30 Oct 2023 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 A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
FOR IMMEDIATE RELEASE
30 October 2023
OFFER UPDATE
for Instem plc ("Instem")
by
Ichor Management Limited ("Bidco")
(a newly incorporated company controlled by funds managed by ARCHIMED SAS)
to be effected by means of a scheme of arrangement under Part 26 of the Companies Act 2006
On 30 August 2023, the boards of Instem and Bidco announced that they had reached agreement on the terms of a recommended cash acquisition of the entire issued and to be issued ordinary share capital of Instem by Bidco (the "Acquisition").
On 25 September 2023 the scheme document in respect of the Acquisition (the "Scheme Document") was published and made available to Instem Shareholders. Capitalised terms used and not defined in this Announcement have the meanings given to them in the Scheme Document.
Under the terms of the Acquisition, which is subject to the Conditions and other terms set out in Part 3 of the Scheme Document, Instem Shareholders will receive 833 pence in cash for each Instem Share (the "Acquisition Price").
On 13 October 2023, Bidco announced that the financial terms of the Acquisition, including the Acquisition Price, were final and would not be increased (the "No Increase Statement"), except that Bidco reserves the right to revise the financial terms of the Acquisition if (i) there is an announcement on or after the date of the No Increase Statement of a firm offer or a possible offer for Instem by a third party offeror or potential offeror on more favourable terms than the Acquisition Price; or (ii) the Takeover Panel otherwise provides its consent.
In accordance with Rule 35.1 of the Code, if the Acquisition lapses, except with the consent of the Takeover Panel, Bidco will not be able to make an offer for Instem for at least twelve months.
On 18 October 2023, Instem announced that it intended to adjourn the Court Meeting and the General Meeting relating to the Acquisition scheduled to be held on 19 October 2023 to 10.00 a.m. on 2 November 2023 in the case of the Court Meeting, and 10.15 a.m. (or as soon thereafter as the Court Meeting concludes or is adjourned) on 2 November 2023 in the case of the General Meeting. An updated expected timetable of principal events for the implementation of the Scheme was published by Instem on 20 October 2023.
Independent Third Party Recommendation
Bidco notes that Glass, Lewis & Co., an independent third party, published a report on October 4, 2023 about the Court Meeting and the General Meeting initially planned on October 19, 2023 to recommend to Instem's shareholders their opinion on the Acquisition. This report concluded that: "there is sufficient evidence to support the board's view that the proposed transaction is in the best interests of public shareholders."
Offer Update
Bidco notes that the Acquisition Price was agreed after a lengthy period of negotiation between ARCHIMED and Instem. In addition to prior public knowledge of Instem driven by ARCHIMED's interest in Instem dating back to 2019, Bidco was able to carry out an extensive due diligence exercise on Instem ahead of the announcement of the Acquisition which was reflected in the Acquisition Price.
Since the completion of due diligence and the announcement of the Acquisition, Instem has announced that Adjusted EBITDA for the current year is now less than previously forecasted and expected to be no greater than £11.1m, as noted in Instem's Half Year Report published on 15 September 2023. Furthermore, similar challenges are being faced by companies across the sector, such as market leader Certara, who recently reported a 28% decline in services bookings, resulting from more cautious spending among customers.
Against the backdrop of Instem's performance, combined with ARCHIMED's deep sectoral knowledge and unique ability to support Instem under private ownership, Bidco believes the Acquisition Price offers Instem shareholders a compelling opportunity to crystalise value in the near term, which is at a meaningful premium to where shares would trade in the absence of the Acquisition.
Instem will benefit from ARCHIMED's scale of operations, as funds managed or advised by ARCHIMED have deployed over $2 billion of capital in North America and recently launched offices in Asia. In addition to its extensive industry connections, ARCHIMED also fosters collaboration across its portfolio that will help accelerate Instem's growth with biopharma and CROs due to the support of portfolio companies including ActiGraph, NAMSA, Aliri, Title21, Cube, Clean Biologics and PlasmidFactory.
Instem Shareholder Meetings
Shareholders are reminded that the Court Meeting and the General Meeting in connection with the Offer (together the "Meetings") will both be held on 2 November 2023. The Court Meeting will start at 10.00 a.m. and the General Meeting will start at 10.15 a.m. (or as soon thereafter as the Court Meeting has concluded or been adjourned).
The Meetings will be held at the offices of Squire Patton Boggs (UK) LLP, No 1 Spinningfields, 1 Hardman Square, Manchester, M3 3EB. Further information is set out in the Scheme Document.
