TIDMERGO
RNS Number : 2483T
Ergomed plc
13 November 2023
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR
INDIRECTLY, IN WHOLE OR IN PART IN, INTO OR FROM ANY JURISDICTION
WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR
REGULATIONS OF THAT JURISDICTION.
For immediate release
13 November 2023
Recommended cash acquisition
of
Ergomed plc
By
Eden AcquisitionCo Limited
(a newly incorporated company controlled and indirectly wholly
owned by funds advised by Permira Advisers LLP)
Scheme of Arrangement (the "Scheme") becomes Effective
On 4 September 2023, the boards of directors of Eden
AcquisitionCo Limited ("Bidco") and Ergomed plc ("Ergomed" or the
"Company") announced that they had reached an agreement on the
terms of a recommended cash acquisition by Bidco for the entire
issued and to be issued ordinary share capital of Ergomed (the
"Acquisition"). The Boards of Ergomed and Bidco are pleased to
announce that, further to the joint announcement by Ergomed and
Bidco on 9 November 2023 that the Court had sanctioned the Scheme,
the Court Order has been delivered to the Registrar of Companies
today and accordingly the Scheme has now become effective in
accordance with its terms and Ergomed is now a wholly owned
subsidiary of Bidco.
Ergomed published a circular in relation to the Scheme dated 22
September 2023 (the "Scheme Document"). Defined terms used but not
defined in this announcement have the meanings set out in the
Scheme Document. All references to times in this announcement are
to London time.
As previously advised, trading in Ergomed Shares on AIM was
suspended with effect from 7.30 a.m. this morning, 13 November
2023. An application has been made to the London Stock Exchange in
relation to the cancellation of the admission to trading of Ergomed
Shares on AIM, which is expected to take place at 7.00 a.m. on 14
November 2023. As a result of the Scheme having become effective,
share certificates in respect of Ergomed Shares will cease to be
valid documents of title and entitlements to Ergomed Shares held in
uncertificated form in CREST are being cancelled.
Under the terms of the Scheme, a Scheme Shareholder on the
register of members of Ergomed at the Scheme Record Time, being
6.00 p.m. on 10 November 2023, will be entitled to receive 1,350
pence for each Scheme Share held, unless such Scheme Shareholder
has elected for the Partial Securities Alternative, in which case
he/she will receive 451 pence in cash and 1.0 Topco Unit for each
Scheme Share held.
Partial Share Alternative
As set out in the Scheme Document, any fractional entitlements
of an Ergomed Shareholder to Topco B Ordinary Shares and Topco B
Preference Shares under the Partial Securities Alternative will be
rounded down to the nearest whole number of Topco B Ordinary Shares
and Topco B Preference Shares per Ergomed Shareholder. Fractional
entitlements to Topco B Ordinary Shares and Topco B Preference
Shares will not be allotted or issued to such Ergomed Shareholder
but will be disregarded.
Settlement
Settlement of the cash consideration to which any Scheme
Shareholder is entitled will be effected by way of the despatch of
cheques or the crediting of CREST accounts (for Ergomed
Shareholders holding Scheme Shares in certificated form and in
uncertificated form respectively) as soon as practicable. The
latest date for despatch of cheques and settlement of the cash
consideration in relation to the Acquisition through CREST is 27
November 2023.
Certi cates for the Topco Units will be despatched by rst class
post (or by international post or airmail, if overseas) within 14
days of the Effective Date to the relevant Scheme Shareholders at
the address appearing in the Ergomed register of members at the
Scheme Record Time.
Resignation of Non-Executive Directors
Additionally, as a result of the Scheme becoming effective, John
Dawson, Mark Enyedy, Llew Keltner and Anne Whitaker have resigned
as Non-Executive Directors of Ergomed.
The Company is no longer in an "Offer Period" as defined in the
Code and accordingly the dealing disclosure requirements previously
notified to investors no longer apply.
