TIDMEMIS
RNS Number : 4402V
EMIS Group PLC
09 August 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 OR VIOLATION OF THE RELEVANT LAWS
OF THAT JURISDICTION
FOR IMMEDIATE RELEASE
9 August 2022
RECOMMED CASH ACQUISITION
OF
EMIS GROUP PLC ("EMIS")
BY
BORDEAUX UK HOLDINGS II LIMITED ("Bidco")
an affiliate of
Optum Health Solutions (UK) Limited ("oPTUM uk")
and a wholly owned subsidiary of
UnitedHealth Group Incorporated ("unitedhealth group")
Results of Court Meeting and General Meeting
On 17 June 2022, the Boards of Bidco and EMIS announced that
they had reached agreement on the terms of a recommended all cash
offer pursuant to which Bidco, an affiliate of Optum UK and a
wholly-owned subsidiary of UnitedHealth Group, will acquire the
entire issued and to be issued ordinary share capital of EMIS (the
"Acquisition"). The Acquisition is being implemented by means of a
Court-sanctioned scheme of arrangement under Part 26 of the
Companies Act 2006 (the "Scheme").
EMIS announces that the Court Meeting to consider the Scheme and
the General Meeting to consider the Special Resolution relating to
the Acquisition were each held today and all resolutions were
approved by the requisite majorities, as set out in further detail
below.
At the Court Meeting, a majority in number of the Scheme
Shareholders who voted (either in person or by proxy), representing
not less than 75 per cent. in value of the Scheme Shares voted by
those Scheme Shareholders, approved the Scheme.
At the General Meeting, EMIS Shareholders passed the Special
Resolution to, among other things, amend EMIS's articles of
association in connection with the Scheme and authorise the EMIS
Directors to take all such action as they may consider necessary or
appropriate for carrying the Scheme into effect.
At the Voting Record Time, excluding any EMIS Shares held in
treasury, EMIS had 63,311,396 EMIS Shares in issue, with a nominal
value of one penny each.
Capitalised terms used but not defined in this announcement have
the meanings given to them in the scheme document published on 8
July 2022 containing the full terms and conditions of the
acquisition by Bidco of the entire issued and to be issued share
capital of EMIS (the "Scheme Document").
Number of Scheme Shareholders voting and votes cast at the Court
Meeting
The results of the poll at the Court Meeting held on 9 August
2022 were as follows:
Results of FOR AGAINST TOTAL
Court Meeting
Number of Scheme
Shares voted 39,979,138 185,715 40,164,853
------------- ------------ ------------------------
Percentage of
Scheme Shares
voted (1) 99.54% 0.46% 100%
------------- ------------ ------------------------
Number of Scheme
Shareholders
who voted (2) 205 9 214
------------- ------------ ------------------------
Percentage of
Scheme Shareholders
who voted (1) 95.79% 4.21% 100%
------------- ------------ ------------------------
Number of Scheme
Shares voted
as a percentage
of the Scheme
Shares eligible
to be voted
at the Court
Meeting (1) 63.15% 0.29% 63.44%
------------- ------------ ------------------------
(1) Rounded to two decimal places.
(2) Where a Scheme Shareholder has cast some of their votes
"for" and some of their votes "against" the resolution, such
Scheme Shareholder has been counted as having voted both "for"
and "against" the resolution for the purposes of determining
the number of Scheme Shareholders who voted as set out in
this column.
Number of EMIS Shareholders voting and votes cast at the General
Meeting
The results of the poll at the General Meeting held on 9 August
2022 were as follows:
FOR AGAINST TOTAL WITHHELD
(1)
Special Number Percentage Number Percentage Number Number
Resolution of votes of votes of votes of votes of votes of votes
(2) (2)
----------- ----------- ---------- ----------- ----------- ----------
Approval
of implementation
of the Scheme,
including
amendments
to the Articles
of Association 39,845,167 99.52% 191,967 0.48% 40,038,799 1,665
----------- ----------- ---------- ----------- ----------- ----------
(1) A vote withheld is not a vote in law and is not counted in
the calculation of the proportion of votes 'For' or 'Against'
the Special Resolution.
(2) Rounded to two decimal places.
Next steps and timetable
The outcome of the Court Meeting and General Meeting means that
Conditions 2(a) and (b) (as set out in Part A of Part 3 of the
Scheme Document) have been satisfied.
EMIS is also pleased to announce that a notification has been
made and accepted under the NS&I Act and the Secretary of State
has confirmed that no further action will be taken in relation to
the Acquisition. Accordingly, Condition 3(b) set out in Part A of
Part 3 of the Scheme Document has been satisfied.
The Scheme remains subject to the sanction by the Court at the
Court Hearing and the satisfaction (or, where applicable, the
waiver) of the other Conditions to the Scheme (as set out in the
Scheme Document).
