TIDMEGI
RNS Number : 8433I
Electrical Geodesics, Inc
22 June 2017
22 June 2017
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
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
RECOMMED CASH ACQUISITION
of
Electrical Geodesics, Inc. ("EGI" or the "Company")
by Philips Holding USA Inc. ("Philips")
through its wholly owned subsidiary Healthcare Technology Merger
Sub, Inc. ("Merger Sub")
to be effected under the terms of a merger agreement by and
among EGI, Philips and Merger Sub
EGI, a leading neurodiagnostic medical technology company, is
pleased to announce that it has reached an agreement on the terms
of a recommended acquisition ("Acquisition") under which Philips
will acquire all of the outstanding shares of EGI ("Company Common
Stock") for an aggregate consideration of GBP29.0 million in cash
pursuant to the terms of an agreement and plan of merger entered
into on 21 June 2017 between EGI, Philips, Merger Sub and others
("Merger Agreement").
Philips is a leading health technology company focused on
improving people's health and enabling better outcomes across the
health continuum from healthy living and prevention, to diagnosis,
treatment and home care. Philips is a leader in diagnostic imaging,
image-guided therapy, patient monitoring and health informatics, as
well as in consumer health and home care.
The EGI Board of Directors (the "Board"), unanimously approved
the Merger Agreement and has recommended that the Stockholders vote
in favour of adoption of the Merger Agreement. As described in
greater detail below, this transaction will require the approval of
Stockholders at a special meeting of the Company to be held on 17
July 2017 as described below.
Certain capitalized terms used in this announcement have the
meanings specified in the Appendix affixed hereto.
Key terms of the Acquisition
-- Under the terms of the Merger Agreement, Stockholders will be
entitled to receive GBP1.054 (105.4p) for each share of Company
Common Stock.
-- The Acquisition Price is fixed and will be paid in Pounds Sterling.
-- The Acquisition Price values the entire issued and to be issued share capital of Company at approximately GBP29.0 million and represents a premium of approximately 36 percent to the closing price of GBP0.775 (77.5p) on 20 June 2017.
-- As at the date of this announcement, EGI has 27,525,709
shares of Company Common Stock outstanding and admitted to trading
on AIM.
-- Merger Sub is a newly incorporated company formed for the
purpose of implementing the Acquisition. Merger Sub has not carried
on any business prior to the date of the Merger Agreement and has
not prepared any historical financial accounts. The Acquisition is
proposed as a merger of Merger Sub with and into the Company, in
accordance with the Delaware General Corporation Law, with the
Company being the surviving corporation. The Acquisition is not
governed by the UK City Code on Takeovers and Mergers ("Takeover
Code") by virtue of EGI's status as a corporation incorporated in
Delaware with its principal office located outside the UK.
Accordingly, the Acquisition is not subject to the jurisdiction of,
nor is it being regulated by, the Panel on Takeovers and Mergers in
the UK and Stockholders will not be afforded the protections of the
Takeover Code.
-- The Acquisition is subject to the approval of Stockholders at
a Special Meeting of the Company to be convened by way of an
explanatory circular and notice of meeting ("Proxy Statement") to
be published as soon as practicable and, in any event, within 30
days of the date of this Announcement. At the Special Meeting the
Stockholders will be asked to consider and vote on two resolutions
(the "Resolutions") as follows:
1. a resolution approving and adopting the Acquisition and the
terms of the Merger Agreement (the "Merger Resolution"), which
resolution will require approval by Stockholders holding a majority
(greater than 50%) of the issued and outstanding shares of Company
Common Stock entitled to vote at the Special Meeting; and
2. a resolution approving the delisting of the Company Common
Stock from AIM prior to the closing of the Acquisition (the
"Delisting Resolution"), which resolution will require approval by
Stockholders holding at least 75% of the votes cast at the Special
Meeting.
-- In connection with the entry into the Merger Agreement,
officers and directors of the Company, holding approximately 58.0
percent of the outstanding Company Common Stock, including Dr. Don
Tucker (holding 50.9 percent of the total outstanding shares in
Company Common Stock) and Dr. Ann Bunnenberg (holding 6.4% of the
total outstanding shares in Company Common Stock), entered into the
Voting Agreement, which obligates such officers and directors to
affirmatively vote all of their shares of Company Common Stock in
favour of the Resolutions and against any competing proposal.
