TIDMEMIS
RNS Number : 4634R
EMIS Group PLC
27 October 2023
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
FOR IMMEDIATE RELEASE
27 October 2023
RECOMMED CASH ACQUISITION
OF
EMIS GROUP PLC ("EMIS")
BY
BORDEAUX UK HOLDINGS II LIMITED ("Bidco")
an affiliate of
Optum Health Solutions (UK) Limited ("oPTUM uk")
and a wholly owned subsidiary of
UnitedHealth Group Incorporated ("unitedhealth group")
SCHEME BECOMES EFFECTIVE
On 17 June 2022, the Boards of Bidco and EMIS announced that
they had reached agreement on the terms of a recommended all cash
offer pursuant to which Bidco will acquire the entire issued and to
be issued ordinary share capital of EMIS (the "Acquisition"). The
Acquisition is being implemented by means of a Court-sanctioned
scheme of arrangement under Part 26 of the Companies Act 2006 (the
"Scheme"). Capitalised terms used but not defined in this
announcement have the meanings given to them in the scheme document
published on 8 July 2022 containing the full terms and conditions
of the acquisition by Bidco of the entire issued and to be issued
share capital of EMIS (the "Scheme Document"). All references to
times in this announcement are to London, United Kingdom times
unless otherwise stated.
On 9 August 2022, the Scheme was approved by the requisite
majorities of Scheme Shareholders at the Court Meeting and the
Special Resolution to implement the Scheme was approved by the
requisite majority of EMIS Shareholders at the General Meeting.
The Boards of EMIS and Bidco are pleased to announce that,
further to the announcement on 25 October 2023 that the High Court
of Justice in England and Wales had sanctioned the Scheme at the
Court Sanction Hearing held on that date, the Court Order has been
delivered to the Registrar of Companies today; and accordingly, the
Scheme has now become effective in accordance with its terms and
the entire issued, and to be issued, share capital of EMIS is now
owned by Bidco.
Suspension of trading and cancellation of admission to trading
of EMIS Shares
As previously advised, trading in EMIS Shares on AIM is expected
to be suspended with effect by 7.30 a.m. today and the cancellation
of trading of EMIS Shares on AIM is expected to take place by 7.00
a.m. on 30 October 2023.
Settlement of consideration
A Scheme Shareholder on the register of members of EMIS at the
Scheme Record Time, being 6.00 p.m. on 26 October 2023 will be
entitled to receive 1,925 pence in cash for each Scheme Share then
held. Settlement of the consideration to which any Scheme
Shareholder is entitled will be effected by way of the despatch of
cheques or the crediting of CREST accounts (for Scheme Shareholders
holding Scheme Shares in certificated form and in uncertificated
form respectively) as soon as practicable. The latest date of
despatch of cheques and settlement of the consideration in relation
to the Acquisition is 10 November 2023, being 14 days after the
Effective Date, as set out in the Scheme Document.
In the case of Scheme Shares issued to satisfy the exercise of
options under the EMIS Share Plans after the making of the Court
Order on 25 October 2023 and prior to the Scheme Record Time, being
6.00 p.m. on 26 October 2023, settlement of consideration to which
any employee or director of EMIS is due in respect of those Scheme
Shares will be effected by payment through payroll of EMIS, subject
to deduction and withholding of any applicable exercise price
thereon, as soon as practicable following receipt by EMIS of
payment in respect of such consideration from Bidco.
EMIS Board resignations
Upon the Scheme becoming effective, the resignations of the EMIS
Non-Executive Directors, Patrick De Smedt, Denise Collis, Jennifer
Byrne, Kevin Boyd and Jayaprakasa (JP) Rangaswami, took effect.
Andy Thorburn and Peter Southby will remain on the EMIS Board.
Offer-related fees and expenses
The aggregate fees and expenses incurred by EMIS and the Wider
Optum Group in connection with the Acquisition have increased from
the estimates published in the Scheme Document as a result of the
CMA's Phase 2 investigation.
In accordance with rule 24.16 of the Code, the aggregate fees
and expenses expected to be incurred by the Wider Optum Group in
connection with the Acquisition (excluding any applicable VAT) are
expected to be:
Amount (excluding
applicable VAT)
Category (GBPm)
---------------------------------------- ------------------
Financial and corporate broking advice 5.500
Legal advice 11.708(1)
Accounting advice 0.316
Public relations advice 1.373
Other professional services 1.795
Other costs and expenses 0.290
TOTAL 20.982
----------------------------------------- ------------------
(1) The total does not include disbursements.
