TIDMLID
RNS Number : 5746J
Masimo LHC Limited
22 December 2020
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
22 December 2020
RECOMMENDED CASH OFFER
for
LIDCO GROUP PLC ("LIDCO")
by
MASIMO LHC LIMITED ("MASIMO")
(a company indirectly and wholly owned by Masimo
Corporation)
COMMENCEMENT OF COMPULSORY ACQUISITION PROCESS
Introduction
On 2 November 2020, Masimo made a recommended cash offer for the
entire issued and to be issued share capital of LiDCO ("Offer").
Under the terms of the Offer, LiDCO Shareholder are entitled to
receive, for each LiDCO Share held 12 pence in cash. The full terms
and conditions of the Offer and the procedures for acceptance are
set out in the offer document published by Masimo on 2 November
2020 ("Offer Document").
On 8 December 2020 Masimo declared the Offer unconditional in
all respects and announced that the Offer would remain open until
1.00 pm on 11 January 2021. Defined terms in this announcement
shall have the meaning given to them in the Offer Document.
Compulsory acquisition
Masimo, having received valid acceptances under the Offer in
respect of, or otherwise acquired, 90 percent or more of the LiDCO
Shares by nominal value to which the Offer relates and 90 percent
or more of the voting rights carried by LiDCO Shares to which the
Offer relates, announces that compulsory acquisition notices
("Notices") pursuant to Section 979 of Part 28 of the Companies Act
are today being posted to those LiDCO Shareholders who have not yet
accepted the Offer ("Non-Assenting Shareholders") setting out
Masimo's intention to acquire compulsorily all remaining LiDCO
Shares on the same terms as the Offer.
Unless Non-Assenting Shareholders apply to the Court and the
Court orders otherwise, on the expiry of six weeks from the date of
the Notices, being 2 February 2021, the LiDCO Shares held by
Non-Assenting Shareholders who have not accepted the Offer prior to
1.00 pm on 11 January 2020, will be acquired compulsorily by Masimo
under the terms of the Offer and such Non-Assenting Shareholders
will be entitled to receive 12 pence in cash for each LiDCO Share
held on that date which will be paid to LiDCO on their behalf.
Cancellation of admission to trading on AIM
LiDCO announced on 8 December 2020, that it had applied to the
London Stock Exchange for the cancellation of admission to trading
of LiDCO Shares on AIM. Such cancellation will take effect at 7.00
am on 11 January 2021. The last day of dealings in LiDCO Shares on
AIM will be 8 January 2021 following which LiDCO Shareholders who
have not accepted the Offer will not be able to trade their LiDCO
Shares on a public trading platform.
Further acceptances
The Offer shall close for acceptances at 1.00 pm on 11 January
2021 and shall not be capable of acceptance thereafter.
LiDCO Shareholders who have not yet accepted the Offer in
respect of their LiDCO Shares are urged to do so as soon as
possible, whilst it remains open for acceptance, rather than wait
for their LiDCO Shares to be compulsorily acquired by Masimo.
Acceptance procedure
To accept the Offer in respect of LiDCO Shares held in
certificated form (i.e. LiDCO Shares NOT held in CREST), the Form
of Acceptance must be completed in accordance with the instructions
printed thereon and returned as soon as possible to Neville
Registrars Limited, Neville House, Steelpark Road, Halesowen, West
Midlands B62 8HD.
To accept the Offer in respect of LiDCO Shares held in
uncertificated form (i.e. LiDCO Shares held in CREST), acceptance
should be made electronically through CREST so that the relevant
TTE Instruction settles as soon as possible. If you are a CREST
sponsored member, you should refer to your CREST sponsor as only
your CREST sponsor will be able to send the necessary TTE
Instruction to Euroclear in relation to your LiDCO Shares.
Further details of the procedures for the acceptance of the
Offer are set out in paragraph 14 of the letter from Masimo in Part
II of the Offer Document and in Parts C and D of Appendix I of the
Offer Document.
