TIDMERGO
RNS Number : 2413S
Permira Advisers LLP
02 November 2023
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR
INDIRECTLY, 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
2 November 2023
Recommended cash acquisition
of
Ergomed plc
by
Eden AcquisitionCo Limited
(a newly incorporated company controlled and indirectly wholly
owned by funds advised by Permira Advisers LLP)
Publication of Finance Documentation
Disclosure under Rule 26
On 4 September 2023, the boards of directors of Eden
AcquisitionCo Limited ("Bidco") and Ergomed plc ("Ergomed" or the
"Company") announced that they had reached an agreement on the
terms of a recommended cash acquisition pursuant to which Bidco, a
newly incorporated company controlled and indirectly wholly owned
by the Permira funds advised by Permira Advisers LLP ("Permira")
will acquire the entire issued and to be issued ordinary share
capital of Ergomed (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").
Ergomed published a circular in relation to the Scheme dated 22
September 2023 (the "Scheme Document"). Defined terms used but not
defined in this announcement have the meanings set out in the
Scheme Document.
In accordance with Bidco's intentions referred to in paragraph 4
of Part Two and paragraph 11 of Part Seven of the Scheme Document,
on 2 November 2023, Bidco entered into:
1. a senior facilities agreement (the "Senior Facilities
Agreement") with, among others, Bidco as original borrower and
original guarantor, the Original Lenders (as defined therein),
Kroll Trustee Services Limited as security agent (the "Security
Agent") and Kroll Agency Services Limited as agent (the "Agent").
The Senior Facilities Agreement provides for a term loan facility
in an aggregate principal amount of GBP200,000,000 ("Facility B"),
and a delayed draw term loan facility in an aggregate amount of up
to GBP85,000,000, in each case to be made available to Bidco ;
2. an intercreditor agreement with, amongst others, Bidco as the
company, the Security Agent as security agent and the Agent as
senior agent (the "Intercreditor Agreement");
3. an agency fee letter with Bidco, the Agent and the Security
Agent (the "Agency Fee Letter"); and
4. the conditions precedent status letter from the Agent to Bidco (the " CP Status Letter " ) .
The proceeds of any Facility B loans drawn under the Senior
Facilities Agreement are to be applied by Bidco in or towards,
among other things (including by way of on-lending to members of
the Ergomed Group): (i) the financing or refinancing of the
consideration payable for the Acquisition; (ii) the financing of
any fees, costs and expenses relating to the Acquisition; (iii)
refinancing, discharging and/or acquiring existing indebtedness of
the Ergomed Group and to pay breakage costs, redemption premia and
any other costs related to such refinancing, discharge or
acquisition; and (iv) maintaining cash over-funding.
Copies of the Senior Facilities Agreement, the Intercreditor
Agreement, the Agency Fee Letter, the CP Status Letter and this
announcement will be made available, subject to certain
restrictions relating to persons resident in Restricted
Jurisdictions, on Bidco's website at
Permira.com/news-and-insights/news/Permira-offer-for-ergomed.
Enquiries:
Rothschild & Co (financial adviser to Bidco and Permira) +44
(0) 20 7280 5000
Julian Hudson
Aashis Mehta
Andrew Davison
Headland Consultancy Limited (PR adviser to Permira) +44 (0) 20
3805 4822
Lucy Legh
Rob Walker
Charlie Twigg
Further information
This announcement is not intended to and does not constitute, or
form part of, an offer, invitation or the solicitation of an offer
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, nor shall there be any sale, issuance or transfer of
securities of Ergomed in any jurisdiction in contravention of
applicable law. The Acquisition will be made solely by means of the
Scheme Document (or, if the Acquisition is implemented by way of a
Takeover Offer, any document by which the Takeover Offer is made),
which will contain the full terms and conditions of the Acquisition
including details of how to vote in respect of the Acquisition. Any
vote in respect of the Scheme or other response in relation to the
Acquisition should be made only on the basis on the information
contained in the Scheme Document.
Please be aware that addresses, electronic addresses and certain
other information provided by Ergomed Shareholders, persons with
information rights and other relevant persons for the receipt of
communications from Ergomed may be provided to Bidco during the
Offer Period as required under Section 4 of Appendix 4 of the Code
to comply with Rule 2.11(c).
N.M. Rothschild & Sons Limited ("Rothschild & Co"),
which is authorised and regulated by the Financial Conduct
Authority in the United Kingdom, is acting exclusively for Bidco
and Permira and for no--one else in connection with the Acquisition
and will not regard any other person as its client in relation to
the Acquisition and will not be responsible to anyone other than
Bidco and Permira for providing the protections afforded to clients
of Rothschild & Co, nor for providing advice in relation to any
matter referred to in this announcement.
Overseas jurisdictions
The release, publication or distribution of this announcement in
or into jurisdictions other than the UK or the United States may be
restricted by law and therefore any persons who are subject to the
law of any jurisdiction other than the UK or the United States
should inform themselves about, and observe, any applicable legal
or regulatory requirements. 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. This announcement has
been prepared for the purposes of complying with English law and
the Code and the 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 of
England.
Copies of this announcement and formal documentation relating to
the Acquisition will not be and must not be, mailed or otherwise
forwarded, distributed or sent in, into or from any Restricted
Jurisdiction or any jurisdiction where to do so would violate the
laws of that jurisdiction and persons receiving such documents
(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 Takeover Offer (unless otherwise permitted by
applicable law or regulation), the Takeover Offer may not be made,
directly or indirectly, in or into or by use of the mails or any
other means or instrumentality (including, without limitation,
facsimile, email or other electronic transmission, telex or
telephone) of interstate or foreign commerce of, or any facility of
a national, state or other securities exchange of any Restricted
Jurisdiction and the Takeover Offer will not be capable of
acceptance by any such use, means, instrumentality or facilities or
from within any Restricted Jurisdiction.