In accordance with rule 24.16 of the Code, the aggregate fees
and expenses expected to be incurred by EMIS in connection with the
Acquisition (excluding any applicable VAT) are expected to be:
Amount (excluding
applicable VAT)
Category (GBPm)
---------------------------------------- ------------------
Financial and corporate broking advice 9.940
Legal advice 4.557 (1)
Accounting advice 0
Public relations advice 0.100
Other professional services 0.926
Other costs and expenses 0.048
TOTAL 15.571
----------------------------------------- ------------------
(1) The total does not include disbursements.
Dealing disclosures
EMIS is no longer in an "offer period" as defined in the
Takeover Code and accordingly the dealing disclosure requirements
previously notified to EMIS Shareholders no longer apply.
Full details of the Acquisition are set out in the Scheme
Document.
Enquiries:
EMIS
Andy Thorburn, Chief Executive Officer +44 0330 024 1269
Peter Southby, Chief Financial Officer
Deutsche Numis (Financial adviser, corporate
broker and nominated adviser to EMIS)
+44 (0) 207 260
Simon Willis 1000
Joshua Hughes
Havish Patel
+44 (0) 203 128
MHP (PR adviser to EMIS) 8100
Reg Hoare EMIS@mhpgroup.com
Ollie Hoare
Matthew Taylor
Bidco / Optum UK
Aisling Kearney +44 7971 428266
Robey Warshaw (Financial Adviser to UnitedHealth
Group and Bidco)
Simon Warshaw +44 20 7317 3900
Philip Apostolides
FGS Global (PR Adviser to Bidco and Optum
UK)
John Gray +44 20 7251 3801
Amanda Healy Optum-LON@fgsglobal.com
Travers Smith LLP are retained as legal adviser to EMIS and
Slaughter & May are retained as legal adviser to Bidco and
UnitedHealth Group.
Important notices
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 to purchase, otherwise acquire,
subscribe for, sell or otherwise dispose of, any securities or the
solicitation of an offer to buy any securities, any vote or
approval in any jurisdiction pursuant to the Acquisition or
otherwise. The Acquisition is being made solely pursuant to the
terms of the Scheme Document (or, if the Acquisition is implemented
by way of an Offer, the Offer Document), which contains the full
terms and conditions of the Acquisition. Any decision in respect
of, 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 an Offer, the Offer
Document).
This announcement does not constitute a prospectus or prospectus
equivalent document.
Robey Warshaw, which is authorised and regulated by the FCA in
the UK, is acting exclusively for UnitedHealth Group and Bidco and
no one else in connection with the Acquisition and will not be
responsible to anyone other than UnitedHealth Group and Bidco for
providing the protections afforded to clients of Robey Warshaw or
for providing advice in relation to the Acquisition or any other
matters referred to in this announcement.
Numis Securities Limited ("Deutsche Numis"), which is authorised
and regulated by the FCA in the UK, is acting exclusively for EMIS
and no one else in connection with the Acquisition or any other
matters referred to in this announcement and will not be
responsible to anyone other than EMIS for providing the protections
afforded to clients of Deutsche Numis or for providing advice in
relation to the Acquisition or any other matters referred to in
this announcement. Neither Deutsche Numis nor any of its
affiliates, directors or employees owes or accepts any duty,
liability or responsibility whatsoever (whether direct or indirect,
consequential, whether in contract, in tort, in delict, under
statute or otherwise) to any person who is not a client of Deutsche
Numis in connection with the Acquisition, any statement contained
herein or otherwise.
Overseas jurisdictions
This announcement has been prepared in connection with proposals
in relation to a scheme of arrangement pursuant to and for the
purpose of complying with the laws of England and Wales, the
Takeover Code, the AIM Rules, the Market Abuse Regulation (EU
596/2014) and the Disclosure Guidance and Transparency Rules and
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 England.
The release, publication or distribution of this announcement in
or into certain jurisdictions other than the United Kingdom may be
restricted by law and therefore any persons who are subject to the
laws of any jurisdiction other than the United Kingdom should
inform themselves of, and observe, any applicable requirements of
their jurisdictions.
The availability of the Acquisition to EMIS Shareholders who are
not resident in and citizens of the UK 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 UK should
inform themselves of, and observe, any applicable legal or
regulatory requirements of their jurisdictions. In particular, the
ability of persons who are not resident in the United Kingdom to
vote their EMIS 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. 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 are contained
in the Scheme Document.
