Last checked at 7 Mar 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 A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION
THIS IS AN ANNOUNCEMENT FALLING UNDER RULE 2.8 OF THE CITY CODE ON TAKEOVERS AND MERGERS (THE "CODE")
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
FOR IMMEDIATE RELEASE
7 March 2022
Spectris plc
Termination of discussions between Spectris plc and Oxford Instruments plc
Whilst the Board of Spectris plc ("Spectris") continues to believe there is a compelling strategic and financial rationale for a combination of Spectris and Oxford Instruments plc ("Oxford Instruments"), the advent of war in Ukraine, with its deplorable events, has created significant uncertainty in global economic conditions. Since there is no certainty as to when the situation will be resolved, and market conditions will improve, the Board has concluded that the proposed combination is no longer in shareholders' best interests at the current time. Therefore, discussions regarding the possible offer by Spectris for the entire issued and to be issued share capital of Oxford Instruments have been terminated.
In accordance with the Code, Spectris has confirmed to Oxford Instruments it has no intention of proceeding to make a firm offer for Oxford Instruments and consequently is bound by the restrictions under Rule 2.8 of the Code, save in the circumstances set out below.
Andrew Heath, Chief Executive of Spectris, commented:
"Oxford Instruments is a quality company and the strategic and financial rationale for a combination of our businesses is highly compelling. However, with the invasion of Ukraine, the world has changed since our proposed offer was made regarding a combination of our businesses, bringing a high degree of uncertainty to the economic outlook around the world. While we believe this combination is a great opportunity for both companies, the timing is no longer right and we have brought our discussions to a close. The appalling events in Ukraine are extremely distressing. Though we have no businesses in Ukraine, we are doing everything we can to help colleagues whose families are impacted and support the relief effort for the people of Ukraine."
Important Takeover Code (the "Code") notes
This is a statement to which Rule 2.8 of the Code applies.
Under Note 2 on Rule 2.8 of the Code, Spectris reserves the right to announce an offer or possible offer or make or participate in an offer or possible offer for Oxford Instruments or to take any other action which would otherwise be restricted under Rule 2.8 of the Code within six months following the date of this announcement in the following circumstances:
a. with the agreement of the board of Oxford Instruments;
b. if a third party announces a firm intention to make an offer for Oxford Instruments;
c. if Oxford Instruments announces a Rule 9 waiver (see Note 1 of the Notes on Dispensations from Rule 9) or a reverse takeover (as defined in the Code); or
d. if the Panel on Takeovers and Mergers determines that there has been a material change of circumstances.
Publication on a website
In accordance with Rule 26.1 of the Code, a copy of this announcement will be available at www.Spectris.com. The content of the website referred to in this announcement is not incorporated into and does not form part of this announcement.
The person responsible for arranging for the release of this announcement on behalf of Spectris is Mark Serföző.
Enquiries
Spectris plc
Siobhán Andrews, Head of Corporate Affairs
+44 20 4551 4549 / +44 7920 230093
Rothschild & Co, Lead Financial Adviser
Ravi Gupta / Alistair Allen
+44 20 7280 5000
Jefferies International Limited, Financial Adviser and Corporate Broker
Tony White / Paul Bundred / Marc Potel
+44 20 7029 8000
Tulchan Communications, PR Adviser
Martin Robinson / Mark Burgess
+44 20 7353 4200
Important notice related to financial adviser
N.M. Rothschild & Sons Limited ("Rothschild & Co"), which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting exclusively for Spectris plc and for no one else in connection with the subject matter of this announcement and will not be responsible to anyone other than Spectris plc for providing the protections afforded to its clients or for providing advice in connection with the subject matter of this announcement.
Jefferies International Limited ("Jefferies"), which is authorised and regulated by the FCA in the United Kingdom, is acting as financial adviser and corporate broker exclusively for Spectris and no one else in connection with the Possible Offer and will not be responsible to anyone other than Spectris for providing the protections afforded to clients of Jefferies nor for providing advice in relation to the Possible Offer or any other matters referred to in this announcement. Neither Jefferies nor any of its affiliates (nor their respective directors, officers, employees or agents) 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, the Possible Offer or otherwise.
Additional Information
This announcement is not intended to, and does not, constitute or form part of any offer, invitation or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities, or the solicitation of any vote or approval in any jurisdiction, pursuant to this announcement or otherwise. The distribution of this announcement in jurisdictions other than the United Kingdom may be affected by the laws of relevant jurisdictions.