded a wider range of career and
development opportunities as part of EMC Corporation.
EMC Corporation intends to integrate the Conchango business into its Global
Services organisation shortly after the closing of the Offer. As part of this
integration, EMC Corporation intends that Conchango adopt certain standard
procedures and practices in use within the EMC Group, and may transfer the
assets of the Conchango business on an arm's length basis to a wholly owned
subsidiary of EMC Corporation.
The Offer of 23.1 pence per Conchango Share provides Conchango Shareholders with
an opportunity to realise their entire investment in the Company for a cash
premium of approximately 44% over the Closing Price of 16.0 pence per Conchango
Share on March 31, 2008, being the last Business Day prior to this announcement.
6. IRREVOCABLE UNDERTAKINGS
EMC has received irrevocable undertakings to accept the Offer in respect of, in
aggregate, 145,702,698 Conchango Shares, representing approximately 80.5% of the
Issued Share Capital.
Of this total:
* the Conchango Directors, Michael Altendorf, Richard Thwaite, Richard
Poole, Alan Griffin and John Herring have irrevocably undertaken to accept
the Offer in respect of their own beneficial holdings of 59,680,345,
59,680,345, 2,870,765, 992,806 and 541,075 shares, respectively,
representing 123,765,336 Conchango Shares, in aggregate, and approximately
68.4% of the Issued Share Capital. These irrevocable undertakings will
remain binding in the event of a competing offer being made for Conchango
and will cease to be binding only if the Offer closes, lapses or is
withdrawn; and
* EMC has received further irrevocable undertakings from Southwind
Limited, Colin Bird, Herald Investments Management Limited, Iyas Alqasem,
Chris Saul and Williams de Broe in respect of their holdings of 12,152,472,
2,826,447, 2,365,000, 1,732,258, 1,578,185 and 1,283,000 Conchango Shares,
respectively, representing 21,937,362 Conchango Shares, in aggregate and,
approximately 12.1% of the Issued Share Capital. These irrevocable
undertakings will remain binding in the event of a competing offer being
made for Conchango and will cease to be binding only if the Offer lapses or
is withdrawn.
7. INFORMATION ON THE EMC GROUP
EMC Corporation (the ultimate parent company of EMC) was founded in 1979, is
listed on the New York Stock Exchange and is a component of the S&P 500 Index.
EMC Corporation is the world's leading developer and provider of information
infrastructure technology and solutions that enable organisations of all sizes
to transform the way they compete and create value from their information. As at
December 31, 2007, EMC Corporation had approximately 37,700 employees worldwide.
EMC Corporation is represented by more than 100 sales offices and distribution
partners in more than 80 countries.
For the year ended December 31, 2007, EMC Corporation's consolidated net sales
were US$13.23 billion, its consolidated net income was US$1.67 billion and its
consolidated net assets were US$12.71 billion. For the year ended December 31,
2006, EMC Corporation's consolidated net sales were US$11.16 billion, its
consolidated net income was US$1.23 billion and its consolidated net assets were
US$10.33 billion.
EMC was originally incorporated in 1986. Its primary activities involve its role
as agent in distributing and providing sales support with respect to EMC
products manufactured by other members of the EMC Group. In addition to sales of
hardware and software in the United Kingdom, EMC also provides support relating
to the maintenance and implementation of such hardware and software.
For the year ended December 31, 2006, EMC's total turnover was �61.71 million,
its net profit was �3.08 million and its net assets were �25.72 million. For the
year ended December 31, 2005, EMC's total turnover was �51.18 million, its net
profit was �2.94 million and its net assets were �20.56 million.
8. INFORMATION ON THE CONCHANGO GROUP
Conchango is a growing business consultancy and systems integrator which
specialises in innovative technologies. Conchango provides clients with complete
solutions through business consulting, business intelligence, enterprise
architecture and systems integration, assisting customers to deliver value from
emerging digital channels. Conchango was admitted to AIM on January 15, 2008.
