TIDMMGP
RNS Number : 9377E
Medica Group PLC
04 July 2023
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD
CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF THAT
JURISDICTION
FOR IMMEDIATE RELEASE
4 July 2023
RECOMMED CASH ACQUISITION
OF
MEDICA group PLC ("MEDICA")
BY
moonlight BIDCO LIMITED ("bidco")
a newly incorporated wholly owned subsidiary of funds advised
by
IK INVESTMENT PARTNERS LIMITED ("IK")
Court Sanction of Scheme of Arrangement
On 24 April 2023, the boards of Bidco and Medica announced that
they had reached agreement on the terms and conditions of a
recommended all-cash offer by Bidco for the entire issued and to be
issued ordinary share capital of Medica (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" ).
The circular in relation to the Scheme (the "Scheme Document" )
was published on 12 May 2023.
On 9 June 2023 the Scheme was approved by the requisite majority
of Scheme Shareholders at the Court Meeting and the Resolutions in
connection with the implementation of the Scheme were passed by the
requisite majority of Medica Shareholders at the General
Meeting.
Defined terms used but not defined in this announcement have the
meanings set out in the Scheme Document. All references to times in
this announcement are to London time.
Scheme Sanctioned by Court
Further to the announcement on 9 June 2023 in relation to the
results of the Court Meeting and the General Meeting, Medica and
Bidco are pleased to announce that the High Court of Justice in
England and Wales has today issued a Court Order sanctioning the
Scheme under section 800 of the Companies Act 2006 pursuant to
which the Acquisition is being implemented.
It is anticipated that the Effective Date will be 6 July 2023,
conditional upon the delivery of a copy of the Court Order to the
Registrar of Companies.
Next steps and timetable
There has been no material change to the expected timetable of
principal events for the Acquisition set out in the Scheme
Document. If any of the expected times and/or dates change, the
revised times and/or dates will be notified to Medica Shareholders
by issuing an announcement through a Regulatory Information
Service, with such announcement being made available on Medica's
website at https://medicagroupplc.com/offer/ and on Bidco's website
at https://moonlight-offer.com/ .
Medica confirms that the Scheme Record Time will be 5 July 2023
at 6.00 p.m. (the " Scheme Record Time "). Scheme Shareholders
whose names appear on Medica's register of members at the Scheme
Record Time will, upon the Scheme becoming effective in accordance
with its terms, be entitled to receive consideration as provided
for in the Scheme Document.
Applications have been made for the suspension of trading in
Medica Shares on the London Stock Exchange's Main Market for listed
securities and the listing of Medica Shares on the premium listing
segment of the Official List and such suspensions are expected to
take effect by 7.30 a.m. on 6 July 2023. The last day of dealings
in, and for the registration and transfer of, Medica Shares, will
be 5 July 2023. The de-listing of Medica Shares from the premium
listing segment of the Official List and the cancellation of the
admission to trading of Medica Shares on the London Stock
Exchange's Main Market for listed securities have also been applied
for and will, subject to the Scheme becoming Effective, take effect
at 7.30 a.m. on 7 July 2023. Further announcements will be made
when the Scheme has become Effective and when the Medica Shares
have been de-listed and cancelled from trading.
It is intended that on the Effective Date, share certificates in
respect of Medica Shares will cease to be valid and entitlements to
Medica Shares held within the CREST system will be cancelled.
Full details of the Acquisition are set out in the Scheme
Document.
Enquiries:
Medica +44 (0)33 33 111 222
Stuart Quin, Chief Executive Officer
Richard Jones, Chief Financial Officer
Evercore +44 (0) 20 7653 6000
(Lead Financial Adviser to Medica)
Julian Oakley
Simon Elliott
Harrison George
Liberum +44 (0) 20 3100 2000
(Joint Financial Adviser and Joint Broker to Medica)
Phil Walker
Mark Harrison
Richard Lindley
Numis +44 (0) 20 7260 1000
(Joint Financial Adviser and Joint Broker to Medica)
Freddie Barnfield
Stuart Ord
Duncan Monteith
FTI Consulting +44 (0) 20 3727 1000
(Public Relations Adviser to Medica)
medicagroupplc@fticonsulting.com
Ben Atwell
Victoria Foster Mitchell
Sam Purewal
Jefferies +44 (0) 20 7029 8000
(Financial Adviser to Bidco and IK)
James Thomlinson
Ashwin Pai
William Brown
IK
(Marketing and Communications Manager) +44 (0) 20 7304 7153
Vidya Verlkumar vidya.verlkumar@ikpartners.com
H/Advisors Maitland +44 (0) 20 7379 5151
(Public Relations Adviser to Bidco and IK)
IK-Maitland@h-advisors.global
Vikki Kosmalska
Finlay Donaldson
DLA Piper UK LLP is acting as legal adviser to Medica.