Unless otherwise determined by Bidco or required by the Takeover
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 Acquisition 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
this announcement and all such documents relating to the
Acquisition (including custodians, nominees and trustees) must not
mail or otherwise forward, distribute or send them 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 an Offer (unless otherwise
permitted by applicable law and regulation), the 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 Offer may not be capable of acceptance by any
such use, means, instrumentality or facilities.
The Acquisition shall be subject to the applicable requirements
of the Takeover Code, the Panel, the London Stock Exchange, the
Financial Conduct Authority and the AIM Rules.
Additional information for US investors
EMIS Shareholders in the US should note that the Acquisition
relates to the securities of an English company, is subject to UK
disclosure requirements and practices (which are different from
those of the US) and is proposed to be implemented 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 tender offer or proxy solicitation rules under the
US Securities Exchange Act of 1934, as amended (the "US Exchange
Act"). Accordingly, the Acquisition and the Scheme will be subject
to the 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 or will have been prepared in accordance
with IFRS, 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. However, if, in the future, Bidco were to
exercise its right to implement the Acquisition of the EMIS Shares
by way of an Offer and determines to extend the offer into the
United States, the Acquisition will be made in compliance with
applicable United States laws and regulations, including any
applicable exemptions under the US Exchange Act.
The receipt of cash pursuant to the Acquisition by a US investor
as consideration for the transfer of its Scheme 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. Each EMIS Shareholder is urged to
consult with legal, tax and financial advisers in connection with
making a decision regarding the Acquisition.
It may be difficult for US investors to enforce their rights and
claims arising out of the US federal securities laws, since Bidco
and EMIS 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 investors 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 judgement.
To the extent permitted by applicable law, in accordance with
normal UK market practice and pursuant to Rule 14e-5(b) of the US
Exchange Act, Bidco or its nominees, or their brokers (acting as
agents), may from time to time make certain purchases of, or
arrangements to purchase, EMIS Shares outside of the US, other than
pursuant to the Acquisition, until the date on which the
Acquisition becomes Effective, lapses or is otherwise withdrawn.
These purchases may occur either in the open market at prevailing
prices or in private transactions at negotiated prices. Any
information about such purchases or arrangements to purchase will
be disclosed as required in the UK, will be reported to a
Regulatory Information Service and will be available on the London
Stock Exchange website at www.londonstockexchange.com.
Neither the United States Securities and Exchange Commission nor
any US state securities commission has approved or disapproved the
Acquisition, passed upon the merits or fairness of the Acquisition
or passed any opinion upon the accuracy, adequacy or completeness
of this announcement (nor will it do so in respect of the Scheme
Document). Any representation to the contrary is a criminal offence
in the United States.
Publication of this announcement on website
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, on EMIS's, UnitedHealth Group's and Optum UK's
websites at https://www.governance.emisgroupplc.com,
www.unitedhealthgroup.com/investors.html and www.optum.co.uk/,
respectively, by no later than 12 noon on the first Business Day
following the date of this announcement. For the avoidance of
doubt, neither the contents of these websites nor any website
accessible from hyperlinks is incorporated into or forms part of
this announcement.
Right to receive documents in hard copy form
In accordance with Rule 30.3 of the Takeover Code, EMIS
Shareholders, persons with information rights and participants in
EMIS Share Plans may request a hard copy of this announcement by
contacting Link Group between 9.00 a.m. to 5.30 p.m. Monday to
Friday (excluding public holidays in England and Wales) on 0371 664
0300 (or +44 (0) 371 664 0300 if calling from outside the UK) or by
submitting a request in writing to Link Group at Central Square,
Wellington Street, Leeds LS1 4DL. Calls are charged at the standard
geographic rate and will vary by provider. Calls outside the United
Kingdom will be charged at the applicable international rate. 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.
Electronic communications
Please be aware that addresses, electronic addresses and certain
information provided by EMIS Shareholders, persons with information
rights and other relevant persons for the receipt of communications
from EMIS may be provided to Bidco during the Offer Period as
requested under Section 4 of Appendix 4 of the Takeover Code to
comply with Rule 2.11(c) of the Takeover Code.
This information is provided by RNS, the news service of the
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Kingdom. Terms and conditions relating to the use and distribution
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contact rns@lseg.com or visit www.rns.com.
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END
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(END) Dow Jones Newswires
October 27, 2023 02:00 ET (06:00 GMT)
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