DVO.L Regulatory News (DVO)

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION

FOR IMMEDIATE RELEASE

13 January 2023

RECOMMENDED CASH ACQUISITION

of

DEVRO PLC ("Devro")

by

SARIA NEDERLAND B.V. ("Bidco")

an indirect subsidiary undertaking of SARIA SE & CO. KG

to be effected by way of a scheme of arrangement under Part 26 of the Companies Act 2006

Publication of the Scheme Document

On 25 November 2022, the boards of Devro and Bidco announced that they had reached agreement on the terms of a recommended cash acquisition under which Bidco will acquire the entire issued and to be issued ordinary share capital of Devro (the "Acquisition").

The Acquisition will be implemented by way of a Court-sanctioned scheme of arrangement between Devro and Scheme Shareholders under Part 26 of the Companies Act (the "Scheme").

The boards of Devro and Bidco are pleased to announce that the scheme document in relation to the Scheme (the "Scheme Document"), together with the associated Forms of Proxy, is today being published and posted to Devro Shareholders and, for information only, to persons with information rights. The Scheme Document contains, amongst other things, the full terms and conditions of the Acquisition, a letter from the Chairman of Devro, an explanatory statement pursuant to section 897 of the Companies Act, an expected timetable of principal events, notices of the Court Meeting and General Meeting and details of the actions to be taken by Devro Shareholders entitled to vote at the Court Meeting and General Meeting.

The Devro Directors, who have been so advised by Lazard & Co., Limited ("Lazard") as to the financial terms of the Acquisition, consider the terms of the Acquisition to be fair and reasonable. In providing its advice to the Devro Directors, Lazard has taken into account the commercial assessments of Devro Directors.

Accordingly, the Devro Directors unanimously recommend that Devro Shareholders vote or procure votes in favour of the Scheme at the Court Meeting and to vote or procure votes in favour of the Devro Resolution to be proposed at the General Meeting as those Devro Directors who hold Devro Shares have each irrevocably undertaken to do (or procure to be done), in respect of their own beneficial holdings totalling 392,346 Devro Shares, in aggregate representing approximately 0.2 per cent. of the ordinary share capital of Devro in issue as at the Latest Practicable Date.

Capitalised terms in this announcement, unless otherwise defined, have the meaning given to them in the Scheme Document. All references in this announcement to times are to times in London, United Kingdom (unless otherwise stated).

Notices of Devro Shareholder Meetings

The Court Meeting and the General Meeting will each be held at The Westerwood Hotel, St Andrews Drive, Cumbernauld, G68 0EW on 16 February 2023. The Court Meeting will start at 10.45 a.m. (unless postponed or adjourned) and the General Meeting will start at 11.00 a.m. (or as soon thereafter as the Court Meeting is concluded). Notices of the Court Meeting and the General Meeting are set out in the Scheme Document.

As further detailed in the Scheme Document, to become Effective, the Scheme will require, among other things, the approval of Devro Shareholders at the Court Meeting and the passing of the Scheme Resolution at the General Meeting.

It is important that, for the Court Meeting in particular, as many votes as possible are cast so that the Court may be satisfied that there is a fair and reasonable representation of Scheme Shareholders' opinion. Devro Shareholders are therefore strongly urged to complete, sign and return the Forms of Proxy (once received), or appoint a proxy through the CREST electronic proxy appointment service (as appropriate), for the Court Meeting and/or General Meeting (where entitled to do so), as soon as possible.

The Scheme can only become Effective if all Conditions to the Scheme, including shareholder approvals and the sanction of the Court, have been satisfied (unless, where applicable, the relevant Condition is waived). The Scheme will become Effective upon a copy of the Court Order being delivered to the Registrar of Companies for registration. Subject to the sanction of the Scheme by the Court and subject to the satisfaction (or, where applicable, waiver) of the Conditions, this is expected to occur before the end of Q3 2023.

The Devro Board may, however, decide to postpone or adjourn the Court Meeting and the General Meeting to a later date if the necessary regulatory approvals to implement the Acquisition have not been obtained at that time in order to allow Devro Shareholders to have greater clarity around those processes at the time of voting. If that is the case, then an appropriate announcement will be made at the relevant time.

Expected Timetable of Principal Events

The Scheme Document contains an expected timetable of principal events relating to the Scheme, which is also set out in the appendix to this announcement.

