CLIN Clinigen Group Plc

TIDMCLIN

RNS Number : 1400H

Clinigen Group plc

04 April 2022

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 OF SUCH JURISDICTION

FOR IMMEDIATE RELEASE

4 April 2022

INCREASED AND FINAL RECOMMED ALL CASH ACQUISITION

of

CLINIGEN GROUP PLC ("CLINIGEN")

by

TRILEY BIDCO LIMITED ("BIDCO")

(a newly-formed company indirectly owned by the Triton Funds ( " Triton " ))

SCHEME BECOMES EFFECTIVE

On 8 December 2021, the Clinigen Board and the Bidco Board announced that they had reached agreement on the terms of a recommended all-cash acquisition of Clinigen by Bidco pursuant to which Bidco would acquire the entire issued and to be issued share capital of Clinigen at a price of 883 pence per Clinigen Share.

On 17 January 2022, the Clinigen Board and the Bidco Board jointly announced that they had agreed the terms of an increased and final recommended all-cash offer for Clinigen by Bidco, pursuant to which Bidco will acquire the entire issued and to be issued ordinary share capital of Clinigen at a price of 925 pence in cash per Clinigen Share (the "Increased Final Offer").

The Increased Final Offer is to be implemented by means of a scheme of arrangement pursuant to Part 26 of the Companies Act (the "Scheme"). The circular in relation to the Scheme was published or made available to Clinigen Shareholders on 20 December 2021 (the "Scheme Document") and a supplementary letter in respect of the Increased Final Offer was published or made available to Clinigen Shareholders on 21 January 2022.

On 8 February 2022, the Scheme was approved by the requisite majorities of Scheme Shareholders at the Court Meeting and the Resolution in connection with the implementation of the Scheme was passed by the requisite majority of Clinigen Shareholders at the General Meeting.

On 31 March 2022, Clinigen and Bidco announced that the Court had sanctioned the Scheme. Clinigen and Bidco are pleased to announce that the Scheme has today become Effective in accordance with its terms, following delivery of the Court Order to the Registrar of Companies, and the entire issued and to be issued ordinary share capital of Clinigen is now owned by Bidco.

Capitalised terms used and not defined in this announcement have the meanings given to them in the Scheme Document.

Settlement

Under the terms of the Scheme, Scheme Shareholders on the register of members of Clinigen at the Scheme Record Time (6.00 p.m. on 1 April 2022) will be entitled to receive 925 pence for each Scheme Share held at the Scheme Record Time. Scheme Shareholders' cash consideration under the terms of the Scheme will be settled or dispatched, or, in the case of any Scheme Shareholder that holds Scheme Shares in uncertificated form (that is, in CREST), transferred to such person through CREST, by no later than 18 April 2022.

Suspension and cancellation of trading

Trading in Clinigen Shares on AIM was suspended with effect from 7.30 a.m. on 4 April 2022. Following the application by Clinigen to the London Stock Exchange, the cancellation of admission to trading of Clinigen shares on AIM is expected to be effective as of 7.00 a.m. on 5 April 2022.

Board changes

As the Scheme has now become Effective, Clinigen announces that, with effect from today's date the non-executive directors of Clinigen, being Elmar Schnee, Ian Johnson, Anne Hyland, Alan Boyd and Sharon Curran have stepped down from the board of directors of Clinigen.

