TIDMALNT
RNS Number : 5486H
Alent PLC
01 December 2015
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 THAT
JURISDICTION
FOR IMMEDIATE RELEASE
Recommended Acquisition
of
Alent plc
(incorporated and registered in England and Wales with
registered number 08197966)
by
MacDermid Performance Acquisitions Ltd
(incorporated and registered in England and Wales with
registered number 09676745)
a wholly owned subsidiary of
Platform Specialty Products Corporation
(a Delaware corporation)
SCHEME BECOMES EFFECTIVE
On 13 July 2015, the Boards of Directors of Alent plc ("Alent")
and Platform Speciality Products Corporation ("Platform") announced
that they had reached agreement on the terms of a recommended offer
for the entire issued and to be issued share capital of Alent by
MacDermid Performance Acquisitions Ltd ("Bidco"), a wholly owned
subsidiary of Platform, to be effected by means of a
Court-sanctioned scheme of arrangement under Part 26 of the
Companies Act 2006 (the "Scheme"). The scheme document in
connection with the Scheme was sent by Alent to Scheme Shareholders
on 17 August 2015 (the "Scheme Document").
Alent and Platform are pleased to announce that the Scheme has
now become effective and the entire issued and to be issued share
capital of Alent is owned by Bidco. This follows the Court's
sanction of the Scheme at the Scheme Sanction Hearing held on 20
November 2015.
Scheme Shareholders on the register at the Scheme Record Time,
being 6.00 p.m. (London time) on 23 November 2015, will receive 503
pence for each Scheme Share held or, to the extent that a valid
Partial Share Alternative Election has been made, New Platform
Shares on the basis set out in the Scheme Document.
Platform has indicated to Alent that it will use its
commercially reasonable best efforts to procure, to the extent
within its control, that the cash consideration due to Alent
shareholders will be paid on 7 December 2015.
New Platform Shares are expected to be registered on 2 December
2015 with the Platform CDIs to be credited to CREST accounts, where
applicable, shortly thereafter. To the extent that Scheme
Shareholders hold Scheme Shares in certificated form (that is, not
in CREST), Statements of Entitlement relating to New Platform
Shares (through DTC's Direct Registration System) will be
dispatched by 15 December 2015.
Applications have been made to the UK Listing Authority and the
London Stock Exchange and the cancellation of both the listing of
Scheme Shares on the Official List and admission to trading of
Scheme Shares on the London Stock Exchange will take place by no
later than 8.00 a.m. (London time) on 2 December 2015.
Other
Note that terms defined in the Scheme Document shall have the
same respective meanings when used in this announcement unless
otherwise defined herein.
For further information:
Platform Alent
Carey Dorman, Associate Director, Helen Barrett-Hague Tel: +44
Corporate Development and Investor 148 379 3293
Relations
Tel: 1-561-406-8465
Credit Suisse (Financial Adviser Rothschild (Lead Financial Adviser
to Platform and Bidco) and Rule 3 Adviser to Alent)
Spyros Svoronos Ravi Gupta
Joe Hannon Charles Montgomerie
Tel: +1 212 325 2000 Yuri Shakhmin
Tel: +44 207 888 8888 Tel: +44 207 280 5000
UBS (Financial Adviser and Corporate
Broker to Alent)
James Robertson
John Woolland
David Roberts
Tel: +44 207 567 8000
Liberum (Corporate Broker to
Alent)
Peter Tracey
Neil Patel
Anna Hartropp
Tel: +44 20 3100 2000
Weber Shandwick (PR adviser Pendomer Communications
to Platform) Charles Armitstead
Liz Cohen Tel: +44 20 3606 5224
Kelly Gawlik
Tel: +1 212 445 8000
Tel: +44 20 7067 0000
Important notices
N M Rothschild & Sons Limited ("Rothschild"), which is
authorised by the Prudential Regulation Authority and regulated by
the Financial Conduct Authority and the Prudential Regulation
Authority in the United Kingdom, is acting exclusively for Alent
and no one else in connection with the Transaction and will not be
responsible to anyone other than Alent for providing the
protections afforded to clients of Rothschild or for providing
advice in connection with the Transaction or any matter referred to
herein.
UBS Limited ("UBS"), which is authorised by the Prudential
Regulation Authority and regulated by the Financial Conduct
Authority and the Prudential Regulation Authority in the United
Kingdom, is acting exclusively for Alent and no one else in
connection with the Transaction and will not be responsible to
anyone other than Alent for providing the protections afforded to
clients of UBS or for providing advice in connection with the
Transaction or any matter referred to herein.
Liberum Capital Limited ("Liberum"), which is authorised by the
Prudential Regulation Authority and regulated by the Financial
Conduct Authority and the Prudential Regulation Authority in the
United Kingdom, is acting exclusively for Alent and no one else in
connection with the Transaction, and will not be responsible to
anyone other than Alent for providing the protections afforded to
clients of Liberum nor for providing advice in connection with the
Transaction or any other matters referred to in this
announcement.