Comparing the results for the year ended December 31, 2004 with those for the
year ended December 31, 2007, the business of Conchango has achieved revenue
growth of 148% resulting in 2007 turnover of �37.8 million. Profit before tax
has increased by 424% over the same period to �2.8 million in 2007.
9. FINANCING FOR THE OFFER
Full acceptance of the Offer will result in an aggregate cash consideration of
approximately �42.0 million becoming payable by EMC.
EMC will fund the Offer from cash made available to it, upon demand, by EMC
Corporation. Investec, financial adviser to EMC, is satisfied that EMC will have
sufficient cash resources available to it to satisfy, in full, the cash
consideration payable to Conchango Shareholders under the Offer. EMC does not
intend that the payment of interest, or repayment of, or security for, any
liability (contingent or otherwise) will depend to any significant extent on the
business of Conchango.
10. NON-SOLICITATION
EMC has entered into an arrangement with Michael Altendorf and Richard Thwaite
under which they have undertaken, among other things, that:
* until such time as the Offer closes, lapses or is withdrawn (whichever
is the earlier), they will not, directly or indirectly, solicit or (except
where required by their fiduciary duties as a director of Conchango or by
their duties under the City Code and, in each case, only in response to an
unsolicited approach) encourage, any person to make an offer for any shares
or other securities of Conchango or enter into discussions with, or provide
any information to, any person making such an offer;
* (except where required by their fiduciary duties as a director of
Conchango or by their duties under the City Code), they will not knowingly
take any action which is designed to or may be prejudicial to the successful
outcome of the Offer or which would or might have the effect of preventing
the condition in the Offer from being fulfilled; and
* they will promptly notify EMC in the event that they receive an approach
from a third party which may lead to an offer for Conchango and will keep
EMC informed of any such approach.
11. DIRECTORS, MANAGEMENT AND EMPLOYEES
EMC Corporation plans to run Conchango and its existing business on an
integrated basis and believes that the combination of Conchango's expertise with
EMC Corporation's global reach will be of benefit to the enlarged business, the
employees and customers.
EMC Corporation attaches great importance to the skills, experience and industry
knowledge of the existing management and employees of Conchango, who have
contributed to Conchango's success to date, and whom EMC Corporation would
anticipate playing an important role in the development of the enlarged
business. EMC Corporation believes that the Conchango employees will benefit
from a broader range of opportunities for personal and professional development
as part of a larger, more diverse and financially stronger group. Accordingly,
it is EMC Corporation's intention to continue to retain as far as reasonably
practicable Conchango's existing operating and employment structure.
Following the Offer becoming or being declared unconditional in all respects,
the existing employment rights of the employees of Conchango will be
safeguarded.
It is intended that the current non-executive directors of Conchango will resign
upon or after the Offer becoming or being declared unconditional in all
respects.
12. CONCHANGO ENTERPRISE MANAGEMENT INCENTIVE SCHEME
The Offer extends to any Conchango Shares issued or unconditionally allotted
prior to the date on which the Offer closes (or such earlier date or dates as
EMC may, subject to the City Code, or with the consent of the Panel, determine),
including any which are so unconditionally allotted or issued pursuant to the
exercise of options granted under the Conchango Enterprise Management Incentive
Scheme.
Conchango has operated the Conchango Enterprise Management Incentive Scheme
since 2002, pursuant to which options over ordinary shares are issued to certain
directors and employees.
To the extent options granted under the Conchango Enterprise Management
Incentive Scheme have not been exercised prior to the date on which the Offer
closes, it is intended that appropriate proposals will be made to Conchango
Optionholders, subject to the Offer becoming or being declared unconditional in
all respects.
