TIDMCLIN
RNS Number : 5951Y
Triton Investment Management Ltd
17 January 2022
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION
WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR
REGULATIONS OF THAT JURISDICTION
FOR IMMEDIATE RELEASE
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
17 January 2022
INCREASED AND FINAL([1]) RECOMMED ALL CASH ACQUISITION
of
Clinigen Group plc
by
Triley Bidco Limited
(a newly-formed company indirectly owned by the Triton
Funds)
to be effected by means of a Scheme of Arrangement under Part 26
of the Companies Act 2006
Increased final([1]) all cash offer of 925 pence per Clinigen
Share and intention to adjourn the Clinigen Court Meeting and
General Meeting
Introduction
The board of directors of Clinigen Group plc ("Clinigen" or the
"Company") and the board of directors of Triley Bidco Limited
("Bidco") are pleased to announce that they have agreed the terms
of an increased and final([1]) recommended all-cash offer for
Clinigen by Bidco, a newly-incorporated company indirectly owned by
the Triton Funds pursuant to which Bidco will acquire the entire
issued and to be issued ordinary share capital of Clinigen at a
price of 925 pence in cash per Clinigen Share (the "Increased Final
Offer"). Bidco announces that the Increased Final Offer is final
and will not be increased, except that Bidco reserves the right to
revise the financial terms of the Increased Final Offer if there is
an announcement on or after the date hereof of an offer or a
possible offer for Clinigen by a third party offeror or a potential
offeror.
As set out in further detail below, in order to allow all
Clinigen Shareholders the proper opportunity to fully consider the
Increased Final Offer, the Clinigen Board intends to propose that
the Court Meeting and the General Meeting, which are due to be held
on 18 January 2022, be adjourned so as to be held at 10.00 a.m. and
10.15 a.m. (respectively) on 8 February 2022. The announcement of
the Increased Final Offer follows the announcement made on 8
December 2021 of an offer (the "Original Offer") for the entire
issued and to be issued share capital of Clinigen by Bidco at a
price of 883 pence in cash per Clinigen share (the "Original Offer
Price").
________________
([1]) Bidco reserves the right to revise the financial terms of
the Increased Final Offer if there is an announcement on or after
the date hereof of an offer or a possible offer for Clinigen by a
third party offeror or a potential offeror.
Bidco has made good progress in relation to the Acquisition and
confirms that all regulatory filings in relation to the Acquisition
have been submitted to the relevant authorities (other than the
filing in respective of the Danish antitrust approval, which, as at
the date of this announcement, has been submitted in draft form in
accordance with the customary process). It is expected that the
Scheme will become Effective in the second quarter of 2022.
This announcement should be read in conjunction with the
circular which was posted to Clinigen Shareholders on 20 December
2021 in connection with the Acquisition (the "Scheme Document") and
the full text of the 8 December 2021 announcement (the "Original
Announcement"). Except as otherwise defined herein, capitalised
terms used but not defined in this announcement have the same
meanings as given to them in the Scheme Document.
Increased Final Offer([1])
After making seven different proposals, as well as undertaking
careful and extensive due diligence, Bidco has fully reflected the
value of Clinigen and its future commercial prospects in the
Increased Final Offer. The offer reflects the strength of the
services business, whilst accounting for the expected headwinds
related to parts of the products division as noted by Clinigen in
its FY21 update. The Increased Final Offer allows shareholders to
realise in cash the benefits of the application of Proleukin to the
potential treatment being developed by Iovance which is currently
undergoing clinical trials, where the outcome will remain uncertain
for some time and outside of Clinigen's control. Despite recent
developments, including the unexpected delay in approval of the
Erwinaze U.S. BLA and the potential impact to trading due to the
continued prevalence of the COVID-19 Omicron variant, Bidco remains
confident that Clinigen can reach its full potential in a private
market setting.
Under the terms of the Increased Final Offer, Clinigen
Shareholders will be entitled to receive:
for each Clinigen Share: 925 pence in cash (the "Increased Offer
Price").
The Increased Final Offer represents an attractive and
significant premium of approximately:
- 48 per cent. to the Ex-Dividend Closing Price of 625 pence per
Clinigen Share on 1 December 2021, being the last business day
before the start of the Offer Period;
- 56 per cent. to the Company's daily volume weighted average
Ex-Dividend Closing Price of 593 pence per Clinigen Share for the
one-month period ended on 1 December 2021, being the last business
day before the start of the Offer Period;
- 48 per cent. to the Company's daily volume weighted average
Ex-Dividend Closing Price of 626 pence per Clinigen Share for the
three-month period ended on 1 December 2021, being the last
business day before the start of the Offer Period; and
- 50 per cent. to the Company's daily volume weighted average
Ex-Dividend Closing Price of 618 pence per Clinigen Share for the
six-month period ended on 1 December 2021, being the last business
day before the start of the Offer Period.
The Increased Final Offer Price represents an increase of 42
pence (or 4.8 per cent.) in cash per Clinigen Share as compared to
the Original Offer Price of 883 pence in cash per Clinigen
Share.
The Increased Final Offer values the entire issued and to be
issued ordinary share capital of Clinigen at approximately GBP1.3
billion on a fully diluted basis.
________________
([1]) Bidco reserves the right to revise the financial terms of
the Increased Final Offer if there is an announcement on or after
the date hereof of an offer or a possible offer for Clinigen by a
third party offeror or a potential offeror.
The enterprise value multiple implied by the value of the
Increased Final Offer is 14x Clinigen's adjusted EBITDA of GBP116.3
million and 19x Clinigen's free cash flow of GBP83.0 million for
the year ended 30 June 2021.
In addition to the consideration payable in connection with the
Increased Final Offer, Clinigen Shareholders were entitled to
receive the previously declared final dividend of 5.46 pence per
Clinigen Share (the "Permitted Dividend"). The Permitted Dividend
was paid on 4 January 2022 to Clinigen Shareholders on the
Company's register at close of business on 3 December 2021.
