13 Nov 2023 10:37
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 OR REGULATIONS OF THAT JURISDICTION.
For immediate release
13 November 2023
Recommended cash acquisition
of
Ergomed plc
By
Eden AcquisitionCo Limited
(a newly incorporated company controlled and indirectly wholly owned by funds advised by Permira Advisers LLP)
Scheme of Arrangement (the "Scheme") becomes Effective
On 4 September 2023, the boards of directors of Eden AcquisitionCo Limited ("Bidco") and Ergomed plc ("Ergomed" or the "Company") announced that they had reached an agreement on the terms of a recommended cash acquisition by Bidco for the entire issued and to be issued ordinary share capital of Ergomed (the "Acquisition"). The Boards of Ergomed and Bidco are pleased to announce that, further to the joint announcement by Ergomed and Bidco on 9 November 2023 that the Court had sanctioned the Scheme, the Court Order has been delivered to the Registrar of Companies today and accordingly the Scheme has now become effective in accordance with its terms and Ergomed is now a wholly owned subsidiary of Bidco.
Ergomed published a circular in relation to the Scheme dated 22 September 2023 (the "Scheme Document"). Defined terms used but not defined in this announcement have the meanings set out in the Scheme Document. All references to times in this announcement are to London time.
As previously advised, trading in Ergomed Shares on AIM was suspended with effect from 7.30 a.m. this morning, 13 November 2023. An application has been made to the London Stock Exchange in relation to the cancellation of the admission to trading of Ergomed Shares on AIM, which is expected to take place at 7.00 a.m. on 14 November 2023. As a result of the Scheme having become effective, share certificates in respect of Ergomed Shares will cease to be valid documents of title and entitlements to Ergomed Shares held in uncertificated form in CREST are being cancelled.
Under the terms of the Scheme, a Scheme Shareholder on the register of members of Ergomed at the Scheme Record Time, being 6.00 p.m. on 10 November 2023, will be entitled to receive 1,350 pence for each Scheme Share held, unless such Scheme Shareholder has elected for the Partial Securities Alternative, in which case he/she will receive 451 pence in cash and 1.0 Topco Unit for each Scheme Share held.
Partial Share Alternative
As set out in the Scheme Document, any fractional entitlements of an Ergomed Shareholder to Topco B Ordinary Shares and Topco B Preference Shares under the Partial Securities Alternative will be rounded down to the nearest whole number of Topco B Ordinary Shares and Topco B Preference Shares per Ergomed Shareholder. Fractional entitlements to Topco B Ordinary Shares and Topco B Preference Shares will not be allotted or issued to such Ergomed Shareholder but will be disregarded.
Settlement
Settlement of the cash consideration to which any Scheme Shareholder is entitled will be effected by way of the despatch of cheques or the crediting of CREST accounts (for Ergomed Shareholders holding Scheme Shares in certificated form and in uncertificated form respectively) as soon as practicable. The latest date for despatch of cheques and settlement of the cash consideration in relation to the Acquisition through CREST is 27 November 2023.
Certi?cates for the Topco Units will be despatched by ?rst class post (or by international post or airmail, if overseas) within 14 days of the Effective Date to the relevant Scheme Shareholders at the address appearing in the Ergomed register of members at the Scheme Record Time.
Resignation of Non-Executive Directors
Additionally, as a result of the Scheme becoming effective, John Dawson, Mark Enyedy, Llew Keltner and Anne Whitaker have resigned as Non-Executive Directors of Ergomed.
The Company is no longer in an "Offer Period" as defined in the Code and accordingly the dealing disclosure requirements previously notified to investors no longer apply.
Enquiries:
Ergomed +44 (0) 1483 307 920
Miroslav Reljanovi? (Executive Chairman)
Jonathan Curtain (Chief Financial Officer)
Keith Byrne (Senior Vice President, Capital Markets and Strategy)
Jefferies (Joint Financial Adviser to Ergomed) +44 (0) 20 7029 8000
Michael Gerardi
Matthew Miller
Paul Bundred
James Umbers
Deutsche Numis (Joint Financial Adviser, Nominated adviser and Joint Broker to Ergomed) +44 (0) 20 7260 1000
Freddie Barnfield
Stuart Ord
Alexander Kladov
Euan Brown
Peel Hunt (Joint Broker to Ergomed) +44 (0) 20 7418 8900
James Steel
John Welch
Dr Christopher Golden
Consilium Strategic Communications (PR adviser to Ergomed) +44 (0) 20 3709 5700
Chris Gardner
Matthew Neal
Rothschild & Co (financial adviser to Bidco and Permira) +44 (0) 20 7280 5000
Julian Hudson
Aashis Mehta
Andrew Davison
Headland Consultancy Limited (PR adviser to Permira) +44 (0) 20 3805 4822
Lucy Legh
Rob Walker
Charlie Twigg
Further information
This announcement is not intended to and does not constitute, or form part of, an offer, invitation or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any securities, or the solicitation of any vote or approval in any jurisdiction, pursuant to the Acquisition or otherwise, nor shall there be any sale, issuance or transfer of securities of Ergomed in any jurisdiction in contravention of applicable law. The Acquisition will be made solely by means of the Scheme Document (or, if the Acquisition is implemented by way of a Takeover Offer, any document by which the Takeover Offer is made), which will contain the full terms and conditions of the Acquisition including details of how to vote in respect of the Acquisition. Any vote in respect of the Scheme or other response in relation to the Acquisition should be made only on the basis on the information contained in the Scheme Document.
