3 Dec 2019 12:47
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 OF SUCH JURISDICTION
FOR IMMEDIATE RELEASE
3 December 2019
RECOMMENDED CASH ACQUISITION
of
SOPHOS GROUP plc
by
SURF BUYER LIMITED
(a newly formed company owned by FUNDS MANAGED aND/OR ADVISED BY THOMA BRAVO, LLC) to be effected by means of a Scheme of Arrangement underPart 26 of the Companies Act 2006
RESULTS OF COURT MEETING AND GENERAL MEETING
Sophos Group plc ("Sophos") announces that at the Court Meeting and General Meeting held earlier today in connection with the recommended cash offer made by Surf Buyer Limited ("Bidco"), a newly formed company owned by funds managed and/or advised by Thoma Bravo, LLC, pursuant to which Bidco will acquire the entire issued and to be issued share capital of Sophos (the "Acquisition") to be effected by means of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act (the "Scheme"):
(A) the requisite majority of Sophos Shareholders voted to approve the Scheme at the Court Meeting; and
(B) the requisite majority of Sophos Shareholders voted to pass the Special Resolution to implement the Scheme, including the amendment of Sophos' articles of association, at the General Meeting.
Details of the resolutions passed are set out in the notices of the Court Meeting and General Meeting contained in the scheme document published on 8 November 2019 in relation to the Acquisition (the "Scheme Document").
Capitalised terms used in this announcement (the "Announcement"), unless otherwise defined, have the same meanings as set out in the Scheme Document. All references to times in this Announcement are to London times unless otherwise stated.
Voting results of the Court Meeting
The table below sets out the results of the poll at the Court Meeting. Each Sophos Shareholder, present in person or by proxy, was entitled to one vote per Scheme Share held at the Voting Record Time.
Results of Court Meeting | No. of Scheme Shares voted | % of Scheme Shares voted* | No. of Sophos Shareholders who voted | % of no. of Sophos Shareholders who voted* | No. of Scheme Shares voted as a % of the Scheme Shares eligible to be voted at the Court Meeting* |
FOR | 265,785,295 | 96.40% | 252 | 78.26% | 54.11% |
AGAINST | 9,925,899 | 3.60% | 70 | 21.74% | 2.02% |
TOTAL | 275,711,194 | 100% | 322 | 100% | 56.13% |
* Rounded to two decimal places.
Voting results of the General Meeting
The table below sets out the results of the poll at the General Meeting. Each Sophos Shareholder, present in person or by proxy, was entitled to one vote per Sophos Share held at the Voting Record Time.
| FOR** | AGAINST | TOTAL | WITHHELD *** | ||
Special Resolution | No. of votes | % of votes* | No. of votes | % of votes* | No. of votes | No. of votes |
Approval of the implementation of the Scheme, including amendments to the Articles of Association | 266,483,723 | 96.41% | 9,926,260 | 3.59% | 276,409,983 | 190,478 |
* Rounded to two decimal places.
** Includes discretionary votes.
*** A vote withheld is not a vote in law and is not counted in the calculation of the proportion of votes 'For' or 'Against' the Special Resolution.
The total number of Sophos Shares in issue at the Voting Record Time was 491,156,953. Sophos does not hold any shares in treasury. Consequently, the total number of voting rights in Sophos at the Voting Record Time were 491,156,953.
A copy of the Special Resolution passed at the General Meeting will be submitted today to the National Storage Mechanism and will be available for inspection at http://www.morningstar.co.uk/uk/NSM.
Effective Date and Timetable
The Scheme remains subject to the satisfaction or (where applicable) waiver of the remaining Conditions set out in the Scheme Document, including the Court sanctioning the Scheme at the Scheme Court Hearing, which is expected to take place in the first quarter of 2020.
The expected timetable of principal events for the implementation of the Scheme remains as set out on pages 12 and 13 of the Scheme Document and is also set out below. The dates are indicative only and are subject to change. The dates will depend, among other things, on the date upon which (i) the Conditions are satisfied or (if capable of waiver) waived; (ii) the Court sanctions the Scheme; and (iii) the Court Order is delivered to the Registrar of Companies. 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.
