7 Jul 2022 07:00
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 OR VIOLATION OF THE RELEVANT LAWS OF THAT JURISDICTION
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
FOR IMMEDIATE RELEASE
7 July 2022
RECOMMENDED CASH ACQUISITIONOFideagen plc ("ideagen")BYRainforest bidco limited ("BIDco") a wholly-owned subsidiary of funds managed byHG POOLED MANAGEMENT LIMITED ("Hg")
Scheme becomes Effective
On 9 May 2022, the boards of Bidco and Ideagen announced they had reached agreement on the terms of a recommended cash acquisition of the entire issued and to be issued ordinary share capital of Ideagen by Bidco (the "Acquisition"). The Acquisition was to be effected by means of a scheme of arrangement under Part 26 of the Company Act 2006 (the "Scheme") which was contained in a document sent to ordinary shareholders of Ideagen on 28 May 2022 (the "Scheme Document").
On 23 June 2022, the Scheme was approved by the Scheme Shareholders at the Court Meeting and the special resolution to implement the Scheme was passed by Ideagen shareholders at the General Meeting.
The boards of Ideagen and Bidco are pleased to announce that, further to the announcement on 5 July 2022 that the Court had approved the Scheme, the Court Order has been delivered to the Registrar of Companies today and accordingly the Scheme has become effective in accordance with its terms.
Ben Dorks, Ideagen CEO, said: "We are on an exciting journey of growth and progression, one that continues to deliver solutions to help improve operational efficiency, maintain compliance, manage risk and keep people safe. This new relationship with Hg will give us the ability to accelerate even faster, serve our customers better and scale our business further across the globe."
Christopher Fielding, Joris Van Gool and Jean-Baptiste Brian, Partners at Hg, said: "We are delighted that our acquisition of Ideagen has now completed. We are excited about what the future has in store for our partnership with the company. Ben and the team will now have greater flexibility to execute and accelerate longer term growth plans, including investments in product, technology, talent and large scale, accretive acquisitions. Together we are in a great position and remain committed to ensuring that Ideagen maintains and grows as a leader in the sector."
Upon the Scheme becoming effective, the resignations of the Ideagen Non-Executive Directors, Julian Clough, Alan Carroll and Tony Rodriguez, also took effect. Richard Longdon will remain on the Ideagen Board. Chris Bayne intends to join the Board. Chris currently serves as CEO on the management team of Access Group, one of the largest UK headquartered software businesses, bringing a host of relevant experience within the software sector.
Ben added: "I'm looking forward to working with Chris and know he will bring valuable sector knowledge to the table. I'm also delighted to be able to continue to work with Richard Longdon, who has agreed to remain on the Board - and thank those Non-Executive Directors who are subsequently stepping down, including Julian Clough, Alan Carroll and Tony Rodriguez. Your support and guidance has been invaluable, helping to get us to this point in our growth journey and I know I personally have benefitted from your challenge and counsel. It has been a pleasure to work alongside you."
As previously advised, trading in Ideagen Shares on AIM is expected to be suspended with effect from 7.30 a.m. today and the cancellation of trading of Ideagen Shares on AIM is expected to take place at 7.00 a.m. on 8 July 2022.
A Scheme Shareholder on the register of members of Ideagen at 6.00 p.m. on 6 July 2022 will be entitled to receive 350 pence in cash for each Scheme Share held. Settlement of the 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 Ideagen Shareholders holding Scheme Shares in certificated form and in uncertificated form respectively) as soon as practicable. The latest date of despatch of cheques and settlement of the consideration in relation to the Acquisition is 21 July 2022.
Full details of the Acquisition are set out in the scheme document published on 28 May 2022. Capitalised terms used but not defined in this Announcement have the meanings given to them in the Scheme Document.
Ideagen is no longer in an "offer period" as defined in the Takeover Code and accordingly the dealing disclosure requirements previously notified to Ideagen Shareholders no longer apply.
Enquiries:
IdeagenBen Dorks, Chief Executive Officer +44 (0) 1629 699 100Emma Hayes, Chief Financial Officer
Goldman Sachs International (Lead Financial Adviser toIdeagen)Chris Emmerson +44 (0) 20 7774 1000Khamran AliTanguy Croguennoc
Canaccord Genuity Limited (Rule 3 Adviser and NominatedAdviser to Ideagen) Simon Bridges +44 (0) 20 7523 8000 Georgina McCookeAnkush Khazanchi
FTI Consulting (PR adviser to Ideagen)Jamie Ricketts +44 (0) 20 3727 1000Dwight Burden ideagen@fticonsulting.com Valerija Cymbal
Bidco
Hg
Tom Eckersley, Head of Marketing and Communications +44 (0) 20 8148 5401
Lazard (Financial Adviser to Bidco and Hg)
Cyrus Kapadia +44 (0) 20 7187 2000
Keiran Wilson
Houlihan Lokey (Financial Adviser to Bidco and Hg)
Simon Gluckstein +44 (0) 20 7839 3355
Tara Carter
Tim Richardson
Brunswick (PR Adviser to Bidco)
Azadeh Varzi +44 (0) 20 7404 5959
hg@brunswickgroup.com
Travers Smith LLP are retained as legal adviser to Ideagen and Linklaters LLP are retained as legal adviser to Bidco and Hg.