Subject to the Scheme receiving the sanction of the Court, the
filing of the Court Order with the Registrar of Companies and the
satisfaction of or, where applicable, the waiver of the other
Conditions, the Scheme is expected to become Effective by the end
of 2022.
The expected timetable of principal events for the
implementation of the Scheme remains as set out on page 9 of the
Scheme Document (as defined below). If any of the key dates and/or
times set out in the timetable change, EMIS will give notice of
this change by issuing an announcement through a Regulatory
Information Service.
Prior to the Scheme becoming Effective, it is intended that
applications will be made to the London Stock Exchange for the
cancellation of trading of EMIS Shares on AIM. It is intended that
on the Effective Date, share certificates in respect of EMIS Shares
will cease to be valid and entitlements to EMIS Shares held within
the CREST system will be cancelled.
Enquiries:
EMIS
Andrew Thorburn, Chief Executive Officer +44 0330 024 1269
Peter Southby, Chief Financial Officer
Numis (Financial adviser, corporate broker
and nominated adviser to EMIS)
+44 (0) 207 260
Simon Willis 1000
James Black
Joshua Hughes
Havish Patel
+44 (0) 203 128
MHP (PR adviser to EMIS) 8572
Reg Hoare EMIS@mhpc.com
Ollie Hoare
Matthew Taylor
Pauline Guenot
Bidco / Optum UK
Aisling Kearney +44 7971 428266
Robey Warshaw (Financial Adviser to UnitedHealth
Group and Bidco)
Simon Warshaw +44 20 7317 3900
Philip Apostolides
FGS Global (PR Adviser to Bidco and Optum
UK)
James Murgatroyd +44 20 7251 3801
Harry Worthington Optum-ON@fgsglobal.com
Travers Smith LLP are retained as legal adviser to EMIS and
Slaughter and May are retained as legal adviser to Bidco and
UnitedHealth Group.
Important notices
This announcement is for information purposes only and is not
intended to, and does not, constitute or form part of any offer or
inducement to sell or an invitation to purchase, otherwise acquire,
subscribe for, sell or otherwise dispose of, any securities or the
solicitation of an offer to buy any securities, any vote or
approval in any jurisdiction pursuant to the Acquisition or
otherwise. The Acquisition will be made solely pursuant to the
terms of the Scheme Document (or, if the Acquisition is implemented
by way of an 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 decision in respect
of, 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 an Offer, the Offer
Document).
EMIS and Bidco prepared the Scheme Document, published on 8 July
2022. EMIS and Bidco urge EMIS Shareholders to read the Scheme
Document because it contains important information relating to the
Acquisition.
This announcement does not constitute a prospectus or prospectus
equivalent document.
Robey Warshaw, which is authorised and regulated by the FCA in
the UK, is acting exclusively for UnitedHealth Group and Bidco and
no one else in connection with the Acquisition and will not be
responsible to anyone other than UnitedHealth Group and Bidco for
providing the protections afforded to clients of Robey Warshaw or
for providing advice in relation to the Acquisition or any other
matters referred to in this announcement.
Numis, which is authorised and regulated by the FCA in the UK,
is acting exclusively for EMIS and no one else in connection with
the Acquisition or any other matters referred to in this
announcement and will not be responsible to anyone other than EMIS
for providing the protections afforded to clients of Numis or for
providing advice in relation to the Acquisition or any other
matters referred to in this announcement. Neither Numis nor any of
its affiliates, directors or employees owes or accepts any duty,
liability or responsibility whatsoever (whether direct or indirect,
consequential, whether in contract, in tort, in delict, under
statute or otherwise) to any person who is not a client of Numis in
connection with the Acquisition, any statement contained herein or
otherwise.
Overseas jurisdictions
This announcement has been prepared in connection with proposals
in relation to a scheme of arrangement pursuant to and for the
purpose of complying with the laws of England and Wales, the
Takeover Code, the AIM Rules, the Market Abuse Regulation (EU
596/2014) and the Disclosure Guidance and Transparency Rules and
information disclosed may not be the same as that which would have
been disclosed if this announcement had been prepared in accordance
with the laws of jurisdictions outside England.
The release, publication or distribution of this announcement in
or into certain jurisdictions other than the United Kingdom may be
restricted by law and therefore any persons who are subject to the
laws of any jurisdiction other than the United Kingdom should
inform themselves of, and observe, any applicable requirements of
their jurisdictions.
The availability of the Acquisition to EMIS Shareholders who are
not resident in and citizens of the UK 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 UK 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 EMIS 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 Acquisition 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
this announcement and all such documents relating to the
Acquisition (including custodians, nominees and trustees) must not
mail or otherwise forward, distribute or send them 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 an Offer (unless otherwise
permitted by applicable law and regulation), the 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 Offer may not be capable of acceptance by any
such use, means, instrumentality or facilities.
