15 Dec 2020 15:30
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 OR REGULATIONS OF SUCH JURISDICTION.
FOR IMMEDIATE RELEASE
15 December 2020
RECOMMENDED CASH OFFER
for
HORIZON DISCOVERY GROUP PLC
("Horizon" or the "Company")
by
PERKINELMER (UK) HOLDINGS LIMITED
("PerkinElmer UK")
a wholly-owned subsidiary of
PERKINELMER, INC. ("PerkinElmer")
Results of Court Meeting and General Meeting held on 15 December 2020
On 2 November 2020, the boards of Horizon and PerkinElmer announced that they had reached agreement on the terms of a recommended cash acquisition whereby the entire issued and to be issued share capital of Horizon would be acquired by PerkinElmer UK (the "Acquisition"), with the Acquisition to be implemented by way of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act 2006 (the "Scheme").
The Board of Horizon is pleased to announce that, at the Court Meeting and the General Meeting convened in relation to the proposed Scheme and held earlier today, all resolutions proposed, details of which are set out in the notices of the Meetings contained in the circular dated 23 November 2020 (the "Scheme Document"), were duly passed by the requisite majorities and accordingly the Scheme was approved.
A majority in number of the Scheme Shareholders who were entitled to vote and who voted (either in person or by proxy or via the Virtual Meeting Platform), representing not less than 75 per cent. in value of the Scheme Shares held by Scheme Shareholders who voted approved the Scheme at the Court Meeting.
Horizon Shareholders voted to pass the special resolution in connection with the amendment of the Company's articles of association and authorised the directors of Horizon (or a duly authorised committee of the directors) to take all such action as they may consider necessary or appropriate for carrying the Scheme into effect, at the General Meeting.
A summary of the voting results is set out below.
Capitalised terms used but not otherwise defined in this announcement (the "Announcement") have the meanings given to them in the Scheme Document.
Voting results of the Court Meeting
The table below sets out the results of the poll at the Court Meeting. Each Scheme Shareholder, present in person or by proxy or via the Virtual Meeting Platform, was entitled to one vote per Scheme Share held at the Voting Record Time.
Results of the Court Meeting | No. Scheme Shareholders who voted | % of Scheme Shareholders who voted* | No. of Scheme Shares voted | % of Scheme Shares voted* | No. of Scheme Shares voted as a % of the issued ordinary share capital*
|
FOR
| 50 | 78.13 | 109,742,677 | 99.38 | 69.30 |
AGAINST
| 14 | 21.88 | 684,768 | 0.62 | 0.43 |
TOTAL
| 64 | - | 110,427,445 | - | 69.73 |
* Rounded to two decimal places
Voting results of the General Meeting
The table below sets out the results of the poll at the General Meeting. Each Horizon Shareholder, present in person or by proxy or via the Virtual Meeting Platform, was entitled to one vote per Horizon Share held at the Voting Record Time.
No. of Horizon Shares voted
| % of Horizon Shares voted* | |
FOR**
| 110,985,295 | 99.11 |
AGAINST
| 993,846 | 0.89 |
WITHHELD***
| 1,000 | - |
TOTAL
| 111,980,141 | - |
* Rounded to two decimal places
** Incorporates proxy appointments which gave discretion to the Chairman of the General Meeting.
*** A withheld vote is not a vote in law and, accordingly, is not counted in the calculation of the proportion of votes "For" and "Against" the resolution.
The total number of Horizon Shares in issue at the Voting Record Time was 158,363,934.
Effective Date and Timetable
The Scheme remains subject to the satisfaction or (if capable of waiver) waiver of the remaining Conditions set out in the Scheme Document, including the Court's sanction of the Scheme at the Court Hearing, which is expected to be held on 21 December 2020 and the delivery of a copy of the Court Order to the Registrar of Companies.
The expected timetable of principal events for the implementation of the Scheme remains as set out on page 11 of the Scheme Document.