13. DISCLOSURE OF INTERESTS IN CONCHANGO
Save for the irrevocable undertakings referred to in paragraph 6 of this
announcement, neither EMC, nor (so far as EMC is aware) any person acting, or
deemed to be acting, in concert with EMC for the purposes of the Offer has:
(i) any interest in, or a right to subscribe for, Conchango
Shares or in any securities convertible or exchangeable into Conchango Shares
("Relevant Conchango Securities");
(ii) any short position in Relevant Conchango Securities (whether
conditional or absolute and whether in the money or otherwise), 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; or
(iii) borrowed or lent any Relevant Conchango Securities (except
for any borrowed Conchango Shares which have been either on-lent or sold) or has
any arrangement in relation to Relevant Conchango Securities.
For these purposes, "arrangement" includes any agreement to sell or any delivery
obligation or right to require another person to purchase or take delivery and
borrowing or lending of Conchango Shares. An "arrangement" also includes any
indemnity or option arrangement, any agreement or understanding, formal or
informal, of whatever nature, relating to Conchango Shares, which may be an
inducement to deal or refrain from dealing in such securities. "Interest"
includes any long economic exposure, whether conditional or absolute, to changes
in the price of securities and a person is treated as having an "interest" by
virtue of the ownership or control of securities, or by virtue of any option in
respect of, or derivative referenced to, securities.
There are no arrangements of the kind referred to in Note 6(b) on Rule 8 of the
City Code which exists between EMC or any person acting, or presumed to be
acting, in concert with EMC, and any other person nor between Conchango or any
associate of Conchango and any other person.
In view of the requirement for confidentiality, EMC has not made enquiries of
certain persons who may be deemed by the City Code to be acting in concert with
it for the purpose of the Offer.
14. COMPULSORY ACQUISITION, DE-LISTING AND REREGISTRATION
If EMC receives acceptances of the Offer in respect of, and/or otherwise
acquires, 90% or more of the Conchango Shares to which the Offer relates, EMC
intends to exercise its rights pursuant to the provisions of the Companies Act
to acquire the remaining Conchango Shares to which the Offer relates on the same
terms as the Offer.
Assuming the Offer becomes or is declared unconditional in all respects and
subject to any applicable requirements of the London Stock Exchange, EMC intends
to procure the making of an application by Conchango to the London Stock
Exchange for the cancellation of admission of the Conchango Shares from AIM. If
this withdrawal occurs, it will significantly reduce the liquidity and
marketability of any Conchango Shares not assented to the Offer. It is
anticipated that the withdrawal from trading will take effect on the earlier of
(i) 20 Business Days after the date on which EMC has, by virtue of its
shareholdings and acceptances of the Offer, acquired or agreed to acquire issued
share capital carrying 75 per cent. of the voting rights of Conchango and (ii)
the first date of issue of compulsory acquisition notices under the Companies
Act. The AIM Rules normally require the consent of at least 75% of the votes
cast by a company's shareholders in general meeting to a cancellation of
admission of its shares to trading on AIM. However, the London Stock Exchange
has indicated that, provided EMC is the owner of not less than 75% of the entire
issued ordinary share capital of Conchango before the proposed date of
cancellation and, provided that Conchango formally seeks derogation from this
requirement, the passing of such a resolution will not be required. In
connection with the cancellation of listing, EMC intends that Conchango
withdraws from CREST.
It is currently intended that, following the Offer becoming or being declared
unconditional in all respects and after the cancellation of admission of the
Conchango Shares from AIM, Conchango will be re-registered as a private company
under the relevant provisions of the Companies Act.
15. OTHER
The Offer Document and Form of Acceptance is expected to be posted to Conchango
Shareholders and, for information only, to participants in the Conchango
Enterprise Management Incentive Scheme today. The full terms and conditions of
the Offer will be set out in the Offer Document and Form of Acceptance. In
deciding whether or not to accept the Offer, Conchango Shareholders should rely
on the information contained in, and follow the procedures described in, the
Offer Document and Form of Acceptance.
The availability of the Offer to persons not resident in the UK may be affected
by the laws of their relevant jurisdiction. Any persons who are subject to the
laws of any jurisdiction other than the UK should inform themselves about and
observe any applicable legal or regulatory requirements of their jurisdiction.
