TIDMIDH
RNS Number : 6354E
Immunodiagnostic Systems Hldgs PLC
08 July 2021
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
FOR IMMEDIATE RELEASE
8 JULY 2021
RECOMMED CASH OFFER
for
IMMUNODIAGNOSTIC SYSTEMS HOLDINGS PLC ("IDS")
by
PERKINELMER (UK) HOLDINGS LTD ("PerkinElmer UK")
a wholly-owned subsidiary of PerkinElmer, Inc.
("PerkinElmer")
to be effected by means of a scheme of arrangement
under Part 26 of the Companies Act 2006
Court Sanction of the Scheme of Arrangement
On 17 May 2021, the boards of IDS and PerkinElmer UK, a
wholly-owned subsidiary of PerkinElmer, announced that they had
reached agreement on the terms of a recommended cash offer by
PerkinElmer UK for the entire issued and to be issued ordinary
share capital of IDS (Acquisition). The Acquisition is to be
effected by means of a scheme of arrangement under Part 26 of the
Companies Act (Scheme). A circular in relation to the Acquisition
was published by IDS on 3 June 2021 (Scheme Document).
Further to the announcement made on 1 July 2021 in relation to
the results of the Court Meeting and the General Meeting confirming
that the Scheme and its implementation were duly approved, IDS is
pleased to announce that the High Court of Justice has today
sanctioned the Scheme pursuant to which the Acquisition is being
implemented.
It is anticipated that the Effective Date will be 12 July 2021,
which is when delivery of a copy of the Court Order (together with
a copy of the Scheme and all documents required to be annexed
thereto (if any)) to, and the registration of such documents on the
file of IDS by the Companies Registry is expected to occur.
The last day of dealings in, and for the registration and
transfer of, and disablement in CREST of, IDS Shares is expected to
be 9 July 2021. The Scheme Record Time is expected to be 6:00 p.m.
on 9 July 2021. Applications have been made for the suspension of
trading in IDS Shares on the AIM market and such suspensions are
expected to take effect from 7:30 a.m. on 12 July 2021 (London
time). The cancelling of IDS Shares from admission to trading on
AIM have also been applied for and will, subject to the Scheme
becoming Effective, take effect at 7:00 a.m. (London time) on 13
July 2021.
On the Effective Date, share certificates in respect of Scheme
Shares will cease to be valid and entitlements to Scheme Shares
held within the CREST system will be cancelled.
A further announcement will be made when the Scheme has become
Effective.
In accordance with Rule 2.9 of the Code, IDS confirms that,
shortly after this Announcement, 169,350 IDS Shares will be
transferred out of treasury to satisfy the vesting of certain share
awards granted under the IDS Share Plans, and as a result of such
transfer, IDS will have 28,953,447 ordinary shares of 2 pence each
(outside of treasury) in issue and admitted to trading on AIM. The
International Securities Identification Number for IDS Shares is
GB00B01YZ052.
Capitalised terms in this announcement (Announcement), unless
otherwise defined, have the meaning given to them in the Scheme
Document.
Enquiries:
PerkinElmer/PerkinElmer UK
Bryan Kipp Tel: +1 781 663 5583
Fara Goldberg Tel: +1 781 663 5699
Perella Weinberg Partners (Financial adviser to PerkinElmer UK and PerkinElmer)
Chris O'Connor Tel: +1 212 287 3200
Matthew Smith Tel: +44 (0) 20 7268 2800
Adnan Choudhury
IDS
Jaap Stuut Tel: +44 (0) 191 519 6111
Paul Martin
Peel Hunt (Financial adviser, nominated adviser and broker to IDS)
James Steel Tel: +44 (0) 20 7418 8900
Miles Cox
Oliver Jackson
Hogan Lovells International LLP is providing legal advice to
PerkinElmer UK and PerkinElmer. Addleshaw Goddard LLP is providing
legal advice to IDS .
