TIDMGLO
RNS Number : 3478Q
ContourGlobal PLC
27 June 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 SUCH JURISDICTION
FOR IMMEDIATE RELEASE
27 June 2022
RECOMMED CASH ACQUISITION
of
CONTOURGLOBAL PLC
by
CRETACEOUS BIDCO LIMITED
a newly formed company indirectly owned by funds advised by
Kohlberg Kravis Roberts & Co. L.P. and its affiliates
to be effected by means of a Scheme of Arrangement under
Part 26 of the Companies Act 2006
POSTING OF SHARE PLAN LETTERS
On 17 May 2022, the boards of ContourGlobal plc (the "Company"
or "ContourGlobal") and Cretaceous Bidco Limited ("Bidco")
announced that they had agreed the terms of a recommended cash
acquisition pursuant to which Bidco will acquire the entire issued
and to be issued ordinary share capital of ContourGlobal (the
"Acquisition"). Bidco is a newly formed company indirectly owned by
funds advised by Kohlberg Kravis Roberts & Co. L.P. and its
affiliates ("KKR"). The Acquisition is to be effected by means of a
Court-sanctioned scheme of arrangement under Part 26 of the
Companies Act (the "Scheme").
The circular in relation to the Scheme was published on 13 June
2022 (the "Scheme Document"). The Acquisition is subject to the
Conditions set out in Part III of the Scheme Document, including
the receipt of certain shareholder, anti-trust and regulatory
approvals. Capitalised terms used in this announcement (the
"Announcement") shall, unless otherwise defined, have the same
meanings as set out in the Scheme Document.
Posting of Share Plan Letters
ContourGlobal and Bidco are pleased to announce that, in
accordance with Rule 15 of the Takeover Code, they have today
dispatched joint letters to the holders of options under the
ContourGlobal plc Long Term Incentive Plan (the "LTIP") to provide
information on how the Acquisition will affect those options and
the arrangements applicable to those option holders, including
details of proposals being made, independent advice in relation to
such proposals and relevant dates and times. Letters have also been
sent to the participants in the LTIP who hold conditional share
awards and phantom awards to provide information on how the
Acquisition will affect their rights under those awards (together,
the "Share Plan Letters"). The Share Plan Letters will be available
on ContourGlobal's website at
www.contourglobal.com/recommended-offer-kkr .
Enquiries:
ContourGlobal
Amanda Schreiber +44 (0) 20 3626 9030
Goldman Sachs International
(lead financial adviser to
ContourGlobal)
Gonzalo GarcĂa
Nimesh Khiroya
Brian O'Keeffe
Marco Messeri +44 (0) 20 7774 1000
Evercore (financial adviser
and Rule 3 adviser to ContourGlobal)
Julian Oakley
Mark Connell +44 (0) 20 7653 6000
Brunswick
Charles Pretzlik +44 (0) 20 7404 5959
J.P. Morgan Cazenove (sole
financial adviser to Bidco)
Dwayne Lysaght
Matteo Malesani
Jonty Edwards +44 (0) 20 7742 4000
Finsbury Glover Hering (PR +44 (0) 20 7251 3801
adviser to Bidco and KKR) KKR-LON@fgh.com
Faeth Birch
Alastair Elwen
Sophia Johnston
Slaughter and May is acting as legal adviser to ContourGlobal in
connection with the Acquisition.
Simpson Thacher & Bartlett LLP is acting as legal adviser to
KKR and Bidco. Herbert Smith Freehills is acting as legal adviser
to KKR and Bidco in respect of share plan matters.
Important Notice
This Announcement does not constitute an offer or invitation to
purchase or subscribe for any securities or a solicitation of an
offer to buy any securities pursuant to this Announcement or
otherwise in any jurisdiction in which such offer or solicitation
is unlawful.
The Acquisition shall be implemented solely pursuant to the
terms of the Scheme Document (or, in the event that the Acquisition
is to be implemented by means of a Takeover Offer, the offer
document) which, together with the Forms of Proxy, contain the full
terms and conditions of the Acquisition. Any decision by
ContourGlobal Shareholders in respect of, or other response to, the
Acquisition should be made only on the basis of the information
contained in the Scheme Document (or, in the event that the
Acquisition is to be implemented by means of a Takeover Offer, the
offer document).
This Announcement does not constitute a prospectus or
prospectus-equivalent document.
