Bioquell Regulatory News (BQE)

For immediate release

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

18 December 2018

RECOMMENDED CASH OFFER

for

Bioquell PLC

by

Ecolab U.S. 2 Inc. ("Ecolab Offeror"), a wholly-owned subsidiary of Ecolab Inc. ("Ecolab") 

Publication of Scheme Document

On 30 November 2018, the boards of Bioquell and Ecolab announced that they had reached agreement on the terms of a recommended cash acquisition by which the entire issued and to be issued ordinary share capital of Bioquell will be acquired by Ecolab Offeror (the "Acquisition"). The Acquisition is to be effected by means of a Court approved scheme of arrangement under Part 26 of the Companies Act 2006 (the "Scheme").

Bioquell is pleased to announce that the scheme document containing the full terms and conditions of the Acquisition (the "Scheme Document"), together with the related Forms of Proxy, is being published today and sent to Bioquell Shareholders and, for information only, to persons with information rights.

The Scheme Document, which sets out amongst other things, a letter from the Chairman of Bioquell, the full terms and conditions of the Scheme, an explanatory statement pursuant to section 897 of the Companies Act 2006, an indicative timetable of principal events, notices of the required meetings and details of the action to be taken by Bioquell Shareholders, will be made available on Bioquell's website at http://www.bioquellplc.com/investors/. Copies of the Scheme Document have been submitted to the National Storage Mechanism and will shortly be available for inspection at: http://www.morningstar.co.uk/uk/NSM.

Unless otherwise defined, all capitalised terms in this announcement shall have the meaning given to them in the Scheme Document.

The Bioquell Directors, who have been so advised by N+1 Singer as to the financial terms of the Acquisition, consider the terms of the Acquisition to be fair and reasonable. In providing their advice to the Bioquell Directors, N+1 Singer has taken into account the commercial assessments of the Bioquell Directors. N+1 Singer is providing independent financial advice to the Bioquell Directors for the purposes of Rule 3 of the Takeover Code.

The Bioquell Directors consider the Acquisition to be in the best interests of the Bioquell Shareholders taken as a whole. Accordingly, the Bioquell Directors unanimously recommend that Bioquell Shareholders vote or procure votes in favour of the Scheme at the Court Meeting and the Resolution relating to the Acquisition to be proposed at the General Meeting, as each of those Bioquell Directors holding or controlling Bioquell Shares has irrevocably undertaken to do in respect of their own beneficial holdings of Bioquell Shares (or, in the case of Christopher Mills, those Bioquell Shares held by entities connected with him), being a total of 6,858,046 Bioquell Shares representing, in aggregate, approximately 30.68 per cent. of Bioquell's issued share capital on 17 December 2018, being the latest practicable date prior to publication of this announcement.

Notices of Court Meeting and General Meeting

As described in the Scheme Document, to become effective the Scheme will require, amongst other things, the approval of Bioquell Shareholders at the Court Meeting, the passing of the Resolution at the General Meeting and the subsequent sanction of the Court. The Scheme is also subject to the satisfaction or waiver of the Conditions and further terms that are set out in the Scheme Document.

Notices of the Court Meeting and the General Meeting, which will be held at BDB Pitmans LLP, 50 Broadway, London SW1H 0BL on 10 January 2019, are set out in the Scheme Document. The Court Meeting will commence at 10.00 a.m. (London time) and the General Meeting at 10.15 a.m. (London time) (or, if later, as soon as the Court Meeting has concluded or been adjourned).

Timetable

The Scheme Document contains an expected timetable of principal events relating to the Scheme, which is also attached as an Appendix to this Announcement. Subject to obtaining the approval of Bioquell Shareholders at the Court Meeting and the General Meeting, the sanction of the Court and the satisfaction or, where applicable, waiver of the other Conditions (as set out in part 3 of the Scheme Document), the Scheme is expected to become effective on 16 January 2019.

If any of the key dates set out in the expected timetable change, an announcement will be made through a Regulatory Information Service and any such announcement will be made available on Bioquell's website at http://www.bioquellplc.com/investors/.

If the Scheme is approved as outlined above, it is expected that trading in Bioquell Shares on the London Stock Exchange's main market for listed securities will be suspended at 6.00p.m. on the Business Day prior to the Effective Date. It is intended that, following the Effective Date, the London Stock Exchange and the Financial Conduct Authority will be requested respectively to cancel trading in Bioquell Shares on the London Stock Exchange's main market for listed securities and to remove the listing of the Bioquell Shares from the Official List, in each case on or shortly after the Effective Date.

IMPORTANT NOTICES

N+1 Singer, which is authorised and regulated in the UK by the Financial Conduct Authority, is acting exclusively for Bioquell and no one else in connection with the matters set out in this announcement. In connection with such matters, N+1 Singer will not regard any other person as their client, nor will they be responsible to any other person for providing the protections afforded to clients of N+1 Singer or for providing advice in relation to any matter referred to herein.

