4 Jul 2023 12:18
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF THAT JURISDICTION
FOR IMMEDIATE RELEASE
4 July 2023
RECOMMENDED CASH ACQUISITIONOFMEDICA group PLC ("MEDICA")BYmoonlight BIDCO LIMITED ("bidco") a newly incorporated wholly owned subsidiary of funds advised byIK INVESTMENT PARTNERS LIMITED ("IK")
Court Sanction of Scheme of Arrangement
On 24 April 2023, the boards of Bidco and Medica announced that they had reached agreement on the terms and conditions of a recommended all-cash offer by Bidco for the entire issued and to be issued ordinary share capital of Medica (the "Acquisition"). The Acquisition is being implemented by means of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act 2006 (the "Scheme").
The circular in relation to the Scheme (the "Scheme Document") was published on 12 May 2023.
On 9 June 2023 the Scheme was approved by the requisite majority of Scheme Shareholders at the Court Meeting and the Resolutions in connection with the implementation of the Scheme were passed by the requisite majority of Medica Shareholders at the General Meeting.
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.
Scheme Sanctioned by Court
Further to the announcement on 9 June 2023 in relation to the results of the Court Meeting and the General Meeting, Medica and Bidco are pleased to announce that the High Court of Justice in England and Wales has today issued a Court Order sanctioning the Scheme under section 800 of the Companies Act 2006 pursuant to which the Acquisition is being implemented.
It is anticipated that the Effective Date will be 6 July 2023, conditional upon the delivery of a copy of the Court Order to the Registrar of Companies.
Next steps and timetable
There has been no material change to the expected timetable of principal events for the Acquisition set out in the Scheme Document. If any of the expected times and/or dates change, the revised times and/or dates will be notified to Medica Shareholders by issuing an announcement through a Regulatory Information Service, with such announcement being made available on Medica's website at https://medicagroupplc.com/offer/ and on Bidco's website at https://moonlight-offer.com/.
Medica confirms that the Scheme Record Time will be 5 July 2023 at 6.00 p.m. (the "Scheme Record Time"). Scheme Shareholders whose names appear on Medica's register of members at the Scheme Record Time will, upon the Scheme becoming effective in accordance with its terms, be entitled to receive consideration as provided for in the Scheme Document.
Applications have been made for the suspension of trading in Medica Shares on the London Stock Exchange's Main Market for listed securities and the listing of Medica Shares on the premium listing segment of the Official List and such suspensions are expected to take effect by 7.30 a.m. on 6 July 2023. The last day of dealings in, and for the registration and transfer of, Medica Shares, will be 5 July 2023. The de-listing of Medica Shares from the premium listing segment of the Official List and the cancellation of the admission to trading of Medica Shares on the London Stock Exchange's Main Market for listed securities have also been applied for and will, subject to the Scheme becoming Effective, take effect at 7.30 a.m. on 7 July 2023. Further announcements will be made when the Scheme has become Effective and when the Medica Shares have been de-listed and cancelled from trading.
It is intended that on the Effective Date, share certificates in respect of Medica Shares will cease to be valid and entitlements to Medica Shares held within the CREST system will be cancelled.
Full details of the Acquisition are set out in the Scheme Document.
Enquiries:
Medica +44 (0)33 33 111 222 Stuart Quin, Chief Executive Officer
Richard Jones, Chief Financial Officer
Evercore +44 (0) 20 7653 6000(Lead Financial Adviser to Medica)Julian Oakley
Simon Elliott
Harrison George
Liberum +44 (0) 20 3100 2000(Joint Financial Adviser and Joint Broker to Medica)Phil Walker
Mark Harrison
Richard Lindley
Numis +44 (0) 20 7260 1000(Joint Financial Adviser and Joint Broker to Medica)Freddie Barnfield
Stuart Ord
Duncan Monteith
FTI Consulting +44 (0) 20 3727 1000(Public Relations Adviser to Medica) medicagroupplc@fticonsulting.com Ben Atwell
Victoria Foster Mitchell
Sam Purewal
Jefferies +44 (0) 20 7029 8000(Financial Adviser to Bidco and IK)James Thomlinson
Ashwin Pai
William Brown
IK
(Marketing and Communications Manager) +44 (0) 20 7304 7153
Vidya Verlkumar vidya.verlkumar@ikpartners.com
H/Advisors Maitland +44 (0) 20 7379 5151(Public Relations Adviser to Bidco and IK) IK-Maitland@h-advisors.globalVikki Kosmalska
Finlay Donaldson
DLA Piper UK LLP is acting as legal adviser to Medica.
Travers Smith LLP is acting as legal adviser to Bidco and IK.