-- The Special Committee comprised of Dr. John Brown (Chair),
Dr. Raymond Englander, and Ms. Christine Soden and the Board
consider the terms of the Acquisition to be fair to all
Stockholders. Accordingly the Board, and the Special Committee,
have unanimously approved the transaction and intend unanimously to
recommend that the Stockholders vote in favour of the Resolutions
to be proposed at the Special Meeting.
-- The Proxy Statement, which will be mailed to stockholders
shortly after this Announcement, incorporates a notice convening
the Special Meeting at 9:00 a.m. Pacific time on 17 July 2017 at
the offices of Company, 500 East 4(th) Avenue, Suite 200, Eugene,
OR 97401, USA.
-- The Company will make an application to the London Stock
Exchange for the cancellation of the Company's shares admitted to
AIM and the delisting of the Company from AIM (the "Cancellation")
to take effect from 7.00 a.m. (London time) on the date following
the date of closing of the Merger. As a result, after the
Acquisition, the Company Common Stock will no longer be publicly
traded on AIM or elsewhere.
-- The Acquisition is subject to the satisfaction or waiver of
the conditions and further terms that are set out in the Merger
Agreement and will be further described in the Proxy Statement.
-- The Merger Agreement contains a termination fee of $1.4
million which the Company would be required to pay to Philips if,
among other conditions, the Merger Agreement terminated because the
Acquisition is not consummated by the Outside Date, the
Stockholder's fail to approve the Merger Resolution or the
Delisting Resolution at the Special Meeting (or at any adjournment
or postponement thereof), or Philips terminates the Merger
Agreement because of a material breach by the Company.
-- At closing of the Acquisition, the following key officers of
the Company will receive a retention bonus of $150,000: Robert
Bell, Ann Bunnenberg, Paul Holman, Phan Luu and Gary Weber. The
retention bonuses were approved by the independent members of the
Board and are consistent with the key officer employment contracts
and the Company's existing incentive bonus plan. In addition, the
independent member of the Board approved the payment, at closing of
the Acquisition, to each member of the Special Committee of
additional service fees in recognition of the significant extra
service and responsibilities undertaken in connection with the
consideration and evaluation of potential acquisition transactions.
The amounts are consistent with the non-executive Directors'
existing service contracts with the Company. The amounts payable at
closing to the Special Committee members are as follows: Dr. Brown
- $88,500; Ms. Soden - $96,500; and Dr. Englander - $89,500. Each
committee member will also receive all unpaid Non-Executive
Director fees (plus interest) through 30 June 2017, this amounts to
approximately $199,000 in total.
Each of the Board and the Special Committee considers the
Acquisition to be advisable and in the best interests of the
Stockholders. Accordingly, each of the Board and the Special
Committee unanimously recommends that Stockholders vote in favour
of the Resolutions to be proposed at the Special Meeting.
For Further Information:
EGI:
Ann Bunnenburg +1 541 6897 7962
Peel Hunt LLP (NOMAD and Broker):
James Steel, Oliver Jackson +44 (0) 20 7418 8900
Expected Timetable of Principal Events
Event Time and/or Date
------------------------------ -----------------------
Execution of Merger Agreement 21 June 2017
------------------------------ -----------------------
Record Date for determining 20 June 2017
the Stockholders entitled
to vote at and receive
notice of the Special
Meeting
------------------------------ -----------------------
Distribution of the Proxy 23 June 2017
Statement and Notice of
Special Meeting
------------------------------ -----------------------
Last time for lodging 7 July 2017
the Form of Direction
------------------------------ -----------------------
Last time for lodging 12 July 2017
the Form of Proxy
------------------------------ -----------------------
Last time for lodging 12 July 2017
the Form of Declarations
------------------------------ -----------------------
Special Meeting of Company 9:00 a.m. Pacific time
on 17 July 2017
------------------------------ -----------------------
Last day of dealing in Expected to be 19 July
Company Common Stock on 2017*
AIM
------------------------------ -----------------------
Termination of the Depository 19 July 2017
Interest register
------------------------------ -----------------------
Closing of the Acquisition Expected to be 20 July
2017*
------------------------------ -----------------------
Date of Cancellation Expected to be 21 July
2017*
------------------------------ -----------------------
Payment of Acquisition Commencing on 21 July
Price to Stockholders 2017*
commences
------------------------------ -----------------------
*Subject to satisfaction or waiver of other conditions to
closing as provided for in the Merger Agreement.