Enquiries:
Ergomed +44 (0) 1483 307 920
Miroslav Reljanović (Executive Chairman)
Jonathan Curtain (Chief Financial Officer)
Keith Byrne (Senior Vice President, Capital Markets and
Strategy)
Jefferies (Joint Financial Adviser to Ergomed) +44 (0) 20 7029
8000
Michael Gerardi
Matthew Miller
Paul Bundred
James Umbers
Deutsche Numis (Joint Financial Adviser, Nominated adviser and
Joint Broker to Ergomed) +44 (0) 20 7260 1000
Freddie Barnfield
Stuart Ord
Alexander Kladov
Euan Brown
Peel Hunt (Joint Broker to Ergomed) +44 (0) 20 7418 8900
James Steel
John Welch
Dr Christopher Golden
Consilium Strategic Communications (PR adviser to Ergomed) +44
(0) 20 3709 5700
Chris Gardner
Matthew Neal
Rothschild & Co (financial adviser to Bidco and Permira) +44
(0) 20 7280 5000
Julian Hudson
Aashis Mehta
Andrew Davison
Headland Consultancy Limited (PR adviser to Permira) +44 (0) 20
3805 4822
Lucy Legh
Rob Walker
Charlie Twigg
Further information
This announcement is not intended to and does not constitute, or
form part of, an offer, invitation or the solicitation of an offer
to purchase, otherwise acquire, subscribe for, sell or otherwise
dispose of any securities, or the solicitation of any vote or
approval in any jurisdiction, pursuant to the Acquisition or
otherwise, nor shall there be any sale, issuance or transfer of
securities of Ergomed in any jurisdiction in contravention of
applicable law. The Acquisition will be made solely by means of the
Scheme Document (or, if the Acquisition is implemented by way of a
Takeover Offer, any document by which the Takeover Offer is made),
which will contain the full terms and conditions of the Acquisition
including details of how to vote in respect of the Acquisition. Any
vote in respect of the Scheme or other response in relation to the
Acquisition should be made only on the basis on the information
contained in the Scheme Document.
Please be aware that addresses, electronic addresses and certain
other information provided by Ergomed Shareholders, persons with
information rights and other relevant persons for the receipt of
communications from Ergomed may be provided to Bidco during the
Offer Period as required under Section 4 of Appendix 4 of the Code
to comply with Rule 2.11(c).
N.M. Rothschild & Sons Limited ("Rothschild & Co"),
which is authorised and regulated by the Financial Conduct
Authority in the United Kingdom, is acting exclusively for Bidco
and Permira and for no--one else in connection with the Acquisition
and will not regard any other person as its client in relation to
the Acquisition and will not be responsible to anyone other than
Bidco and Permira for providing the protections afforded to clients
of Rothschild & Co, nor for providing advice in relation to any
matter referred to in this announcement.
Jefferies International Limited ("Jefferies"), which is
authorised and regulated by the Financial Conduct Authority in the
United Kingdom, is acting exclusively for Ergomed and no one else
in connection with the matters set out in this announcement and
will not regard any other person as its client in relation to the
matters in this announcement and will not be responsible to anyone
other than Ergomed for providing the protections afforded to
clients of Jefferies nor for providing advice in relation to any
matter referred to in this announcement or any transaction or
arrangement referred to herein. Neither Jefferies nor any of its
affiliates owes or accepts any duty, liability or responsibility
whatsoever (whether direct or indirect, whether in contract, in
tort, under statute or otherwise) to any person who is not a client
of Jefferies in connection with this announcement, any statement
contained herein, any transaction or arrangement referred to
herein, or otherwise.
Numis Securities Limited ("Deutsche Numis") which is authorised
and regulated by the Financial Conduct Authority in the United
Kingdom, is acting exclusively for Ergomed and no one else in
connection with the matters set out in this announcement and will
not regard any other person as its client in relation to the
matters in this announcement and will not be responsible to anyone
other than Ergomed for providing the protections afforded to
clients of Deutsche Numis nor for providing advice in relation to
any matter referred to in this announcement or any transaction or
arrangement referred to herein. Deutsche Numis is not responsible
for the contents of this announcement. Neither Deutsche Numis nor
any of its affiliates owes or accepts any duty, liability or
responsibility whatsoever (whether direct or indirect, whether in
contract, in tort, under statute or otherwise) to any person who is
not a client of Deutsche Numis in connection with this
announcement, any statement contained herein, any transaction or
arrangement referred to herein, or otherwise.
Peel Hunt LLP ("Peel Hunt") which is authorised and regulated by
the Financial Conduct Authority in the United Kingdom, is acting
exclusively for Ergomed and no one else in connection with the
matters set out in this announcement and will not regard any other
person as its client in relation to the matters in this
announcement and will not be responsible to anyone other than
Ergomed for providing the protections afforded to clients of Peel
Hunt nor for providing advice in relation to any matter referred to
in this announcement or any transaction or arrangement referred to
herein. Peel Hunt is not responsible for the contents of this
announcement. Neither Peel Hunt nor any of its affiliates owes or
accepts any duty, liability or responsibility whatsoever (whether
direct or indirect, whether in contract, in tort, under statute or
otherwise) to any person who is not a client of Peel Hunt in
connection with this announcement, any statement contained herein,
any transaction or arrangement referred to herein, or
otherwise.
