TIDMCRX
RNS Number : 4528N
Cyprotex PLC
26 October 2016
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION (IN WHOLE OR IN
PART), DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY RESTRICTED
JURISDICTION (INCLUDING THE UNITED STATES, CANADA, AUSTRALIA,
JAPAN, THE REPUBLIC OF SOUTH AFRICA AND NEW ZEALAND) OR ANY OTHER
JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE
RELEVANT LAWS OF SUCH JURISDICTION
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
Recommended Acquisition of
Cyprotex PLC
by
Evotec AG
to be effected by means of a Scheme of Arrangement
under Part 26 of the Companies Act 2006
The Boards of Cyprotex and Evotec are pleased to announce that
they have reached agreement on the terms of a recommended
acquisition pursuant to which Evotec will acquire the entire issued
and to be issued ordinary share capital of Cyprotex, to be effected
by means of a Court-sanctioned scheme of arrangement of Cyprotex
under Part 26 of the Companies Act.
Summary
-- Under the terms of the Scheme, Scheme Shareholders will be entitled to receive:
for each Scheme Share 160 pence in cash
-- The Acquisition price values Cyprotex's entire issued and to
be issued share capital at approximately GBP41.70 million and
represents a premium of approximately:
o 74.9 per cent. to the Closing Price of a Cyprotex Share of
91.5 pence on 31 March 2016, being the last business day prior to
the commencement of the Offer Period;
o 117.9 per cent. to the average Closing Price of a Cyprotex
Share of 73.4 pence for the 12 months ended 31 March 2016, being
the last business day prior to the commencement of the Offer
Period; and
o 8.1 per cent. to the Closing Price of a Cyprotex Share of 148
pence on 25 October 2016, being the last business day prior to this
announcement.
-- If any dividend or other distribution or return of value is
proposed, declared, made, paid or becomes payable by Cyprotex in
respect of the Ordinary Shares on or after the date of this
announcement and prior to the Scheme becoming Effective, Evotec
will have the right to reduce the value of the consideration
payable for each Ordinary Shares by up to the amount per Ordinary
Share of such dividend, distribution or return of value.
-- Cyprotex is a specialist preclinical contract research
organisation whose shares are admitted to trading on AIM.
-- On 1 April 2016 Cyprotex announced it was undertaking a
formal strategic review of the Company's business and assets with a
view to maximising value for all stakeholders. The Acquisition
represents the successful outcome of this review.
-- Evotec is a German, publicly listed, drug discovery solutions
company providing drug discovery expertise and capabilities to the
pharmaceutical and biotechnology industry as well as to academic
institutions.
-- Cyprotex will allow Evotec to grow in the area of large
scale, strategic research services complementing its current
offering in LI/LO screen and other general Compound Screening
services. Evotec's deep customer reach and strategic influence with
large pharma will help drive larger, less tactical work in this
area.
-- The Cyprotex Directors, who have been so advised by N+1
Singer, consider the financial terms of the Acquisition to be fair
and reasonable. In providing its advice to the Cyprotex Directors,
N+1 Singer has taken into account the commercial assessments of the
Cyprotex Directors.
-- Accordingly, the Cyprotex Directors intend to unanimously
recommend that Cyprotex Shareholders (to the extent they are
entitled to do so) vote in favour of the Scheme at the Court
Meeting and the Resolutions at the General Meeting, as each of the
Cyprotex Directors who holds Ordinary Shares has irrevocably
undertaken to do in respect of his own entire legal and beneficial
holdings of Ordinary Shares (and those of certain connected
persons) amounting to, in aggregate, 460,239 Ordinary Shares
representing approximately 2.04 per cent. of Cyprotex's existing
issued share capital. The aggregated holdings referred to in this
paragraph do not include the holdings of certain holders connected
with Christopher Mills as described in Appendix 3, however
irrevocable undertakings have been given by such holders and are
included in the aggregate holdings of certain shareholders as
described below.
-- Evotec has also received irrevocable undertakings to vote (or
procure the vote) in favour of the Scheme at the Court Meeting and
the Resolutions at the Cyprotex General Meeting from Trident
Private Equity Fund III LP, Oryx International Growth Fund Limited,
Harwood Capital LLP (on behalf of certain discretionary management
clients), Marlborough Fund Management Limited, The Alphagen
Volantis Catalyst Fund Limited and Richard Sneller representing
49.87 per cent. of the existing issued share capital of
Cyprotex.
-- Evotec has therefore received irrevocable undertakings in
respect of a total of 11,686,266 Ordinary Shares, representing, in
aggregate approximately 51.92 per cent. of the issued share capital
of Cyprotex to vote in favour of the Acquisition at the Court
Meeting and of the Resolutions to be proposed at the Cyprotex
General Meeting. Further details of the irrevocable undertakings,
including the circumstances in which they cease to be binding, are
set out in Appendix 3 of this announcement.
-- The Acquisition is subject to the satisfaction or waiver of
the Conditions and to the further terms that are set out in
Appendix 1 to this announcement and to be set out in the Scheme
Document.
-- The Scheme Document, which contains further information about
the Acquisition, the Scheme, and the notices of the Court Meeting
and the General Meeting ,and the Forms of Proxy, will be published
as soon as practicable and, in any event, within 28 days of the
date of this announcement, unless Evotec and Cyprotex agree, and
the Panel consents, to a later date.
-- It is expected that the Scheme will become Effective by the
end of 2016, subject to the satisfaction or waiver of the
Conditions and certain further terms set out in Appendix 1 to this
Announcement.
Commenting on the Acquisition, Dr Werner Lanthaler, Chief
Executive Officer of Evotec said:
"Our focus on creating the leading innovative and capital
efficient drug discovery platform will be perfectly extended by
Cyprotex. Given our strong performance over the last years, a very
good outlook of our business into the coming years, and the
commercial profile of Cyprotex we also feel very comfortable in
using the cash on our strong balance sheet for this accretive
acquisition. We are very much looking forward to welcoming the
employees of Cyprotex within the Evotec group after closing of the
transaction."
Commenting on the Acquisition, Dr Anthony D Baxter, Chief
Executive Officer of Cyprotex said:
"We are delighted to recommend the acquisition of Cyprotex by
Evotec to all shareholders following our Strategic Review for the
business that commenced in April this year. Cyprotex has grown an
impressive number of high quality customers in recent years serving
a wide industry base. There is little overlap in the specific
services between the two businesses but the opportunity to provide
larger, integrated and strategic outsourced pre-clinical research
services to a wider customer base is clear and compelling."
The Acquisition will be subject to the Conditions and certain
further terms set out in Appendix 1 to this announcement and to the
full terms and conditions which will be set out in the Scheme
Document. The bases of calculations and sources of certain
financial information contained in this announcement, and certain
additional financial and operational information, are set out in
Appendix 2 to this announcement. Details of the irrevocable
undertakings received by Evotec in relation to the Acquisition are
set out in Appendix 3 to this announcement. Certain definitions and
terms used in this announcement are set out in Appendix 4 to this
announcement.
This summary should be read in conjunction with the full text of
this announcement and the Appendices.
Enquiries:
Evotec
Dr Werner Lanthaler, CEO Tel +49 (0)40 560 81 0
Dr Mario Polywka, COO Tel +49 (0)40 560 81 0
Dr Christian Dargel, SVP Tel +49 (0)40 560 81 0
Legal & Compliance
Cyprotex
Mark Warburton Tel +44 (0) 1625 505117
MCF Limited (financial
adviser to Evotec)
Ian Henderson Tel +44 (0) 20 7968 2760
Nplus One Singer Advisory LLP (financial adviser
to Cyprotex,
for the purposes of Rule 3 of the Code)
Shaun Dobson Tel +44 (0)20 7496 3000
Jen Boorer Tel +44 (0)20 7496 3000
Disclaimers
N+1 Singer, which, in the United Kingdom, is authorised and
regulated by the Financial Conduct Authority, is acting exclusively
for Cyprotex and no one else in connection with the Acquisition and
will not be responsible to anyone other than Cyprotex for providing
the protections afforded to clients of N+1 Singer nor for providing
advice in relation to the Acquisition or any other matter or
arrangement referred to in this announcement.
MCF CF, which, in the United Kingdom, is authorised and
regulated by the Financial Conduct Authority, is acting exclusively
for Evotec and is not acting for anyone else in connection with the
Acquisition and will not be responsible to anyone other than Evotec
for providing the protections afforded to clients of MCF CF nor for
providing advice in relation to the Acquisition or any other matter
or arrangement referred to in this announcement.
IMPORTANT NOTES
Publication of certain documents in connection with the
Acquisition
The release, publication or distribution of this announcement in
jurisdictions other than the United Kingdom may be restricted by
law and therefore persons into whose possession this announcement
comes should inform themselves about, and observe any applicable
restrictions or requirements. Any failure to comply with such
restrictions may constitute a violation of the securities laws of
any such jurisdiction. To the fullest extent possible, the
companies involved in the Acquisition disclaim any responsibility
or liability for the violation of such requirements by any person.
This announcement has been prepared for the purposes of complying
with English law, the Code, the Rules of the London Stock Exchange
and the AIM 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 and regulations of any
jurisdiction outside England and Wales.
This announcement is for information purposes only. It is not
intended to and does not constitute, an offer or form part of any
offer or an invitation to purchase, subscribe for, sell or issue,
any securities or a solicitation of any offer to purchase,
subscribe for, sell or issue any securities pursuant to this
announcement or otherwise in any jurisdiction in which such offer
or solicitation is unlawful. This announcement does not comprise a
prospectus or a prospectus equivalent document. The Acquisition
will be effected solely by means of the Scheme Document which,
together with the Forms of Proxy, will contain the full terms and
conditions of the Acquisition, including details of how to vote in
respect of the Acquisition.
It is expected that the formal Scheme Document (including
notices of the Meetings), together with (in the case of Cyprotex
Shareholders who hold their shares in certificated form) the
relevant Forms of Proxy and Form of Election, will be posted to
Cyprotex Shareholders (and, for information only, to Cyprotex Share
Scheme Participants) as soon as is reasonably practicable and in
any event within 28 days of this announcement, unless otherwise
agreed with the Panel. Those documents will be also made available
at the same time on Evotec's website at www.Evotec.com and on
Cyprotex's website at www.Cyprotex.com. Notwithstanding the above,
those documents will not be posted into, or made available within,
a Restricted Jurisdiction and may not be capable of being accessed
by Restricted Overseas Persons. Cyprotex urges Cyprotex
Shareholders to read the Scheme Document, when it becomes
available, in its entirety because it will contain important
information in relation to the Acquisition. Any vote in respect of
the Scheme or other response in relation to the Acquisition should
be made only on the basis of the information contained in the
Scheme Document.
