RE: An example of a recent Takeover7 Nov 2020 11:14
Part 2:
· The LiDCO Directors, who have been so advised by Smith Square Partners as to the financial terms of the Offer, consider the terms of the Offer to be fair and reasonable. In providing its advice to the LiDCO Directors, Smith Square Partners has taken into account the commercial assessments of the LiDCO Directors. Smith Square Partners is providing independent financial advice to the LiDCO Directors for the purposes of Rule 3 of the Code.
· Accordingly, the LiDCO Directors are unanimously recommending that LiDCO Shareholders accept the Offer, as they, other than James Wetrich, have irrevocably undertaken so to do (or procure to be done) in respect of their own beneficial shareholdings (or the shareholdings they control), such holdings amounting to 3,960,830 LiDCO Shares representing approximately 1.6 percent of LiDCO's issued share capital. James Wetrich is both a resident in, and citizen of, the United States (a Restricted Jurisdiction) and as such he is not permitted to participate in the Offer in respect of his own beneficial shareholding of 19,900 LiDCO Shares representing approximately 0.01 percent of LiDCO's issued share capital and has therefore not been able to provide an irrevocable undertaking.
· Including the irrevocable undertakings received from the LiDCO Directors, Masimo has received irrevocable undertakings to accept the Offer in respect of a total of 92,062,341 LiDCO Shares representing approximately 37.7 percent of LiDCO's issued share capital. Further details of irrevocable undertakings are set out in paragraph 4 below and in Appendix II.
· Masimo Corporation is a global leader in developing and commercialising patient monitors that improve clinical outcomes and reduce the cost of patient care. It believes that LiDCO's continuous cardiac output ("CCO") technology will complement its existing technologies. LiDCO competes with much larger global companies that hold significant shares of the advanced hemodynamic monitoring market, and hospital decisions concerning advanced technologies such as CCO are increasingly based upon factors other than performance and cost, such as an interest in integrated solutions which offer a range of innovative measurements in one device to facilitate more informed decision making. Masimo Corporation is a leading developer of many such innovative measurements and it also has an established global distribution capability. Consequently, both LiDCO and Masimo Corporation believe that the prospects for and speed of adoption of LiDCO's technology, particularly in the important US market, will be materially enhanced by it becoming part of Masimo Corporation.
· The Offer is being effected by means of a contractual takeover offer pursuant to Part 28 of the Companies Act although Masimo reserves the right to elect to implement the Offer by way of a Scheme of Arrangement, as an alternative to the Offer.
· The Offer is conditional upon, amongst other things, Masimo receiving
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