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RNS Number : 4751P
Hewlett Packard Vision B.V
04 October 2011
FOR IMMEDIATE RELEASE
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 ANY RELEVANT LAWS OF
THAT JURISDICTION
3 October 2011
Recommended cash offer by HEWLETT-PACKARD VISION B.V. an
indirect wholly-owned subsidiary of Hewlett-Packard Company for
AUTONOMY CORPORATION PLC
OFFER UPDATE - OFFER DECLARED WHOLLY UNCONDITIONAL
Introduction
On 18 August 2011, the Board of Hewlett-Packard Company ("HP")
and the Board of Autonomy Corporation plc ("Autonomy") announced
the terms of a recommended cash offer (the "Offer") by
Hewlett-Packard Vision B.V. ("HP Vision"), an indirect wholly-owned
subsidiary of HP, to acquire the entire issued and to be issued
share capital of Autonomy. The full terms of, and conditions to,
the Offer and the procedure for acceptance were set out in the
offer document issued by HP Vision on 22 August 2011 (the "Offer
Document").
Offer declared wholly unconditional
HP Vision announces that all of the conditions to the Offer have
been satisfied or waived and, accordingly, the Offer is declared
wholly unconditional.
The Offer will remain open for acceptance until further notice
and at least 14 days' notice will be given of the closing of the
Offer. Autonomy Shareholders who have not yet accepted the Offer
are urged to do so immediately.
Level of acceptances
As at 10:00 a.m. (London time) on 3 October 2011 (being the
second closing date of the Offer), HP Vision had received valid
acceptances from Autonomy Shareholders in respect of 213,421,299
Autonomy Shares (representing approximately 87.34 per cent. of the
existing issued share capital of Autonomy), all of which may be
counted towards satisfaction of the acceptance condition to the
Offer (as set out in paragraph (a) of Part A of Appendix I of the
Offer Document, the "Acceptance Condition") and, as a consequence,
the Acceptance Condition has been satisfied.
These acceptances include those received in respect of
22,190,066 Autonomy Shares (representing approximately 9.08 per
cent. of the existing issued share capital of Autonomy) which were
subject to irrevocable commitments procured by HP Vision from all
those Autonomy Directors that held Autonomy Shares.
Settlement
The consideration to which any Autonomy Shareholder is entitled
under the Offer will be settled (i) in the case of valid
acceptances received on or before the date of this announcement, on
or before 17 October 2011; and (ii) in the case of valid
acceptances received after the date of this announcement but while
the Offer remains open for acceptance, within 14 days of such
receipt, in each case in the manner described in the Offer
Document.
Extension of the Offer and procedure for acceptance of the
Offer
The Offer will remain open until further notice and at least 14
days' notice will be given of the closing of the Offer. Autonomy
Shareholders who have not yet accepted the Offer are urged to do so
immediately.
To accept the Offer in respect of Autonomy Shares held in
certificated form, Autonomy Shareholders must complete, sign and
return the Form of Acceptance, together with their share
certificate(s) or other relevant document(s) of title, in
accordance with the instructions contained therein and set out in
the Offer Document.
To accept the Offer in respect of Autonomy Shares held in
uncertificated form (that is, in CREST), Autonomy Shareholders must
follow the procedure for electronic acceptance through CREST in
accordance with the instructions set out in the Offer Document. If
Autonomy Shareholders hold their Autonomy Shares as a CREST
sponsored member, they should refer to their CREST sponsor as only
their CREST sponsor will be able to send the necessary TTE
Instruction to Euroclear.
Delisting and re-registration as a private company
As set out in paragraph 14 of Part II of the Offer Document,
following the Offer becoming or being declared wholly
unconditional, and sufficient acceptances under the Offer having
been received, HP Vision intends to procure that Autonomy will make
an application for the cancellation of the listing of Autonomy
Shares on the Official List and for the cancellation of trading of
the Autonomy Shares on the London Stock Exchange's main market for
listed securities.
Autonomy Shareholders should note that cancellation of the
listing is likely to significantly reduce the liquidity and
marketability of any Autonomy Shares in respect of which the Offer
has not been accepted.
It is also proposed that, after Autonomy Shares are delisted,
Autonomy will be re-registered as a private company under the
relevant provisions of the Companies Act.