If, on or after the date of this announcement, any dividend,
distribution and/or other return of capital is declared, made or
paid or becomes payable in respect of the Clinigen Shares other
than the Permitted Dividend, Bidco shall reduce the consideration
payable under the terms of the Increased Final Offer by the amount
of any such dividend, distribution and/or return of capital which
is paid or becomes payable by the Company to Clinigen Shareholders,
in which case any reference in this announcement to the Increased
Final Offer will be deemed to be a reference to the Increased Offer
Price as so reduced. In such circumstances, the relevant eligible
Clinigen Shareholders will be entitled to receive and retain such
dividend, distribution and/or return of capital declared, made or
paid.
It is intended that the Acquisition will be implemented by way
of a Court-sanctioned scheme of arrangement under Part 26 of the
Companies Act. In order to become Effective, the Scheme must be
approved by a majority in number representing not less than 75 per
cent. in value of the Scheme Shareholders present and voting (and
entitled to vote) at the Court Meeting, either in person, remotely
via the Virtual Meeting Platform or by proxy. Further details of
the Scheme and the Court Meeting are contained in the Scheme
Document and this announcement. In addition, the Resolution
relating to the implementation of the Scheme must also be approved
by Clinigen Shareholders representing at least 75 per cent. of the
votes cast at the General Meeting. Bidco reserves the right to
elect, subject to the terms of the Co-operation Agreement and with
the consent of the Panel, to implement the Acquisition by way of a
Takeover Offer for the whole of the issued and to be issued
ordinary share capital of the Company as an alternative to the
Scheme.
Further background to the recommendation
The Clinigen Directors believe Clinigen is well positioned for
future continued success under Bidco's ownership, however it also
recognises that uncertainties exist, many of which are beyond
Clinigen's control.
The Clinigen Directors have concluded that the terms of the
Acquisition fully reflect the strengths of Clinigen's business and
its prospects, whilst providing shareholders the opportunity to
crystallise the value of their holdings today, fully reflecting the
risk weighted possible future value creation through the compelling
premium to the undisturbed share price. The Clinigen Directors are
pleased to have agreed the terms of the Increased Final Offer which
represents an increase of 4.8 per cent. on the original terms and
continues to support their belief that the Acquisition is in the
best interest of Clinigen Shareholders.
In assessing the terms of the Increased Final Offer, the
Clinigen Directors, with advice from RBC Capital Markets and Numis,
undertook a detailed assessment, on the basis of the information
currently available, of the standalone, fundamental value of
Clinigen, as well as how that value might translate into the
Clinigen share price over time. Within that detailed assessment,
the Clinigen Directors specifically considered, inter alia, the
value of Proleukin usage in third party TIL therapies and other
possible indications in development, whilst accounting for factors
outside of Clinigen's control.
The Clinigen Directors also continue to take account of Bidco's
intentions for the business, management and employees of Clinigen
as set out in the Scheme Document.
The Clinigen Directors confirm that since the date of the
Original Announcement they have not had any contact from any third
party relating to a potential alternative proposal to acquire
Clinigen.
Accordingly, following careful consideration of the above
factors together with the premia represented by the Increased Final
Offer, the Clinigen Directors issue a strong and unanimous
recommendation in favour of the Acquisition to Clinigen
Shareholders as set out below.
Recommendation
The Clinigen Directors, who have been so advised by RBC Capital
Markets and Numis as to the financial terms of the Increased Final
Offer, consider the terms of Increased Final Offer to be fair and
reasonable. In providing its advice, RBC Capital Markets and Numis
have taken into account the commercial assessments of the Clinigen
Directors. RBC Capital Markets and Numis are providing independent
financial advice to the Clinigen Directors for the purposes of Rule
3 of the Code.
Accordingly, the Clinigen Directors recommend unanimously that
Clinigen Shareholders vote in favour of the Scheme at the Court
Meeting and the Resolution to be proposed at the General Meeting
or, if (subject to the terms of the Co-operation Agreement and with
the consent of the Panel) Bidco exercises its right to implement
the Acquisition by way of a Takeover Offer, accept such Takeover
Offer, as the Clinigen Directors who hold, or are otherwise
beneficially interested in, Clinigen Shares have irrevocably
undertaken to do in respect of their own beneficial holdings of
358,902 Clinigen Shares, in aggregate, representing approximately
0.27 per cent. of the Clinigen Shares in issue on 14 January 2022
(the "Latest Practicable Date"). Full details of the irrevocable
undertakings are set out in Appendix 2 to this announcement.
Adjournment of Clinigen Shareholder Meetings
Notices of the Court Meeting and the General Meeting were
contained in Part X and Part XI respectively of the Scheme
Document.
In the light of the Increased Final Offer, and in order to allow
all Clinigen Shareholders the proper opportunity to fully consider
the Increased Final Offer, the Clinigen Board intends to propose
that the Court Meeting and the General Meeting, which are due to be
held on 18 January 2022 be adjourned so as to be held on 8 February
2022 at, respectively, 10.00 a.m. and 10.15 a.m. (or as soon
thereafter as the Court Meeting concludes or is adjourned) at the
offices of Ashurst LLP, London Fruit & Wool Exchange, 1 Duval
Square, London, E1 6PW.
Actions to be taken by Clinigen Shareholders
Forms of Proxy in respect of the Court Meeting and the General
Meeting should therefore now be returned so as to be received as
soon as possible and in any event not later than:
-- 10:00 a.m. on 4 February 2022 in respect of the Court Meeting; and
-- 10:15 a.m. on 4 February 2022 in respect of the General Meeting.
While it is currently anticipated that the Court Meeting and the
General Meeting will be held at the offices of Ashurst LLP, London
Fruit & Wool Exchange, 1 Duval Square, E1 6PW in a COVID-19
secure manner, it is possible that the evolving COVID-19 pandemic
and Government restrictions and guidance in relation to any
developments may mean that this is not possible.
