TIDMMERL
RNS Number : 8466R
Merlin Entertainments plc
31 October 2019
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 OF
SUCH JURISDICTION
31 October 2019
RECOMMED CASH ACQUISITION
of
MERLIN ENTERTAINMENTS plc
by
MOTION ACQUISITION LIMITED
(a company owned by joint offerors (i) KIRKBI INvest A/S and
(ii) funds ADVISED BY blackstone core equity advisors l.l.c. and
canada pension plan investment board as a co-investor)
to be effected by means of a Scheme of Arrangement under
Part 26 of the Companies Act 2006
COURT SANCTION OF SCHEME OF ARRANGEMENT
On 28 June 2019, the Independent Directors of Merlin
Entertainments plc ("Merlin") and the board of Motion Acquisition
Limited ("Bidco"), a company owned by joint offerors (i) KIRKBI
Invest A/S ("KIRKBI") and (ii) funds advised by Blackstone Core
Equity Advisors L.L.C. and Canada Pension Plan Investment Board as
a co-investor, announced that they had agreed the terms of a
recommended cash offer pursuant to which Bidco will acquire the
entire issued and to be issued share capital of Merlin, other than
those shares already owned or controlled by KIRKBI (the
"Acquisition") to be effected by means of a Court-sanctioned scheme
of arrangement under Part 26 of the Companies Act (the "Scheme").
The circular in relation to the Scheme (the "Scheme Document") was
posted to Merlin Shareholders on 1 August 2019.
Merlin is pleased to announce that the High Court of Justice in
England and Wales has today sanctioned the Scheme pursuant to which
the Acquisition is being implemented.
It is anticipated that the Effective Date will be 4 November
2019, which is when a copy of the Court Order is expected to be
delivered to the Registrar of Companies. There has been no material
change to the expected timetable of principal events for the
Acquisition set out in the announcement made by Merlin in relation
to the Acquisition on 18 October 2019.
Applications have been made for the suspension of trading in
Merlin Shares on the London Stock Exchange's main market for listed
securities and the listing of Merlin Shares on the premium listing
segment of the Official List of the Financial Conduct Authority and
such suspensions are expected to take effect from 7:30 a.m. on 4
November. The last day of dealings in, and for the registration and
transfer of, the Merlin Shares will be 1 November 2019. The
de-listing of Merlin Shares from the premium listing segment of the
Official List of the Financial Conduct Authority and the
cancellation of the admission to trading of Shares on the London
Stock Exchange's main market for listed securities have also been
applied for and will, subject to the Scheme becoming effective,
take effect at 8:00 a.m. (London time) on 5 November 2019.
Full details of the Acquisition are set out in the Scheme
Document published on 1 August 2019.
Capitalised terms used but not defined in this announcement have
the meanings given to them in the Scheme Document.
Enquiries:
Merlin Tel: +44 (0)1202 493 011
Simon Whittington (Investors) Tel: +44 (0)1202 493 014
James Crampton (Media)
Goldman Sachs International (lead financial Tel: +44 (0)20 7774 1000
adviser to Merlin)
Anthony Gutman
Nick Harper
James Brodie
Barclays (financial adviser and corporate Tel: +44 (0)20 7623 2323
broker to Merlin)
Alisdair Gayne
Daniel Ross
Tom Macdonald
Citi (financial adviser and corporate broker Tel: +44 (0)20 7986 4000
to Merlin)
Andrew Seaton
Jan Skarbek
Peter Catterall
Brunswick (PR adviser to Merlin) Tel: +44 (0)20 7404 5959
Simon Sporborg
Fiona Micallef-Eynaud
Imran Jina
FTI Consulting (PR adviser to KIRKBI and Tel: +44 (0)20 3727 1166
Blackstone) Tel: +44 (0)20 3727 1067
Louisa Feltes Tel: +44 (0)20 3727 1039
Ed Bridges Tel: +44 (0)20 3727 1314
Mitch Barltrop
Katherine Bell
Blackstone Tel: +44 (0)20 7451 4053
Ramesh Chhabra
Lazard (sole financial adviser to Bidco) Tel: +44 (0)20 7187 2581
William Rucker Tel: +44 (0)20 7187 2251
Charlie Foreman Tel: +44 (0)20 7187 2458
William Lawes Tel: +44 (0)20 7187 2309
Mia Tukulj
Important notices
Goldman Sachs International, which is authorised by the PRA and
regulated by the FCA and the PRA in the United Kingdom, is acting
exclusively for Merlin as financial adviser 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
Merlin for providing the protections afforded to clients of Goldman
Sachs International, or for providing advice in connection with the
Acquisition, the content of this Announcement or any matter
referred to herein. Neither Goldman Sachs International or any of
its subsidiaries, affiliates or branches owes or accepts any duty,
liability or responsibility whatsoever (whether direct, indirect,
consequential, whether in contract, in tort, under statute or
otherwise) to any person who is not a client of Goldman Sachs
International in connection with this Announcement, any statement
contained herein or otherwise.