The statements contained herein are made as at the date of this
announcement, unless some other time is specified in relation to
them, and service of this announcement shall not give rise to any
implication that there has been no change in the facts set forth
herein since such date. Nothing contained in this announcement
shall be deemed to be a forecast, projection or estimate of the
future financial performance of Cyprotex or the Cyprotex Group, or
of Evotec or the Evotec Group, or of the Enlarged Group, except
where otherwise stated.
Overseas jurisdictions
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 should inform themselves
about, and observe, any applicable requirements. In particular, the
ability of persons who are not resident in the United Kingdom to
vote their Ordinary Shares in respect of the Scheme at the
Meetings, to execute and deliver Forms of Proxy appointing another
to vote at the Meetings on their behalf, may be affected by the
laws of the relevant jurisdictions in which they are located. 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.
Copies of this announcement and any formal documentation
relating to the Acquisition 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 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. If the
Acquisition is implemented by way of an Offer (unless otherwise
permitted by applicable law and regulation), the Offer may not be
made, directly or indirectly, in or into, or by the use of mails or
any means or instrumentality (including, but not limited to,
facsimile, email or other electronic transmission, telex or
telephone) of interstate or foreign commerce of, or of any facility
of a national, state or other securities exchange of any Restricted
Jurisdiction and the Offer may not be capable of acceptance by any
such use, means, instrumentality or facilities.
Please be aware that addresses, electronic addresses and certain
other information provided by Cyprotex Shareholders, persons with
information rights and other relevant persons for the receipt of
communications from Cyprotex may be provided to Evotec during the
Offer Period as required under Section 4 of Appendix 4 of the
Code.
Notice to US investors
The Acquisition 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 Exchange Act. The Acquisition is
subject to the disclosure requirements 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 Evotec exercises its right to implement the Acquisition
by means of an Offer, such Offer will be made in compliance with
all applicable laws and regulations, including the US tender offer
rules, to the extent applicable.
The financial information included in this announcement relating
to Cyprotex has been prepared in accordance with accounting
standards applicable in the United Kingdom that may not be
comparable to the financial statements of US companies. US
generally accepted accounting principles ("US GAAP") differ in
certain significant respects from each of UK GAAP and IFRS. None of
the financial information in this announcement has been audited in
accordance with auditing standards generally accepted in the United
States or the auditing standards of the Public Company Accounting
Oversight Board (United States).
Cautionary note regarding forward-looking statements
This announcement including certain information incorporated by
reference contains certain forward looking statements with respect
to the financial condition, results of operations and business of
Cyprotex or the Cyprotex Group and Evotec or the Evotec Group and
certain plans and objectives of the Cyprotex Board and the Evotec
Board. These forward looking statements can be identified by the
fact that they do not relate to historical or current facts.
Forward looking statements often use words such as "anticipate",
"target", "expect", "estimate", "intend", "plan", "goal",
"believe", "will", "may", "should", "would", "could" or other words
of similar meaning. These statements are based on assumptions and
assessments made by the Cyprotex Board and the Evotec Board in the
light of their experience and their perception of historical
trends, current conditions, expected future developments and other
factors they believe appropriate. By their nature, forward looking
statements involve risk and uncertainty and the factors described
in the context of such forward looking statements in this
announcement could cause actual results and developments to differ
materially from those expressed in or implied by such forward
looking statements.
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.
Except as required by the FCA, the London Stock Exchange, the AIM
Rules, the Code or any other applicable law, Cyprotex and Evotec
assume no obligation to update or correct the information contained
in this announcement.
No profit forecasts or estimates
No statement in this announcement is intended 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 Evotec or Cyprotex, as appropriate,
for the current or future financial years would necessarily match
or exceed the historical published earnings or earnings per
ordinary share for Evotec or Cyprotex, as appropriate.
Disclosure requirements of the Code
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 Cyprotex
or of any paper 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 paper 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)
Cyprotex and (ii) any paper 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 paper offeror is first
identified. Relevant persons who deal in the relevant securities of
Cyprotex or of a paper 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 Cyprotex or of any paper offeror must make a Dealing
Disclosure if the person deals in any relevant securities of
Cyprotex or of any paper 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) Cyprotex and (ii) any paper offeror, save
to the extent that these details have previously been disclosed
under Rule 8 of the Code. A Dealing Disclosure by a person to whom
Rule 8.3(b) of the Code 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 Cyprotex or a paper offeror,
they will be deemed to be a single person for the purpose of Rule
8.3 of the Code.
Opening Position Disclosures must also be made by Cyprotex and
by any offeror and Dealing Disclosures must also be made by
Cyprotex, 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 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.
If you are in any doubt as to whether you are required to make an
Opening Position Disclosure or a Dealing Disclosure, you should
contact the Panel's Market Surveillance Unit on +44 20 7638
0129.
Rule 2.9 disclosures
In accordance with Rule 2.9 of the Code, Cyprotex confirms that
as at close of business on 25 October 2016 (being the last Business
Day prior to the date of this announcement), it has in issue
22,509,042 ordinary shares of 1 pence each. The International
Securities Identification Number (ISIN) of the ordinary shares is
GB00BP25RZ14. Cyprotex also confirms that as at close of business
on 25 October 2016 (being the last Business Day prior to the date
of this announcement) it has 4,584,645 of unsecured Convertible
Loan Notes due on 30 September 2018 (the "Convertible Notes"). If
the Convertible Notes were converted into Ordinary Shares in
Cyprotex this would be at a price of 60 pence per share. The
Convertible Notes are admitted to the Official List of the Cayman
Islands Stock Exchange under the International Securities
Identification Number GB00BQ1XZQ04.
Publication on Website and Availability of Hard Copies
In accordance with Rule 26.1 and 26.2 of the Code, a copy of
this announcement (and any information expressly incorporated by
reference in this announcement), and the Forms of Proxy will be
made available, subject to certain restrictions relating to
Restricted Overseas Shareholders, on the websites of Cyprotex and
Evotec at www.Cyprotex.com and www.Evotec.com respectively in each
case until the end of the Offer Period (or, if later, the end of
any competition reference period).
For the avoidance of doubt, the content of the websites referred
to above is not incorporated into and does not form part of this
announcement.
In accordance with Rule 30.1 of the Code, you may request a hard
copy of this announcement (and any information incorporated by
reference in this announcement) free of charge (subject to certain
restrictions relating to persons resident in Restricted
Jurisdictions) by writing to Capita Asset Services of The Registry,
34 Beckenham Road, Beckenham, Kent BR3 4TU or by calling 0371 664
0321. Calls are charged at the standard geographic rate and will
vary by provider. Calls outside the United Kingdom will be charged
at the applicable international rate. The helpline is open 9.00
a.m. to 5.30 p.m. Monday to Friday excluding public holidays in
England and Wales.
Unless you make such a request, a hard copy of this announcement
and any such information incorporated by reference in it will not
be sent to you. You may also request that all future documents,
announcements and information to be sent to you in relation to the
Acquisition be in hard copy.
Rounding
Certain figures included in this announcement have been subject
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.
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION (IN WHOLE OR IN
PART), DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY RESTRICTED
JURISDICTION (INCLUDING THE UNITED STATES, CANADA, AUSTRALIA,
JAPAN, THE REPUBLIC OF SOUTH AFRICA AND NEW ZEALAND) OR ANY OTHER
JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE
RELEVANT LAWS OF SUCH JURISDICTION
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
For Immediate Release
26 October 2016
Recommended Acquisition of
Cyprotex PLC
by
Evotec AG
to be implemented by means of a scheme of arrangement
under Part 26 of the Companies Act 2006
Recommended acquisition of Cyprotex by Evotec
1. Introduction
On 26 October 2016, it was announced that the Evotec Board and
the Cyprotex Board had reached agreement on the terms of a
recommended acquisition of the entire issued and to be issued share
capital of Cyprotex to be effected by means of a Court sanctioned
scheme of arrangement between Cyprotex and its shareholders
pursuant to the provisions of Part 26 of the Act.
This announcement explains the background to, the Acquisition
and the reasons why the Cyprotex Directors intend to unanimously
recommend that Scheme Shareholders vote in favour of the Scheme at
the Court Meeting and that Cyprotex Shareholders vote in favour of
the Resolutions to be proposed at the General Meeting as they have
undertaken to do in respect of their beneficial interests in
Ordinary Shares amounting, in aggregate, to 460,239 Ordinary
Shares, representing at the date of this announcement approximately
2.04 per cent. of the existing issued share capital of Cyprotex.
The aggregated holdings referred to in this paragraph do not
include the holdings of certain holders connected with Christopher
Mills as described in Appendix 3, however irrevocable undertakings
have been given by such holders and are included in the aggregate
holdings of certain shareholders as described below.
The Scheme will be subject to the Conditions set out below and
in Appendix 1 to this Announcement and the full terms and
conditions to be set out in the Scheme Document.
2. The Acquisition
Under the terms of the Scheme, which is subject to the
Conditions set out in Part III of this document, Scheme
Shareholders on the register of members of Cyprotex at the Scheme
Record Time will be entitled to receive:
for each Scheme Share 160 pence in cash
The Acquisition price values Cyprotex's entire issued and to be
issued share capital at approximately GBP41.70 million and
represents a premium of approximately:
o 74.9 per cent. to the Closing Price of a Cyprotex Share of
91.5 pence on 31 March 2016, being the last business day prior to
the commencement of the Offer Period;
o 117.9 per cent. to the average Closing Price of a Cyprotex
Share of 73.4 pence for the 12 months ended 31 March 2016, being
the last business day prior to the commencement of the Offer
Period; and
o 8.1 per cent. to the Closing Price of a Cyprotex Share of 148
pence on 25 October 2016, being the last business day prior to this
announcement.
The Scheme requires the Scheme Shareholders to vote in favour of
the Scheme at the Court Meeting and the Cyprotex Shareholders to
vote in favour of the Resolutions at the General Meeting. If the
Scheme becomes Effective, it will be binding on all Scheme
Shareholders irrespective of whether or not they attended or voted
and, if they voted, whether they voted for or against the Scheme,
at the Court Meeting or the General Meeting. Upon the Scheme
becoming Effective, Cyprotex will become a wholly owned subsidiary
of Evotec.