In light of the uncertainty surrounding the COVID-19
restrictions that may be in place at the date of the Meetings, and
in order to protect the health and safety of all stakeholders,
Scheme Shareholders, Clinigen Shareholders and other attendees
(including any duly appointed proxies and/or corporate
representatives) are strongly encouraged not to attend the Court
Meeting or General Meeting in person, save for the Chair and anyone
else nominated by the Chair in order to establish a quorum or to
facilitate the proceedings of the Meetings.
Clinigen remains firmly committed to encouraging shareholder
engagement on the business of the Court Meeting and the General
Meeting. As such, Scheme Shareholders and Clinigen Shareholders
(and any of their duly appointed proxies and/or corporate
representatives) will:
-- in the case of the Court Meeting be able to (i) attend and
vote at the Court Meeting remotely via the Virtual Meeting Platform
(even if a proxy appointment is submitted in advance) and (ii)
submit questions and/or objections remotely in writing via the
Virtual Meeting Platform or orally by telephone; and
-- in the case of the General Meeting be able to (i) follow the
business of (but not vote at) the General Meeting via the Virtual
Meeting Platform (even if a proxy appointment is submitted in
advance) and (ii) submit questions remotely in writing via the
Virtual Meeting Platform or orally by telephone.
The Virtual Meeting Guide contains further information on
accessing and engaging with the business of the Meetings remotely
via the Virtual Meeting Platform and via telephone and is available
on Clinigen's website at
https://www.clinigengroup.com/corporate/offer-for-clinigen-group-plc.
Clinigen Shareholders who do NOT wish to change their voting
instructions
Clinigen Shareholders who have already submitted Forms of Proxy
for the Court Meeting and the General Meeting and do not wish to
change their voting instructions, need take no further action as
their Forms of Proxy will continue to be valid in respect of the
Court Meeting and the General Meeting.
Clinigen Shareholders who DO wish to change their voting
instructions
Clinigen Shareholders who have submitted Forms of Proxy for the
Court Meeting and / or the General Meeting and who now wish to
change their voting instructions, should contact Equiniti Limited
between 8.30 a.m. and 5.30 p.m. Monday to Friday (except public
holidays in England and Wales) on 0371 384 2050 from within the UK
or +44 371 384 2050 if calling from overseas. International rates
apply to calls from outside the UK. Please note that calls may be
monitored or recorded and the shareholder helpline cannot provide
financial, legal or tax advice or advice on the merits of the
Transaction.
Clinigen Shareholders are also reminded that completion and
return of a Form of Proxy, or the appointment of a proxy
electronically using CREST, will not prevent them from voting at
the Court Meeting via the Virtual Meeting Platform. Please refer to
pages 10 to 12 of the Scheme Document and the Virtual Meeting Guide
for further information.
Timetable update
An updated expected timetable for the Acquisition is accordingly
set out below. All times shown are London times unless otherwise
stated. All dates and times are based on Clinigen and Triton's
current expectations and are subject to change. If any of the dates
and/or times in this expected timetable change, the revised dates
and/or times will be notified to Clinigen Shareholders by
announcement through a Regulatory Information Service, with such
announcement being made available on Clinigen's and Triton's
websites at
https://www.clinigengroup.com/corporate/offer-for-clinigen-group-plc/
and https://announcements.triton-partners.com/announcements/
respectively.
Event Expected time/date (1)
Latest time for lodging Forms
of Proxy for: 10.00 a.m. on 4 February 2022(2)
Court Meeting (PINK form) 10.15 a.m. on 4 February 2022(2)
General Meeting (YELLOW form)
Voting Record Time 6.30 p.m. on 4 February 2022(3)
Court Meeting 10.00 a.m. on 8 February 2022
General Meeting 10.15 a.m. on 8 February 2022
(4)
The following dates are indicative only and subject to
change; please see note (1) below
Scheme Court Hearing A date expected to be early
in Q2 2022 ("D")
Last day of dealings in, and D+ 1 Business Day (5)
for registration of transfers
of, and disablement in CREST
of, Clinigen Shares
Scheme Record Time 6.00 p.m. on D + 1 Business
Day
Effective Date of the Scheme D + 2 Business Days
(6)
Suspension of dealings in 7.30 a.m. on D + 2 Business
Clinigen Shares Days
Cancellation of admission by 8.00 a.m. on D + 3 Business
to trading of Clinigen Shares Days
on AIM
Latest date for electronic within 14 days of the Effective
payment/dispatch of cheques/settlement Date
through CREST in respect of
the consideration for the
Acquisition
Long Stop Date 8 September 2022(7)
_________________
Notes:
(1) These times and dates are indicative only and will depend
on, among other things, the date(s) upon which (i) the Conditions
are satisfied or (where applicable) waived, (ii) the Court
sanctions the Scheme, and (iii) the Court Order sanctioning the
Scheme is delivered to the Registrar of Companies. If the expected
date of the Scheme Court Hearing is changed, Clinigen will give
adequate notice of the changes by issuing an announcement through a
Regulatory Information Service.
(2) The PINK Form of Proxy for the Court Meeting, if not
received by the time stated above (or, if the Court Meeting is
adjourned, 48 hours (excluding non-working days) before the
adjourned Court Meeting), may be handed to a representative of
Equiniti Limited, on behalf of the Chair of the Court Meeting, or
to the Chair of the Court Meeting, before the start of that
Meeting. However, in order to be valid, the YELLOW Form of Proxy
must be received no later than 10.15 a.m. on 4 February 2022 (or,
if the General Meeting is adjourned, 48 hours (excluding
non-working days) before the time fixed for the adjourned General
Meeting).
(3) If either the Court Meeting or the General Meeting is
adjourned, the Voting Record Time for the relevant adjourned
Meeting will be 6.30 p.m. on the date which is two Business Days
before the date set for such adjourned Meeting.
(4) To commence at 10.15 a.m. or as soon thereafter as the Court
Meeting shall have concluded or adjourned.
