TIDMINS
RNS Number : 6254R
Archimed SAS
30 October 2023
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
FOR IMMEDIATE RELEASE
30 October 2023
OFFER UPDATE
for Instem plc ("Instem")
by
Ichor Management Limited ("Bidco")
(a newly incorporated company controlled by funds managed by
ARCHIMED SAS)
to be effected by means of a scheme of arrangement under Part 26
of the Companies Act 2006
On 30 August 2023, the boards of Instem and Bidco announced that
they had reached agreement on the terms of a recommended cash
acquisition of the entire issued and to be issued ordinary share
capital of Instem by Bidco (the "Acquisition").
On 25 September 2023 the scheme document in respect of the
Acquisition (the "Scheme Document") was published and made
available to Instem Shareholders. Capitalised terms used and not
defined in this Announcement have the meanings given to them in the
Scheme Document.
Under the terms of the Acquisition, which is subject to the
Conditions and other terms set out in Part 3 of the Scheme
Document, Instem Shareholders will receive 833 pence in cash for
each Instem Share (the "Acquisition Price").
On 13 October 2023, Bidco announced that the financial terms of
the Acquisition, including the Acquisition Price, were final and
would not be increased (the "No Increase Statement"), except that
Bidco reserves the right to revise the financial terms of the
Acquisition if (i) there is an announcement on or after the date of
the No Increase Statement of a firm offer or a possible offer for
Instem by a third party offeror or potential offeror on more
favourable terms than the Acquisition Price; or (ii) the Takeover
Panel otherwise provides its consent.
In accordance with Rule 35.1 of the Code, if the Acquisition
lapses, except with the consent of the Takeover Panel, Bidco will
not be able to make an offer for Instem for at least twelve
months.
On 18 October 2023, Instem announced that it intended to adjourn
the Court Meeting and the General Meeting relating to the
Acquisition scheduled to be held on 19 October 2023 to 10.00 a.m.
on 2 November 2023 in the case of the Court Meeting, and 10.15 a.m.
(or as soon thereafter as the Court Meeting concludes or is
adjourned) on 2 November 2023 in the case of the General Meeting.
An updated expected timetable of principal events for the
implementation of the Scheme was published by Instem on 20 October
2023.
Independent Third Party Recommendation
Bidco notes that Glass, Lewis & Co., an independent third
party, published a report on October 4, 2023 about the Court
Meeting and the General Meeting initially planned on October 19,
2023 to recommend to Instem's shareholders their opinion on the
Acquisition. This report concluded that: "there is sufficient
evidence to support the board's view that the proposed transaction
is in the best interests of public shareholders."
Offer Update
Bidco notes that the Acquisition Price was agreed after a
lengthy period of negotiation between ARCHIMED and Instem. In
addition to prior public knowledge of Instem driven by ARCHIMED's
interest in Instem dating back to 2019, Bidco was able to carry out
an extensive due diligence exercise on Instem ahead of the
announcement of the Acquisition which was reflected in the
Acquisition Price.
Since the completion of due diligence and the announcement of
the Acquisition, Instem has announced that Adjusted EBITDA for the
current year is now less than previously forecasted and expected to
be no greater than GBP11.1m, as noted in Instem's Half Year Report
published on 15 September 2023. Furthermore, similar challenges are
being faced by companies across the sector, such as market leader
Certara, who recently reported a 28% decline in services bookings,
resulting from more cautious spending among customers.
Against the backdrop of Instem's performance, combined with
ARCHIMED's deep sectoral knowledge and unique ability to support
Instem under private ownership, Bidco believes the Acquisition
Price offers Instem shareholders a compelling opportunity to
crystalise value in the near term, which is at a meaningful premium
to where shares would trade in the absence of the Acquisition.
Instem will benefit from ARCHIMED's scale of operations, as
funds managed or advised by ARCHIMED have deployed over $2 billion
of capital in North America and recently launched offices in Asia.