If any dividend or other distribution or return of value is
proposed, declared, made, paid or becomes payable by Cyprotex in
respect of the Ordinary Shares on or after the date of this
announcement and prior to the Scheme becoming Effective, Evotec
will have the right to reduce the value of the consideration
payable for each Ordinary Shares by up to the amount per Ordinary
Share of such dividend, distribution or return of value.
3. Background to and reasons for the Acquisition
Cyprotex is a specialist preclinical contract research
organisation and has grown its ADME Tox business year on year since
2008. The Company is now poised for significant further growth and
requires a partner with an understanding of the Company's primary
markets and the ability to invest in expansion of its marketing
reach.
Cyprotex's Macclesfield site is at maximum capacity and Cyprotex
plans to move to newer facilities to permit further growth and to
provide a superior image and working environment so that its
customers have the confidence to continue to place larger and more
strategic contracts. The Company will need to capitalise on the
future growth opportunities on its two US sites which have both
stabilised and grown since acquisition. This will require further
capital expenditure and infrastructure investment.
Evotec is a large and significant player in the contract
research organisation industry providing integrated drug discovery
services to the pharmaceutical industry. Evotec has world class
capability in chemistry and biological target screening but would
benefit from the addition of ADME and specifically in Tox services.
The acquisition will permit cross selling opportunities within
Evotec's customer base, having contracts for integrated drug
discovery programmes.
On 1 April 2016, Cyprotex announced that the Board had decided
to carry out a formal strategic review of Cyprotex's business and
assets with a view to maximising value for all stakeholders. The
review considered all available options including a possible offer
for the company or a strategic partnership. The Acquisition by
Evotec represents the successful outcome of this review.
Evotec's large presence in continental Europe is a large benefit
to Cyprotex as it seeks to expand its services and customer base in
its chosen market segment, which is mid-sized European
pharmaceutical companies. Cyprotex will provide Evotec with a
greater customer base in non-pharmaceutical industries such as
personal care, chemicals, agrochemicals and med tech amongst
others.
Cyprotex will allow Evotec to grow in the area of large scale,
strategic research services complementing its existing offering in
LI/LO screen and other general Compound Screening services.
Evotec's deep customer reach and strategic influence with large
pharma will help drive larger, less tactical work in this area.
Whilst the Cyprotex Board continues to believe in the prospects
for the Company as a standalone entity, the Board also recognises
that the Offer represents an attractive valuation and significant
premium to the undisturbed share price. The Offer also provides all
Cyprotex Shareholders with an opportunity to realise their
investment which would not otherwise be available to them given the
relatively illiquid market for Company's shares on AIM.
Accordingly, the Board intends to unanimously recommend the Offer
to Cyprotex Shareholders.
4. Recommendation
The Cyprotex Directors, who have been so advised by N+1 Singer,
consider the financial terms of the Acquisition to be fair and
reasonable. In providing its advice to the Cyprotex Directors, N+1
Singer has taken into account the commercial assessments of the
Cyprotex Directors.
Accordingly, the Cyprotex Directors intend to unanimously
recommend that Cyprotex Shareholders (to the extent they are
entitled to do so) vote in favour of the Scheme at the Court
Meeting and the Resolutions at the General Meeting, as each of the
Cyprotex Directors has irrevocably undertaken to do in respect of
his own entire legal and beneficial holdings of Ordinary Shares
(and those of certain connected persons) amounting to, in
aggregate, 460,239 Ordinary Shares, representing approximately 2.04
per cent. of Cyprotex's existing issued share capital. The
aggregated holdings referred to in this paragraph do not include
the holdings of certain holders connected with Christopher Mills as
described in Appendix 3, however irrevocable undertakings have been
given by such holders and are included in the aggregate holdings of
certain shareholders as described below.
5. Irrevocable undertakings
The Cyprotex Directors who hold Ordinary Shares have entered
into irrevocable undertakings to vote (or procure the vote) in
favour of the Scheme at the Court Meeting and the Resolutions at
the Cyprotex General Meeting in respect of their beneficial
interests in Ordinary Shares amounting, in aggregate, to 460,239
Ordinary Shares, representing 2.04 per cent. of the existing issued
share capital of Cyprotex. The aggregated holdings referred to in
this paragraph do not include the holdings of certain holders
connected with Christopher Mills as described in Appendix 3,
however irrevocable undertakings have been given by such holders
and are included in the aggregate holdings of certain shareholders
as described below.
Evotec has also received irrevocable undertakings to vote (or
procure the vote) in favour of the Scheme at the Court Meeting and
the Resolutions at the Cyprotex General Meeting from Trident
Private Equity Fund III LP, Oryx International Growth Fund Limited,
Harwood Capital LLP (on behalf of certain discretionary management
clients), Marlborough Fund Management Limited, The Alphagen
Volantis Catalyst Fund Limited and Richard Sneller representing
49.87 per cent. of the existing issued share capital of
Cyprotex.
Evotec has therefore received irrevocable undertakings in
respect of a total of 11,686,266 Ordinary Shares, representing, in
aggregate approximately 51.92 per cent. of the issued share capital
of Cyprotex to vote in favour of the Acquisition at the Court
Meeting and of the Resolutions to be proposed at the Cyprotex
General Meeting.
Cyprotex has received irrevocable undertakings from certain
holders of Cyprotex Loan Notes to redeem the entirety of the
Cyprotex Loan Notes held by them.
Further details of these irrevocable undertakings (including the
circumstances in which they cease to become binding) are set out in
Appendix 3 of this announcement.
6. Directors, management and employees
Evotec has informed Cyprotex that its plans do not involve
altering existing arrangements with management or employees, or
save as contemplated by Cyprotex and set out above changing the
locations of Cyprotex Group's places of business. Evotec's plans do
not involve altering the employer contributions into Cyprotex's
pension scheme, the accrual of benefits for existing members or
admission of new members.
The Cyprotex Board has given due consideration to Evotec's
stated intention and assurances noted above in deciding to
recommend the Acquisition.
7. Cyprotex Share Schemes and Cyprotex Loan Notes
Appropriate proposals will be made in due course to participants
in the Cyprotex Share Schemes so that they may exercise their share
options and receive the Cash Consideration.
Pursuant to and in accordance with the terms of the Cyprotex
Loan Notes, the entirety of the Cyprotex Loan Notes and associated
PIK loan notes shall be redeemed by the Company on the Effective
Date. Holders of the Cyprotex Loan Notes will receive separate
explanatory letters explaining the effect of the Scheme on the
Cyprotex Loan Notes.
8. Cancellation of admission to trading on AIM and re-registration
An application will be made to the London Stock Exchange prior
to the Effective Date to cancel the admission of the Ordinary
Shares to trading on AIM with effect from shortly after the
Effective Date once the Scheme has become effective in accordance
with its terms.
It is intended that dealing in Cyprotex Shares will be suspended
on or around the Effective Date.
On the Effective Date, Cyprotex will become a wholly-owned
subsidiary of Evotec. As soon as possible after the Effective Date,
it is intended that Cyprotex will be re-registered as a private
limited company.
9. Evotec approval
On the 18th of October supervisory board approval was obtained
subject to conditions which have been satisfied and the Offer was
subsequently approved by the management board on the 25th of
October. No approval is required from Evotec's shareholders for the
Acquisition.
10. Financing of the Acquisition
The Cash Consideration payable under the Acquisition will be
fully financed out of existing Evotec cash resources.
MCF CF, financial adviser to Evotec, is satisfied that
sufficient financial resources are available to Evotec to satisfy
in full the Cash Consideration payable under the terms of the
Acquisition and to enable it to implement the Acquisition in full.
Assuming that the Cash Consideration is payable to all Scheme
Shareholders full implementation of the Acquisition (including the
redemption of the Cyprotex Loan Notes) would require a maximum cash
payment of approximately GBP55 million by Evotec which will be
funded entirely out of Evotec's cash resources and existing
facilities.
11. The Scheme and the Meetings
The Acquisition is being implemented by means of a scheme of
arrangement between Cyprotex and the Scheme Shareholders pursuant
to the provisions of Part 26 of the Act. The Scheme involves the
transfer of the Scheme Shares to Evotec or its nominee(s) in
consideration for which Cyprotex Shareholders will receive the Cash
Consideration, of 160 pence per Scheme Share.
Upon the Scheme becoming Effective, Evotec will become the owner
of the whole of the issued share capital of Cyprotex.
To become Effective, the Scheme requires, amongst other things,
the approval at the Court Meeting of a majority in number
representing 75 per cent. or more in value of the Scheme
Shareholders present and voting, either in person or by proxy, at
the Court Meeting, or at any adjournment thereof, and the passing
of the Resolutions necessary to approve matters to give effect to
the Scheme at the General Meeting, or at any adjournment thereof.
Following the Court Meeting and the General Meeting and the
satisfaction (or, where applicable, waiver) of the other
Conditions, the Scheme must also be sanctioned by the Court at the
Scheme Court Hearing. The Scheme will take effect when the Scheme
Court Order has been delivered to the Registrar of Companies. If
the Scheme becomes Effective, it will be binding on all Scheme
Shareholders irrespective of whether they attended or voted and, if
they voted, whether they voted for or against the Scheme, at the
Court Meeting or the General Meeting.
Evotec has reserved the right (subject to the consent of the
Panel) to implement the Acquisition by way of an Offer at any time
before the Scheme becomes Effective, or following its withdrawal,
in which case additional documents will be despatched to Cyprotex
Shareholders. In such event, the Offer will (subject to the Panel
and unless otherwise agreed) be implemented on the same terms
(subject to appropriate amendments, including (without limitation)
the inclusion of an acceptance condition set at 90 per cent. (or
such lesser percentage (being more than 50 per cent.) as Evotec may
determine) of the shares to which such Offer relates), so far as
applicable as those which would apply to the implementation of the
Acquisition by means of the Scheme.
The Scheme Document, containing further information about the
Offer and notices convening the Court Meeting and the General
Meeting, will be posted to Cyprotex Shareholders in due course
(and, in any event, within 28 days of this Announcement, unless
otherwise agreed with the Panel) and the Scheme will become
Effective by the end of 2016, subject to the satisfaction of the
Conditions and further terms set out in Appendix 1.
12. Permitted Acquisition-related arrangements
On 27 April 2016, Cyprotex and Evotec entered into a
confidentiality agreement relating to the Acquisition, pursuant to
which both Cyprotex and Evotec agreed to keep confidential certain
information supplied by the other for the purposes of considering
the proposed Acquisition.
