TIDMCLIN
RNS Number : 1694Z
Clinigen Group plc
21 January 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 OF
SUCH JURISDICTION
FOR IMMEDIATE RELEASE
21 January 2022
CLINIGEN GROUP PLC
CIRCULATION OF SHAREHOLDER LETTER
On 17 January 2022, the board of directors of Clinigen Group plc
("Clinigen") and Triley Bidco Limited ("Bidco") jointly announced
that they had agreed the terms of an increased and final([1])
recommended all-cash offer for Clinigen by Bidco, pursuant to which
Bidco will acquire the entire issued and to be issued ordinary
share capital of Clinigen at a price of 925 pence in cash per
Clinigen Share (the "Increased Final Offer") (the "17 January
Announcement").
On 18 January 2022, Clinigen announced that, in order to allow
all Clinigen Shareholders the proper opportunity to fully consider
the Increased Final Offer, the Court Meeting and General Meeting in
connection with the Increased Final Offer had been adjourned so as
to be held at 10.00 a.m. and 10.15 a.m. (respectively) on 8
February 2022.
Shareholder Letter
A shareholder letter relating to the Increased Final Offer is
today being published and being made available to Clinigen
Shareholders (the "Shareholder Letter"). The Shareholder Letter
contains (amongst other things) the terms of the Increased Final
Offer, a recommendation from the Clinigen Directors to vote in
favour of the Scheme at the Court Meeting and the Resolution at the
General Meeting and an updated expected timetable of principal
events for the implementation of the Acquisition (which remains as
set out in the 17 January Announcement).
Clinigen Shareholders are urged to read the Shareholder Letter
and the Scheme Document (as defined below) carefully.
Capitalised terms used and not defined in this announcement have
the meanings given to them in the circular which was posted to
Clinigen Shareholders on 20 December 2021 in connection with the
Acquisition (the "Scheme Document"). All references to times are to
times in London unless otherwise stated.
________________
([1]) Bidco reserves the right to revise the financial terms of
the Increased Final Offer if there is an announcement on or after
the date hereof of an offer or a possible offer for Clinigen by a
third party offeror or a potential offeror.
Enquiries
Clinigen
Shaun Chilton - Chief Executive Tel: +44 (0) 1283 495 010
Officer
Rob Fox - VP Investor Relations Investors@Clinigengroup.com
and Corporate Development
Consilium Strategic Communications
(PR adviser to Clinigen)
Mary-Jane Elliott / Matthew Cole Tel: +44 (0) 20 3709 5700
/ Jessica Hodgson Clinigen@consilium-comms.com
RBC Capital Markets (Lead Financial
Adviser and Corporate Broker to
Clinigen)
Mark Preston / Thomas Stockman Tel: +44 (0) 207 653 4000
Marcus Jackson / Elliot Thomas
Numis (Financial Adviser, Corporate
Broker and Nominated Adviser to
Clinigen)
James Black / Stuart Ord Tel: +44 (0) 20 7260 1000
Garry Levin / Freddie Barnfield
RBC Capital Markets and Numis are providing independent advice
to Clinigen pursuant to Rule 3 of the Takeover Code.
Ashurst LLP has been retained as legal adviser to Clinigen.
Important notices
RBC Europe Limited (trading as RBC Capital Markets), which is
authorised by the PRA and regulated by the FCA and the PRA in the
United Kingdom, is acting for Clinigen and no one else in
connection with the matters referred to in this announcement and
will not be responsible to anyone other than Clinigen for providing
the protections afforded to clients of RBC Capital Markets, or for
providing advice in connection with matters referred to in this
announcement.
Numis, which is authorised and regulated in the United Kingdom
by the FCA, is acting exclusively for Clinigen and no one else in
connection with the matters set out in this announcement and will
not be responsible to anyone other than Clinigen for providing the
protections afforded to clients of Numis or its affiliates, nor for
providing advice in relation to any matter referred to herein.