Important notices relating to financial advisers
Perella Weinberg UK Limited ("Perella Weinberg Partners"), which
is authorised and regulated in the United Kingdom by the Financial
Conduct Authority (the "FCA"), is acting exclusively as financial
adviser to PerkinElmer UK and PerkinElmer in connection with the
matters set out in this Announcement and for no one else and will
not be responsible to anyone other than PerkinElmer UK and
PerkinElmer for providing the protections afforded to its clients
or for providing advice in relation to the matters set out in this
Announcement. Neither Perella Weinberg Partners 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 Perella Weinberg Partners in
connection with this Announcement, any statement contained herein
or otherwise.
Peel Hunt LLP ("Peel Hunt"), which is authorised and regulated
in the United Kingdom by the FCA, is acting exclusively as
financial adviser, nominated adviser and broker to IDS and no one
else in connection with the matters set out in this Announcement
and will not be responsible to anyone other than IDS for providing
the protections afforded to its clients or for providing advice in
relation to the matters set out in this Announcement. Neither Peel
Hunt 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 Peel Hunt 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 part of any offer or
invitation to purchase, otherwise acquire or subscribe for or
dispose of any securities or the solicitation of any vote or
approval in any jurisdiction pursuant to the Acquisition or
otherwise. The Acquisition is made solely through the Scheme
Document (or, in the event that the Acquisition is to be
implemented by means of a Takeover Offer, the Offer Document). IDS
Shareholders are advised to read the Scheme Document (and/or, in
the event that the Acquisition is to be implemented by way of a
Takeover Offer, the Offer Document) because it contains important
information in relation to the Acquisition.
This Announcement has been prepared for the purpose 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 England and Wales.
This Announcement does not constitute a prospectus or prospectus
exempted document.
Overseas shareholders
The release, publication or distribution of this Announcement in
or into jurisdictions other than the United Kingdom may be
restricted by law and therefore any persons who are subject to the
laws of any jurisdiction other than the United Kingdom should
inform themselves about, and observe, any applicable legal or
regulatory requirements. Any failure to comply with applicable
restrictions may constitute a violation of securities laws of 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.
Neither this Announcement nor the Scheme Document and any of the
accompanying documents do or are intended to constitute or form
part of any offer or invitation to purchase, otherwise acquire,
subscribe for, sell or otherwise dispose of, any securities or the
solicitation of any vote or approval pursuant to the Scheme or
otherwise, in any jurisdiction in which such offer, invitation or
solicitation is unlawful. This Announcement, the Scheme Document
and the accompanying Forms of Proxy have been prepared for the
purposes of complying with English law, the rules of the London
Stock Exchange, 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 of England and Wales.
Unless otherwise determined by PerkinElmer UK or required by the
Code, and permitted by applicable law and regulation, this
Announcement will not be made available, directly or indirectly, in
or 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 Acquisition 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, transmitted or otherwise
forwarded, distributed or sent in or into or from any Restricted
Jurisdiction or any jurisdiction where to do so would constitute a
violation of the laws of that jurisdiction and persons receiving
such documents (including agents, custodians, nominees and
trustees) must not mail or otherwise forward, distribute or send
such documents 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 a Takeover Offer
(unless otherwise permitted by applicable law and 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, e-mail 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
Acquisition will not be capable of acceptance by any such use,
means, instrumentality or facilities or from within any Restricted
Jurisdiction.
The availability of the Acquisition to IDS 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. Further details in
relation to IDS Shareholders in overseas jurisdictions are
contained in the Scheme Document.
The Acquisition is subject to English law and the applicable
requirements of the Court, the Code, the Panel, the London Stock
Exchange, the AIM Rules and the FCA.
Notice to US investors
The Acquisition relates to shares of a UK company and is
proposed to be effected by means of a scheme of arrangement under
the laws of England and Wales. A transaction effected by means of a
scheme of arrangement is not subject to the tender offer rules or
the proxy solicitation rules under the US Exchange Act.