General
The expected timetable of principal events for the implementation of the Scheme is as set out in Appendix II to the announcement made by Instem on 20 October 2023. If any of the dates and / or times in the expected timetable change, the revised dates and / or times will be notified by announcement through a Regulatory Information Service.
Enquiries
ARCHIMED SAS
Vincent Guillaumot Tel: +33 4 81 11 35 33
Brian Sheridan
Sandrine Laporte
Moelis & Company UK LLP (Financial Adviser to ARCHIMED and Bidco)
Philippe Gallone Tel: +44 (0) 20 7634 3500
Chris Raff
François Saint-Lo
Simon Chaudhuri
Latham & Watkins (London) LLP are retained as legal adviser to ARCHIMED and Bidco.
Disclaimers
Moelis & Company UK LLP ("Moelis"), which is regulated by the FCA in the United Kingdom, is acting exclusively for ARCHIMED and Bidco and no one else in connection with the Acquisition and other matters set out in this Announcement and will not be responsible to anyone other than ARCHIMED and Bidco for providing the protections afforded to clients of Moelis, or for providing advice in connection with the Acquisition or any matter referred to herein. Neither Moelis 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 Moelis 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 and on the terms set out in the Scheme Document (or, in the event that the Acquisition is to be implemented by means of a Takeover Offer, the Offer Document) and the accompanying Forms of Proxy, which will contain the full terms and conditions of the Acquisition, including details of how to vote in respect of the Acquisition. Any vote, approval, decision or other response to the Acquisition should be made only on the basis of the information in the Scheme Document (or, if the Acquisition is implemented by way of a Takeover Offer, the Offer Document). Scheme Shareholders are strongly advised to read the formal documentation in relation to the Acquisition once it has been dispatched.
This Announcement does not constitute a prospectus or prospectus exempted document.
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.
Overseas shareholders
This Announcement has been prepared for the purpose of complying with English law, 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 the United Kingdom.
The laws of the relevant jurisdictions may affect the availability of the Acquisition to persons who are not resident in the United Kingdom. Persons who are not resident in the United Kingdom, or who are subject to laws of any jurisdiction other than the United Kingdom, should inform themselves about, and observe any applicable requirements. Any person (including, without limitation, nominees, trustees and custodians) who would, or otherwise intends to, forward this Announcement, the Scheme Document or any accompanying document to any jurisdiction outside the United Kingdom should refrain from doing so and seek appropriate professional advice before taking any action. In particular, the ability of persons who are not resident in the United Kingdom to vote their Instem Shares at the Court Meeting or the General Meeting, or to execute and deliver Forms of Proxy appointing another to vote their Instem Shares in respect of the Court Meeting or the General Meeting on their behalf, may be affected by the laws of the relevant jurisdiction in which they are located.
Any failure to comply with the applicable legal or regulatory 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.
The Acquisition will not be made, directly or indirectly, in or into or by use of the mails or any other means or instrumentality (including, without limitation, telephonic or electronic) of interstate or foreign commerce of, or any facility of a national, state or other securities exchange of, a Restricted Jurisdiction, and the Acquisition will not be capable of acceptance by any such use, means, instrumentality or facility or from within a Restricted Jurisdiction. Accordingly, copies of this Announcement and formal documentation relating to the Acquisition are not being, and must not be, directly or indirectly, mailed or otherwise forwarded or distributed in, into or from a Restricted Jurisdiction and persons receiving this Announcement (including custodians, nominees and trustees) must not distribute or send it into or from a Restricted Jurisdiction. In the event that the Acquisition is implemented by way of a Takeover Offer and extended into the US, Bidco will do so in satisfaction of the procedural and filing requirements of US securities laws at that time, to the extent applicable thereto. The Acquisition relates to the shares of a company incorporated in England and it is proposed to be made by means of a scheme of arrangement provided for under English law. The Scheme will relate to the shares of a UK company that is a "foreign private issuer" as defined under Rule 3b-4 under the US Exchange Act. A transaction effected by means of a scheme of arrangement is not subject to any shareholder vote, proxy solicitation and tender offer rules under the US Exchange Act. Accordingly, the Scheme is subject to the disclosure requirements and practices applicable in the UK to schemes of arrangement, which differ from the disclosure requirements and practices of US shareholder vote, proxy solicitation or tender offer rules. Financial information included in the relevant documentation will have been prepared in accordance with accounting standards applicable in the UK and may not be comparable to the financial information of, or the accounting standards applicable to, US companies. However, if Bidco were to elect to implement the Acquisition by means of a Takeover Offer, such Takeover Offer shall be made in compliance with all applicable laws and regulations, including section 14(e) of the US Exchange Act and Regulation 14E thereunder, if applicable. Such Takeover Offer would be made in the US by Bidco and no one else. In addition to any such Takeover Offer, Bidco, certain affiliated companies and the nominees or brokers (acting as agents) may make certain purchases of, or arrangements to purchase, shares in Instem outside such Takeover Offer during the period in which such Takeover Offer would remain open for acceptance. If such purchases or arrangements to purchase are made they would be made outside the United States in compliance with applicable law, including the US Exchange Act. It may be difficult for a US-based investor to enforce his or her rights and any claim he or she may have arising under US securities laws, since the Scheme relates to the shares of a company located in the UK, and some or all of its officers and directors may be residents of non-US jurisdictions. A US-based investor may not be able to sue a company located in the UK, or its officers or directors, in a foreign court for alleged violations of US securities laws, and it may be difficult to compel a foreign company and its affiliates to subject themselves to a US court's judgment.