This agreement also contains undertakings from both Cyprotex and
Evotec to each other that for a period of 12 months neither Evotec
nor Cyprotex will approach any of the other's employees, officers
or customers without prior written consent nor will employ or
otherwise engage certain of the other's employees.
13. Publication of associated documents on websites
In accordance with Rule 26.2 of the Code, copies of the
following documents will by no later than 12 noon (London time) on
27 October 2016 be published on Cyprotex's website
(wwww.Cyprotex.com) and Evotec's website (www.Evotec.com) until the
end of the Offer Period:
-- a copy of this announcement;
-- the irrevocable undertakings referred to above at paragraph 5 and in Appendix 3; and
-- the confidentiality agreement referred to at paragraph 12 above.
Important Notices:
Disclaimers
N+1 Singer, which, in the United Kingdom, is authorised and
regulated by the Financial Conduct Authority, is acting exclusively
for Cyprotex and no one else in connection with the Acquisition and
will not be responsible to anyone other than Cyprotex for providing
the protections afforded to clients of N+1 Singer nor for providing
advice in relation to the Acquisition or any other matter or
arrangement referred to in this announcement.
MCF CF, which, in the United Kingdom, is authorised and
regulated by the Financial Conduct Authority, is acting exclusively
for Evotec and is not acting for anyone else in connection with the
Acquisition and will not be responsible to anyone other than Evotec
for providing the protections afforded to clients of MCF CF nor for
providing advice in relation to the Acquisition or any other matter
or arrangement referred to in this announcement.
IMPORTANT NOTES
Publication of certain documents in connection with the
Acquisition
The release, publication or distribution of this announcement in
jurisdictions other than the United Kingdom may be restricted by
law and therefore persons into whose possession this announcement
comes should inform themselves about, and observe any applicable
restrictions or requirements. Any failure to comply with such
restrictions may constitute a violation of the securities laws of
any such jurisdiction. To the fullest extent possible, the
companies involved in the Acquisition disclaim any responsibility
or liability for the violation of such requirements by any person.
This announcement has been prepared for the purposes of complying
with English law, the Code, the Rules of the London Stock Exchange
and the AIM 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 and regulations of any
jurisdiction outside England and Wales.
This announcement is for information purposes only. It is not
intended to and does not constitute, an offer or form part of any
offer or an invitation to purchase, subscribe for, sell or issue,
any securities or a solicitation of any offer to purchase,
subscribe for, sell or issue any securities pursuant to this
announcement or otherwise in any jurisdiction in which such offer
or solicitation is unlawful. This announcement does not comprise a
prospectus or a prospectus equivalent document. The Acquisition
will be effected solely by means of the Scheme Document which,
together with the Forms of Proxy, will contain the full terms and
conditions of the Acquisition, including details of how to vote in
respect of the Acquisition.
It is expected that the formal Scheme Document (including
notices of the Meetings), together with (in the case of Cyprotex
Shareholders who hold their shares in certificated form) the
relevant Forms of Proxy and Form of Election, will be posted to
Cyprotex Shareholders (and, for information only, to Cyprotex Share
Scheme Participants) as soon as is reasonably practicable and in
any event within 28 days of this announcement, unless otherwise
agreed with the Panel. Those documents will be also made available
at the same time on Evotec's website at www.Evotec.com and on
Cyprotex's website at www.Cyprotex.com. Notwithstanding the above,
those documents will not be posted into, or made available within,
a Restricted Jurisdiction and may not be capable of being accessed
by Restricted Overseas Persons. Cyprotex urges Cyprotex
Shareholders to read the Scheme Document, when it becomes
available, in its entirety because it will contain important
information in relation to the Acquisition. Any vote in respect of
the Scheme or other response in relation to the Acquisition should
be made only on the basis of the information contained in the
Scheme Document.
The statements contained herein are made as at the date of this
announcement, unless some other time is specified in relation to
them, and service of this announcement shall not give rise to any
implication that there has been no change in the facts set forth
herein since such date. Nothing contained in this announcement
shall be deemed to be a forecast, projection or estimate of the
future financial performance of Cyprotex or the Cyprotex Group, or
of Evotec or the Evotec Group, or of the Enlarged Group, except
where otherwise stated.
Overseas jurisdictions
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 should inform themselves
about, and observe, any applicable requirements. In particular, the
ability of persons who are not resident in the United Kingdom to
vote their Ordinary Shares in respect of the Scheme at the
Meetings, to execute and deliver Forms of Proxy appointing another
to vote at the Meetings on their behalf, may be affected by the
laws of the relevant jurisdictions in which they are located. 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.
Copies of this announcement and any formal documentation
relating to the Acquisition 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 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. If the
Acquisition is implemented by way of an Offer (unless otherwise
permitted by applicable law and regulation), the Offer may not be
made, directly or indirectly, in or into, or by the use of mails or
any means or instrumentality (including, but not limited to,
facsimile, email or other electronic transmission, telex or
telephone) of interstate or foreign commerce of, or of any facility
of a national, state or other securities exchange of any Restricted
Jurisdiction and the Offer may not be capable of acceptance by any
such use, means, instrumentality or facilities.
Please be aware that addresses, electronic addresses and certain
other information provided by Cyprotex Shareholders, persons with
information rights and other relevant persons for the receipt of
communications from Cyprotex may be provided to Evotec during the
Offer Period as required under Section 4 of Appendix 4 of the
Code.
Notice to US investors
The Acquisition 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 Exchange Act. The Acquisition is
subject to the disclosure requirements 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 Evotec exercises its right to implement the Acquisition
by means of an Offer, such Offer will be made in compliance with
all applicable laws and regulations, including the US tender offer
rules, to the extent applicable.
The financial information included in this announcement relating
to Cyprotex has been prepared in accordance with accounting
standards applicable in the United Kingdom that may not be
comparable to the financial statements of US companies. US
generally accepted accounting principles ("US GAAP") differ in
certain significant respects from each of UK GAAP and IFRS. None of
the financial information in this announcement has been audited in
accordance with auditing standards generally accepted in the United
States or the auditing standards of the Public Company Accounting
Oversight Board (United States).
Cautionary note regarding forward-looking statements
This announcement including certain information incorporated by
reference contains certain forward looking statements with respect
to the financial condition, results of operations and business of
Cyprotex or the Cyprotex Group and Evotec or the Evotec Group and
certain plans and objectives of the Cyprotex Board and the Evotec
Board. These forward looking statements can be identified by the
fact that they do not relate to historical or current facts.
Forward looking statements often use words such as "anticipate",
"target", "expect", "estimate", "intend", "plan", "goal",
"believe", "will", "may", "should", "would", "could" or other words
of similar meaning. These statements are based on assumptions and
assessments made by the Cyprotex Board and the Evotec Board in the
light of their experience and their perception of historical
trends, current conditions, expected future developments and other
factors they believe appropriate. By their nature, forward looking
statements involve risk and uncertainty and the factors described
in the context of such forward looking statements in this
announcement could cause actual results and developments to differ
materially from those expressed in or implied by such forward
looking statements.
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.
Except as required by the FCA, the London Stock Exchange, the AIM
Rules, the Code or any other applicable law, Cyprotex and Evotec
assume no obligation to update or correct the information contained
in this announcement.
No profit forecasts or estimates
No statement in this announcement is intended 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 Evotec or Cyprotex, as appropriate,
for the current or future financial years would necessarily match
or exceed the historical published earnings or earnings per
ordinary share for Evotec or Cyprotex, as appropriate.
Disclosure requirements of the Code
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 Cyprotex
or of any paper 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 paper 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)
Cyprotex and (ii) any paper 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 paper offeror is first
identified. Relevant persons who deal in the relevant securities of
Cyprotex or of a paper 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 Cyprotex or of any paper offeror must make a Dealing
Disclosure if the person deals in any relevant securities of
Cyprotex or of any paper 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) Cyprotex and (ii) any paper offeror, save
to the extent that these details have previously been disclosed
under Rule 8 of the Code. A Dealing Disclosure by a person to whom
Rule 8.3(b) of the Code 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 Cyprotex or a paper offeror,
they will be deemed to be a single person for the purpose of Rule
8.3 of the Code.
Opening Position Disclosures must also be made by Cyprotex and
by any offeror and Dealing Disclosures must also be made by
Cyprotex, 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 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.
If you are in any doubt as to whether you are required to make an
Opening Position Disclosure or a Dealing Disclosure, you should
contact the Panel's Market Surveillance Unit on +44 20 7638
0129.
Rule 2.9 disclosures
In accordance with Rule 2.9 of the Code, Cyprotex confirms that
as at close of business on 25 October 2016 (being the last Business
Day prior to the date of this announcement), it has in issue
22,509,042 ordinary shares of 1 pence each. The International
Securities Identification Number (ISIN) of the ordinary shares is
GB00BP25RZ14. Cyprotex also confirms that as at close of business
on 25 October 2016 (being the last Business Day prior to the date
of this announcement) it has 4,584,645 of unsecured Convertible
Loan Notes due on 30 September 2018 (the "Convertible Notes"). If
the Convertible Notes were converted into Ordinary Shares in
Cyprotex this would be at a price of 60 pence per share. The
Convertible Notes are admitted to the Official List of the Cayman
Islands Stock Exchange under the International Securities
Identification Number GB00BQ1XZQ04.
Publication on website and availability of hard copies
In accordance with Rules 26.1 and 26.2 of the Code, a copy of
this announcement (and any information expressly incorporated by
reference in this announcement), and the Forms of Proxy will be
made available, subject to certain restrictions relating to
Restricted Overseas Shareholders, on the websites of Cyprotex and
Evotec at www.Cyprotex.com and www.Evotec.com respectively in each
case until the end of the Offer Period (or, if later, the end of
any competition reference period).
For the avoidance of doubt, the content of the websites referred
to above is not incorporated into and does not form part of this
announcement.
In accordance with Rule 30.1 of the Code, you may request a hard
copy of this announcement (and any information incorporated by
reference in this announcement) free of charge (subject to certain
restrictions relating to persons resident in Restricted
Jurisdictions) by writing to Capita Asset Services of The Registry,
34 Beckenham Road, Beckenham, Kent BR3 4TU or by calling 0371 664
0321. Calls are charged at the standard geographic rate and will
vary by provider. Calls outside the United Kingdom will be charged
at the applicable international rate. The helpline is open 9.00
a.m. to 5.30 p.m. Monday to Friday excluding public holidays in
England and Wales.
