TIDMARTA
RNS Number : 4165U
Artilium PLC
12 July 2018
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
This announcement contains inside information
12 July 2018
PARETEUM CORPORATION
First Filing of Proxy Statement
On 7 June 2018, the respective Boards of Pareteum Corporation
("Pareteum") and Artilium plc ("Artilium") announced the terms of a
recommended share and cash offer by Pareteum for the issued and to
be issued share capital of Artilium not already owned by Pareteum
(the "Acquisition").
In connection with the Acquisition, yesterday Pareteum filed a
preliminary proxy statement (the "Preliminary Proxy") with the U.S.
Securities and Exchange Commission (the "SEC"). A copy of the
Preliminary Proxy is available at:
https://www.sec.gov/Archives/edgar/data/1084384/000114420418037890/tv497528_prem14a.htm
In accordance with Rule 26.1 of the Code, a copy of this
announcement will be made available on the website of Pareteum at
www.pareteum.com/investors by no later than 12 noon (London time)
on the business day following this announcement.
Pareteum expects that the definitive proxy statement will be
filed with the SEC and mailed to Pareteum stockholders of record at
or around the same time as the scheme document relating to the
Acquisition is posted by Artilium to its shareholders. Pareteum and
Artilium currently expect the scheme document to be posted in
August and the effective date of the scheme, in line with the
announcement on 7 June 2018, is still expected to be in September.
The scheme document will contain a full anticipated timetable with
respect to the Acquisition.
Investors and stockholders of Pareteum are urged to read
carefully the Preliminary Proxy, the definitive proxy statement and
other relevant documents (including any amendments or supplements
thereto) filed or to be filed with the SEC when they become
available because they will contain important information about
Pareteum, the Acquisition, the proposed share issuance and related
matters. Investors and stockholders will be able to obtain free
copies of the proxy statement and other documents filed by the
Company with the SEC at the SEC's website at http://www.sec.gov or
at the Company's website at
https://www.pareteum.com/financial-reports-and-sec-filings.
For further information please contact:
Enquiries:
Pareteum
Denis McCarthy, SVP Corporate Development Tel: +1 (212) 984
Alexander Korff, Company Secretary 1096
Edward O'Donnell, Chief Financial Officer
Jefferies (Financial adviser to Pareteum)
(UK) Simon Brown Tel: +44 (0)20 7029
(US) Timothy Roepke 8000
Jeffrey Snyder Tel: +1 (212) 284
2300
Dealing Disclosure requirements
Under Rule 8.3(a) of the Code, any person who is interested in 1
per cent. 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 p.m. (London time) on the 10th Business Day following the
commencement of the offer period and, if appropriate, by no later
than 3.30 p.m. (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 per cent. 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, 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 p.m. (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 Takeover 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.
No Offer or Solicitation
This Announcement is provided for informational purposes only
and does not, and is not intended to, constitute, or form part of,
an offer to sell, or an invitation to subscribe for, purchase or
exchange, any securities or the solicitation of any vote or
approval in any jurisdiction, nor shall there be any sale,
issuance, exchange or transfer of the securities referred to in
this document in any jurisdiction in contravention of applicable
law.
The transaction referred to above will be implemented solely by
means of a scheme document (the "Scheme Document") and accompanying
forms of proxy (or, in the event that the transaction is to be
implemented by means of a takeover offer, a takeover offer
document), which will contain the full terms and conditions of the
transaction. Any vote in respect of the transaction and related
matters should be made only on the basis of the information
contained in the Scheme Document. This Announcement does not
constitute a prospectus or a prospectus equivalent document.
Forward-looking statements
This Announcement may include forward-looking statements within
the meaning of Section 27A of the US Securities Act and Section 21E
of the US Exchange Act with respect to the financial condition,
results of operations and business of Pareteum, Artilium or the
combined group and certain plans and objectives of Pareteum with
respect thereto . Forward-looking statements are based on current
expectations and projections about future events. By their nature,
forward-looking statements involve known and unknown risks and
uncertainties because they relate to events and depend on
circumstances that will occur in the future. Pareteum's actual
results may differ materially from those discussed herein, or
implied by, these forward-looking statements. Forward-looking
statements are generally identified by words such as "believe,"
"expect," "hope," "anticipate," "target," "intend," "estimate,"
"plan," "goal," "aim," "project," "should," "will," "may," "would,"
"could," "continue," "likely" or the negative or plural of such
words and other similar expressions. In addition, any statements
that refer to expectations or other characterizations of future
events or circumstances are forward-looking statements. The
statements that contain these or similar words should be read
carefully because these statements discuss Pareteum's future
expectations, contain projections of Pareteum's future results of
operations or of Pareteum's financial position, business strategy,
short-term and long-term business operations and objectives,
financial needs and other "forward-looking" information. These
forward-looking statements are subject to a number of risks,
uncertainties and assumptions, including, without limitation: the
risk that the Acquisition is not completed on a timely basis or at
all; the ability to integrate Artilium into Pareteum's business
successfully and the amount of time and expense spent and incurred
in connection with the integration; the possibility that competing
offers will be made; the risk that the economic benefits and other
synergies that Pareteum management anticipates as a result of the
Acquisition are not fully realized or take longer to realize than
expected; the risk that certain risks and liabilities associated
with the Acquisition have not been discovered; the risk that the
approval of Artilium shareholders of the Acquisition or the
approval of Pareteum stockholders of the Pareteum Stockholder
Resolution may not be obtained or that other Conditions of the
Acquisition will not be satisfied; changes in global or local
political, economic, business, competitive, market and regulatory
forces; changes in exchange and interest rates; changes in tax and
other laws or regulations; future business combinations or
disposals; operating costs, customer loss and business
disruption (including difficulties in maintaining relationships
with employees, customers or suppliers) occurring prior to
completion of the Acquisition or if the Acquisition is not
completed at all; changes in the market price of shares of Pareteum
or Artilium; and changes in the economic and financial conditions
of the businesses of Pareteum or Artilium.
