TIDMTRAK TIDMINCA TIDMIN.A TIDMTRAK
RNS Number : 3665A
Dealertrack Technologies
19 December 2014
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, IN, INTO OR FROM THE UNITED STATES AND ANY JURISDICTION WHERE
TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH
JURISDICTION
19 December 2014
For immediate release
RECOMMENDED CASH OFFER
FOR
INCADEA PLC ("incadea")
BY
DEALERTRACK TECHNOLOGIES, INC. ("Dealertrack")
POSTING OF OFFER DOCUMENT
On 18 December 2014, the Boards of Dealertrack and incadea
announced that they had reached agreement on the terms of a
recommended cash offer to be made by Dealertrack for the entire
issued and to be issued share capital of incadea (the "Offer").
Dealertrack announces that the offer document containing full
terms of, and conditions to, the Offer (the "Offer Document"), is
being posted today to incadea Shareholders, together with the
related form of acceptance (the "Form of Acceptance").
The Offer will initially remain open for acceptance until 1.00
p.m. (London time) on 9 January 2015.
To accept the Offer in respect of incadea Shares in certificated
form (that is, not in CREST), incadea Shareholders must complete
the Form of Acceptance in accordance with the instructions printed
on it and in accordance with paragraph 12.1 of the Letter from the
Chairman and Chief Executive Officer of Dealertrack set out in Part
II of the Offer Document and return it (along with any appropriate
share certificate(s) and/or other document(s) of title) using the
accompanying reply-paid envelope (for use within the UK only) as
soon as possible and, in any event, so as to be received by no
later than 1.00 p.m. (London time) on 9 January 2015 to Capita
Asset Services.
To accept the Offer in respect of incadea Shares in
uncertificated form (that is, in CREST), incadea Shareholders
should follow the procedures for electronic acceptance through
CREST in accordance with the instructions set out in paragraph 12.2
of the Letter from the Chairman and Chief Executive Officer of
Dealertrack set out in Part II of the Offer Document so that a TTE
Instruction settles as soon as possible and, in any event, no later
than 1.00 p.m. (London time) on 9 January 2015.
Capitalised terms used in this announcement have the meanings
ascribed to them in the Offer Document.
In accordance with Rule 30.4 of the City Code, a copy of this
announcement, the Offer Document and the Form of Acceptance will be
made available, subject to certain restrictions relating to persons
resident in any Restricted Jurisdiction, on the websites of
Dealertrack at www.dealertrack.com and incadea at www.incadea.com
until the end of the Offer. For the avoidance of doubt, the
contents of the websites referred to above are not incorporated
into and do not form part of this announcement.
Enquiries
Dealertrack Technologies, Inc. Tel: +1 516-734-3796
Paul Rybecky (Investor Relations)
Evercore (Financial Adviser to Dealertrack) Tel: +44 (0) 20 7653 6000
Edward Banks
Tiarnán O'Rourke
This announcement is not intended to and does not constitute or
form part of any offer or invitation to sell or purchase any
securities or the solicitation of an offer to purchase, otherwise
acquire, subscribe for, sell or otherwise dispose of any
securities, pursuant to the Offer or otherwise, nor shall there be
any sale, issue or transfer of the securities referred to in this
announcement in or into any jurisdiction in contravention of any
applicable law. The Offer will be made solely by the Offer Document
(together with, in the case of incadea Shares in certificated form,
the Form of Acceptance), which will contain the full terms and
conditions of the Offer, including details of how the Offer may be
accepted. incadea Shareholders should carefully read the Offer
Document (and, if they hold their incadea Shares in certificated
form, the Form of Acceptance) in its entirety before making a
decision with respect to the Offer.
Evercore Partners International LLP ("Evercore"), which is
authorised and regulated in the United Kingdom by the Financial
Conduct Authority, is acting as financial adviser exclusively for
Dealertrack and no one else in connection with the Offer and will
not regard any other person as its client in relation to the
matters referred to in this announcement and will not be
responsible to anyone other than Dealertrack for providing the
protections afforded to clients of Evercore, nor for providing
advice in relation to the matters referred to in this announcement.
Neither Evercore nor any of its subsidiaries, branches or
affiliates owes or accepts any duty, liability or responsibility
whatsoever (whether direct or indirect, whether in contract, in
tort, under statute or otherwise) to any person who is not a client
of Evercore in connection with this announcement, any statement
contained herein or otherwise.
Dealing Disclosure Requirements
Under Rule 8.3(a) of the Code, any person who is interested in
one per cent 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 p.m. (London time) on the 10th business day
following the commencement of the offer period and, if appropriate,
by no later than 3.30 p.m. (London time) on the tenth 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 one per cent 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,
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 p.m. (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. If you are in any doubt as to whether you are required
to make an Opening Position Disclosure or a Dealing Disclosure, you
should contact the Panel's Market Surveillance Unit on +44 (0) 20
7638 0129.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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