Revised Merger Terms
09 July 2007 - 5:30PM
UK Regulatory
RNS Number:8588Z
Cross Shore Acquisition Corporation
09 July 2007
Cross Shore Acquisition Corporation
9 July 2007
THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO THE
UNITED STATES, AUSTRALIA, CANADA, THE REPUBLIC OF IRELAND, THE REPUBLIC OF SOUTH
AFRICA OR JAPAN OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A
VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION.
Cross Shore Acquisition Corporation
Revision to terms of Acquisition of ReSearch Pharmaceutical Services, Inc.
Publication of Supplement to the Readmission Document
Convening of a New Special General Meeting
Overview
On 5 June 2007, Cross Shore Acquisition Corporation ("Cross Shore") sent to
Shareholders a readmission document ("Readmission Document") in connection with
its proposed acquisition of ReSearch Pharmaceutical Services, Inc. ("RPS")
("Acquisition"). Subsequently, on 27 June 2007, Cross Shore announced that it
had reached agreement in principle on revised terms for the Acquisition.
Key points for Shareholders:
* Revised terms of the acquisition agreed.
* Launch of Warrant Tender Offer closing on 2 August 2007
* Cancellation of Special General Meeting scheduled for 11 July 2007
and New Special General Meeting convened for 3 August 2007
* Proxies submitted for 11 July 2007 Special General Meeting declared void;
New Proxies to be solicited in respect of resolutions to be voted on at
New Special General Meeting
* Publication and dispatch to Shareholders of Supplemental Readmission
Document
Cross Shore announces that it has signed an amendment to the original
Acquisition Agreement finalizing the revised terms of the Acquisition. On 6 July
2007 Cross Shore also published and sent to shareholders a Supplement to the
Readmission Document sent to Shareholders on 5 June 2007 and sent to holders of
Existing Warrants details of an Exchange Offer under which holders of Existing
Warrants may, conditional upon the completion of the Acquisition exchange 6.5
Existing Warrants for 1 new Share. The Exchange Offer will remain open for the
statutory period of 20 business days.
The Company's Shares (AIM : CSE) and Warrants (AIM : CSEW) will resume trading
on 9 July 2007.
REVISED PRINCIPAL TERMS OF, AND SOURCES OF FUNDING FOR, THE ACQUISITION
Pursuant to the amendment to the Acquisition Agreement:
* the Selling Securityholders will receive, in aggregate, $20.0
million in cash (reduced from $39.1 million) and 15.76 million Exchange
Shares (increased from 12.55 million)
* Founding Shares reduced by 3.0 million (from 4.67 million shares to
1.67 million shares) for an aggregate consideration of $300
* 19.06 million Exchange Warrants will no longer be issued
* approximately $2.6 million will be paid, on or prior to completion
of the Acquisition, to holders of RPS preferred stock as accrued and
unpaid dividends, and approximately $4.5 million of RPS subordinated debt
will be repaid (unchanged)
* the Company will guarantee all of the remaining outstanding bank debt
of RPS (unchanged)
* Transaction bonuses payable to RPS managers will be restructured and
reduced from $1.2 million to $0.5 million
* Dan Perlman will receive the same form of consideration as other
Selling Securityholders, with the effect that the cash element of the
consideration will now be paid pro-rata to the Selling Securityholders
* The Contingent Dividend, as described in the Original Readmission
Document, will no longer be paid
* the Company will complete a tender offer pursuant to which all
holders of Existing Warrants, (subject to certain exemptions to comply
with regulatory requirements) will be offered the right to exchange 6.5
Existing Warrants for one Share
* existing options to purchase shares of RPS common stock will be
converted into up to 2.05 million options to purchase Shares
In addition to previously agreed conditions precedent in the Acquisition
Agreement, the completion of the Acquisition is conditional upon the holders of
at least 95% of the Existing Warrants tendering their Existing Warrants in the
tender offer and holders of, in aggregate, not more than 40% of the 18.67
million IPO Shares exercising their Repurchase Rights. RPS and the Selling
Securityholders Committee may, in certain instances elect to waive these
conditions.
