TIDMOOUT
RNS Number : 8488L
Ocean Outdoor Limited
17 May 2022
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 OF
THAT JURISDICTION
FOR IMMEDIATE RELEASE
17 May 2022
RECOMMED ACQUISITION
OF
OCEAN OUTDOOR LIMITED
BY
ATOLL BIDCO LTD
a wholly-owned subsidiary of Atairos Group, Inc.
to be implemented by statutory merger under the BVI Business
Companies Act, 2004 (as amended from time to time) (the " BVI
Companies Act ") of Atoll Merger Sub Ltd (a wholly-owned subsidiary
of Bidco) with Ocean Outdoor Limited
PUBLICATION OF THE MERGER CIRCULAR
On 3 May 2022, the boards of Ocean and Bidco announced that they
had reached agreement on the terms of a recommended acquisition by
Bidco of all of the issued and to be issued share capital of Ocean
which members of the Bidco Group do not already own (the "
Acquisition "). The Acquisition will be implemented by way of a
statutory merger of Atoll Merger Sub Ltd a wholly-owned BVI
incorporated subsidiary of Bidco (which is a newly incorporated
entity and a wholly-owned indirect subsidiary of Atairos Group,
Inc.) with Ocean under section 170 of the BVI Companies Act.
Defined terms used but not defined in this announcement have the
meaning given to them in the transaction announcement published on
3 May 2022 by Ocean (the " Transaction Announcement ").
Publication and posting of the Merger Circular
The Ocean Board and the Bidco Board are pleased to announce that
the circular in relation to the Acquisition containing, amongst
other things, a letter from the Chair of Ocean, notice convening a
General Meeting of Ocean, an expected timetable of principal
events, and details of the actions to be taken by Ocean
Shareholders (the " Merger Circular "), together with the
associated Forms of Proxy, Forms of Instruction (as applicable) and
Forms of Election (including the Investor Representation Letter),
is today being published and posted to Ocean Shareholders. Ocean
Shareholders will receive the Merger Circular in accordance with
the notice provisions of the articles of association of Ocean.
The General Meeting will be held at 25 Argyll Street, London,
W1F 7TU at 1 p.m. on 13 June 2022. For the convenience of Ocean
Shareholders, we have once again made arrangements to hold this
General Meeting as a "hybrid" meeting allowing Ocean Shareholders
to participate electronically, as permitted by Ocean's articles of
association.
Copies of the Merger Circular, the Merger Implementation
Agreement and the Transaction Announcement will be made available
for inspection at Ocean's UK establishment office address, being 25
Argyll Street, London, W1F 7TU, up until the date of the General
Meeting. A copy of the Merger Circular will also be made available
on Ocean's website at Homepage - Ocean Outdoor Investors .
Information for Ocean Shareholders
Having received the Merger Circular, if you have any questions
in relation to it or the General Meeting, including in relation to
the completion and return of the Form of Proxy, Form of Instruction
or Form of Election (including the Investor Representation Letter),
please call the helpline on (0)370 707 1134 (from within the UK) or
+44 (0)370 707 1134 (from outside of the UK). Lines are open
between 8.30 a.m. and 5.30 p.m. Monday to Friday (excluding public
holidays in England and Wales). Calls to the helpline from outside
the UK will be charged at the applicable international rate.
Different charges may apply to calls from mobile telephones and
calls may be recorded and monitored for security and training
purposes. Please note that the helpline operators cannot provide
advice on the merits of the Merger or the Acquisition, nor give
financial, tax, investment or legal advice.
Timetable
The Merger Circular contains a current expected timetable of
principal events relating to the Acquisition. The dates and times
given are indicative only and are based on Ocean's and Bidco's
current expectations and may be subject to change. If any of the
dates and/or times in this expected timetable change, the revised
dates and/or times will be notified to Ocean Shareholders by
announcement through a Regulatory Information Service, with such
announcement being available on Ocean's website at Regulatory News
& Alerts - Ocean Outdoor Investors .
It is intended that following the Merger becoming Effective, the
London Stock Exchange will be requested to cancel admission to
trading of Ocean Shares on the London Stock Exchange. Such
cancellation is expected to take effect shortly after the Effective
Date. Share certificates in respect of the Ocean Shares will cease
to be valid from the Effective Date. Ocean Shareholders are free to
retain them for their records, or alternatively can destroy them
following the Effective Date.
All references in this announcement to times are to times in
London, unless otherwise stated.