This announcement is for information purposes only, and is not
intended to, and does not, constitute or form part of, any offer or
inducement to sell or an invitation or the solicitation of an offer
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 of Clinigen in any jurisdiction in contravention of
applicable law.
The Acquisition will be implemented solely pursuant to the terms
set out in the Scheme Document and the Shareholder Letter (or, if
the Acquisition is implemented by way of a Takeover Offer, the
Offer Document and form of acceptance), which contains the full
terms and conditions of the Acquisition including details of how to
vote in respect of the Acquisition. Any vote in respect of the
Scheme or other decision or response in relation to the Acquisition
should be made only on the basis of the information contained in
the Scheme Document and the Shareholder Letter (or, if the
Acquisition is implemented by way of a Takeover Offer, the Offer
Document). Clinigen Shareholders are advised to read carefully the
Scheme Document and related Forms of Proxy (or, if applicable, the
Offer Document) and the Shareholder Letter.
This announcement does not constitute a prospectus, prospectus
equivalent document or prospectus exempted document, including for
the purposes of Article 1(4) or (5) of the UK Prospectus
Regulation.
Overseas jurisdictions
This announcement has been prepared in accordance with and for
the purpose of complying with English law, the Takeover Code, the
AIM Rules, the Market Abuse Regulation and the Disclosure Guidance
and Transparency Rules, 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 of England and Wales.
The release, publication or distribution of this announcement in
or into certain jurisdictions other than the United Kingdom may be
restricted by law and may affect the availability of the
Acquisition to persons who are not resident in the United Kingdom.
Persons who are not resident in the United Kingdom, or who are
subject to laws of any jurisdiction other than the United Kingdom,
should inform themselves about, and observe any applicable
requirements of their jurisdictions. Any person (including, without
limitation, nominees, trustees and custodians) who would, or
otherwise intends to, forward this announcement, the Scheme
Document or any accompanying document to any jurisdiction outside
the United Kingdom should refrain from doing so and should seek
appropriate professional advice before taking any action. In
particular, the ability of persons who are not resident in the
United Kingdom to vote their Clinigen Shares at the Court Meeting
or the General Meeting, or to execute and deliver Forms of Proxy
appointing another to vote their Clinigen Shares in respect of the
Court Meeting or the General Meeting on their behalf, may be
affected by the laws of the relevant jurisdiction in which they are
located.
Any failure to comply with the applicable legal or regulatory
requirements may constitute a violation of the laws and/or
regulations of any such jurisdiction. To the fullest extent
permitted by applicable law, the companies and persons involved in
the Acquisition disclaim any responsibility and liability for the
violation of such restrictions by any person.
Unless otherwise determined by Bidco or required by the Takeover
Code, and permitted by applicable law and regulation, the
Acquisition will not be made, directly or indirectly, in or into or
by use of the mails or any other means or instrumentality
(including, without limitation, telephonic or electronic) of
interstate or foreign commerce of, or any facility of a national,
state or other securities exchange of, a Restricted Jurisdiction,
and the Acquisition will not be capable of acceptance and no person
may vote in favour of the Acquisition by any such use, means,
instrumentality or facility or from within a Restricted
Jurisdiction. Accordingly, copies of this announcement and formal
documentation relating to the Acquisition are not being, and must
not be, directly or indirectly, mailed or otherwise forwarded or
distributed in, into or from a Restricted Jurisdiction and persons
receiving this announcement and all such documents relating to the
Acquisition (including custodians, nominees and trustees) must not
distribute or send them into or from a Restricted Jurisdiction.
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,
without limitation, telephonic or electronic) of interstate or
foreign commerce of, or any facility of a national, state or other
securities exchange of, a Restricted Jurisdiction, and the Takeover
Offer may not be capable of acceptance by any such use, means,
instrumentality or facilities.
