Scheme of arrangement
22 4월 2009 - 4:51PM
UK Regulatory
TIDMEID
RNS Number : 9301Q
Eidos plc
21 April 2009
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN OR INTO OR
FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE
RELEVANT LAWS OF SUCH JURISDICTION
Recommended acquisition of Eidos plc ("Eidos") by SQEX Ltd. ("SQEX")
Scheme of Arrangement now effective
The board of Eidos is pleased to announce that the Scheme has now become
effective and the entire issued share capital of Eidos is now owned by SQEX.
Admission to trading of Eidos Shares on the London Stock Exchange and the
listing of Eidos Shares on the official list maintained by the UK Listing
Authority will be cancelled at 8.00 a.m. (London time) on 23 April 2009.
In consideration for the cancellation of their shareholdings, shareholders on
Eidos' share register at 6.00 p.m. (London time) on 21 April 2009 will receive
32 pence in cash for each Eidos Share held. Any cash consideration due to
holders of Eidos Shares held in uncertificated form will be paid via CREST, and
any cheques in respect of any cash consideration due to holders of Eidos Shares
held in certificated form will be despatched by no later than 6 May 2009.
+-----------------------------------------------------+----------------------+
| |
+-----------------------------------------------------+
| Enquiries | |
+-----------------------------------------------------+----------------------+
| Eidos | +44 20 8636 3000 |
| Robert Brent | |
+-----------------------------------------------------+----------------------+
| Citi (Financial adviser to Eidos) | +44 20 7986 4000 |
| Matthew Smith | |
| Stuart Poyser | |
| Charlie Lytle (Broking) | |
+-----------------------------------------------------+----------------------+
| SQEX / Square Enix | +81 3 5333 1144 |
| Michihiro Sasaki | |
| | |
+-----------------------------------------------------+----------------------+
| UBS Investment Bank (Financial Adviser to SQEX / | +44 20 7568 0000 |
| Square Enix) | |
| Andrew Cowper | |
| Thomas Onions | |
| | |
+-----------------------------------------------------+----------------------+
| Media Enquiries - Madano (PR adviser to Eidos) | +44 20 7593 4000 |
| Mark Way | |
| Matthew Moth | |
| | |
+-----------------------------------------------------+----------------------+
Capitalised terms used in this announcement have the meanings given to them in
the Scheme Document dated 4 March 2009.
This announcement does not constitute an offer to sell or an invitation to
purchase or subscribe for any securities. This announcement also does not
constitute a prospectus or prospectus equivalent document. Any acceptance or
other response to the Scheme should be made only on the basis of the information
contained in the Scheme Document.
UBS, is acting exclusively for SQEX and Square Enix and no one else in
connection with the Acquisition and will not be responsible to anyone other than
SQEX and Square Enix for providing the protections afforded to clients of UBS
Investment Bank, or for providing advice in connection with the Acquisition or
any matter referred to in this announcement.
Citi, which is authorised and regulated by the Financial Services Authority, is
acting exclusively for Eidos and no one else in connection with the Acquisition
and will not be responsible to anyone other than Eidos for providing the
protections afforded to clients of Citi or for providing advice in connection
with the Acquisition or any matter referred to in this announcement.
The distribution of this announcement in jurisdictions other than the UK may be
restricted by law and therefore any persons who are subject to the laws of any
jurisdiction other than the UK should inform themselves about, and observe, any
applicable legal or regulatory requirements. This announcement has been prepared
for the purpose of complying with English law and the Takeover 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 of
jurisdictions outside the UK.
The Acquisition relates to the shares of a UK company and is proposed to be
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. Accordingly, the Scheme is subject to the disclosure
requirements, rules and practices applicable in the United Kingdom to schemes of
arrangement, which differ from the requirements of US proxy solicitation or
tender offer rules. However, if SQEX were to elect to implement the Acquisition
by means of a takeover offer, such takeover offer would be made in compliance
with all applicable laws and regulations, including the US tender offer rules,
to the extent applicable.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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