Enquiries

 
 Bidco and Triton 
 Media & Communications                 media@Triton-partners.com 
 J.P. Morgan Cazenove (Lead Financial 
  Adviser to Bidco and Triton) 
 James Mitford / Hemant Kapoor          Tel: +44 (0) 20 7742 4000 
 Dwayne Lysaght / Alex Bruce 
 Greenbrook PR (PR Adviser to Bidco 
  and Triton) 
 James Madsen / Alex Jones              Tel: +44 (0) 7867 472 731 
                                         / +44 (0) 20 7952 2000 
                                         Triton@greenbrookpr.com 
 Clinigen 
 Shaun Chilton - Chief Executive        Tel: +44 (0) 1283 495 010 
  Officer 
 Rob Fox - VP Investor Relations        Investors@Clinigengroup.com 
  and Corporate Development 
 Consilium Strategic Communications 
  (PR adviser to Clinigen) 
 Mary-Jane Elliott / Matthew Cole       Tel: +44 (0) 20 3709 5700 
  / Jessica Hodgson                      Clinigen@consilium-comms.com 
 RBC Capital Markets (Lead Financial 
  Adviser and Corporate Broker to 
  Clinigen) 
 Mark Preston / Thomas Stockman         Tel: +44 (0) 207 653 4000 
 Marcus Jackson / Elliot Thomas 
 Numis (Financial Adviser, Corporate 
  Broker and Nominated Adviser to 
  Clinigen) 
 James Black / Stuart Ord               Tel: +44 (0) 20 7260 1000 
 Garry Levin / Freddie Barnfield 
 

Barclays Bank plc and HSBC Bank plc are also acting as financial advisers to Bidco and Triton.

RBC Capital Markets and Numis are providing independent advice to Clinigen pursuant to Rule 3 of the Takeover Code.

White & Case LLP has been retained as legal adviser to Triton and Bidco. Alston & Bird (City) LLP has been retained as legal adviser to StepStone.

Ashurst LLP has been retained as legal adviser to Clinigen.

Important notices

J.P. Morgan Securities plc, which conducts its UK investment banking business as J.P. Morgan Cazenove, is authorised in the United Kingdom by the Prudential Regulatory Authority ("PRA") and regulated in the United Kingdom by the PRA and the Financial Conduct Authority ("FCA"). J.P. Morgan Cazenove is acting as financial adviser exclusively for Bidco and Triton and 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 Triton for providing the protections afforded to clients of J.P. Morgan Cazenove or its affiliates, nor for providing advice in relation to the Acquisition or any matter or arrangement referred to herein.

Barclays, which is authorised by the PRA and regulated in the United Kingdom by the FCA and the PRA, is acting exclusively for Bidco and Triton and no one else in connection with the matters set out in this announcement and will not be responsible to anyone other than Bidco and Triton for providing the protections afforded to clients of Barclays nor for providing advice in relation to the matters set out in this announcement.

HSBC, which is authorised by the PRA and regulated in the United Kingdom by the FCA and the PRA, is acting as financial adviser to Bidco and Triton and no one else in connection with the Acquisition and will not be responsible to anyone other than Bidco and Triton for providing the protections afforded to clients of HSBC, or for providing advice in connection with the matters referred to herein. Neither HSBC nor any of its group undertakings 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 HSBC in connection with the Acquisition or any matter referred to herein.

RBC Europe Limited (trading as RBC Capital Markets), which is authorised by the PRA and regulated by the FCA and the PRA in the United Kingdom, is acting for Clinigen and no one else in connection with the matters referred to in this announcement and will not be responsible to anyone other than Clinigen for providing the protections afforded to clients of RBC Capital Markets, or for providing advice in connection with matters referred to in this announcement.

Numis, which is authorised and regulated in the United Kingdom by the FCA, is acting exclusively for Clinigen and no one else in connection with the matters set out in this announcement and will not be responsible to anyone other than Clinigen for providing the protections afforded to clients of Numis or its affiliates, nor for providing advice in relation to any matter referred to herein.

This announcement is for information purposes only, and is not intended to, and does not, constitute or form part of, any offer or inducement to sell or an 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 Clinigen in any jurisdiction in contravention of applicable law.

This announcement does not constitute a prospectus, prospectus equivalent document or prospectus exempted document, including for the purposes of Article 1(4) or (5) of the UK Prospectus Regulation.

Overseas jurisdictions

This announcement has been prepared in accordance with and for the purpose of complying with English law, the Takeover Code, the AIM Rules, the Market Abuse Regulation and the Disclosure Guidance and Transparency Rules, 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 and Wales.