Further details in relation to Overseas Shareholders are
contained in paragraph 14 of Part II of the Scheme Document.
Additional information for US investors
The Acquisition is being made to acquire the securities of an
English company by means of a scheme of arrangement provided for
under the law of England and Wales. A transaction effected by means
of a scheme of arrangement is not subject to the tender offer or
proxy solicitation rules under the US Exchange Act. Accordingly,
the Scheme is subject to disclosure requirements and practices
applicable in the UK to schemes of arrangement, which are different
from the disclosure requirements of the US tender offer and proxy
solicitation rules. The financial information included in this
announcement and the Scheme Document has been prepared in
accordance with International Financial Reporting Standards and
thus may not be comparable to financial information of US companies
or companies whose financial statements are prepared in accordance
with generally accepted accounting principles in the US. If Bidco
were to elect to implement the Acquisition by means of a Takeover
Offer, and extend the Takeover Offer into the United States, such
Takeover Offer would be made in compliance with applicable US 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 US by Bidco and no one else.
The receipt of cash pursuant to the Acquisition by a US Clinigen
Shareholder as consideration for the transfer of its Clinigen
Shares pursuant to the Scheme may be a taxable transaction for US
federal income tax purposes and under applicable US state and
local, as well as foreign and other, tax laws and such tax
consequences are not described herein. Clinigen Shareholders are
urged to consult their independent professional advisers
immediately regarding the tax consequences of the Acquisition
applicable to them including under applicable United States state
and local, as well as overseas and other, tax laws.
It may be difficult for US Clinigen Shareholders to enforce
their rights and claims arising out of the US federal securities
laws, since Clinigen is located in a country other than the US, and
some or all of its officers and directors may be residents of
countries other than the US. US Clinigen Shareholders 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 and judgement.
If Bidco were to elect to implement the Acquisition by means of
a Takeover Offer, in accordance with normal UK practice and
pursuant to Rule 14e-5(b) of the US Exchange Act, Bidco, certain
affiliated companies and their nominees or brokers (acting as
agents) may make certain purchases of, or arrangements to purchase,
Clinigen Shares outside of the US, other than pursuant to the
Acquisition, until the date on which the Acquisition and/or Scheme
becomes Effective, lapses or is otherwise withdrawn. Also, in
accordance with Rule 14e-5(b) of the US Exchange Act, each of RBC,
Numis, J.P. Morgan Cazenove, HSBC, and Barclays will continue to
act as a connected exempt principal trader in Clinigen Shares on
the London Stock Exchange. If such purchases or arrangements to
purchase were to be made they would occur either in the open market
at prevailing prices or in private transactions at negotiated
prices and comply with applicable law, including the US Exchange
Act. Any information about such purchases or arrangements to
purchase 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.
Forward-looking statements
This announcement (including information incorporated by
reference in this announcement) may contain certain
"forward-looking statements" with respect to Bidco, Triton or
Clinigen. 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, but do not always, use words such
as "prepares", "plans", "is subject to", "budget", "projects",
"synergy", "strategy", "scheduled", "forecasts", "cost-saving",
"intends", "believes", "anticipate", "target", "expect",
"estimate", "intend", "plan", "goal", "believe", or variations of
words and phrases or statements that certain actions, events or
results "will", "may", "should", "would", "could" or other words or
terms of similar meaning or the negative thereof. Forward-looking
statements include statements relating to the following: (i) 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 Bidco's, Triton's,
Clinigen's, any member of the Bidco Group's or any member of the
Clinigen Group's operations and potential synergies resulting from
the Acquisition; and (iii) the effects of global economic
conditions and government regulation on Bidco's, Triton's,
Clinigen's, any member of the Bidco Group's or any member of the
Clinigen Group's business. These forward-looking statements involve
known and unknown risks, uncertainties and other factors which may
cause actual results, performance or developments to differ
materially from those expressed in or implied by such
forward-looking statements.