Credit Suisse Securities (Europe) Limited ("Credit Suisse"),
which is authorised by the Prudential Regulation Authority and
regulated by the Financial Conduct Authority and the Prudential
Regulation Authority in the United Kingdom, is acting exclusively
for Platform and Bidco in connection with the Transaction and no
one else and will not be responsible to anyone other than Platform
for providing the protections afforded to clients of Credit Suisse
or for providing advice in relation to the Transaction, or any
matter referred to herein.
This announcement is for information purposes only and does not
constitute an offer to sell or an invitation to purchase any
securities or the solicitation of an offer to buy any securities,
pursuant to the Transaction or otherwise. The Transaction will be
implemented solely by means of the Scheme Document, which contains
the full terms and conditions of the Transaction, including details
of how to vote in respect of the Transaction.
This announcement has been prepared for the purpose of complying
with English law and the Code 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 the United Kingdom.
Notice to Overseas Shareholders
The release, publication or distribution of this announcement in
certain jurisdictions may be restricted by law and the availability
of the Transaction to Alent Shareholders who are not resident in
the UK may be affected by the laws of the relevant jurisdictions in
which they are resident. Persons who are not resident in the UK or
who are subject to other jurisdictions should inform themselves of,
and observe, any applicable requirements.
This announcement and the Scheme Document do not constitute, and
may not be used for the purposes of, an offer to sell or an
invitation or the solicitation of an offer to subscribe for or buy
any New Platform Shares by any person in any jurisdiction: (i) in
which such offer or invitation is not authorised; (ii) in which the
person making such offer or invitation is not qualified to do so;
or (iii) in which, or to any person to whom, it is unlawful to make
such offer, solicitation or invitation or would impose any
unfulfilled registration, publication or approval requirements on
Alent, Bidco, Platform, or any of their respective directors,
officers, agents and advisers. No action has been taken nor will be
taken in any jurisdiction by any such person that would permit a
public offering of the New Platform Shares in any jurisdiction
where action for that purpose is required, nor has any such action
been taken with respect to the possession or distribution of this
announcement other than in any jurisdiction where action for that
purpose is required. None of Alent, Bidco, Platform nor their
respective directors, officers, agents or advisers accept any
responsibility for any violation of any of these restrictions by
any other person.
Unless otherwise determined by Platform or required by the Code,
and permitted by applicable law and regulation, the Transaction
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 means from within a Restricted Jurisdiction or
any other jurisdiction if to do so would constitute a violation of
the laws of that jurisdiction. Accordingly, copies of this
announcement and all documents relating to the Transaction are not
being, and must not be, directly or indirectly, mailed or otherwise
forwarded, distributed or sent in, into or from a Restricted
Jurisdiction where to do so would violate the laws in that
jurisdiction, and persons receiving this announcement and all
documents relating to the Transaction (including custodians,
nominees and trustees) must not mail or otherwise distribute or
send them in, into or from such jurisdictions where to do so would
violate the laws in that jurisdiction.
(MORE TO FOLLOW) Dow Jones Newswires
December 01, 2015 05:58 ET (10:58 GMT)
Notice to Alent Shareholders in the US
The New Platform Shares have not been, and will not be,
registered under the US Securities Act, or under the securities
laws of any state or other jurisdiction of the United States.
Accordingly, the New Platform Shares may not be offered, sold,
resold, delivered, distributed or otherwise transferred, directly
or indirectly, in or into the United States absent registration
under the US Securities Act or an exemption therefrom. The New
Platform Shares are expected to be issued in the United States in
reliance upon the exemption from the registration requirements of
the US Securities Act provided by Section 3(a)(10) thereof. Alent
Shareholders (whether or not US persons) who are or will be
affiliates(within the meaning of the US Securities Act) of Platform
prior to, or after, the Effective Date will be subject to certain
US transfer restrictions relating to the New Platform Shares
received pursuant to the Scheme. For a description of these and
certain further restrictions on offers, sales and transfers of the
New Platform Shares and the distribution of this announcement, see
paragraph 24 of Part II of the Scheme Document. Holders of Alent
ADRs should refer to paragraph 25 of Part II of the Scheme
Document.
None of the securities referred to in this announcement have
been approved or disapproved by the SEC, any state securities
commission in the United States or any other US regulatory
authority, nor have such authorities passed upon or determined the
adequacy or accuracy of the information contained in this
announcement. Any representation to the contrary is a criminal
offence in the United States.
The Transaction relates to the shares of a UK company and is to
be made by means of a scheme of arrangement provided for under the
laws of England and Wales. A transaction effected by means of a
scheme of arrangement is not subject to the proxy solicitation or
tender offer rules under the US Exchange Act. Accordingly, the
Transaction is subject to the disclosure requirements, rules and
practices applicable in the United Kingdom to schemes of
arrangement, which differ from the requirements of US proxy
solicitation or tender offer rules. However, if Bidco exercises its
right to implement the Transaction by means of a Takeover Offer,
such Takeover Offer will be made in compliance with all applicable
laws and regulations, including Section 14(e) of the US Exchange
Act and Regulation 14E thereunder. Such a Takeover Offer would be
made in the United States by Bidco and no one else. In addition to
any such Takeover Offer, Bidco, Platform, certain affiliated
companies and the nominees or brokers (acting as agents) may make
certain purchases of, or arrangements to purchase, shares in Alent
outside such Takeover Offer during the period in which such
Takeover Offer would remain open for acceptance. If such purchases
or arrangements to purchase were to be made they would be made
outside of the United States and would comply with applicable law,
including the US Exchange Act. Any information about such purchases
will be disclosed as required in the UK, will be reported to a
Regulatory Information Service and will be available on the London
Stock Exchange website www.londonstockexchange.com.