Unless you make such a request, a hard copy of this announcement
and any such information incorporated by reference in it will not
be sent to you. You may also request that all future documents,
announcements and information to be sent to you in relation to the
Acquisition be in hard copy.
Rounding
Certain figures included in this announcement have been subject
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.
APPIX 1
CONDITIONS TO THE IMPLEMENTATION, AND CERTAIN FURTHER TERMS, OF
THE
SCHEME AND THE ACQUISITION
Part A: Conditions to the Scheme
The Acquisition will be conditional upon the Scheme becoming
unconditional and becoming Effective by no later than 31 January
2017, or such later date (if any) as Evotec and Cyprotex may agree
and (if required) the Court and the Panel may allow.
(A) The Scheme will be conditional upon:
(1) its approval by a majority in number representing 75 per
cent. or more in value of the Scheme Shareholders present and
voting, either in person or by proxy, at the Court Meeting and at
any separate class meeting which may be required by the Court or at
any adjournment of any such meeting on or before the 22nd day after
the expected date of the Court Meeting to be set out in the Scheme
Document in due course (or such later date, if any, as Evotec and
Cyprotex may agree and the Court may allow);
(2) all resolutions necessary to approve and implement the
Scheme being duly passed by the requisite majority or majorities at
the Cyprotex General Meeting or at any adjournment of that meeting
on or before the 22nd day after the expected date of the Cyprotex
General Meeting to be set out in the Scheme Document in due course
(or such later date, if any, as Evotec and Cyprotex may agree and
the Court may allow); and
(3) the sanction of the Scheme with or without modification (but
subject to any such modification being acceptable to Evotec and
Cyprotex and approved by the Court; and
(4) the delivery of the Scheme Court Order to the Registrar of Companies.
In addition, the Acquisition will be conditional upon the
following Conditions and, accordingly, the necessary actions to
make the Scheme Effective will not be taken unless the following
Conditions (as amended if appropriate) have been satisfied or,
where relevant, waived:
Part B: Conditions to the Acquisition
Subject to Part C below, the Acquisition is also conditional
upon the following matters, and accordingly, the Scheme Court Order
will not be delivered to the Registrar of Companies unless such
Conditions (as amended as appropriate) have been satisfied (where
capable of satisfaction) or waived:
(A) except as Fairly Disclosed, there being no provision of any
agreement, arrangement, licence, permit or other instrument to
which any member of the Wider Cyprotex Group is a party or by or to
which any such member or any of its assets is or may be bound,
entitled or subject, which in consequence of the Acquisition or
because of a change in the control or management of Cyprotex or any
other member of the Wider Cyprotex Group or otherwise, would or
might reasonably be expected to result in (to an extent which is
material in the context of the Wider Cyprotex Group taken as a
whole):
(i) any monies borrowed by or any other indebtedness (actual or
contingent) of, or grant available to any such member, being or
becoming repayable or capable of being declared repayable
immediately or earlier than their or its stated maturity date or
repayment date or the ability of any such member to borrow moneys
or incur any indebtedness being withdrawn or inhibited or being
capable of becoming or being withdrawn or inhibited;
(ii) any such agreement, arrangement, licence, permit or
instrument or the rights, liabilities, obligations or interests of
any such member thereunder being terminated or modified or affected
or any obligation or liability arising or any action being taken or
arising thereunder;
(iii) any assets or interests of any such member being or
falling to be disposed of or charged or any right arising under
which any such asset or interest could be required to be disposed
of or charged;
(iv) the creation or enforcement of any mortgage, charge or
other security interest over the whole or any part of the business,
property or assets of any such member or any such mortgage, charge
or security interest (whenever created, arising or having arisen)
becoming enforceable;
(v) the rights, liabilities, obligations or interests of any
such member in, or the business of any such member with, any
person, firm or body (or any arrangement or arrangements relating
to any such interest or business) being terminated, adversely
modified or affected;
(vi) the value of any such member or its financial or trading
position or prospects being prejudiced or adversely affected;
(vii) any such member ceasing to be able to carry on business
under any name under which it presently does so; or
(viii) the creation or acceleration of any liability, actual or
contingent, by any such member, and no event having occurred which,
under any provision of any agreement, arrangement, licence, permit
or other instrument to which any member of the Wider Cyprotex Group
is a party or by or to which any such member or any of its assets
may be bound, entitled or subject, would or might result in any of
the events or circumstances as are referred to in sub-paragraphs
(i) to (viii) of this Condition;
(B) no anti-trust regulator or Third Party having decided to
take, institute, implement or threaten any action, proceeding,
suit, investigation, enquiry or reference, or enacted, made or
proposed any statute, regulation, decision or order, or having
taken any other steps which would or might reasonably be expected
to (to an extent which is material in the context of the Wider
Cyprotex Group or the Wider Evotec Group, as the case may be, in
either case, taken as a whole):
(i) require, prevent or delay the divestiture, or materially
alter the terms envisaged for any proposed divestiture by any
member of the Wider Evotec Group or any member of the Wider
Cyprotex Group of all or any portion of their respective
businesses, assets or property or impose any limitation on the
ability of all or any of them to conduct their respective
businesses (or any part thereof) or to own, control or manage any
of their respective assets or properties (or any part thereof);
(ii) require, prevent or delay the divestiture by any member of
the Wider Evotec Group of any shares or other securities in any
member of the Wider Cyprotex Group or the Wider Evotec Group;
(iii) impose any limitation on, or result in a delay in, the
ability of any member of the Wider Evotec Group directly or
indirectly to acquire or to hold or to exercise effectively any
rights of ownership in respect of shares or loans or securities
convertible into shares or any other securities (or the equivalent)
in any member of the Wider Cyprotex Group or the Wider Evotec Group
or to exercise management control over any such member;
(iv) otherwise adversely affect all or any of the business,
assets, profits or prospects of any member of the Wider Evotec
Group or of any member of the Wider Cyprotex Group;
(v) make the Acquisition or its implementation or the
acquisition or proposed acquisition by Evotec or any member of the
Wider Evotec Group of any shares or other securities in, or control
of, Cyprotex void, illegal, and/or unenforceable under the laws of
any jurisdiction, or otherwise, directly or indirectly, restrain,
restrict, prohibit, delay or otherwise interfere with the same, or
impose additional conditions or obligations with respect thereto,
or otherwise challenge or interfere therewith;
(vi) require any member of the Wider Evotec Group or the Wider
Cyprotex Group to offer to acquire any shares or other securities
(or the equivalent) or interest in any member of the Wider Cyprotex
Group or the Wider Evotec Group owned by any Third Party;
(vii) impose any limitation on the ability of any member of the
Wider Evotec Group or any member of the Wider Cyprotex Group to
co-ordinate or integrate its business, or any part of it, with the
businesses of any other member of the Wider Evotec Group or the
Wider Cyprotex Group;
(viii) result in any member of the Wider Evotec Group or any
member of the Wider Cyprotex Group ceasing to be able to carry on
business under any name under which it presently does so, and all
applicable waiting and other time periods (including any extensions
thereof) during which any such anti-trust regulator or Third Party
could institute, implement or threaten any action, proceeding,
suit, investigation, enquiry or reference or any other step under
the laws of any jurisdiction in respect of the Acquisition having
expired, lapsed or been terminated; and
and all applicable waiting and other time period during which
any such Third Party or anti-trust regulator could decide to take,
institute, implement or threaten any action, proceeding, suit,
investigation, enquiry or reference under the laws of any relevant
jurisdiction or enact any such statute, regulation, order or
decision or taking any steps having expired, lapsed or been
terminated.