Travers Smith LLP is acting as legal adviser to Bidco and
IK.
Important Notices
Evercore Partners International LLP ( "Evercore" ), which is
authorised and regulated by the FCA in the UK, is acting
exclusively as financial adviser to Medica and no one else in
connection with the matters described in this Announcement and will
not be responsible to anyone other than Medica for providing the
protections afforded to clients of Evercore nor for providing
advice in connection with the matters referred to herein. Neither
Evercore 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 Evercore
in connection with this Announcement, any statement contained
herein, any offer or otherwise. Apart from the responsibilities and
liabilities, if any, which may be imposed on Evercore by FSMA and
successor legislation, or the regulatory regime established
thereunder, or under the regulatory regime of any jurisdiction
where exclusion of liability under the relevant regulatory regime
would be illegal, void or unenforceable, neither Evercore nor any
of its affiliates accepts any responsibility or liability
whatsoever for the contents of this Announcement, and no
representation, express or implied, is made by it, or purported to
be made on its behalf, in relation to the contents of this
Announcement, including its accuracy, completeness or verification
of any other statement made or purported to be made by it, or on
its behalf, in connection with Medica or the matters described in
this Announcement. To the fullest extent permitted by applicable
law, Evercore and its affiliates accordingly disclaim all and any
responsibility or liability whether arising in tort, contract or
otherwise (save as referred to above) which they might otherwise
have in respect of this Announcement or any statement contained
herein.
Liberum Capital Limited ( "Liberum" ), which is authorised and
regulated by the FCA in the United Kingdom, is acting exclusively
for Medica and no one else in connection with the Acquisition and
will not be responsible to anyone other than Medica for providing
the protections afforded to clients of Liberum nor for providing
advice in relation to the Acquisition or any other matters referred
to in this Announcement. Neither Liberum 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 Liberum
in connection with this Announcement, any statement contained
herein or otherwise.
Numis Securities Limited ( "Numis" ), which is authorised and
regulated by the FCA in the United Kingdom, is acting exclusively
for Medica and for no one else in connection with the Acquisition
and/or any other matter referred to in this Announcement and will
not be responsible to anyone other than Medica for providing the
protections afforded to its clients or for providing advice in
relation to the Acquisition, the contents of this Announcement, or
another other matters referred to in this Announcement. Neither
Numis nor any of its subsidiaries, affiliates or branches owes or
accepts any duty, liability or responsibility whatsoever (whether
direct, indirect, consequential, whether in contract, in tort,
under statute or otherwise) to any person who is not a client of
Numis in connection with this Announcement, any statement or other
matter or arrangement referred to herein or otherwise.
Jefferies International Limited ( "Jefferies" ), which is
authorised and regulated in the United Kingdom by the FCA, is
acting exclusively as financial adviser to Bidco and IK and for no
one else in connection with the Acquisition and will not be
responsible to anyone other than Bidco and IK for providing the
protections afforded to clients of Jefferies for providing advice
in relation to the Acquisition, the contents of this Announcement
or any other matters referred to in this Announcement. Neither
Jefferies 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 Jefferies in connection with this
Announcement, any statement contained herein or otherwise.
Further Information
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 a
solicitation of an offer to buy any securities, any vote or
approval in any jurisdiction pursuant to the Acquisition or
otherwise, nor shall there be any purchase, sale, issuance or
exchange of securities or such solicitation in any jurisdiction in
which such offer, solicitation, sale issuance or exchange is
unlawful.
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 English law, the Listing Rules, the
Takeover Code, the Market Abuse Regulation (EU 596/2014) (which is
part of UK law by virtue of the European Union (Withdrawal) Act
2018) 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. Nothing in this
Announcement should be relied on for any other purpose.
This Announcement is not an advertisement and does not
constitute a prospectus, prospectus equivalent document or an
exempted document.
