UDG.L Regulatory News (UDG)

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 OR REGULATIONS OF THAT JURISDICTION

FOR IMMEDIATE RELEASE

7 July 2021 

Increased and Final Recommended Cash Offer for

UDG Healthcare plc

by

Nenelite Limited

 (a newly incorporated company and Affiliate of Clayton, Dubilier & Rice, LLC as manager of CD&R Funds X and XI)

to be implemented by way of a scheme of arrangement under Chapter 1 of Part 9 of the Companies Act 2014

Announcement re REVISED Scheme Document Publication

On 29 June 2021, the boards of Nenelite Limited ("Bidco") and UDG Healthcare plc ("UDG") announced that they had reached agreement on the terms of an increased and final cash offer, unanimously recommended by the board of UDG (the "Increased Final Offer"), pursuant to which Bidco, an Affiliate of Clayton, Dubilier & Rice, LLC ("CD&R"), will acquire the entire issued and to be issued share capital of UDG (the "Acquisition"). The Increased Final Offer followed a previous cash offer by Bidco that was announced by the boards of Bidco and UDG on 12 May 2021 (the "Original Cash Offer").

The Acquisition is to be effected by way of a scheme of arrangement under Chapter 1 of Part 9 of the Companies Act 2014 (the "Scheme"). 

The financial terms of the Increased Final Offer are final and will not be increased, except that Bidco reserves the right to revise the financial terms of the Increased Final Offer if there is an announcement on or after 29 June 2021 of an offer or a possible offer for UDG by a third party offeror or potential offeror.

UDG announces that it has today published a circular relating to the Scheme (the "Revised Scheme Document") which it has also posted to UDG Shareholders together with the associated Forms of Proxy. The expected timetable of principal events in respect of the Acquisition is set out below.

Under the terms of the Acquisition, each UDG Shareholder will be entitled to receive:

The Acquisition values the entire issued and to be issued share capital of UDG at approximately £2,757 million and implies an enterprise value of £2,926 million.

The Acquisition represents:

· an increase of 57 pence (or 5.6 per cent.) in cash for each UDG Share as compared to the original offer price of 1,023 pence in cash for each UDG Share;

· an implied enterprise value multiple of approximately 17.8x UDG's adjusted EBITDA of $228 million and an implied price-to-earnings multiple of approximately 30.2x UDG's adjusted EPS of 49.6 cents for the 12 month period ended 31 March 2021;

· a premium of approximately 37.5 per cent. to the volume weighted average price of 785 pence per UDG Share for the six months ended 11 May 2021 (being the last Business Day before the commencement of the offer period);

· a premium of approximately 37.6 per cent. to the volume weighted average price of 785 pence per UDG Share for the three months ended 11 May 2021 (being the last Business Day before the commencement of the offer period);

· a premium of approximately 28.3 per cent. to the Closing Price of 842 pence per UDG Share on 11 May 2021 (being the last Business Day before the commencement of the offer period); and

· a premium of approximately 12.6 per cent. to the all-time UDG high Closing Price up to 11 May 2021 (being the last Business Day before the commencement of the offer period).

It is proposed that, under the Scheme, all Scheme Shares will be transferred to Bidco. As a result of these arrangements, UDG will become a wholly owned subsidiary of Bidco. UDG Shareholders whose shares are subject to the Scheme will receive the Consideration (without interest and less any applicable withholding taxes). UDG Shares issued after the Scheme Record Time will not be subject to the Scheme. Accordingly, it is proposed that UDG's Articles be amended so that any UDG Shares issued after the Scheme Record Time (other than to Bidco and/or its nominees) will be immediately and automatically transferred to Bidco on the same terms as under the Scheme.

The Scheme, and certain related matters, require approval by UDG Shareholders, which will now be sought at the Adjourned Scheme Meeting and at the Adjourned EGM. The Adjourned Scheme Meeting will be held at the UDG head office at 20 Riverwalk, Citywest Business Campus, Citywest, Dublin 24, D24 NR23, Ireland on 22 July 2021, commencing at 11.00 a.m. The Adjourned EGM will be held at the same location commencing at 11.15 p.m. on 22 July 2021 or, if later, immediately after the conclusion or adjournment of the Adjourned Scheme Meeting. If the Scheme becomes effective, it will be binding on all Scheme Shareholders, irrespective of whether or not they attended or voted at the Adjourned Scheme Meeting and/or the Adjourned EGM (and, if they attended and voted, whether or not they voted in favour).