Further details in relation to overseas shareholders will be contained in the
Offer Document.
The Offer will be governed by English law and will be subject to the exclusive
jurisdiction of the English courts. The Offer will be subject to the applicable
requirements of the City Code, the Panel, the London Stock Exchange and other
legal or regulatory requirements. The Offer will comply with the provisions of
the City Code.
Appendix I sets out the condition and certain further terms of the Offer.
Appendix II contains source notes relating to certain information contained in
this announcement. Certain terms used in this announcement are defined in
Appendix III to this announcement.
Enquiries:
EMC
Michael Gallant, Tel: +1 508 293 6357 (Media relations)
EMC Investor Relations, Tel +1 866 362 6973 (Investor relations)
Investec Bank (UK) Limited (Financial adviser to EMC)
Tel: +44 (0) 207 597 5117
Ben Poynter
Andrew Pinder
Conchango
Tel: +44 (0) 1784 222 222
Alan Griffin
FinnCap (Financial adviser to Conchango)
Tel: +44 (0) 207 600 1658
Geoff Nash
Clive Carver
This announcement is not intended to and does not constitute, or form any part
of, any offer to sell or any solicitation of any offer to purchase or subscribe
for any securities or the solicitation of any vote or approval in any
jurisdiction. Any acceptance or other response to the Offer should be made only
on the basis of the information contained or referred to in the Offer Document
and the Form of Acceptance. The laws of relevant jurisdictions may affect the
availability of the Offer to persons not resident in the United Kingdom. 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 inform themselves about
and observe any applicable legal or regulatory requirements of their
jurisdiction. The Offer Document will be available for public inspection.
Unless otherwise determined by EMC, the Offer will not be made, directly or
indirectly, in, into or from or by the use of mails of, or by any means of
instrumentality (including, without limitation, telephonically or
electronically) of interstate or foreign commerce of, or through any facilities
of a national securities exchange of any jurisdiction if to do so would
constitute a violation of the relevant laws of such jurisdiction and the Offer,
when made, should not be accepted by any such use, means, instrumentality or
facilities or from or within any such jurisdiction. Accordingly, copies of this
announcement are not being, and must not be, mailed or otherwise forwarded,
distributed or sent in, into or from any jurisdiction if to do so would
constitute a violation of the relevant laws of such jurisdiction and persons
receiving this announcement (including, without limitation, custodians, nominees
and trustees) must not mail or otherwise forward, distribute or send it in, into
or from any such jurisdiction. Doing so may render invalid any purported
acceptance of the Offer.
Investec, which is authorised and regulated in the United Kingdom by the
Financial Services Authority, is acting exclusively for EMC and no one else in
connection with the Offer and will not be responsible to anyone other than EMC
for providing the protections afforded to its customers or for providing advice
in relation to the Offer, the contents of this announcement or any transaction
or arrangement referred to herein.
FinnCap, which is authorised and regulated in the United Kingdom by the
Financial Services Authority, is acting exclusively for Conchango and no one
else in connection with the Offer and will not be responsible to anyone other
than Conchango for providing the protections afforded to its customers or for
providing advice in relation to the Offer, the contents of this announcement or
any transaction or arrangement referred to herein.
In accordance with normal UK market practice, EMC or its nominees or brokers
(acting as agents) may from time to time make certain purchases of, or
arrangements to purchase, Conchango Shares, other than pursuant to the Offer,
before or during the period in which the Offer remains open for acceptance.
These purchases may occur either in the open market at prevailing prices or in
private transactions at negotiated prices. Any information about such purchases
will be disclosed as required in the UK.