In addition to its extensive industry connections, ARCHIMED also
fosters collaboration across its portfolio that will help
accelerate Instem's growth with biopharma and CROs due to the
support of portfolio companies including ActiGraph, NAMSA, Aliri,
Title21, Cube, Clean Biologics and PlasmidFactory.
Instem Shareholder Meetings
Shareholders are reminded that the Court Meeting and the General
Meeting in connection with the Offer (together the "Meetings") will
both be held on 2 November 2023. The Court Meeting will start at
10.00 a.m. and the General Meeting will start at 10.15 a.m. (or as
soon thereafter as the Court Meeting has concluded or been
adjourned).
The Meetings will be held at the offices of Squire Patton Boggs
(UK) LLP, No 1 Spinningfields, 1 Hardman Square, Manchester, M3
3EB. Further information is set out in the Scheme Document.
General
The expected timetable of principal events for the
implementation of the Scheme is as set out in Appendix II to the
announcement made by Instem on 20 October 2023. If any of the dates
and / or times in the expected timetable change, the revised dates
and / or times will be notified by announcement through a
Regulatory Information Service.
Enquiries
ARCHIMED SAS
Vincent Guillaumot Tel: +33 4 81 11 35 33
Brian Sheridan
Sandrine Laporte
Moelis & Company UK LLP (Financial Adviser to ARCHIMED and
Bidco)
Philippe Gallone Tel: +44 (0) 20 7634 3500
Chris Raff
François Saint-Lo
Simon Chaudhuri
Latham & Watkins (London) LLP are retained as legal adviser
to ARCHIMED and Bidco.
Disclaimers
Moelis & Company UK LLP ("Moelis"), which is regulated by
the FCA in the United Kingdom, is acting exclusively for ARCHIMED
and Bidco and no one else in connection with the Acquisition and
other matters set out in this Announcement and will not be
responsible to anyone other than ARCHIMED and Bidco for providing
the protections afforded to clients of Moelis, or for providing
advice in connection with the Acquisition or any matter referred to
herein. Neither Moelis nor any of its 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 Moelis in connection with this
Announcement, any statement contained herein or otherwise.
Further information
This Announcement is for information purposes only and is not
intended to and does not constitute, or form any part of, an offer
to sell or subscribe for or any invitation to purchase or subscribe
for any securities or the solicitation of any vote or approval in
any jurisdiction pursuant to the Acquisition or otherwise. The
Acquisition will be made solely through and on the terms set out in
the Scheme Document (or, in the event that the Acquisition is to be
implemented by means of a Takeover Offer, the Offer Document) and
the accompanying Forms of Proxy, which will contain the full terms
and conditions of the Acquisition, including details of how to vote
in respect of the Acquisition. Any vote, approval, decision 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 a Takeover Offer, the Offer Document).
Scheme Shareholders are strongly advised to read the formal
documentation in relation to the Acquisition once it has been
dispatched.
This Announcement does not constitute a prospectus or prospectus
exempted document.
The statements contained in this Announcement are made as at the
date of this Announcement, unless some other time is specified in
relation to them, and service of this Announcement shall not give
rise to any implication that there has been no change in the facts
set forth in this Announcement since such date.
Overseas shareholders
This Announcement has been prepared for the purpose of complying
with English law, the AIM Rules 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 the United Kingdom.
The laws of the relevant jurisdictions may affect the
availability of the Acquisition to persons who are not resident in
the United Kingdom . Persons who are not resident in the United
Kingdom, or who are subject to laws of any jurisdiction other than
the United Kingdom, should inform themselves about, and observe any
applicable requirements. Any person (including, without limitation,
nominees, trustees and custodians) who would, or otherwise intends
to, forward this Announcement, the Scheme Document 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. In particular, the
ability of persons who are not resident in the United Kingdom to
vote their Instem Shares at the Court Meeting or the General
Meeting, or to execute and deliver Forms of Proxy appointing
another to vote their Instem Shares in respect of the Court Meeting
or the General Meeting on their behalf, may be affected by the laws
of the relevant jurisdiction in which they are located.