COVID-19 Restrictions

The UDG Board notes the various measures applying in Ireland due to the ongoing COVID-19 pandemic. At the time of publication of the Revised Scheme Document, the Irish Government has prohibited large public gatherings, save in certain limited circumstances. In light of these measures, together with the uncertainty as to any additional and/or alternative measures that may be put in place by the Irish Government, and in order to protect the health and safety of UDG's Shareholders and directors, we hope that shareholders will understand that UDG Shareholders and other attendees will not be permitted to attend the Adjourned Scheme Meeting or the Adjourned EGM in person, save for the Chairperson, UDG's legal advisers and any UDG Directors or UDG Shareholders that may be nominated by the Chairperson.

Instead, UDG Shareholders will be given the opportunity to remotely attend, speak, ask questions and vote at the Adjourned Scheme Meeting and the Adjourned EGM via a virtual meeting platform provided by Lumi Global and related teleconference facility, either personally or by proxy if an individual or by proxy or corporate representative (if applicable) if a company.

UDG Shareholders should carefully read the Revised Scheme Document in its entirety before making a decision with respect to the Scheme.

Capitalised terms used, but not defined, in this announcement have the same meaning as in the Revised Scheme Document.

Voting in respect of the Adjourned Scheme Meeting and/or the Adjourned EGMAll UDG Uncertificated Holders (i.e. persons holding through the Euroclear Bank System or (via a holding of CDIs) the CREST system) will be required to vote again in respect of the Adjourned Scheme Meeting and Adjourned EGM, even those who have previously submitted their proxy or voting instructions to their respective service offerings in connection with the Scheme Meeting and/or EGM. Previous instructions by UDG Uncertificated Holders are no longer valid. This requirement for re-voting by UDG Uncertificated Holders is necessitated by the new record date which will apply to the Adjourned Scheme Meeting and Adjourned EGM.

UDG Certificated Holders who have already submitted proxy or voting instructions in respect of the Scheme Meeting and/or EGM and who do not wish to make any change thereto do not need to take any action. Their instructions will remain valid for the Adjourned Scheme Meeting and/or Adjourned EGM. UDG Certificated Holders who have not submitted proxy or voting instructions or who wish to change their previously submitted instructions will be able to do so in accordance with instructions set out in the Revised Scheme Document.

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

The following timetable is based on UDG and Bidco's current expected dates for the implementation of the Acquisition and the Scheme and is subject to change. If any of the dates and/or times in this expected timetable change, the revised dates and/or times will be notified to UDG Shareholders by announcement through a Regulatory Information Service, with such announcement being made available on UDG's website at https://www.udghealthcare.com.

Notes:

Notes:

Enquiries:

Updated disclosure of relevant securities in issue pursuant to Takeover Rule 2.10

In accordance with Rule 2.10 of the Takeover Rules, UDG confirms that it has 251,975,343 ordinary shares of €0.05 each ("UDG Ordinary Shares") in issue and admitted to listing on the Official List of the FCA and to trading on the main market of the London Stock Exchange. This reflects an increase of 1,120 as against the number disclosed on 29 June 2021 pursuant to Rule 2.10. The ISIN for the UDG Ordinary Shares is IE0033024807.

UDG also confirms that there are 3,269,272 options over ordinary shares outstanding under UDG's share schemes (the 2010 Long Term Incentive Plan and the 2019 Performance Share Plan). This reflects a reduction of 1,120 as against the number disclosed on 29 June 2021 pursuant to Takeover Rule 2.10.

Information in relation to relevant securities in this announcement is as of the close of business on 2 July 2021, being the latest practicable date prior to the date of the Revised Scheme Document dated 7 July 2021.

Statements Required by the Takeover Rules

The UDG Directors accept responsibility for the information contained in this announcement relating to UDG, the UDG Group and the UDG Directors and members of their immediate families, related trusts and persons connected with them. To the best of the knowledge and belief of the UDG Directors (who have taken all reasonable care to ensure that such is the case), the information contained in this announcement for which they accept responsibility is in accordance with the facts and does not omit anything likely to affect the import of such information.

Goldman Sachs International, which is authorised by the PRA and regulated by the PRA and the FCA in the United Kingdom, is acting as financial adviser to UDG and no one else in connection with the matters described in this announcement and will not be responsible to anyone other than UDG for providing the protections afforded to clients of Goldman Sachs International nor for providing advice in connection with any matter referred to herein. Goldman Sachs International has given, and not withdrawn, its consent to the inclusion of its advice in this announcement in the form and context in which it is included.