On the basis of the current timetable for the Scheme, the Scheme is expected to become effective on 23 December 2020 (the "Effective Date"). The last day of dealings in, and for registration of transfers of, Horizon Shares will be 22 December 2020 with all dealings in Horizon Shares being suspended at 7.30 a.m. on 23 December 2020. At 7.00 a.m. on 24 December 2020, the admission of Horizon Shares to trading on AIM is expected to be cancelled.
It is intended that on the Effective Date, share certificates in respect of Horizon Shares will cease to be valid and entitlements to Horizon Shares held within the CREST system will be cancelled.
All references in this announcement to times are to London time unless otherwise stated.
Enquiries:
Horizon
Terry Pizzie, Chief Executive Officer Tel: +44 (0) 12 2365 5580 Jayesh Pankhania, Chief Financial Officer
Jon Davies, Head of Investor Relations
Evercore (Lead Financial Adviser to Horizon)
Simon Elliott Tel: +44 (0) 20 7653 6000
Edward Banks
Numis (Joint Financial Adviser, Broker and NOMAD to Horizon)
Freddie Barnfield Tel: +44 (0) 20 7260 1000
Stuart Ord Duncan Monteith
Consilium Strategic Communications (Financial Media and UK Investor Relations Adviser to Horizon)
Mary-Jane Elliott Tel: +44 (0) 7720 088 468
Matthew Neal Melissa Gardiner
PerkinElmer/PerkinElmer UK
Bryan Kipp Tel: +1-781-663-5583
Fara Goldberg Tel: +1-781-663-5699
Perella Weinberg Partners (Financial Adviser to PerkinElmer UK and PerkinElmer)
Chris O'Connor Tel: +1 212 287 3200
Matthew Smith Tel: +44 (0) 20 7268 2800
Adnan Choudhury
Hogan Lovells International LLP is providing legal advice to PerkinElmer UK and PerkinElmer. Covington & Burling LLP is providing legal advice to Horizon.
Important notices
Evercore Partners International LLP ("Evercore"), which is authorised and regulated in the United Kingdom by the Financial Conduct Authority (the "FCA"), is acting exclusively as financial adviser to Horizon and no one else in connection with the matters described in this Announcement and will not be responsible to anyone other than Horizon for providing the protections afforded to clients of Evercore nor for providing advice in connection with the matters referred to herein. 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, in tort, in delict, under statute or otherwise) to any person who is not a client of Evercore in connection with this Announcement, any statement contained herein, any offer or otherwise. Apart from the responsibilities and liabilities, if any, which may be imposed on Evercore by the Financial Services and Markets Act 2000, or the regulatory regime established thereunder, or under the regulatory regime of any jurisdiction where exclusion of liability under the relevant regulatory regime would be illegal, void or unenforceable, neither Evercore nor any of its affiliates accepts any responsibility or liability whatsoever for the contents of this Announcement, and no representation, express or implied, is made by it, or purported to be made on its behalf, in relation to the contents of this Announcement, including its accuracy, completeness or verification of any other statement made or purported to be made by it, or on its behalf, in connection with Horizon or the matters described in this Announcement. To the fullest extent permitted by applicable law, Evercore and its affiliates accordingly disclaim all and any responsibility or liability whether arising in tort, in delict, contract or otherwise (save as referred to above) which they might otherwise have in respect of this Announcement or any statement contained herein.
Numis Securities Limited ("Numis"), which is authorised and regulated in the United Kingdom by the FCA, is acting exclusively for Horizon 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 Horizon for providing the protections afforded to clients of Numis, nor for providing advice in relation to any matter referred to herein.
Perella Weinberg UK Limited ("Perella Weinberg Partners"), which is authorised and regulated in the United Kingdom by the FCA, is acting exclusively for PerkinElmer UK and PerkinElmer in connection with the matters set out in this Announcement and for no one else and will not be responsible to anyone other than PerkinElmer UK and PerkinElmer for providing the protections afforded to its clients or for providing advice in relation to the matters set out in this Announcement. Neither Perella Weinberg Partners nor any of its subsidiaries, branches 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 Perella Weinberg Partners in connection with this Announcement, any statement contained herein or otherwise.
