TIDMHNT
RNS Number : 5420J
Clayton Dubilier & Rice LLP
14 April 2020
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, 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
14 April 2020
RECOMMED CASH ACQUISITION
of
HUNTSWORTH PLC
by
CD&R ARTEMIS UK BIDCO LIMITED
(a newly incorporated entity formed by Clayton, Dubilier &
Rice, LLP in its capacity as adviser to Clayton, Dubilier &
Rice, LLC as manager of CD&R Fund X)
Satisfaction of Russian Antitrust Condition
Further to the recommended cash offer made by Bidco for
Huntsworth under Rule 2.7 of the Code on 3 March 2020, and the
circular relating to the Acquisition posted by Huntsworth to
Huntsworth Shareholders on 23 March 2020 (the "Scheme Document"),
Bidco is pleased to announce that the Federal Antimonopoly Service
of Russia has granted unconditional clearance in connection with
the Acquisition, in accordance with Federal Law No. 135 On
Protection of Competition, dated 26 July 2006. Therefore, the
Condition at Part III, paragraph 3(b) of the Scheme Document has
been satisfied.
As set out in the Scheme Document, the Court Meeting and General
Meeting will be held on 16 April 2020.
Completion of the Acquisition remains subject to the
satisfaction (or, if capable of waiver) of the remaining Conditions
to the Acquisition set out in Part III of the Scheme Document,
including the remaining Anti-trust Conditions, Huntsworth
shareholders' approvals at the Court Meeting and General Meeting,
and the sanction of the Scheme by the Court.
Unless otherwise defined, all capitalised terms used but not
defined in this announcement shall have the meaning given to them
in the Scheme Document.
Enquiries:
CD&R Tel: +44(0) 20 7747 3800
Eric Rouzier
BofA Securities (financial adviser to Bidco Tel: +44(0) 20 7628 1000
and CD&R)
Geoff Iles
Gordon Butterworth
Richard Abel
Ben Winstanley
Houlihan Lokey (financial adviser to Bidco Tel: +44(0) 20 7839 3355
and CD&R)
Jonathan Harrison
Larry DeAngelo
Mark Martin
RBC Capital Markets (financial adviser Tel: +44(0) 20 7653 4000
to Bidco and CD&R)
Paul Tomasic
Alexander Thomas
Barclays (financial adviser to CD&R) Tel: +44 (0) 20 7623 2323
Omar Faruqui
Olga Tavolzhanskaya
Will Thompson
Further information
Merrill Lynch International ("BofA Securities"), which is
authorised by the Prudential Regulation Authority ("PRA") and
regulated by the Financial Conduct Authority ("FCA") and the PRA in
the United Kingdom, is acting as financial adviser exclusively for
Bidco and CD&R and for no one else and will not be responsible
to anyone other than Bidco and CD&R for providing the
protections afforded to its clients or for providing advice in
relation to the matters referred to in this announcement. Neither
BofA Securities, nor any of its 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 BofA Securities in connection
with this announcement, any statement contained herein or
otherwise.
Houlihan Lokey EMEA, LLP ("Houlihan Lokey"), which is authorised
and regulated by the FCA in the United Kingdom, is acting
exclusively for CD&R and for no one else in connection with the
matters described in this announcement and will not be responsible
to anyone other than CD&R for providing the protections
afforded to its clients or for providing advice in relation to such
matters. Neither Houlihan Lokey nor any of its affiliates (nor any
of their respective directors, officers, employees or agents), 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 Houlihan
Lokey in connection with this announcement, any statement contained
herein or otherwise.
RBC Capital Markets is the trading name for RBC Europe Limited,
which is authorised by the PRA and regulated by the FCA and the PRA
and is a subsidiary of Royal Bank of Canada. RBC Capital Markets is
acting exclusively for Bidco and CD&R and for no one else in
connection with the Offer and will not be responsible to anyone
other than Bidco and CD&R for providing the protections
afforded to its clients nor for providing advice in relation to the
Offer or any other matters referred to in this announcement.
Neither RBC Capital Markets, nor any of its 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 RBC Capital Markets
in connection with this announcement, any statement contained
herein or otherwise.
Barclays Bank PLC, acting through its Investment Bank
("Barclays"), which is authorised by the PRA and regulated in the
United Kingdom by the FCA and the PRA, is acting exclusively for
CD&R and no one else in connection with the matters described
herein and will not be responsible to anyone other than CD&R
for providing the protections afforded to clients of Barclays nor
for providing advice in relation to the matters described herein or
any other 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
invitation 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. The Acquisition will be made solely through the Scheme
Document (or, if the Acquisition is implemented by way of a
Takeover Offer, the offer document), which will contain the full
terms and conditions of the Acquisition, including details of how
to vote in respect of the Acquisition. Any acceptance or other
response to the Acquisition should be made only on the basis of the
information in the Scheme Document (or, if the Acquisition is
implemented by way of a Takeover Offer, the offer document).
This announcement does not constitute a prospectus or prospectus
equivalent document.
This announcement has been prepared in accordance with English
law, the Takeover Code, the Market Abuse Regulation and the
Disclosure Guidance and Transparency Rules and information
disclosed may not be the same as that which would have been
prepared in accordance with the laws of jurisdictions outside
England.