The Acquisition continues to be conditional upon, inter alia, the approval of
Shareholders at a Special General Meeting. If the Acquisition is approved at the
Special General Meeting, trading in the Existing Shares and Existing Warrants on
AIM will be cancelled and application will be made for the admission to trading
on AIM of the Enlarged Issued Share Capital and the Existing Warrants.
Immediately following Readmission, 41.7 million Shares and 1.87 million Warrants
are expected to be outstanding, assuming (i) no exercise of Repurchase Rights;
(ii) the exchange of 95% of Existing Warrants into Shares; and (iii) the
issuance of the Exchange Shares. If 100% of the Existing Warrants are exchanged
for Shares, the number of Shares in issue immediately following Readmission will
rise to 42.0 million and the number of Warrants will fall to zero.
Special Meeting
For regulatory reasons relating to the length of time that the Warrant Tender
Offer must remain open and since the Acquisition is conditional on the outcome
of the Warrant Tender Offer, the Special General Meeting ("SGM"), originally to
be held on 11 July 2007, will be cancelled and a new SGM convened on 3 August
2007, at which the resolutions, as amended to take account of the revised
acquisition terms, will be put to Shareholders. In addition, the Directors will
be proposing a further resolution to waive the requirement to seek an opinion on
the valuation of the Exchange Shares to determine whether the transaction is a
Qualifying Business Combination.
Proxies submitted for the original SGM will be deemed void and shareholders will
be solicited for new proxies in respect of the resolutions to be put to
Shareholders at the new SGM. This solicitation is being made by mail but the
Company and its Directors and officers may also solicit proxies in person, by
telephone or by other electronic means.
REVISED EXPECTED TIMETABLE OF PRINCIPAL EVENTS
Publication of the Original Readmission Document 5 June 2007
Publication of this Supplement to the Original 6 July 2007
Readmission Document
Commencement of Tender Offer for Existing 6 July 2007
Warrants
Resumption of trading in the Existing Shares 9 July 2007
and Existing Warrants on AIM
Special Meeting Record Date 18 July 2007
Latest time and date for receipt of Forms 4.00 pm London Time, 1 August
of Proxy 2007
Latest time and date for receipt of Tender 11.59 pm, New York City
Offer Letter of Transmittal time, 2 August 2007
Special Meeting 10.00am Central Daylight
Time, 3 August 2007
Expected completion of the Acquisition 3 August 2007
Re-admission and commencement of dealings 8:00 am London time, 7 August
in Enlarged Issued Share Capital and 2007
Existing Warrants becomes effective
The above times and dates are indicative only and may be subject to change. In
the event that the expected timetable set out above changes, the Company will
notify such amended dates through the Regulatory Information Service of the
London Stock Exchange. Times and dates referred to in this document are times
and dates prevailing in London, England unless otherwise stipulated.
REVISED ACQUISITION STATISTICS(1)
Consideration payable upon completion of $ 27.1 million in cash(3)
the Acquisition(2)
15.76 million new Exchange
Shares
Exchange Shares as a percentage of 37.5 per cent.(4)
Enlarged Issued Share Capital
Maximum number of Warrants outstanding 2.99 million.(5)
following Readmission
(1) All numbers are approximate.
(2) In addition, it is expected that on completion of the Acquisition, the
Company will gurantee the outstanding bank debt of RPS, which for the month ended
May 31, 2007 had a principal balance of $8.7 million and an average month end
balance for the 6 months preceding the date of publication of the Readmission
Document of $9.0 million. Furthermore, the Company will grant up to 2.05 million
options to acquire Shares to current holders of RPS options in exchange for
their RPS options. These new options have a weighted average exercise price of
$0.75 per Share.