Publication of the Scheme Document

A copy of the Scheme Document and the documents required to be published by Rule 26 of the Takeover Code will be made available, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on Devro's website at www.devro.com and on Bidco's website at https://saria.com/announcement/, and in any event by no later than 12.00 noon on 16 January 2023. The Scheme Document will also be submitted to the National Storage Mechanism where it will be available at: https://data.fca.org.uk/#/nsm/nationalstoragemechanism.

Information for Devro Shareholders

If you have any questions relating to this announcement or the completion and return of your Forms of Proxy, please contact Computershare between 8.30 a.m. and 5.30 p.m. Monday to Friday (except UK public holidays) on 0370 889 4050 from within the UK (or on +44 370 889 4050 if calling from outside the UK). Calls to the helpline from outside the UK will be charged at applicable international rates. Different charges may apply to calls from mobile telephones and calls may be recorded and randomly monitored for security and training purposes. Please note that Computershare cannot provide advice on the merits of the Acquisition or give any financial, legal or tax advice.

Clifford Chance LLP is acting as legal adviser to Devro, and Shepherd and Wedderburn is providing legal advice to Devro on matters of Scots law. Travers Smith LLP is acting as legal adviser to Bidco.

Important notices

Lazard which is authorised and regulated in the United Kingdom by the Financial Conduct Authority (the "FCA"), is acting exclusively as financial adviser to Devro and no one else in connection with the Acquisition and will not be responsible to anyone other than Devro for providing the protections afforded to clients of Lazard nor for providing advice in relation to the Acquisition or any other matters referred to in this announcement. Neither Lazard nor any of its affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Lazard in connection with this announcement, any statement contained herein or otherwise.

Numis Securities Limited ("Numis"), which is authorised and regulated in the United Kingdom by the FCA, is acting exclusively as Corporate Broker for Devro and no one else in connection with the Acquisition and will not be responsible to anyone other than Devro for providing the protections afforded to clients of Numis nor for providing advice in relation to the Acquisition or any other matter referred to in this announcement. Neither Numis nor any of its group undertakings or affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Numis in connection with the possible offer or any matter referred to herein.

J.P. Morgan Securities plc, which conducts its UK investment banking business as J.P. Morgan Cazenove ("J.P. Morgan Cazenove") is authorised in the United Kingdom by the Prudential Regulation Authority (the "PRA") and regulated in the United Kingdom by the PRA and the FCA. J.P. Morgan Cazenove is acting as financial adviser exclusively to Bidco and no one else in connection with the Acquisition and will not be responsible to anyone other than Bidco for providing the protections afforded to clients of J.P. Morgan Cazenove or its affiliates, nor for providing advice in relation to any matter referred to herein.

PricewaterhouseCoopers LLP ("PwC"), which is authorised and regulated in the United Kingdom by the FCA, is acting as financial adviser to Bidco and for no one else in connection with the Acquisition in such capacity and will not be responsible to anyone in such capacity other than Bidco for providing the protections afforded to its clients nor for providing advice in relation to the Acquisition, the contents of this announcement or any other matters referred to in this announcement.

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 Acquisition or otherwise. The Acquisition will be made solely through the Scheme Document and the accompanying Forms of Proxy (or by any other document by which the Acquisition is made), which will together contain the full terms and conditions of the Acquisition and the Scheme, including details of how to vote in respect of the Acquisition and the Scheme. Any decision in respect of, or other response to, the Acquisition should be made only on the basis of the information contained in the Scheme Document or any document by which the Acquisition is made.

In accordance with normal UK practice, Bidco or its nominees, or its brokers (acting as agents), may from time to time make certain purchases of, or arrangements to purchase Devro Shares, other than pursuant to the Acquisition, until the date on which the Scheme (or Takeover Offer, if applicable) 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 and will be reported to a regulatory information service and will be available on the London Stock Exchange website at www.londonstockexchange.com

Overseas shareholders

The release, publication or distribution of this announcement in jurisdictions other than the United Kingdom may be restricted by the laws of those jurisdictions and therefore persons into whose possession this announcement comes should inform themselves about and observe such restrictions. Any 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 Acquisition disclaim any responsibility or liability for the violation of such restrictions by any person.

