TIDMHZD
RNS Number : 6964J
Horizon Discovery Group plc
23 December 2020
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 OR
REGULATIONS OF SUCH JURISDICTION.
FOR IMMEDIATE RELEASE
23 December 2020
RECOMMED CASH OFFER
For
HORIZON DISCOVERY GROUP PLC
("Horizon" or the "Company")
by
PERKINELMER (UK) HOLDINGS LIMITED
("PerkinElmer UK")
a wholly-owned subsidiary of
PERKINELMER, INC. ("PerkinElmer")
Scheme of Arrangement (the "Scheme") becomes Effective
The Boards of Horizon and PerkinElmer UK are pleased to announce
that, further to the announcement by Horizon on 21 December 2020
that the Court had sanctioned the Scheme, the Court Order has been
delivered to the Registrar of Companies today and accordingly the
Scheme has now become effective in accordance with its terms and
Horizon is now a wholly owned subsidiary of PerkinElmer UK.
As previously advised, trading in Horizon Shares on AIM was
suspended with effect from 7.30 a.m. this morning, 23 December
2020. The cancellation of trading of Horizon Shares on AIM is
expected to take place at 7.00 a.m. on 24 December 2020. As a
result of the Scheme having become effective, share certificates in
respect of Horizon Shares will cease to be valid documents of title
and entitlements to Horizon Shares held in uncertificated form in
CREST are being cancelled.
A Scheme Shareholder on the register of members of Horizon at
the Scheme Record Time, being 6.00 p.m. on 22 December 2020, will
be entitled to receive 185 pence 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 the
crediting of CREST accounts (for Horizon Shareholders holding
Scheme Shares in certificated form and in uncertificated form
respectively) as soon as practicable. The latest date for despatch
of cheques and settlement of the Cash Consideration in relation to
the Acquisition through CREST is 6 January 2021.
Additionally, as a result of the Scheme becoming effective, Dr.
Ian Gilham, Mr. Grahame Cook, Dr. Vishal Gulati, Dr. Siddhartha
Kadia, Ms. Margarita Krivitski and Mrs. Susan Searle have resigned
as Non-Executive Directors of Horizon.
Full details of the Acquisition are set out in the circular
dated 23 November 2020 (the "Scheme Document"). Capitalised terms
used but not defined in this announcement (the "Announcement") have
the same meanings set out 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.
All references in this announcement to times are to London time
unless otherwise stated.
Enquiries:
Horizon
Terry Pizzie, Chief Executive Officer Tel: +44 (0) 12 2365 5580
Jayesh Pankhania, Chief Financial Officer
Jon Davies, Head of Investor Relations
Evercore (Lead Financial Adviser to Horizon)
Simon Elliott Tel: +44 (0) 20 7653 6000
Edward Banks
Numis (Joint Financial Adviser, Broker and NOMAD to Horizon)
Freddie Barnfield Tel: +44 (0) 20 7260 1000
Stuart Ord Duncan Monteith
Consilium Strategic Communications (Financial Media and UK
Investor Relations Adviser to Horizon)
Mary-Jane Elliott Tel: +44 (0) 7720 088 468
Matthew Neal Melissa Gardiner
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
Hogan Lovells International LLP is providing legal advice to
PerkinElmer UK and PerkinElmer. Covington & Burling LLP is
providing legal advice to Horizon.
Important notices
Evercore Partners International LLP ("Evercore"), which is
authorised and regulated in the United Kingdom by the Financial
Conduct Authority (the "FCA"), is acting exclusively as financial
adviser to Horizon and no one else in connection with the matters
described in this Announcement and will not be responsible to
anyone other than Horizon for providing the protections afforded to
clients of Evercore nor for providing advice in connection with the
matters referred to herein. Neither Evercore 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, in delict, under statute or
otherwise) to any person who is not a client of Evercore in
connection with this Announcement, any statement contained herein,
any offer or otherwise. Apart from the responsibilities and
liabilities, if any, which may be imposed on Evercore by the
Financial Services and Markets Act 2000, or the regulatory regime
established thereunder, or under the regulatory regime of any
jurisdiction where exclusion of liability under the relevant
regulatory regime would be illegal, void or unenforceable, neither
Evercore nor any of its affiliates accepts any responsibility or
liability whatsoever for the contents of this Announcement, and no
representation, express or implied, is made by it, or purported to
be made on its behalf, in relation to the contents of this
Announcement, including its accuracy, completeness or verification
of any other statement made or purported to be made by it, or on
its behalf, in connection with Horizon or the matters described in
this Announcement. To the fullest extent permitted by applicable
law, Evercore and its affiliates accordingly disclaim all and any
responsibility or liability whether arising in tort, in delict,
contract or otherwise (save as referred to above) which they might
otherwise have in respect of this Announcement or any statement
contained herein.
Numis Securities Limited ("Numis"), which is authorised and
regulated in the United Kingdom by the FCA, is acting exclusively
for Horizon and no one else in connection with the matters set out
in this Announcement and will not regard any other person as its
client in relation to the matters in this Announcement and will not
be responsible to anyone other than Horizon for providing the
protections afforded to clients of Numis, nor for providing advice
in relation to any matter referred to herein.
Perella Weinberg UK Limited ("Perella Weinberg Partners"), which
is authorised and regulated in the United Kingdom by the FCA, is
acting exclusively for 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.