(5) Clinigen Shares will be disabled in CREST from 6.00 p.m. on D + 1 Business Day.
(6) The Scheme will become Effective pursuant to its terms upon
the Court Order being delivered to the Registrar of Companies.
(7) The latest date by which the Scheme must be implemented may
be extended by agreement between Clinigen and Bidco with the prior
consent of the Panel and (if required) the approval of the
Court.
Conditions
The Conditions to the Acquisition are set out in full in Part
III (Conditions to and certain further terms of the Acquisition and
the Scheme) of the Scheme Document.
The Scheme will be modified to reflect the terms of the
Increased Final Offer. Save as set out in this announcement, the
Increased Final Offer will be subject to the same terms and
conditions as the Original Offer, as set out in the Scheme
Document.
Publication of shareholder letter
A shareholder letter relating to the Increased Final Offer (the
"Shareholder Letter") will be posted shortly to Clinigen
Shareholders and, for information only, made available to
participants in the Clinigen Share Plans and persons with
information rights, subject to certain restrictions relating to
persons resident in Restricted Jurisdictions.
Clinigen Shareholders are urged to carefully read the
Shareholder Letter once it becomes available, along with the Scheme
Document, because it will contain important information on the
Acquisition, including details of the Clinigen Board's
recommendation to Clinigen Shareholders.
Financing
The cash consideration payable to the Clinigen Shareholders by
Bidco under the terms of the Increased Final Offer will be financed
by a combination of:
- equity to be invested by the Triton Funds pursuant to a
revised equity commitment letter dated 17 January 2022 (including
the funds provided by StepStone in connection with the
co-investment); and
- debt, pursuant to the terms of a commitment letter dated 14
January 2022 and an interim facilities agreement dated 8 December
2021 in respect of certain senior and second lien debt facilities
between, among others, Bidco and; (i) Barclays Bank PLC; (ii)
Credit Suisse AG, London Branch (iii) HSBC Bank plc; (iv) J.P.
Morgan Chase Bank, N.A., London Branch; (v) J.P. Morgan Securities
plc; (vi) NatWest Markets plc; (vii) National Westminster Bank Plc;
and (viii) Investec Bank plc.
J.P. Morgan Cazenove, as lead financial adviser to Triton and
Bidco, is satisfied that sufficient cash resources are available to
Bidco to enable it to satisfy in full the cash consideration
payable to Clinigen Shareholders in connection with the Increased
Final Offer.
Update on Financing Arrangements
In the Scheme Document (see Part VIII, paragraph 9.2), it was
stated that on 8 December 2021, (1) Bidco and (2) the Mandated Lead
Arrangers ("MLAs"), among others, entered into a syndication and
fee letter which set out, among other things, certain fees payable
by Bidco in connection with the provision of the Facilities (the
"Original Syndication and Fee Letter").
On 11 January 2022, Bidco announced that (i) Bidco, together
with the other parties to the Original Syndication and Fee Letter,
entered into a new syndication and fee letter (the "Replacement
Syndication and Fee Letter") with National Westminster Bank Plc and
NatWest Markets Plc (together, the "Additional Credit Parties");
and (ii) Bidco, the MLAs and the Additional Credit Parties, among
others, entered into a new binding commitment letter which replaced
the original debt commitment letter entered into by Bidco on 8
December 2021 (the "Original Commitment Document"), in order for
the Additional Credit Parties to become parties to such documents
alongside the parties to the Original Commitment Documents (the
"Replacement Commitment Documents" and together with the
Replacement Syndication and Fee Letter, the "Replacement Financing
Agreements").
On 14 January 2022, (i) Bidco, together with the other parties
to the Replacement Syndication and Fee Letter entered into a new
syndication and fee letter with Investec Bank plc (the "Second
Replacement Syndication and Fee Letter") and (ii) Bidco, the MLAs
and Investec Bank plc, among others, entered into a new binding
commitment letter which replaced the Replacement Commitment
Documents, in order for Investec Bank plc to become party to such
documents alongside the parties to the Replacement Commitment
Documents (the "Second Replacement Commitment Documents" and
together with the Second Replacement Syndication and Fee Letter,
the "Second Replacement Financing Agreements").
General
The commercial justification for the Acquisition remains
unchanged and is set out in paragraph 4 of Part I of the Scheme
Document.
The Increased Final Offer does not change Bidco's intentions as
regards the business of Clinigen as referred to in paragraph 6 of
Part I of the Scheme Document.
The bases and sources of certain financial information contained
in this announcement are set out in Appendix 1 to this
announcement.
Consents
RBC Capital Markets, Numis, J.P. Morgan Cazenove, Barclays and
HSBC have each given and not withdrawn their consent to the
publication of this announcement with the inclusion herein of the
references to their names in the form and context in which they
appear.
Documents available on website
Copies of this announcement and the documents listed below will,
by no later than 12.00 noon on the Business Day following the date
of this announcement, be made available (subject to certain
restrictions relating to persons resident in Restricted
Jurisdictions), free of charge, at
https://www.clinigengroup.com/corporate/offer-for-clinigen-group-plc/
and https://announcements.triton-partners.com/announcements/. Save
as expressly referred to in this announcement, the contents of such
websites (including the documents listed below) are not
incorporated into and do not form part of this announcement.
- The revised equity commitment letter described above.
- The written consents provided by RBC Capital Markets, Numis,
J.P. Morgan Cazenove, Barclays and HSBC referred to above.
- The Second Replacement Financing Agreements.
- This announcement.