(C) all notifications, filings or applications which are
necessary or reasonably considered appropriate in connection with
the Acquisition having been made and all statutory or regulatory
obligations in any jurisdiction having been complied with in
connection with the Acquisition or the acquisition by any member of
the Wider Evotec Group of any shares or other securities in, or
control of, Cyprotex and all material authorisations, orders,
recognitions, grants, consents, licences, confirmations,
clearances, permissions and approvals reasonably deemed necessary
or appropriate by Evotec or any member of the Wider Evotec Group
for or in respect of the Acquisition or the proposed acquisition of
any shares or other securities in, or control of, Cyprotex by any
member of the Wider Evotec Group having been obtained in terms and
in a form reasonably satisfactory to Evotec from all appropriate
Third Parties or persons with whom any member of the Wider Cyprotex
Group has entered into contractual arrangements and all such
authorisations, orders, recognitions, grants, consents, licences,
confirmations, clearances, permissions and approvals together with
all authorisations, orders, recognitions, grants, licences,
confirmations, clearances, permissions and approvals necessary or
appropriate to carry on the business of any member of the Wider
Cyprotex Group remaining in full force and effect and all filings
necessary for such purpose have been made and there being no notice
or intimation of any intention to revoke or not to renew any of the
same at the time at which the Acquisition becomes otherwise
unconditional and all necessary statutory or regulatory obligations
In any jurisdiction having been complied with;
(D) except as Fairly Disclosed, no member of the Wider Cyprotex
Group having, since 31 December 2015:
(i) save as between Cyprotex and wholly-owned subsidiaries of
Cyprotex or for Ordinary Shares issued pursuant to the exercise of
options granted under the Cyprotex Share Schemes, issued or agreed
to issue, authorised or proposed the issue of additional shares (or
other securities) of any class;
(ii) save as between Cyprotex and wholly-owned subsidiaries of
Cyprotex or for the grant of options under the Cyprotex Share
Schemes, issued or agreed to issue, authorised or proposed the
issue of securities convertible into shares of any class or rights,
warrants or options to subscribe for, or acquire, any such shares
or convertible securities;
(iii) other than to another member of the Cyprotex Group,
recommended, declared, paid or made or proposed to recommend,
declare, pay or make any bonus, dividend or other distribution
whether payable in cash or otherwise, save for the Cyprotex Interim
Dividend;
(iv) save for intra-Cyprotex Group transactions or pursuant to
the Acquisition, merged or demerged with any body corporate or
acquired or disposed of or transferred, mortgaged or charged or
created any security interest over any assets or any right, title
or interest in any asset (including shares and trade investments)
or authorised or proposed or announced any intention to propose any
merger, demerger, acquisition or disposal, transfer, mortgage,
charge or security interest, in each case, other than in the
ordinary course of business;
(v) save for intra-Cyprotex Group transactions, made or
authorised or proposed or announced an intention to propose any
change in its loan capital;
(vi) issued or agreed to issue, authorised or proposed the issue
of any debentures or, save in the ordinary course of business,
incurred or increased, or agreed to incur or increase, any
indebtedness or become, or agreed to become, subject to any
contingent liability;
(vii) purchased, redeemed or repaid or announced any proposal to
purchase, redeem or repay any of its own shares or other securities
or reduced or, save in respect to the matters mentioned in
sub-paragraph (i) above, made any other change to any part of its
share capital;
(viii) implemented, or authorised, proposed or announced its
intention to implement, any reconstruction, amalgamation, scheme,
commitment or other transaction or arrangement otherwise than in
the ordinary course of business or entered into or changed the
terms of any contract with any director or senior executive;
(ix) entered into or varied or authorised, proposed or announced
its intention to enter into or vary any contract, transaction or
commitment (whether in respect of capital expenditure or otherwise)
which is of a long term, onerous or unusual nature or magnitude or
which is or could be materially restrictive on the businesses of
any member of the Wider Cyprotex Group or the Wider Evotec Group or
which involves or could involve an obligation of such a nature or
magnitude or which is other than in the ordinary course of
business;
(x) (other than in respect of a member which is dormant and was
solvent at the relevant time) taken any corporate action or had any
legal proceedings started or threatened against it for its
winding-up, dissolution or reorganisation or for the appointment of
a receiver, administrative receiver, administrator, trustee or
similar officer of all or any of its assets or revenues or any
analogous proceedings in any jurisdiction or had any such person
appointed;
(xi) entered into any contract, transaction or arrangement which
would be restrictive on the business of any member of the Wider
Cyprotex Group or the Wider Evotec Group other than to a nature and
extent which is normal in the context of the business
concerned;
(xii) waived or compromised any claim otherwise than in the
ordinary course of business;
(xiii) entered into any contract, commitment, arrangement or
agreement otherwise than in the ordinary course of business or
passed any resolution or made any offer (which remains open for
acceptance) with respect to or announced any intention to, or to
propose to, effect any of the transactions, matters or events
referred to in this Condition;
(xiv) made or agreed or consented to any change in any material
respect to:
(1) the terms of the trust deeds constituting the pension
scheme(s) established by any member of the Wider Cyprotex Group for
its directors, employees or their dependents;
(2) the contributions payable to any such scheme(s) or to the
benefits which accrue or to the pensions which are payable
thereunder;
(3) the basis on which qualification for, or accrual or
entitlement to, such benefits or pensions are calculated or
determined; or
(4) the basis upon which the liabilities (including pensions) of
such pension schemes are funded, valued or made;
(xv) save as agreed in writing by Evotec, proposed, agreed to
provide or modified the terms of any share option scheme, incentive
scheme or other benefit relating to the employment or termination
of employment of any person employed by the Wider Cyprotex Group;
or
(xvi) taken (or agreed or proposed to take) any action which
requires, or would require, the consent of the Panel or the
approval of Cyprotex Shareholders in general meeting in accordance
with, or as contemplated by, Rule 21.1 of the Code, and, for the
purposes of paragraphs (iii), (iv), and
(v) of this Condition, the term 'Cyprotex Group' shall mean
Cyprotex and its wholly-owned subsidiaries;
(E) except as Fairly Disclosed, since 31 December 2015:
(i) no adverse change or deterioration having occurred in the
business, assets, financial or trading position or profits or
prospects of any member of the Wider Cyprotex Group which, in any
such case, is material in the context of the Wider Cyprotex Group
taken as a whole and no circumstance having arisen which would or
might reasonably be expected to result in any such adverse change
or deterioration;
(ii) no litigation, arbitration proceedings, prosecution or
other legal proceedings to which any member of the Wider Cyprotex
Group is or may become a party (whether as a plaintiff, defendant
or otherwise) and no investigation by any Third Party against or in
respect of any member of the Wider Cyprotex Group having been
instituted, announced or threatened by or against or remaining
outstanding in respect of any member of the Wider Cyprotex Group
which, in any such case, has had, or might reasonably be expected
to have, a material adverse effect on the Wider Cyprotex Group
taken as a whole;
(iii) no contingent or other liability having arisen or become
apparent to Evotec which has had, or might reasonably be expected
to have, a material adverse effect on the Wider Cyprotex Group
taken as a whole; and
(iv) no steps having been taken and no omissions having been
made which are likely to result in the withdrawal, cancellation,
termination or modification of any licence held by any member of
the Wider Cyprotex Group which is necessary for the proper carrying
on of its business and the withdrawal, cancellation, termination or
modification of which has had, or might reasonably be expected to
have, a material adverse effect on the Wider Cyprotex Group taken
as a whole; and
(F) Evotec not having discovered:
(i) that any financial, business or other information concerning
the Wider Cyprotex Group as contained in the information publicly
disclosed at any time by or on behalf of any member of the Wider
Cyprotex Group or disclosed at any+ time to any member of the Wider
Evotec Group or to any of their advisers by or on behalf of any
member of the Wider Cyprotex Group is misleading, contains a
misrepresentation of fact or omits to state a fact necessary to
make that information not misleading, in each case to an extent
which is material in the context of the Wider Cyprotex Group taken
as a whole;
(ii) that, except as Fairly Disclosed, any member of the Wider
Cyprotex Group or any partnership, company or other entity in which
any member of the Wider Cyprotex Group has a significant economic
interest and which is not a subsidiary undertaking of Cyprotex is
subject to any liability (contingent or otherwise) which, in any
such case, is material in the context of the Wider Cyprotex Group
taken as a whole;
(iii) any information which affects the import of any
information disclosed to Evotec at any time by or on behalf of any
member of the Wider Cyprotex Group and which is material in the
context of the Wider Cyprotex Group taken as a whole;
(iv) that, except as Fairly Disclosed, any past or present
member of the Wider Cyprotex Group has failed to comply with any
and/or all applicable legislation, regulation or other requirement,
of any jurisdiction with regard to the use, treatment, carriage,
disposal, spillage, release, discharge, leak or emission of any
waste or hazardous substance or any substance likely to impair the
environment or harm human health or animal health or otherwise
relating to environmental matters, or that there has otherwise been
any such use, treatment, carriage, disposal, spillage, release,
discharge, leak or emission (whether or not the same constituted a
non-compliance by any person with any such legislation, regulation
or requirement, and wherever the same may have taken place) any of
which use, treatment, carriage, disposal, spillage, release,
discharge, leak or emission would be likely to give rise to any
liability (actual or contingent) on the part of any member of the
Wider Cyprotex Group, which, in any case, is, or which might
reasonably be expected to be, material in the context of the Wider
Cyprotex Group taken as a whole; or
(v) that, except as Fairly Disclosed, there is, or is likely to
be, for any reason whatsoever, any liability
(actual or contingent) of any past or present member of the
Wider Cyprotex Group to make good, repair, reinstate or clean up
any property or any controlled waters now or previously owned,
occupied, operated or made use of or controlled by any such past or
present member of the Wider Cyprotex Group, under any environmental
legislation, regulation, notice, circular or order of any
government, governmental, quasigovernmental, state or local
government, supranational, statutory or other regulatory body,
agency, court, association or any other person or body in any
jurisdiction, which, in any such case, is or might reasonably be
expected to be material in the context of the Wider Cyprotex Group
taken as a whole.
Evotec reserves the right to waive, in whole or in part, all or
any of Conditions above, except for Condition (A) in Part A, which
cannot be waived.
The Conditions in Part B must be fulfilled or waived by, no
later than 11.59 p.m. on the date immediately preceding the date of
the Scheme Court Hearing, failing which the Scheme will lapse.
Evotec shall be under no obligation to waive or treat as satisfied
any of the Conditions in Part B by a date earlier than the latest
date specified above for the fulfilment or waiver thereof,
notwithstanding that the other Conditions of the Scheme and the
Acquisition may at such earlier date have been waived or fulfilled
and that there are at such earlier date no circumstances indicating
that any of such Conditions may not be capable of fulfilment.
If Evotec is required by the Panel to make an offer for Ordinary
Shares under the provisions of Rule 9 of the Code, Evotec may make
such alterations to any of the above Conditions as are necessary to
comply with the provisions of that Rule.
The Acquisition shall lapse (unless otherwise agreed with the
Panel) and the Scheme shall not become effective if:
(i) in so far as the Acquisition or any matter arising from or
relating to the Scheme or the Acquisition constitutes a
concentration with a Community dimension within the scope of the EC
Regulation, the European Commission either initiates proceedings
under Article 6(1)(c) of the EC Regulation or makes a referral to a
competent authority in the United Kingdom under Article 9(1) of the
EC Regulation and there is then a CMA Phase 2 Reference; or
(ii) in so far as the Acquisition or any matter arising from or
relating to the Scheme or the Acquisition does not constitute a
concentration with a Community dimension within the scope of the EC
Regulation, the Scheme or Acquisition or any matter arising from or
relating to the Acquisition becomes subject to a CMA Phase 2
Reference, in either case, before the date of the Court Meeting or
the General Meeting.
In such event, none of Evotec, Cyprotex or Cyprotex Shareholders
will be bound by any term of the Scheme.
Evotec reserves the right to elect (with the consent of the
Panel) to implement the Acquisition by way of a takeover offer (as
defined in Part 28 of the Companies Act). In such event, the
Acquisition will be implemented on the same terms, so far as
applicable, as those which would apply to the Scheme, subject to
appropriate amendments, including (without limitation and subject
to the consent of the Panel) an acceptance condition that is set at
90 per cent. (or such lesser percentage, as Evotec may decide) (i)
in nominal value of the shares to which such offer relates; and
(ii) of the voting rights attached to those shares, and that is
subject to Evotec and/or (with the consent of the Panel) any
members of the Evotec Group having acquired or agreed to acquire,
whether pursuant to the offer or otherwise, shares carrying more
than 50 per cent. of the voting rights normally exercisable at a
general meeting of Cyprotex, including, for this purpose, any such
voting rights attaching to Ordinary Shares that are unconditionally
allotted or issued before the takeover offer becomes or is declared
unconditional as to acceptances, whether pursuant to the exercise
of any outstanding subscription or conversion rights or
otherwise.
The availability of the Acquisition to persons not resident in
the United Kingdom may be affected by the laws of the relevant
jurisdictions. Persons who are not resident in the United Kingdom
should inform themselves about and observe any applicable
requirements.
Under Rule 13.5 of the Code, Evotec may not invoke a condition
to the Acquisition so as to cause the Acquisition not to proceed,
to lapse or to be withdrawn unless the circumstances which give
rise to the right to invoke the condition are of material
significance to Evotec in the context of the Acquisition. The
conditions contained in paragraph (A) of Part A are not subject to
this provision of the Code.