Further information
This Announcement is for information purposes only and is not
intended to and does not constitute, or form any part of, an offer
to sell or subscribe for or any invitation to purchase or subscribe
for any securities or the solicitation of any vote or approval in
any jurisdiction pursuant to the Acquisition or otherwise. The
Acquisition will be made solely through the Scheme Document and the
accompanying Forms of Proxy, which contain the full terms and
conditions of the Acquisition, including details of how to vote in
respect of the Acquisition. Any approval, decision or other
response to the Acquisition should be made only on the basis of the
information in the Scheme Document. Horizon Shareholders are
strongly advised to read the formal documentation in relation to
the Acquisition. Each Horizon Shareholder is urged to consult its
independent professional adviser immediately regarding the tax
consequences to it (or its beneficial owners) of the
Acquisition.
The statements contained in this Announcement are made as at the
date of this Announcement, unless some other time is specified in
relation to them, and service of this Announcement shall not give
rise to any implication that there has been no change in the facts
set forth in this Announcement since such date.
This Announcement does not constitute a prospectus or prospectus
equivalent 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 the applicable
restrictions may constitute a violation of the 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 use of the mails of, or by any
other means or instrumentality of, 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 other 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.
Additional information for US investors
The Acquisition relates to the shares of an English company and
is being made by means of a scheme of arrangement provided for
under English company law. The 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 requirements and practices applicable in the United
Kingdom to schemes of arrangement which differ from the disclosure
requirements of United States tender offer and proxy solicitation
rules.
PerkinElmer UK reserves the right, subject to the prior consent
of the Panel and in accordance with the Co-operation Agreement, to
elect to implement the Acquisition by means of a Takeover Offer for
the entire issued and to be issued share capital of Horizon, as an
alternative to the Scheme. If PerkinElmer UK were to elect to
implement the Acquisition by means of a Takeover Offer, it would be
made in compliance with all applicable US laws and regulations,
including Section 14(e) of the US Exchange Act and Regulation 14E
thereunder.
Financial information included in this Announcement and the
Scheme Document has been or will be prepared in accordance with
accounting standards applicable in the United Kingdom that 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.
It may be difficult for US holders of Horizon Shares to enforce
their rights and any claim arising out of the US federal securities
laws, since Horizon is located in a non-US jurisdiction, and some
or all of its officers and directors may be residents of a non-US
jurisdiction and a substantial part of the assets of Horizon are
located outside of the US. US holders of Horizon Shares may not be
able to sue a non-US company or its officers or directors in a
non-US court for violations of the US securities laws. Further, it
may be difficult to compel a non-US company and its affiliates to
subject themselves to a US court's judgement.
The information contained in this Announcement and the Scheme
Document has neither been approved nor disapproved by the SEC or
any US state securities commission. Neither the SEC, nor any state
securities commission, has passed upon the fairness or merits of
the Acquisition described in, nor upon the accuracy or adequacy of
the information contained in, this Announcement or the Scheme
Document. Any representation to the contrary is a criminal offence
in the United States.
Forward-looking statements
This Announcement may contain statements about the PerkinElmer
Group and the Horizon 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 Horizon 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 Horizon 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 Horizon 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 Horizon Group, refer to the annual report
and accounts of the PerkinElmer Group for the financial year ended
29 December 2019 and of the Horizon Group for the financial year
ended 31 December 2019, respectively. Each of the PerkinElmer Group
and the Horizon 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 Horizon 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 Horizon Group. All
subsequent oral or written forward-looking statements attributable
to any member of the PerkinElmer Group or the Horizon 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 Horizon or PerkinElmer for the
current or future financial years would necessarily match or exceed
the historical published earnings or earnings per ordinary share
for Horizon or PerkinElmer.
Right to switch to a Takeover Offer
PerkinElmer UK reserves the right to elect, with the consent of
the Takeover Panel, to implement the Acquisition by way of a
Takeover Offer for the entire issued and to be issued ordinary
share capital of Horizon as an alternative to the Scheme. In such
an event, the Takeover Offer will be implemented on the same terms
or, if PerkinElmer UK so decides, on such other terms being no less
favourable (subject to appropriate amendments), so far as
applicable, as those which would apply to the Scheme.
Rule 2.9 disclosures
In accordance with Rule 2.9 of the Code, as at close of business
on 22 December 2020, there were 164,214,591 Horizon Shares in
issue. There are no Horizon Shares held in treasury. The ISIN
Number for the Horizon Shares is GB00BK8FL363.
Publication on website and availability of hard copies
In accordance with Rule 26.1 of the Code, a copy of this
Announcement will be made available (subject to certain
restrictions relating to persons resident in Restricted
Jurisdictions), free of charge, on PerkinElmer's website at
https://
www.perkinelmer.com/corporate/investors/important-disclaimer/
index.html and on Horizon's website at www.horizondiscoveryplc.com
by no later than 12:00 noon on the Business Day following this
Announcement. Neither the contents 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.
In accordance with Rule 30.3 of the Code, a person so entitled
may request a hard copy of this Announcement, free of charge, by
contacting Horizon on +44 (0) 12 2397 6000. For persons who receive
a copy of this Announcement in electronic form or via a website
notification, a hard copy of this Announcement will not be sent
unless so requested. In accordance with Rule 30.3 of the Code, a
person so entitled may also request that all future documents,
announcements and information to be sent to them in relation to the
Acquisition should be in hard copy form.
Information relating to Horizon Shareholders
Please be aware that addresses, electronic addresses and certain
information provided by Horizon Shareholders, persons with
information rights and other relevant persons for the receipt of
communications from Horizon 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.
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END
SOAEAFADAASEFFA
(END) Dow Jones Newswires
December 23, 2020 06:27 ET (11:27 GMT)
Horizon Discovery (LSE:HZD)
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