Unless otherwise determined by Bidco and Devro or required by the Takeover Code, and permitted by applicable law and regulation, the Acquisition will 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, copies of this announcement and all documents relating to the Acquisition are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction, and persons receiving this announcement and all other documents relating to the Acquisition (including custodians, nominees and trustees) must not mail or otherwise distribute or send them in, into or from such jurisdictions where to do so would violate the laws in that jurisdiction.

The availability of the Acquisition to Devro Shareholders who are not resident in the United Kingdom may be affected by the laws of the relevant jurisdictions in which they are resident. Persons who are not resident in the United Kingdom, or who are subject to other jurisdictions, should inform themselves of, and observe, any applicable legal or regulatory requirements.

The Acquisition shall be subject to the applicable requirements of the Takeover Code, the Panel, the London Stock Exchange, the Financial Conduct Authority and the Listing Rules.

Additional information for US investors

Devro Shareholders in the United States should note that the Acquisition relates to the securities of a UK company and is proposed to be effected by means of a scheme of arrangement under Scots law. This announcement and certain other documents relating to the Acquisition have been or will be prepared in accordance with English law, Scots law, the Takeover Code and UK disclosure requirements, format and style, all of which differ from those in the United States. A transaction effected by means of a scheme of arrangement is not subject to the tender offer rules or the proxy solicitation rules under the US Exchange Act. Accordingly, the Acquisition is subject to the disclosure requirements of and practices applicable in the United Kingdom to schemes of arrangement, which differ from the disclosure requirements of the United States tender offer and proxy solicitation rules. If, in the future, Bidco exercises the right to implement the Acquisition by way of a Takeover Offer and determines to extend the offer into the United States, such Takeover Offer will be made in compliance with applicable United States laws and regulations, including any applicable exemptions under the US Exchange Act. Such Takeover Offer would be made in the United States by Bidco and no one else.

The financial information of Devro that is included in, or incorporated by reference into, this announcement or that may be included in this announcement, or any other documents relating to the Acquisition, have been or will be prepared in accordance with accounting standards applicable in the United Kingdom and thus may not be comparable to financial information of companies in the United States or other companies whose financial statements are prepared in accordance with US generally accepted accounting principles ("US GAAP"). US GAAP differs in certain significant respects from accounting standards applicable in the United Kingdom. None of the financial information in this announcement has been audited in accordance with auditing standards generally accepted in the United States or the auditing standards of the Public Company Accounting Oversight Board (United States).

The receipt of cash pursuant to the Acquisition by a US holder as consideration for the transfer of its Devro Shares pursuant to the Acquisition will likely be a taxable transaction for United States federal income tax purposes and under applicable United States state and local, as well as foreign and other, tax laws. Each Devro Shareholder is urged to consult its independent professional adviser immediately regarding the tax consequences of the Acquisition applicable to it including under applicable US state and local, as well as overseas and other, tax laws.

It may be difficult for US holders of Devro Shares to enforce their rights and any claims arising out of the US federal securities laws, since Bidco Parent, Bidco and Devro are located in countries other than the US, and some or all of their officers and directors may be residents of countries other than the US. US holders may not be able to sue a non-US company or its officers or directors in a non-US court for violations of US securities laws. Further, it may be difficult to compel a non-US company and its affiliates to subject themselves to a US court's judgement.

In the event that the Acquisition is implemented by way of a Takeover Offer, in accordance with and to the extent permitted by, the Takeover Code and normal UK market practice and J.P. Morgan Cazenove and its respective affiliates may continue to act as exempt principal traders or exempt market makers in Devro Shares on the London Stock Exchange and will engage in certain other purchasing activities consistent with its respective normal and usual practice and applicable law, as permitted by Rule 14e-5(b)(9) under the US Exchange Act. In addition, Bidco, certain affiliated companies, their advisers, and their nominees or brokers (acting as agents), may make certain purchases of, or arrangements to purchase, shares in Devro outside of the US, other than pursuant to the Acquisition, such as in open market purchases or privately negotiated purchases, 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 occur either in the open market at prevailing prices or in private transactions at negotiated prices and comply with applicable law, including the US Exchange Act. Any such purchases by Bidco or its affiliated companies will not be made at prices higher than the price of the Acquisition provided in this announcement unless the price of the Acquisition is increased accordingly. Any information about such purchases or arrangements to purchase will be disclosed as required in the United Kingdom, will be reported to a Regulatory Information Service and will be available on the London Stock Exchange website at www.londonstockexchange.com. To the extent that such information is required to be publicly disclosed in the United Kingdom in accordance with applicable regulatory requirements, this information will, as applicable, also be publicly disclosed in the United States.