Accordingly, the Acquisition is subject to the disclosure and
procedural requirements applicable in the United Kingdom to schemes
of arrangement which differ from the disclosure requirements of
United States tender offer and proxy solicitation rules.
Furthermore, the payment and settlement procedure with respect to
the Acquisition will comply with the relevant rules under the Code,
which differ from US payment and settlement procedures,
particularly with regard to the date of payment of
consideration.
However, if PerkinElmer UK were to elect to implement the
Acquisition by means of a Takeover Offer, such Takeover Offer would
be made in compliance with all applicable United States laws and
regulations, including any applicable exemptions under the US
Exchange Act. Such a Takeover Offer would be made in the United
States in compliance with US law and regulations, including Section
14(e) of the US Exchange Act and Regulation 14E thereunder.
In accordance with normal United Kingdom practice, PerkinElmer,
PerkinElmer UK or their nominees or their brokers (acting as
agents), may from time to time make certain purchases of, or
arrangements to purchase, shares or other securities of IDS outside
of 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 or
arrangements to purchase shall be disclosed as required in the
United Kingdom, shall be reported to the Regulatory Information
Service and shall be available on the London Stock Exchange website
at www.londonstockexchange.com.
The receipt of consideration by a US holder for the transfer of
its IDS Shares pursuant to the Acquisition will likely be a taxable
transaction for United States federal income tax purposes. Each US
holder of IDS Shares is urged to consult their independent
professional adviser immediately regarding the tax consequences of
the Acquisition applicable to such holder, including under
applicable United States state and local tax laws, as well as
overseas and other tax laws that may be applicable.
Some or all of IDS's officers and directors reside outside the
US, and some or all of its assets are or may be located in
jurisdictions outside the US. Therefore, investors may have
difficulty effecting service of process within the US upon those
persons or recovering against IDS or its officers or directors on
judgments of US courts, including judgments based upon the civil
liability provisions of the US federal securities laws. Further, it
may be difficult to compel a non-US company and its affiliates to
subject themselves to a US court's judgment. It may not be possible
to sue IDS or its officers or directors in a non-US court for
violations of the US securities laws.
Neither the SEC nor any US state securities commission has
approved or disproved or passed judgment upon the fairness or the
merits of the Acquisition or determined if this Announcement is
adequate, accurate or complete.
Financial information relating to IDS included in this
Announcement and the Scheme Document has been prepared in
accordance with IFRS and may not therefore be comparable to the
financial information of US companies or companies whose financial
statements are prepared in accordance with generally accepted
accounting principles in the US.
Forward-looking statements
This Announcement may contain statements about the PerkinElmer
Group and the IDS Group which are, or may be deemed to be,
"forward-looking statements" and which are prospective in nature.
All statements other than statements of historical fact included in
this Announcement may be forward-looking statements. They are based
on current expectations and projections 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. Often, but
not always, forward-looking statements can be identified by the use
of forward-looking words such as "plans", "expects", "is expected",
"is subject to", "budget", "scheduled", "estimates", "forecasts",
"predicts", "intends", "anticipates", "believes", "targets",
"aims", "projects", "future-proofing" or words or terms of similar
substance or the negative of such words or terms, as well as
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. Such statements
are qualified in their entirety by the inherent risks and
uncertainties surrounding future expectations. Forward-looking
statements may include 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 and the expansion and growth of the
PerkinElmer Group's or the IDS Group's operations and potential
synergies resulting from the Acquisition; and (iii) the effects of
global economic conditions and governmental regulation on the
PerkinElmer Group's or the IDS Group's business.