Further information
This Announcement is for information purposes only and is not intended to and does not constitute, or form any part of, an offer to sell or subscribe for or any invitation to purchase or subscribe for 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, which contain the full terms and conditions of the Acquisition, including details of how to vote in respect of the Acquisition. Any approval, decision or other response to the Acquisition should be made only on the basis of the information in the Scheme Document. Horizon Shareholders are strongly advised to read the formal documentation in relation to the Acquisition. Each Horizon Shareholder is urged to consult its independent professional adviser immediately regarding the tax consequences to it (or its beneficial owners) of the Acquisition.
The statements contained in this Announcement are made as at the date of this Announcement, unless some other time is specified in relation to them, and service of this Announcement shall not give rise to any implication that there has been no change in the facts set forth in this Announcement since such date.
This Announcement does not constitute a prospectus or prospectus equivalent document.
Overseas shareholders
The release, publication or distribution of this Announcement in or into jurisdictions other than the United Kingdom may be restricted by law and therefore any persons who are subject to the laws of any jurisdiction other than the United Kingdom 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 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.
Neither this Announcement nor the Scheme Document and any of the accompanying documents do or are intended to 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. This Announcement, the Scheme Document and the accompanying Forms of Proxy have been prepared for the purposes of complying with English law, the rules of the London Stock Exchange, the AIM Rules 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 and Wales.
Unless otherwise determined by PerkinElmer UK or required by the Code, and permitted by applicable law and regulation, this Announcement will not be made available, directly or indirectly, in or 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 Acquisition by any use of the mails of, or by any other means or instrumentality of, or from 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, transmitted or otherwise forwarded, distributed or sent in or into or from any Restricted Jurisdiction or any other jurisdiction where to do so would constitute a violation of the laws of that jurisdiction, and persons receiving such documents (including agents, custodians, nominees and trustees) must not mail or otherwise forward, distribute or send such documents in or into or from any Restricted Jurisdiction. Doing so may render invalid any related purported vote in respect of the Acquisition.
Additional information for US investors
The Acquisition relates to the shares of an English company and is being made by means of a scheme of arrangement provided for under English company law. The 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 and practices applicable in the United Kingdom to schemes of arrangement which differ from the disclosure requirements of United States tender offer and proxy solicitation rules.
PerkinElmer UK reserves the right, subject to the prior consent of the Panel and in accordance with the Co-operation Agreement, to elect to implement the Acquisition by means of a Takeover Offer for the entire issued and to be issued share capital of Horizon, as an alternative to the Scheme. If PerkinElmer UK were to elect to implement the Acquisition by means of a Takeover Offer, it would be made in compliance with all applicable US laws and regulations, including Section 14(e) of the US Exchange Act and Regulation 14E thereunder.
Financial information included in this Announcement and the Scheme Document has been or will be prepared in accordance with accounting standards applicable in the United Kingdom that 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 United States.
It may be difficult for US holders of Horizon Shares to enforce their rights and any claim arising out of the US federal securities laws, since Horizon is located in a non-US jurisdiction, and some or all of its officers and directors may be residents of a non-US jurisdiction and a substantial part of the assets of Horizon are located outside of the US. US holders of Horizon Shares may not be able to sue a non-US company or its officers or directors in a non-US court for violations of the 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.
The information contained in this Announcement and the Scheme Document has neither been approved nor disapproved by the SEC or any US state securities commission. Neither the SEC, nor any state securities commission, has passed upon the fairness or merits of the Acquisition described in, nor upon the accuracy or adequacy of the information contained in, this Announcement or the Scheme Document. Any representation to the contrary is a criminal offence in the United States.
Forward-looking statements
This Announcement may contain statements about the PerkinElmer Group and the Horizon Group which are, or may be deemed to be, "forward-looking statements" and which are prospective in nature. All statements other than statements of historical fact included in this Announcement may be forward-looking statements. They are based on current expectations and projections 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. Often, but not always, forward-looking statements can be identified by the use of forward-looking words such as "plans", "expects", "is expected", "is subject to", "budget", "scheduled", "estimates", "forecasts", "predicts", "intends", "anticipates", "believes", "targets", "aims", "projects", "future-proofing" or words or terms of similar substance or the negative of such words or terms, as well as 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. Such statements are qualified in their entirety by the inherent risks and uncertainties surrounding future expectations. 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 the PerkinElmer Group's or the Horizon Group's operations and potential synergies resulting from the Acquisition; and (iii) the effects of global economic conditions and governmental regulation on the PerkinElmer Group's or the Horizon Group's business.