This Acquisition will be governed by English law and be subject
to the jurisdiction of the English courts and to the conditions and
further terms set out in this Appendix 1 and to be set out in the
Scheme Document. The Acquisition will comply with, and be subject
to, the applicable rules and regulations of the FCA, the London
Stock Exchange, the AIM Rules and the Code.
Each of the Conditions shall be regarded as a separate Condition
and shall not be limited by reference to any other Condition.
Part C: Certain further terms of the Scheme and the
Acquisition
The Acquisition will not be made, directly or indirectly, in or
into, or by use of the mails of, or by any means or instrumentality
(including, without limitation, facsimile transmission, telex,
telephone, internet or e-mail) of interstate or foreign commerce
of, or of any facility of a national securities exchange of, any
Restricted Jurisdiction and the Acquisition will not be capable of
acceptance by any such use, means, instrumentality or facility or
from within the any Restricted Jurisdiction.
Ordinary Shares which will be acquired under the Acquisition
will be acquired fully paid and free from all liens, equities,
charges, encumbrances, options, rights of pre-emption and any other
third party rights and interests of any nature and together with
all rights now or hereafter attaching or accruing to them,
including voting rights and the right to receive and retain in full
all dividends and other distributions (if any) declared, made or
paid on or after the date of this announcement.
For the purposes of these Conditions, "Fairly Disclosed" shall
mean any information which has been fairly disclosed: (i) in
Cyprotex's published annual report and accounts for the financial
year ended 31 December 2015 and in its published interim report for
the half year ended 30 June 2016; (ii) in any other announcement to
a Regulatory Information Service by or on behalf of Cyprotex prior
to the publication of this announcement; (iii) in this announcement
or the Scheme Document; or (iv) information that is fairly
disclosed in electronic format or that is fairly disclosed by
virtue of being included within a virtual dataroom made available
by Cyprotex to Evotec and its advisers for the purposes of the
Acquisition.
APPIX 2
SOURCES AND BASES OF CALCULATION
Unless otherwise stated in this announcement:
1. financial information relating to Evotec has been extracted
from the consolidated audited annual report and accounts of Evotec
for the year ended 2015 and the interim results as announced on 10
August 2016;
2. financial information relating to Cyprotex has been extracted
from the audited annual report and accounts of Cyprotex for the
year ended 2015;
3. the value of the fully diluted share capital of Cyprotex is calculated on the basis of:
a. 22,509,042 Ordinary Shares in issue on 25 October 2016 (being
the last business day prior to the publication of this document);
and
b. 3,555,388 unissued Ordinary Shares reserved for issue
pursuant to options and other rights to acquire Ordinary Shares
outstanding under the Cyprotex Share Schemes on 25 October 2016
(being the last business day prior to the publication of this
document) and are, or will be upon the Scheme becoming Effective,
capable of exercise;
4. the aggregate amount of the Cash Consideration is calculated
based upon the number of Ordinary Shares in issue and to be issued
(as described in paragraph 3 above);
5. all share prices for Ordinary Shares are derived from the
information published by the London Stock Exchange; and
6. all share prices quoted for Ordinary Shares are Closing Prices.
APPIX 3
SCHEDULE OF IRREVOCABLE UNDERTAKINGS
The following holders of Ordinary Shares have, on the basis set
out below, given irrevocable undertakings to Evotec to vote (or
procure the vote) in favour of the Scheme and the Court Meeting and
the Resolution to be proposed at the General Meeting.
Cyprotex Directors, connected parties and institutional
shareholders
Evotec has received irrevocable undertakings in relation to the
Acquisition as follows:
Number of % of Ordinary
Ordinary Shares
Shares
Ralph Stephen Harris* 235,514 1.05
Anthony Baxter 155,797 0.69
John Dootson 68,928 0.31
Total 460,239 2.04
*155,514 of the Ordinary Shares are held in IPS SIPP, R. S.
Harris 1193 Execution Only for Mr Harris' benefit. Mr Harris has
the ability to transfer certain Ordinary Shares to his spouse
provided that he procures an irrevocable undertaking from his
spouse in substantially the same form as the irrevocable
undertaking provided by Mr Harris.
Number of % of Ordinary
Ordinary Shares
Shares
Trident Private Equity
Fund III LP 4,100,000 18.21
Oryx International Growth
Fund Limited 2,500,000 11.11
Richard Sneller** 2,320,000 10.31
Marlborough Fund Managers
Limited 1,650,000 7.33
The Alphagen Volantis Catalyst
Fund Limited 556,027 2.47
Harwood Capital LLP (on
behalf of certain discretionary
management clients) 100,000 0.44
Total 11,226,027 49.87
*Christopher Mills is a director and the sole shareholder of
Harwood Capital Management Limited which is a designated corporate
member and the controller of Harwood Capital LLP. He is also a
director and investment manager of Oryx International Growth Fund
Limited. Harwood Capital LLP is the discretionary fund manager for
Trident Private Equity Fund III LP, Oryx International Growth Fund
Limited and two private client accounts (which two private client
accounts hold 100,000 Ordinary Shares in aggregate). Trident
Private Equity Fund III LP is the beneficial owner of 4,100,000
Ordinary Shares and Oryx International Growth Fund Limited is the
beneficial owner of 2,500,000 Ordinary Shares. Mr Mills is not the
registered holder of any Cyprotex Shares.
**980,000 of the Ordinary Shares are held for the benefit of
Heather Sneller.
All of the irrevocable undertakings above:
(i) include undertakings
(A) to vote, or procure the vote, in favour (or to submit, or
procure the submission of, Forms of Proxy voting in favour) of the
Scheme at the Court Meeting and the Resolutions at the Cyprotex
General meeting; and
(B) if Evotec exercises its right to structure the Acquisition
as an Offer, to accept, or procure the acceptance of, such
offer.
(ii) will cease to be binding if the Scheme lapses or is withdrawn;
(iii) will lapse if:
(A) the Press announcement (as defined in the undertakings,
copies of which are published on Cyprotex's website) is not
released by 24 November 2016;
(B) the Scheme, or any resolution to be proposed at the General
Meeting, is not approved by the requisite majority of the
shareholders of the Company at the Court Meeting or at the General
Meeting respectively; or
(C) the Scheme is not otherwise implemented by 31 January
2017;
(iii) other than in case of the undertakings from Trident
Private Equity Fund III LP, Oryx International Growth Fund Limited,
Harwood Capital LLP (on behalf of certain discretionary management
clients) The Alphagen Volantis Catalyst Fund Limited, and the
Directors and their connected parties, will cease to have effect
if, before 3.00 p.m. on 31 January 2017, any third party announces
a firm intention (in accordance with Rule 2.7 of the Code) to make
an offer to acquire all of the equity share capital of the Offeree
(a) which is recommended by the board of the Offeree, (b) the
making of which is not subject to any condition precedent and (c)
which in the opinion of N+1 Singer (but without liability or
responsibility to the Offeror or the party giving the undertaking)
values each ordinary share at more than 10 cent. higher than the
value attributed to such a share pursuant to the Offer; and
(iv) in the case of the undertakings from Trident Private Equity
Fund III LP, Oryx International Growth Fund Limited, and Harwood
Capital LLP (on behalf of certain discretionary management
clients), the undertakings shall cease to be binding if, when the
Press announcement is released, the Scheme values each Ordinary
Share at less than 160 pence per share.
The following holders of Cyprotex Loan Notes have, on the basis
set out below, given irrevocable undertakings to redeem the
entirety of the Cyprotex Loan Notes held by them on the Scheme
becoming Effective.
Registered holder Number of Cyprotex Loan
Notes and associated PIK
notes as at 30 September
2016
Trident Private 6,041,391**
Equity Fund
III LP*
Aurora Nominees 1,606,384***
Limited
Total 7,798,430
All of the irrevocable undertakings above:
(i) will cease to be binding if the Scheme lapses or is withdrawn; and
(ii) will lapse if:
a. the Press announcement (as defined in the undertakings,
copies of which are published on Cyprotex's website) is not
released by 10 November (or such later date (being no later than 24
November 2016) as Evotec and the Company may, with the consent of
the Panel, agree); and
b. the Scheme, or any resolution to be proposed at the General
Meeting, is not approved by the requisite majority of the
shareholders of the Company at the Court Meeting or at the General
Meeting respectively or the Scheme is not otherwise implemented by
31 January 2017.
*Christopher Mills is a director and the sole shareholder of
Harwood Capital Management Limited which is a designated corporate
member and the controller of Harwood Capital LLP. Harwood Capital
LLP is the discretionary fund manager for Trident Private Equity
Fund III LP.
** the 6,041,391 represents 2,556,283 unit number of Redeemable
Notes and 3,485,108 unit number of Convertible Notes together with
associated PIK notes
*** represents Convertible Notes together with associated PIK
notes only
APPIX 4
DEFINITIONS
In this announcement the following words and expressions have
the following meaning, unless the context requires otherwise:
"Acquisition" the proposed acquisition by
Evotec of the entire issued
and to be issued ordinary share
capital of Cyprotex (not already
held by or on behalf of Evotec)
pursuant to this Scheme
"Act" the Companies Act 2006 (as amended
or re-enacted)
"AIM" the AIM Market of the London
Stock Exchange
"AIM Rules" the rules governing the admission
to, and operation of, AIM as
set out in the AIM Rules for
Companies published by the London
Stock Exchange from time to
time
"announcement" the announcement of the Acquisition
dated 26 October 2016 made by
Evotec and Cyprotex
"business day" a day (excluding Saturdays,
Sundays and public holidays)
on which banks are generally
open for business in the City
of London
"Canada" Canada, its possessions, provinces
and territories and all areas
subject to its jurisdiction
or any political subdivision
thereof
"Cash Consideration" the cash consideration due to
a Scheme Shareholder from Evotec
under the Scheme in connection
with the transfer of Scheme
Shares
"certificated" where a share or other security
or in "certificated is not in uncertificated form
form" (that is, not in CREST)
"Closing Price" the closing middle market quotation
of a Cyprotex Share as derived
from the information published
by the London Stock Exchange
"CMA Phase 2 Reference" a reference of the Acquisition
or any part of it to the chair
of the Competition and Markets
Authority for the constitution
of a group under Schedule 4
to the Enterprise and Regulatory
Reform Act 2013
"Code" the Code on Takeovers and Mergers,
issued by the Panel
"Conditions" the conditions to the Acquisition
(including the Scheme) which
are set out in Part III of this
document
"Convertible Notes" GBP4,000,000 fixed rate convertible
loan notes and associated PIK
notes of the Company
"Court" the High Court of Justice in
England and Wales
"Court Meeting" the meeting of the Scheme Shareholders
to be convened pursuant to an
order of the Court under section
896 of the Act and to be held
at the offices of N+1 Singer
Advisory LLP, One Bartholomew
Lane, London EC2N 2AX at 10.30
a.m. on 1 December 2016 for
the purposes of considering
and, if thought fit, approving
the Scheme (with or without
amendment), notice of which
is set out in Part IX of this
document, and any adjournment
of such meeting
"Competition and a UK statutory body established
Markets Authority under the Enterprise and Regulatory
" Reform Act 2013;
"CREST" the relevant system (as defined
in the CREST Regulations) in
respect of which Euroclear is
the Operator (as defined in
the CREST Regulations)
"CREST Manual" the CREST Manual referred to
in agreements entered into by
Euroclear and available at www.euroclear.com/CREST
"CREST payment" has the meaning given in the
CREST Manual
"CREST Proxy Instruction" the appropriate CREST message
to make a proxy appointment
by means of CREST
"CREST Regulations" the Uncertificated Securities
Regulations 2001 (SI 2001 No.