(3) Of this amount, $20.0 million will be paid to the Selling Securityholders
pursuant to the Acquisition Agreement, $2.6 million will be paid, at or prior to
completion of the Acquisition, to holders of RPS preferred stock as accrued and
unpaid dividends and approximately $4.5 million will be used to fully repay RPS'
outstanding subordinated debt. This amount assumes that holders of RPS options
do not exercise those options prior to completion of the Acquisition. If RPS
options are exercised then, pursuant to the Acquisition Agreement, each RPS
share of common stock acquired upon such exercise will entitle the holder of
such share to receive $8.00 in cash in exchange for such share.
(4) Assuming 95% take up of warrant tender offer and issue of Shares
accordingly, buyback of the Founding Shares and no exercise of Repurchase Rights
and subsequent cancellation of by the Company. Pursuant to the Acquisition
Agreement, options to acquire shares of RPS common stock will be converted into
options to acquire up to 2.05 million Shares. These options, and the amended Sunrise
Option are not included in calculating this amount.
(5) If only 95% of the Existing Warrants were to be exchanged, then the maximum
number of Existing Warrants any single party could own or which could remain
outstanding immediately after Readmission is 1,866,667, representing 100% of the
Existing Warrants then in issue and approximately 4.5% of the Company's Enlarged
Issued Share Capital if exercised. The maximum of 2.99 million outstanding
Existing Warrants assumes the completion of the Sunrise Tender Offer and that
95% of the Existing Warrants are exchanged under the Warrant Tender Offer.
Enquiries:
Cross Shore Acquisition Corporation
Dennis Smith / Ed Yang Telephone: +1 843 597 4760
Arbuthnot Securities Limited
(Nomad and UK Broker to Cross Shore)
James Steel / Guy Blakeney +44 20 7012 2000
This announcement does not constitute, or form part of, an offer or an
invitation to purchase any securities.
This announcement is not for distribution into the United States, Canada, Japan,
Australia, the Republic of Ireland or the Republic of South Africa or any other
jurisdiction where its distribution would constitute a violation of the relevant
laws of such jurisdiction. Neither Cross Shore Shares nor the Cross Shore
Warrants have been registered under the United States Securities Act of 1933, as
amended, or under the applicable securities laws Canada, Japan, Australia, the
Republic of Ireland or the Republic of South Africa. Accordingly (subject to
certain exceptions), neither the Cross Shore Shares nor the Cross Shore Warrants
may, directly or indirectly, be offered or sold within the United States,
Canada, Japan, Australia, the Republic of Ireland or the Republic of South
Africa or to or by any national, resident or citizen of such countries. The
distribution of the Readmission Document in other jurisdictions may be
restricted by law and therefore persons into whose possession the Readmission
Document comes should inform themselves about and observe any such restrictions.
Any failure to comply with these restrictions may constitute a violation of the
securities law of any such jurisdictions.
Arbuthnot Securities Limited, which is authorised and regulated in the United
Kingdom by the Financial Services Authority, is acting as nominated adviser and
UK broker to the Company in connection with Re-admission. Its responsibilities
as the Company's nominated adviser under the AIM Rules are owed solely to the
London Stock Exchange and are not owed to the Company or to any Director or
Proposed Director or to any other person.
Arbuthnot Securities Limited is acting exclusively for the Company and for no
one else and will not be responsible to anyone other than the Company for
providing the protections afforded to their clients or for providing advice in
relation to the contents of this announcement or the Re-admission. No
representation or warranty, express or implied, is made by Arbuthnot Securities
Limited as to the contents of this announcement. The information contained in
this announcement is not intended to inform or be relied upon by any subsequent
purchasers of Cross Shore Shares or Warrants (whether on or off exchange) and
accordingly no duty of care is accepted in relation to them.
The Directors and Proposed Directors of Cross Shore Acquisition Corporation
accept responsibility, individually and collectively, for the information
contained in this announcement and for compliance with the AIM Rules. To the
best of the knowledge and belief of the Directors and Proposed Directors, who
have taken all reasonable care to ensure that such is the case, the information
contained in this announcement is in accordance with the facts and does not omit
anything likely to affect the import of such information.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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