Notices relating to Financial Advisers
Goldman Sachs International, which is authorised by the PRA and
regulated by the FCA and the PRA in the UK, is acting exclusively
for ContourGlobal and no one else in connection with the
Acquisition and will not be responsible to anyone other than
ContourGlobal for providing the protections afforded to clients of
Goldman Sachs International or for providing advice in connection
with the matters referred to in this Announcement. No
representation or warranty, express or implied, is made by Goldman
Sachs International as to the contents of this Announcement.
Evercore, which is authorised and regulated by the FCA in the
United Kingdom, is acting exclusively as financial adviser to
ContourGlobal and no one else in connection with the Acquisition
and will not be responsible to anyone other than ContourGlobal for
providing the protections afforded to clients of ContourGlobal nor
for providing advice in connection with the matters referred to
herein. Neither ContourGlobal nor any of its subsidiaries, branches
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 Evercore in connection with this Announcement, any statement
contained herein, the Acquisition or otherwise. Apart from the
responsibilities and liabilities, if any, which may be imposed on
Evercore by FSMA, or the regulatory regime established thereunder,
or under the regulatory regime of any jurisdiction where exclusion
of liability under the relevant regulatory regime would be illegal,
void or unenforceable, neither Evercore nor any of its affiliates
accepts any responsibility or liability whatsoever for the contents
of this Announcement, and no representation, express or implied, is
made by it, or purported to be made on its behalf, in relation to
the contents of this Announcement, including its accuracy,
completeness or verification of any other statement made or
purported to be made by it, or on its behalf, in connection with
ContourGlobal or the matters described in this Announcement. To the
fullest extent permitted by applicable law, Evercore and its
affiliates accordingly disclaim all and any responsibility or
liability whether arising in tort, contract or otherwise (save as
referred to above) which they might otherwise have in respect of
this Announcement or any statement contained therein.
J.P. Morgan Securities plc, which conducts its UK investment
banking business as J.P. Morgan Cazenove, and which is authorised
in the United Kingdom by the PRA and regulated by the PRA and the
FCA, is acting as financial adviser exclusively for Bidco 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 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 other matter or arrangement referred to herein.
No person has been authorised to give any information or make
any representations other than those contained in this Announcement
and, if given or made, such information or representations must not
be relied upon as having been authorised by ContourGlobal, the
ContourGlobal Directors, Bidco, the Bidco Directors or by Goldman
Sachs International, Evercore, J.P. Morgan Cazenove or any other
person involved in the Acquisition. Neither the delivery of this
Announcement nor holding the Meetings, the Scheme Court Hearing, or
filing the Court Order shall, under any circumstances, create any
implication that there has been no change in the affairs of the
ContourGlobal Group or the Bidco Group since the date of this
Announcement or that the information in, or incorporated into, this
Announcement is correct as at any time subsequent to its date.
Overseas Shareholders
The release, publication or distribution of this Announcement in
or into certain jurisdictions other than the United Kingdom or the
United States may be restricted by law. Persons who are not
resident in the United Kingdom or the United States or who are
subject to other jurisdictions should inform themselves of, and
observe, any applicable requirements.
Unless otherwise determined by Bidco or required by the Takeover
Code, and permitted by applicable law and regulation, the
Acquisition shall not be made available, directly or indirectly,
in, into or from a Restricted Jurisdiction where to do so would
violate the laws in that jurisdiction and no person may vote in
favour of the Acquisition by any such use, means, instrumentality
or form within a Restricted Jurisdiction or any other jurisdiction
if to do so would constitute a violation of the laws of that
jurisdiction. Accordingly, copies of this Announcement, the Scheme
Document and all documents relating to the Scheme and the
Acquisition are not being, and must not be, directly or indirectly,
mailed or otherwise forwarded, distributed or sent in, into or from
a Restricted Jurisdiction where to do so would violate the laws in
that jurisdiction, and persons receiving this Announcement and all
documents relating to the Acquisition (including custodians,
nominees and trustees) must not mail or otherwise distribute or
send them in, into or from such jurisdictions where to do so would
violate the laws in
that jurisdiction. Doing so may render invalid any related
purported vote in respect of the Acquisition. If the Acquisition is
implemented (with the consent of the Panel and subject to and in
accordance with the terms of the Cooperation Agreement) 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, but not limited to, facsimile, email or
other electronic transmission, telex or telephone) of interstate or
foreign commerce of, or of any facility of a national, state or
other securities exchange of any Restricted Jurisdiction and the
Takeover Offer may not be capable of acceptance by any such use,
means, instrumentality or facilities.