The Acquisition shall be subject to the applicable requirements
of the Takeover Code, the Panel, the London Stock Exchange, the
Financial Conduct Authority and the AIM Rules.
Additional information for US investors
EMIS Shareholders in the US should note that the Acquisition
relates to the securities of an English company, is subject to UK
disclosure requirements and practices (which are different from
those of the US) and is proposed to be implemented by means of a
scheme of arrangement under the laws 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 Securities Exchange Act of 1934, as amended (the "US Exchange
Act"). Accordingly, the Acquisition and the Scheme will be subject
to the disclosure requirements and practices applicable in the UK
to schemes of arrangement, which are different from the disclosure
requirements of the US tender offer and proxy solicitation rules.
The financial information included in this announcement and the
Scheme Document has been or will have been prepared in accordance
with IFRS, 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. However, if, in the future, Bidco were to
exercise its right to implement the Acquisition of the EMIS Shares
by way of an Offer and determines to extend the offer into the
United States, the Acquisition will be made in compliance with
applicable United States laws and regulations, including any
applicable exemptions under the US Exchange Act.
The receipt of cash pursuant to the Acquisition by a US investor
as consideration for the transfer of its Scheme Shares pursuant to
the Scheme may be a taxable transaction for US federal income tax
purposes and under applicable US state and local, as well as
foreign and other, tax laws. Each EMIS Shareholder is urged to
consult with legal, tax and financial advisers in connection with
making a decision regarding the Acquisition.
It may be difficult for US investors to enforce their rights and
claims arising out of the US federal securities laws, since Bidco
and EMIS 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 investors 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 judgement.
To the extent permitted by applicable law, in accordance with
normal UK market practice and pursuant to Rule 14e-5(b) of the US
Exchange Act, Bidco or its nominees, or their brokers (acting as
agents), may from time to time make certain purchases of, or
arrangements to purchase, EMIS Shares outside of the US, 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 or arrangements to purchase will
be disclosed as required in the UK, will be reported to a
Regulatory Information Service and will be available on the London
Stock Exchange website at www.londonstockexchange.com.
Neither the United States Securities and Exchange Commission nor
any US state securities commission has approved or disapproved the
Acquisition, passed upon the merits or fairness of the Acquisition
or passed any opinion upon the accuracy, adequacy or completeness
of this announcement (nor will it do so in respect of the Scheme
Document). Any representation to the contrary is a criminal offence
in the United States.
Forward-looking statements
This announcement (including information incorporated by
reference in this announcement), oral statements made regarding the
Acquisition, and other information published by Bidco, Optum UK,
any member of the Wider Optum Group, EMIS or any member of the
Wider EMIS Group may contain statements which are, or may be deemed
to be, "forward-looking statements". Forward-looking statements are
prospective in nature and are not based on historical facts, but
rather on current expectations and projections about future events,
and are therefore subject to risks and uncertainties which could
cause actual results to differ materially from the future results
expressed or implied by the forward-looking statements.
The forward-looking statements contained in this announcement
include statements relating to the expected effects of the
Acquisition on Bidco, Optum UK, any member of the Wider Optum
Group, EMIS or any member of the Wider EMIS Group (including their
future prospects, developments and strategies), the expected timing
and scope of the Acquisition and other statements other than
historical facts. Often, but not always, forward-looking statements
can be identified by the use of forward-looking words such as
"prepares", "plans", "expects" or "does not expect", "is expected",
"is subject to", "budget", "projects", "synergy", "strategy",
"scheduled", "goal", "estimates", "forecasts", "intends",
"cost-saving", "intends", "anticipates" or "does not anticipate",
or "believes", or variations of such words and phrases or
statements that certain actions, events or results "may", "could",
"should", "would", "might" or "will" be taken, occur or be
achieved. 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 Bidco's, Optum UK's, EMIS's, any member of
the Wider Optum Group's or any member of the Wider EMIS Group's
operations and potential synergies resulting from the Acquisition;
and (iii) the effects of global economic conditions and
governmental regulation on Bidco's, Optum UK's, EMIS's, any member
of the Wider Optum Group's or any member of the Wider EMIS Group's
business.
Although Bidco and EMIS believe that the expectations reflected
in such forward-looking statements are reasonable, Bidco, Optum UK,
the Wider Optum Group, EMIS and the Wider EMIS Group can give no
assurance that such expectations will prove to be correct. By their
nature, forward-looking statements involve risk and uncertainty
because they relate to events and depend on circumstances that will
occur in the future. There are a number of factors that could cause
actual results and developments to differ materially from those
expressed or implied by such forward-looking statements.