Neither N+1 Singer nor any of its subsidiaries, affiliates or branches owes or accepts any duty, liability or responsibility whatsoever (whether direct, indirect, consequential, whether in contract, in tort, under statute or otherwise) to any person who is not a client in connection with this announcement, any statement contained herein or otherwise.

BGL, which is a registered broker dealer with the Securities and Exchange Commission, the Financial Industry Regulatory Authority, the State of Ohio Division of Securities and the Illinois Securities Department in the US, is acting as financial adviser to Bioquell in connection with the matters set out in this announcement.

Neither BGL nor any of its subsidiaries, affiliates or branches owes or accepts any duty, liability or responsibility whatsoever (whether direct, indirect, consequential, whether in contract, in tort, under statute or otherwise) to any person who is not a client in connection with this announcement, any statement contained herein or otherwise.

EY, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, has been appointed by Ecolab and Ecolab Offeror to provide the cash confirmation statement in connection with the Offer and will not be acting for any other person or otherwise be responsible to any other person for providing the protections afforded to customers of EY. EY accordingly disclaims to the fullest extent permissible by law all and any liability to any person who is not a client of EY whether in tort, contract or otherwise.

This announcement is for information purposes only and is not intended to, and does not constitute, or form part of any offer, invitation, inducement or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of or exercise rights in respect of any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Offer or otherwise. The Offer will be made solely through the Scheme Document and the accompanying Forms of Proxy (or by any other document by which the Offer is made), which will together contain the full terms and conditions of the Offer, including details of how to vote in favour of or accept the Offer. Any decision in respect of, or other response to, the Offer should be made only on the basis of the information contained in the Scheme Document or any document by which the Offer is made.

Overseas Shareholders

The availability of the Offer to Overseas Shareholders and the distribution of this announcement in, into or from jurisdictions other than the United Kingdom may be restricted by law. Persons who are not resident in the United Kingdom or who are subject to other jurisdictions should inform themselves of, and observe, any applicable restrictions. 

The Offer relates to shares of a United Kingdom company and is proposed to be effected by means of a scheme of arrangement under the laws of England and Wales. A transaction effected by means of a scheme of arrangement is not subject to the proxy solicitation or tender offer rules under the US Exchange Act. Accordingly, the Scheme is subject to the disclosure requirements, rules and practices applicable in the United Kingdom to schemes of arrangement, which differ from the requirements of the US proxy solicitation and tender offer rules and the laws of other jurisdictions outside the United Kingdom.

Ecolab Offeror reserves the right to elect, with the consent of the Panel, to implement the Offer by way of a Takeover Offer. In such event, the Takeover Offer will be made in compliance with all applicable laws and regulations, including the United States tender offer rules, to the extent applicable. Such Takeover Offer would be made in the United States by Ecolab Offeror and no one else. In addition to such Takeover Offer, Ecolab Offeror, certain affiliated companies and the nominees or brokers (acting as agents) may make certain purchases of, or arrangements to purchase, Ordinary Shares outside such Takeover Offer during the period in which such Takeover Offer would remain open for acceptance. 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.

Unless otherwise determined by Ecolab Offeror or required by the Takeover Code, and permitted by applicable law and regulation, the Offer shall 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 and no person may vote in favour of the Scheme by any such use, means, instrumentality or form within a Restricted Jurisdiction or any other jurisdiction if to do so would constitute a violation of the laws of that jurisdiction. Accordingly, any person (including without limitation, nominees, trustees and custodians) who would, or otherwise intends to, forward this announcement, the Scheme Document or any accompanying document to any jurisdiction outside the United Kingdom should refrain from doing so and seek appropriate professional advice before taking any action. If any Overseas Shareholder remains in any doubt, it should consult an appropriate independent professional adviser in its relevant jurisdiction without delay. In particular, the ability of persons who are not resident in the United Kingdom to vote their Scheme Shares at the Court Meeting or their Ordinary Shares at the General Meeting or to execute and deliver Forms of Proxy appointing another to vote their Scheme Shares in respect of the Court Meeting or their Ordinary Shares in respect of the General Meeting on their behalf, may be affected by the laws of the relevant jurisdiction in which they are located.

Failure to comply with any such restrictions may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in the Offer disclaim any responsibility or liability for the violation of such restrictions by any person. 

This announcement has been prepared for the purposes of complying with the law of England and Wales and the Takeover 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.

This announcement is not intended to, and does not, 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.