Forward-looking statements
This announcement includes certain ''forward-looking statements''. These
statements are based on the current expectations of the management of Conchango
and EMC Corporation (as applicable) and are naturally subject to uncertainty and
changes in circumstances. The forward-looking statements contained herein may
include statements about the expected effects on EMC Corporation or Conchango of
the Offer, the expected timing and scope of the Offer, anticipated earnings
enhancements, estimated cost savings and other synergies, costs to be incurred
in achieving synergies, other strategic options and all other statements in this
document other than historical facts. Forward-looking statements include,
without limitation, statements typically containing words such as ''intends'',
''expects'', ''anticipates'', ''targets'',''estimates'' and words of similar
import. By their nature, forward-looking statements involve risk and uncertainty
because they relate to events and depend on circumstances that will occur in the
future. There are a number of factors that could cause actual results and
developments to differ materially from those expressed or implied by such
forward-looking statements. These factors include, but are not limited to, the
satisfaction of the condition to the Offer, and EMC Corporation's ability
successfully to integrate the operations and employees of Conchango, as well as
additional factors, such as changes in economic or market conditions, changes in
the level of capital investment, success of business and operating initiatives
and restructuring objectives, customers' strategies and stability, changes in
the regulatory environment, fluctuations in interest and exchange rates, the
outcome of litigation, government actions, natural phenomena such as floods,
earthquakes and hurricanes, delays or reductions in information technology
spending, EMC Corporation's ability to protect its proprietary technology,
competitive factors (including, but not limited to, pricing pressures and new
product introductions), the relative and varying rates of product price and
component cost declines and the volume and mixture of product and services
revenues, component and product quality and availability, the transition to new
products, the uncertainty of customer acceptance of new product offerings and
rapid technological and market change and insufficient, excess or obsolete
inventory. Other important factors disclosed previously and from time to time in
EMC Corporation's filings with the U.S. Securities and Exchange Commission and
unknown or unpredictable factors could also cause actual results to differ
materially from those in the forward-looking statements. Neither Conchango nor
EMC Corporation undertakes any obligation to update publicly or revise
forward-looking statements, whether as a result of new information, future
events or otherwise, except to the extent legally required.
Dealing disclosure requirements
Under the provisions of Rule 8.3 of the City Code, if any person is, or becomes,
"interested" (directly or indirectly) in one per cent. or more of any class of
"relevant securities" of Conchango, all "dealings" in any "relevant securities"
of Conchango (including by means of an option in respect of, or a derivative
referenced to, any such "relevant securities") must be publicly disclosed by no
later than 3.30 p.m. (London time) on the London business day following the date
of the relevant transaction. This requirement will continue until the date on
which the Offer becomes, or is declared, unconditional as to acceptances, lapses
or is otherwise withdrawn or on which the "offer period" otherwise ends. If two
or more persons act together pursuant to an agreement or understanding, whether
formal or informal, to acquire an "interest" in "relevant securities" of
Conchango, they will be deemed to be a single person for the purposes of Rule
8.3 of the City Code.
Under the provision of Rule 8.1 of the City Code, all "dealings" in "relevant
securities" of Conchango by EMC or Conchango or by any of their respective
"associates", must be disclosed by no later than 12.00 noon (London time) on the
London business day following the date of the relevant transaction.
A disclosure table, giving details of the companies in whose "relevant
securities" "dealings" should be disclosed, and the number of such securities in
issue, can be found on the Panel's website at www.thetakeoverpanel.org.uk
"Interests in securities" arise, in summary, when a person has long economic
exposure, whether conditional or absolute, to changes in the price of
securities. In particular, a person will be treated as having an "interest" by
virtue of the ownership or control of securities, or by virtue of any option in
respect of, or derivative referenced to, securities.
Terms in quotation marks are defined in the City Code, which can also be found
on the Panel's website. If you are in any doubt as to whether or not you are
required to disclose a "dealing" under Rule 8 of the City Code, you should
consult the Panel.
APPENDIX I
CONDITION AND CERTAIN FURTHER TERMS OF THE OFFER
The Offer, which will be made by EMC, will comply with the rules and regulations
of the London Stock Exchange and the City Code.
