27 May 2022 14:59
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, 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
RECOMMENDED ACQUISITION
OF
OCEAN OUTDOOR LIMITED
BY
ATOLL BIDCO LTD
a wholly-owned subsidiary of Atairos Group, Inc.
to be implemented by statutory merger under the BVI Business Companies Act, 2004 (as amended from time to time) of Atoll Merger Sub Ltd (a wholly-owned subsidiary of Atoll Bidco Limited) with Ocean Outdoor Limited
27 May 2022
Ocean Outdoor Limited ("Ocean", "the Group")
Updated Acquisition Timetable
On 3 May 2022, the boards of Ocean and Atoll Bidco Limited ("Bidco") announced (the "Transaction Announcement") that they had reached agreement on the terms of a recommended acquisition by Bidco of all of the issued and to be issued share capital of Ocean which members of the Bidco Group do not already own (the "Acquisition").
As set out in the Transaction Announcement, one condition to the Acquisition is for all required filings to have been made under the Swedish Competition Act (2008:579) and either the Swedish Competition Authority having issued a decision clearing the Acquisition or any waiting period applicable to the Acquisition having expired or been terminated.
The boards of Ocean and Bidco are pleased to announce that the Swedish Competition Authority issued a decision clearing the Acquisition on 20 May 2022.
The Acquisition remains subject to the satisfaction or, where applicable, waiver of all other Conditions set out in Appendix I to the Transaction Announcement, including the Ordinary Shareholder Approval and the Founder Shareholder Approval (together, the "Shareholder Approvals"). If the Shareholder Approvals are obtained at the general meeting convened for 13 June 2022 (notice of which is contained in the Merger Circular sent to Ocean shareholders on 17 May 2022), Ocean expects the Merger to become effective the following day.
An updated expected Acquisition timetable of principal events is set out below. Certain dates and times in the timetable are indicative only, and based on Ocean's and Bidco's current expectations and may be subject to change.
Terms used but not defined in this Announcement have the meaning given to them in the Transaction Announcement.
Event | Time and/or date (1) |
Publication of the Merger Circular | 17 May 2022 |
Go-shop period ends | 11.59 p.m. on 2 June 2022 |
Latest time for lodging: | |
(a) Forms of Instruction for the General Meeting (white form) | 1 p.m. on 10 June 2022 |
(b) Forms of Proxy for the General Meeting (blue form) | 1 p.m. on 11 June 2022 |
Voting Record Time (2) | 6 p.m. on 11 June 2022 |
Latest time for Ocean Shareholders to deliver a written objection to the Merger | Time of shareholder vote on 13 June 2022
|
General Meeting | 1 p.m. on 13 June 2022 |
Notice that the Merger has been approved to be given to each Ocean Shareholder (if any) who gave written objection, except those that voted for the Merger | 13 June 2022 after the General Meeting |
The following dates are indicative only and are subject to change | |
Date on which all conditions are satisfied or waived | 13 June 2022 |
Last day of dealings in, and for registration of transfers of, Ocean Shares and disablement in CREST of Depositary Interests | 13 June 2022 |
Latest time for Computershare to receive a Shareholder's Form of Election (yellow form) and Investor Representation Letter (the "Election Record Time") (3) | 1.00 p.m. on 13 June 2022 |
Ocean register of members is closed | 6.00 p.m. on 13 June 2022 |
Suspension of listing of, and dealings in, Ocean Shares | 6.00 p.m. on 13 June 2022 |
Cancellation and withdrawal of Depositary Interests into certificated form | 6.00 p.m. on 13 June 2022 |
Closing Date, Plan of Merger is executed and Merger is Effective (4) | 14 June 2022 |
Delisting of Ocean Shares | 14 June 2022 |
Deadline for any Dissenting Shareholder to submit a formal notice of dissent | 3 July 2022 |
Latest date for despatch of cheques and crediting of CREST accounts for the cash consideration due under the Merger | 7 July 2022 |
Long-Stop Date (5) | 30 September 2022 |
Notes:
(1) All references in this document to times are to BST unless otherwise stated. Certain of these dates are indicative only and will depend, among other things, on the date upon which (i) the Conditions set out in Appendix I of the Transaction Announcement are satisfied or, if capable of waiver, waived; and (ii) the executed Articles of Merger (annexing the Plan of Merger) are filed with the Registrar of Corporate Affairs under section 171 of the BVI Companies Act. Ocean will give adequate notice of any further updates or changes to times or dates indicated above by issuing an announcement through a Regulatory Information Service.
(2) If the General Meeting is adjourned, the Voting Record Time for the adjourned General Meeting will be 6.00 pm on the date that is two days prior to the date for the adjourned General Meeting.
