TIDMNLOK TIDMAVST
RNS Number : 1552Z
NortonLifeLock Inc.
12 September 2022
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 OR
REGULATIONS OF SUCH JURISDICTION
FOR IMMEDIATE RELEASE
12 September 2022
RECOMMED MERGER
of
AVAST PLC
with
NORTONLIFELOCK INC.
MERGER UPDATE
On 9 September 2022, Avast plc ("Avast") and NortonLifeLock Inc.
("NortonLifeLock" or the "Company") announced that, in connection
with the Merger announced on 10 August 2021, the Court had
sanctioned the Scheme at the Court Hearing, the terms of which are
set out in the scheme document published on 28 October 2021 (the
"Scheme Document"). Save as otherwise defined, capitalised terms in
this announcement have the same meanings as set out in the Scheme
Document.
As stated in the announcement published by Avast this morning,
the Scheme became Effective today, 12 September 2022, and the
Merger therefore completed.
In connection with the completion of the Merger, with effect
from the end of the Company's annual general meeting to be held on
13 September 2022, the Company will expand the size of its Board
from 9 to 10 members and appoint Ondrej Vlček and Pavel Baudiš to
the Board. In addition, Mr. Vlček was appointed President of the
combined Company. As previously announced, Vincent Pilette will be
the Chief Executive Officer of the combined Company.
Mr. Vlček, age 45, served as Avast's chief executive officer
from July 2019 through the completion of the Merger. From November
2018 through June 2019, Mr. Vlček was the president of Avast's
Consumer business unit. Prior to this, he served as the EVP and GM
of the Consumer business unit from October 2016 through October
2018, and was the COO and CTO of the same company from April 2014
through September 2016. Since October 2018, he has also been a
member of the Forbes Technology Council. Mr. Vlček holds a masters
of sciences in mathematical modeling from Czech Technical
University in Prague.
In connection with Mr. Vlček's service as the President of the
combined Company, the Company anticipates entering into an
agreement with Mr. Vlček whereby Mr. Vlček will receive an annual
base salary of approximately $700,000. He will also be eligible to
participate in the Company's Executive Annual Incentive Plan and is
expected to have an annual bonus target of approximately 100% of
his annual base salary. The Company expects to grant Mr. Vlček a
long-term incentive equity award for fiscal year 2023 with an
aggregate fair value of $7,000,000. The award is expected to be
comprised of 60% performance-based restricted stock units ("PRUs")
and 40% time-based restricted stock units ("RSUs"). The PRU portion
of the award is expected to vest in full upon the completion and
achievement of the applicable performance targets during the
three-year performance period ending on 4 April 2025. The RSUs are
expected to have a three-year vesting provision, with 33% of the
shares vesting approximately one year from the grant date, 33%
vesting approximately two years from the grant date and 34% vesting
approximately three years from the grant date. In addition, the
Company expects to grant Mr. Vlček an equity award under the
Company's Value Creation Program ("VCP") with an aggregate fair
value of approximately $7,000,000. The award is expected to be
comprised of 100% performance-based restricted stock units ("VCP
PRUs"). The VCP PRUs will vest based upon the Company's share price
appreciation, as measured against certain price targets and subject
to the achievement of certain relative TSR threshold targets, in
each case, as measured on the last day of fiscal year 2026, or 3
April 2026. The RSUs, PRUs and VCP PRUs will be subject to the
standard terms and conditions of the Company's RSU, PRU and VCP PRU
award agreements.
In connection with Mr. Baudiš' service as a member of the Board,
he will receive substantially similar compensation to that paid by
the Company to its non-employee directors as disclosed in the
Company's 2022 Proxy Statement, filed with the U.S. Securities and
Exchange Commission on 3 August 2022.