A shareholder helpline is available for LiDCO Shareholders. If
you require assistance, please contact Neville Registrars on 0121
585 1131 from within the UK or, if calling from outside the UK, on
+44 121 585 1131, between 9.00 am and 5.00 pm Monday to Friday
(except UK public holidays). Calls to the helpline from outside the
UK will be charged at applicable international rates. Different
charges may apply to calls from mobile telephones and calls may be
recorded and randomly monitored for security and training purposes.
Please note that, for legal reasons, the helpline cannot provide
advice on the merits of the proposals or give any financial, legal
or tax advice.
Settlement of consideration
The consideration to which any LiDCO Shareholder accepting the
Offer is entitled under the Offer will be settled within 14 days of
such receipt, as described in the Offer Document.
Enquiries:
Masimo Tel: +1 949 297 7366
Rick Fishel (Director)
Cattaneo - Financial Adviser to Masimo Tel: +44 121 274 2296
and Masimo Corporation Tel: +44 121 274 2297
Charles Cattaneo
Martyn Pilley
LiDCO Tel: +44 20 7749 1500
Matt Sassone (Chief Executive Officer)
Tim Hall (Chief Financial Officer)
Important notice
Cattaneo Corporate Finance Solutions Limited is acting
exclusively as financial adviser to Masimo Corporation and Masimo
and no one else in connection with the Offer and will not be
responsible to any other person other than Masimo Corporation and
Masimo for providing the protections afforded to clients of
Cattaneo or for providing advice in relation to the Offer or any
matter referred to in this Announcement. Neither Cattaneo nor any
of its affiliates owes or accepts any duty, liability,
responsibility whatsoever (whether direct or indirect, whether in
contract, in tort, under statute or otherwise) to any person who is
not a client of Cattaneo in connection with the Offer and other
matters set out in this Announcement, any statement contained
herein or otherwise.
Further information
Overseas jurisdictions
The availability of the Offer to persons who are not resident in
the United Kingdom, and the release, publication and distribution
of the Offer Document in jurisdictions other than the United
Kingdom, may be restricted by the laws of those other
jurisdictions.
Persons who are not resident in the United Kingdom into whose
possession the Offer Document comes should inform themselves about
and observe any applicable legal or regulatory requirements of
their relevant jurisdiction. Failure to comply with any such
restrictions may constitute a violation of the securities laws of
any such jurisdiction. In particular, the ability of persons who
are not resident in the United Kingdom to participate in the Offer
may be affected by the laws of the relevant jurisdictions in which
they are located.
Any person (including custodians, nominees and trustees) who
would, or otherwise intend to, or may have a legal or contractual
obligation to, forward the Offer Document and/or any related
document to any jurisdiction outside the United Kingdom, should
inform themselves of, and observe any applicable legal or
regulatory requirements of any relevant jurisdiction. If you are in
any doubt about your position, you should consult with your legal
adviser in the relevant jurisdiction without delay.
Publication of this announcement
This announcement and the documents required to be published
pursuant to Rule 26 of the Code will be available free of charge,
subject to certain restrictions relating to persons resident in
Restricted Jurisdictions, on Masimo's website at
www.masimo.com/offerdocuments by no later than 12.00 noon on the
Business Day following this announcement.
Neither the content of any website referred to in this
announcement nor the content of any website accessible from
hyperlinks on such website is incorporated into, or forms part of,
this Announcement.
For the avoidance of doubt, the contents of these websites are
not incorporated into and do not form part of this announcement
unless otherwise stated herein. You may request a hard copy of this
announcement, and all future documents, announcements and
information in relation to the Offer, by writing to Neville
Registrars Limited, Neville House, Steelpark Road, Halesowen, West
Midlands, B62 8HD or by calling, between 9.00 am and 5.00 pm on
Monday to Friday (except UK bank holidays) on 0121 585 1131 (from
the UK) or +44 121 585 1131 (if calling from outside the UK).
Unless such a request is made, and save as otherwise required by
Rule 2.11 of the Code, a hard copy of this Announcement (and any
information incorporated by reference in it) will not be sent to
any person.
Time
All times shown in this announcement are London times, unless
otherwise stated.
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END
OUPFEIFLEESSEEE
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