(3) Notwithstanding the Election Record Time deadline, we strongly encourage any eligible Ocean Shareholder who is considering making an Election for the Alternative Offer to return a completed and executed Investor Representation Letter as soon as possible so as to enable the maximum time possible for their eligibility to be confirmed. Bidco reserves the right to treat (in its absolute discretion) as ineligible for the Alternative Offer an Ocean Shareholder that has submitted an Investor Representation Letter prior to the Election Record Time but in respect of whom Bidco has not been able to confirm as at the Election Record Time that the necessary conditions to making an Election have been satisfied.
(4) The Merger will become Effective upon the Articles of Merger (annexing the Plan of Merger) being registered by the Registrar of Corporate Affairs.
(5) The Long-Stop Date is the latest date by which the Acquisition must be implemented, which may be amended by agreement between Ocean and Bidco.
Enquiries:
For further information contact:
Ocean Outdoor | |
Tim Bleakley, CEO | 020 7292 6161 |
Susann Jerry, Head of Corporate Communications | |
Yellow Jersey PR
| |
Charles Goodwin
| 0774 778 8221 |
Annabel Atkins |
|
Important Notices
Barclays acting through its investment bank, which is authorised by the PRA and regulated in the United Kingdom by the FCA and the PRA, is acting exclusively for Ocean and no one else in connection with the matters set out in this announcement and will not be responsible to anyone other than Ocean for providing the protections afforded to clients of Barclays nor for providing advice in relation to the matters referred to in this announcement.
LionTree, which is authorised and regulated in the United Kingdom by the FCA, is acting exclusively as financial adviser to Ocean and no one else in connection with the matters set out in this announcement and will not be responsible to anyone other than Ocean for providing the protections afforded to clients of LionTree nor for providing advice in relation to the matters set out in this announcement. Neither LionTree 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 LionTree in connection with this announcement, any statement contained herein or otherwise.
Lazard, which is authorised and regulated in the United Kingdom by the FCA, is acting exclusively as financial adviser to Atairos and Bidco and no one else in connection with the matters set out in this announcement and will not be responsible to anyone other than Atairos and Bidco for providing the protections afforded to clients of Lazard nor for providing advice in relation to the matters set out 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 this announcement, any statement contained herein or otherwise.
Overseas jurisdictions
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. Failure to comply with any such restrictions may constitute a violation of the securities laws of any such jurisdiction. Persons in the United States should review "Additional information for US investors in Ocean" below.
In particular, the ability of persons who are not resident in the BVI or the United Kingdom to vote their Ocean Shares with respect to the Merger at the General Meeting, or to appoint another person as proxy to vote at the General Meeting on their behalf, may be affected by the laws of the relevant jurisdictions in which they are located. Any failure to comply with the applicable 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. This announcement has been prepared for the purpose of complying with the relevant procedural requirements of the Ocean Articles, BVI law and UK MAR 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 the BVI or the United Kingdom.
Copies of this announcement will not be, and must not be, mailed or otherwise forwarded, distributed or sent in, into or from any Restricted Jurisdiction or any jurisdiction where to do so would violate the laws of that jurisdiction and persons receiving the announcement (including custodians, nominees and trustees) must not mail or otherwise forward, distribute or send it in, into or from any Restricted Jurisdiction. Doing so may render invalid any related purported vote in respect of the Merger.
Additional information for US investors in Ocean
The Acquisition relates to the securities of BVI, UK and Cayman companies and is proposed to be made by means of a merger provided for under, and governed by, BVI law. This announcement has been prepared, in accordance with BVI law, the BVI Companies Act and BVI disclosure requirements applicable to statutory mergers, and the Alternative Offer Arrangements have been prepared in accordance with English law, the format and style of which differ from those in the United States. The Acquisition is not subject to the proxy solicitation rules under the US Exchange Act or any US state corporate law relating to mergers or business combinations. Accordingly, the Acquisition is subject to the procedural and disclosure requirements of, and practices applicable in, the BVI and England and Wales, which differ from the disclosure requirements of the US proxy solicitation rules and US state law and practice.
None of the Topco Securities, the Bidco Rollover Securities, the Debtco Rollover Securities and the Midco Rollover Securities, each to be issued pursuant to the terms of the Acquisition have been, or will be, registered under the US Securities Act or under any laws or with any securities regulatory authority of any state, district or other jurisdiction, of the United States, and may only be offered or sold pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the US Securities Act and in compliance with any applicable state and other securities laws. There will be no public offer of any securities in the United States. This announcement does not constitute an offer to sell or solicitation of an offer to buy any of the Ocean Shares in the United States.
