13 Aug 2012 10:03
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. This announcement does not constitute an announcement of a firm intention to make an offer under Rule 2.7 of the Takeover Code. There can be no certainty that an offer will ultimately be made.
13 August 2012
AorTech International plc ("AorTech" or "the Company")
Update on Sale Process
On 3 July, we announced to shareholders a strategic update and the commencement of a formal sale process of the Company. We also announced that we had appointed Piper Jaffray to assist with this process. As just over a month has now passed since the formal sale process was commenced, your Board believes that it is now an appropriate time to appraise shareholders further on the process and the activities undertaken to date.
A broad range of potential acquirers have been contacted including medical technology companies, biomaterials and coatings companies, contract manufacturing organisations and other strategic consolidators, as well as private equity investors.
Currently 11 parties have signed confidentiality agreements or requested an on-site management presentation and one further party is negotiating the confidentiality agreement. The Board was particularly pleased with the response to the announcement made on 3 July, as five of the parties that have signed confidentiality agreements contacted Piper Jaffray or the Company as a direct result of the formal sale process announcement.
Parties that have signed confidentiality agreements are being provided with detailed information on the business, the polymer platform technology and the polymer heart valve project. Management meetings and site visits are also being offered to interested parties.
In summary, while we are still in the early stages of the process your Board is encouraged by the number of different parties expressing interest and progressing to the stage of due diligence and management presentations.
Shareholders should note that whilst your Board is working to secure a recommended offer by the end of October 2012, there is no guarantee that any such offer will be forthcoming or even proposed in the timeframe required, or as to the level of any proposal or offer that may be made.
For further information please contact:
AorTech International plc
Bill Brown, Chairman
Eddie McDaid, Finance Director
Frank Maguire, CEO
Tel: +1 801 581 0854
Sarah Price, Media Relations
Tel: +1 801 649 4163
e-mail: sprice@AorTech.com
Piper JaffrayNeil Mackison/Graeme SmethurstTel: 020 7796 8400
finnCap
Stuart Andrews/Rose HerbertfinnCap as Nominated AdviserTel: 020 7220 0500
A copy of this announcement will be available at aortech.com/investor/announcements. The content of the website referred to in this announcement is not incorporated into and does not form part of this announcement.
Piper Jaffray (which is authorised and regulated in the United Kingdom by the Financial Services Authority) is acting exclusively for the Company and for no one else in connection with any possible offer and will not be responsible to anyone other than the Company for providing the protections afforded to Piper Jaffray's clients nor for providing advice in relation to any possible offer or any other matters referred to in this announcement.
About AorTech:
AorTech develops and manufactures biostable, implantable polymers, including Elast-Eon(TM) and ECSil(TM), the world's leading long-term implantable co-polymers, as well as proprietary processing methods for various devices, including small part RIM manufacturing. With several million implants and five years of successful clinical use, AorTech polymers are being developed and used in cardiology, orthopaedic andurological applications, including pacing leads, cardiac cannulae, stents and implantable sensor technology. Devices manufactured from AorTech polymers have numerous US FDA PMA approvals, 510k's, CE Marks, Australian TGA and Japanese Ministry of Health approvals.
Elast-Eon(TM) and ECSil's(TM) biostability is comparable to silicone while exhibiting excellent mechanical, blood contacting and flex-fatigue properties. Our polymers can be processed using conventional thermoplastic extrusion and molding techniques. AorTech provides a range of materials in a variety of application-specific formulations for use in medical devices and components.
Rule 2.10
In accordance with Rule 2.10 of the Code, AorTech confirms that at the date of this Announcement, there are 4,832,778 AorTech ordinary shares in issue and admitted to trading on AIM. The ISIN of the AorTech shares is GB0033360586.
Dealing disclosure requirements
Under Rule 8.3(a) of the Code, any person who is interested in one per cent. or more of any class of relevant securities of an offeree company or of any paper offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any paper offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of: (i) the offeree company; and (ii) any paper offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 p.m. (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 p.m. (London time) on the 10th business day following the announcement in which any paper offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a paper offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.
Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in one per cent. or more of any class of relevant securities of the offeree company or of any paper offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any paper offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of: (i) the offeree company; and (ii) any paper offeror, save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 p.m. (London time) on the business day following the date of the relevant dealing.
If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a paper offeror, they will be deemed to be a single person for the purpose of Rule 8.3 of the Code.
Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4 of the Code).
Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Takeover Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. You should contact the Panel's Market Surveillance Unit on +44 (0) 20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.