Please be aware that addresses, electronic addresses and certain other information provided by Ergomed Shareholders, persons with information rights and other relevant persons for the receipt of communications from Ergomed may be provided to Bidco during the Offer Period as required under Section 4 of Appendix 4 of the Code to comply with Rule 2.11(c).
N.M. Rothschild & Sons Limited ("Rothschild & Co"), which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting exclusively for Bidco and Permira and for no?one else in connection with the Acquisition and will not regard any other person as its client in relation to the Acquisition and will not be responsible to anyone other than Bidco and Permira for providing the protections afforded to clients of Rothschild & Co, nor for providing advice in relation to any matter referred to in this announcement.
Jefferies International Limited ("Jefferies"), which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting exclusively for Ergomed and 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 in this announcement and will not be responsible to anyone other than Ergomed for providing the protections afforded to clients of Jefferies nor for providing advice in relation to any matter referred to in this announcement or any transaction or arrangement referred to herein. Neither Jefferies 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 Jefferies in connection with this announcement, any statement contained herein, any transaction or arrangement referred to herein, or otherwise.
Numis Securities Limited ("Deutsche Numis") which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting exclusively for Ergomed and 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 in this announcement and will not be responsible to anyone other than Ergomed for providing the protections afforded to clients of Deutsche Numis nor for providing advice in relation to any matter referred to in this announcement or any transaction or arrangement referred to herein. Deutsche Numis is not responsible for the contents of this announcement. Neither Deutsche Numis 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 Deutsche Numis in connection with this announcement, any statement contained herein, any transaction or arrangement referred to herein, or otherwise.
Peel Hunt LLP ("Peel Hunt") which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting exclusively for Ergomed and 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 in this announcement and will not be responsible to anyone other than Ergomed for providing the protections afforded to clients of Peel Hunt nor for providing advice in relation to any matter referred to in this announcement or any transaction or arrangement referred to herein. Peel Hunt is not responsible for the contents of this announcement. Neither Peel Hunt 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 Peel Hunt in connection with this announcement, any statement contained herein, any transaction or arrangement referred to herein, or otherwise.
Overseas jurisdictions
The release, publication or distribution of this announcement in or into jurisdictions other than the UK or the United States may be restricted by law and therefore any persons who are subject to the law of any jurisdiction other than the UK or the United States should inform themselves about, and observe, any applicable legal or regulatory requirements. Any failure to comply with the applicable 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. This announcement has been prepared for the purposes of complying with English law and the 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.
Copies of this announcement and formal documentation relating to the Acquisition will not be and must not be, mailed or otherwise forwarded, distributed or sent in, into or from any Restricted Jurisdiction or any jurisdiction where to do so would violate the laws of that jurisdiction and persons receiving such documents (including custodians, nominees and trustees) must not mail or otherwise forward, distribute or send them in or into or from any Restricted Jurisdiction. Doing so may render invalid any related purported vote in respect of the Acquisition. If the Acquisition is implemented by way of Takeover Offer (unless otherwise permitted by applicable law or regulation), the Takeover Offer may not be made, directly or indirectly, in or into or by use of the mails or any other means or instrumentality (including, without limitation, facsimile, email or other electronic transmission, telex or telephone) of interstate or foreign commerce of, or any facility of a national, state or other securities exchange of any Restricted Jurisdiction and the Takeover Offer will not be capable of acceptance by any such use, means, instrumentality or facilities or from within any Restricted Jurisdiction.
Further details in relation to Overseas Shareholders are contained in the Scheme Document.
Additional information for US investors
The Acquisition is being made to acquire the securities of an English company by means of a scheme of arrangement provided for under English law. A transaction effected by means of a scheme of arrangement is not subject to the tender offer rules under the US Exchange Act. Accordingly, the Scheme will be subject to disclosure requirements and practices applicable in the UK to schemes of arrangement, which are different from the disclosure requirements of the US tender offer rules. The financial information included in this announcement and the Scheme documentation has been or will have been prepared in accordance with UK-adopted International Financial Reporting Standards and thus may not be comparable to financial information of US companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the US. If Bidco exercises its right to implement the acquisition of the Ergomed Shares by way of a Takeover Offer, such offer will be made in compliance with applicable US laws and regulations.
The receipt of cash pursuant to the Acquisition by a US holder as consideration for the transfer of its Scheme Shares pursuant to the Scheme 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 Ergomed Shareholder is urged to consult his independent professional adviser immediately regarding the tax consequences of the Acquisition applicable to them.