Any failure to comply with the applicable legal or regulatory
requirements may constitute a violation of the laws and/or
regulations of any such jurisdiction . To the fullest extent
permitted by applicable law, the companies and persons involved in
the Acquisition disclaim any responsibility and liability for the
violation of such restrictions by any person.
The Acquisition will not be made, directly or indirectly, in or
into or by use of the mails or any other means or instrumentality
(including, without limitation, telephonic or electronic) of
interstate or foreign commerce of, or any facility of a national,
state or other securities exchange of, a Restricted Jurisdiction,
and the Acquisition will not be capable of acceptance by any such
use, means, instrumentality or facility or from within a Restricted
Jurisdiction . Accordingly, copies of this Announcement and formal
documentation relating to the Acquisition are not being, and must
not be, directly or indirectly, mailed or otherwise forwarded or
distributed in, into or from a Restricted Jurisdiction and persons
receiving this Announcement (including custodians, nominees and
trustees) must not distribute or send it into or from a Restricted
Jurisdiction. In the event that the Acquisition is implemented by
way of a Takeover Offer and extended into the US, Bidco will do so
in satisfaction of the procedural and filing requirements of US
securities laws at that time, to the extent applicable thereto. The
Acquisition relates to the shares of a company incorporated in
England and it is proposed to be made by means of a scheme of
arrangement provided for under English law. The Scheme will relate
to the shares of a UK company that is a "foreign private issuer" as
defined under Rule 3b-4 under the US Exchange Act. A transaction
effected by means of a scheme of arrangement is not subject to any
shareholder vote, proxy solicitation and tender offer rules under
the US Exchange Act. Accordingly, the Scheme is subject to the
disclosure requirements and practices applicable in the UK to
schemes of arrangement, which differ from the disclosure
requirements and practices of US shareholder vote, proxy
solicitation or tender offer rules. Financial information included
in the relevant documentation will have been prepared in accordance
with accounting standards applicable in the UK and may not be
comparable to the financial information of, or the accounting
standards applicable to, US companies. However, if Bidco were to
elect to implement the Acquisition by means of a Takeover Offer,
such Takeover Offer shall be made in compliance with all applicable
laws and regulations, including section 14(e) of the US Exchange
Act and Regulation 14E thereunder, if applicable. Such Takeover
Offer would be made in the US by Bidco and no one else. In addition
to any such Takeover Offer, Bidco, certain affiliated companies and
the nominees or brokers (acting as agents) may make certain
purchases of, or arrangements to purchase, shares in Instem outside
such Takeover Offer during the period in which such Takeover Offer
would remain open for acceptance. If such purchases or arrangements
to purchase are made they would be made outside the United States
in compliance with applicable law, including the US Exchange Act.
It may be difficult for a US-based investor to enforce his or her
rights and any claim he or she may have arising under US securities
laws, since the Scheme relates to the shares of a company located
in the UK, and some or all of its officers and directors may be
residents of non-US jurisdictions. A US-based investor may not be
able to sue a company located in the UK, or its officers or
directors, in a foreign court for alleged violations of US
securities laws, and it may be difficult to compel a foreign
company and its affiliates to subject themselves to a US court's
judgment.
Forward-looking statements
This Announcement, oral statements made regarding the
Acquisition, and other information published by Instem, Bidco and
ARCHIMED may contain certain "forward-looking statements" with
respect to Instem, Bidco and ARCHIMED. These forward-looking
statements can be identified by the fact that they do not relate
only to historical or current facts. Forward-looking statements
often use words such as "anticipate", "target", "expect",
"estimate", "intend", "plan", "goal", "believe", "will", "may",
"should", "would", "could" or other words or terms of similar
meaning or the negative thereof. Forward-looking statements
include, for example, 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 of ARCHIMED and/or Bidco and the expansion
and growth of Instem and potential synergies resulting from the
Acquisition; and (iii) the effects of government regulation on the
business of Instem.
These forward-looking statements involve known and unknown
risks, uncertainties and other factors which may cause actual
results, performance or developments to differ materially from
those expressed in or implied by such forward-looking statements.