The availability of the Acquisition to ContourGlobal
Shareholders who are not resident in the United Kingdom (and, in
particular, their ability to vote their ContourGlobal Shares with
respect to the Scheme at the Court Meeting, or to appoint another
person as proxy to vote at the Court Meeting on their behalf) may
be affected by the laws of the relevant jurisdictions in which they
are resident. Persons who are not resident in the United Kingdom
should inform themselves of, and observe, any applicable
requirements, as any failure to comply with such requirements may
constitute a violation of the securities laws of any such
jurisdiction. To the fullest extent permitted by applicable law,
the companies and persons involved in the Acquisition disclaim any
responsibility or liability for the violation of such restrictions
by any person.
This Announcement does not constitute an offer or invitation to
purchase or subscribe for any securities or a solicitation of an
offer to buy any securities pursuant to this Announcement or
otherwise in any jurisdiction in which such offer or solicitation
is unlawful.
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 United Kingdom to schemes of arrangement, which
are different from the disclosure requirements of the US tender
offer and proxy solicitation rules.
Certain financial information included in the documentation
relating to the Acquisition has been prepared in accordance with
International Financial Reporting Standards, which vary
significantly from generally accepted accounting principles in the
US, 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, 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
would be made in the United States by Bidco and no one else.
Neither the SEC nor any securities commission or regulatory
authority of any state of the US nor any other US regulatory
authority has approved the Acquisition, passed upon the fairness of
the Acquisition or passed upon the adequacy or accuracy of this
Announcement. Any representation to the contrary is a criminal
offence in the US.
The receipt of cash pursuant to the Acquisition by a US
ContourGlobal Shareholder as consideration for the transfer of its
ContourGlobal Shares pursuant to the Scheme will likely be a
taxable transaction for United States federal income tax purposes
and under applicable United States state and local, as well as
foreign and other, tax laws. ContourGlobal Shareholders are urged
to consult their independent legal, tax and financial advisers
immediately regarding the tax consequences of the Acquisition
applicable to them.
It may be difficult for US ContourGlobal Shareholders to enforce
their rights and claims arising out of the US federal securities
laws, since Bidco and ContourGlobal are located in countries other
than the US, and some or all of their officers and directors may be
residents of countries other than the US. US ContourGlobal
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.
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, shares in
ContourGlobal 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 and Goldman Sachs International will continue to
act as a connected exempt principal trader in ContourGlobal Shares
on the London Stock Exchange and comply with regulations with
respect to the establishment and maintenance of information
barriers, conflict of interest provisions and other requirements.
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 United Kingdom, will be reported to a Regulatory
Information Service and will be available on the London Stock
Exchange website at http://www.londonstockexchange.com.
Forward Looking Statements
This Announcement, oral statements made regarding the
Acquisition, and other information published by KKR, Bidco or
ContourGlobal contain statements about Bidco and ContourGlobal that
are or may be deemed to be forward looking statements. All
statements other than statements of historical facts included in
this Announcement may be forward looking statements. Without
limitation, any statements preceded or followed by or that include
the words "targets", "plans", "believes", "expects", "aims",
"intends", "will", "may", "shall", "should", "anticipates",
"estimates", "projects", "is subject to", "budget", "scheduled",
"forecast" or words or terms of similar substance or the negative
thereof, are forward looking statements. 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 or
ContourGlobal's operations and potential synergies resulting from
the Acquisition; and (iii) the effects of government regulation on
Bidco's or ContourGlobal's business.
