LID.L Regulatory News (LID)

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

8 December 2020

RECOMMENDED CASH OFFER

for

LIDCO GROUP PLC ("LIDCO")

by

MASIMO LHC LIMITED ("MASIMO")

(a company indirectly and wholly owned by Masimo Corporation)

OFFER DECLARED UNCONDITIONAL IN ALL RESPECTS

Introduction

On 2 November 2020, the Boards of LiDCO and Masimo announced that they had reached agreement on the terms of a recommended cash offer for the entire issued and to be issued share capital of LiDCO ("Offer"). The full terms and conditions of the Offer and the procedures for acceptance are set out in the offer document published by Masimo on 2 November 2020 ("Offer Document"). On 23 November 2020 Masimo announced that it would extend the Offer and that the Offer would remain open until 1.00 pm on 7 December 2020. Defined terms in this announcement shall have the meaning given to them in the Offer Document.

Masimo is pleased to announce that all of the Conditions to the Offer have now either been satisfied or waived and the Offer is hereby declared unconditional in all respects.

Masimo has received valid acceptances of the Offer in respect of, or has acquired, in aggregate, 220,653,597 LiDCO Shares, representing approximately 90.4 percent of the existing issued share capital of LiDCO.

The Offer will remain open for acceptances until 11 January 2021. 

Acceptances and LiDCO Share purchases

As at 1.00 pm on 7 December 2020, Masimo had received valid acceptances of the Offer in respect of 178,642,489 LiDCO Shares, representing approximately 73.2 percent of the existing issued share capital of LiDCO.

As at 1.00 pm on 7 December 2020, Masimo had acquired a total of 42,011,108 LiDCO Shares representing approximately 17.2 percent of the existing issued share capital of LiDCO.

Accordingly, as at 1.00 pm on 7 December 2020, Masimo had received valid acceptances of the Offer in respect of, or had acquired and is the registered holder of, in aggregate 220,653,597 LiDCO Shares representing approximately 90.4 percent of the existing issued share capital of LiDCO.

Irrevocable undertakings

As at 1.00 pm on 7 December 2020, Masimo had received valid acceptances of the Offer in respect of 92,062,341 LiDCO Shares, representing approximately 37.7 percent of the existing issued share capital of LiDCO, from the following LiDCO Shareholders who gave irrevocable undertakings to accept the Offer:

(a) LiDCO Directors

(b) Institutional and other LiDCO Shareholders

Settlement of consideration

The consideration to which any LiDCO Shareholder accepting the Offer is entitled under the Offer will be settled; (i) in the case of valid acceptances received on or before the date of this announcement, on or before 21 December 2020, and (ii) in the case of valid acceptances received after the date of this announcement but while the Offer remains open for acceptance, within 14 days of such receipt, in each case in the manner described in the Offer Document.

Closing of the Offer and actions to be taken

The Offer will remain open for acceptances until 1.00 pm on 11 January 2021.

Should there be any further extension of the Offer, this will be publicly announced by 8.00 a.m. (London time) on the Business Day following the day on which the Offer is otherwise due to expire, or such later time as the Panel may agree.

LiDCO Shareholders who have not yet accepted the Offer are encouraged to do so without delay.

To accept the Offer in respect of LiDCO Shares held in certificated form (i.e. LiDCO Shares NOT held in CREST), the Form of Acceptance must be completed in accordance with the instructions printed thereon and returned as soon as possible to Neville Registrars Limited, Neville House, Steelpark Road, Halesowen, West Midlands B62 8HD.

To accept the Offer in respect of LiDCO Shares held in uncertificated form (i.e. LiDCO Shares held in CREST), acceptance should be made electronically through CREST so that the relevant TTE Instruction settles as soon as possible. If you are a CREST sponsored member, you should refer to your CREST sponsor as only your CREST sponsor will be able to send the necessary TTE Instruction to Euroclear in relation to your LiDCO Shares.

Further details of the procedures for the acceptance of the Offer are set out in paragraph 14 of the letter from Masimo in Part II of the Offer Document and in Parts C and D of Appendix I of the Offer Document.

A shareholder helpline is available for LiDCO Shareholders. If you require assistance, please contact Neville Registrars on 0121 585 1131 from within the UK or, if calling from outside the UK, on +44 121 585 1131, between 9.00 am and 5.00 pm Monday to Friday (except UK public holidays). 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, for legal reasons, the helpline cannot provide advice on the merits of the proposals or give any financial, legal or tax advice.

Interests in LiDCO Shares

As at 1.00 pm on 7 December 2020, Masimo had received valid acceptances of the Offer in respect of, or had acquired, in aggregate, 220,653,597 LiDCO Shares, representing approximately 90.4 percent of the existing issued share capital of LiDCO. As set out above, valid acceptances of the Offer have been received from all LiDCO Shareholders who gave irrevocable undertakings to accept the Offer.

 Save as disclosed in this announcement:

(a) neither Masimo, Masimo Corporation, the Masimo Directors, the Masimo Corporation Directors nor (in the case of the Masimo Directors or the Masimo Corporation Directors) any of their close relatives, related trusts or connected persons, nor any other person acting in concert with Masimo, Masimo Corporation, nor any person with whom Masimo, Masimo Corporation or any person acting in concert with Masimo or Masimo Corporation had an arrangement, was interested in, had any right to subscribe for, or had any short position in relation to, any relevant securities of LiDCO nor had any such person dealt in any relevant securities of LiDCO during the disclosure period;

(b) neither Masimo, Masimo Corporation nor any person acting in concert with Masimo or Masimo Corporation, had borrowed or lent (including for these purposes any financial collateral arrangements of a kind referred to in Note 4 on Rule 4.6 of the Code) any relevant securities in LiDCO (save for any borrowed shares which have been either on-lent or sold); and

(c) there is no arrangement relating to relevant securities in LiDCO which exists between Masimo, Masimo Corporation or any person acting in concert with Masimo or Masimo Corporation and any other person, nor between LiDCO or any person acting in concert with LiDCO and any other person.

