Last checked at 7 Aug 2018 08:23
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY (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
THIS IS AN ANNOUNCEMENT FALLING UNDER RULE 2.8 OF THE CITY CODE ON TAKEOVERS AND MERGERS (THE "CODE")
This announcement contains inside information
For immediate release | 7 August 2018 |
Consort Medical plc
("Consort" or the "Company")
No Intention to Bid Statement
Consort announces that it is not intending to make an offer for Carclo plc ("Carclo")
On 23 July 2018, Carclo announced that Consort had submitted a revised proposal on 13 July 2018 regarding the potential all-share acquisition of Carclo by Consort (the "Proposed Transaction") and that discussions concerning that proposal were ongoing. Further to meetings between Consort and Carclo, and after careful consideration, the Board of Consort has determined that the Proposed Transaction would not deliver the required benefits in a reasonable timeframe and it is therefore not in the interests of its shareholders to continue with a non-binding proposal for Carclo.
Accordingly, Consort confirms that it does not intend to make an offer for Carclo and is consequently, except with the consent of the Panel, bound by the restrictions set out under Rule 2.8 of the Code applicable during the period of six months from the date of this announcement.
Enquiries:
Consort Medical plc | +44 (0) 1442 867 920 | |
Jonathan Glenn - Chief Executive Officer | ||
Paul Hayes - Chief Financial Officer | ||
Evercore (Financial Adviser to Consort) |
+44 (0) 20 7653 6000 | |
Julian Oakley Alan Beirne | ||
Investec Bank plc (Joint Corporate Broker to Consort) |
+44 (0) 20 7597 5970 | |
Gary Clarence Carlton Nelson | ||
RBC Capital Markets (Joint Corporate Broker to Consort) |
+44 (0) 20 7653 4000 | |
Marcus Jackson Elliot Thomas | ||
FTI Consulting |
+44 (0) 20 3727 1000 | |
Ben Atwell Simon Conway |
In accordance with Rule 26.1 of the Code, a copy of this announcement will be available at www.consortmedical.com by not later than 12 noon on 8 August 2018. The content of the website referred to in this announcement is not incorporated into and does not form part of this announcement.
This announcement is not intended to, and does not, constitute, represent or form part of any offer, invitation or solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities whether pursuant to this announcement or otherwise.
The distribution of this announcement in jurisdictions outside the United Kingdom may be restricted by law or regulation and therefore any person who comes into possession of this announcement should inform themselves about, and comply with, such restrictions. Any failure to comply with such restrictions may constitute a violation of the securities laws or regulations of any such relevant jurisdiction.
Important Notice
Evercore Partners International LLP ("Evercore"), which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting as financial adviser exclusively for Consort Medical plc and no one else in connection with the matters referred to in this announcement and will not regard any other person as its client in relation to the matters referred to in this announcement and will not be responsible to anyone other than Consort Medical plc for providing the protections afforded to clients of Evercore, nor for providing advice in relation to the matters referred to in this announcement. 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 or in tort, under statute or otherwise) to any person who is not a client of Evercore in connection with this announcement, any statement contained therein or otherwise.
Investec Bank plc, which is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority in the United Kingdom, is acting exclusively for Consort Medical plc and no one else in connection with the subject matter of this announcement and will not be responsible to anyone other than Consort Medical plc for providing the protections afforded to its clients or for providing advice in connection with the subject matter of this announcement.
RBC Europe Limited ("RBC Capital Markets"), which is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority in the United Kingdom, is acting exclusively for Consort Medical plc and for no one else in connection with the subject matter of this announcement and will not be responsible to anyone other than Consort Medical plc for providing the protections afforded to its clients or for providing advice in connection with the subject matter of this announcement.