Subject to certain limited exceptions, the Alternative Offer is only available to Ocean Shareholders which certify to being either: (i) both a Qualified Institutional Buyer and an Accredited Investor, or (ii) outside the United States.
Neither the U.S. Securities and Exchange Commission (the "SEC") nor any US state securities commission has approved or disapproved of the Topco Securities, the Bidco Rollover Securities, the Debtco Rollover Securities or the Midco Rollover Securities to be issued in connection with the Acquisition, or determined if this announcement is accurate or complete. Any representation to the contrary is a criminal offence in the United States.
The Topco Securities, the Bidco Rollover Securities, the Debtco Rollover Securities and the Midco Rollover Securities have not been and will not be listed on a U.S. securities exchange or quoted on any inter-dealer quotation system in the United States. Neither Topco nor Bidco nor Ocean intends to take any action to facilitate a market in the Topco Securities in the United States.
Financial statements, and all financial information that is included in the Transaction Announcement, this announcement or any other announcements relating to the Acquisition, have been or will be prepared in accordance with International Financial Reporting Standards or other reporting standards or accounting practice which may not be comparable to financial statements of companies in the United States or other companies whose financial statements are prepared in accordance with generally accepted accounting principles in the United States (US GAAP).
The receipt of cash or securities by Ocean Shareholders in the United States (each, a "US Holder") as consideration for the transfer or cancellation, as the case may be, of such person's Ocean Shares pursuant to terms of the Acquisition may be a taxable transaction for US federal income tax purposes and under applicable US state and local, as well as foreign and other, tax laws. Each US Holder is urged to consult its independent professional adviser immediately regarding the tax consequences of the Acquisition applicable to them.
Each of Ocean, Bidco and Merger Sub are incorporated and existing under the laws of the BVI. Topco is incorporated and existing under the laws of the Cayman Islands. Midco and Debtco are incorporated and existing under the laws of the United Kingdom. It may be difficult for US Holders to enforce their rights and claims arising out of the US federal securities laws, since Ocean, Topco, Midco, Debtco, Bidco and Merger Sub are located in countries other than the United States, and the majority or all of their officers and directors are residents of non-US jurisdictions. 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. Although there is no statutory enforcement in the BVI of judgments obtained in the courts of the United States, the courts of the BVI will recognise such a foreign judgment and treat it as a cause of action in itself which may be sued upon as a debt at common law so that no retrial of the issues would be necessary if fresh proceedings are brought in the BVI to enforce that judgment, provided however that such judgment: (i) is not in respect of penalties, fines, taxes or similar fiscal or revenue obligations of the relevant BVI company; (ii) is final and for a liquidated sum; (iii) was not obtained in a fraudulent manner; (iv) is not of a kind the enforcement of which is contrary to the public policy in the BVI; (v) is not contrary to the principles of natural justice; and (vi) provided that the courts of the relevant US State had jurisdiction in the matter and the relevant BVI company either submitted to such jurisdiction or was resident or carrying on business within such jurisdiction and was duly served with process. Non-money judgments from a foreign court are not directly enforceable in the BVI. However, it is possible for a non-money judgment from a foreign court to be indirectly enforced by means of a claimant bringing an identical action in the courts of the BVI in respect of which a non-money judgment has been made by a foreign court. In appropriate circumstances, the courts of the BVI may give effect to issues and causes of action determined by the foreign court, such that those matters need not be retried. Although there is no statutory enforcement in the Cayman Islands of judgments or orders obtained in foreign courts, the courts of the Cayman Islands will recognise and enforce a foreign judgment or order, without re-examination or re-litigation of the matters adjudicated upon, if the judgment or order: (i) is given by a foreign court of competent jurisdiction; (ii) is final and conclusive; (iii) is not in respect of a tax, fine or other penalty; (iv) was not obtained by fraud; and (v) is not of a kind, the enforcement of which is contrary to public policy in the Cayman Islands. The courts of the Cayman Islands will apply the rules of Cayman Islands private international law to determine whether the foreign court is a court of competent jurisdiction. Subject to these limitations, the courts of the Cayman Islands will recognise and enforce a foreign judgment for a liquidated sum and may also give effect in the Cayman Islands to other kinds of foreign judgments, such as declaratory orders, orders for performance of contracts and injunctions.
Application of the Code
Ocean is a company incorporated and existing in the BVI and, as such, is not subject to the jurisdiction of the UK Takeover Panel or the Code. It will not, therefore, receive the benefit of the takeover offer protections provided by the Code.
As the UK Takeover Panel does not have responsibility for ensuring compliance with the Code in respect of the Acquisition, it will not be able to answer Ocean Shareholders' queries in relation to Ocean, Bidco, Merger Sub or the Acquisition.