Important Notices
Evercore Partners International LLP ("Evercore"), which is authorised and regulated by the FCA in the UK, is acting exclusively as financial adviser to Medica and no one else in connection with the matters described in this Announcement and will not be responsible to anyone other than Medica 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, 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 FSMA and successor legislation, 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 Medica 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, contract or otherwise (save as referred to above) which they might otherwise have in respect of this Announcement or any statement contained herein.
Liberum Capital Limited ("Liberum"), which is authorised and regulated by the FCA in the United Kingdom, is acting exclusively for Medica and no one else in connection with the Acquisition and will not be responsible to anyone other than Medica for providing the protections afforded to clients of Liberum nor for providing advice in relation to the Acquisition or any other matters referred to in this Announcement. Neither Liberum 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 Liberum in connection with this Announcement, any statement contained herein or otherwise.
Numis Securities Limited ("Numis"), which is authorised and regulated by the FCA in the United Kingdom, is acting exclusively for Medica and for no one else in connection with the Acquisition and/or any other matter referred to in this Announcement and will not be responsible to anyone other than Medica for providing the protections afforded to its clients or for providing advice in relation to the Acquisition, the contents of this Announcement, or another other matters referred to in this Announcement. Neither Numis nor any of its subsidiaries, affiliates or branches owes or accepts any duty, liability or responsibility whatsoever (whether direct, indirect, consequential, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Numis in connection with this Announcement, any statement or other matter or arrangement referred to herein or otherwise.
Jefferies International Limited ("Jefferies"), which is authorised and regulated in the United Kingdom by the FCA, is acting exclusively as financial adviser to Bidco and IK and for no one else in connection with the Acquisition and will not be responsible to anyone other than Bidco and IK for providing the protections afforded to clients of Jefferies for providing advice in relation to the Acquisition, the contents of this Announcement or any other matters referred to in this Announcement. 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 or otherwise.
Further Information
This Announcement is for information purposes only and is not intended to, and does not, constitute or form part of any offer or inducement to sell or an invitation to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities or a solicitation of an offer to buy any securities, any vote or approval in any jurisdiction 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.
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, the Listing Rules, the Takeover Code, the Market Abuse Regulation (EU 596/2014) (which is part of UK law by virtue of the European Union (Withdrawal) Act 2018) and the Disclosure Guidance and Transparency Rules 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.
This Announcement is not an advertisement and does not constitute a prospectus, prospectus equivalent document or an exempted document.
Overseas jurisdictions
The release, publication or distribution of this Announcement in or into certain jurisdictions other than the United Kingdom may be restricted by law and therefore any persons into whose possession this Announcement comes should inform themselves of, 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 shall 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 Acquisition shall be subject to the applicable requirements of the Takeover Code, the Panel, the London Stock Exchange, the FCA, the Listing Rules and the Registrar of Companies.
Additional information for US investors in Medica
Medica Shareholders in the United States should note that the Acquisition relates to the shares of an English company with a listing on the Main Market 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.
Medica's financial statements, and all financial information that is included in this Announcement, the Scheme Document or any other documents relating to the Acquisition, have been or will be prepared in accordance with UK-adopted international accounting 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 Medica 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 Medica Shareholder is urged to consult their independent professional adviser immediately regarding the tax consequences of the Acquisition applicable to them, including under applicable United States state and local laws, as well as overseas and other, tax laws.
It may be difficult for US holders to enforce their rights and claims arising out of the US federal securities laws, since Bidco and Medica 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 jurisdiction and judgement.
In accordance with normal UK practice and consistent with Rule 14e-5(b) of the US Exchange Act, (to the extent applicable) Bidco, certain affiliated companies and their nominees or brokers (acting as agents) may make certain purchases of, or arrangements to purchase, shares in Medica 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.
Neither the United States Securities and Exchange Commission nor any US state securities commission has approved or disapproved the Acquisition, passed upon the merits or fairness of the Acquisition or passed any opinion upon the accuracy, adequacy or completeness of this Announcement (nor has it done so in respect of the Scheme Document). Any representation to the contrary is a criminal offence in the United States.
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, IK, Medica, any member of the Wider Bidco Group or any member of the Wider Medica Group may 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 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, IK, Medica, any member of the Wider Bidco Group or any member of the Wider Medica Group (including their future prospects, developments and strategies), 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 "prepares", "plans", "expects" or "does not expect", "is expected", "is subject to", "budget", "projects", "synergy", "strategy", "scheduled", "goal", "estimates", "forecasts", "intends", "cost-saving", "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. 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 Bidco's, IK's, Medica's, any member of the Wider Bidco Group's or any member of the Wider Medica Group's operations and potential synergies resulting from the Acquisition; and (iii) the effects of global economic conditions and governmental regulation on Bidco's, IK's, Medica's, any member of the Wider Bidco Group's or any member of the Wider Medica Group's business.