Important notices
Goldman Sachs International, which is authorised by the Prudential Regulation Authority ("PRA") and regulated in the United Kingdom by the Financial Conduct Authority ("FCA") and the PRA is acting as lead financial adviser to Ideagen and for no one else in connection with the Acquisition and will not be responsible to anyone other than Ideagen 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.
Canaccord Genuity Limited ("Canaccord Genuity"), which is authorised and regulated in the United Kingdom by the FCA, is acting exclusively as Rule 3 Adviser to the Ideagen Directors and for no one else in connection with the Acquisition and will not be responsible to anyone other than Ideagen for providing the protections afforded to clients of Canaccord Genuity nor for providing advice in relation to the Acquisition, the contents of this Announcement or any other matters referred to in this Announcement.
Lazard & Co., Limited ("Lazard"), which is authorised and regulated in the United Kingdom by the FCA, is acting as financial adviser to Bidco and Hg and for no one else in connection with the Acquisition and will not be responsible to anyone other than Bidco and Hg for providing the protections afforded to clients of Lazard nor for providing advice in relation to the Acquisition, the contents of this Announcement 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 the Acquisition, this Announcement, any statement contained herein or otherwise.
Houlihan Lokey (Corporate Finance) Limited ("Houlihan Lokey"), which is authorised and regulated in the United Kingdom by the FCA, is acting as financial adviser to Bidco and Hg and for no one else in connection with the Acquisition and will not be responsible to anyone other than Bidco and Hg for providing the protections afforded to clients of Houlihan Lokey nor for providing advice in relation to the Acquisition, the contents of this Announcement or any other matters referred to in this Announcement. Neither Houlihan Lokey 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 Houlihan Lokey in connection with the Acquisition, this Announcement, any statement contained herein or otherwise.
This Announcement is for information purposes only and is not intended to and does not constitute, or form part of, an offer to sell or an invitation to purchase any securities or a solicitation of an offer to buy, otherwise acquire, subscribe for, sell or otherwise dispose of any securities pursuant to the Acquisition or otherwise, nor shall there be any purchase, sale, issuance or exchange of securities or such solicitation in any jurisdiction in which such offer, solicitation, sale issuance or exchange is unlawful. The Acquisition is intended to be implemented by way of a Scheme pursuant to the terms of the Scheme Document, which contains the full terms and conditions of the Acquisition, including details of how to vote in respect of the Scheme. Any decision, vote or other response in respect of the Acquisition should be made only on the basis of information contained in the Scheme Document.
Ideagen and Bidco urge Ideagen Shareholders to read the Scheme Document (or, if the Acquisition is implemented by way of a Takeover Offer, the Offer Document) carefully because it will contain important information relating to the Acquisition.
This Announcement does not constitute a prospectus, prospectus equivalent document or an exempted document.
This Announcement has been prepared in connection with proposals in relation to a scheme of arrangement pursuant to and for the purpose of complying with English law and the Takeover Code and 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 England. Nothing in this Announcement should be relied on for any other purpose.
Overseas jurisdictions
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. Further details in relation to the Overseas Shareholders are contained in the Scheme Document. 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 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 means 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 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 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 Ideagen 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 should inform themselves of, and observe, any applicable 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 AIM Team.
Additional information for US investors
Ideagen 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 English law. This Announcement, the Scheme Document and certain other documents relating to the Acquisition have been or will be prepared in accordance with English 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, the Acquisition will be made in compliance with applicable United States laws and regulations, including any applicable exemptions under the US Exchange Act.
Ideagen's financial statements, and all financial information that is included in this Announcement or that may be included in the Scheme Document, or any other documents relating to the Acquisition, have been or will be prepared in accordance with International Financial Reporting Standards and may not be comparable to financial statements of companies in the United States or other companies whose financial statements are prepared in accordance with US generally accepted accounting principles.
The receipt of cash pursuant to the Acquisition by a US holder as consideration for the transfer of its Ideagen 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 Ideagen Shareholder is urged to consult his independent professional adviser immediately regarding the tax consequences of the Acquisition applicable to him.
It may be difficult for US holders to enforce their rights and claims arising out of US federal securities laws, since Bidco and Ideagen 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 consistent with Rule 14e-5(b) of the US Exchange Act, Bidco, certain affiliated companies and their nominees or brokers (acting as agents) may make certain purchases of, or arrangements to purchase, shares in Ideagen outside of the US, other than pursuant to the Acquisition, until the date on which the Acquisition and/or Scheme becomes Effective, lapses or is otherwise withdrawn. 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 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.
Publication of this Announcement on website
A copy of this Announcement and the documents required to be published pursuant to Rule 26 of the Takeover Code will be available, free of charge, subject to certain restrictions relating to persons resident in Restricted Jurisdictions on Ideagen's website at https://investors.ideagen.com/announcements/.
For the avoidance of doubt, the contents of these websites and any websites accessible from hyperlinks on these websites are not incorporated into and do not form part of this Announcement.
Right to receive documents in hard copy form
Any person entitled to receive a copy of documents, announcements and information relating to the Acquisition is entitled to receive such documents in hard copy form free of charge. A person may also request that all future documents, announcements and information in relation to the Acquisition are sent to them in hard copy form.
A hard copy of this Announcement may be requested by contacting SLC Registrars on +44 (0) 203 890 2122.