NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION
21 January 2021
Recommended Cash Acquisition
Calisen plc ("Calisen")
Coyote Bidco Limited ("Bidco")
(a newly formed company indirectly owned by a consortium consisting of (i) GEPIF, together with its co-investor Ninteenth; and (ii) WSIP)
Update on Antitrust Clearances
On 11 December 2020, Bidco and Calisen announced Bidco's recommended cash offer for Calisen under Rule 2.7 of the Code (the "Acquisition"), to be implemented by way of a scheme of arrangement (the "Scheme"). On 18 January 2021, Calisen announced that the circular relating to the Scheme (the "Scheme Document") had been posted to Calisen Shareholders and, for information only, to persons with information rights.
Bidco and Calisen are pleased to announce that today, the European Commission has unconditionally cleared the Acquisition under the Regulation following its Phase I review. Accordingly, Condition 3(a) set out in Part Three of the Scheme Document has been satisfied.
Completion of the Acquisition remains subject to the satisfaction or (if capable of waiver) waiver of the remaining Conditions to the Acquisition set out in Part Three of the Scheme Document, including the remaining Anti-trust Conditions, the approval of the Scheme at the Court Meeting and the passing of the Resolution at the General Meeting, in each case by the requisite majority, and the sanction of the Scheme by the Court.
Capitalised terms used but not defined in this announcement have the meanings given in the Scheme Document.
GEPIF and Mubadala
Goldman Sachs International (financial adviser to Bidco)
Tel: +44 (0) 20 7774 1000
Finsbury (public relations adviser to Calisen)
Tel: +44 (0) 7818 526 556
Citi (financial adviser and corporate broker to Calisen)
Tel: +44 (0) 20 7986 4000
HSBC (financial adviser and corporate broker to Calisen)
Tel: +44 (0) 20 7991 8888
Clifford Chance LLP is acting as legal adviser to Bidco. Sullivan & Cromwell LLP is acting as legal adviser to WSIP. Freshfields Bruckhaus Deringer LLP is acting as legal adviser to Mubadala. Allen & Overy LLP is acting as legal adviser to Calisen.
Citigroup Global Markets Limited ("Citi"), which is authorised by the PRA and regulated in the United Kingdom by the FCA and the PRA, is acting exclusively for Calisen and for no one else in connection with the Acquisition and other matters described in this announcement, and will not be responsible to anyone other than Calisen for providing the protections afforded to clients of Citi nor for providing advice in connection with the Acquisition or any other matters referred to in this announcement. Neither Citi nor any of its affiliates, directors or employees 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 Citi in connection with this announcement, any statement contained herein, the Acquisition or otherwise.
HSBC Bank plc ("HSBC"), which is authorised by the PRA and regulated by the FCA and the PRA in the United Kingdom, is acting exclusively for Calisen and no one else in connection with the Acquisition and will not be responsible to anyone other than Calisen for providing the protections afforded to clients of HSBC nor for giving advice in relation to the Acquisition or any matter or arrangement referred to in this announcement. Neither HSBC, 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 HSBC in connection with this announcement, any statement contained herein or otherwise. HSBC has given, and not withdrawn, its consent to the inclusion in this announcement of the references to its name in the form and context in which they appear.
Goldman Sachs International, which is authorised by the PRA and regulated by the FCA and the PRA in the United Kingdom, is acting exclusively for Bidco and the consortium and for no one else in connection with the matters referred to in this announcement and will not be responsible to anyone other than Bidco and the consortium for providing the protections afforded to clients of Goldman Sachs International, or for providing advice in relation to the matters referred to in this announcement. Neither Goldman Sachs International nor any of its subsidiaries, branches or affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Goldman Sachs International in connection with the matters referred to in this announcement.
This announcement is for information purposes only and is not intended to, and does not, constitute or form part of any offer or invitation 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 Calisen in any jurisdiction in contravention of applicable law. The Acquisition is made solely through the Scheme Document (or, if the Acquisition is implemented by way of a Takeover Offer, the offer document), which together with the associated forms of proxy (or, if the Acquisition is implemented by way of a Takeover Offer, the form of acceptance) contains the full terms and conditions of the Acquisition, including details of how to vote in respect of the Acquisition. Any acceptance or other response to the Acquisition should be made only on the basis of the information in the Scheme Document (or, if the Acquisition is implemented by way of a Takeover Offer, the offer document).
This announcement does not constitute a prospectus or prospectus equivalent document.
This announcement has been prepared in accordance with English law, the 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 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.
The Acquisition is subject to the applicable rules and regulations of the FCA, the London Stock Exchange and the Code.
Bidco and Calisen urge Calisen Shareholders to read the Scheme Document (including the associated forms of proxy) (and/or, in the event that the Acquisition is to be implemented by way of a Takeover Offer, the offer document) because it contains important information relating to the Acquisition. Any decision to vote in respect of the resolutions to be proposed at the Calisen Meetings, and any decision in respect of the Scheme should be made only on the basis of information contained in the Scheme Document (and/or, in the event that the Acquisition is to be implemented by way of a Takeover Offer, the offer document).
Each Calisen Shareholder is advised to consult its independent professional adviser regarding the tax consequences to it (or to its beneficial owners) of the Acquisition.
The availability of the Acquisition to Calisen Shareholders who are not resident in and citizens of the United Kingdom may be affected by the laws of the relevant jurisdictions in which they are located or of which they are citizens. Persons who are not resident in the United Kingdom or who are subject to the laws of other jurisdictions should inform themselves of, and observe, any applicable legal, regulatory or other requirements of their jurisdictions. In particular, the ability of persons who are not resident in the United Kingdom or who are subject to the laws of another jurisdiction to participate in the Acquisition or to vote their Calisen Shares with respect to the Scheme at the Court Meeting, or to appoint another person as proxy to vote at the Court Meeting on their behalf, may be affected by the laws of the relevant jurisdictions in which they are located or to which they are subject. 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. Further details in relation to Overseas Shareholders is contained in paragraph 15 of Part Two of the Scheme Document.