Enquiries:
For further information contact:
Ocean Outdoor
Tim Bleakley, CEO 020 7292 6161
Susann Jerry, Head of Corporate
Communications
Yellow Jersey PR
Charles Goodwin 0774 778 8221
Annabel Atkins
Important Notices
Barclays acting through its investment bank, which is authorised
by the PRA and regulated in the United Kingdom by the FCA and the
PRA, is acting exclusively for Ocean and no one else in connection
with the matters set out in this announcement and will not be
responsible to anyone other than Ocean for providing the
protections afforded to clients of Barclays nor for providing
advice in relation to the matters referred to in this
announcement.
LionTree, which is authorised and regulated in the United
Kingdom by the FCA, is acting exclusively as financial adviser to
Ocean and no one else in connection with the matters set out in
this announcement and will not be responsible to anyone other than
Ocean for providing the protections afforded to clients of LionTree
nor for providing advice in relation to the matters set out in this
announcement. Neither LionTree 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 LionTree in
connection with this announcement, any statement contained herein
or otherwise.
Lazard, which is authorised and regulated in the United Kingdom
by the FCA, is acting exclusively as financial adviser to Atairos
and Bidco and no one else in connection with the matters set out in
this announcement and will not be responsible to anyone other than
Atairos and Bidco for providing the protections afforded to clients
of Lazard nor for providing advice in relation to the matters set
out in this announcement. Neither Lazard 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 Lazard
in connection with this announcement, any statement contained
herein or otherwise.
Overseas jurisdictions
The release, publication or distribution of this announcement in
or into 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 legal or
regulatory requirements. Failure to comply with any such
restrictions may constitute a violation of the securities laws of
any such jurisdiction. Persons in the United States should review
"Additional information for US investors in Ocean" below.
In particular, the ability of persons who are not resident in
the BVI or the United Kingdom to vote their Ocean Shares with
respect to the Merger at the General Meeting, or to appoint another
person as proxy to vote at the General Meeting on their behalf, may
be affected by the laws of the relevant jurisdictions in which they
are located. 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 purpose
of complying with the relevant procedural requirements of the Ocean
Articles, BVI law and UK MAR 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 the BVI or the United Kingdom.
Copies of this announcement 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 the
announcement (including custodians, nominees and trustees) must not
mail or otherwise forward, distribute or send in, into or from any
Restricted Jurisdiction. Doing so may render invalid any related
purported vote in respect of the Merger.
Additional information for US investors in Ocean
The Acquisition relates to the securities of BVI, UK and Cayman
companies and is proposed to be made by means of a merger provided
for under, and governed by, BVI law. This announcement has been
prepared, in accordance with BVI law, the BVI Companies Act and BVI
disclosure requirements applicable to statutory mergers, and the
Alternative Offer Arrangements have been prepared in accordance
with English law, the format and style of which differ from those
in the United States. The Acquisition is not subject to the proxy
solicitation rules under the US Exchange Act or any US state
corporate law relating to mergers or business combinations.
Accordingly, the Acquisition is subject to the procedural and
disclosure requirements of, and practices applicable in, the BVI
and England and Wales, which differ from the disclosure
requirements of the US proxy solicitation rules and US state law
and practice.
None of the Topco Securities, the Bidco Rollover Securities, the
Debtco Rollover Securities and the Midco Rollover Securities, each
to be issued pursuant to the terms of the Acquisition have been, or
will be, registered under the US Securities Act or under any laws
or with any securities regulatory authority of any state, district
or other jurisdiction, of the United States, and may only be
offered or sold pursuant to an exemption from, or in a transaction
not subject to, the registration requirements of the US Securities
Act and in compliance with any applicable state and other
securities laws. There will be no public offer of any securities in
the United States. This announcement does not constitute an offer
to sell or solicitation of an offer to buy any of the Ocean Shares
in the United States.
Subject to certain limited exceptions, the Alternative Offer is
only available to Ocean Shareholders which certify to being either:
(i) both a Qualified Institutional Buyer and an Accredited
Investor, or (ii) outside the United States.
Neither the U.S. Securities and Exchange Commission (the "SEC")
nor any US state securities commission has approved or disapproved
of the Topco Securities, the Bidco Rollover Securities, the Debtco
Rollover Securities or the Midco Rollover Securities to be issued
in connection with the Acquisition, or determined if this
announcement is accurate or complete. Any representation to the
contrary is a criminal offence in the United States.