Part A: Condition of the Offer
The Offer will be subject to the condition that valid acceptances have been
received (and not, where permitted, withdrawn) by not later than 3.00 p.m. on
the first closing date of the Offer (or such later time(s) and/or date(s) as EMC
may, with the consent of the Panel or in accordance with the City Code, decide)
in respect of not less than 72% (or such lower percentage as EMC may, subject to
the City Code, decide) in nominal value of the Conchango Shares to which the
Offer relates provided that, unless agreed by the Panel, this condition shall
not be satisfied unless EMC and/or any of its wholly-owned subsidiaries shall
have acquired or agreed to acquire, whether pursuant to the Offer or otherwise,
Conchango Shares carrying in aggregate more than 50% of the voting rights then
normally exercisable at general meetings of Conchango.
For the purposes of this condition:
(i) the Conchango Shares which have been unconditionally
allotted but not issued before the Offer becomes or is declared unconditional as
to acceptances, whether pursuant to the exercise of any outstanding subscription
or conversion rights or otherwise, shall be deemed to carry the voting rights
they will carry on being entered into the register of members of Conchango;
(ii) the expression "Conchango Shares to which the Offer relates"
shall be construed in accordance with Chapter 3 of Part 28 of the Companies Act
2006; and
(iii) valid acceptances shall be deemed to have been received in
respect of the Conchango Shares which are treated for the purposes of section
979(8) of the Companies Act 2006 as having been acquired or contracted to be
acquired by EMC by virtue of acceptances of the Offer.
EMC expects the Offer to become wholly unconditional immediately following the
posting of the Offer Document, which may enable Conchango Shareholders who wish
to dispose of their Conchango Shares for capital gains tax purposes during the
present tax year to do so.
If EMC is required by the Panel to make an offer for Conchango Shares under the
provisions of Rule 9 of the City Code, EMC may make such alterations to the
above condition as are necessary to comply with the provisions of that Rule.
Part B: Certain further terms of the Offer
If the Offer lapses, it will cease to be capable of further acceptance.
Conchango Shareholders who have already accepted the Offer shall then cease to
be bound by acceptances delivered on or before the date on which the Offer
lapses.
The Offer will be governed by English law, the rules and regulations of the
Financial Services Authority, the Panel and the City Code and be subject to the
exclusive jurisdiction of the English courts, to the condition set out in Part A
above and the further terms set out in this Part B, and to the terms and the
condition set out in the Offer Document and related Form of Acceptance.
The Offer will not be made, directly or indirectly, in or into, or by use of the
mails of, or by any means or instrumentality (including, without limitation,
facsimile transmission, telex, telephone or e-mail) of interstate or foreign
commerce of, or of any facility of a national securities exchange of any
jurisdiction if to do so would constitute a violation of the relevant laws in
such jurisdiction and the Offer will not be capable of acceptance by any such
use, means, instrumentality or facility or from within any such jurisdiction.
Conchango Shares will be acquired under the Offer by EMC fully paid, free from
all liens, charges, equitable interests, encumbrances, rights of pre-emption and
any other third party rights or interests whatsoever and together with all
rights now or hereafter attaching thereto, including voting rights and, without
limitation, the right to receive and retain in full all dividends, interests and
other distributions (if any) announced, declared, made or paid on or after the
date of this announcement.
In accordance with Rule 2.10 of the City Code, Conchango confirms that, at the
close of business on the date of this announcement, it will have the following
securities in issue:
180,966,465 ordinary shares of 1 pence ISIN GB0008823493
each
APPENDIX II
BASES OF CALCULATION AND SOURCES OF INFORMATION
In this announcement, unless otherwise stated or the context otherwise requires,
the following bases and sources have been used:
Historic share Closing Prices are sourced from the AIM appendix to the Daily
Official List and represent the closing middle market prices for Conchango
Shares on the relevant dates.
The Offer value is calculated by multiplying the Offer Price by the entire
issued and to be issued share capital of Conchango of 181,724,173 Conchango
Shares, being the Issued Share Capital and the number of Conchango Shares
capable of being issued to satisfy existing options under the Conchango
Enterprise Management Incentive Scheme.