Reasons for the Acquisition
In the course of reaching its decision to approve the Merger
Agreement, to declare that the Merger Agreement and the Acquisition
are fair to, advisable and in the best interests of the
Stockholders and to recommend that the Stockholders adopt the
Merger Agreement, the Special Committee consulted with senior
management. The Special Committee also consulted with its financial
advisor, regarding certain financial terms of the Acquisition, as
well as its outside legal counsel regarding its fiduciary duties,
the terms of the Merger Agreement, and related legal matters. The
following discussion includes the material reasons and factors
considered by the Special Committee in making its decision and
recommendation, but is not, and is not intended to be,
exhaustive.
Factors considered by the Special Committee weighing in favour
of the Acquisition included:
Acquisition Price. The Special Committee considered the
following with respect to the Acquisition Price to be received by
the Stockholders:
-- that holders of Company Common Stock will be entitled to
receive an Acquisition Price that provides liquidity and as
compared to the uncertain future long-term value to Stockholders
that might or might not be realized if we remained independent (or
if we were sold in a stock deal and the Stockholders received stock
of the purchaser or the combined companies as the Acquisition
Price);
-- the fact that the per share value of the Acquisition Price
represents a significant premium (36%) over the closing price of
Company Common Stock on AIM on 20 June 2017 (with such calculations
done as of the date of the Board's and Special Committee's approval
of the Merger Agreement); and
-- the then-current financial market conditions and the recent
and historical market prices of Company Common Stock, including the
market price performance of Company Common Stock relative to that
of other industry participants.
Prospects in Remaining Independent. The Special Committee
considered the possibility of continuing to operate Company as an
independent public company, including the perceived risks and
uncertainties of remaining an independent public company. In
considering the alternative of pursuing growth as an independent
company, the Special Committee considered the following factor:
-- the fact that Company would likely have difficulty raising
additional financing and would thus have limited growth
opportunities, and that any equity capital raised would likely be
at a price below the Acquisition Price, thus likely diluting the
current equity.
Financial Forecasts. The Special Committee considered the
financial forecasts provided by management.
Terms of the Merger Agreement. The Special Committee considered
the terms and conditions of the Merger Agreement and the course of
negotiations thereof, including:
-- the conditions to Philips' obligations to complete the
Acquisition, including the ability of Philips to terminate the
Merger Agreement under certain specified circumstances;
-- the structure of the transaction as a merger, and the fact
that the Merger Agreement requires approval by the Stockholders,
which together would provide a period of time during which a
Superior Proposal could be made;
-- our ability, under certain circumstances, to furnish
information to and conduct negotiations with third parties, subject
to the terms and conditions as set forth in the Merger
Agreement;
-- the ability of the Board, in connection with an Acquisition
Proposal and under certain other circumstances, to change its
recommendation that the Stockholders adopt the Merger Agreement,
subject to the terms and conditions as set forth in the Merger
Agreement;
-- Stockholders who do not wish to accept the Acquisition Price
and do not vote for the Merger Resolution will be entitled to
demand appraisal rights under Delaware law; and
-- that the Acquisition would only proceed, if among other
conditions: (i) the Merger Agreement is approved by Stockholders
holding a majority (greater than 50%) of the issued and outstanding
shares of Company Common Stock entitled to vote at the Special
Meeting, and (ii) delisting of the Company Common Stock from AIM is
approved by Stockholders holding at least 75% of the votes cast at
the Special Meeting.
In the course of its deliberations, the Special Committee also
considered a variety of risks and factors weighing against the
Acquisition, including:
Risks of Announcement and Closing
The Special Committee considered:
-- the risks and contingencies related to the announcement and pendency of the Acquisition;
-- the conditions to Philips' obligation to complete the
Acquisition and the right of Philips to terminate the Merger
Agreement under certain specified circumstances;
-- the risks of a delay in receiving, or a failure to receive,
the necessary approvals and clearances necessary to complete the
Acquisition; and
-- the risks and costs to Company if the Acquisition is not
completed, including the diversion of management and the potential
impact on the stock price.
Cash Transaction
Our Special Committee considered that the Acquisition Price is
cash and, as a result, the Stockholders will forego any potential
future increase in the value that might result from possible
growth, and that income realized as a result of the Acquisition
will generally be taxable to the Stockholders.
Termination Fee and Other Alternative Acquirers
The Special Committee considered the possibility that the
Termination Fee payable to Philips under the circumstances set
forth in the Merger Agreement might discourage a competing proposal
to acquire Company or reduce the price of any such proposal. The
Special Committee also considered the limited recourse available
against Philips and Merger Sub if the Merger Agreement were
terminated.