The release, publication or distribution of this announcement in or into certain jurisdictions other than the United Kingdom may be restricted by law and may affect the availability of the Acquisition to persons who are not resident in the United Kingdom. Persons who are not resident in the United Kingdom, or who are subject to laws of any jurisdiction other than the United Kingdom, should inform themselves about, and observe any applicable requirements of their jurisdictions. Any person (including, without limitation, nominees, trustees and custodians) who would, or otherwise intends to, forward this announcement, the Scheme Document or any accompanying document to any jurisdiction outside the United Kingdom should refrain from doing so and should seek appropriate professional advice before taking any action.

Any failure to comply with the applicable legal or regulatory requirements may constitute a violation of the laws and/or regulations of any such jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in the Acquisition disclaim any responsibility and liability for the violation of such restrictions by any person.

Copies of this announcement and formal documentation relating to the Acquisition are not being, and must not be, directly or indirectly, mailed or otherwise forwarded or distributed in, into or from a Restricted Jurisdiction and persons receiving this announcement and all such documents relating to the Acquisition (including custodians, nominees and trustees) must not distribute or send them into or from a Restricted Jurisdiction.

Further details in relation to Overseas Shareholders are contained in paragraph 14 of Part II of 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 the law of England and Wales. A transaction effected by means of a scheme of arrangement is not subject to the tender offer or proxy solicitation rules under the US Exchange Act. Accordingly, the Scheme is 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 and proxy solicitation rules. The financial information included in this announcement and the Scheme Document has been prepared in accordance with 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.

The receipt of cash pursuant to the Acquisition by a US Clinigen Shareholder as consideration for the transfer of its Clinigen Shares pursuant to the Scheme 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 and such tax consequences are not described herein. Clinigen Shareholders are urged to consult their independent professional advisers immediately regarding the tax consequences of the Acquisition applicable to them including under applicable United States state and local, as well as overseas and other, tax laws.

It may be difficult for US Clinigen Shareholders to enforce their rights and claims arising out of the US federal securities laws, since Clinigen is located in a country other than the US, and some or all of its officers and directors may be residents of countries other than the US. US Clinigen Shareholders 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 jurisdiction and judgement.

Forward-looking statements

This announcement (including information incorporated by reference in this announcement) may contain certain "forward-looking statements" with respect to Bidco, Triton or Clinigen. These forward-looking statements can be identified by the fact that they do not relate only to historical or current facts. Forward-looking statements often, but do not always, use words such as "prepares", "plans", "is subject to", "budget", "projects", "synergy", "strategy", "scheduled", "forecasts", "cost-saving", "intends", "believes", "anticipate", "target", "expect", "estimate", "intend", "plan", "goal", "believe", or variations of words and phrases or statements that certain actions, events or results "will", "may", "should", "would", "could" or other words or terms of similar meaning or the negative thereof. Forward-looking statements include statements relating to the following: (i) future capital expenditures, expenses, revenues, earnings, synergies, economic performance, indebtedness, financial condition, dividend policy, losses and future prospects; (ii) business and management strategies and the expansion and growth of Bidco's, Triton's, Clinigen's, any member of the Bidco Group's or any member of the Clinigen Group's operations and potential synergies resulting from the Acquisition; and (iii) the effects of global economic conditions and government regulation on Bidco's, Triton's, Clinigen's, any member of the Bidco Group's or any member of the Clinigen Group's business. These forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause actual results, performance or developments to differ materially from those expressed in or implied by such forward-looking statements.

Such forward looking statements are not guarantees of future performance. By their nature, because they relate to events and depend on circumstances that will occur in the future, these forward-looking statements involve known and unknown risks, uncertainties that could significantly affect expected results and are based on certain key assumptions and other factors which may cause actual results, performance or developments to differ materially from those expressed in or implied by such forward-looking statements.