Overseas jurisdictions
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 into whose possession
this Announcement comes should inform themselves of, and observe,
such restrictions. Further details in relation to the Overseas
Shareholders are contained in the Scheme Document. Any failure to
comply with any such 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.
Unless otherwise determined by Bidco or required by the Takeover
Code, and permitted by applicable law and regulation, the
Acquisition shall 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 means from within a Restricted
Jurisdiction or any other jurisdiction if to do so would constitute
a violation of the laws of that jurisdiction. Accordingly, copies
of this Announcement and all documents relating to the Acquisition
are not being, and must not be, directly or indirectly, mailed or
otherwise forwarded, distributed or sent in, into or from a
Restricted Jurisdiction where to do so would violate the laws in
that jurisdiction, and persons receiving this Announcement and all
documents relating to the Acquisition (including custodians,
nominees and trustees) must not mail or otherwise distribute or
send them in, into or from such jurisdictions where to do so would
violate the laws in that jurisdiction.
The Acquisition shall be subject to the applicable requirements
of the Takeover Code, the Panel, the London Stock Exchange, the
FCA, the Listing Rules and the Registrar of Companies.
Additional information for US investors in Medica
Medica Shareholders in the United States should note that the
Acquisition relates to the shares of an English company with a
listing on the Main Market and is proposed to be effected by means
of a scheme of arrangement under English law. This Announcement,
the Scheme Document and certain other documents relating to the
Acquisition have been or will be prepared in accordance with
English law, the Takeover Code and UK disclosure requirements,
format and style, all of which differ from those in the United
States. A transaction effected by means of a scheme of arrangement
is not subject to the tender offer rules or the proxy solicitation
rules under the US Exchange Act. Accordingly, the Acquisition is
subject to the disclosure requirements of and practices applicable
in the United Kingdom to schemes of arrangement, which differ from
the disclosure requirements of the United States tender offer and
proxy solicitation rules. If, in the future, Bidco exercises the
right to implement the Acquisition by way of a Takeover 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.
Medica's financial statements, and all financial information
that is included in this Announcement, the Scheme Document or any
other documents relating to the Acquisition, have been or will be
prepared in accordance with UK-adopted international accounting
standards and may not be comparable to financial statements of
companies in the United States or other companies whose financial
statements are prepared in accordance with US generally accepted
accounting principles.
The receipt of cash pursuant to the Acquisition by a US holder
as consideration for the transfer of its Medica Shares pursuant to
the Scheme will likely be a taxable transaction for United States
federal income tax purposes and under applicable United States
state and local, as well as foreign and other, tax laws. Each
Medica Shareholder is urged to consult their independent
professional adviser immediately regarding the tax consequences of
the Acquisition applicable to them, including under applicable
United States state and local laws, as well as overseas and other,
tax laws.
It may be difficult for US holders to enforce their rights and
claims arising out of the US federal securities laws, since Bidco
and Medica 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 jurisdiction and judgement.
In accordance with normal UK practice and consistent with Rule
14e-5(b) of the US Exchange Act, (to the extent applicable) Bidco,
certain affiliated companies and their nominees or brokers (acting
as agents) may make certain purchases of, or arrangements to
purchase, shares in Medica outside of the US, other than pursuant
to the Acquisition, until the date on which the Acquisition and/or
Scheme becomes Effective, lapses or is otherwise withdrawn. If such
purchases or arrangements to purchase were to be made they would
occur either in the open market at prevailing prices or in private
transactions at negotiated prices and comply with applicable law,
including the US Exchange Act. Any information about such purchases
or arrangements to purchase will be disclosed as required in the
United Kingdom, 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 has it done so in respect of the Scheme
Document). Any representation to the contrary is a criminal offence
in the United States.
Forward looking statements
This Announcement (including information incorporated by
reference in this Announcement), oral statements made regarding the
Acquisition, and other information published by Bidco, IK, Medica,
any member of the Wider Bidco Group or any member of the Wider
Medica Group may contain statements which are, or may be deemed to
be, "forward looking statements". Forward looking statements are
prospective in nature and are not based on historical facts, but
rather on current expectations and projections about future events,
and are therefore subject to risks and uncertainties which could
cause actual results to differ materially from the future results
expressed or implied by the forward looking statements.