Barclays Bank PLC, acting through its Investment Bank
("Barclays"), which is authorised in the United Kingdom by the PRA
and regulated in the United Kingdom by the FCA and the PRA, is
acting exclusively for Merlin as financial adviser and no one else
in connection with the Acquisition and will not be responsible to
anyone other than Merlin in providing the protections afforded to
clients of Barclays or for providing advice in relation to the
Acquisition, the content of this Announcement or any other matter
referred to herein. Neither Barclays nor any of its subsidiaries,
affiliates or branches owes or accepts any duty, liability or
responsibility whatsoever (whether direct, indirect, consequential,
whether in contract, in tort, under statute or otherwise) to any
person who is not a client of Barclays in connection with this
Document, any statement contained herein or otherwise
Citigroup Global Markets Limited ("Citi"), which is authorised
in the United Kingdom by the PRA and regulated in the United
Kingdom by the FCA and the PRA, is acting exclusively for Merlin as
financial adviser 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 Merlin for providing the
protections afforded to clients of Citi, or for providing advice in
connection with the Acquisition, the content of this Announcement
or any matter referred to herein. Neither Citi nor any of its
subsidiaries, affiliates or branches owes or accepts any duty,
liability or responsibility whatsoever (whether direct, indirect,
consequential, whether in contract, in tort, under statute or
otherwise) to any person who is not a client of Citi in connection
with this Announcement, any statement contained herein or
otherwise.
Lazard & Co., Limited ("Lazard"), which is authorised by and
regulated by the FCA in the United Kingdom, is acting exclusively
as financial adviser to 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 Bidco for providing
the protections afforded to clients of Lazard or for providing
advice in relation to the Acquisition, the content of this
Announcement or any other matter referred to herein. Neither Lazard
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 Lazard in connection with this Announcement, any
statement contained herein or otherwise.
Merrill Lynch International ("BofA Merrill Lynch"), which is
authorised in the United Kingdom by the PRA and regulated in the
United Kingdom by the FCA and the PRA, is acting exclusively for
Blackstone and for no one else and will not be responsible to
anyone other than Blackstone for providing the protections afforded
to its clients or for providing advice in relation to the matters
referred to in this Announcement. Neither BofA Merrill Lynch, 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 BofA Merrill Lynch in connection with this
Announcement, any statement contained herein or otherwise.
In accordance with the Code, normal United Kingdom market
practice and Rule 14e- 5(b) of the US Exchange Act, each of Goldman
Sachs International, Barclays and Citi and their respective
affiliates will continue to act as exempt principal trader in
Merlin securities on the London Stock Exchange. These purchases and
activities by exempt principal traders which are required to be
made public in the United Kingdom pursuant to the Code will be
reported to a Regulatory Information Service and will be available
on the London Stock Exchange website at
www.londonstockexchange.com. This information will also be publicly
disclosed in the United States to the extent that such information
is made public in the United Kingdom.
Further information
This Announcement is for information purposes only and is not
intended to and does not constitute or form part of, any 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 Merlin in
any jurisdiction in contravention of applicable law. The
Acquisition will be implemented solely by means of the Scheme
Document, which contains the full terms and conditions of the
Acquisition. Each Shareholder is urged to consult his independent
professional adviser immediately regarding the tax consequences of
the Acquisition applicable to him.
This Announcement does not constitute a prospectus or prospectus
equivalent document.