The Topco Securities, the Bidco Rollover Securities, the Debtco
Rollover Securities and the Midco Rollover Securities have not been
and will not be listed on a U.S. securities exchange or quoted on
any inter-dealer quotation system in the United States. Neither
Topco nor Bidco nor Ocean intends to take any action to facilitate
a market in the Topco Securities in the United States.
Financial statements, and all financial information that is
included in the Transaction Announcement, this announcement or any
other announcements relating to the Acquisition, have been or will
be prepared in accordance with International Financial Reporting
Standards or other reporting standards or accounting practice which
may not be comparable to financial statements of companies in the
United States or other companies whose financial statements are
prepared in accordance with generally accepted accounting
principles in the United States (US GAAP).
The receipt of cash or securities by Ocean Shareholders in the
United States (each, a "US Holder") as consideration for the
transfer or cancellation, as the case may be, of such person's
Ocean Shares pursuant to terms of the Acquisition may be a taxable
transaction for US federal income tax purposes and under applicable
US state and local, as well as foreign and other, tax laws. Each US
Holder is urged to consult its independent professional adviser
immediately regarding the tax consequences of the Acquisition
applicable to them.
Each of Ocean, Bidco and Merger Sub are incorporated and
existing under the laws of the BVI. Topco is incorporated and
existing under the laws of the Cayman Islands. Midco and Debtco are
incorporated and existing under the laws of the United Kingdom. It
may be difficult for US Holders to enforce their rights and claims
arising out of the US federal securities laws, since Ocean, Topco,
Midco, Debtco, Bidco and Merger Sub are located in countries other
than the United States, and the majority or all of their officers
and directors are residents of non-US jurisdictions. 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. Although there is no
statutory enforcement in the BVI of judgments obtained in the
courts of the United States, the courts of the BVI will recognise
such a foreign judgment and treat it as a cause of action in itself
which may be sued upon as a debt at common law so that no retrial
of the issues would be necessary if fresh proceedings are brought
in the BVI to enforce that judgment, provided however that such
judgment: (i) is not in respect of penalties, fines, taxes or
similar fiscal or revenue obligations of the relevant BVI company;
(ii) is final and for a liquidated sum; (iii) was not obtained in a
fraudulent manner; (iv) is not of a kind the enforcement of which
is contrary to the public policy in the BVI; (v) is not contrary to
the principles of natural justice; and (vi) provided that the
courts of the relevant US State had jurisdiction in the matter and
the relevant BVI company either submitted to such jurisdiction or
was resident or carrying on business within such jurisdiction and
was duly served with process. Non-money judgments from a foreign
court are not directly enforceable in the BVI. However, it is
possible for a non-money judgment from a foreign court to be
indirectly enforced by means of a claimant bringing an identical
action in the courts of the BVI in respect of which a non-money
judgment has been made by a foreign court. In appropriate
circumstances, the courts of the BVI may give effect to issues and
causes of action determined by the foreign court, such that those
matters need not be retried. Although there is no statutory
enforcement in the Cayman Islands of judgments or orders obtained
in foreign courts, the courts of the Cayman Islands will recognise
and enforce a foreign judgment or order, without re-examination or
re-litigation of the matters adjudicated upon, if the judgment or
order: (i) is given by a foreign court of competent jurisdiction;
(ii) is final and conclusive; (iii) is not in respect of a tax,
fine or other penalty; (iv) was not obtained by fraud; and (v) is
not of a kind, the enforcement of which is contrary to public
policy in the Cayman Islands. The courts of the Cayman Islands will
apply the rules of Cayman Islands private international law to
determine whether the foreign court is a court of competent
jurisdiction. Subject to these limitations, the courts of the
Cayman Islands will recognise and enforce a foreign judgment for a
liquidated sum and may also give effect in the Cayman Islands to
other kinds of foreign judgments, such as declaratory orders,
orders for performance of contracts and injunctions.
Application of the Code
Ocean is a company incorporated and existing in the BVI and, as
such, is not subject to the jurisdiction of the UK Takeover Panel
or the Code. It will not, therefore, receive the benefit of the
takeover offer protections provided by the Code.
As the UK Takeover Panel does not have responsibility for
ensuring compliance with the Code in respect of the Acquisition, it
will not be able to answer Ocean Shareholders' queries in relation
to Ocean, Bidco, Merger Sub or the Acquisition.
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END
CIRBKOBKOBKDCPD
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May 17, 2022 13:12 ET (17:12 GMT)
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