TIDMISAT
RNS Number : 0196G
Connect Bidco Limited
18 July 2019
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
FOR IMMEDIATE RELEASE
18 July 2019
Recommended cash acquisition of
Inmarsat plc
by
Connect Bidco Limited
a newly incorporated entity owned by a consortium of (i) funds
advised by Apax; (ii) funds advised by Warburg Pincus or its
affiliates; (iii) Canada Pension Plan Investment Board; and (iv)
Ontario Teachers' Pension Plan Board
UK Government Accepts Connect Bidco's Offer of Voluntary
Undertakings in Relation to Inmarsat's UK-Based Operations
Connect Bidco Limited ("Connect"), which on 25 March 2019
announced a recommended cash offer for the entire issued, and to be
issued, share capital of Inmarsat plc ("Inmarsat"), the world
leader in global mobile satellite communications (the
"Acquisition"), today announces it has voluntarily agreed
legally-binding undertakings regarding the future UK operations of
the company.
The voluntary undertakings follow constructive discussions
between the UK Government, Inmarsat, Connect and the four-member
consortium that comprises funds advised by Apax; funds advised by
Warburg Pincus or its affiliates; Canada Pension Plan Investment
Board; and Ontario Teachers' Pension Plan Board.
The undertakings supplement Connect's strategic plans and
intention statements for Inmarsat, which were set out in the scheme
document relating to the Acquisition ("Scheme Document")(1)
published earlier this year.
The voluntary undertakings are given for the benefit of the
Secretary of State for Digital, Culture, Media and Sport of the
United Kingdom of Great Britain and Northern Ireland ("SoS"). For a
period of three years following the Effective Date (as defined in
the Scheme Document), Connect has undertaken to:
-- Support Inmarsat's continued role as a leader in the space sector;
-- Procure that the majority of key strategic decisions of both
Connect and Inmarsat are taken in the UK;
-- Procure that Inmarsat and its subsidiaries (the "Inmarsat
Group") maintain in the United Kingdom those areas of Inmarsat's
global network operations centres that, as at the Effective Date,
are located in the UK and have been identified by the SoS as being
important to remain in the UK (the "Core Global Network
Operations");
-- Procure that the Core Global Network Operations shall (i)
continue to perform substantially the same functions as are
conducted at the Effective Date; (ii) retain substantially the same
skilled engineering resources which as at the Effective Date are
based in the UK for the purposes of operating such Core Global
Network Operations, and (iii) remain the principal Core Global
Network Operations of Inmarsat; and
-- Procure that the members of the Inmarsat Group comply with
their respective obligations in respect of certain commercial
contracts identified by the SoS as being important in order to
support the Inmarsat Group's investment in capital expenditure and
supply chain maintenance.
The undertakings are subject to certain limited exceptions (in
particular if business continuity issues could prevent compliance
with the undertakings).
Connect has undertaken to provide the SoS with an annual written
notice confirming its compliance with the undertakings. Each year,
following delivery of such a notice, Connect and members of the
Inmarsat management team shall, if requested, attend a meeting with
the SoS to discuss the contents of the notice, answer any
reasonable questions the SoS may have and provide such further
information as the SoS may reasonably require.
Competition and Markets Authority ("CMA")
Connect and the SoS note that the undertakings voluntarily
agreed to by Connect are separate from and without prejudice to the
merger control review of the Acquisition, including any associated
review of public interest considerations, announced by the CMA on
16 July 2019. This followed Connect's submission of a merger notice
to the CMA seeking clearance for the Acquisition.
Notes:
(1) Paragraph 9 of Part 2 (Explanatory Statement)
Enquiries:
Apax
Global Media:
Andrew Kenny +44 20 7872 6371
UK Media:
Andrew Dowler
Matthew Goodman
James Madsen +44 20 7952 2000
USA Media:
Todd Fogarty +1 212 521 4854
Warburg Pincus
Global Media:
Julie Foster +44 20 7306 3816
UK Media:
Tim Burt +44 20 3757 9256
Paul Durman +44 20 7186 8890
Canada Pension Plan Investment Board
Steve McCool
Global Corporate Communications +44 203 947 3002
Darryl Konynenbelt
Director, Global Media Relations +1 416 972 8389
Ontario Teachers' Pension Plan Board
Lori McLeod
Investment Communications +1 (416) 730-7207
Matthew Thomlinson +44 203 7551 624
Important notices about financial advisers
UBS AG London Branch ("UBS") which is authorised by the
Prudential Regulation Authority ("PRA") and regulated by the FCA
and the PRA in the UK is acting as financial adviser to Bidco and
the Consortium and no one else in connection with the matters set
out in this announcement. In connection with such matters, UBS, its
affiliates, and its or their respective directors, officers,
employees and agents will not regard any person other than Bidco
and the Consortium as their client, nor will they be responsible to
any other person for providing the protections afforded to their
clients or for providing advice in relation to the contents of this
announcement or any other matter referred to herein.
Merrill Lynch International, a subsidiary of Bank of America
Corporation ("Merrill Lynch"), is acting exclusively for Bidco and
the Consortium in connection with the matters referred to in this
announcement and for no one else and will not be responsible to
anyone other than Bidco and the Consortium for providing the
protections afforded to its clients or for providing advice in
relation to the matters described in this announcement.