3755)
"CREST sponsor" a CREST participant admitted
to CREST as a CREST sponsor
"Cyprotex" Cyprotex PLC (incorporated in
England and Wales under the
Companies Act 1985 with registered
number 04311107), whose registered
office is at 100 Barbirolli
Square, Manchester, M2 3AB
"Cyprotex Board" the board of directors of Cyprotex
or "Cyprotex Directors" and "Cyprotex Director" means
any member of the Cyprotex Board
"Cyprotex Group" Cyprotex, its subsidiaries,
its holding companies, and the
subsidiaries of its holding
companies and, where the context
so permits, each of them
"Cyprotex Loan GBP3,000,000 fixed rate redeemable
Notes" loan notes and associated PIK
notes and GBP4,000,000 fixed
rate convertible loan notes
and associated PIK notes of
the Company
"Cyprotex Share the Cyprotex PLC 2014 Employee
Schemes" Incentives Scheme and the Cyprotex
PLC Unapproved Discretionary
Share Option Scheme
"Cyprotex Shareholders" holders of Ordinary Shares
"Dealing Disclosure" the announcement concerning
dealings in relevant securities
of any party to the Acquisition
required for the purposes of
Rule 8 of the Code
"Effective" in the context of the Acquisition:
(i) if the Acquisition is implemented
by way of the Scheme, the Scheme
having become effective pursuant
to its terms; or
(ii) if the Acquisition is implemented
by way of an Offer, the Offer
having been declared or become
unconditional in all respects
in accordance with the requirements
of the Code
"Effective Date" the date on which the Scheme
Court Order is delivered to
the Registrar of Companies for
registration and if so ordered
by the Court, registered by
him and, accordingly, the Scheme
becomes effective in accordance
with its terms
"electronic form" as defined in the Code
"Enlarged Group" the combined businesses of the
Evotec Group and the Cyprotex
Group following the completion
of the Acquisition
"Euroclear" Euroclear UK & Ireland Limited,
a company incorporated under
the laws of England and Wales
"Evotec" Evotec AG (incorporated in Hamburg
with registered number HRB 68223),
whose registered office is at
Manfred Eigen Campus, Essener
Bogen 7, 22419, Hamburg, Germany
"Evotec Board" the board of directors of Evotec
or "Evotec Directors" and "Evotec Director" means
any member of the Evotec Board
"Evotec Group" Evotec, its subsidiaries, its
subsidiary undertakings, its
holding companies, and the subsidiaries
of its holding companies and,
where the context so permits,
each of them
"Exchange Act" the US Securities Exchange Act
1934, as amended
"FCA" the UK Financial Conduct Authority
"Forms of Proxy" as the context may require,
either or both of (i) the pink
form of proxy for use at the
Court Meeting, and (ii) the
white form of proxy for use
at the General Meeting, each
of which accompanies the Scheme
Document
"FSMA" the Financial Services and Markets
Act 2000 (as amended)
"General Meeting" the general meeting of Cyprotex
Shareholders to be held at the
offices of N+1 Singer Advisory
LLP, One Bartholomew Lane, London
EC2N 2AX at 11.00 a.m. on 1
December 2016 (or as soon thereafter
as the Court Meeting shall have
been concluded or adjourned)
for the purpose of the Scheme,
notice of which is set out in
Part X of the Scheme Document,
and any adjournment of such
meeting
"IFRS" International Financial Reporting
Standards as adopted by the
European Union
"Japan" Japan, its cities, prefectures,
territories and possessions
and all areas subject to its
jurisdiction or any political
subdivision thereof
"Listing Rules" the listing rules made by the
FCA pursuant to section 73A
of the FSMA
"London Stock Exchange" London Stock Exchange plc
"MCF CF" MCF Limited, a company incorporated
in England and Wales with registered
number 04673347 which is acting
as financial adviser to Evotec
"Meetings" the Court Meeting and the General
Meeting and "Meeting" means
either of them
"members" unless the context otherwise
requires, members of Cyprotex
on the register of members at
any relevant date
"N+1 Singer" Nplus1 Singer Advisory LLP,
a limited liability partnership
incorporated in England and
Wales with registered number
OC364131 which is acting as
nominated adviser (as defined
in the AIM Rules) and financial
adviser to Cyprotex
"Offer" a general offer to be made by
or on behalf of Evotec for the
entire issued and to be issued
share capital of Cyprotex (not
already held by or on behalf
of Evotec) and, where the context
so requires, any revision, extension
or variation thereof
"Offer Period" the period commencing on 1 April
2016 and ending in accordance
with the rules of the Code
"Opening Position the announcement required for
Disclosure" the purposes of Rule 8 of the
Code containing details of interests
or short positions in, or rights
to subscribe for, any relevant
securities of a party to the
Acquisition if the person concerned
has such a position
"Ordinary Shares" the ordinary shares of 1 pence
each in the capital of Cyprotex
"Overseas Shareholders" Scheme Shareholders who are
resident in, ordinarily resident
in, or citizens of, jurisdictions
outside the United Kingdom
"Panel" the UK Panel on Takeovers and
Mergers
"person with information as defined in the Code
rights"
"pounds", "GBP", the lawful currency of the United
"p" or "Sterling" Kingdom
"Redeemable Notes" GBP3,000,000 fixed rate redeemable
loan notes and associated PIK
notes
"Registrar of Companies" the Registrar of Companies for
England and Wales, within the
meaning of the Act
"Regulatory Information any of the services set out
Service" in Appendix 3 to the Listing
Rules
"Resolutions" the special and ordinary resolutions
to be proposed at the General
Meeting
"Restricted Jurisdiction" any jurisdiction where Evotec
is advised that a relevant action
would violate the law and/or
regulations of that jurisdiction
or would result in a requirement
to comply with any other governmental
or other consent or any registration,
filing or other formality which
Evotec, in its absolute discretion,
regards as unduly onerous or
would result in significant
risk or civil, regulatory or
criminal exposure if information
concerning the Acquisition is
sent or made available in that
jurisdiction
"Restricted Overseas a person (including, without
Shareholder" limitation, an individual, partnership,
unincorporated syndicate, limited
liability company, unincorporated
organisation, trust, trustee,
executor, administrator or other
legal representative) in, or
resident in, or any person whom
Evotec reasonably believes to
be in, or resident in, a Restricted
Jurisdiction (or any custodian,
nominee or trustee for such
person)
"Scheme" the scheme of arrangement proposed
to be made under Part 26 of
the Act between Cyprotex and
the Scheme Shareholders to implement
the Acquisition, with or subject
to any modification, addition
or condition approved or imposed
by the Court and agreed by Cyprotex
and Evotec
"Scheme Court Hearing" the hearing of the Court to
sanction the Scheme
"Scheme Court Order" the order of the Court sanctioning
the Scheme under section 899
of the Act
"Scheme Document" the document to be sent by Cyprotex
to the Cyprotex Shareholders,
of which the Scheme forms part
"Scheme Record the time and date specified
Time" in the Scheme Document expected
to be 6.00 p.m. on the Business
Day immediately prior to the
Effective Date
"Scheme Shareholders" holders of Scheme Shares
"Scheme Shares" Ordinary Shares:
(i) in issue at the date of
the Scheme Document;
(ii) issued after the date of
the Scheme Document, but before
the Voting Record Time; and
(iii) issued at or after the
Voting Record Time on terms
that the original or any subsequent
holders are, or shall have agreed
in writing to be, bound by the
Scheme; excluding any Ordinary
Shares registered in the name
of or beneficially owned by
any member of the wider Evotec
Group
"UK" or "United the United Kingdom of Great
Kingdom" Britain and Northern Ireland
"UK GAAP" generally accepted accounting
principles in the United Kingdom
"uncertificated" in respect of a share or other
or in "uncertificated security, where that share or
form" other security is recorded on
the relevant register of the
share or security concerned
as being held in uncertificated
form in CREST and title to which
may be transferred by means
of CREST
"US" or "United the United States of America,
States" its territories and possessions,
any state of the United States
of America and the District
of Columbia and all other areas
subject to its jurisdiction
"Voting Record 6.00 p.m. on 29 November 2016,
Time" being the day which is two business
days before the date of the
Court Meeting or, if such Court
Meeting is adjourned, 6.00 p.m.
on the day which is two days
before the date of such adjourned
meeting
"Wider Evotec Group" Evotec and its subsidiary undertakings,
associated undertakings and
any other undertaking in which
Evotec and/or such undertakings
(aggregating their interests)
have a direct or indirect interest
in 10 per cent. or more of the
equity share capital (as defined
in the Act)
"Wider Cyprotex Cyprotex and its subsidiary
Group" undertakings, associated undertakings
and any other undertaking in
which Cyprotex and/or such undertakings
(aggregating their interests)
have a direct or indirect interest
in 10 per cent. or more of the
equity share capital (as defined
in the Act)
In this announcement, the expressions "subsidiary", "subsidiary
undertaking", "associated undertaking" and "undertaking" have the
meaning given by the Act.
In this announcement, references to the singular include the
plural and vice versa, unless the context otherwise requires.
This information is provided by RNS
The company news service from the London Stock Exchange
END
OFBAKADNDBDKAKB
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October 26, 2016 02:00 ET (06:00 GMT)
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