Interests of Directors and Officers
The Special Committee considered the interests that certain of
the Directors and executive officers may have with respect to the
Acquisition (including the compensation payable to Company
executives in connection with the Acquisition) in addition to their
interests as Stockholders.
Fairness Opinion
On 20 June 2017, Raymond James rendered to the Special Committee
an opinion that, based upon and subject to various assumptions
made, procedures followed, matters considered, and qualifications
and limitations upon the review undertaken in preparing its
opinion, the Acquisition Price to be paid to the holders of Company
Common Stock (other than as specified in such opinion) pursuant to
the Merger Agreement was fair, from a financial point of view, to
such holders. Raymond James' opinion did not address any other term
or aspect of the Merger Agreement or the Acquisition and does not
constitute a recommendation to any stockholder of the Company or
any other person as to how such stockholder or other person should
vote with respect to the Acquisition or otherwise act with respect
to the Acquisition or any other matter.
The foregoing discussion is not intended to be exhaustive, but
we believe it addresses much of the material information and many
of the principal factors considered by the Special Committee in its
consideration of the Acquisition.
In light of the variety of factors considered in connection with
its evaluation of the Acquisition and the complexity of these
matters, the Special Committee did not find it practicable to, and
did not, quantify or otherwise attempt to assign relative weights
to the various factors considered in reaching its determination,
and individual Directors may have given different weight to
different factors. In addition, the Special Committee did not reach
any specific conclusions with respect to any of the factors or
reasons considered. Instead, the Special Committee conducted an
overall analysis of the factors and reasons described above and
determined that, in the aggregate, the potential benefits
considered outweighed the potential risks or possible negative
consequences of approving the Merger Agreement and accordingly
recommends that the Stockholders vote "FOR" the Resolutions.
Termination Payments
The Merger Agreement contains circumstances in which the Company
may be obliged to make termination payments including:
-- if Philips terminates due to the following reasons:
-- Philips or the Company terminates because the Acquisition
will not have been consummated by the Outside Date, Philips or the
Company terminates because the Stockholders fail to approve the
Merger Resolution or the Delisting Resolution at the Special
Meeting or at any adjournment or postponement thereof taken in
accordance with the Merger Agreement, or Philips terminates because
of Company's material breach, and, in each case,
o a bona fide Acquisition Proposal shall have been made to the
Company or any of its stockholders or any person and shall have
publicly announced an intention (whether or not conditional) to
make an Acquisition Proposal with respect to the Company (and such
Acquisition Proposal shall not have been publicly withdrawn) on a
bona fide basis without qualification (1) at least 30 Business Days
prior to the date of termination, with respect to any termination
pursuant to Section 8.1(b) of the Merger Agreement or (2) at least
10 Business Days prior to the date of the Special Meeting, with
respect to termination pursuant to Section 8.1(c) of the Merger
Agreement, and
o within 12 months after such termination, (1) the Company shall
have entered into an Alternative Acquisition Agreement with respect
to, or shall have consummated or shall have approved or recommended
to the Stockholders or otherwise not opposed an Acquisition
Proposal or (2) there shall have been consummated an Acquisition
Proposal with respect to the Company (with "50%" being substituted
in lieu of "15%" in each instance thereof in the definition of
"Acquisition Proposal" for this purpose), then immediately prior to
or concurrently with the occurrence of either of the events
described in the foregoing clause, or
o Company terminates pursuant to Section 8.1(f) (Alternative
Acquisition Agreement) of the Merger Agreement or Philips
terminates pursuant to Section 8.1(g) (Company Recommendation
Matters) of the Merger Agreement, then promptly, but in no event
later than two Business Days after the date of such
termination,
-- the Company shall pay the termination fee of $1.4 million
(the "Termination Fee") to Philips and, in each case, shall also
pay all of the reasonable and documented out-of-pocket expenses,
including those of the Paying Agent, incurred by Philips or Merger
Sub in connection with the Merger Agreement and the transactions
contemplated by the Merger Agreement, in an amount not to exceed
$160,000 (the "Expense Reimbursement").
Company management and employees
Following the Acquisition, substantially all of the officers of
the Company, including the CEO, are expected to continue their
employment with the Company.