Event | Time and/or date | |
Scheme Court Hearing | A date expected to be in the first quarter of 2020 and, in any event, prior to the Long Stop Date, subject to the satisfaction (or, if applicable, waiver) of Conditions 3(A) to 3(D) (inclusive) ("D") | |
Last time for receipt of red Form of Election or TTE Instructions relating to Currency Election Last day for dealings in, and for the registration of transfers of, Sophos Shares Scheme Record Time Disablement of CREST in respect of Sophos Shares Suspension of dealings in Sophos Shares Effective Date of the Scheme Cancellation of listing of Sophos Shares Latest date for despatch of cheques and crediting of CREST accounts for cash consideration due under the Scheme | 1:00pm on D D+1 Business Day 8.00 p.m. on D+1 Business Day 8.00 p.m. on D+1 Business DayBy 7.30 a.m. on D+2 Business Days D+2 Business Days By 7.30 a.m. on D+3 Business Days Within 14 days of the Effective Date | |
Long Stop Date | 26 June 2020(1) | |
Note: (1) This is the latest date by which the Scheme may become effective. However, the Long Stop Date may be extended to such later date as Sophos and Bidco may agree in writing (with the Panel's consent and as the Court may approve (if such consent and/or approval is/are required)). | ||
Enquiries:
Sophos Group plc Kris Hagerman, Chief Executive OfficerDerek Brown, Vic President Investor Relations | Tel: +44 (0) 12 3555 9933
|
Tulchan Communications (financial PR adviser to Sophos)James Macey WhiteSunni ChauhanHarry CameronMatt Low | Tel: +44 (0)20 7353 4200
|
J.P. Morgan Cazenove (lead financial adviser and corporate broker to Sophos) Gary WeissBill HutchingsJames RobinsonChris Wood | Tel: +44 (0)20 7742 4000 |
Lazard (financial adviser and Rule 3 adviser to Sophos) Cyrus KapadiaPhilippe Noël | Tel: +44 (0)20 7251 3801 |
UBS AG London Branch (corporate broker and financial adviser to Sophos) Jonathan RowleyDavid Roberts | Tel: +44 (0)20 7567 8000 |
Finsbury (PR adviser to Sophos)Faeth BirchEdward Simpkins | Tel: +44 (0)20 7251 3801
|
Goldman Sachs (financial adviser to Bidco and Thoma Bravo) Ward WaltemathMark SorrellChris EmmersonJimmy Bastock (Corporate Broking) | Tel: +1 212 902 1000Tel: +44 (0)20 7774 1000Tel: +44 (0)20 7774 1000Tel: +44 (0)20 7774 1000 |
Kirkland & Ellis International LLP is acting as legal adviser to Thoma Bravo and Bidco.
Slaughter and May is acting as legal adviser to Sophos.
Important notices
Goldman Sachs International, which is authorised by the PRA and regulated by the FCA and the PRA in the United Kingdom, and Goldman Sachs & Co. LLC (together, "Goldman Sachs") are acting exclusively for Bidco and Thoma Bravo as financial advisers and no one else in connection with the Acquisition, this announcement or any matter referred to herein and will not be responsible to anyone other than Bidco and Thoma Bravo for providing the protections afforded to clients of Goldman Sachs, nor for providing advice in connection with the Acquisition, this announcement or any matter referred to herein. Neither Goldman Sachs nor any of Goldman Sachs' 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 Goldman Sachs in connection with the Acquisition, this announcement, any matter referred to herein or otherwise.
J.P. Morgan Securities plc, which conducts its UK investment banking business as J.P. Morgan Cazenove ("J.P. Morgan Cazenove"), is authorised in the United Kingdom by the PRA and regulated by the PRA and the FCA. J.P. Morgan Cazenove is acting as financial adviser exclusively for Sophos and no one else in connection with the Acquisition and will not regard any other person as its client in relation to the Acquisition and will not be responsible to anyone other than Sophos for providing the protections afforded to clients of J.P. Morgan Cazenove or its affiliates, or for providing advice in relation to the Acquisition or any other matter or arrangement referred to herein.
Lazard & Co., Limited ("Lazard"), which is authorised and regulated by the FCA in the United Kingdom, is acting exclusively as financial adviser to Sophos and no one else in connection with the Acquisition and will not be responsible to anyone other than Sophos for providing the protections afforded to clients of Lazard nor for providing advice in connection with the Acquisition or any other matter referred to herein. 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 the Acquisition, any statement contained herein or otherwise.
UBS AG London Branch ("UBS") is authorised and regulated by the Financial Market Supervisory Authority in Switzerland. It is authorised by the PRA and subject to regulation by the FCA and limited regulation by the PRA in the United Kingdom. UBS is acting exclusively as financial adviser to Sophos and no one else for the purpose of the Acquisition and will not be responsible to anyone other than Sophos for providing the protections offered to clients of UBS nor for providing advice in relation to the Acquisition or any transaction, arrangement or other matter referred to herein.
In accordance with the Takeover Code, Goldman Sachs International, J.P. Morgan Cazenove and UBS and their respective affiliates will continue to act as exempt principal trader in Sophos securities on the London Stock Exchange. These purchases and activities by exempt principal traders which are required to be made public in the United Kingdom pursuant to the Takeover Code will be reported to a Regulatory Information Service and will be available on the London Stock Exchange website at www.londonstockexchange.com. This information will also be publicly disclosed in the United States to the extent that such information is made public in the United Kingdom.
