NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, 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
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
FOR IMMEDIATE RELEASE
22 January 2020
Recommended Cash Offer
Consort Medical plc
Recipharm Holdings Limited
a directly wholly-owned subsidiary of Recipharm AB
Acquisition of Consort Shares representing approximately 10.1 per cent. of the existing ordinary share capital of Consort Medical plc ("Consort")
On 6 December 2019, Recipharm Holdings Limited ("Recipharm") published an offer document (the "Offer Document") setting out the full terms and conditions of its recommended cash offer to acquire the entire issued and to be issued share capital of Consort.
Acquisition of Shares
Recipharm announces that it has this morning acquired 4,881,437 Consort Shares, representing 9.9 per cent. of the existing issued share capital of Consort Medical, at 1,010 pence per share and a further 118,563 Consort Shares, representing 0.2 per cent. of the existing issued share capital of Consort Medical at 1,000 pence per share (the "Share Acquisition").
Recipharm confirms that it will make a dealing disclosure with respect to the Share Acquisition, setting out the details required to the disclosed under Rule 8.1(b) of the Takeover Code, by no later than 12 noon (London time) tomorrow, 23 January 2020.
Recipharm's Offer remains open for acceptances until 1.00 pm (London time) tomorrow, 23 January 2020, and Consort Shareholders are encouraged to submit their acceptances without delay.
Actions to be taken
Consort Shareholders who have not yet accepted the Offer are urged to do so as soon as possible and by the following deadlines:
· If you hold your Consort Shares, or any of them, in certificated form (that is, not in CREST), you should complete and return a Form of Acceptance as soon as possible and in any event so as to be received by the Receiving Agent, Computershare, by no later than 1.00 p.m. (London time) on 23 January 2020.
· If you hold your Consort Shares, or any of them, in uncertificated form (that is, in CREST) you should follow the procedure for Electronic Acceptance through CREST so that the TTE instruction settles as soon as possible and in any event by no later than 1.00 p.m. (London time) on 23 January 2020. If you hold your Consort Shares as a CREST sponsored member, you should refer to your CREST sponsor as only your CREST sponsor will be able to send the necessary TTE instruction to Euroclear.
Full details on how to accept the Offer are set out in the Offer Document and, in respect of Consort Shares in certificated form, in the Form of Acceptance. The Offer Document is available, subject to certain restrictions relating to persons resident in a Restricted Jurisdiction, on Recipharm's website (www.recipharm.com/investor-relations) and Consort's website (www.consortmedical.com/investor-centre/).
Consort Shareholders with any questions relating to this announcement or the completion and return of the Form of Acceptance or the making of an Electronic Acceptance (as the case may be) should contact the Receiving Agent, Computershare, between 9.00 a.m. and 5.00 p.m. Monday to Friday (except UK public holidays) on 0370 702 0000 from within the United Kingdom (or +44 370 702 0000 if calling from outside the United Kingdom). Calls may be recorded and randomly monitored for security and training purposes. The helpline cannot provide advice on the merits of the Offer nor give any financial, legal or tax advice.
The percentages of Consort Shares referred to in this announcement are based on a figure of 49,364,234 Consort Shares in issue on 20 January 2020.
Unless otherwise stated, the terms used in this announcement have the same meanings as given to them in the Offer Document.
The person responsible for making this notification is Tobias Hägglöv, Chief Financial Officer of Recipharm AB.
This information is information that Recipharm AB (publ) is obliged to make public pursuant to the EU Market Abuse Regulation. The information was submitted for publication, through the agency of the contact persons set out above at 13:55 CET on 22 January, 2020.
This announcement is for information purposes only and is not intended to and does not constitute or form part of, any 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 Offer or otherwise nor shall there be any sale, issuance or transfer of securities of Consort in any jurisdiction in contravention of applicable law.
The Offer is being implemented solely by means of the Offer Document and, in respect of Consort Shares held in certificated form, the Form of Acceptance accompanying the Offer Document, which contains the full terms and conditions of the Offer including details of how to accept the Offer. Any approval, acceptance, decision or other response to the Offer should be made only on the basis of information in the Offer Document, and in respect of Consort Shares held in certificated form, the Form of Acceptance. Consort Shareholders are strongly advised to read the formal documentation in relation to the Offer and each Consort Shareholder is urged to consult its independent professional adviser immediately regarding the tax consequences to it (or its beneficial owners) of the Offer.
This announcement has been prepared in accordance with English law, the Takeover Code, the Market Abuse Regulation and the Disclosure Guidance and Transparency Rules and information disclosed may not be the same as that which would have been prepared in accordance with the laws of jurisdictions outside England. The statements contained in this announcement are made as at the date of this announcement, unless some other time is specified in relation to them, and there shall be no implication that there has been no change in the facts set forth in this announcement since such date.
The Offer is subject to the applicable rules and regulations of the FCA, the London Stock Exchange and the Takeover Code.
The release, publication or distribution of this announcement in jurisdictions other than the United Kingdom and the availability of the Offer to Consort Shareholders who are not resident in the United Kingdom may be affected by the laws of relevant jurisdictions. Therefore any persons who are subject to the laws of any jurisdiction other than the United Kingdom or Consort Shareholders who are not resident in the United Kingdom will need to inform themselves about, and observe, any applicable legal or regulatory requirements. Any failure to comply with such requirements 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 Offer disclaim any responsibility or liability for the violation of such restriction by any person.