Related Party Transactions
On 20 February 2017, the Board established the Special
Committee, consisting of the disinterested, non-management members
of the Board, to review any offers and proposals for the
acquisition of all or a portion of the Company and provide guidance
and recommendations to the Board regarding such acquisition offers
and proposals. At a meeting held on 24 February 2017, the Board
approved (with Drs. Tucker and Bunnenberg abstaining) a retention
bonus of $150,000 payable to Don Tucker, Ann Bunnenberg, Gary
Weber, Paul Holman, Robert Bell, Phan Luu payable on closing of an
acquisition transaction (so long as are employed by the Company as
of the date of payment) consistent with and in accordance with
their employment contracts and the Company's existing incentive
bonus plan. Subsequent to the approval, Dr. Tucker waived his right
to receive the retention bonus.
At a meeting held on 20 June 2017, the Board, including Dr.
Tucker as a disinterested director (with the members of the Special
Committee abstaining), approved compensation payable to each member
of the Special Committee on closing of an acquisition transaction
in recognition of the significant extra service and
responsibilities of the Special Committee members have undertaken
in connection with the consideration and evaluation of potential
acquisition transactions. The amounts payable to the Special
Committee members are as follows: Dr. Brown - $88,500; Ms. Soden -
$96,500; and Dr. Englander - $89,500. The amounts are consistent
with the existing service contracts between each member of the
Special Committee and the Company. Each member will also receive
all unpaid Non-Executive Director fees (plus interest) through 30
June 2017, this amounts to approximately $199,000 in total.
In accordance with and as required by the AIM Rules, with the
exception of Dr. Bunnenberg, Dr. Brown, Ms. Soden, and Dr.
Englander, the independent Director of the Company (Dr. Tucker),
having consulted with Peel Hunt LLP, considers that the payments
detailed in the prior paragraph and the payment to Ann Bunnenberg
of $150,000 are fair and reasonable insofar as the Stockholders are
concerned.
Current Trading
The market factors that the Company discussed in its trading and
business updates on 13 January 2017 and 6 March 2017 as well as the
Final Results issued on 20 April 2017 have unfavourably influenced
revenue for the first half of 2017. The adverse impact on revenues
was incurred during the first quarter of 2017, while revenues for
the second quarter of 2017 are expected to be below the same period
of the prior year but broadly more consistent with past comparable
periods. The Company anticipates a 20% to 27% decrease in revenue
for the first half of 2017 compared to the same period in 2016. The
Company's near term sales prospects remain active and management
expects that the pattern of revenues being materially second half
weighted will continue and be a feature of the current financial
year. The Company is expecting low single-digit percentage sales
growth in the year ending 31 December 2017.
Important Information
On an unaudited basis, the Company's cash reserves at 31 May
2017 were approximately $0.7 million and borrowings under the
Company's revolving credit facility were $1.1 million. As further
described in Note 8 to the Company's 2016 Consolidated Financial
Statements, a note payable in the amount of $1.0 million matures on
February 28, 2018 (or on closing of the Acquisition). Additionally,
the Company's revolving credit facility matures on June 3, 2018. In
the event that the Acquisition is not completed within the
timelines indicated, the Company would be required to raise further
debt or equity financing in the near term in order to provide
additional working capital. There can be no certainty that such
financing will be made available or, if such financing is secured,
what the terms of such financing will be.
Proxy Statement
EGI plans to send to its Stockholders a Proxy Statement in
connection with the Acquisition and the Merger Agreement. The Proxy
Statement will contain important information about the proposed
merger and related matters. STOCKHOLDERS ARE URGED TO READ THE
PROXY STATEMENT CAREFULLY WHEN IT BECOMES AVAILABLE AND PROMPTLY
RESPOND AS PROVIDED IN SUCH DOCUMENT. Such Proxy Statement will be
mailed to all record holders of Company Common Stock as of the
Record Date, and we expect that additional copies will be made
available to nominee holders to share with their underlying
beneficial holders. Stockholders will also be able to obtain free
copies of the Proxy Statement (when it is available) and other
documents notified by EGI in accordance with the AIM Rules for
Companies through the website maintained by EGI at www.egi.com. In
addition, Stockholders will be able to obtain copies of the Proxy
Statement and the Merger Agreement from EGI by contacting the
Company's Secretary: ATTN: Dr. Ann Bunnenberg, 500 East 4(th)
Avenue, Suite 200, Eugene, OR 97401.