Forward-Looking Statements

This announcement (including information incorporated by reference in this announcement) contains statements about Ecolab, Ecolab Offeror and Bioquell that are or may be forward-looking statements which are prospective in nature. All statements other than statements of historical facts may be forward-looking statements. Often, but not always, forward-looking statements can be identified by the use of forward-looking words such as "targets", "plans", "believes", "expects", "aims", "intends", "will", "should", "could", "would", "may", "anticipates", "estimates", "synergy", "cost-saving", "projects", "goal" or "strategy" or words or terms of similar substance or the negative thereof. 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 Ecolab, Ecolab Offeror's or Bioquell's operations and potential synergies resulting from the Offer; and (iii) the effects of government regulation on Ecolab, Ecolab Offeror's or Bioquell's business.

These forward-looking statements are not guarantees of future performance. 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 could cause actual results to differ materially from those projected or implied in any forward-looking statements. Due to such uncertainties and risks, readers are cautioned not to place undue reliance on such forward-looking statements, which speak only as of the date of this announcement. All subsequent oral or written forward-looking statements attributable to Ecolab, Ecolab Offeror or Bioquell or any of their respective members, directors, officers or employees or any persons acting on their behalf are expressly qualified in their entirety by the cautionary statement above. Ecolab, Ecolab Offeror and Bioquell disclaim any obligation to update any forward-looking or other statements contained in this announcement, except as required by applicable law.

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 share for Ecolab or Bioquell, as appropriate, for the current or future financial years would necessarily match or exceed the historical published earnings or earnings per share for Ecolab or Bioquell, as appropriate.

Dealing disclosure requirements of the Takeover Code

Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of any class of relevant securities of an offeree company or of any securities exchange 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 securities exchange 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 securities exchange 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 pm (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (London time) on the 10th business day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange 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 1% or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange 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 securities exchange offeror(s), 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 pm (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 securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3. 2

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).

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.

Publication on website and availability of hard copies

A copy of this announcement will be available free of charge (subject to any applicable restrictions with respect to persons resident in Restricted Jurisdictions) on Bioquell's website and Ecolab's website (http://www.bioquellplc.com/investors and https://investor.ecolab.com respectively) by no later than 12 noon on 19 December 2018.

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.

You may request a hard copy of this announcement (and any information incorporated by reference in this announcement), free of charge, by contacting Link Asset Services during business hours on 0871 664 0300 within the United Kingdom or on +44 (0) 371 664 0300 from overseas or by submitting a request in writing to shareholderenquiries@linkgroup.co.uk. Calls are charged at the standard geographic rate and will vary by provider. Calls outside the United Kingdom will be charged at the applicable international rate. Lines will be open between 9.00 am to 5.30 pm, Monday to Friday excluding public holidays in England and Wales. Unless you make such a request, a hard copy of this announcement and any such information incorporated by reference in it will not be sent to you. You may also request that all future documents, announcements and information to be sent to you in relation to the Offer be in hard copy form. 

APPENDIX

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

The following indicative timetable sets out the expected dates for implementation of the Scheme. All times shown are London times. All dates and times are based on Ecolab Offeror's and Bioquell's current expectations and are subject to change. If any of the dates and / or times in this expected timetable change, the revised dates and / or times will be notified through a Regulatory Information Service, with such announcement being made available on Bioquell's website at www.bioquellplc.com/investors.

1 The BLUE Form of Proxy for the Court Meeting should be received by Link Asset Services before 10.00 a.m. on 8 January 2019, or, if the Court Meeting is adjourned, not later than 48 hours before the time fixed for the holding of the adjourned meeting. BLUE Forms of Proxy not so received may be handed to the Chairman of the Court Meeting before the taking of the poll at the Court Meeting.

2 The YELLOW Form of Proxy for the General Meeting must be lodged at Link Asset Services before 10.15 a.m. on 8 January 2019 in order for it to be valid, or, if the General Meeting is adjourned, not later than 48 hours before the time fixed for the holding of the adjourned meeting. The YELLOW Form of Proxy cannot be handed to the Chairman of the General Meeting at the General Meeting.

3 If a Shareholder Meeting is adjourned, only those Scheme Shareholders (in the case of the Court Meeting) and Bioquell Shareholders (in the case of the General Meeting) on the register of members of Bioquell at 6.00 p.m. on the day which is two days before the adjourned meeting will be entitled to attend and vote.

4 To commence at the time fixed or, if later, immediately after the conclusion or adjournment of the Court Meeting.

5 The Court Hearing to sanction the Scheme is expected to be held on 14 January 2019. Bioquell will give adequate notice of the date and time of the Court Hearing, once known, by issuing an announcement through a Regulatory Information Service.

6 This is the last date by which the Scheme must be implemented unless Ecolab Offeror and Bioquell, with the prior consent of the Panel and, if required, the approval of the Court, agree in writing a later date.