These forward-looking statements are based on numerous assumptions
regarding present and future strategies and environments. None of
ARCHIMED, Bidco or Instem, nor any of their respective associates,
directors, officers, employees 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 such forward-looking statements, which
speak only as of the date hereof. All subsequent oral or written
forward-looking statements attributable to ARCHIMED, Bidco or
Instem or any person acting on their behalf are expressly qualified
in their entirety by the cautionary statement above. Should one or
more of these risks or uncertainties materialise, or should
underlying assumptions prove incorrect, actual results may vary
materially from those described in this Announcement. None of
ARCHIMED, Bidco or Instem assume any obligation to update publicly
or revise forward-looking or other statements contained in this
Announcement, whether as a result of new information, future events
or otherwise, except to the extent legally required.
No profit forecasts or estimates
No statement in this Announcement is intended as a profit
forecast or estimate for ARCHIMED, Bidco or Instem in respect of
any period and no statement in this Announcement should be
interpreted to mean that earnings or earnings per Instem Share for
the current or future financial years would necessarily match or
exceed the historical published earnings or earnings per Instem
Share.
Right to switch to a Takeover Offer
Subject to the terms of the Co-operation Agreement, Bidco
reserves the right to elect, with the consent of the Takeover
Panel, to implement the Acquisition by way of a Takeover Offer for
the entire issued and to be issued ordinary share capital of Instem
as an alternative to the Scheme. In such an event, the Takeover
Offer will be made in accordance with the terms and conditions set
out in this Announcement which would apply to the Scheme (with any
modifications or amendments to such terms and conditions as may be
required by the Takeover Panel or which are necessary as a result
of Bidco's election to implement the Acquisition by way of a
Takeover Offer), in accordance with the Co-operation Agreement and
subject to the amendment referred to in Appendix I to this
Announcement.
Publication on website
In accordance with Rule 26.1 of the Code, a copy of this
Announcement will be made available (subject to certain
restrictions relating to persons resident in Restricted
Jurisdictions), free of charge, on Instem's website at
https://investors.instem.com and on Bidco's website at
www.Ichor-offer.com by no later than 12:00 noon on the Business Day
following the date of this Announcement. Neither the contents of
this website nor the content of any other website accessible from
hyperlinks on such websites is incorporated into, or forms part of,
this Announcement.
Requesting hard copies
In accordance with Rule 30.3 of the Code, a person so entitled
may request a hard copy of this Announcement, free of charge, by
contacting Instem's registrar, Computershare Investor Services PLC
during business hours (8.30 a.m. to 5.30 p.m.) on +44 (0)370 703
6041 or by submitting a request in writing to Computershare
Investor Services PLC at The Pavilions, Bridgwater Road, Bristol,
BS13 8AE. 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. In accordance
with Rule 30.3 of the Code, a person so entitled 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 - information for Instem
Shareholders
Please be aware that addresses, electronic addresses and certain
information provided by Instem Shareholders, persons with
information rights and other relevant persons for the receipt of
communications from Instem 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) of the Code.
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.
Disclosure requirements of the Code
Under Rule 8.3(a) of the Code, any person who is interested in 1
per cent. or more of any class of relevant securities of Instem 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) Instem 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 10th Business Day following the announcement in which
any securities exchange offeror is first identified. Relevant
persons who deal in the relevant securities of Instem 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 per cent. or more of any class of relevant
securities of Instem or of any securities exchange offeror must
make a Dealing Disclosure if the person deals in any relevant
securities of Instem 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) Instem 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 Instem 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 Instem and by
any offeror, and Dealing Disclosures must also be made by Instem,
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 Takeover 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.
General
If you are in any doubt about the contents of this Announcement
or the action you should take, you are recommended to seek your own
independent financial advice immediately from your stockbroker,
bank manager, solicitor or independent financial adviser duly
authorised under FSMA if you are resident in the United Kingdom or,
if not, from another appropriate authorised independent financial
adviser.
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END
OUPFFFIFILLAFIV
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