Enquiries
NortonLifeLock
Mary Lai, Head of Investor Relations IR@NortonLifeLock.com
Spring Harris, Head of Global Corporate Press@NortonLifeLock.com
Communications
and PR
Evercore (Financial adviser to NortonLifeLock
and Bidco)
Naveen Nataraj +1 (0)212 857 3100
Edward Banks +44 (0)20 7653 6000
Anil Rachwani
Swag Ganguly
Wladimir Wallaert
Sard Verbinnen (Communications adviser to
NortonLifeLock)
Charles Chichester +44 (0)20 7467 1050
John Christiansen +1 (0)415 618 8750
Jared Levy +1 (0)212 687 8080
Avast
Kalli Bowyer IR@avast.com
Anca Timpescu
UBS (Financial adviser and Corporate Broker Tel: +44 207 567
to Avast) 8000
Christian Lesueur
Rahul Luthra
Jonathan Rowley
Aadhar Patel
Meera Sheth
J.P. Morgan Cazenove (Financial adviser Tel: +44 207 742
and Corporate Broker to Avast) 4000
Bill Hutchings
James Robinson
James Summer
Jonty Edwards
Finsbury Glover Hering (Communications Avast-LON@fgh.com
adviser to Avast)
Dorothy Burwell Tel: +44 7733 294
930
Alastair Elwen Tel: +44 7557 549
325
Kirkland & Ellis LLP and Macfarlanes LLP are retained as
(respectively) US and UK legal advisers to NortonLifeLock. White
& Case LLP is retained as legal adviser to Avast.
Important notices relating to financial advisors
Evercore Partners International LLP ("Evercore"), which is
authorised and regulated by the FCA in the United Kingdom, is
acting exclusively as financial adviser to NortonLifeLock and Bidco
and no one else in connection with the Merger and will not be
responsible to anyone other than NortonLifeLock or Bidco for
providing the protections afforded to clients of Evercore nor for
providing advice in connection with the matters referred to herein.
Neither Evercore nor any of its subsidiaries, branches or
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 Evercore in connection with any matter referred to herein or
otherwise. Apart from the responsibilities and liabilities, if any,
which may be imposed on Evercore by FSMA, or the regulatory regime
established thereunder, or under the regulatory regime of any
jurisdiction where exclusion of liability under the relevant
regulatory regime would be illegal, void or unenforceable, neither
Evercore nor any of its affiliates accepts any responsibility or
liability whatsoever for the contents of this announcement, and no
representation, express or implied, is made by it, or purported to
be made on its behalf, in relation to any matter referred to
herein, including its accuracy, completeness or verification, or
any other statement made or purported to be made by it, or on its
behalf, in connection with NortonLifeLock, Bidco or the matters
described in this announcement. To the fullest extent permitted by
applicable law, Evercore and its affiliates accordingly disclaim
all and any responsibility or liability whether arising in tort,
contract or otherwise (save as referred to above) which it or they
might otherwise have in respect of this announcement or any
statement contained herein.
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 provided
financial and corporate broking advice to Avast and no one else in
connection with the process or contents of this announcement. In
connection with such matters, UBS will not regard any other person
as its client, nor will it be responsible to any other person for
providing the protections afforded to its clients or for providing
advice in relation to the process, contents of this announcement or
any other matter referred to herein.
J.P. Morgan Securities plc, which conducts its UK investment
banking business as J.P. Morgan Cazenove, ("J.P. Morgan Cazenove")
and which is authorised in the United Kingdom by the PRA and
regulated in the United Kingdom by the PRA and the FCA, is acting
exclusively as financial adviser to Avast and no one else in
connection with the Merger and will not regard any other person as
its client in relation to the Merger and shall not be responsible
to anyone other than Avast for providing the protections afforded
to clients of J.P. Morgan Cazenove or its affiliates, nor for
providing advice in connection with the Merger or any matter or
arrangement referred to herein.
No offer or solicitation
This announcement is for information purposes only and is not
intended to and does not constitute, or form any part of, an offer
to sell or the solicitation of an offer to subscribe for or buy or
an invitation to purchase or subscribe for any securities or the
solicitation of any vote or approval in any jurisdiction pursuant
to the Merger or otherwise, nor shall there be any sale, issuance
or transfer of securities in any jurisdiction in contravention of
applicable law or regulation. In particular, this announcement is
not an offer of securities for sale in the United States. No offer
of securities shall be made in the United States absent
registration under the U.S. Securities Act or pursuant to an
exemption from, or in a transaction not subject to, such
registration requirements. Any securities issued as part of the
Merger are anticipated to be issued in reliance upon available
exemptions from such registration requirements pursuant to Section
3(a)(10) of the U.S. Securities Act.