Overseas jurisdictions
This Announcement has been prepared for the purpose of complying
with English law, the Code and the Listing 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 the United Kingdom.
The availability of the Acquisition to holders of Merlin Shares
who are not resident in the United Kingdom may be affected by the
laws of the relevant jurisdictions in which they are resident. It
is the responsibility of any person outside the United Kingdom into
whose possession this Announcement comes to satisfy themselves as
to the full observance of the laws of the relevant jurisdiction in
connection with the Acquisition, including the obtaining of any
governmental, exchange control or other consents which may be
required and/or compliance with other necessary formalities which
are required to be observed and the payment of any issue, transfer
or other taxes or levies due in such jurisdiction.
The release, publication or distribution of this Announcement in
certain jurisdictions may be restricted by law. Persons who are not
resident in the United Kingdom or who are subject to the laws of
other jurisdictions should inform themselves of, and observe, any
applicable 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.
Unless otherwise determined by Bidco or required by the 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. Accordingly, copies of this Announcement and all
documents relating to the Acquisition are not being, and must not
be, directly or indirectly, mailed or otherwise forwarded,
distributed or sent in, into or from a Restricted Jurisdiction
where to do so would violate the laws in that jurisdiction, and
persons receiving copies of this Announcement and all documents
relating to the Acquisition (including custodians, nominees and
trustees) must observe these restrictions and must not mail or
otherwise distribute or send them in, into or from such
jurisdictions where to do so would violate the laws in that
jurisdiction.
The Acquisition relates to shares in an English company and is
proposed to be made by means of a scheme of arrangement under
English company law. US holders of Merlin Shares should note that
the Scheme relates to the shares of an English company that is a
"foreign private issuer" as defined under Rule 3b-4 of the US
Exchange Act and will be governed by English law. Neither the US
proxy solicitation rules nor the tender offer rules under the US
Exchange Act will apply to the Acquisition and the Scheme.
Moreover, the Acquisition and the Scheme are subject to the
disclosure requirements and practices applicable in England to
schemes of arrangement, which differ from the disclosure
requirements of the US proxy solicitation rules and tender offer
rules. Financial information included in the Scheme Document has
been prepared in accordance with accounting standards applicable in
the UK that may not be comparable to financial statements of US
companies whose financial statements are prepared in accordance
with generally accepted accounting principles in the United
States.
Neither the SEC nor any securities commission of any state of
the US nor any other US regulatory authority has approved the
Acquisition, passed upon the fairness of the Acquisition or passed
upon the adequacy or accuracy of this Document. Any representation
to the contrary is a criminal offence in the US.
The receipt of cash pursuant to the Acquisition by a US holder
of Merlin Shares as consideration for the transfer of its Merlin
Shares pursuant to the Scheme will be a taxable transaction for US
federal income tax purposes and may also be a taxable transaction
under applicable state and local tax laws, as well as foreign and
other tax laws. Each US holder of Merlin Shares is strongly advised
to consult an appropriately qualified independent professional tax
adviser immediately with respect to the tax consequences of the
Scheme.
In accordance with normal UK practice, Bidco or its nominees, or
its brokers (acting as agents), may from time to time make certain
purchases of, or arrangements to purchase, Shares outside the US,
other than pursuant to the Acquisition, until the date on which the
Acquisition and/or Scheme becomes effective, lapses or is otherwise
withdrawn, in compliance with applicable law, including the US
Exchange Act. 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
at www.londonstockexchange.com.
This Announcement does not constitute an offer to sell or issue
or the solicitation of an offer to buy or subscribe for shares in
any jurisdiction in which such offer or solicitation is
unlawful.
Overseas shareholders should consult their own legal and tax
advisers with respect to the legal and tax consequences of the
Scheme.
Publication on website
A copy of this Announcement will be made available on the Merlin
website at www.merlinentertainments.biz/recommended-offer and the
Bidco website at www.motion-offer.com by no later than 12:00 p.m.
on the Business Day following this Announcement. For the avoidance
of doubt, neither the content of any website referred to in this
Announcement nor the content of any website accessible from
hyperlinks is incorporated into, or forms part of, this
Announcement.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
OUPXFLFXKBFLFBF
(END) Dow Jones Newswires
October 31, 2019 09:25 ET (13:25 GMT)
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