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 may cause the actual results, performance or achievements of the PerkinElmer Group or the Horizon Group to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. These factors include changes in the global, political, economic, business, competitive, market and regulatory forces, future exchange and interest rates, changes in tax rates and future business combinations or disposals. For a discussion of important factors which could cause actual results to differ from forward-looking statements in relation to the PerkinElmer Group or the Horizon Group, refer to the annual report and accounts of the PerkinElmer Group for the financial year ended 29 December 2019 and of the Horizon Group for the financial year ended 31 December 2019, respectively. Each of the PerkinElmer Group and the Horizon Group, and each of their respective members, directors, officers, employees, advisers and persons acting on their behalf, expressly disclaims any intention or obligation to update or revise any forward-looking or other statements contained in this Announcement, whether as a result of new information, future events or otherwise, except as required by applicable law.
No member of the PerkinElmer Group, nor the Horizon Group, nor any of their respective associates, directors, officers, employees 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.
Except as expressly provided in this Announcement, no forward-looking or other statements have been reviewed by the auditors of the PerkinElmer Group or the Horizon Group. All subsequent oral or written forward-looking statements attributable to any member of the PerkinElmer Group or the Horizon Group, or any of their respective associates, directors, officers, employees or advisers, are expressly qualified in their entirety by the cautionary statement above.
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 ordinary share for Horizon or PerkinElmer for the current or future financial years would necessarily match or exceed the historical published earnings or earnings per ordinary share for Horizon or PerkinElmer.
Right to switch to a Takeover Offer
PerkinElmer UK reserves the right to elect, with the consent of the Takeover Panel, to implement the Acquisition by way of a Takeover Offer for the entire issued and to be issued ordinary share capital of Horizon as an alternative to the Scheme. In such an event, the Takeover Offer will be implemented on the same terms or, if PerkinElmer UK so decides, on such other terms being no less favourable (subject to appropriate amendments), so far as applicable, as those which would apply to the Scheme.
Rule 2.9 disclosures
In accordance with Rule 2.9 of the Code, as at close of business on 14 December 2020, there were 158,363,934 Horizon Shares in issue and admitted to trading on AIM. There are no Horizon Shares held in treasury. The ISIN Number for the Horizon Shares is GB00BK8FL363.
Publication on website and availability of hard copies
In accordance with Rule 26.1 of the Code, a copy of this Announcement will be made available (subject to certain restrictions relating to persons resident in Restricted Jurisdictions), free of charge, on PerkinElmer's website at https://www.perkinelmer.com/corporate/investors/important-disclaimer/ index.html and on Horizon's website at www.horizondiscoveryplc.com by no later than 12:00 noon 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.
In accordance with Rule 30.3 of the Code, a person so entitled may request a hard copy of this Announcement, free of charge, by contacting Horizon on +44 (0) 12 2397 6000. For persons who receive a copy of this Announcement in electronic form or via a website notification, a hard copy of this Announcement will not be sent unless so requested. In accordance with Rule 30.3 of the Code, a person so entitled may also request that all future documents, announcements and information to be sent to them in relation to the Acquisition should be in hard copy form.
Information relating to Horizon Shareholders
Please be aware that addresses, electronic addresses and certain information provided by Horizon Shareholders, persons with information rights and other relevant persons for the receipt of communications from Horizon may be provided to PerkinElmer UK during the offer period as required under section 4 of Appendix 4 of the Code.
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.
Disclosure requirements of the Code
Under Rule 8.3(a) of the 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. (London time) on the 10th Business Day following the commencement of the offer period and, if appropriate, by no later than 3.30 p.m. (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 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, 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. (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.
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 Takeover 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.