Disclaimers
Peel Hunt, which is authorised and regulated in the UK by the
Financial Conduct Authority is acting exclusively for EGI and no
one else in connection with the matters set out in this
announcement. In connection with such matters, Peel Hunt will not
regard any other person as their client, nor will they be
responsible to any other person for providing the protections
afforded to clients of Peel Hunt or for providing advice in
relation any 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,
invitation, inducement or the solicitation of an offer to purchase,
otherwise acquire, subscribe for, sell or otherwise dispose of or
exercise rights in respect of any securities or the solicitation of
any vote or approval in any jurisdiction pursuant to the
Acquisition or otherwise. Any vote, decision in respect of, or
other response to, the Acquisition should be made only on the basis
of the information contained in the Proxy Statement. Each
Stockholder is urged to consult its independent professional
advisers immediately regarding the tax consequences of the
Acquisition applicable to them.
In accordance with normal practice in the United Kingdom,
Philips or its nominees, or its brokers (acting as agents), may
from time to time make certain purchases of, or arrangements to
purchase, Company Common Stock, other than pursuant to the
Acquisition, until the date on which the Acquisition becomes
effective, lapses or is otherwise withdrawn. These purchases may
occur either in the open market at prevailing prices or in private
transactions at negotiated prices. Any information about such
purchases 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
www.londonstockexchange.com.
Overseas Stockholders
The implications of the Acquisition for Overseas Stockholders
may be affected by the laws of the relevant jurisdictions. Overseas
Stockholders should inform themselves about and observe any
applicable legal requirements. It is the responsibility of each
Overseas Stockholder to satisfy himself as to the full observance
of the laws of the relevant jurisdiction in connection therewith,
including the obtaining of any governmental, exchange control or
other consents which may be required, or the compliance with other
necessary formalities which are required to be observed and the
payment of any issue, transfer or other taxes due in such
jurisdiction.
Any person (including without limitation, nominees, trustees and
custodians) who would, or otherwise intends to, forward this
announcement, the Proxy Statement or any accompanying document to
any jurisdiction outside the United Kingdom should refrain from
doing so and seek appropriate professional advice before taking any
action.
If any Overseas Stockholder remains in any doubt, it should
consult an appropriate independent professional adviser in its
relevant jurisdiction without delay. In particular, the ability of
persons who are not resident in the United Kingdom to vote their
Company Common Stocks at the Special Meeting or to execute and
deliver a Form of Proxy appointing another to vote their Company
Common Stocks in respect of the Special Meeting on their behalf,
may be affected by the laws of the relevant jurisdiction in which
they are located.
Failure to comply with any such 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.
Overseas Stockholders should consult their own legal and tax
advisers with regard to the legal and tax consequences of the
Acquisition on their particular circumstances.
Forward Looking Statements
This announcement contains statements that are or may be
forward-looking statements. All statements other than statements of
historical facts included in this announcement may be
forward-looking statements, including statements that relate to
Company, Philips and/or their respective subsidiaries' future
prospects, developments and strategies prior to and after the
consummation of the Acquisition.
Forward-looking statements may be identified by their use of
terms and phrases such as "believe", "targets", "expects", "aim",
"anticipate", "projects", "would", "could", "envisage", "estimate",
"intend", "may", "plan", "will" or the negative of those,
variations or comparable expressions, including references to
assumptions. Forward-looking statements may 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 Company's and Philips' operations and
potential synergies resulting from the Acquisition; and (iii) the
effects of government regulation on Company's and Philips'
business. The forward-looking statements in this announcement are
based on current expectations and are subject to known and unknown
risks and uncertainties that could cause actual results,
performance and achievements to differ materially from any results,
performance or achievements expressed or implied by such
forward-looking statements. These forward-looking statements are
based on numerous assumptions regarding the present and future
business strategies of Company, Philips and/or their respective
subsidiaries and the environment in which each will operate in the
future prior to and after the consummation of the Acquisition and
readers are cautioned not to place undue reliance on such
forward-looking statements. All subsequent oral or written
forward-looking statements attributed to Company, Philips and/or
their respective subsidiaries or any persons acting on their behalf
are expressly qualified in their entirety by the cautionary
statement above.
Each forward-looking statement speaks only as at the date of
this announcement. Except as required by applicable law or
regulatory requirement (including the AIM Rules), neither Company
nor any other party intends to update or revise these
forward-looking statements, whether as a result of new information,
future events or otherwise.
There can be no assurance that forward-looking statements will
prove to be accurate, as actual results and future events could
differ materially from those anticipated in such statements.
Accordingly, readers should not place undue reliance on
forward-looking statements.
No Revenue or Profit Forecasts or Estimates
No statement in this announcement is intended as a revenue or
profit forecast or estimate for any period and no statement in this
announcement should be interpreted to mean that earnings/loss or
earnings/loss per share for EGI or Philips, as appropriate, for the
current or future financial years would necessarily match or exceed
the historical published earnings/loss or earnings/loss per share
for EGI or Philips, as appropriate.