Compulsory acquisition
HP Vision intends, in the event that it receives acceptances of
the Offer in respect of, and/or otherwise acquires, 90 per cent or
more of the Autonomy Shares to which the Offer relates and 90 per
cent or more of the voting rights attaching to such shares, to
exercise its rights pursuant to Sections 974 to 991 of the
Companies Act to acquire compulsorily, on the same terms as the
Offer, the remaining Autonomy Shares in respect of which the Offer
has not been accepted.
Interests in relevant securities
Save for the interests set out below, as at the close of
business on 30 September 2011, being the latest practicable date
prior to the date of this announcement, neither HP Vision, nor any
of the directors of HP Vision, nor (so far as HP Vision is aware)
any person acting in concert with HP Vision (within the meaning of
the City Code) (i) has any interest in, or right to subscribe for,
any Autonomy Shares or securities convertible or exchangeable into
Autonomy Shares ("Autonomy Securities"), (ii) has any short
position (whether conditional or absolute and whether in the money
or otherwise), including any short position under a derivative, or
arrangement in relation to Autonomy Securities, or (iii) has
borrowed or lent any Autonomy Securities (save for any borrowed
shares which have been on-lent or sold). For these purposes,
"arrangement" includes any indemnity or option arrangement or any
agreement or understanding, formal or informal, of whatever nature,
relating to Autonomy Securities which may be an inducement to deal
or refrain from dealing in such securities.
As at close of business on 30 September 2011, being the latest
practicable date prior to the date of this announcement for which
information relating to interests in Autonomy relevant securities
could be collected in relation to Barclays Capital, Barclays
Capital was interested in the following Autonomy relevant
securities:
Entity Number of Autonomy Shares
Barclays Bank PLC 9,744
Publication on website
In accordance with Rule 19.11 of the Code, a copy of this
announcement will be made available, subject to certain
restrictions relating to persons resident in Restricted
Jurisdictions, for inspection on HP's website at
http://www.hp.com/investor/offerdocuments and Autonomy's website at
http://news.autonomy.com by no later than 12 noon (London time) on
4 October 2011 until the end of the Offer Period. Copies of the
Offer Document and Form of Acceptance are also available for
inspection on both websites.
Capitalised terms used but not defined in this announcement
shall have the meaning given to them in the Offer Document.
Enquiries:
For HP Vision Tel: +44 (0) 20 7623 2323
Barclays Capital
(joint financial adviser and corporate
broker to HP and HP Vision)
Richard Taylor
Matthew Smith
Alisdair Gayne (Corporate Broking)
Perella Weinberg Partners Tel: +44 (0) 20 7268 2800
(joint financial adviser to HP
and HP Vision)
Philip Yates
Graham Davidson
IMPORTANT NOTICE
This announcement is not intended to and does not constitute, or
form any part of, an offer to sell or subscribe for or an
invitation to purchase or subscribe for any securities or the
solicitation of an offer to purchase or subscribe for any
securities pursuant to the Offer or otherwise. The Offer is being
made solely through the Offer Document and (in respect of Autonomy
Shares held in certificated form) the Form of Acceptance, which
together contain the full terms and conditions of the Offer,
including details of how to accept the Offer. Any acceptance or
other response to the Offer should be made only on the basis of the
information contained in the Offer Document and (in respect of
Autonomy Shares held in certificated form) the Form of
Acceptance.
Barclays Capital, which is authorised and regulated in the
United Kingdom by the Financial Services Authority, is acting
exclusively for HP and HP Vision and no one else in connection with
the Offer and will not be responsible to anyone other than HP and
HP Vision for providing the protections afforded to its clients or
for providing advice in relation to the Offer or in relation to the
contents of this announcement or any transaction or any other
matters referred to herein.
Perella Weinberg Partners, which, through its affiliate Perella
Weinberg Partners UK LLP, is authorised and regulated in the United
Kingdom by the Financial Services Authority, is acting exclusively
for HP and HP Vision and no one else in connection with the Offer
and will not be responsible to anyone other than HP and HP Vision
for providing the protections afforded to its clients or for
providing advice in relation to the Offer or in relation to the
contents of this announcement or any transaction or any other
matters referred to herein.
OVERSEAS SHAREHOLDERS
The release, publication or distribution of this announcement in
jurisdictions other than the United Kingdom or the United States
may be restricted by law and therefore any persons who are not
resident in the United Kingdom or the United States, or who are
subject to the laws or regulations of any jurisdiction other than
the United Kingdom or the United States, should inform themselves
about, and observe, any applicable requirements. Any failure to
comply with the applicable requirements may constitute a violation
of the laws and/or regulations of any such jurisdiction.