The Merger will be implemented solely in accordance with the
Scheme Document (or, in the event that the Merger is to be
implemented by means of a Takeover Offer, the offer document),
which contains the full terms and conditions of the Merger,
including details of how to vote in respect of the Scheme. Any
voting decision or response in relation to the Merger should be
made solely on the basis of the information contained in the Scheme
Document, the Forms of Proxy, the Form of Election and the
NortonLifeLock Prospectus . This announcement does not constitute a
prospectus or a prospectus exempted document.
Overseas shareholders
The release, publication or distribution of this announcement in
jurisdictions other than the United Kingdom may be restricted by
law and therefore any persons who are subject to the laws of any
jurisdiction other than the United Kingdom (including Restricted
Jurisdictions) should inform themselves about, and observe, any
applicable legal or regulatory requirements. In particular, the
ability of persons who are not resident in the United Kingdom or
who are subject to the laws of another jurisdiction to vote their
Avast Shares in respect of the Scheme at the Meetings, or to
execute and deliver the Forms of Proxy (appointing another to vote
at the Meetings on their behalf) or the Form of Election, may be
affected by the laws of the relevant jurisdictions in which they
are located or to which they are subject. Any failure to comply
with applicable legal or regulatory requirements of any
jurisdiction may constitute a violation of securities laws in that
jurisdiction.
Copies of this announcement and any formal documentation
relating to the Merger 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, including any
jurisdiction where to do so would constitute a violation of the
laws of such jurisdiction, and persons receiving such documents
(including custodians, nominees and trustees) must not mail or
otherwise forward, distribute or send them in or into or from any
Restricted Jurisdiction. Doing so may render invalid any related
purported vote in respect of acceptance of the Merger.
If the Merger 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 use
of the mails or any other means or instrumentality (including
facsimile, e-mail or other electronic transmission, telex or
telephone) of interstate or foreign commerce of, or any facility of
a national, state or other securities exchange of, any Restricted
Jurisdiction and the Merger will not be capable of acceptance by
any such use, means, instrumentality or facilities or from within
any Restricted Jurisdiction.
Further details in relation to Avast Shareholders in overseas
jurisdictions are contained in the Scheme Document.
Notice to U.S. investors in Avast
The Merger relates to the shares of an English company and is
being made by means of a scheme of arrangement under Part 26 of the
Companies Act. A scheme of arrangement is not subject to the tender
offer rules or the proxy solicitation rules under the U.S. Exchange
Act and other requirements of U.S. law. Accordingly, the Merger is
subject to the disclosure requirements and practices applicable to
a scheme of arrangement involving a target company in England
listed on the London Stock Exchange, which differ from the
disclosure requirements of U.S. tender offer and proxy solicitation
rules. If, in the future, Bidco exercises its right to implement
the Merger by way of a Takeover Offer and determines to extend the
Takeover Offer into the U.S., the Merger will be made in compliance
with applicable U.S. laws and regulations.
The New NortonLifeLock Shares to be issued pursuant to the
Merger have not been registered under the U.S. Securities Act, and
may not be offered or sold in the United States absent registration
or an applicable exemption from the registration requirements of
the U.S. Securities Act. The New NortonLifeLock Shares to be issued
pursuant to the Merger will be issued pursuant to the exemption
from registration provided by Section 3(a)(10) under the U.S.
Securities Act.
New NortonLifeLock Shares issued to persons other than
"affiliates" of NortonLifeLock (defined as certain control persons,
within the meaning of Rule 144 under the U.S. Securities Act) will
be freely transferable under US law after the Merger. Persons
(whether or not US persons) who are or will be "affiliates" of
NortonLifeLock within 90 days prior to, or of the Combined Company
after, the Effective Date will be subject to certain transfer
restrictions relating to the New NortonLifeLock Shares under US
law.