Although Bidco and Medica believe that the expectations reflected in such forward looking statements are reasonable based on information available as at the date of this Announcement, Bidco, IK, Medica, the Wider Bidco Group and the Wider Medica Group 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, but are not limited to: the ability to complete the Acquisition; the ability to obtain requisite regulatory and shareholder approvals and the satisfaction of other Conditions; changes in the global political, economic, business and competitive environments and in market and regulatory forces; changes in future exchange and interest rates; changes in tax rates; future business combinations or disposals; changes in general economic and business conditions; changes in the behaviour of other market participants; the anticipated benefits from the proposed transaction not being realised as a result of changes in general economic and market conditions in the countries in which Bidco, IK, Medica, the Wider Bidco Group and/or the Wider Medica Group operate; weak, volatile or illiquid capital and/or credit markets; changes in the degree of competition in the geographic and business areas in which Bidco, IK, Medica, the Wider Bidco Group and/or the Wider Medica Group operate; and changes in laws or in supervisory expectations or requirements. Other unknown or unpredictable factors could cause actual results to differ materially from those expected, estimated or projected in the forward looking statements. If any one or more of these risks or uncertainties materialises or if any one or more of the assumptions proves incorrect, actual results may differ materially from those expected, estimated or projected. Such forward looking statements should therefore be construed in the light of such factors.
Neither Bidco, IK, Medica, the Wider Bidco Group nor the Wider Medica Group, nor any of their respective associates or directors, officers or advisers, provide 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. Given these risks and uncertainties, potential investors are cautioned not to place any reliance on these forward looking statements.
Specifically, statements of estimated cost savings and synergies relate to future actions and circumstances which, by their nature, involve risks, uncertainties and contingencies. As a result, the cost savings and synergies referred to may not be achieved, may be achieved later or sooner than estimated, or those achieved could be materially different from those estimated.
The forward looking statements speak only at the date of this Announcement. All subsequent oral or written forward looking statements attributable to any member of the Wider Bidco Group or the Wider Medica Group, or any of their respective associates, directors, officers, employees or advisers, are expressly qualified in their entirety by the cautionary statement above.
Other than in accordance with their legal or regulatory obligations, neither Bidco, IK, Medica, the Wider Bidco Group nor the Wider Medica Group is under any obligation to, and each such person expressly disclaims any intention or obligation to, update or revise any forward looking statements, whether as a result of new information, future events or otherwise.
No profit forecasts, estimates or quantified benefits statements
Other than the Medica Profit Forecasts, no statement in this Announcement, or incorporated by reference in this Announcement, is intended as a profit forecast, profit estimate or quantified benefits statement for any period and no statement in this Announcement should be interpreted to mean that earnings or earnings per share for Medica for the current or future financial years would necessarily match or exceed the historical published earnings or earnings per share for Medica.
Publication on website
A copy of this Announcement and the documents required to be published pursuant to Rule 26.1 of the Takeover Code will be available, free of charge, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on Medica's website at https://medicagroupplc.com/offer/ and Bidco's website at https://moonlight-offer.com/ by no later than 12.00 p.m. on the Business Day following this Announcement. For the avoidance of doubt, neither the content of Medica's website and Bidco's website is incorporated into, or forms part of, this Announcement.
Information relating to Medica Shareholders
Please be aware that addresses, electronic addresses and certain information provided by Medica Shareholders, persons with information rights, participants in the Medica Share Plans and other relevant persons for the receipt of communications from Medica may be provided to Bidco and IK during the Offer Period as required under Section 4 of Appendix 4 of the Takeover Code to comply with Rule 2.11(c) of the Takeover Code.
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. 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. A person may request that all future documents, announcements and information in relation to the Acquisition are sent to them in hard copy form.
In accordance with Rule 30.3 of the Takeover Code, Medica Shareholders, persons with information rights and participants in the Medica Share Plans may request a hard copy of this Announcement by contacting Link Group, Medica's Registrars on +44(0) 371 664 0321. Calls are charged at the standard geographic rate and will vary by provider. Calls outside the United Kingdom will be charged at the applicable international rate. Lines will be open between 9.00 a.m. to 5.30 p.m., Monday to Friday excluding public holidays in England and Wales. Different charges may apply to calls from mobile telephones. Calls may be recorded and randomly monitored for security and training purposes. The helpline cannot provide advice on the merits of the Acquisition or the Scheme nor give any financial, investment, legal or tax advice.
Disclosure requirements of the Takeover Code
Under Rule 8.3(a) of the Takeover 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 Takeover 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(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 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 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 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.