Enquiries
Bidco and Triton
Media & Communications media@Triton-partners.com
J.P. Morgan Cazenove (Lead Financial
Adviser to Bidco and Triton)
James Mitford / Hemant Kapoor Tel: +44 (0) 20 7742
4000
Dwayne Lysaght / Alex Bruce
Greenbrook PR (PR adviser to Bidco and
Triton)
James Madsen / Alex Jones Tel: +44 (0) 7867 472
731 / +44 (0) 20 7952
2000
Triton@greenbrookpr.com
Clinigen
Shaun Chilton - Chief Executive Officer Tel: +44 (0) 1283 495
010
Investors@Clinigengroup.com
Rob Fox - VP Investor Relations and
Corporate Development
Consilium Strategic Communications (PR
adviser to Clinigen)
Mary-Jane Elliott / Matthew Cole / Jessica Tel: +44 (0) 20 3709
Hodgson 5700
Clinigen@consilium-comms.com
RBC Capital Markets (Lead Financial
Adviser and Corporate Broker to Clinigen)
Mark Preston / Thomas Stockman Tel: +44 (0) 207 653
4000
Marcus Jackson / Elliot Thomas
Numis (Financial Adviser, Corporate
Broker and Nominated Adviser to Clinigen)
James Black / Stuart Ord Tel: +44 (0) 20 7260
1000
Garry Levin / Freddie Barnfield
Barclays Bank plc and HSBC Bank plc are also acting as financial
advisers to Bidco and Triton.
RBC Capital Markets and Numis are providing independent advice
to Clinigen pursuant to Rule 3 of the Takeover Code.
White & Case LLP has been retained as legal adviser to
Triton and Bidco. Alston & Bird (City) LLP has been retained as
legal adviser to StepStone.
Ashurst LLP has been retained as legal adviser to Clinigen.
Important information
J.P. Morgan Securities plc, which conducts its UK investment
banking business as J.P. Morgan Cazenove ("J.P. Morgan Cazenove"),
is authorised in the United Kingdom by the Prudential Regulation
Authority (the "PRA") and regulated in the United Kingdom by the
PRA and the Financial Conduct Authority. J.P. Morgan Cazenove is
acting as financial adviser exclusively for Bidco and Triton and no
one else in connection with the Acquisition and will not regard any
other person as its client in relation to the Acquisition and will
not be responsible to anyone other than Bidco and Triton for
providing the protections afforded to clients of J.P. Morgan
Cazenove or its affiliates, nor for providing advice in relation to
the Acquisition or any matter or arrangement referred to
herein.
Barclays Bank PLC, acting through its investment bank
("Barclays"), which is authorised by the Prudential Regulation
Authority and regulated in the United Kingdom by the Financial
Conduct Authority and the Prudential Regulation Authority, is
acting exclusively for Bidco and Triton and no one else in
connection with the matters set out in this announcement and will
not be responsible to anyone other than Bidco and Triton for
providing the protections afforded to clients of Barclays nor for
providing advice in relation to the matters set out in this
announcement.
HSBC Bank plc ("HSBC"), which is authorised by the Prudential
Regulation Authority and regulated in the United Kingdom by the
Financial Conduct Authority and the Prudential Regulation
Authority, is acting as financial adviser to Bidco and Triton and
no one else in connection with the Acquisition and will not be
responsible to anyone other than Bidco and Triton for providing the
protections afforded to clients of HSBC, or for providing advice in
connection with the matters referred to herein. Neither HSBC nor
any of its group undertakings or affiliates owes or accepts any
duty, liability or responsibility whatsoever (whether direct or
indirect, whether in contract, in tort, under statute or otherwise)
to any person who is not a client of HSBC in connection with the
Acquisition or any matter referred to herein.
RBC Europe Limited (trading as RBC Capital Markets), which is
authorised by the Prudential Regulation Authority and regulated by
the Financial Conduct Authority and the Prudential Regulation
Authority in the United Kingdom, is acting for Clinigen and no one
else in connection with the matters referred to in this
announcement and will not be responsible to anyone other than
Clinigen for providing the protections afforded to clients of RBC
Capital Markets, or for providing advice in connection with matters
referred to in this announcement.
Numis, which is authorised and regulated in the United Kingdom
by the Financial Conduct Authority, is acting exclusively for
Clinigen and no one else in connection with the matters set out in
this announcement and will not be responsible to anyone other than
Clinigen for providing the protections afforded to clients of Numis
or its affiliates, nor for providing advice in relation to any
matter referred to herein.
This announcement is for information purposes only, and is not
intended to, and does not, constitute or form part of, any offer or
inducement to sell or an 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 Acquisition or
otherwise, nor shall there be any sale, issuance or transfer of
securities of Clinigen in any jurisdiction in contravention of
applicable law.
The Acquisition will be made solely on the terms set out in the
Scheme Document and to be set out in the Shareholder Letter (or, if
the Acquisition is implemented by way of a Takeover Offer, the
Offer Document and form of acceptance), which contains the full
terms and conditions of the Acquisition including details of how to
vote in respect of the Acquisition. Any vote in respect of the
Scheme or other decision or response in relation to the Acquisition
should be made only on the basis of the information contained in
the Scheme Document and to be contained in the Shareholder Letter
(or, if the Acquisition is implemented by way of a Takeover Offer,
the Offer Document). Clinigen Shareholders are advised to read
carefully the Scheme Document and related Forms of Proxy (or, if
applicable, the Offer Document) and the Shareholder Letter once it
has been dispatched.
This announcement does not constitute a prospectus, prospectus
equivalent document or prospectus exempted document, including for
the purposes of Article 1(4) or (5) of the UK Prospectus
Regulation.
Overseas jurisdictions
This announcement has been prepared in accordance with and for
the purpose of complying with English law, the Takeover Code, the
AIM Rules, the Market Abuse Regulation and the Disclosure Guidance
and Transparency Rules, 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 of
jurisdictions outside of England and Wales.
The release, publication or distribution of this announcement in
or into certain jurisdictions other than the United Kingdom may be
restricted by law and may affect the availability of the
Acquisition to persons who are not resident in the United Kingdom.
