Laborie Medical Technologies Europe Irrevocable Undertakings (3371T)
19 November 2013 - 4:42AM
UK Regulatory
TIDMMDW
RNS Number : 3371T
Laborie Medical Technologies Europe
18 November 2013
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, IN OR INTO ANY RESTRICTED JURISDICTIONS OR ANY OTHER
JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE
RELEVANT LAWS OF SUCH JURISDICTION
For immediate release
18 November 2013
Laborie Medical Technologies Europe Limited
Recommended Cash Offer for Mediwatch plc (to be implemented by
way of a scheme of arrangement under Part 26 of the Companies Act
2006)
Following the announcement made this morning pursuant to Rule
2.7 of the City Code on Takeovers and Mergers (the "City Code") in
relation to the recommended cash offer for Mediwatch by Laborie
Medical Technologies Europe Limited ("Laborie") (the
"Announcement"), Laborie is pleased to announce that it has
received further irrevocable undertakings to vote (or procure the
vote) in favour of the Scheme at the Court Meeting and the Special
Resolution at the General Meeting, from Mr Timothy Watts (a
beneficiary of the Apsley House Pension Scheme), in respect of,
6,518,333 Mediwatch Shares, representing approximately 4.63 per
cent. of the existing issued ordinary share capital of Mediwatch
and from Mr David Owen (as trustee of The Forward Innovation Fund)
in respect of 6,000,000 Mediwatch Shares, representing
approximately 4.26 per cent. of the existing issued ordinary share
capital of Mediwatch.
Following the Announcement, therefore, Laborie has received
additional irrevocable undertakings to vote or procure the vote in
favour of the Scheme in respect of, in aggregate, an additional
12,518,333 Mediwatch Shares, representing, in aggregate,
approximately 8.89 per cent. of the existing issued ordinary share
capital of Mediwatch.
When including the irrevocable undertakings signed prior to the
Announcement, described in more detail in the Announcement, Laborie
has received irrevocable undertakings to vote or procure the vote
in favour of the Scheme in respect of, in aggregate, 59,008,355
Mediwatch Shares, representing approximately 41.89 per cent. of the
existing issued ordinary share capital of Mediwatch.
The irrevocable undertaking given by each of these shareholders
stipulates that it will cease to be binding: (i) if the Acquisition
has not become Effective by 31 March 2014; or (ii) a third party
announces a firm intention to make an offer pursuant to Rule 2.7 of
the City Code to acquire the entire issued and to be issued
ordinary share capital of Mediwatch (whether by means of a Scheme
or an Offer), where such offer provides for a consideration value
of not less than 7 pence per Mediwatch Share.
Unless otherwise defined herein, terms in this announcement
shall have the same meaning as those defined in the
Announcement.
Enquiries:
Laborie +1 905 612 1170
Brian Ellacott, CEO
Investec (Financial adviser to Laborie) +44 (0) 20 7597 4000
Daniel Adams
Ben Williams
Mediwatch
Dr Philip Stimpson, Chief Executive Officer +44 (0) 1788 547
888
Mark Hughes, Chief Financial Officer
SP Angel Corporate Finance LLP
(financial adviser, nominated adviser and broker to Mediwatch) +44 (0) 20 3463 2260
David Facey
Katy Birkin
Liz Yong
Investec Bank plc ("Investec") is authorised by the Prudential
Regulation Authority and regulated in the United Kingdom by the FCA
and the Prudential Regulation Authority. Investec is acting as
financial adviser to Laborie and no one else in connection with the
Acquisition and will not regard any other person as its client in
relation to the matters in this announcement and will not be
responsible to anyone other than Laborie for providing the
protections afforded to clients of Investec or for providing advice
in relation to the Acquisition or any other matters referred to
herein.
SP Angel Corporate Finance LLP ("SP Angel"), which is authorised
and regulated in the United Kingdom by the FCA, is acting as
financial adviser to Mediwatch and no one else in connection with
the Acquisition and will not regard any other person as its client
in relation to the matters in this announcement and will not be
responsible to anyone other than Mediwatch for providing the
protections afforded to clients of SP Angel or for providing advice
in relation to the Acquisition or any other matters referred to
herein.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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