TIDMCLIN
RNS Number : 1400H
Clinigen Group plc
04 April 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
4 April 2022
INCREASED AND FINAL RECOMMED ALL CASH ACQUISITION
of
CLINIGEN GROUP PLC ("CLINIGEN")
by
TRILEY BIDCO LIMITED ("BIDCO")
(a newly-formed company indirectly owned by the Triton Funds ( "
Triton " ))
SCHEME BECOMES EFFECTIVE
On 8 December 2021, the Clinigen Board and the Bidco Board
announced that they had reached agreement on the terms of a
recommended all-cash acquisition of Clinigen by Bidco pursuant to
which Bidco would acquire the entire issued and to be issued share
capital of Clinigen at a price of 883 pence per Clinigen Share.
On 17 January 2022, the Clinigen Board and the Bidco Board
jointly announced that they had agreed the terms of an increased
and final 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 Increased Final Offer is to be implemented by means of a
scheme of arrangement pursuant to Part 26 of the Companies Act (the
"Scheme"). The circular in relation to the Scheme was published or
made available to Clinigen Shareholders on 20 December 2021 (the
"Scheme Document") and a supplementary letter in respect of the
Increased Final Offer was published or made available to Clinigen
Shareholders on 21 January 2022.
On 8 February 2022, the Scheme was approved by the requisite
majorities of Scheme Shareholders at the Court Meeting and the
Resolution in connection with the implementation of the Scheme was
passed by the requisite majority of Clinigen Shareholders at the
General Meeting.
On 31 March 2022, Clinigen and Bidco announced that the Court
had sanctioned the Scheme. Clinigen and Bidco are pleased to
announce that the Scheme has today become Effective in accordance
with its terms, following delivery of the Court Order to the
Registrar of Companies, and the entire issued and to be issued
ordinary share capital of Clinigen is now owned by Bidco.
Capitalised terms used and not defined in this announcement have
the meanings given to them in the Scheme Document.
Settlement
Under the terms of the Scheme, Scheme Shareholders on the
register of members of Clinigen at the Scheme Record Time (6.00
p.m. on 1 April 2022) will be entitled to receive 925 pence for
each Scheme Share held at the Scheme Record Time. Scheme
Shareholders' cash consideration under the terms of the Scheme will
be settled or dispatched, or, in the case of any Scheme Shareholder
that holds Scheme Shares in uncertificated form (that is, in
CREST), transferred to such person through CREST, by no later than
18 April 2022.
Suspension and cancellation of trading
Trading in Clinigen Shares on AIM was suspended with effect from
7.30 a.m. on 4 April 2022. Following the application by Clinigen to
the London Stock Exchange, the cancellation of admission to trading
of Clinigen shares on AIM is expected to be effective as of 7.00
a.m. on 5 April 2022.
Board changes
As the Scheme has now become Effective, Clinigen announces that,
with effect from today's date the non-executive directors of
Clinigen, being Elmar Schnee, Ian Johnson, Anne Hyland, Alan Boyd
and Sharon Curran have stepped down from the board of directors of
Clinigen.
Enquiries
Bidco and Triton
Media & Communications media@Triton-partners.com
J.P. Morgan Cazenove (Lead Financial
Adviser to Bidco and Triton)
James Mitford / Hemant Kapoor Tel: +44 (0) 20 7742 4000
Dwayne Lysaght / Alex Bruce
Greenbrook PR (PR Adviser to Bidco
and Triton)
James Madsen / Alex Jones Tel: +44 (0) 7867 472 731
/ +44 (0) 20 7952 2000
Triton@greenbrookpr.com
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
Barclays Bank plc and HSBC Bank plc are also acting as financial
advisers to Bidco and Triton.
RBC Capital Markets and Numis are providing independent advice
to Clinigen pursuant to Rule 3 of the Takeover Code.
White & Case LLP has been retained as legal adviser to
Triton and Bidco. Alston & Bird (City) LLP has been retained as
legal adviser to StepStone.
Ashurst LLP has been retained as legal adviser to Clinigen.
Important notices
J.P. Morgan Securities plc, which conducts its UK investment
banking business as J.P. Morgan Cazenove, is authorised in the
United Kingdom by the Prudential Regulatory Authority ("PRA") and
regulated in the United Kingdom by the PRA and the Financial
Conduct Authority ("FCA"). J.P. Morgan Cazenove is acting as
financial adviser exclusively for Bidco and Triton and no one else
in connection with the Acquisition and will not regard any other
person as its client in relation to the Acquisition and will not be
responsible to anyone other than Bidco and Triton for providing the
protections afforded to clients of J.P. Morgan Cazenove or its
affiliates, nor for providing advice in relation to the Acquisition
or any matter or arrangement referred to herein.
Barclays, which is authorised by the PRA and regulated in the
United Kingdom by the FCA and the PRA, is acting exclusively for
Bidco and Triton and no one else in connection with the matters set
out in this announcement and will not be responsible to anyone
other than Bidco and Triton for providing the protections afforded
to clients of Barclays nor for providing advice in relation to the
matters set out in this announcement.
HSBC, which is authorised by the PRA and regulated in the United
Kingdom by the FCA and the PRA, is acting as financial adviser to
Bidco and Triton and no one else in connection with the Acquisition
and will not be responsible to anyone other than Bidco and Triton
for providing the protections afforded to clients of HSBC, or for
providing advice in connection with the matters referred to herein.
Neither HSBC nor any of its group undertakings 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 HSBC in
connection with the Acquisition or any matter referred to
herein.
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.
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.
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.
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.
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.
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.
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, 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 and availability of hard copies
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.
In accordance with Rule 30.3 of the Takeover Code, Clinigen
Shareholders, persons with information rights and participants in
Clinigen Share Plans may request a hard copy of this announcement
by contacting Clinigen's registrars, Equiniti Limited, between 8.30
a.m. to 5.30 p.m. (London time), Monday to Friday (except public
holidays in England and Wales) on +44 (0) 371-384-2050. Calls are
charged at the standard geographical rate and will vary by
provider. Calls outside the United Kingdom will be charged at the
applicable international rate. Please note that Equiniti Limited
cannot provide any financial, legal or tax advice, and calls may be
recorded and monitored for security and training purposes. 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. Such persons 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.
Rounding
Certain figures included in this announcement have been
subjected to rounding adjustments. Accordingly, figures shown for
the same category presented in different tables may vary slightly
and figures shown as totals in certain tables may not be an
arithmetic aggregation of the figures that precede them.
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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END
SOABKQBQCBKKCQK
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