Such forward looking statements are prospective in nature and
are not based on historical facts, but rather on current
expectations and projections of the management of Bidco and
ContourGlobal about future events, and are therefore subject to
risks and uncertainties that could significantly affect expected
results and are based on certain key assumptions. Many factors
could cause actual results to differ materially from those
projected or implied in any forward looking statements, including:
increased competition, the loss of or damage to one or more key
customer relationships, changes to customer ordering patterns,
delays in obtaining customer approvals for engineering or price
level changes, the failure of one or more key suppliers, the
outcome of business or industry restructuring, the outcome of any
litigation, changes in economic conditions, currency fluctuations,
changes in interest and tax rates, changes in raw material or
energy market prices, changes in laws, regulations or regulatory
policies, developments in legal or public policy doctrines,
technological developments, the failure to retain key management,
or the timing and success of future acquisition opportunities or
major investment projects. Other unknown or unpredictable factors
could cause actual results to differ materially from those in the
forward looking statements. Such forward looking statements should
therefore be construed in the light of such factors. Neither Bidco
nor ContourGlobal, nor 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. Due to such uncertainties and risks, readers
are cautioned not to place undue reliance on such forward looking
statements, which speak only as of the date hereof. All subsequent
oral or written forward looking statements attributable to any
member of the Bidco Group or the ContourGlobal Group, or any of
their respective associates, directors, officers, employees or
advisers, are expressly qualified in their entirety by the
cautionary statement above.
Bidco and ContourGlobal expressly disclaim any obligation to
update any forward looking or other statements contained herein,
except as required by applicable law or by the rules of any
competent regulatory authority, whether as a result of new
information, future events or otherwise.
No Profit Forecasts or Profit Estimates or Quantified Financial
Benefit Statements
No statement in this Announcement is intended as a profit
forecast, profit estimate or quantified financial benefits
statement for any period and no statement in this Announcement
should be interpreted to mean that earnings or earnings per share
for ContourGlobal for the current or future financial years would
necessarily match or exceed the historical published earnings or
earnings per share for ContourGlobal.
Disclosure Requirements of the Takeover Code
Under Rule 8.3(a) of the Takeover Code, any person who is
interested in 1 per cent. or more of any class of relevant
securities of an offeree company or of any securities exchange
offeror (being any offeror other than an offeror in respect of
which it has been announced that its offer is, or is likely to be,
solely in cash) must make an Opening Position Disclosure following
the commencement of the Offer Period and, if later, following the
announcement in which any securities exchange offeror is first
identified. An Opening Position Disclosure must contain details of
the person's interests and short positions in, and rights to
subscribe for, any relevant securities of each of (i) the offeree
company and (ii) any securities exchange offeror(s). An Opening
Position Disclosure by a person to whom Rule 8.3(a) applies must be
made by no later than 3:30 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 per cent. or more of any class of relevant
securities of the offeree company or of any securities exchange
offeror must make a Dealing Disclosure if the person deals in any
relevant securities of the offeree company or of any securities
exchange offeror. A Dealing Disclosure must contain details of the
dealing concerned and of the person's interests and short positions
in, and rights to subscribe for, any relevant securities of each of
(i) the offeree company and (ii) any securities exchange offeror,
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 p.m. (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 Panel's website at http://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. If you are in any doubt as to whether you are required
to make an Opening Position Disclosure or a Dealing Disclosure, you
should contact the Panel's Market Surveillance Unit on +44 (0)20
7638 0129.
Electronic Communications
Please be aware that addresses, electronic addresses and certain
information provided by ContourGlobal Shareholders, persons with
information rights and other relevant persons for the receipt of
communications from ContourGlobal may be provided to Bidco during
the Offer Period as required under Section 4 of Appendix 4 of the
Takeover Code to comply with Rule 2.11(c) of the Takeover Code.
Publication on Website and Availability of Hard Copies
A copy of this Announcement and the documents required to be
published by Rule 26 of the Takeover Code shall be made available
subject to certain restrictions relating to persons resident in
Restricted Jurisdictions on ContourGlobal's website at
www.contourglobal.com by no later than 12 noon (London time) on the
Business Day following the date of this Announcement. For the
avoidance of doubt, the contents of the websites referred to in
this Announcement are not incorporated into and do not form part of
this Announcement.
In accordance with Rule 30.3 of the Takeover Code, ContourGlobal
Shareholders, persons with information rights and participants in
the ContourGlobal Share Plan may request a hard copy of this
Announcement or certain other documentation relating to the Scheme
and the Acquisition by contacting Equiniti during business hours on
+44 (0) 371 384 2050 or by submitting a request in writing to
Registrar at Equiniti Limited, Aspect House, Spencer Road, Lancing,
West Sussex, BN99 6DA, United Kingdom. In accordance with Rule 30.3
of the Takeover Code, a person so entitled 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 Announcement in electronic form or via a website
notification, hard copies of this Announcement will not be provided
unless such a request is made.
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END
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