Such forward-looking statements involve known and unknown risks
and uncertainties that could significantly affect expected results
and are based on certain key assumptions. Many factors may cause
the actual results, performance or achievements of the PerkinElmer
Group or the IDS Group to be materially different from any future
results, performance or achievements expressed or implied by the
forward-looking statements. These factors include changes in the
global, political, economic, business, competitive, market and
regulatory forces, future exchange and interest rates, changes in
tax rates and future business combinations or disposals. For a
discussion of important factors which could cause actual results to
differ from forward-looking statements in relation to the
PerkinElmer Group or the IDS Group, refer to the annual report and
accounts of the PerkinElmer Group for the financial year ended 3
January 2021 and of the IDS Group for the financial year ended 31
March 2020, respectively. Each of the PerkinElmer Group and the IDS
Group, and each of their respective members, directors, officers,
employees, advisers and persons acting on their behalf, expressly
disclaims any intention or obligation to update or revise any
forward-looking or other statements contained in this Announcement,
whether as a result of new information, future events or otherwise,
except as required by applicable law.
No member of the PerkinElmer Group, nor the IDS Group, 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 document will actually
occur.
Except as expressly provided in this Announcement, no
forward-looking or other statements have been reviewed by the
auditors of the PerkinElmer Group or the IDS Group. All subsequent
oral or written forward-looking statements attributable to any
member of the PerkinElmer Group or the IDS Group, or any of their
respective associates, directors, officers, employees or advisers,
are expressly qualified in their entirety by the cautionary
statement above.
No profit forecasts or estimates
No statement in this Announcement is intended as a profit
forecast or estimate for any period and no statement in this
Announcement should be interpreted to mean that earnings or
earnings per ordinary share for IDS or PerkinElmer for the current
or future financial years would necessarily match or exceed the
historical published earnings or earnings per ordinary share for
IDS or PerkinElmer.
Publication on a website
A copy of this Announcement and the documents required to be
published pursuant to Rule 26.1 and Rule 26.2 of the Code will be
made available (subject to certain restrictions relating to persons
resident in Restricted Jurisdictions), free of charge, on IDS's
website at https://www.idsplc.com/investorrelations/ and on
PerkinElmer's website at
https://www.perkinelmer.com/corporate/investors/important-disclaimer/index.html
by no later than 12 noon on the Business Day following the date of
this Announcement.
Neither the content of these websites nor the content of any
other website accessible from hyperlinks on such websites is
incorporated into, or forms part of, this Announcement.
Requesting hard copy documents
In accordance with Rule 30.3 of the Code, a person so entitled
may request a copy of this Announcement (and any information
incorporated into it by reference to another source) in hard copy
form free of charge. A person may also request that all future
documents, announcements and information sent to that person in
relation to the Acquisition should be in hard copy form. For
persons who have received a copy of this Announcement in electronic
form or via a website notification, a hard copy of this
Announcement will not be sent to you unless you have previously
notified IDS's registrar, Computershare Investor Services PLC, that
you wished to receive all documents in hard copy form or unless
requested in accordance with the procedure set out below.
If you would like to request a hard copy of this Announcement
from IDS please contact IDS' registrars, Computershare Investor
Services, on 0370 707 1065 (from within the UK) or on +44 (0)370
707 1065 (from outside the UK), or by writing to Computershare at
The Pavilions, Bridgwater Road, Bristol, BS99 6ZZ. Calls are
charged at the standard geographic rate and will vary by provider.
Calls outside the United Kingdom will be charged at the applicable
international rate. Computershare is open between 08:30 and 17:30,
Monday to Friday, excluding public holidays in England and Wales.
Please note that Computershare cannot provide any financial, legal
or tax advice and calls may be recorded and monitored for security
and training purposes.
Information relating to IDS Shareholders
Please be aware that addresses, electronic addresses and certain
information provided by IDS Shareholders, persons with information
rights and other relevant persons for the receipt of communications
from IDS may be provided to PerkinElmer UK during the offer period
as required under section 4 of Appendix 4 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
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 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 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(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 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 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.
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, accountant or independent financial
adviser duly authorised under FSMA if you are resident in the
United Kingdom or, if not, from another appropriately authorised
independent financial adviser.
Time
All times shown in this Announcement are London times, unless
otherwise stated.
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END
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