Rounding
Certain figures included in this announcement have been
subjected to rounding adjustments. Accordingly, figures shown for
the same category presented in different tables may vary slightly
and figures shown as totals in certain tables may not be an
arithmetic aggregation of the figures that precede them.
Exchange Rates
The Acquisition Price is fixed in pounds sterling and the risk
of fluctuations of USD equivalent at closing will be borne by
Stockholders.
APPIX
DEFINITIONS
The following definitions apply throughout this announcement,
unless the context otherwise requires:
"GBP" or "sterling" pounds sterling, the lawful
currency of the United
Kingdom;
"$" or "USD" US dollars, the lawful
currency of the United
States of America and
reference to "cents" shall
be construed accordingly;
"Acquisition Price" GBP1.054 in cash per share;
"Acquisition" or "Merger" the recommended acquisition
of Company by the Philips
at the Acquisition Price
in cash through the merger
of Merger Sub with and
into Company pursuant
to the laws of the State
of Delaware and the terms
of the Merger Agreement,
with the Company being
the surviving corporation;
"Acquisition Proposal" any proposal, offer, inquiry
or indication of interest
relating to a (A) liquidation
or dissolution (or the
adoption of a plan of
liquidation or dissolution)
of the Company or the
declaration or payment
of an extraordinary dividend
(whether in cash or other
property) by the Company
or (B) any direct or indirect
acquisition (whether by
merger, joint venture,
partnership, tender offer,
exchange offer, consolidation,
recapitalization, business
combination or other transaction)
by any Person or group
that if consummated would
result in any Person or
group becoming the beneficial
owner of, directly or
indirectly, in one or
a series of related transactions,
15% or more of the total
voting power or of any
class of equity securities
of the Company or any
of its Subsidiaries, as
applicable, or 15% or
more of the consolidated
net revenues, net income
or total assets (it being
understood that assets
include equity securities
of Subsidiaries) of the
Company, in each case
other than the transactions
contemplated by the Merger
Agreement;
"AIM Rules" the AIM Rules for Companies
as published by the London
Stock Exchange from time
to time;
"AIM" AIM, the market operated
and regulated by the London
Stock Exchange;
"Alternative Acquisition any letter of intent,
Agreement" memorandum of understanding,
agreement in principle,
acquisition agreement,
merger agreement, option
agreement, joint venture
agreement, partnership
agreement or other agreement
(other than a confidentiality
agreement referred to
in Section 6.2(a) of the
Merger Agreement entered
into in compliance with
Section 6.2(a) of the
Merger Agreement) relating
to any Acquisition Proposal;
"Board" or "Company Board" the Board of Directors
of Company;
"Business Day" any day ending at 11:59
p.m. (New York time) other
than a Saturday or Sunday
or a day on which banks
in the City of New York
or London or the Department
of State of the State
of Delaware is required
or authorized by Law to
close;
"Company" or "EGI" Electrical Geodesics,
Inc., a Delaware Corporation;
"Company Common Stock" Company's common stock,
par value $0.001 per share;
"Delisting Resolution" the resolution to be proposed
at the Special Meeting
to approve the delisting
of the Company Common
Stock in connection with
the closing of the Merger;
"Depository Interests" interests which represent
or "DI" the Company Common Stock
(which are held by Capita
IRG Trustees Limited in
exchange for the issue
of a dematerialised depository
interest representing
the Company Common Stock
and which are held on
trust for the holders
of such interests) and
are tradable through CREST;
"Director" or "Company a director of Company;
Director"
"FCA" or "Financial Conduct the UK Financial Conduct
Authority" Authority;
"Form of Declarations" the form of declarations
relating the ultimate
beneficial ownership of
Company Common Stock,
a copy of which is available
on Company's website at
www.egi.com;
"Form of Direction" the form of direction
for use at the Special
Meeting, which accompanies
the Proxy Statement;
"Form of Proxy" the form of proxy for
use at the Special Meetings,
which accompanies the
Proxy Statement;
"FSMA" or "Financial Services the Financial Services
and Markets Act" and Markets Act 2000 (as
amended);
"London Stock Exchange" London Stock Exchange
Group plc, a public limited
company incorporated in
England and Wales;
"Merger Agreement" the Agreement and Plan
of Merger, dated 21 June
2017, by and among Company,
Merger Sub, and Philips
as described in Part 2
of the Proxy;
"Merger Resolution" the resolution to be proposed
at the Special Meeting
to approve and adopt the