Such forward looking statements are not guarantees of future
performance. By their nature, because they relate to events and
depend on circumstances that will occur in the future, these
forward-looking statements involve known and unknown risks,
uncertainties that could significantly affect expected results and
are based on certain key assumptions and other factors which may
cause actual results, performance or developments to differ
materially from those expressed in or implied by such
forward-looking statements.
These factors include, but are not limited to, the satisfaction
of the conditions to the Acquisition, as well as additional
factors, such as changes in global political, economic, business
and competitive environments and in market and regulatory forces,
changes in tax rates, future business combinations or disposals,
changes in general economic and business conditions, changes in the
behaviour of other market participants, changes in the anticipated
benefits from the proposed transaction not being realised as a
result of changes in general economic and market conditions in the
countries in which Bidco and Clinigen operate, weak, volatile or
illiquid capital and/or credit markets, changes in the level of
capital investment, retention of key employees, changes in customer
habits, success of business and operating initiatives and
restructuring objectives, impact of any acquisitions or similar
transactions, changes in customers' strategies and stability,
competitive product and pricing measures, changes in laws,
supervisory expectations or requirements and the regulatory
environment, fluctuations of interest and/or exchange rates and the
outcome of any litigation. Other unknown or unpredictable factors
could cause actual results to differ materially from those
expected, estimated or projected in the forward-looking
statements.
These forward-looking statements are based on numerous
assumptions regarding present and future strategies and
environments. If any one or more of these risks or uncertainties
materialises or if any one or more of the assumptions proves
incorrect, actual results may differ materially from those
expected, estimated or projected. Such forward-looking statements
should therefore be construed in the light of such factors. You are
cautioned not to place any reliance on such forward-looking
statements, which speak only as of the date hereof. All subsequent
oral or written forward-looking statements attributable to J.P.
Morgan Cazenove, Barclays, HSBC, RBC Capital Markets, Numis, Bidco,
Triton or Clinigen or any person acting on their behalf are
expressly qualified in their entirety by the cautionary statement
above. Should one or more of these risks or uncertainties
materialise, or should underlying assumptions prove incorrect,
actual results may vary materially from those described in this
announcement.
None of J.P. Morgan Cazenove, Barclays, HSBC, RBC Capital
Markets , Numis, Bidco, Triton, Clinigen, or 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. Given these risks and
uncertainties, Clinigen Shareholders are cautioned not to place any
reliance on these forward looking statements.
J.P. Morgan Cazenove, Barclays, HSBC, RBC Capital Markets ,
Numis, Bidco, Triton and Clinigen assume no obligation to update
publicly or revise forward-looking or other statements contained in
this announcement, whether as a result of new information, future
events or otherwise, except to the extent legally required.
Publication on website
In accordance with Rule 26.1 of the Takeover Code, a copy of
this announcement will be made available (subject to certain
restrictions relating to persons resident in Restricted
Jurisdictions), free of charge, on Clinigen's website at
https://www.clinigengroup.com/corporate/offer-for-clinigen-group-plc/
and Triton's website at
https://announcements.triton-partners.com/announcements/ by no
later than 12.00 noon (London time) on the Business Day following
the date of publication of this announcement. Save as expressly
referred to in this announcement, neither the contents of these
websites nor any website accessible from hyperlinks is incorporated
into and do not form part of this announcement.
Dealing disclosure requirements
Under Rule 8.3(a) of the Takeover Code, any person who is
interested in one 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) of the Takeover
code 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 Takeover Code, any person who is, or
becomes, interested in one 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(s), save to the extent that these
details have previously been disclosed under Rule 8 of the Takeover
code. 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 of the Takeover Code.
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 of
the Takeover Code).
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 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.
General
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 or independent financial adviser duly
authorised under the Financial Services and Markets Act 2000 (as
amended) if you are resident in the United Kingdom or, if not, from
another appropriate authorised independent financial adviser.
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