AIM cancellation, re-registration of LiDCO

Masimo intends to request that the LiDCO Directors take the necessary steps to apply to the London Stock Exchange for the cancellation of the admission to trading of LiDCO Shares on AIM and to re-register LiDCO as a private limited company under the relevant provisions of the Companies Act. Further details will be announced in due course.

The net result of these actions would be for LiDCO to become a private company with no ability for LiDCO Shareholders, who have not accepted the Offer, to trade their LiDCO Shares in the future on a public trading platform.

Any transaction in the LiDCO Shares undertaken after the cancellation of admission to trading on AIM will only be capable of being undertaken by private sale.

Compulsory acquisition

Masimo, having received valid acceptances under the Offer in respect of, or otherwise acquired, 90 percent or more of the LiDCO Shares by nominal value to which the Offer relates and 90 percent or more of the voting rights carried by LiDCO Shares to which the Offer relates, intends to exercise its rights pursuant to the provisions of Part 28 of the Companies Act to acquire compulsorily the remaining LiDCO Shares, in respect of which the Offer has not been accepted, on the same terms as the Offer.

Enquiries:

Important notice

Cattaneo Corporate Finance Solutions Limited is acting exclusively as financial adviser to Masimo Corporation and Masimo and no one else in connection with the Offer and will not be responsible to any other person other than Masimo Corporation and Masimo for providing the protections afforded to clients of Cattaneo or for providing advice in relation to the Offer or any matter referred to in this Announcement. Neither Cattaneo nor any of its affiliates owes or accepts any duty, liability, responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Cattaneo in connection with the Offer and other matters set out in this Announcement, any statement contained herein or otherwise.

Smith Square Partners LLP, which is authorised and regulated by the FCA in the United Kingdom, is acting exclusively for LiDCO and no one else in connection with the Offer and will not be responsible to anyone other than LiDCO for providing the protections afforded to clients of Smith Square Partners or for providing advice in connection with the Offer or any matter referred to in this Announcement. Neither Smith Square Partners nor any of its affiliates owes or accepts any duty, liability, responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Smith Square Partners in connection with the Offer and other matters set out in this Announcement, any statement contained herein or otherwise.

Nplus1 Singer Advisory LLP ("N+1 Singer"), which is authorised and regulated by the FCA in the United Kingdom, is acting exclusively for LiDCO in the capacity of nominated adviser and broker and for no one else in connection with the Offer and will not be responsible to anyone other than LiDCO for providing the protections afforded to clients of N+1 Singer or for providing advice in connection with the Offer or any matter referred to in this Announcement. Neither N+1 Singer nor any of its affiliates owes or accepts any duty, liability, responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of N+1 Singer in connection with the Offer and other matters set out in this Announcement, any statement contained herein or otherwise.

Further information

Overseas jurisdictions

The availability of the Offer to persons who are not resident in the United Kingdom, and the release, publication and distribution of the Offer Document in jurisdictions other than the United Kingdom, may be restricted by the laws of those other jurisdictions.

Persons who are not resident in the United Kingdom into whose possession the Offer Document comes should inform themselves about and observe any applicable legal or regulatory requirements of their relevant jurisdiction. Failure to comply with any such restrictions may constitute a violation of the securities laws of any such jurisdiction. In particular, the ability of persons who are not resident in the United Kingdom to participate in the Offer may be affected by the laws of the relevant jurisdictions in which they are located.

Any person (including custodians, nominees and trustees) who would, or otherwise intend to, or may have a legal or contractual obligation to, forward the Offer Document and/or any related document to any jurisdiction outside the United Kingdom, should inform themselves of, and observe any applicable legal or regulatory requirements of any relevant jurisdiction. If you are in any doubt about your position, you should consult with your legal adviser in the relevant jurisdiction without delay.

Disclosure requirements of the Code

Under Rule 8.3(a) of the Code, any person who is interested in one percent 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 pm  (London time) on the 10th Business Day following the commencement of the Offer Period and, if appropriate, by no later than 3.30 pm  (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 one percent 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 pm  (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.

Publication of this announcement

This announcement and the documents required to be published pursuant to Rule 26 of the Code will be available free of charge, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on Masimo's website at www.masimo.com/offerdocuments and on LiDCO's website at www.lidcodocuments.com by no later than 12.00 noon on the Business Day following this announcement.

Neither the content of any website referred to in this announcement nor the content of any website accessible from hyperlinks on such website is incorporated into, or forms part of, this Announcement.

For the avoidance of doubt, the contents of these websites are not incorporated into and do not form part of this announcement unless otherwise stated herein. You may request a hard copy of this announcement, and all future documents, announcements and information in relation to the Offer, by writing to Neville Registrars Limited, Neville House, Steelpark Road, Halesowen, West Midlands, B62 8HD or by calling, between 9.00 am and 5.00 pm on Monday to Friday (except UK bank holidays) on 0121 585 1131 (from the UK) or +44 121 585 1131 (if calling from outside the UK). Unless such a request is made, and save as otherwise required by Rule 2.11 of the Code, a hard copy of this Announcement (and any information incorporated by reference in it) will not be sent to any person.

Time

All times shown in this announcement are London times, unless otherwise stated.