Neither the United States Securities and Exchange Commission nor any US state securities commission nor any other US regulatory authority has approved or disapproved the Acquisition, passed any opinion upon the merits or fairness of the Acquisition or passed any opinion upon the accuracy, adequacy or completeness of this announcement (nor will it do so in respect of this announcement). Any representation to the contrary is a criminal offence in the United States.

Right to switch to a Takeover Offer

Bidco reserves the right to elect, with the consent of the Panel and subject to the terms of the Cooperation Agreement, to implement the Acquisition by way of a Takeover Offer as an alternative to the Scheme. In such event, such Takeover Offer will be implemented on substantially the same terms and conditions, so far as applicable, as those which would apply to the Scheme subject to appropriate amendments to reflect the change of method of effecting the Takeover Offer and the terms of the Cooperation Agreement.

Dealing and opening position disclosure requirements

Under Rule 8.3(a) of the Takeover Code, any person who is interested in 1 per cent. 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 p.m. on the 10th Business Day following the commencement of the offer period and, if appropriate, by no later than 3.30 p.m. 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 Takeover Code, any person who is, or becomes, interested in 1 per cent. 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 p.m. 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.

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 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.

General

If you are in any doubt about the contents of this announcement or the action you should take, you are recommended to seek your own independent financial advice immediately from your stockbroker, bank manager, solicitor or independent financial adviser duly authorised under the Financial Services and Markets Act 2000 (as amended) if you are resident in the United Kingdom or, if not, from another appropriate authorised independent financial adviser.

APPENDIX

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

All times and dates are indicative only and will depend, among other things, on the date upon which the Court sanctions the Scheme and the date on which the Conditions are satisfied or, if capable of waiver, waived. The timetable is also dependent on the date on which the Court Order sanctioning the Scheme is delivered to the Registrar of Companies. Devro will give notice of the change(s) by issuing an announcement through a Regulatory Information Service and, if required by the Panel, post notice of the change(s) to Devro Shareholders and persons with information rights. Copies of any such announcements will be made available on Devro's website at www.devro.com/investors/recommended-offer-for-devro/.

(1) The Permitted Dividend is due to be paid on 13 January 2023 to those Devro Shareholders who were on Devro's register of members at 6.00 p.m. on 2 December 2022.

(2) It is requested that BLUE Forms of Proxy for the Court Meeting be lodged before 10.45 a.m. on 14 February 2023 or, if the Court Meeting is postponed or adjourned, not later than 48 hours before the time appointed for the holding of the postponed or adjourned meeting. However, BLUE Forms of Proxy not so lodged may be handed to the Chair of the Court Meeting before the start of that meeting.

(3) WHITE Forms of Proxy for the General Meeting must be lodged before 11.00 a.m. on 14 February 2023 in order for it to be valid or, if the General Meeting is postponed or adjourned, not later than 48 hours before the time appointed for the holding of the postponed or adjourned meeting. WHITE Forms of Proxy cannot be handed to the Chair of the General Meeting at that meeting.

(4) If either of the Devro Shareholder Meetings are postponed or adjourned, the Voting Record Time will be 6.00 p.m. on the date which is 48 hours (excluding any part of a day that is not a working day) before the time fixed for any such postponed or adjourned meeting.

(5) Or as soon thereafter as the Court Meeting has been concluded or adjourned.

(6) The dates and times given are indicative only and are based on current expectations and are subject to change (including as a result of changes to the regulatory timetable). If any of the times and/or dates above change, the revised times and/or dates will be notified to Devro Shareholders by announcement through a Regulatory Information Service.

(7) Following sanction of the Scheme by the Court, the Scheme will become Effective in accordance with its terms upon a copy of the Court Order being delivered to the Registrar of Companies. This is presently expected to occur within one Business Day of receipt of the Court Order, subject to satisfaction or (where capable of waiver), waiver of the Conditions.

(8) This date may be extended to such date as Devro and Bidco may (with the consent of the Panel and, if required, the consent of the Court) agree.