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 invitation 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 the Acquisition or otherwise. The Acquisition will be made solely pursuant to the terms of the Scheme Document (or, if the Acquisition is implemented by way of an Offer, the Offer Document), which will contain the full terms and conditions of the Acquisition, including details of how to vote in respect of the Acquisition. Any decision in respect of, 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 an Offer, the Offer Document).
This announcement does not constitute a prospectus or prospectus equivalent document.
Overseas Shareholders
This announcement has been prepared in accordance with English law, the Takeover Code, the Market Abuse Regulation and the Disclosure Guidance and Transparency Rules and information disclosed may not be the same as that which would have been prepared in accordance with the laws of jurisdictions outside England.
The availability of the Acquisition to Sophos Shareholders who are not resident in and citizens of the UK may be affected by the laws of the relevant jurisdictions in which they are located or of which they are citizens. Persons who are not resident in the UK should inform themselves of, and observe, any applicable legal or regulatory requirements of their jurisdictions. In particular, the ability of persons who are not resident in the United Kingdom to vote their Sophos Shares with respect to the Scheme at the Court Meeting, or to appoint another person as proxy to vote at the Court 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. Further details in relation to Overseas Shareholders will be contained in the Scheme Document.
Unless otherwise determined by Bidco or required by the Takeover Code, and permitted by applicable law and regulation, the Acquisition will 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 use, means, instrumentality or from within a Restricted Jurisdiction or any other jurisdiction if to do so would constitute a violation of the laws of that jurisdiction. Copies of this announcement and any formal documentation relating to the Acquisition are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in or into or from any Restricted Jurisdiction and persons receiving such documents (including custodians, nominees and trustees) must not mail or otherwise forward, distribute or send it in or into or from any Restricted Jurisdiction. Doing so may render invalid any related purported vote in respect of the Acquisition. If the Acquisition is implemented by way of an Offer (unless otherwise permitted by applicable law and regulation), the Offer may not be made directly or indirectly, in or into, or by the use of mails or any means or instrumentality (including, but not limited to, facsimile, e-mail or other electronic transmission, telex or telephone) of interstate or foreign commerce of, or of any facility of a national, state or other securities exchange of any Restricted Jurisdiction and the Offer may not be capable of acceptance by any such use, means, instrumentality or facilities.
Notice to US investors in Sophos
The Acquisition relates to the shares of an English company and is being made by means of a scheme of arrangement provided for under English company law. A transaction effected by means of a scheme of arrangement is not subject to the tender offer or proxy solicitation rules under the US Exchange Act of 1934. Accordingly, the Acquisition is subject to the disclosure requirements and practices applicable in the UK to schemes of arrangement which differ from the disclosure requirements of the US tender offer and proxy solicitation rules. The financial information included in this announcement has been prepared in accordance with generally accepted accounting principles of the United Kingdom and thus may not be comparable to financial information of US companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the United States.
If, in the future, Bidco exercises its right to implement the Acquisition by way of an Offer, which is to be made into the United States, such Offer will be made in compliance with the applicable US laws and regulations.
It may be difficult for US holders of Sophos Shares to enforce their rights and any claim arising out of the US federal laws, since Bidco and Sophos are located in a non-US jurisdiction, and some or all of their officers and directors may be residents of a non-US jurisdiction. US holders of Sophos Shares may not be able to sue a non-US company or its officers or directors in a non-US court for violations of the 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.
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 and Sophos 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 of the management of Bidco and Sophos 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 and Sophos (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 "plans", "expects" or "does not expect", "is expected", "is subject to", "budget", "projects", "strategy", "scheduled", "estimates", "forecasts", "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 (or, in each case, their negative or other variations). Although Bidco and Sophos believe that the expectations reflected in such forward-looking statements are reasonable, Bidco and Sophos 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 on the proposed terms and schedule; as future market conditions, changes in general economic and business conditions, 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 and Sophos operate, weak, volatile or illiquid capital and/or credit markets, changes in tax rates, interest rate and currency value fluctuations, the degree of competition in the geographic and business areas in which Bidco and Sophos operate, the consequences in the UK and globally from the withdrawal of the UK from the European Union, and changes in laws or in supervisory expectations or requirements. Other unknown or unpredictable factors could cause actual results to differ materially from those in the forward-looking statements. Such forward-looking statements should therefore be construed in the light of such factors. Neither Bidco nor Sophos, nor any of their respective associates or directors, officers 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 any reliance on these forward-looking statements. Other than in accordance with their legal or regulatory obligations, neither Bidco nor Sophos is under any obligation, and Bidco and Sophos expressly disclaim any intention or obligation, to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
Publication on a website
This announcement will be available, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on Sophos' website at https://investors.sophos.com promptly and in any event by no later than 12 noon on the Business Day following the date of this announcement. The content of the website referred to in this announcement is not incorporated into and does not form part of this announcement.