Persons who are not resident in the United Kingdom, or who are
subject to laws of any jurisdiction other than the United Kingdom,
should inform themselves about, and observe any applicable
requirements of their jurisdictions. Any person (including, without
limitation, nominees, trustees and custodians) who would, or
otherwise intends to, forward this announcement, the Scheme
Document or any accompanying document to any jurisdiction outside
the United Kingdom should refrain from doing so and should seek
appropriate professional advice before taking any action. In
particular, the ability of persons who are not resident in the
United Kingdom to vote their Clinigen Shares at the Court Meeting
or the General Meeting, or to execute and deliver Forms of Proxy
appointing another to vote their Clinigen Shares in respect of the
Court Meeting or the General Meeting on their behalf, may be
affected by the laws of the relevant jurisdiction in which they are
located.
Any failure to comply with the applicable legal or regulatory
requirements may constitute a violation of the laws and/or
regulations of any such jurisdiction. To the fullest extent
permitted by applicable law, the companies and persons involved in
the Acquisition disclaim any responsibility and liability for the
violation of such restrictions by any person.
Unless otherwise determined by Bidco or required by the Takeover
Code, and permitted by applicable law and regulation, the
Acquisition will not be made, directly or indirectly, in or into or
by use of the mails or any other means or instrumentality
(including, without limitation, telephonic or electronic) of
interstate or foreign commerce of, or any facility of a national,
state or other securities exchange of, a Restricted Jurisdiction,
and the Acquisition will not be capable of acceptance and no person
may vote in favour of the Acquisition by any such use, means,
instrumentality or facility or from within a Restricted
Jurisdiction. Accordingly, copies of this announcement and formal
documentation relating to the Acquisition are not being, and must
not be, directly or indirectly, mailed or otherwise forwarded or
distributed in, into or from a Restricted Jurisdiction and persons
receiving this announcement and all such documents relating to the
Acquisition (including custodians, nominees and trustees) must not
distribute or send them into or from a Restricted Jurisdiction.
Doing so may render invalid any related purported vote in respect
of the Acquisition.
If the Acquisition is implemented by way of a Takeover Offer
(unless otherwise permitted by applicable law and regulation), the
Takeover Offer may not be made directly or indirectly, in or into,
or by the use of mails or any means or instrumentality (including,
without limitation, telephonic or electronic) of interstate or
foreign commerce of, or any facility of a national, state or other
securities exchange of, a Restricted Jurisdiction, and the Takeover
Offer may not be capable of acceptance by any such use, means,
instrumentality or facilities.
Further details in relation to Overseas Shareholders are
contained in the Scheme Document.
Additional information for US investors
The Acquisition is being made to acquire the securities of an
English company by means of a scheme of arrangement provided for
under the law of England and Wales. A transaction effected by means
of a scheme of arrangement is not subject to the tender offer or
proxy solicitation rules under the US Exchange Act. Accordingly,
the Scheme is subject to disclosure requirements and practices
applicable in the UK to schemes of arrangement, which are different
from the disclosure requirements of the US tender offer and proxy
solicitation rules. The financial information included in this
announcement and the Scheme Document has been prepared in
accordance with International Financial Reporting Standards and
thus 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 US. If Bidco
were to elect to implement the Acquisition by means of a Takeover
Offer, and extend the Takeover Offer into the United States, such
Takeover Offer would be made in compliance with applicable US laws
and regulations, including Section 14(e) of the US Exchange Act and
Regulation 14E thereunder. Such a Takeover Offer would be made in
the US by Bidco and no one else.
The receipt of cash pursuant to the Acquisition by a US Clinigen
Shareholder as consideration for the transfer of its Clinigen
Shares pursuant to the Scheme may be a taxable transaction for US
federal income tax purposes and under applicable US state and
local, as well as foreign and other, tax laws and such tax
consequences are not described herein. Clinigen Shareholders are
urged to consult their independent professional advisers
immediately regarding the tax consequences of the Acquisition
applicable to them including under applicable United States state
and local, as well as overseas and other, tax laws.
It may be difficult for US Clinigen Shareholders to enforce
their rights and claims arising out of the US federal securities
laws, since Clinigen is located in a country other than the US, and
some or all of its officers and directors may be residents of
countries other than the US. US Clinigen Shareholders may not be
able to sue a non-US company or its officers or directors in a
non-US court for violations of US securities laws. Further, it may
be difficult to compel a non-US company and its affiliates to
subject themselves to a US court's jurisdiction and judgement.
If Bidco were to elect to implement the Acquisition by means of
a Takeover Offer, in accordance with normal UK practice and
pursuant to Rule 14e-5(b) of the US Exchange Act, Bidco, certain
affiliated companies and their nominees or brokers (acting as
agents) may make certain purchases of, or arrangements to purchase,
Clinigen Shares outside of the US, other than pursuant to the
Acquisition, until the date on which the Acquisition and/or Scheme
becomes Effective, lapses or is otherwise withdrawn. Also, in
accordance with Rule 14e-5(b) of the US Exchange Act, each of J.P.
Morgan Cazenove, Barclays, HSBC, RBC, and Numis will continue to
act as a connected exempt principal trader in Clinigen Shares on
the London Stock Exchange. If such purchases or arrangements to
purchase were to be made they would occur either in the open market
at prevailing prices or in private transactions at negotiated
prices and comply with applicable law, including the US Exchange
Act. Any information about such purchases or arrangements to
purchase will be disclosed as required in the UK, will be reported
to a Regulatory Information Service and will be available on the
London Stock Exchange website at www.londonstockexchange.com.
Forward-looking statements
This announcement (including information incorporated by
reference in this announcement) may contain certain
"forward-looking statements" with respect to Bidco, Triton or
Clinigen. These forward-looking statements can be identified by the
fact that they do not relate only to historical or current facts.