The financial information included in the Scheme Document
relating to Alent has been prepared in accordance with IFRS,
whereas the financial information included in this document
relating to Platform has been prepared in accordance with generally
accepted accounting principles in the United States ("US GAAP"). US
GAAP differs in certain significant respects from IFRS and
therefore the financial information included in this document
relating to Platform may not be comparable to the financial
information of Alent. Equally, the financial information included
in the Scheme Document relating to Alent may not be comparable to
the financial information of other companies whose financial
statements are prepared in accordance with US GAAP.
Forward looking statements
This announcement contains statements which are, or may be
deemed to be, "forward-looking statements" which are prospective in
nature. All statements other than statements of historical fact are
forward-looking statements. They are based on current expectations
and projections 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. Often, but not always, forward-looking
statements can be identified by the use of forward-looking words
such as "plans", "expects", "is expected", "is subject to",
"budget", "scheduled", "estimates", "forecasts", "intends",
"anticipates", "believes", "targets", "aims", "projects" or words
or terms of similar substance or the negative thereof, as well as
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. Such statements
are qualified in their entirety by the inherent risks and
uncertainties surrounding future expectations. Forward-looking
statements include, but are not limited to, statements relating to
the following: (i) our financial or operational results including
our earnings guidance, future capital expenditures, expenses,
revenues, earnings, synergies, economic performance, indebtedness,
financial condition, dividend policy, losses and future prospects;
(ii) business and management strategies and the expansion and
growth of Platform's, Bidco's or Alent's operations and potential
synergies resulting from the Transaction; and (iii) the effects of
global economic conditions on Platform's, Bidco's or Alent's
business. Other risk factors are described in Platform's other
securities filings, including Item 1A of Part II of Platform's
Quarterly Report on Form 10-Q for its fiscal quarter ended 30 June
2015, and any subsequent reports on Forms 10-K, 10-Q and 8-K, which
are or will be available at:
http://ir.platformspecialtyproducts.com/financials.cfm.
Many of these important factors are outside of Platform's
control. No assurances can be provided as to any result or the
timing of any outcome regarding matters described herein or
otherwise with respect to any regulatory action, administrative
proceedings, government investigations, litigation, warning
letters, consent decree, cost reductions, business strategies,
earnings or revenue trends or future financial results.
Such forward-looking statements involve known and unknown risks
and uncertainties that could significantly affect expected results
and are based on certain key assumptions. Many factors may cause
the actual results, performance or achievements of Platform, Bidco,
Alent or the Combined Group to be materially different from any
future results, performance or achievements expressed or implied by
the forward-looking statements. Important factors that could cause
actual results, performance or achievements of Platform Bidco,
Alent or the Combined Group to differ materially from the
expectations of Platform Bidco, Alent or the Combined Group, as
applicable, include, among other things, general business and
economic conditions globally, industry trends, competition, changes
in government and other regulations, including in relation to the
environment, health and safety, taxation, labour relations and work
stoppages, changes in political and economic stability, disruptions
in business operations due to reorganisation activities (whether or
not Bidco acquires Alent), interest rate and currency fluctuations,
the failure to satisfy any condition to the closing of the
Transaction (including approvals or clearances from regulatory and
other agencies and bodies) on a timely basis or at all, the
inability of the Combined Group to realise successfully any
anticipated synergy benefits when the Transaction is implemented,
the inability of the Combined Group to integrate successfully
Platform's, Bidco's and Alent's operations and programmes when the
Transaction is implemented, or the Combined Group incurring and/or
experiencing unanticipated costs and/or delays or difficulties
relating to the Transaction when the Transaction is implemented.
Such forward-looking statements should therefore be construed in
light of such factors.
None of Alent, Platform or Bidco, 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 undue reliance on these forward-looking statements, which
speak only as of the date hereof.
Other than in accordance with the legal or regulatory
obligations applicable to it (including, in the case of Alent under
the Listing Rules and the Disclosure and Transparency Rules of the
Financial Conduct Authority), none of Alent, Platform or Bidco is
under any obligation and Alent, Platform and Bidco each 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.
No statement in this announcement is intended to constitute a
profit forecast or profit estimate for any period, nor should any
statement in this announcement be interpreted to mean that earnings
or earnings per ordinary share for Alent or Platform, as
appropriate, for the current or future financial years will
necessarily match or exceed the historical published earnings or
earnings per ordinary share for Alent or Platform, as
appropriate.
Disclosure requirements of the Takeover Code (the "Code")
(MORE TO FOLLOW) Dow Jones Newswires
December 01, 2015 05:58 ET (10:58 GMT)
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