The availability of the Offer to Autonomy Shareholders who are
resident in jurisdictions other than the United Kingdom or the
United States may be restricted by the laws or regulations of those
jurisdictions. Any Autonomy Shareholders who are not resident in
the United Kingdom or the United States or who are subject to the
laws or regulations of any jurisdiction other than the United
Kingdom or the United States, should inform themselves about, and
observe, any applicable requirements. Any failure to comply with
the applicable requirements may constitute a violation of the laws
and/or regulations of any such jurisdiction.
In particular, copies of this announcement and any formal
documentation relating to the Offer are not being, and must not be,
directly or indirectly, mailed or otherwise forwarded, distributed
or sent in, into or from any Restricted Jurisdiction. Persons
receiving such documents (including custodians, nominees and
trustees) should observe these restrictions and should not mail or
otherwise forward, distribute or send such documents, in or into or
from Restricted Jurisdictions as doing so may invalidate any
purported acceptance of the Offer.
This announcement has been prepared for the purposes of
complying with English law and the City 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 and regulations of any jurisdiction outside of the United
Kingdom.
The receipt of cash pursuant to the Offer by Autonomy
Shareholders may be a taxable transaction under applicable
national, state and local, as well as foreign and other tax laws.
Each Autonomy Shareholder is urged to consult his or her
independent professional adviser regarding the tax consequences of
acceptance of the Offer.
NOTICE TO US INVESTORS
The Offer is being made for securities of a United Kingdom
company and Autonomy Shareholders in the United States should be
aware that this announcement, the Offer Document and any other
documents relating to the Offer have been or will be prepared in
accordance with the City Code and United Kingdom disclosure
requirements, format and style, all of which differ from those in
the United States. Autonomy's financial statements and all
financial information that is included in this announcement, or
that may be included in the Offer Document or any other documents
relating to the Offer, have been or will be prepared in accordance
with United Kingdom generally accepted accounting principles and
International Financial Reporting Standards and may not be
comparable to financial statements of United States companies.
The Offer, which is open to Autonomy Shareholders in the United
States, will be subject to a limited extent to US tender offer
rules and securities laws (Regulation 14E), and will otherwise be
made in accordance with the requirements of the City Code, the
Panel, the London Stock Exchange and the Financial Services
Authority. 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 generally applicable under
United States domestic tender offer procedures and law. In the
United States, the Offer will be deemed made solely by HP Vision
and not by any of its financial advisers.
Autonomy is a company incorporated under the laws of England and
Wales. The directors of Autonomy are residents of countries other
than the United States. As a result, it may not be possible for
Autonomy Shareholders in the United States to effect service of
process within the United States upon Autonomy or its officers or
directors or to enforce against any of them judgements of the
United States predicated upon the civil liability provisions of the
federal securities laws of the United States. It may not be
possible to sue Autonomy or its officers or directors in a non-US
court for violations of the United States securities laws. There is
also substantial doubt as to enforceability in the United Kingdom
in original actions, or in actions for the enforcement of judgments
of United States courts, based on the civil liability provisions of
United States federal securities laws.
In accordance with the City Code and normal United Kingdom
market practice and pursuant to Rule 14e-5(b)(12) under the United
States Securities Exchange Act of 1934, as amended (the "Exchange
Act"), HP Vision or its nominees or brokers (acting as agents) may
from time to time make certain purchases of, or arrangements to
purchase, Autonomy Shares outside the United States, otherwise than
pursuant to the Offer, before or during the period in which the
Offer remains open for acceptance, such as in open market purchases
at prevailing prices or privately negotiated purchases at
negotiated prices. In the event that HP Vision or its nominees or
brokers (acting as agents) purchase or make arrangements to
purchase Autonomy Shares for a consideration greater than the Offer
Price, the Offer Price will be increased to match the higher price
paid outside the Offer. Such purchases, or arrangements to
purchase, will comply with all applicable United Kingdom rules,
including the City Code and the rules of the London Stock Exchange.
In addition, in accordance with the City Code, normal United
Kingdom market practice and Rule 14e-5(b)(12) under the Exchange
Act, Barclays Capital will continue to act as an exempt principal
trader in Autonomy securities on the London Stock Exchange. These
purchases may occur in the open market or as privately negotiated
transactions.
Information regarding such purchases and activities which is
required to be made public in the United Kingdom pursuant to the
City Code will be reported to a Regulatory Information Service and
will be available to all investors (including US investors) on the
London Stock Exchange website at www.londonstockexchange.com.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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