The Acquisition will be subject to, amongst other things, the
applicable requirements of the Takeover Code, the Panel, London
Stock Exchange plc ("LSE") and the FCA.
Overseas Shareholders
The availability of the Acquisition to Huntsworth Shareholders
who are not resident in and citizens of the United Kingdom may be
affected by the laws of the relevant jurisdictions in which they
are located or of which they are citizens. Persons who are not
resident in the United Kingdom should inform themselves of, and
observe, any applicable legal or regulatory requirements of their
jurisdictions. In particular, the ability of persons who are not
resident in the United Kingdom to vote their Huntsworth 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 located. Any failure to comply with the applicable restrictions
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. Further details in relation to Overseas Shareholders
will be contained in the Scheme Document.
Unless otherwise determined by Bidco or required by the Takeover
Code, and permitted by applicable law and regulation, the
Acquisition will 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 Scheme by any such use, means, instrumentality or from within a
Restricted Jurisdiction or any other jurisdiction if to do so would
constitute a violation of the laws of that jurisdiction. Copies of
this announcement and any formal documentation relating to the
Acquisition are not being, and must not be, directly or indirectly,
mailed or otherwise forwarded, distributed or sent in or into or
from any Restricted Jurisdiction and persons receiving such
documents (including custodians, nominees and trustees) must not
mail or otherwise forward, distribute or send it in or into or from
any 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, but not
limited to, facsimile, e-mail 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.
Notice to US investors in Huntsworth
The Acquisition relates to the shares of an English company and
is being made by means of a scheme of arrangement provided for
under English company law. A transaction effected by means of a
scheme of arrangement is not subject to the tender offer or proxy
solicitation rules under the US Securities Exchange Act of 1934
(the "US Exchange Act"). Accordingly, the Acquisition is subject to
the disclosure requirements and practices applicable in the United
Kingdom to schemes of arrangement which differ from the disclosure
requirements of the US tender offer and proxy solicitation rules.
The financial information included in this announcement has been
prepared in accordance with accounting standards applicable in the
United Kingdom 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, in the future, Bidco exercises its right to implement the
Acquisition by way of a Takeover Offer, which is to be made into
the US, such Takeover Offer will be made in compliance with the
applicable US laws and regulations, including Section 14(e) and
Regulation 14E under the US Exchange Act.
It may be difficult for US holders of Huntsworth Shares to
enforce their rights and any claim arising out of the US federal
laws, since Bidco and Huntsworth are located in a non-US
jurisdiction, and some or all of their officers and directors may
be residents of a non-US jurisdiction. US holders of Huntsworth
Shares may not be able to sue a non-US company or its officers or
directors in a non-US court for violations of the 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 judgement.
Neither the US Securities and Exchange Commission nor any US
state securities commission has approved or disapproved of the
Acquisition, or determined if this announcement is accurate or
complete. Any representation to the contrary is a criminal offence
in the US.
US Huntsworth Shareholders also should be aware that the
transaction contemplated herein may have tax consequences in the US
and, that such consequences, if any, are not described herein. US
Huntsworth Shareholders are urged to consult with legal, tax and
financial advisers in connection with making a decision regarding
this transaction.
In accordance with, and to the extent permitted by, the Takeover
Code and normal UK market practice, BofA Securities, RBC Capital
Markets and Barclays and their respective affiliates may continue
to act as exempt principal traders or exempt market makers in
Huntsworth Shares on the London Stock Exchange and will engage in
certain other purchasing activities consistent with their
respective normal and usual practice and applicable law, as
permitted by Rule 14e-5(b)(9) under the US Exchange Act. In
addition, in compliance with the Takeover Code and to the extent
permitted under Rule 14e-5(b) under the US Exchange Act, Bidco,
certain affiliated companies or their respective nominees, or
brokers (acting as agents) may from time to time make certain
purchases of, or arrangements to purchase, Huntsworth securities
other than pursuant to the Acquisition, either in the open market
at prevailing prices or through privately negotiated purchases at
negotiated prices outside the United States until the date on which
the Scheme becomes Effective, lapses or is otherwise withdrawn (or,
if the Acquisition is implemented by way of a Takeover Offer,
before or during the period in which such Takeover Offer would
remain open for acceptance). To the extent required by Rule
14e-5(b)(12), such purchases, or arrangements to purchase, must
comply with English law, the Takeover Code and the Listing Rules.
Any information about such purchases will be disclosed to the
Takeover Panel and, to the extent that such information is required
to be publicly disclosed in the United Kingdom in accordance with
applicable regulatory requirements, will be made available to all
investors (including US investors) via the Regulatory Information
Service on the London Stock Exchanges website,
www.londonstockexchange.com .
Publication on a website
This announcement a will be available, subject to certain
restrictions relating to persons resident in Restricted
Jurisdictions, on CD&R's website at
https://www.cdr-inc.com/offer promptly and in any event by no later
than 12 noon (London time) on the Business Day following the
publication of this announcement. The content of the website
referred to in this announcement is not incorporated into and does
not form part of this announcement.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
OUPSFMSALESSEEL
(END) Dow Jones Newswires
April 14, 2020 04:31 ET (08:31 GMT)
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