The Bidco loan notes and the Topco Units issued under the Partial Securities Alternative will not be registered under the US Securities Act of 1933 (the "Securities Act"). Bidco expects to issue the Bidco loan notes and Topco expects to issue the Topco Units in reliance upon the exemption from the registration requirements of the Securities Act provided by Section 3(a)(10) thereof. ("Section 3(a)(10)"). Section 3(a)(10) exempts securities issued in specified exchange transactions from the registration requirement under the Securities Act where, among other things, the fairness of the terms and conditions of the issuance and exchange of such securities have been approved by a court or governmental authority expressly authorised by law to grant such approval, after a hearing upon the fairness of the terms and conditions of the exchange at which all persons to whom the Bidco loan notes or Topco Units are proposed to be issued have the right to appear; and receive adequate and timely notice thereof.
The Bidco loan notes and the Topco Units that may be issued pursuant to the Acquisition have not been and will not be registered under the US Securities Act or under the relevant securities laws of any state or territory or other jurisdiction of the United States and will not be listed on any stock exchange. Neither the US Securities and Exchange Commission nor any US state securities commission has approved or disapproved of the Partial Securities Alternative or determined if the Scheme Document is accurate or complete. Any representation to the contrary is a criminal offence.
It may be difficult for US holders to enforce their rights and claims arising out of the US federal securities laws, since Bidco and Ergomed 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 accordance with normal UK practice and pursuant to Rule 14e-5(b) of the US Exchange Act, Bidco or its nominees, or its brokers (acting as agents), may from time to time make certain purchases of, or arrangements to purchase, Ergomed Shares outside the United States, other than pursuant to the Takeover Offer (in the event that the Acquisition is implemented by way of a Takeover Offer), before or during the period in which the Takeover Offer remains open for acceptance. 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, www.londonstockexchange.com.
Forward looking statements
This announcement (including information incorporated by reference in this announcement), oral statements made regarding the Acquisition, and other information published by Bidco and Ergomed contain statements which are, or may be deemed to be, "forward-looking statements". Forward-looking statements are prospective in nature and are not based on historical facts, but rather on current expectations and projections of the management of Bidco and Ergomed about future events, and are therefore subject to risks and uncertainties which could cause actual results to differ materially from the future results expressed or implied by the forward-looking statements. The forward-looking statements contained in this announcement include statements relating to the expected effects of the Acquisition on Bidco and Ergomed, the expected timing and scope of the Acquisition and other statements other than historical facts. Often, but not always, forward-looking statements can be identified by the use of forward-looking words such as "plans", "expects" or "does not expect", "is expected", "is subject to", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates" or "does not anticipate", or "believes", or variations of such words and phrases or statements that certain actions, events or results "may", "could", "should", "would", "might" or "will" be taken, occur or be achieved. Although Bidco and Ergomed believe that the expectations reflected in such forward-looking statements are reasonable, Bidco and Ergomed can give no assurance that such expectations will prove to be correct. By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future. There are a number of factors that could cause actual results and developments to differ materially from those expressed or implied by such forward-looking statements. These factors include the satisfaction of the Conditions, as well as additional factors, such as: the general economic climate; competition; interest rate levels; loss of key personnel; the availability of financing on acceptable terms; and changes in the legal or regulatory environment. Other unknown or unpredictable factors could cause actual results to differ materially from those in the forward-looking statements. Such forward-looking statements should therefore be construed in the light of such factors. Neither Bidco, Permira nor Ergomed, nor any of their respective associates or directors, officers or advisers, provides any representation, assurance or guarantee that the occurrence of the events expressed or implied in any forward-looking statements in this announcement will actually occur. You are cautioned not to place undue reliance on these forward-looking statements. Other than in accordance with their legal or regulatory obligations, neither Bidco nor Ergomed is under any obligation, and Bidco and Ergomed expressly disclaim any intention or obligation, to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
Publication on website and hard copies
A copy of this announcement and the documents required to be published by Rule 26 of the Code will be made available, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on Bidco's website at permira.com/news-and-insights/news/permira-offer-for-ergomed and Ergomed's website at www.ergomedplc.com. For the avoidance of doubt, the contents of those websites are not incorporated into and do not form part of this announcement.
Ergomed Shareholders may request a hard copy of this announcement by contacting Share Registrars Limited during business hours on +44 (0) 1252 821390 or by submitting a request in writing to Share Registrars Limited at 3 The Millennium Centre, Crosby Way, Farnham, Surrey, GU9 7XX. If you have received this announcement in electronic form, copies of this announcement and any document or information incorporated by reference into this document will not be provided unless such a request is made.
Rounding
Certain figures included in this announcement have been subjected to rounding adjustments. Accordingly, figures shown for the same category presented in different tables may vary slightly and figures shown as totals in certain tables may not be an arithmetic aggregation of the figures that precede them.