The forward looking statements contained in this Announcement
include statements relating to the expected effects of the
Acquisition on Bidco, IK, Medica, any member of the Wider Bidco
Group or any member of the Wider Medica Group (including their
future prospects, developments and strategies), the expected timing
and scope of the Acquisition and other statements other than
historical facts. Often, but not always, forward looking statements
can be identified by the use of forward looking words such as
"prepares", "plans", "expects" or "does not expect", "is expected",
"is subject to", "budget", "projects", "synergy", "strategy",
"scheduled", "goal", "estimates", "forecasts", "intends",
"cost-saving", "intends", "anticipates" or "does not anticipate",
or "believes", or variations of such words and phrases or
statements that certain actions, events or results "may", "could",
"should", "would", "might" or "will" be taken, occur or be
achieved. Forward looking statements may 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, IK's, Medica's, any member of the
Wider Bidco Group's or any member of the Wider Medica Group's
operations and potential synergies resulting from the Acquisition;
and (iii) the effects of global economic conditions and
governmental regulation on Bidco's, IK's, Medica's, any member of
the Wider Bidco Group's or any member of the Wider Medica Group's
business.
Although Bidco and Medica believe that the expectations
reflected in such forward looking statements are reasonable based
on information available as at the date of this Announcement,
Bidco, IK, Medica, the Wider Bidco Group and the Wider Medica Group
can give no assurance that such expectations will prove to be
correct. By their nature, forward looking statements involve risk
and uncertainty because they relate to events and depend on
circumstances that will occur in the future. There are a number of
factors that could cause actual results and developments to differ
materially from those expressed or implied by such forward looking
statements.
These factors include, but are not limited to: the ability to
complete the Acquisition; the ability to obtain requisite
regulatory and shareholder approvals and the satisfaction of other
Conditions; changes in the global political, economic, business and
competitive environments and in market and regulatory forces;
changes in future exchange and interest rates; changes in tax
rates; future business combinations or disposals; changes in
general economic and business conditions; changes in the behaviour
of other market participants; 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, IK, Medica, the Wider Bidco Group and/or the Wider Medica
Group operate; weak, volatile or illiquid capital and/or credit
markets; changes in the degree of competition in the geographic and
business areas in which Bidco, IK, Medica, the Wider Bidco Group
and/or the Wider Medica Group operate; and changes in laws or in
supervisory expectations or requirements. Other unknown or
unpredictable factors could cause actual results to differ
materially from those expected, estimated or projected in the
forward looking statements. 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.
Neither Bidco, IK, Medica, the Wider Bidco Group nor the Wider
Medica Group, nor any of their respective associates or directors,
officers or advisers, provide 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, potential investors are
cautioned not to place any reliance on these forward looking
statements.
Specifically, statements of estimated cost savings and synergies
relate to future actions and circumstances which, by their nature,
involve risks, uncertainties and contingencies. As a result, the
cost savings and synergies referred to may not be achieved, may be
achieved later or sooner than estimated, or those achieved could be
materially different from those estimated.
The forward looking statements speak only at the date of this
Announcement. All subsequent oral or written forward looking
statements attributable to any member of the Wider Bidco Group or
the Wider Medica Group, or any of their respective associates,
directors, officers, employees or advisers, are expressly qualified
in their entirety by the cautionary statement above.
Other than in accordance with their legal or regulatory
obligations, neither Bidco, IK, Medica, the Wider Bidco Group nor
the Wider Medica Group is under any obligation to, and each such
person expressly disclaims any intention or obligation to, update
or revise any forward looking statements, whether as a result of
new information, future events or otherwise.
No profit forecasts, estimates or quantified benefits
statements
Other than the Medica Profit Forecasts, no statement in this
Announcement, or incorporated by reference in this Announcement, is
intended as a profit forecast, profit estimate or quantified
benefits statement for any period and no statement in this
Announcement should be interpreted to mean that earnings or
earnings per share for Medica for the current or future financial
years would necessarily match or exceed the historical published
earnings or earnings per share for Medica.
Publication on website
A copy of this Announcement and the documents required to be
published pursuant to Rule 26.1 of the Takeover Code will be
available, free of charge, subject to certain restrictions relating
to persons resident in Restricted Jurisdictions, on Medica's
website at https://medicagroupplc.com/offer/ and Bidco's website at
https://moonlight-offer.com/ by no later than 12.00 p.m. on the
Business Day following this Announcement. For the avoidance of
doubt, neither the content of Medica's website and Bidco's website
is incorporated into, or forms part of, this Announcement.