These factors include, but are not limited to, changes in global political, economic, business and competitive environments and in market and regulatory forces, changes in tax rates, future business combinations or disposals, changes in general economic and business conditions, changes in the behaviour of other market participants, changes in the anticipated benefits from the proposed transaction not being realised as a result of changes in general economic and market conditions in the countries in which Bidco and Clinigen operate, weak, volatile or illiquid capital and/or credit markets, changes in the level of capital investment, retention of key employees, changes in customer habits, success of business and operating initiatives and restructuring objectives, impact of any acquisitions or similar transactions, changes in customers' strategies and stability, competitive product and pricing measures, changes in laws, supervisory expectations or requirements and the regulatory environment, fluctuations of interest and/or exchange rates and the outcome of any litigation. Other unknown or unpredictable factors could cause actual results to differ materially from those expected, estimated or projected in the forward-looking statements.

These forward-looking statements are based on numerous assumptions regarding present and future strategies and environments. If any one or more of these risks or uncertainties materialises or if any one or more of the assumptions proves incorrect, actual results may differ materially from those expected, estimated or projected. Such forward-looking statements should therefore be construed in the light of such factors. You are cautioned not to place any reliance on such forward-looking statements, which speak only as of the date hereof. All subsequent oral or written forward-looking statements attributable to J.P. Morgan Cazenove, Barclays, HSBC, RBC Capital Markets, Numis, Bidco, Triton or Clinigen or any person acting on their behalf are expressly qualified in their entirety by the cautionary statement above. Should one or more of these risks or uncertainties materialise, or should underlying assumptions prove incorrect, actual results may vary materially from those described in this announcement.

None of J.P. Morgan Cazenove, Barclays, HSBC, RBC Capital Markets , Numis, Bidco, Triton, Clinigen, or 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. Given these risks and uncertainties, Clinigen Shareholders are cautioned not to place any reliance on these forward looking statements.

J.P. Morgan Cazenove, Barclays, HSBC, RBC Capital Markets , Numis, Bidco, Triton and Clinigen assume no obligation to update publicly or revise forward-looking or other statements contained in this announcement, whether as a result of new information, future events or otherwise, except to the extent legally required.

Publication on website and availability of hard copies

In accordance with Rule 26.1 of the Takeover Code, a copy of this announcement will be made available (subject to certain restrictions relating to persons resident in Restricted Jurisdictions), free of charge, on Clinigen's website at https://www.clinigengroup.com/corporate/offer-for-clinigen-group-plc/ and Triton's website at https://announcements.triton-partners.com/announcements/ by no later than 12.00 noon (London time) on the Business Day following the date of publication of this announcement. Save as expressly referred to in this announcement, neither the contents of these websites nor any website accessible from hyperlinks is incorporated into and do not form part of this announcement.

In accordance with Rule 30.3 of the Takeover Code, Clinigen Shareholders, persons with information rights and participants in Clinigen Share Plans may request a hard copy of this announcement by contacting Clinigen's registrars, Equiniti Limited, between 8.30 a.m. to 5.30 p.m. (London time), Monday to Friday (except public holidays in England and Wales) on +44 (0) 371-384-2050. Calls are charged at the standard geographical rate and will vary by provider. Calls outside the United Kingdom will be charged at the applicable international rate. Please note that Equiniti Limited cannot provide any financial, legal or tax advice, and calls may be recorded and monitored for security and training purposes. For persons who receive a copy of this announcement in electronic form or via a website notification, a hard copy of this announcement will not be sent unless so requested. Such persons may also request that all future documents, announcements and information to be sent to them in relation to the Acquisition should be in hard copy form.

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.

General

If you are in any doubt about the contents of this announcement or the action you should take, you are recommended to seek your own independent financial advice immediately from your stockbroker, bank manager, solicitor or independent financial adviser duly authorised under the Financial Services and Markets Act 2000 (as amended) if you are resident in the United Kingdom or, if not, from another appropriate authorised independent financial adviser.

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April 04, 2022 05:50 ET (09:50 GMT)