CLL.L Regulatory News (CLL)

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 OR REGULATIONS OF THAT JURISDICTION

FOR IMMEDIATE RELEASE

9 July 2020

RECOMMENDED CASH OFFER

for

CELLO HEALTH PLC

by

PHARMA VALUE DEMONSTRATION BIDCO LIMITED

a newly incorporated company wholly owned by Value Demonstration UK Holdings Limited, a company backed by Arsenal Capital Partners V LP and Arsenal Capital Partners V-B LP

Update on letters of intent

On 1 July 2020, the boards of Pharma Value Demonstration Bidco Limited ("Bidco") and Cello Health plc ("Cello") announced that they had reached agreement on the terms of a recommended all cash offer for the entire issued and to be issued share capital of Cello (the "Acquisition") to be made by Bidco.

The terms and conditions of the Acquisition were set out in the announcement on 1 July 2020 (the "Recommended Offer Announcement").

In accordance with Rule 2.10 of the Takeover Code, Bidco announced on 9 July 2020 that it had received irrevocable undertakings or letters of intent in respect of a total of 44,693,653 Cello Shares, representing approximately 41.9 per cent. of the issued share capital of Cello as at 8 July 2020, to vote in favour of the Scheme at the Court Meeting and the resolutions relating to the Acquisition at the Cello General Meeting.

Bidco became aware on 9 July 2020 that on 8 July 2020, Kabouter Management, LLC disposed of 7,013,546 Cello Shares which were the subject of a letter of intent, representing approximately 6.6 per cent. of the existing issued share capital of Cello. As a result, with effect from such disposal, Bidco has received letters of intent in respect of an aggregate of 5,491,016 Cello Shares, representing approximately 5.1 per cent. of the existing issued share capital of Cello.

Therefore, Bidco has received irrevocable undertakings or letters of intent in respect of a total of 37,680,107 Cello Shares representing approximately 35.3% per cent. of the existing issued share capital of Cello to vote in favour of the Scheme at the Court Meeting and the resolutions relating to the Acquisition at the Cello General Meeting.

Notes

Appendix III of the Recommended Offer Announcement contains a summary of the irrevocable undertakings and letters of intent received by Bidco in relation to the Acquisition as at the time at which the Recommended Offer Announcement was made. Copies of the irrevocable undertakings and letters of intent referred to in this announcement are available at www.cellohealthplc.com and www.pharma-value-demonstration.com. Capitalised terms used in this announcement shall have the meanings given to them in the Recommended Offer Announcement.

IMPORTANT NOTES

Rothschild & Co, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for Arsenal and Bidco and for no one else in connection with the matters set out 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 Arsenal and Bidco for providing the protections afforded to its clients or for providing advice in relation to the Acquisition or any other matter or arrangement referred to in this announcement.

Overseas jurisdictions

The release, publication or distribution of this announcement in, and the availability of the Acquisition to persons who are residents, citizens or nationals of, jurisdictions other than the United Kingdom may be restricted by laws and/or regulations of those jurisdictions. Therefore any persons who are subject to the laws and regulations of any jurisdiction other than the United Kingdom should inform themselves about and observe any applicable requirements in their jurisdiction. Any failure to comply with the applicable requirements may constitute a violation of the laws and/or regulations of any such jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in the Acquisition disclaim any responsibility and liability for the violation of such restrictions by any person.

In particular, the ability of Overseas Shareholders to vote their Cello Shares at the Court Meeting and/or the Cello General Meeting, or to execute and deliver Forms of Proxy appointing another to vote their Cello Shares in respect of the Court Meeting and/or the Cello General Meeting on their behalf, may be affected by the laws of the relevant jurisdiction in which they are located. Copies of this announcement, the Scheme Document, the accompanying Forms of Proxy and any other formal documentation relating to the Acquisition and the Scheme are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in or into or from any Restricted Jurisdiction and persons receiving such documents (including custodians, nominees and trustees) must not mail or otherwise forward, distribute or send it in or into or from any Restricted Jurisdiction.

Unless otherwise permitted by applicable law and regulation, the Acquisition may not be made, directly or indirectly, in or into, or by the use of mails or any means or instrumentality (including, but not limited to, facsimile, e-mail or other electronic transmission, telex or telephone) of interstate or foreign commerce of, or of any facility of a national, state or other securities exchange of any Restricted Jurisdiction and the Acquisition may not be capable of acceptance by any such use, means, instrumentality or facilities.

The Acquisition relates to the shares of a UK company and is proposed to be made by means of a scheme of arrangement provided for 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 U.S. Securities Exchange Act of 1934, as amended (the "Exchange Act"). Accordingly, the Acquisition will be subject to the disclosure requirements and practices applicable in the UK and under the Code to schemes of arrangement, which differ from the disclosure requirements and practices of the U.S. proxy solicitation and tender offer rules. Neither the U.S. Securities and Exchange Commission (the "SEC"), nor any securities commission of any state of the United States, has approved the Acquisition, passed upon the fairness of the Acquisition or passed upon the adequacy or accuracy of this document. Any representation to the contrary is a criminal offence in the United States. Financial information included in the relevant documentation has been or will have been prepared in accordance with accounting standards applicable in the UK that may not be comparable to financial information of U.S. companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the United States.

However, if Bidco were to elect to implement the Acquisition by means of a Takeover Offer and determines to extend such Takeover Offer into the United States, such Takeover Offer shall be made in compliance with all applicable laws and regulations, including, if applicable and if an exemption is not available, the U.S. tender offer rules. Such Takeover Offer would be made in the United States by Bidco and no one else.

In accordance with normal UK practice, Bidco, certain affiliated companies and its nominees or brokers (acting as agents) may from time to time make certain purchases of, or arrangements to purchase, shares in Cello outside of the United States, other than pursuant to the Acquisition, until the date on which the Acquisition and/or Scheme becomes effective, lapses or is otherwise withdrawn. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. Any information about such purchases will be disclosed as required in the UK, will be reported to a Regulatory Information Service and will be available on the London Stock Exchange website. If such purchases or arrangements to purchase are made they would be made outside the United States in compliance with applicable law, including the Exchange Act.

It may be difficult for U.S. holders of Cello Shares to enforce their rights and any claim arising out of the U.S. federal securities laws, because Cello and Bidco are located in a non-U.S. country, and some or all of their officers and directors may be residents of a non-U.S. country. U.S. holders of Cello Shares may not be able to sue a non-U.S. company or its officers or directors in a non-U.S. court for violations of the U.S. securities laws. Further, it may be difficult to compel a non-U.S. company and its affiliates to subject themselves to a U.S. court's judgment.

U.S. Cello Shareholders are urged to consult with legal, tax and financial advisers in connection with making a decision regarding the Acquisition.

Publication on a website

In accordance with Rule 26.1 of the Code, a copy of this announcement will be available (subject to certain restrictions relating to persons resident in Restricted Jurisdictions) at www.cellohealthplc.com and www.pharma-value-demonstration.com by no later than 12 noon (London time) on the Business Day following this announcement.

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.