Information relating to Medica Shareholders
Please be aware that addresses, electronic addresses and certain
information provided by Medica Shareholders, persons with
information rights, participants in the Medica Share Plans and
other relevant persons for the receipt of communications from
Medica may be provided to Bidco and IK during the Offer Period as
required under Section 4 of Appendix 4 of the Takeover Code to
comply with Rule 2.11(c) of the Takeover Code.
Right to receive documents in hard copy form
Any person entitled to receive a copy of documents,
announcements and information relating to the Acquisition is
entitled to receive such documents in hard copy form free of
charge. 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. A person may
request that all future documents, announcements and information in
relation to the Acquisition are sent to them in hard copy form.
In accordance with Rule 30.3 of the Takeover Code, Medica
Shareholders, persons with information rights and participants in
the Medica Share Plans may request a hard copy of this Announcement
by contacting Link Group, Medica's Registrars on +44(0) 371 664
0321. 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. Lines will be open between
9.00 a.m. to 5.30 p.m., Monday to Friday excluding public holidays
in England and Wales. Different charges may apply to calls from
mobile telephones. Calls may be recorded and randomly monitored for
security and training purposes. The helpline cannot provide advice
on the merits of the Acquisition or the Scheme nor give any
financial, investment, legal or tax advice.
Disclosure requirements of the Takeover Code
Under Rule 8.3(a) of the Takeover Code, any person who is
interested in 1 per cent. or more of any class of relevant
securities of an offeree company or of any securities exchange
offeror (being any offeror other than an offeror in respect of
which it has been announced that its offer is, or is likely to be,
solely in cash) must make an Opening Position Disclosure following
the commencement of the offer period and, if later, following the
announcement in which any securities exchange offeror is first
identified. An Opening Position Disclosure must contain details of
the person's interests and short positions in, and rights to
subscribe for, any relevant securities of each of (i) the offeree
company and (ii) any securities exchange offeror(s). An Opening
Position Disclosure by a person to whom Rule 8.3(a) applies must be
made by no later than 3.30 p.m. (London time) on the 10th business
day following the commencement of the offer period and, if
appropriate, by no later than 3.30 p.m. (London time) on the 10th
business day following the announcement in which any securities
exchange offeror is first identified. Relevant persons who deal in
the relevant securities of the offeree company or of a securities
exchange offeror prior to the deadline for making an Opening
Position Disclosure must instead make a Dealing Disclosure.
Under Rule 8.3(b) of the Takeover Code, any person who is, or
becomes, interested in 1 per cent. or more of any class of relevant
securities of the offeree company or of any securities exchange
offeror must make a Dealing Disclosure if the person deals in any
relevant securities of the offeree company or of any securities
exchange offeror. A Dealing Disclosure must contain details of the
dealing concerned and of the person's interests and short positions
in, and rights to subscribe for, any relevant securities of each of
(i) the offeree company and (ii) any securities exchange
offeror(s), save to the extent that these details have previously
been disclosed under Rule 8. A Dealing Disclosure by a person to
whom Rule 8.3(b) applies must be made by no later than 3.30 p.m.
(London time) on the business day following the date of the
relevant dealing.
If two or more persons act together pursuant to an agreement or
understanding, whether formal or informal, to acquire or control an
interest in relevant securities of an offeree company or a
securities exchange offeror, they will be deemed to be a single
person for the purpose of Rule 8.3.
Opening Position Disclosures must also be made by the offeree
company and by any offeror and Dealing Disclosures must also be
made by the offeree company, by any offeror and by any persons
acting in concert with any of them (see Rules 8.1, 8.2 and
8.4).
Details of the offeree and offeror companies in respect of whose
relevant securities Opening Position Disclosures and Dealing
Disclosures must be made can be found in the Disclosure Table on
the Panel's website at www.thetakeoverpanel.org.uk, including
details of the number of relevant securities in issue, when the
offer period commenced and when any offeror was first identified.
You should contact the Panel's Market Surveillance Unit on +44
(0)20 7638 0129 if you are in any doubt as to whether you are
required to make an Opening Position Disclosure or a Dealing
Disclosure.
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END
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July 04, 2023 07:18 ET (11:18 GMT)
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