Unless otherwise determined by Bidco or required by the Code, and permitted by applicable law and regulation, the Acquisition will not be made available, directly or indirectly, in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction and no person may vote in favour of the Scheme by any such use, means, instrumentality or from within a Restricted Jurisdiction or any other jurisdiction if to do so would constitute a violation of the laws of that jurisdiction. 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 it 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 a Takeover Offer (unless otherwise permitted by applicable law and regulation), the Takeover 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, e-mail 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 Takeover Offer may not be capable of acceptance by any such use, means, instrumentality or facilities.
Notice to US investors
The Acquisition relates to the shares of an English company and is being effected by means of a scheme of arrangement 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 US Securities Exchange Act of 1934, as amended (the "US Exchange Act"). Accordingly, the Acquisition is subject to the disclosure requirements, rules and practices applicable in the UK to schemes of arrangement, which differ from the disclosure requirements, style and format of US proxy solicitation or tender offer rules. However, Bidco reserves the right, subject to the prior consent of the Panel and in accordance with the Co-operation Agreement, to elect to implement the Acquisition by means of a Takeover Offer for the entire issued and to be issued share capital of Calisen, as an alternative to the Scheme.
If, in the future, Bidco were to elect to implement the Acquisition by means of a Takeover Offer, which is to be made into the US, such Takeover Offer shall be made in compliance with all applicable US laws and regulations, including Section 14(e) of the US Exchange Act and Regulation 14E thereunder. Such a Takeover Offer would be made in the United States by Bidco and no one else.
In accordance with normal UK practice and pursuant to Rule 14e-5(b) of the US Exchange Act, Bidco, its affiliates and their nominees or brokers (acting as agents), may make certain purchases of, or arrangements to purchase, Calisen Shares outside such a Takeover Offer so long as the Takeover Offer remains open for acceptance and/or until the date on which the Scheme becomes effective, lapses or is withdrawn. If such purchases or arrangements to purchase were to be made, they would be made outside the US and would comply with applicable UK law, including the Code. Such purchases or arrangements to purchase 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 and will be available to all investors (including US investors) via the Regulatory News Service of the London Stock Exchange at https://www.londonstockexchange.com/news.
Neither the Acquisition, nor this announcement, nor the information contained in this announcement has been approved or disapproved by the Securities and Exchange Commission (the "SEC"), any US state securities commission or any other US regulatory authority. Neither the SEC, nor any state securities commission, nor any other US regulatory authority has passed upon or determined the fairness or merits of the proposal described in, nor upon or determined the accuracy or adequacy of the information contained in, this announcement. Any representation to the contrary is a criminal offence in the US.
The financial information relating to Calisen included in, or incorporated by reference into, this announcement has been prepared in accordance with accounting standards applicable in the UK that may not be comparable to the financial statements or information of US companies or companies where financial statements are prepared in accordance with generally accepted accounting principles in the US ("US GAAP"). US GAAP differ in certain significant respects from accounting standards used in the UK. None of the financial information in this announcement has been audited in accordance with auditing standards generally accepted in the US or the auditing standards of the Public Company Accounting Oversight Board (United States).
The receipt of cash pursuant to the Acquisition by a US Calisen Shareholder as consideration pursuant to the 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 Calisen Shareholder is urged to consult his or her independent professional adviser immediately regarding the tax consequences of the Acquisition applicable to him or her.
It may be difficult for US holders to enforce their rights and claims arising out of the US federal securities laws since Bidco and Calisen 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 judgment.
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 service of this announcement shall not give rise to any implication that there has been no change in the facts set out in this announcement since such date.
Notice to shareholders in Switzerland
This announcement is not intended to constitute an offer or a solicitation to purchase or invest in Calisen Shares. Calisen Shares may not be publicly offered, sold or advertised, directly or indirectly, in, into or from Switzerland and will not be listed on the SIX Swiss Exchange ("SIX") or on any other stock exchange, multilateral or organised trading facility in Switzerland. This announcement has been prepared without regard to the disclosure standards for issuance prospectuses under art. 652a or art. 1156 of the Swiss Code of Obligations or the disclosure standards for listing prospectuses under art. 27 ff. of the listing rules of SIX or the listing rules of any other stock exchange, multilateral or organised trading facility in Switzerland. Neither this announcement nor any other offering or marketing material relating to Calisen Shares may be publicly distributed or otherwise made publicly available in Switzerland.
Neither this announcement nor any other offering or marketing material relating to the offering, Calisen or Calisen Shares have been or will be filed with or approved by any Swiss regulatory authority. In particular, this announcement will not be filed with, and the Calisen Shares will not be supervised by, the Swiss Financial Market Supervisory Authority, FINMA, and neither the issuer nor the Calisen Shares have been or will be authorised under the Swiss Federal Act on Collective Investment Schemes ("CISA"). The investor protection afforded to acquirers of interests in collective investment schemes under the CISA does not extend to holders of the Calisen Shares.
This announcement does not constitute investment advice. It may only be used by those persons to whom it has been handed out in connection with the securities and may neither be copied nor directly or indirectly distributed or made available to other persons.
Publication on a website
A copy of this announcement will be made available subject to certain restrictions relating to persons resident in Restricted Jurisdictions on Bidco's website at http://blackrock.com/uk/individual/december-2020-announcement and on Calisen's website at www.calisen.com/investors/recommendedcashacquisition by no later than 12.00 noon on the business day following the date of this announcement. For the avoidance of doubt, the contents of these websites are not incorporated into and do not form part of this announcement.