TIDM0REK TIDMMGGT TIDM0REK
RNS Number : 5166I
TransDigm Group Incorporated
12 August 2021
CLEVELAND, Aug. 12, 2021 / THIS IS A REISSUANCE OF THE TRANSDIGM
GROUP INC. PRESS RELEASE ISSUED ON AUGUST 11, 2021. THE PRESS
RELEASE IS BEING REISSUED IN ITS ENTIRETY FOR THE SOLE PURPOSE OF
FACILITATING LINKING TO MEGGIT PLC.
TransDigm Response to Meggitt PLC Announcement
CLEVELAND, Aug. 11, 2021 / This press release is being issued in
response to the announcement from Meggitt PLC regarding TransDigm's
approach to Meggitt for a possible acquisition. The below press
release was made in accordance with Rule 2.4 of the City Code on
Takeovers and Mergers.
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 SUCH
JURISDICTION.
THIS IS AN ANNOUNCEMENT FALLING UNDER RULE 2.4 OF THE CITY CODE
ON TAKEOVERS AND MERGERS (THE "CODE") AND DOES NOT CONSTITUTE AN
ANNOUNCEMENT OF A FIRM INTENTION TO MAKE AN OFFER UNDER RULE 2.7 OF
THE CODE. THERE CAN BE NO CERTAINTY THAT ANY FIRM OFFER WILL BE
MADE NOR AS TO THE TERMS ON WHICH ANY FIRM OFFER MIGHT BE MADE
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
FOR IMMEDIATE RELEASE
August 11(th) , 2021
TransDigm Group Incorporated
Response to Meggitt Announcement
TransDigm Group Incorporated ("TransDigm") notes the recent
announcement from Meggitt PLC ("Meggitt") and confirms that
TransDigm made an approach to Meggitt regarding a possible
acquisition of the entire issued and to be issued share capital of
Meggitt for cash consideration.
There can be no certainty that an offer will be made, nor as to
the terms on which any such offer might be made. TransDigm reserves
the right to introduce other forms of consideration and / or vary
the mix or composition of consideration of any offer.
In accordance with Paragraph 4(c) of Appendix 7 of the Code, the
Panel will announce the deadline by which TransDigm must clarify
its intentions in relation to Meggitt.
A further announcement will be made as appropriate.
Enquiries:
TransDigm Group Incorporated Tel: +1 216 706 2945
Jaimie Stemen, Investor Relations
J.P. Morgan Cazenove
Jason Spindel / John Herrold Tel: +1 212 270 6000
Robert Constant / Richard Perelman / Celia Tel: +44 (0) 20 7742 4000
Murray
Disclaimer
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 whether pursuant to this
announcement or otherwise.
The distribution of this announcement in jurisdictions outside
the United Kingdom may be restricted by law and therefore persons
into whose possession this announcement comes should inform
themselves about, and observe, such restrictions. Any failure to
comply with the restrictions may constitute a violation of the
securities law of any such jurisdiction.
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 Prudential Regulation
Authority (the "PRA") and regulated by the PRA and the Financial
Conduct Authority. J.P. Morgan Cazenove is acting as financial
adviser exclusively for TransDigm and no one else in connection
with the matters set out in this announcement and will not regard
any other person as its client in relation to the matters in this
announcement and will not be responsible to anyone other than
TransDigm for providing the protections afforded to clients of J.P.
Morgan Cazenove or its affiliates, nor for providing advice in
relation to any matter referred to herein.
Disclosure requirements of the Code
Under Rule 8.3(a) of the Code, any person who is interested in
1% 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 pm (London time) on the 10th business day following the
commencement of the offer period and, if appropriate, by no later
than 3.30 pm (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 Code, any person who is, or becomes,
interested in 1% 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 pm (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 Takeover 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.
Website
A copy of this announcement will be made available, subject to
certain restrictions relating to persons resident in restricted
jurisdictions, on TransDigm's website at www.transdigm.com by no
later than 12 noon (London time) on the business day following the
date of this announcement. The content of this website is not
incorporated into and does not form part of this announcement.
Forward-Looking Statements
The statements in this press release contain forward-looking
statements within the meaning of the Private Securities Litigation
Reform Act of 1995. All forward-looking statements involve risks
and uncertainties that could cause TransDigm Group's actual results
to differ materially from those expressed or implied in any
forward-looking statements made by, or on behalf of, TransDigm
Group. These risks and uncertainties include but are not limited
to: the possible combination will not be pursued; the failure to
satisfy the conditions of a possible combination if and when
implemented (including approvals or clearances from regulatory or
other agencies or bodies) on a timely basis or at all; the
inability of the combined entity to realize successfully any
anticipated synergy benefits when (and if) the possible combination
is implemented; the inability of the combined entity to integrate
successfully when (and if) a combination is implemented; and the
combined entity incurring and/or experiencing unanticipated costs
and/or delays or difficulties relating to the possible combination
when (and if) it is implemented. Except as required by law,
TransDigm Group undertakes no obligation to revise or update any
forward-looking statements contained in this Current Report on Form
8-K.
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END
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