Cash offer15 Apr 2020 09:00
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 THAT JURISDICTION
FOR IMMEDIATE RELEASE
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
15 April 2020
RECOMMENDED CASH ACQUISITION
of
CASTLETON TECHNOLOGY PLC
by
MRI SOFTWARE LIMITED
a wholly-owned subsidiary of
MRI SOFTWARE LLC
to be effected by means of a Scheme of Arrangement
under Part 26 of the Companies Act 2006
Summary
· The boards of MRI Software LLC ("MRI") and MRI Software Limited ("Bidco") and the board of directors of Castleton Technology plc ("Castleton") (the "Castleton Board" or the "Castleton Directors") are pleased to announce that they have reached agreement on the terms of a recommended cash offer to be made by Bidco for the entire issued and to be issued ordinary share capital of Castleton (the "Acquisition"). The Acquisition will be implemented by way of a scheme of arrangement.
· Under the terms of the Acquisition, each Castleton Shareholder will be entitled to receive:
for each Castleton Share: 95 pence in cash
· The Acquisition price represents a premium of approximately:
· 42.9 per cent. to the undisturbed Closing Price of 66.5 pence per Castleton Share on 14 April 2020 (being the last Business Day prior to the date of this announcement);
· 35.2 per cent. to the three month volume weighted average price of 70.3 pence per Castleton Share to 14 April 2020 (being the last Business Day before the date of this announcement); and
· 42.1 per cent. to the six month volume weighted average price of 66.9 pence per Castleton Share to 14 April 2020 (being the last Business Day before the date of this announcement).
· The Acquisition values the entire issued and to be issued ordinary share capital of Castleton at approximately £82.8 million on a fully diluted basis.
· If, on or after the date of this announcement, any dividend and/or other distribution and/or other return of capital is declared, made or paid or becomes payable in respect of the Castleton Shares, Bidco reserves the right to reduce the consideration payable under the terms of the Acquisition for the Castleton Shares by an amount up to the amount of such dividend and/or distribution and/or return of capital, in which case any reference in this announcement to the consideration payable under the terms of the Acquisition will be deemed to be a reference to the consideration as so reduced.
Recommendation
· The Castleton Directors, who have been so advised by finnCap as to the financial terms of the Acquisition, consider the terms of the Acquisition to be fair and reasonable. In providing its advice to the Castleton Directors, finnCap has taken into account the commercial assessments of the Castleton Directors.
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