Neither the SEC nor any U.S. state securities commission has
approved or disapproved of the New NortonLifeLock Shares to be
issued in connection with the Merger, or determined if this
announcement is accurate or complete. Any representation to the
contrary is a criminal offence in the United States.
Financial information relating to Avast included in the Scheme
Document has been prepared in accordance with accounting standards
applicable in the United Kingdom and may not be comparable to
financial information of U.S. companies or companies whose
financial statements are prepared in accordance with U.S. GAAP.
U.S. GAAP differs in certain significant respects from accounting
standards applicable in the United Kingdom.
Avast is incorporated under the laws of England and Wales. In
addition, some of its officers and directors reside outside the
United States, and some or all of its assets are or may be located
in jurisdictions outside the United States. Therefore, investors
may have difficulty effecting service of process within the United
States upon those persons or recovering against Avast or its
officers or directors on judgments of United States federal, state
or district courts, including judgments based upon the civil
liability provisions of the U.S. federal securities laws. It may
not be possible to sue Avast or its officers or directors in a
non-U.S. court for violations of the U.S. securities laws.
Forward-looking statements
This announcement contains certain forward-looking statements
with respect to the NortonLifeLock Group and the Avast Group. These
forward-looking statements can be identified by the fact that they
do not relate only to historical or current facts. Forward-looking
statements often use words such as "anticipate", "target",
"expect", "estimate", "intend", "plan", "goal", "believe", "aim",
"will", "may", "would", "could" or "should" or other words of
similar meaning or the negative thereof. There are many factors
which could cause actual results to differ materially from those
expressed or implied in forward-looking statements. Additional
information concerning risk factors is contained in the Risk
Factors sections of NortonLifeLock's most recent reports on Form
10-K and Form 10-Q, the NortonLifeLock Proxy Statement and the
NortonLifeLock Prospectus, the contents of which are not
incorporated by reference into, nor do they form part of, this
announcement.
Forward-looking statements are based on numerous assumptions
regarding the present and future business strategies of such
persons and the environment in which each will operate in the
future. By their nature, these forward-looking statements involve
known and unknown risks, as well as uncertainties because they
relate to events and depend on circumstances that will occur in the
future. The factors described in the context of such
forward-looking statements in this announcement may cause the
actual results, performance or achievements of any such person, or
industry results and developments, to be materially different from
any results, performance or achievements expressed or implied by
such forward-looking statements. No assurance can be given that
such expectations will prove to have been correct and persons
reading this announcement are therefore cautioned not to place
undue reliance on these forward-looking statements which speak only
as at the date of this announcement. All subsequent oral or written
forward-looking statements attributable to the NortonLifeLock Group
or the Avast Group or any persons acting on their behalf are
expressly qualified in their entirety by the cautionary statement
above. None of NortonLifeLock, Bidco or Avast undertake any
obligation to update publicly or revise forward-looking statements,
whether as a result of new information, future events or otherwise,
except to the extent required by applicable law, regulation or
stock exchange rules.
No profit forecasts or estimates
No statement in this announcement is intended as, or is to be
construed as, a profit forecast or estimate for any period and no
statement in this announcement should be interpreted to mean that
earnings or earnings per ordinary share, for NortonLifeLock or
Avast, respectively for the current or future financial years would
necessarily match or exceed the historical published earnings or
earnings per ordinary share for NortonLifeLock or Avast,
respectively.
Publication on website
A copy of this announcement will be made available (subject to
certain restrictions relating to persons resident in Restricted
Jurisdictions) on Avast's website (at https://investors.avast.com/
) and on NortonLifeLock's website (at
https://investor.nortonlifelock.com/ ) by no later than 12 noon
London time on the business day following the date of this
announcement. Neither the contents of these websites nor the
content of any other website accessible from hyperlinks on such
websites is incorporated into, or forms part of, this announcement
.
Important Information
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
advisor duly authorised under the Financial Services and Markets
Act 2000 (as amended) if you are a resident in the United Kingdom
or, if not, from another appropriately authorised independent
financial advisor.
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END
OUPBKBBQQBKDKCD
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