Overseas jurisdictions
The release, publication or distribution of this announcement in
or into jurisdictions other than the UK or the United States may be
restricted by law and therefore any persons who are subject to the
law of any jurisdiction other than the UK or the United States
should inform themselves about, and observe, any applicable legal
or regulatory requirements. Any failure to comply with the
applicable restrictions may constitute a violation of the
securities laws of any such jurisdiction. To the fullest extent
permitted by applicable law, the companies and persons involved in
the Acquisition disclaim any responsibility or liability for the
violation of such restrictions by any person. This announcement has
been prepared for the purposes 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 of
England.
Copies of this announcement and formal documentation relating to
the Acquisition will not be and must not be, mailed or otherwise
forwarded, distributed or sent in, into or from any Restricted
Jurisdiction or any jurisdiction where to do so would violate the
laws of that jurisdiction and persons receiving such documents
(including custodians, nominees and trustees) must not mail or
otherwise forward, distribute or send them in or into or from any
Restricted Jurisdiction. Doing so may render invalid any related
purported vote in respect of the Acquisition. If the Acquisition is
implemented by way of Takeover Offer (unless otherwise permitted by
applicable law or regulation), the Takeover Offer may not be made,
directly or indirectly, in or into or by use of the mails or any
other means or instrumentality (including, without limitation,
facsimile, email or other electronic transmission, telex or
telephone) of interstate or foreign commerce of, or any facility of
a national, state or other securities exchange of any Restricted
Jurisdiction and the Takeover Offer will not be capable of
acceptance by any such use, means, instrumentality or facilities or
from within any Restricted Jurisdiction.
Further details in relation to Overseas Shareholders are
contained in the Scheme Document.
Additional information for US investors
The Acquisition is being made to acquire the securities of an
English company by means of a scheme of arrangement provided for
under English law. A transaction effected by means of a scheme of
arrangement is not subject to the tender offer rules under the US
Exchange Act. Accordingly, the Scheme will be subject to disclosure
requirements and practices applicable in the UK to schemes of
arrangement, which are different from the disclosure requirements
of the US tender offer rules. The financial information included in
this announcement and the Scheme documentation has been or will
have been prepared in accordance with UK-adopted International
Financial Reporting Standards and thus may not be comparable to
financial information of US companies or companies whose financial
statements are prepared in accordance with generally accepted
accounting principles in the US. If Bidco exercises its right to
implement the acquisition of the Ergomed Shares by way of a
Takeover Offer, such offer will be made in compliance with
applicable US laws and regulations.
The receipt of cash pursuant to the Acquisition by a US holder
as consideration for the transfer of its Scheme Shares pursuant to
the Scheme will likely be a taxable transaction for United States
federal income tax purposes and under applicable United States
state and local, as well as foreign and other, tax laws. Each
Ergomed Shareholder is urged to consult his independent
professional adviser immediately regarding the tax consequences of
the Acquisition applicable to them.
The Bidco loan notes and the Topco Units issued under the
Partial Securities Alternative will not be registered under the US
Securities Act of 1933 (the "Securities Act"). Bidco expects to
issue the Bidco loan notes and Topco expects to issue the Topco
Units in reliance upon the exemption from the registration
requirements of the Securities Act provided by Section 3(a)(10)
thereof. ("Section 3(a)(10)"). Section 3(a)(10) exempts securities
issued in specified exchange transactions from the registration
requirement under the Securities Act where, among other things, the
fairness of the terms and conditions of the issuance and exchange
of such securities have been approved by a court or governmental
authority expressly authorised by law to grant such approval, after
a hearing upon the fairness of the terms and conditions of the
exchange at which all persons to whom the Bidco loan notes or Topco
Units are proposed to be issued have the right to appear; and
receive adequate and timely notice thereof.
The Bidco loan notes and the Topco Units that may be issued
pursuant to the Acquisition have not been and will not be
registered under the US Securities Act or under the relevant
securities laws of any state or territory or other jurisdiction of
the United States and will not be listed on any stock exchange.
Neither the US Securities and Exchange Commission nor any US state
securities commission has approved or disapproved of the Partial
Securities Alternative or determined if the Scheme Document is
accurate or complete. Any representation to the contrary is a
criminal offence.