Forward-looking statements often, but do not always, use words such
as "prepares", "plans", "is subject to", "budget", "projects",
"synergy", "strategy", "scheduled", "forecasts", "cost-saving",
"intends", "believes", "anticipate", "target", "expect",
"estimate", "intend", "plan", "goal", "believe", or variations of
words and phrases or statements that certain actions, events or
results "will", "may", "should", "would", "could" or other words or
terms of similar meaning or the negative thereof. Forward-looking
statements include statements relating to the following: (i) future
capital expenditures, expenses, revenues, earnings, synergies,
economic performance, indebtedness, financial condition, dividend
policy, losses and future prospects; (ii) business and management
strategies and the expansion and growth of Bidco's, Triton's,
Clinigen's, any member of the Bidco Group's or any member of the
Clinigen Group's operations and potential synergies resulting from
the Acquisition; and (iii) the effects of global economic
conditions and government regulation on Bidco's, Triton's,
Clinigen's, any member of the Bidco Group's or any member of the
Clinigen Group's business. These forward-looking statements involve
known and unknown risks, uncertainties and other factors which may
cause actual results, performance or developments to differ
materially from those expressed in or implied by such
forward-looking statements.
Such forward looking statements are not guarantees of future
performance. By their nature, because they relate to events and
depend on circumstances that will occur in the future, these
forward-looking statements involve known and unknown risks,
uncertainties that could significantly affect expected results and
are based on certain key assumptions and other factors which may
cause actual results, performance or developments to differ
materially from those expressed in or implied by such
forward-looking statements.
These factors include, but are not limited to, the satisfaction
of the conditions to the Acquisition, as well as additional
factors, such as changes in global political, economic, business
and competitive environments and in market and regulatory forces,
changes in tax rates, future business combinations or disposals,
changes in general economic and business conditions, changes in the
behaviour of other market participants, changes in the anticipated
benefits from the proposed transaction not being realised as a
result of changes in general economic and market conditions in the
countries in which Bidco and Clinigen operate, weak, volatile or
illiquid capital and/or credit markets, changes in the level of
capital investment, retention of key employees, changes in customer
habits, success of business and operating initiatives and
restructuring objectives, impact of any acquisitions or similar
transactions, changes in customers' strategies and stability,
competitive product and pricing measures, changes in laws,
supervisory expectations or requirements and the regulatory
environment, fluctuations of interest and/or exchange rates and the
outcome of any litigation. Other unknown or unpredictable factors
could cause actual results to differ materially from those
expected, estimated or projected in the forward-looking
statements.
These forward-looking statements are based on numerous
assumptions regarding present and future strategies and
environments. If any one or more of these risks or uncertainties
materialises or if any one or more of the assumptions proves
incorrect, actual results may differ materially from those
expected, estimated or projected. Such forward-looking statements
should therefore be construed in the light of such factors. You are
cautioned not to place any reliance on such forward-looking
statements, which speak only as of the date hereof. All subsequent
oral or written forward-looking statements attributable to J.P.
Morgan Cazenove, Barclays, HSBC, RBC Capital Markets, Numis, Bidco,
Triton or Clinigen or any person acting on their behalf are
expressly qualified in their entirety by the cautionary statement
above. Should one or more of these risks or uncertainties
materialise, or should underlying assumptions prove incorrect,
actual results may vary materially from those described in this
announcement.
None of J.P. Morgan Cazenove, Barclays, HSBC, RBC Capital
Markets , Numis, Bidco, Triton, Clinigen, or any of their
respective associates or directors, officers or advisers, provides
any representation, assurance or guarantee that the occurrence of
the events expressed or implied in any forward-looking statements
in this announcement will actually occur. Given these risks and
uncertainties, Clinigen Shareholders are cautioned not to place any
reliance on these forward looking statements.
J.P. Morgan Cazenove, Barclays, HSBC, RBC Capital Markets ,
Numis, Bidco, Triton and Clinigen assume no obligation to update
publicly or revise forward-looking or other statements contained in
this announcement, whether as a result of new information, future
events or otherwise, except to the extent legally required.
No profit forecasts, estimates or quantified benefits
statements
No statement in this announcement is intended as a profit
forecast, profit estimate or quantified benefits statement for any
period and no statement in this announcement should be interpreted
to mean that earnings or earnings per ordinary share for Clinigen
for the current or future financial years would necessarily match
or exceed the historical published earnings or earnings per
ordinary share for Clinigen.
Right to switch to a Takeover Offer
Bidco reserves the right to elect, subject to the terms of the
Co-operation Agreement and with the consent of the Panel, to
implement the Acquisition by way of a Takeover Offer for the entire
issued and to be issued ordinary share capital of Clinigen as an
alternative to the Scheme. In such an event, the Takeover Offer
will be implemented on the same terms or, if Bidco so decides, on
such other terms being no less favourable (subject to appropriate
amendments), so far as applicable, as those which would apply to
the Scheme.
Electronic communications
Please be aware that addresses, electronic addresses and certain
other information provided by Clinigen Shareholders, persons with
information rights and other relevant persons for the receipt of
communications from Clinigen may be provided to Bidco and Triton
during the Offer Period, as required under Section 4 of Appendix 4
to the Takeover Code, to comply with Rule 2.11(c).
Publication on website and availability of hard copies
In accordance with Rule 26.1 of the Takeover Code, a copy of
this announcement will be made available (subject to certain
restrictions relating to persons resident in Restricted
Jurisdictions), free of charge, at
https://www.clinigengroup.com/corporate/offer-for-clinigen-group-plc/
and https://announcements.triton-partners.com/announcements/ by no
later than 12.00 noon (London time) on the Business Day following
the date of publication of this announcement. Save as expressly
referred to in this announcement, neither the contents of these
websites nor any website accessible from hyperlinks is incorporated
into and do not form part of this announcement.
In accordance with Rule 30.3 of the Takeover Code, Clinigen
Shareholders, persons with information rights and participants in
Clinigen Share plans, may request a hard copy of this announcement
by contacting Clinigen's registrars, Equiniti Limited, between 8.30
a.m. and 5.30 p.m. Monday to Friday (except public holidays in
England and Wales) on 0371 384 2050 from the UK or +44 371 384 2050
from overseas or by submitting a request in writing to Equiniti
Limited, Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA,
United Kingdom. International rates apply to calls from outside the
UK. Please note calls may be recorded and Equiniti Limited cannot
provide advice on the merits of the Acquisition or give any
financial, legal or tax advice. Clinigen Shareholders may also
request that all future documents, announcements and information in
relation to the Acquisition should be sent to them in hard copy
form. If you have received this document in electronic form, copies
of this document and any document or information incorporated by
reference into this document will not be provided unless such a
request is made.
