TIDMELM
RNS Number : 0675W
Innospec Inc.
20 April 2021
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR
INDIRECTLY, IN WHOLE OR IN PART IN, INTO OR FROM ANY JURISDICTION
WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR
REGULATIONS OF SUCH JURISDICTION.
THIS IS AN ANNOUNCEMENT FALLING UNDER RULE 2.8 OF THE CITY CODE
ON TAKEOVERS AND MERGERS (THE "CODE").
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.
FOR IMMEDIATE RELEASE.
20 April 2021
Press Speculation Regarding Possible Offer for Elementis plc ("Elementis")
Innospec Inc. ("Innospec"), a global speciality chemicals
company, notes the recent speculation with regard to a potential
offer for Elementis plc.
On 31 March 2021, an approach was made by Innospec to the Board
of Elementis. This approach was rejected by the Board of Elementis
on 9th April 2021 and Innospec subsequently ceased active
consideration on 15th April 2021.
The approach sought the support of Elementis's Board for a
possible all share offer with a 50% cash alternative with a mix and
match facility at a price of 160 pence per Elementis share.
Innospec believes the combination of the companies would have
created benefits for both sets of shareholders given the compelling
strategic fit.
The Proposal would have enabled Elementis' shareholders to share
in future value creation substantially beyond the headline offer
price through significant anticipated synergies and an expected
re-rating of Elementis' business to Innospec's materially higher
valuation multiple.
Innospec remains highly focused on delivering value for its own
shareholders. Innospec will only pursue transactions which meet its
investment criteria and where it is appropriate to do so, taking
into account the importance of maintaining a prudent capital
structure under current economic conditions.
This is a statement to which Rule 2.8 of the Code applies.
For the purposes of Rule 2.8 of the Code, Innospec reserves the
right to set aside the restrictions in Rule 2.8 in the following
circumstances:
i. with the agreement of the Elementis's Board;
ii. if a third party announces a firm intention to make an offer for Elementis;
iii. if Elementis announces a "whitewash" proposal (as referred
to in Note 1 of the Notes on Dispensations from Rule 9) or a
reverse takeover (as defined in the Code); and
iv. if there has been a material change of circumstances (as
determined by the Panel on Takeovers and Mergers).
Enquiries
Innospec
Brian Watt
Senior Vice President +44 (0)151 356 6241
Nomura International Plc
(Financial Adviser to Innospec)
Niul Wood
Adrian Fisk
Nicholas Marren +44 (0)20 7102 1000
Brunswick
(Public Relations Adviser to Innospec)
Patrick Handley +44 (0)7974 982395
David Litterick +44 (0)7974 982455
IMPORTANT NOTICES
This announcement is not intended to, and does not, constitute,
represent or form part of any offer, invitation or solicitation of
an offer to purchase, otherwise acquire, subscribe for, sell or
otherwise dispose of, any securities whether pursuant to this
announcement or otherwise.
The distribution of this announcement in jurisdictions outside
the United Kingdom may be restricted by law or regulation and
therefore any person who comes into possession of this announcement
should inform themselves about, and comply with, such restrictions.
Any failure to comply with such restrictions may constitute a
violation of the securities laws or regulations of any such
relevant jurisdiction.
Nomura International plc, which is authorised by the Prudential
Regulation Authority and regulated by the Prudential Regulation
Authority and the Financial Conduct Authority in the United
Kingdom, is acting exclusively for Innospec and no one else in
connection with the matters or arrangements described in this
announcement and Nomura, its affiliates and its respective
officers, employees, agents, representatives and/or associates will
not regard any other person as their client, nor will they be
responsible to anyone other than Innospec for providing the
protections afforded to clients of Nomura nor for giving advice in
relation to the matters or arrangements referred to in this
announcement. Apart from the responsibilities and liabilities, if
any, which may be imposed on Nomura by the Financial and Services
Markets Act 2000, the Financial Services Act 2012 or the regulatory
regimes established thereunder, Nomura accepts no responsibility or
liability whatsoever or makes any representation or warranty,
express or implied, concerning the contents of this announcement,
including its accuracy, completeness or verification, or for any
other statement made or purported to be made by it, or on its
behalf, in connection with the Company or the matters or
arrangements referred to in this announcement. Nomura, its
affiliates and its respective officers, employees, agents,
representatives and/or associates accordingly disclaim all and any
responsibility, or liability whether arising in tort, contract or
otherwise (save as referred to above) which they might otherwise
have in respect of this announcement or any such statement.
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END
SPCDKKBBNBKDQQB
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April 20, 2021 09:36 ET (13:36 GMT)
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