Unless otherwise stated, the financial information on Conchango is extracted or
derived without material adjustment from the annual report and accounts of the
Conchango Group for the year ended December 31, 2007.
APPENDIX III
DEFINITIONS
The following definitions apply throughout this announcement, unless the context
requires otherwise:
"AIM" the Alternative Investment Market
"AIM Rules" the rules of the Alternative Investments Market as
the published and amended by the London Stock
Exchange from time to time
"Business Day" a day, not being a public holiday, Saturday or
Sunday, on which clearing banks in London are open
for normal business
"City Code" the City Code on Takeovers and Mergers
"Closing Price" the closing middle market quotation of a Conchango
Share as derived from the Daily Official List on
any particular day
"Companies Act" the Companies Act 2006, to the extent in force,
and otherwise the Companies Act 1985
"Conchango" or the means Conchango plc
"Company"
"Conchango Board" or the board of directors of Conchango
"Conchango Directors"
"Conchango Enterprise the enterprise management incentive scheme under
Management Incentive which there are currently 757,708 options in
Scheme" issue, granted in 2002, at an exercise price of 14
pence per Conchango Share
"Conchango Shareholders" the registered holders of Conchango Shares
"Conchango Shares" includes: (a) the existing unconditionally
allotted or issued and fully paid ordinary shares
of 1 pence each in the capital of Conchango; and
(b) any further ordinary shares of 1 pence each in
the capital of Conchango which are unconditionally
allotted or issued and fully paid, or credited as
fully paid, before the date on which the Offer
closes (or before such earlier date as, subject to
the City Code, Conchango may determine, not being
earlier than (i) the date on which the Offer
becomes or is declared unconditional as to
acceptances or (ii) if later, the first closing
date of the Offer) but excludes any treasury
shares
"Daily Official List" the daily official list of the London Stock
Exchange
"EMC" EMC Computer Systems (UK) Limited, a private
limited company incorporated in England and Wales
with registered number 2051360 or the EMC Group,
as the context may require
"EMC Corporation" a corporation existing under the laws of the State
of Delaware
"EMC Group" EMC Corporation and its subsidiaries
"Escrow Amount" �4.5 million
"FinnCap" JMFinn Capital Markets Limited, nominated advisor
and financial advisor to Conchango
"Form of Acceptance" the form of acceptance relating to the Offer,
which will accompany the Offer Document
"Investec" Investec Bank (UK) Ltd
"Issued Share Capital" the entire issued share capital of Conchango of
180,966,465 ordinary shares of 1 pence each at the
date of this announcement
"London Stock Exchange" The London Stock Exchange plc
"Offer" the cash offer to be made by EMC recommended by
the Conchango Directors to acquire the entire
issued and to be issued share capital of Conchango
on the terms and subject to the conditions to be
set out in the Offer Document and (in relation to
Conchango Shares held in certificated form) the
Form of Acceptance and, where the context so
requires, any subsequent revision, variation,
extension or renewal thereof
"Offer Document" the formal document to be sent to Conchango
Shareholders containing the Offer
"Offer Price" 23.1 pence per Conchango Share
"Panel" The Panel on Takeovers and Mergers
"Pound Sterling" or "�" means the lawful currency of the United Kingdom
(and references to "pence" shall be construed
accordingly)
"subsidiary", "subsidiary shall be construed in accordance with the
undertaking", "associated Companies Act, other than paragraph 20(1)(b) of
undertaking" or Schedule 4A to the Companies Act 1985 which shall
"undertaking" be excluded
United Kingdom" or "UK" the United Kingdom of Great Britain and Northern
Ireland and its dependent territories.
All times referred to are London times unless otherwise stated.
This information is provided by RNS
The company news service from the London Stock Exchange
END
OFFSSWFMFSASEEL
Contango (LSE:CGO)
Historical Stock Chart
From Oct 2024 to Nov 2024
Contango (LSE:CGO)
Historical Stock Chart
From Nov 2023 to Nov 2024