Forward-looking statements
This Announcement, oral statements made regarding the Acquisition, and other information published by Instem, Bidco and ARCHIMED may contain certain "forward-looking statements" with respect to Instem, Bidco and ARCHIMED. These forward-looking statements can be identified by the fact that they do not relate only to historical or current facts. Forward-looking statements often use words such as "anticipate", "target", "expect", "estimate", "intend", "plan", "goal", "believe", "will", "may", "should", "would", "could" or other words or terms of similar meaning or the negative thereof. Forward-looking statements include, for example, 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 of ARCHIMED and/or Bidco and the expansion and growth of Instem and potential synergies resulting from the Acquisition; and (iii) the effects of government regulation on the business of Instem.
These forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause actual results, performance or developments to differ materially from those expressed in or implied by such forward-looking statements. These forward-looking statements are based on numerous assumptions regarding present and future strategies and environments. None of ARCHIMED, Bidco or Instem, 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. You are cautioned not to place undue reliance on such forward-looking statements, which speak only as of the date hereof. All subsequent oral or written forward-looking statements attributable to ARCHIMED, Bidco or Instem or any person acting on their behalf are expressly qualified in their entirety by the cautionary statement above. Should one or more of these risks or uncertainties materialise, or should underlying assumptions prove incorrect, actual results may vary materially from those described in this Announcement. None of ARCHIMED, Bidco or Instem assume any obligation to update publicly or revise forward-looking or other statements contained in this Announcement, whether as a result of new information, future events or otherwise, except to the extent legally required.
No profit forecasts or estimates
No statement in this Announcement is intended as a profit forecast or estimate for ARCHIMED, Bidco or Instem in respect of any period and no statement in this Announcement should be interpreted to mean that earnings or earnings per Instem Share for the current or future financial years would necessarily match or exceed the historical published earnings or earnings per Instem Share.
Right to switch to a Takeover Offer
Subject to the terms of the Co-operation Agreement, Bidco 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 Instem as an alternative to the Scheme. In such an event, the Takeover Offer will be made in accordance with the terms and conditions set out in this Announcement which would apply to the Scheme (with any modifications or amendments to such terms and conditions as may be required by the Takeover Panel or which are necessary as a result of Bidco's election to implement the Acquisition by way of a Takeover Offer), in accordance with the Co-operation Agreement and subject to the amendment referred to in Appendix I to this Announcement.
Publication on website
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 Instem's website at https://investors.instem.com and on Bidco's website at www.Ichor-offer.com by no later than 12:00 noon on the Business Day following the date of this Announcement. Neither the contents of this website nor the content of any other website accessible from hyperlinks on such websites is incorporated into, or forms part of, this Announcement.
Requesting hard copies
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 Instem's registrar, Computershare Investor Services PLC during business hours (8.30 a.m. to 5.30 p.m.) on +44 (0)370 703 6041 or by submitting a request in writing to Computershare Investor Services PLC at The Pavilions, Bridgwater Road, Bristol, BS13 8AE. 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.
Electronic communications - information for Instem Shareholders
Please be aware that addresses, electronic addresses and certain information provided by Instem Shareholders, persons with information rights and other relevant persons for the receipt of communications from Instem 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) 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 Instem 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) Instem 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 Instem 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 Instem or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of Instem 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) Instem 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 Instem 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 Instem and by any offeror, and Dealing Disclosures must also be made by Instem, 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.
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 FSMA if you are resident in the United Kingdom or, if not, from another appropriate authorised independent financial adviser.