TIDMWLF
RNS Number : 5283P
Wolfson Microelectronics PLC
19 August 2014
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN
PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD
CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH
JURISDICTION
19 August 2014
RECOMMENDED CASH ACQUISITION
of
WOLFSON MICROELECTRONICS PLC
by
CIRRUS LOGIC, INC.
to be effected
by means of a Scheme of Arrangement
under Part 26 of the Companies Act 2006
Sanction of Scheme
Wolfson Microelectronics plc ("Wolfson" or the "Company") is
pleased to announce that, at the Sanction Hearing today, 19 August
2014, in connection with the proposed acquisition of Wolfson by
Cirrus Logic, Inc., the Court made an order sanctioning the
Scheme.
The Reduction Hearing to authorise the Re-registration and
confirm the Capital Reduction is scheduled to take place on 21
August 2014. Accordingly, it is anticipated that the Scheme and
associated Re-registration and Capital Reduction will become
effective on 21 August 2014 once a certified copy of the Sanction
Order, Reduction Order and Statement of Capital has been registered
with the Registrar of Companies.
Suspension of trading and cancellation of admission to trading
of Wolfson Shares
Dealings in Wolfson Shares on the main market of the London
Stock Exchange will be suspended from 7.30 a.m. on 21 August 2014
and a request will be made by the Company to cancel the admission
to trading of the Wolfson Shares on the London Stock Exchange. Such
cancellation is expected to occur by no later than 8.00 a.m. on 26
August 2014.
Terms and expressions in this announcement shall, unless the
context otherwise requires, have the same meanings as given to them
in the Scheme Circular.
Enquiries:
Wolfson Microelectronics plc Tel: +44 (0) 131 272
7000
Mike Hickey, CEO
Mark Cubitt, CFO
J.P. Morgan Cazenove (sole financial adviser Tel: +44 (0) 20 7742
and joint corporate broker to Wolfson) 4000
Rupert Sadler
Madhu Namburi
Dwayne Lysaght
Citigroup Global Markets Limited (joint Tel: +44 (0) 20 7986
corporate broker to Wolfson) 0519
Charlie Lytle
Luther Pendragon (PR adviser to Wolfson) Tel: +44 (0) 20 7618
9100
Harry Chathli
Claire Norbury
Cirrus Logic, Inc. Tel: +1 512 851 4125
Thurman Case, Chief Financial Officer
Goldman Sachs International (financial Tel: +44 (0) 20 7774
adviser to Cirrus Logic) 1000
Tammy Kiely
Colin Ryan
Nick Harper
AxiCom (PR adviser to Cirrus Logic) Tel: +44 (0) 20 8392
4052
Helen Ridgway
J.P. Morgan Limited is authorised and regulated in the United
Kingdom by the Financial Conduct Authority ("FCA"). J.P. Morgan
Securities plc is authorised in the United Kingdom by the
Prudential Regulation Authority ("PRA") and regulated by the FCA
and the PRA. J.P. Morgan Limited and J.P. Morgan Securities plc
conduct their respective UK investment banking business as J.P.
Morgan Cazenove. J.P. Morgan Limited is acting as financial adviser
and J.P. Morgan Securities plc is acting as corporate broker
exclusively for Wolfson and no one else in connection with the
matters set out in this announcement and will not regard any other
person as their client in relation to the matters in this
announcement and will not be responsible to anyone other than
Wolfson for providing the protections afforded to clients of J.P.
Morgan Limited or J.P. Morgan Securities plc, nor for providing
advice in relation to any matter referred to herein.
Citigroup Global Markets Limited, which is authorised and
regulated in the United Kingdom by the FCA, is acting exclusively
for Wolfson and for no-one else in connection with the matters set
out in this announcement and will not be responsible to anyone
other than Wolfson for providing the protections afforded to its
clients or for providing advice in connection with the matters set
out in this announcement.
Goldman Sachs International, which is authorised by the
Prudential Regulation Authority and regulated by the Financial
Conduct Authority and the Prudential Regulation Authority in the
United Kingdom, is acting for Cirrus Logic and no one else in
connection with the Acquisition and will not be responsible to
anyone other than Cirrus Logic for providing the protections
afforded to clients of Goldman Sachs International, or for giving
advice in connection with the Acquisition or any matter referred to
herein.
This announcement is for information purposes only and is not
intended to and does not constitute or form part of an offer to
sell or otherwise dispose of or invitation to purchase or otherwise
acquire any securities or the solicitation of any vote or approval
in any jurisdiction, nor shall there be any sale, issue or transfer
of the securities referred to in this announcement in any
jurisdiction in contravention of applicable law. The Acquisition is
being made solely by means of the Scheme Document and the
accompanying Forms of Proxy, which together contain the full terms
and conditions of the Acquisition. Any response in relation to the
Acquisition should be made only on the basis of the information
contained in the Scheme Document.
This announcement has been prepared for the purpose of complying
with the laws of the United Kingdom 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.
Overseas Shareholders
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 other
jurisdictions should inform themselves of, and observe, any
applicable requirements. Further details in relation to Overseas
Shareholders will be contained in the Scheme Document.
The Acquisition relates to the shares of a Scottish company and
is proposed to be effected by means of a scheme of arrangement
under the laws of Scotland. Neither the proxy solicitation rules
nor (unless implemented by means of a Takeover Offer) the tender
offer rules under the US Exchange Act will apply to the
Acquisition. Moreover, the Acquisition is subject to the disclosure
requirements and practices applicable in the United Kingdom and
under the Code to schemes of arrangement, which differ from the
disclosure requirements of the US proxy solicitation rules and
tender offer rules. However, if Cirrus Logic were to exercise its
right to implement the Acquisition of the Wolfson Shares by way of
a Takeover Offer, such offer would be made in compliance with US
tender offer and securities laws and regulations to the extent
applicable. Financial information relating to Wolfson included in
this announcement and the Scheme Document has been or will have
been prepared in accordance with accounting standards applicable in
the United Kingdom that may not be comparable with financial
information of US companies or companies whose financial statements
are prepared in accordance with generally accepted accounting
principles in the United States.
Unless otherwise determined by Cirrus Logic 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 and no person may vote in favour of
the Scheme 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.
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 this
announcement and all documents relating to the Acquisition
(including custodians, nominees and trustees) 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 availability of the Acquisition to Wolfson Shareholders who
are not resident in the United Kingdom may be affected by the laws
of the relevant jurisdictions in which they are resident. Persons
who are not resident in the United Kingdom should inform themselves
of, and observe, any applicable requirements.
Dealing Disclosure Requirements
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 an offeree
company or of any paper 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 paper
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 paper 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 paper offeror
is first identified. Relevant persons who deal in the relevant
securities of the offeree company or of a paper 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 the offeree company or of any paper offeror must make
a Dealing Disclosure if the person deals in any relevant securities
of the offeree company or of any paper 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 paper 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 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 paper
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 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.
Publication on Website
A copy of this announcement will be available free of charge
(subject to any applicable restrictions with respect to persons
resident in Restricted Jurisdictions) on Wolfson's website
(www.wolfsonmicro.com) by no later than 12 noon (London time) on 20
August 2014. The contents of Wolfson's website are not incorporated
into and do not form part of this announcement.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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