Merger Agreement;
"Merger Sub" Healthcare Technology
Merger Sub, Inc., a Delaware
corporation;
"Notice of Special Meeting" the Notice of Special
Meeting set out at the
end of the Proxy Statement;
"Outside Date" 5:00 p.m., New York time
on 19 September 2017;
"Overseas Stockholders" Stockholders (or nominees,
custodians or trustees
of Stockholders) who are
resident in, or nationals
or citizens of jurisdictions
outside of the UK or who
are citizens or residents
of countries other than
the UK;
"Peel Hunt LLP" Peel Hunt LLP Ltd, the
nominated adviser and
broker to Company for
the purposes of the AIM
Rules;
"Person" or "Persons" any individual, corporation
(including not-for-profit),
general or limited partnership,
limited liability company,
joint venture, estate,
trust, association, organization,
Governmental Entity or
other entity of any kind
or nature;
"Philips" Philips Holding USA Inc.,
a Delaware Corporation;
"Proxy Statement" the document to be sent
to Stockholders in connection
with seeking the adoption
of the Merger Agreement,
containing and setting
out the terms of the Acquisition
and the notice convening
the Special Meeting;
"Record Date" close of trading on AIM
on 20 June 2017, the time
and date set by the Board
as the record time and
date for determining the
Stockholders entitled
to notice of and to vote
at the Special Meeting;
"Regulatory Information a service approved by
Service" the London Stock Exchange
for the distribution to
the public of announcements
and included on the list
maintained on the London
Stock Exchange's website;
"Resolutions" the Merger Resolution
and the Delisting Resolution;
"Stockholder" a holder of shares of
Company Common Stock;
"Special Committee" means the Special Committee
of the Company Board,
which is comprised of
Dr. John Brown (Chair),
Dr. Raymond Englander
and Ms. Christine Soden;
"Special Meeting" the Special Meeting of
the Stockholders to be
held at 9:00 a.m. Pacific
time on 17 July 2017 at
the offices of Company,
500 East 4(th) Avenue,
Suite 200, Eugene, OR
97401, USA;
"Superior Proposal" an unsolicited, bona fide
written Acquisition Proposal,
which Acquisition Proposal
was first made on or after
the date of the Merger
Agreement (and has not
been withdrawn) and did
not arise from or in connection
with any breach of Section
6.2 of the Merger Agreement,
that would result in a
Person or group becoming
the beneficial owner of,
directly or indirectly,
more than 50% of the total
voting power of the equity
securities of the Company
or more than 50% of the
consolidated net revenues,
net income or total assets
(including equity securities
of its Subsidiaries),
of the Company that the
Company Board has determined
in good faith, after consultation
with outside legal counsel
and its financial advisor,
taking into account all
legal, financial, financing
and regulatory aspects
of the proposal, the identity
of the Person(s) making
the proposal and the likelihood
of the proposal being
consummated in accordance
with its terms, that,
if consummated, would
result in a transaction
(A) more favourable to
the Company's stockholders
from a financial point
of view than the transactions
contemplated by the Merger
Agreement (after taking
into account any revisions
to the terms of the Merger
Agreement proposed by
Philips pursuant to Section
6.2(f) of the Merger Agreement),
and (B) is reasonably
likely to be completed,
taking into account any
regulatory, financing
or approval requirements
that the Company Board
determines, in good faith,
to be relevant to such
determination;
"Takeover Code" UK City Code on Takeovers
and Mergers;
"Termination Fee" the termination fee of
$1.4 million required
to be payed by Company
pursuant to Section 8.2
of the Merger Agreement;
"United Kingdom" or "UK" the United Kingdom of
Great Britain and Northern
Ireland;
"United States" or "US" the United States of America,
its territories and possessions,
any state of the United
States of America and
the District of Columbia
and all other areas subject
to its jurisdiction; and
"Voting Agreement" the voting agreement to
approve the Acquisition
governed by the laws of
the State of Delaware,
as described in Part 4
of the Proxy Statement.
References to an enactment include references to that enactment
as amended, replaced, consolidated or re-enacted by or under any
other enactment before or after the date of this announcement
All the times referred to in the Proxy Statement are Pacific
Times of the United States unless otherwise stated.
References to the singular include the plural and vice
versa.
This information is provided by RNS
The company news service from the London Stock Exchange
END
OFFDMGZVKZZGNZG
(END) Dow Jones Newswires
June 22, 2017 02:00 ET (06:00 GMT)
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