Dealing disclosure requirements
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 p.m. (London time) on the 10th business
day following the commencement of the offer period and, if
appropriate, by no later than 3.30 p.m. (London time) on the 10th
business day following the announcement in which any securities
exchange offeror is first identified. Relevant persons who deal in
the relevant securities of the offeree company or of a securities
exchange offeror prior to the deadline for making an Opening
Position Disclosure must instead make a Dealing Disclosure.
Under Rule 8.3(b) of the Takeover Code, any person who is, or
becomes, interested in 1% or more of any class of relevant
securities of the offeree company or of any securities exchange
offeror must make a Dealing Disclosure if the person deals in any
relevant securities of the offeree company or of any securities
exchange offeror. A Dealing Disclosure must contain details of the
dealing concerned and of the person's interests and short positions
in, and rights to subscribe for, any relevant securities of each of
(i) the offeree company and (ii) any securities exchange
offeror(s), save to the extent that these details have previously
been disclosed under Rule 8. A Dealing Disclosure by a person to
whom Rule 8.3(b) applies must be made by no later than 3.30 pm
(London time) on the business day following the date of the
relevant dealing.
If two or more persons act together pursuant to an agreement or
understanding, whether formal or informal, to acquire or control an
interest in relevant securities of an offeree company or a
securities exchange offeror, they will be deemed to be a single
person for the purpose of Rule 8.3.
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 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.
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 the figures that precede them.
General
If you are in any doubt about the contents of this announcement
or the action you should take, you are recommended to seek your own
independent financial advice immediately from your stockbroker,
bank manager, solicitor or independent financial adviser duly
authorised under the Financial Services and Markets Act 2000 (as
amended) if you are resident in the United Kingdom or, if not, from
another appropriate authorised independent financial adviser.
Appendix 1
BASES AND SOURCES
1. As at the Latest Practicable Date, there were 133,366,726 Clinigen Shares in issue.
2. As at the Latest Practicable Date, there were up to 3,253,353
Clinigen Shares that may be issued pursuant to the Clinigen Share
Plans. The additional number of Clinigen Shares has been calculated
on the basis that there are 416,421 Clinigen Shares held by the
Clinigen Group's employee benefit trust that will be used to
satisfy the awards under the Clinigen Share Plans.
3. Any references to the issued and to be issued share capital
of Clinigen are each based on:
(a) the 133,366,726 Clinigen Shares referred to in paragraph (1) above; and
(b) the 3,253,353 Clinigen Shares that may be issued pursuant to
Clinigen Shares Plans referred to in paragraph (2) above.
4. The value attributed to the existing issued and to be issued
ordinary share capital of the Company is based upon a fully diluted
share capital figure of 136,620,079 Clinigen Shares as calculated
in paragraph (3) above.
5. The enterprise value multiple of 14x Clinigen's adjusted
EBITDA for the year ended 30 June 2021 of GBP116.3 million referred
to in this announcement is calculated based on an enterprise value
of GBP1.6 billion, comprising:
(a) A fully diluted equity value of GBP1.3 billion based on the
issued and to be issued share capital of Clinigen as set out above;
and
(b) Net financial debt of GBP0.3 billion on a post-IFRS 16 basis.
6. Clinigen's free cash flow of GBP83.0 million referred to in
this announcement is extracted from the 2021 Clinigen Annual Report
(page 50).
7. Unless otherwise stated, the financial information on
Clinigen is extracted or derived (without material adjustment) from
Clinigen's annual report and accounts for the years ended 30 June
2019, 30 June 2020 and 30 June 2021.
8. Unless stated otherwise, all prices quoted for Clinigen
Shares are Closing Prices on the relevant date(s) derived from
Bloomberg.
9. Certain figures included in this announcement have been
subject to rounding adjustments.
Appendix 2
DETAILS OF IRREVOCABLE UNDERTAKINGS
Bidco has received irrevocable undertakings from the Clinigen
Directors whose names are set out below to vote in favour of, or
accept, the Acquisition in respect of a total of 358,902 Clinigen
Shares (representing, in aggregate, approximately 0.27 per cent. of
Clinigen Shares in issue on the Latest Practicable Date).
Name Number of Clinigen Shares Percentage of issued
ordinary share capital
of the Company (to two
decimal places)
--------------- -------------------------- ------------------------
Elmar Schnee 10,000 0.01
Shaun Chilton 330,044 0.25
Anne Hyland 11,858 0.01
Alan Boyd 7,000 0.01
Total 358,902 0.27
The irrevocable undertakings given by the Clinigen Directors
listed above will cease to be binding if:
-- Triton announces, with the consent of the Panel, that it does
not intend to proceed with the Acquisition and no new, revised or
replacement acquisition (to which this Undertaking applies) is
announced in accordance with Rule 2.7 of the Takeover Code at the
same time;
-- the Scheme becomes effective in accordance with its terms or
a Takeover Offer (if applicable) is declared unconditional in
accordance with the requirements of the Takeover Code;
-- the Scheme lapses or is withdrawn unless Bidco announces at
the same time and with the consent of the Panel, a firm intention
to switch to a Takeover Offer;
-- the Scheme does not become effective, or, if Bidco elects to
implement the Acquisition by way of a Takeover Offer, the Takeover
Offer does not become unconditional in accordance with the
requirements of the Takeover Code (as the case may be), by the Long
Stop Date; or
-- any competing offer is made for Clinigen and such competing
offer is declared unconditional in accordance with the requirements
of the Takeover Code (if implemented by way of takeover offer) or
otherwise becomes effective (if implemented by way of a scheme of
arrangement).
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END
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