Barclays Bank PLC, acting through its investment bank
("Barclays"), which is authorised by the PRA and regulated by the
FCA and the PRA in the United Kingdom, is acting exclusively for
Bidco and the Consortium and no one else in connection with the
matters referred to in this announcement and will not be
responsible to anyone other than Bidco and the Consortium for
providing the protections afforded to clients of Barclays nor for
providing advice in relation to the Acquisition or any other matter
referred to in this announcement.
Overseas jurisdictions
The release, publication or distribution of this announcement in
or into, jurisdictions other than the United Kingdom or the United
States may be restricted by law and therefore persons into whose
possession this announcement comes who are not resident in the
United Kingdom or the United States should inform themselves about,
and observe, any applicable restrictions. Inmarsat Shareholders who
are in any doubt regarding such matters should consult an
appropriate independent adviser in the relevant jurisdiction
without delay. Any failure to comply with such restrictions may
constitute a violation of the securities laws of any such
jurisdiction.
This announcement has been prepared for the purposes 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 the United Kingdom.
Unless otherwise determined by Bidco or required by the Code,
and permitted by applicable law and regulation, the offer to
acquire Inmarsat Shares pursuant to 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 any
formal documentation relating to the Acquisition are not being, and
must not be, directly or indirectly, mailed, transmitted 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 Restricted Jurisdictions, where to do so
would violate the laws in those jurisdictions. If the Acquisition
is implemented by way of a Takeover Offer (unless otherwise
permitted by applicable law and regulation) such Takeover Offer may
not be made available directly or indirectly, into or from a
Restricted Jurisdiction where to do so would violate the laws in
that jurisdiction.
The availability of the offer to acquire Inmarsat Shares
pursuant to the Acquisition to Inmarsat Shareholders who are not
resident in and citizens of the UK or the United States may be
affected by the laws of the relevant jurisdictions in which they
are located or of which they are citizens. Persons who are not
resident in the UK or the United States should inform themselves
of, and observe, any applicable legal or regulatory requirements of
their jurisdictions as failure to comply with such restrictions may
constitute a violation of security laws of any such jurisdiction.
To the fullest extent permitted by applicable law, the persons and
companies involved in the Acquisition disclaim any responsibility
for liability for the violation of such restrictions by any
person.
The Acquisition shall be subject to the application requirements
of the Code, the Panel, the LSE and the FCA. Further details in
relation to Overseas Shareholders are contained in the Scheme
Document.
Notes to US investors in Inmarsat
Inmarsat Shareholders in the United States should note that the
Acquisition relates to the shares of an English company and is
proposed to be made by means of a scheme of arrangement provided
for under, and governed by, the law of England and Wales. Neither
the proxy solicitation nor the tender offer rules under the US
Securities Exchange Act of 1934, as amended, (the "US Exchange
Act") will apply to the Scheme. Moreover the Scheme is subject to
the disclosure requirements and practices applicable in the UK to
schemes of arrangement (including, without limitation, with respect
to withdrawal rights, offer timetable, settlement procedures and
timing of payments), which differ from the disclosure requirements
of the US proxy solicitation rules and tender offer rules. However,
if Bidco were to elect to implement the Acquisition by means of a
Takeover Offer, such Takeover Offer will be made in compliance with
all applicable laws and regulations, including Section 14(e) of the
US Exchange Act and Regulation 14E thereunder and otherwise in
accordance with the requirements of the Code. Such a takeover would
be made in the United States by Bidco and no one else. In addition
to any such Takeover Offer, Bidco, certain affiliated companies and
the nominees or brokers (acting as agents) may from time to time
make certain purchases of, or arrangements to purchase, shares in
Inmarsat outside such Takeover Offer before or during the period in
which such Takeover Offer would remain open for acceptance. Such
purchases may occur either in the open market at prevailing prices
or in private transactions at negotiated prices. If such purchases
or arrangements to purchase were to be made they would be made
outside the United States and would comply with applicable law,
including the US Exchange Act. Any information about such purchases
will be disclosed as required in the UK, will be reported to a
Regulatory Information Service of the FCA and will be available on
the LSE website at www.londonstockexchange.com.
None of the securities referred to in this announcement have
been approved or disapproved by the US Securities and Exchange
Commission, any state securities commission in the United States or
any other US regulatory authority, nor have such authorities passed
upon or determined the adequacy or accuracy of the information
contained in this document. Any representation to the contrary is a
criminal offence in the United States.
Financial information included in this announcement and the
Scheme Document has been prepared in accordance with accounting
standards applicable in the UK and may not be comparable to
financial information of US companies or companies whose financial
statements are prepared in accordance with generally accepted
accounting principles in the United States.
Inmarsat and Bidco are organised under the laws of England and
Wales and Guernsey respectively. All of the officers and directors
of Bidco and the majority of officers and directors of Inmarsat are
residents of countries other than the United States. It may not be
possible to sue Inmarsat and/or Bidco in a non-US court for
violations of US securities laws. It may be difficult to compel
Inmarsat, Bidco and/or their respective affiliates to subject
themselves to the jurisdiction and judgment of a US court.
Publication on website
A copy of this announcement will be available on Inmarsat's
website at https://investors.inmarsat.com and Bidco's website at
http://inmarsatbidcoinfo.com by no later than 12 noon (London time)
on 19 July 2019 (being the first Business Day following the date of
this announcement).
Neither the contents of Inmarsat's website nor Bidco's website
are incorporated into and or form 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
STREADXPFADNEFF
(END) Dow Jones Newswires
July 18, 2019 09:40 ET (13:40 GMT)
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