Unless otherwise determined by Consort or required by the Takeover Code and permitted by applicable law and regulation, the Offer is not being, and will not be, made available, directly or indirectly, in or into or by the use of the mails of, or by any other means or instrumentality (including, without limitation, by mail, telephonically or electronically by way of internet, facsimile, telex or otherwise) of interstate or foreign commerce of, or any facilities of a national state or other securities exchange of any Restricted Jurisdiction, and the Offer will not be capable of acceptance by any such use, means, instrumentality or otherwise or from within any Restricted Jurisdiction.
Accordingly, unless otherwise determined by Recipharm or required by the Takeover Code and permitted by applicable law and regulation, copies of this announcement and formal documents relating to the Offer will not be, and must not be, directly or indirectly, mailed, transmitted or otherwise forwarded, distributed or sent in, into or from any Restricted Jurisdiction and persons receiving this announcement (including, without limitation, agents, custodians, nominees and trustees) must not, directly or indirectly, mail or otherwise forward, distribute or send it in, into or from such jurisdiction. Any person (including, without limitation, any agent, custodian, nominee and trustee) who would, or otherwise intends to, or who may have a contractual or legal obligation to, forward this announcement and/or any other related document to any jurisdiction outside the United Kingdom should inform themselves of, and observe, any applicable legal or regulatory requirements of their jurisdiction.
Notice to US holders of Consort Shares
The Offer relates to shares of a UK company and is being effected by means of a contractual takeover offer under the Takeover Code and under the laws of England and Wales. The Offer will be made in the United States pursuant to all applicable laws and regulations, including, to the extent applicable, Section 14(e) and Regulation 14E under the US Exchange Act of 1934 (the "US Exchange Act") and otherwise in accordance with the requirements of the Takeover Code. Accordingly, the Offer will be subject to disclosure and other procedural requirements, including with respect to withdrawal rights, offer timetable, settlement procedures and timing of payments that are different from those applicable under US domestic tender offer procedures and law. The Offer is being made in the United States by Recipharm and no one else.
Furthermore, the payment and settlement procedure with respect to the Offer will comply with the relevant United Kingdom rules, which differ from US payment and settlement procedures, particularly with regard to the date of payment of consideration.
In accordance with, and to the extent permitted by, the Takeover Code and normal UK market practice, Lazard & Co., Limited, Peel Hunt LLP and their respective affiliates may continue to act as exempt fund managers, exempt principal traders or exempt market makers in relation to Consort Shares on the London Stock Exchange and will engage in certain other purchasing activities consistent with their respective normal and usual practice and applicable law, as permitted by Rule 14e-5(b)(9) under the US Exchange Act. In addition, in compliance with the Takeover Code and to the extent permitted under Rule 14e-5(b) under the US Exchange Act, Recipharm, certain affiliated companies or their respective nominees, or brokers (acting as agents) may from time to time make certain purchases of, or arrangements to purchase, Consort securities other than pursuant to any such Offer, either in the open market at prevailing prices or through privately negotiated purchases at negotiated prices outside the United States before or during the period in which the Offer remains open for acceptance (or, if the Acquisition is implemented by way of a scheme, until the date on which the scheme becomes effective, lapses or is otherwise withdrawn). To the extent required by Rule 14e 5(b)(12), such purchases, or arrangements to purchase, must comply with English law, the Takeover Code and the Listing Rules. Any information about such purchases will be disclosed to the Takeover Panel and, to the extent that such information is required to be publicly disclosed in the United Kingdom in accordance with applicable regulatory requirements, will be made available to all investors (including US investors) via the Regulatory Information Service on the London Stock Exchanges website, www.londonstockexchange.com.
Financial information included in the Offer Document has been or will be prepared in accordance with accounting standards applicable in the United Kingdom and 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 United States.
Neither the United States Securities and Exchange Commission nor any United States state securities commission has approved or disapproved of the Offer, or passed comment upon the adequacy or completeness of this announcement or the Offer Document. Any representation to the contrary is a criminal offence in the United States.
The receipt of cash pursuant to the Offer by a US holder as consideration for the transfer of its Consort Shares pursuant to the Offer 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 Consort Shareholder is urged to consult his or her independent professional adviser immediately regarding the tax consequences of the Offer applicable to him or her.
It may be difficult for US holders of Consort securities to enforce their rights and any claim arising out of the US federal securities laws, since Recipharm and Consort are located outside of the United States, and some or all of their officers and directors may be resident outside of the United States. US holders of Consort securities may not be able to sue a foreign company or its officers or directors in a foreign court for violations of the US securities laws. Further, it may be difficult to compel a foreign company and its affiliates to subject themselves to a US court's judgment. There is substantial doubt as to the enforceability in the United Kingdom of original actions, or of actions for enforcement of judgments of US courts, based on civil liability provisions of US federal securities laws and judgment of a US court.
No offer to acquire securities or to exchange securities for other securities has been made, or will be made, directly or indirectly, in or into, or by the use of the mails of, or by any means or instrumentality of interstate or foreign commerce or any facilities of a national securities exchange of, the United States or any other country in which such offer may not be made other than: (i) in accordance with the tender offer requirements under the US Exchange Act, or the securities laws of such other country, as the case may be: or (ii) pursuant to an available exemption from such requirements.
Publication on Website
A copy of this announcement and the documents required to be published by Rule 26 of the Takeover Code will be available, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on Recipharm's website at www.recipharm.com/investor-relations) by no later than 12 noon (London time) on the Business Day following this announcement. For the avoidance of doubt, the content of the websites referred to in this announcement is not incorporated into and does not for part of this announcement.
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 figures that precede them.
This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact [email protected] or visit www.rns.com.