Further details in relation to Overseas Shareholders are
contained in the Scheme Document.
Additional information for US investors
The Acquisition is being made to acquire the securities of an
English company by means of a scheme of arrangement provided for
under English law. A transaction effected by means of a scheme of
arrangement is not subject to the tender offer rules under the US
Exchange Act. Accordingly, the Scheme will be subject to disclosure
requirements and practices applicable in the UK to schemes of
arrangement, which are different from the disclosure requirements
of the US tender offer rules. The financial information included in
this announcement and the Scheme documentation has been or will
have been prepared in accordance with UK-adopted International
Financial Reporting Standards 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 Bidco exercises its right to
implement the acquisition of the Ergomed Shares by way of a
Takeover Offer, such offer will be made in compliance with
applicable US laws and regulations.
The receipt of cash pursuant to the Acquisition by a US holder
as consideration for the transfer of its Scheme Shares pursuant to
the Scheme will likely be a taxable transaction for United States
federal income tax purposes and under applicable United States
state and local, as well as foreign and other, tax laws. Each
Ergomed Shareholder is urged to consult his independent
professional adviser immediately regarding the tax consequences of
the Acquisition applicable to them.
The Bidco loan notes and the Topco Units issued under the
Partial Securities Alternative will not be registered under the US
Securities Act of 1933 (the "Securities Act"). Bidco expects to
issue the Bidco loan notes and Topco expects to issue the Topco
Units in reliance upon the exemption from the registration
requirements of the Securities Act provided by Section 3(a)(10)
thereof. ("Section 3(a)(10)"). Section 3(a)(10) exempts securities
issued in specified exchange transactions from the registration
requirement under the Securities Act where, among other things, the
fairness of the terms and conditions of the issuance and exchange
of such securities have been approved by a court or governmental
authority expressly authorised by law to grant such approval, after
a hearing upon the fairness of the terms and conditions of the
exchange at which all persons to whom the Bidco loan notes or Topco
Units are proposed to be issued have the right to appear; and
receive adequate and timely notice thereof.
The Bidco loan notes and the Topco Units that may be issued
pursuant to the Acquisition have not been and will not be
registered under the US Securities Act or under the relevant
securities laws of any state or territory or other jurisdiction of
the United States and will not be listed on any stock exchange.
Neither the US Securities and Exchange Commission nor any US state
securities commission has approved or disapproved of the Partial
Securities Alternative or determined if the Scheme Document is
accurate or complete. Any representation to the contrary is a
criminal offence.
It may be difficult for US holders to enforce their rights and
claims arising out of the US federal securities laws, since Bidco
and Ergomed 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 holders 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.
In accordance with normal UK practice and pursuant to Rule
14e-5(b) of the US Exchange Act, Bidco or its nominees, or its
brokers (acting as agents), may from time to time make certain
purchases of, or arrangements to purchase, Ergomed Shares outside
the United States, other than pursuant to the Takeover Offer (in
the event that the Acquisition is implemented by way of a Takeover
Offer), before or during the period in which the Takeover Offer
remains open for acceptance. 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 UK, will be reported to a Regulatory
Information Service and will be available on the London Stock
Exchange website, www.londonstockexchange.com.
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 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 of the management of Bidco 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, 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 "plans", "expects" or
"does not expect", "is expected", "is subject to", "budget",
"scheduled", "estimates", "forecasts", "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. Although Bidco believes that the expectations
reflected in such forward-looking statements are reasonable, Bidco
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 the satisfaction of the
Conditions, as well as additional factors, such as: the general
economic climate; competition; interest rate levels; loss of key
personnel; the availability of financing on acceptable terms; and
changes in the legal or regulatory environment. Other unknown or
unpredictable factors could cause actual results to differ
materially from those in the forward-looking statements. Such
forward-looking statements should therefore be construed in the
light of such factors. Neither Bidco nor Permira, nor any of their
respective associates or directors, officers or advisers, provides
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. You are cautioned not to
place undue reliance on these forward-looking statements. Other
than in accordance with their legal or regulatory obligations,
Bidco is not under any obligation, and Bidco expressly disclaims
any intention or obligation, to update or revise any
forward-looking statements, whether as a result of new information,
future events or otherwise.
Dealing disclosure requirements
Under Rule 8.3(a) of the 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 (London time) on the 10th Business Day following the
commencement of the Offer Period and, if appropriate, by no later
than 3.30 pm (London time) 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 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 (London time) 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 on website and hard copies
A copy of this announcement and the documents required to be
published by Rule 26 of the Code will be made available, subject to
certain restrictions relating to persons resident in Restricted
Jurisdictions, on Bidco's website at
permira.com/news-and-insights/news/permira-offer-for-ergomed. For
the avoidance of doubt, the contents of those websites are not
incorporated into and do not form part of this announcement.
Ergomed Shareholders may request a hard copy of this
announcement by contacting Share Registrars Limited during business
hours on +44 (0) 1252 821390 or by submitting a request in writing
to Share Registrars Limited at 3 The Millennium Centre, Crosby Way,
Farnham, Surrey, GU9 7XX. If you have received this announcement in
electronic form, copies of this announcement and any document or
information incorporated by reference into this document will not
be provided unless such a request is made.
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END
STREASFAEFNDFFA
(END) Dow Jones Newswires
November 02, 2023 11:21 ET (15:21 GMT)
Ergomed (LSE:ERGO)
Gráfica de Acción Histórica
De Dic 2024 a Ene 2025
Ergomed (LSE:ERGO)
Gráfica de Acción Histórica
De Ene 2024 a Ene 2025