It may be difficult for US holders to enforce their rights and
claims arising out of the US federal securities laws, since Bidco
and Ergomed are located in countries other than the US, and some or
all of their officers and directors may be residents of countries
other than the US. US holders may not be able to sue a non-US
company or its officers or directors in a non-US court for
violations of US securities laws. Further, it may be difficult to
compel a non-US company and its affiliates to subject themselves to
a US court's judgement.
In accordance with normal UK practice and pursuant to Rule
14e-5(b) of the US Exchange Act, Bidco or its nominees, or its
brokers (acting as agents), may from time to time make certain
purchases of, or arrangements to purchase, Ergomed Shares outside
the United States, other than pursuant to the Takeover Offer (in
the event that the Acquisition is implemented by way of a Takeover
Offer), before or during the period in which the Takeover Offer
remains open for acceptance. These purchases may occur either in
the open market at prevailing prices or in private transactions at
negotiated prices. Any information about such purchases will be
disclosed as required in the UK, will be reported to a Regulatory
Information Service and will be available on the London Stock
Exchange website, www.londonstockexchange.com.
Forward looking statements
This announcement (including information incorporated by
reference in this announcement), oral statements made regarding the
Acquisition, and other information published by Bidco and Ergomed
contain statements which are, or may be deemed to be,
"forward-looking statements". Forward-looking statements are
prospective in nature and are not based on historical facts, but
rather on current expectations and projections of the management of
Bidco and Ergomed about future events, and are therefore subject to
risks and uncertainties which could cause actual results to differ
materially from the future results expressed or implied by the
forward-looking statements. The forward-looking statements
contained in this announcement include statements relating to the
expected effects of the Acquisition on Bidco and Ergomed, the
expected timing and scope of the Acquisition and other statements
other than historical facts. Often, but not always, forward-looking
statements can be identified by the use of forward-looking words
such as "plans", "expects" or "does not expect", "is expected", "is
subject to", "budget", "scheduled", "estimates", "forecasts",
"intends", "anticipates" or "does not anticipate", or "believes",
or variations of such words and phrases or statements that certain
actions, events or results "may", "could", "should", "would",
"might" or "will" be taken, occur or be achieved. Although Bidco
and Ergomed believe that the expectations reflected in such
forward-looking statements are reasonable, Bidco and Ergomed can
give no assurance that such expectations will prove to be correct.
By their nature, forward-looking statements involve risk and
uncertainty because they relate to events and depend on
circumstances that will occur in the future. There are a number of
factors that could cause actual results and developments to differ
materially from those expressed or implied by such forward-looking
statements. These factors include the satisfaction of the
Conditions, as well as additional factors, such as: the general
economic climate; competition; interest rate levels; loss of key
personnel; the availability of financing on acceptable terms; and
changes in the legal or regulatory environment. Other unknown or
unpredictable
factors could cause actual results to differ materially from
those in the forward-looking statements. Such forward-looking
statements should therefore be construed in the light of such
factors. Neither Bidco, Permira nor Ergomed, nor any of their
respective associates or directors, officers or advisers, provides
any representation, assurance or guarantee that the occurrence of
the events expressed or implied in any forward-looking statements
in this announcement will actually occur. You are cautioned not to
place undue reliance on these forward-looking statements. Other
than in accordance with their legal or regulatory obligations,
neither Bidco nor Ergomed is under any obligation, and Bidco and
Ergomed expressly disclaim any intention or obligation, to update
or revise any forward-looking statements, whether as a result of
new information, future events or otherwise.
Publication on website and hard copies
A copy of this announcement and the documents required to be
published by Rule 26 of the Code will be made available, subject to
certain restrictions relating to persons resident in Restricted
Jurisdictions, on Bidco's website at
permira.com/news-and-insights/news/permira-offer-for-ergomed and
Ergomed's website at www.ergomedplc.com. For the avoidance of
doubt, the contents of those websites are not incorporated into and
do not form part of this announcement.
Ergomed Shareholders may request a hard copy of this
announcement by contacting Share Registrars Limited during business
hours on +44 (0) 1252 821390 or by submitting a request in writing
to Share Registrars Limited at 3 The Millennium Centre, Crosby Way,
Farnham, Surrey, GU9 7XX. If you have received this announcement in
electronic form, copies of this announcement and any document or
information incorporated by reference into this document will not
be provided unless such a request is made.
Rounding
Certain figures included in this announcement have been
subjected to rounding adjustments. Accordingly, figures shown for
the same category presented in different tables may vary slightly
and figures shown as totals in certain tables may not be an
arithmetic aggregation of the figures that precede them.
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END
SOABJBMTMTJBBJJ
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