The foregoing does not represent an exhaustive list of risks.
Additional factors are described in the Preliminary Proxy and
Pareteum's public filings with the SEC, and other factors may be
described in the definitive Proxy Statement. Moreover, Pareteum
operates in a very competitive and rapidly changing environment.
New risks emerge from time to time. It is not possible for
Pareteum's management to predict all risks, nor can Pareteum assess
the impact of all factors on its business or the extent to which
any factor, or combination of factors, may cause actual results to
differ materially from those contained in any forward-looking
statements Pareteum may make. In light of these risks,
uncertainties and assumptions, the future events and trends
discussed in this Announcement may not occur and actual results
could differ materially and adversely from those anticipated or
implied in the information in this Announcement.
Any forward-looking statements in this Announcement are not
guarantees of future performance, and actual results, developments
and business decisions may differ from those contemplated by those
forward-looking statements, possibly materially. Accordingly, you
should not place undue reliance on any such forward-looking
statements. All forward-looking statements included in this
Announcement are based on information available to Pareteum
management on the date of such information. Except to the extent
required by applicable laws or rules, neither Pareteum nor Artilium
undertakes any obligation to publicly update or revise any
forward-looking statement, whether as a result of new information,
future events or otherwise. All subsequent written and oral
forward-looking statements attributable to Pareteum or persons
acting on its behalf are expressly qualified in their entirety by
the cautionary statements contained throughout this
Announcement.
Important Additional Information Regarding the Transaction Will
Be Filed With the SEC
The Acquisition relates to the shares of a UK company and is
being made by means of a scheme of arrangement provided for under
the laws of England and Wales (in particular, Part 26 of the
Companies Act 2006). A transaction effected by means of a scheme of
arrangement is not subject to the tender offer rules under the US
Exchange Act and is exempt from the registration requirements under
the US Securities Act. Accordingly, the Acquisition will be subject
to disclosure requirements and practices applicable to schemes of
arrangement under the laws of England and Wales involving a target
company in England listed on AIM, which are different from the
disclosure and other requirements of a US tender offer and US
securities laws.
It may be difficult for US holders of Artilium Shares to enforce
their rights and any claims they may have arising under US federal
securities laws in connection with the Acquisition, since Artilium
is incorporated under the laws of a country other than the US, and
some or all of its officers and directors may be residents of
countries other than the US, and most or all of the assets of
Artilium are located outside of the US. US holders of Artilium
Shares may not be able to sue a non-US company or its officers or
directors in a non-US court for violations of 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 jurisdiction or
judgment.
The Acquisition may, in the circumstances provided for in this
Announcement, instead be carried out by way of a Takeover Offer
under the laws of England and Wales. If Pareteum exercises its
right to implement the Acquisition by way of a Takeover Offer, such
Takeover Offer will be made in compliance with applicable US tender
offer and securities laws and regulations, including the exemptions
therefrom. In accordance with normal UK practice, Pareteum or its
nominees, or its brokers (acting as agents), may from time to time
make certain purchases of, or arrangements to purchase, Artilium
Shares outside of the US, other than pursuant to the Acquisition,
until the date on which the Acquisition becomes effective, lapses
or is otherwise withdrawn. These purchases may occur either in the
open market at prevailing prices or in private transactions at
negotiated prices. 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 at www.londonstockexchange.com.