N.M. Rothschild and Sons Limited ("Rothschild & Co"), which is authorised and regulated by the FCA in the United Kingdom, is acting as financial adviser to UDG, including providing independent financial advice to the UDG Directors for the purposes of Rule 3 of the Takeover Rules, and no one else in connection with the matters described in this announcement and will not be responsible to anyone other than UDG for providing the protections afforded to clients of Rothschild & Co nor for providing advice in connection with any matter referred to herein. Neither Rothschild & Co 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 Rothschild & Co in connection with this announcement, any statement contained herein, the Acquisition or otherwise. Rothschild & Co has given, and not withdrawn, its consent to the inclusion of its advice in this announcement in the form and context in which it is included.

J&E Davy ("Davy"), which is authorised and regulated in Ireland by the Central Bank of Ireland, is acting as corporate broker and corporate finance adviser to UDG and no one else in connection with the matters described in this announcement and will not be responsible to any person for providing the protections afforded to customers of Davy or for advising any other person in connection with any matter referred to herein.

Liberum Capital Limited, which is authorised and regulated by the FCA, is acting as corporate broker to UDG and no one else in connection with the matters described in this announcement and will not be responsible to anyone other than UDG for providing the protections afforded to clients of Liberum Capital Limited nor for providing advice in connection with any matter referred to herein.

Peel Hunt LLP ("Peel Hunt"), which is authorised and regulated in the United Kingdom by the FCA, is acting as corporate broker for UDG and for no one else in connection with the matters referred to in this announcement and will not be responsible to anyone other than UDG for providing the protections afforded to clients of Peel Hunt or for providing advice in connection with any matter referred to herein.

Disclosure requirements of the Takeover Rules

Under the provisions of Rule 8.3 of the Takeover Rules, if any person is, or becomes, "interested" (directly or indirectly) in, 1 per cent. or more of any class of "relevant securities" of UDG, all "dealings" by such person in any "relevant securities" of UDG (including by means of an option in respect of, or a derivative referenced to, any such "relevant securities") must be publicly disclosed by not later than 3:30 pm (Irish time) on the "business day" in Dublin following the date of the relevant transaction. This requirement will continue until the date on which the "offer period" ends. If two or more persons co-operate on the basis of any agreement, either express or tacit, either oral or written, to acquire an "interest" in "relevant securities" of UDG, they will be deemed to be a single person for the purpose of Rule 8.3 of the Takeover Rules.

Under the provisions of Rule 8.1 of the Takeover Rules, all "dealings" in "relevant securities" of UDG by CD&R or Bidco, or by any party Acting in Concert with either of them, must also be disclosed by no later than 12 noon (Irish time) on the "business day" in Dublin following the date of the relevant transaction.

A disclosure table, giving details of the companies in whose "relevant securities" "dealings" should be disclosed, can be found on the Irish Takeover Panel's website at www.irishtakeoverpanel.ie.

"Interests in securities" arise, in summary, when a person has long economic exposure, whether conditional or absolute, to changes in the price of securities. In particular, a person will be treated as having an "interest" by virtue of the ownership or control of securities, or by virtue of any option in respect of, or derivative referenced to, securities.

Terms in quotation marks are defined in the Takeover Rules, which can also be found on the Irish Takeover Panel's website. If you are in any doubt as to whether or not you are required to disclose a dealing under Rule 8, please consult the Irish Takeover Panel's website at www.irishtakeoverpanel.ie or contact the Irish Takeover Panel on telephone number +353 1 678 9020.

General

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, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. The Acquisition will be made solely through the Scheme Document and the Revised Scheme Document (or, if the Acquisition is implemented by way of a Takeover 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 acceptance or other response to the Acquisition should be made only on the basis of the information in the Scheme Document and the Revised Scheme Document (or, if the Acquisition is implemented by way of a Takeover Offer, the offer document).

Overseas Shareholders

The availability of the Acquisition to UDG Shareholders who are not resident in and citizens of Ireland or the United Kingdom 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 Ireland or the United Kingdom 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 Ireland or the United Kingdom to vote their UDG Shares with respect to the Scheme at the Adjourned Scheme Meeting, or to appoint another person as proxy to vote at the Adjourned Scheme 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 Revised Scheme Document.

Unless otherwise determined by Bidco or required by the Takeover Rules, 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 a Takeover Offer (unless otherwise permitted by applicable law and regulation), the Takeover 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 Takeover Offer may not be capable of acceptance by any such use, means, instrumentality or facilities.

Rounding

Certain figures included in this announcement have been subjected to rounding adjustments. Accordingly, figures shown for the same category presented in different tables may vary slightly and figures shown as totals in certain tables may not be an arithmetic aggregation of figures that precede them.