These factors include, but are not limited to: the ability to
complete the Acquisition; the ability to obtain requisite
regulatory and shareholder approvals and the satisfaction of other
Conditions; changes in the global political, economic, business and
competitive environments and in market and regulatory forces;
changes in future exchange and interest rates; changes in tax
rates; future business combinations or disposals; changes in
general economic and business conditions; changes in the behaviour
of other market participants; the anticipated benefits from the
proposed transaction not being realised as a result of changes in
general economic and market conditions in the countries in which
Bidco, Optum UK, the Wider Optum Group, EMIS and/or the Wider EMIS
Group operate; weak, volatile or illiquid capital and/or credit
markets; changes in the degree of competition in the geographic and
business areas in which Bidco, Optum UK, each member of the Wider
Optum Group, EMIS and/or each member of the Wider EMIS Group
operate; and changes in laws or in supervisory expectations or
requirements. Other unknown or unpredictable factors could cause
actual results to differ materially from those expected, estimated
or projected in the forward-looking statements. If any one or more
of these risks or uncertainties materialises or if any one or more
of the assumptions proves incorrect, actual results may differ
materially from those expected, estimated or projected. Such
forward-looking statements should therefore be construed in the
light of such factors.
Neither Bidco, Optum UK, the Wider Optum Group, EMIS nor the
Wider EMIS Group, nor any of their respective associates or
directors, officers or advisers, provide 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. Given these risks and uncertainties, potential
investors are cautioned not to place any reliance on these
forward-looking statements.
Specifically, statements of estimated cost savings and synergies
related to future actions and circumstances which, by their nature,
involve risks, uncertainties and contingencies. As a result, the
cost savings and synergies referred to may not be achieved, may be
achieved later or sooner than estimated, or those achieved could be
materially different from those estimated.
Other than in accordance with their legal or regulatory
obligations, neither Bidco nor EMIS is under any obligation, and
Bidco and EMIS expressly disclaim any intention or obligation to
update or revise any forward-looking statements, whether as a
result of new information, future events or otherwise.
No profit forecasts or estimates
No statement in this announcement is intended as a profit
forecast, profit estimate or quantified benefits statement for any
period and no statement in this announcement should be interpreted
to mean that earnings or earnings per share for EMIS for the
current or future financial years would necessarily match or exceed
the historical published earnings or earnings per share for
EMIS.
Dealing disclosure requirements of the Takeover Code
Under Rule 8.3(a) of the Takeover Code, any person who is
interested in 1% 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 pm on the 10th Business Day following the commencement of the
offer period and, if appropriate, by no later than 3.30 pm 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% 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(s), 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 pm 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 Takeover Panel's website at 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. You should contact the Panel's Market Surveillance Unit
on +44 (0)20 7638 0129 if you are in any doubt as to whether you
are required to make an Opening Position Disclosure or a Dealing
Disclosure.
Publication of this announcement on website
In accordance with Rule 26.1 of the Takeover Code, a copy of
this announcement will be made available, subject to certain
restrictions relating to persons resident in Restricted
Jurisdictions, on EMIS's, UnitedHealth Group's and Optum UK's
websites at https://www.emisgroupplc.com,
www.unitedhealthgroup.com/investors.html and www.optum.co.uk/,
respectively, by no later than 12 noon on the first Business Day
following the date of this announcement. For the avoidance of
doubt, neither the contents of these websites nor any website
accessible from hyperlinks is incorporated into or forms part of
this announcement.
Right to receive documents in hard copy form
In accordance with Rule 30.3 of the Takeover Code, EMIS
Shareholders, persons with information rights and participants in
EMIS Share Plans may request a hard copy of this announcement by
contacting Link Group between 9.00 a.m. to 5.30 p.m. Monday to
Friday (excluding public holidays in England and Wales) on 0371 664
0300 (or +44 (0) 371 664 0300 if calling from outside the UK) or by
submitting a request in writing to Link Group at Central Square,
Wellington Street, Leeds LS1 4DL. Calls are charged at the standard
geographic rate and will vary by provider. Calls outside the United
Kingdom will be charged at the applicable international rate. For
persons who receive a copy of this announcement in electronic form
or via a website notification, a hard copy of this announcement
will not be sent unless so requested. Such persons may also request
that all future documents, announcements and information to be sent
to them in relation to the Acquisition should be in hard copy
form.
Electronic communications
Please be aware that addresses, electronic addresses and certain
information provided by EMIS Shareholders, persons with information
rights and other relevant persons for the receipt of communications
from EMIS may be provided to Bidco during the Offer Period as
requested under Section 4 of Appendix 4 of the Takeover Code to
comply with Rule 2.11(c) of the Takeover Code.
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END
ROMZZGGRMLGGZZM
(END) Dow Jones Newswires
August 09, 2022 07:38 ET (11:38 GMT)
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