INVESTORS AND SECURITY HOLDERS OF PARETEUM ARE URGED TO READ
THESE MATERIALS (INCLUDING ANY AMMENTS OR SUPPLEMENTS THERETO) AND
ANY OTHER RELEVANT DOCUMENTS IN CONNECTION WITH THE ACQUISITION
THAT PARETEUM WILL FILE WITH THE SEC WHEN SUCH MATERIALS BECOME
AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT
PARETEUM, THE PROPOSED ISSUANCE OF THE NEW PARETEUM SHARES AND THE
ACQUISITION. This Preliminary Proxy, the definitive Proxy
Statement, in each case as applicable, and other relevant materials
in connection with the proposed issuance of the New Pareteum Shares
and the Acquisition (when they become available), and, if required,
the registration statement/prospectus and other documents filed by
Pareteum with the SEC, may be obtained free of charge at the SEC's
website at www.sec.gov. In addition, investors and security holders
may obtain free copies of the documents filed with the SEC at
Pareteum's website, www.pareteum.com, or by contacting Pareteum's
Investor Relations department in writing at 1185 Avenue of the
Americas, 37th floor, New York, NY 10036, United States of America,
or by e-mail at InvestorRelations@pareteum.com.
To the extent Pareteum effects the acquisition of Artilium as a
scheme of arrangement under the laws of England and Wales, the New
Pareteum Shares to be issued in the acquisition will be issued in
reliance on the exemption from the registration requirements of the
U.S. Securities Act provided by Section 3(a)(10) thereof. Artilium
will advise the Court that its sanction of the scheme of
arrangement will be relied upon by Artilium and Pareteum as an
approval of the scheme of arrangement following a hearing on its
fairness to Artilium shareholders at which hearing all such
shareholders are entitled to attend in person or through counsel to
support or oppose the sanctioning of the scheme of arrangement and
with respect to which notification has been given to all Artilium
shareholders. In the event that Pareteum determines to effect the
Acquisition pursuant to a Takeover Offer or otherwise in a manner
that is not exempt from the registration requirements of the US
Securities Act, it will file a registration statement with the SEC
containing a prospectus with respect to the New Pareteum Shares
that would be issued in the Acquisition. In this event, Artilium
Shareholders are urged to read these documents and any other
relevant documents filed with the SEC, as well as any amendments or
supplements to those documents, because they will contain important
information, and such documents will be available free of charge at
the SEC's website at www.sec.gov or by directing a request to
Pareteum's contact for enquiries identified above. Neither the SEC
nor any U.S. state securities commission has approved or
disapproved of the New Pareteum Shares to be issued in connection
with the Acquisition, or determined if this Announcement is
accurate or complete. Any representation to the contrary is a
criminal offence in the U.S.
Overseas jurisdictions
The release, publication or distribution of this announcement in
or into jurisdictions other than the UK may be restricted by law
and therefore any persons who are subject to the law of any
jurisdiction other than the UK should inform themselves about, and
observe, any applicable legal or regulatory requirements. 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, Pareteum disclaims any
responsibility or liability for the violation of such restrictions
by any person. Copies of this announcement and any formal
documentation relating to the transaction referred to above will
not be and must not be, directly or indirectly, mailed or otherwise
forwarded, distributed or sent in, into or from any jurisdiction
where to do so would violate the laws of that jurisdiction and
persons receiving such documents (including custodians, nominees
and trustees) must not mail or otherwise forward, distribute or
send them in, into or from any such jurisdiction. Further details
in relation to overseas shareholders will be contained in the
Scheme Document.
Participants in the Solicitation
Pareteum and its directors, officers, employees and agents may
be considered participants in the solicitation of proxies from
Pareteum's stockholders in respect of the Acquisition, including
the issuance of shares of Pareteum's common stock in relation to
the Acquisition. Information about Pareteum's directors and
executive officers is set forth in Pareteum's Annual Report on Form
10-K for the year ended December 31, 2017 which was filed with the
SEC on March 30, 2018, and the Company's proxy statement for its
2017 annual meeting of stockholders, which was filed with the SEC
on July 27, 2017. Other information regarding potential
participants in the proxy solicitations and a description of their
direct and indirect interests, by security holdings or otherwise,
is contained in the Preliminary Proxy and will be contained in the
definitive Proxy Statement and other relevant documents when they
become available.
General
A copy of this announcement and the documents required to be
published by Rule 26 of the Code will be made available, subject to
certain restrictions relating to persons resident in restricted
jurisdictions, on Pareteum's website at www.pareteum.com/investors.
For the avoidance of doubt, the contents of that website are not
incorporated into and do not form part of this announcement.
In accordance with Rule 30.3 of the Code, a person so entitled
may request a hard copy of this Announcement, free of charge, by
contacting Jefferies on +44 (0)20 7029 8000. For persons who
receive a copy of this Announcement in electronic form or via a
website notification, a hard copy of this Announcement will not be
sent unless so requested. In accordance with Rule 30.3 of the Code,
a person so entitled may also request that all future documents,
announcements and information to be sent to them in relation to the
Acquisition should be in hard copy form.
If you are in any doubt about the contents of this Announcement
or the action you should take, you are recommended to seek your own
independent financial advice immediately from your stockbroker,
bank manager, solicitor, accountant or independent financial
adviser duly authorised under the Financial Services and Markets
Act 2000 (as amended) if you are resident in the UK or, if not,
from another appropriately authorised independent financial
adviser.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
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