TIDMIDH
RNS Number : 9434E
Immunodiagnostic Systems Hldgs PLC
12 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
12 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
Scheme of Arrangement becomes Effective
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).
On 1 July 2021, the Scheme was approved by the Scheme
Shareholders at the Court Meeting and the Special Resolution
relating to the implementation of the Scheme was approved by IDS
Shareholders at the General Meeting.
On 8 July 2021, IDS announced that the High Court of Justice had
sanctioned the Scheme at the Court Hearing held earlier on the same
date.
IDS and PerkinElmer UK are pleased to announce that following
the delivery of a copy of the Court Order (together with a copy of
the Scheme and all documents required to be annexed thereto) to the
Registrar of Companies today, the Scheme has now become Effective
in accordance with its terms and the entire issued and to be issued
share capital of IDS is owned or controlled by PerkinElmer UK.
Additionally, as a result of the Scheme becoming Effective,
Klaus Peter Kaspar, Peter Williamson and Dr. Burkhard Wittek have
resigned as non-executive directors of the board of IDS.
Settlement
Scheme Shareholders on the register of members of IDS at the
Scheme Record Time, being 6.00 p.m. on 9 July 2021, will be
entitled to receive 382 pence in cash for each Scheme Share held.
Settlement of the consideration to which any Scheme Shareholder is
entitled will be effected by way of the despatch of cheques or
crediting of CREST accounts (for Scheme Shareholders holding Scheme
Shares in certificated and in uncertificated form respectively)
pursuant to the Scheme as soon as practicable and in any event
within 14 days of this announcement, being 26 July 2021.
Suspension and cancellation of trading of IDS Shares on the AIM
market
As previously advised, dealings in IDS Shares were suspended
with effect from 7.30 a.m. (London time) this morning, 12 July
2021. As a result of the Scheme having become Effective, share
certificates in respect of Scheme Shares will cease to be valid
documents of title and entitlements to Scheme Shares held in
uncertificated form in CREST are being cancelled.
An application has been made for the cancellation of the
admission to trading of IDS Shares on the AIM market which are
expected to take effect at 7.00 a.m. (London time) on 13 July
2021.
Full details of the Acquisition are set out in the Scheme
Document. Capitalised terms in this announcement (Announcement),
unless otherwise defined, have the meaning given to them in the
Scheme Document.
The Company is no longer in an "Offer Period" as defined in the
Code and accordingly the dealing disclosure requirements previously
notified to investors no longer apply.
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. IDS Shareholders are advised to read the Scheme 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, 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.
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.
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.
Rule 2.9 of the Code
For the purposes of Rule 2.9 of the Code, IDS confirms that, as
at 6.00 p.m. on 9 July 2021, it had 28,953,447 ordinary shares of 2
pence each in issue and admitted to trading on AIM (excluding
457,728 IDS Shares in treasury). The International Securities
Identification Number for IDS Shares is GB00B01YZ052.
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
SOAEAEXAFSEFEFA
(END) Dow Jones Newswires
July 12, 2021 06:54 ET (10:54 GMT)
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