TIDMOXIG TIDMAND
RNS Number : 7730S
Oxford Instruments PLC
12 November 2013
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 SUCH
JURISDICTION
This is an announcement falling under Rule 2.4 of the City Code
on Takeovers and Mergers (the "Code") and does not constitute an
announcement of a firm intention to make an offer or to pursue any
other transaction under Rule 2.7 of the Code. Accordingly, Andor
Technology plc shareholders are advised that there can be no
certainty that a formal offer for Andor Technology plc will be
forthcoming, even in the event that the pre-conditions in this
announcement are satisfied or waived.
12 November 2013
Oxford Instruments plc - Possible Offer for Andor Technology
plc
Oxford Instruments plc ("Oxford Instruments" or the "Company")
announces that it is in discussions with the Board of Andor
Technology plc ("Andor") in relation to an indicative offer of 500
pence per share in cash to acquire the entire issued and to be
issued share capital of Andor (the "Indicative Offer"). The Board
of Andor is considering this proposal.
Oxford Instruments considers that the acquisition of Andor has
significant industrial and commercial logic and that Andor would
benefit from being part of the Oxford Instruments group. Andor's
product portfolio is highly complementary to Oxford Instruments'
Nanotechnology Tools division. Both Andor and Oxford Instruments
have strong capabilities in selling to academic customers and,
together, the companies could offer a broad range of high quality
instrumentation to scientific users as well as leverage a more
powerful distribution network. The enlarged group would benefit
from the considerable strength that exists in both R&D teams
and strong technical management. In addition, Oxford Instruments
fully recognises the value of Andor's Belfast base with its highly
skilled workforce and believes the cultural fit between Andor and
Oxford Instruments is strong.
The Indicative Offer represents:
-- a premium of 69% to the Andor closing share price of 296.0
pence as of 8 July 2013(1) , being the day prior to Oxford
Instruments' initial approach to Andor;
-- a premium of 25% to the Andor closing share price of 400.0
pence as of 11 November 2013(2) , being the last trading day prior
to the date of this announcement;
-- a premium of 33% to the volume weighted average traded share
price of Andor of 376.9 pence over the period of 90 days ended on
11 November 2013(3) ; and
-- a premium of 36% to the average closing share price of Andor
of 367.7 pence over the period of 90 days ended on 11 November
2013(4) .
Oxford Instruments and Andor have been in discussions since 9
July 2013, when Oxford Instruments sent a letter to the Chairman of
Andor setting out the strategic rationale for the transaction and
an indicative proposal of 420 pence per share in cash, subject to
due diligence. That proposal, which was based solely on a review of
publicly available information, represented a premium of 42% to the
Andor closing share price as of 8 July 2013(1) . On 7 September
2013, Oxford Instruments informed Andor that it was prepared to
increase its indicative proposal to 470 pence per Andor share,
subject to due diligence. This revised price represented a premium
of 59% to the closing Andor share price the day before Oxford
Instruments' initial proposal on 9 July 2013(1) and a 29% premium
to the Andor closing price on 6 September 2013(5) . Andor
subsequently granted access to commercial and financial due
diligence to Oxford Instruments in early October. Following access
to due diligence and Andor's recently announced acquisitions,
Oxford Instruments has increased its indicative proposal to 500
pence per Andor share. Oxford Instruments has provided Andor with a
short list of its outstanding confirmatory due diligence items.
The making of any offer is subject to the following
pre-conditions:
i. Oxford Instruments finalising due diligence;
ii. the unanimous and unqualified recommendation by the Board of
Andor in respect of any offer by Oxford Instruments; and
iii. each member of the Board of Andor giving irrevocable
undertakings to accept any offer in respect of all of their Andor
shares.
Oxford Instruments reserves the right to waive any or all of the
pre-conditions described in this announcement. Even if all of these
pre-conditions are satisfied or waived, there can be no certainty
that a firm offer will be forthcoming.
Further, Oxford Instruments reserves the right to make an offer
on less favourable terms than those set out in this announcement in
the event that:
i. an agreement and recommendation in respect of such terms is
reached with the Board of Andor; or
ii. there is an announcement of:
a) a firm intention to make an offer by a third party for Andor
at a lower price; or
b) a possible offer by a third party for Andor at a lower price;
or
c) an approach by a third party for Andor at a lower price;
or
iii. Andor announces, declares, pays or makes any dividend or
distribution to Andor shareholders at any time, in which case there
will be an equivalent reduction in Oxford Instruments' offer price;
or
iv. the issued and to be issued share capital of Andor is
greater than the 33.2 million shares that has been assumed, such
that the pro rata entitlement per Andor share is lower than 500
pence.
In addition, Oxford Instruments reserves the right to introduce
other forms of consideration and/or vary the proposed mix of
consideration in any offer.
For the avoidance of doubt, this announcement has been made
without the agreement of Andor.
Rule 2.6(a) of the Code, requires that Oxford Instruments, by
not later than 5.00 p.m. on 10 December2013 (the "relevant
deadline"), either announces a firm intention to make an offer for
Andor in accordance with Rule 2.7 of the Code or announces that it
does not intend to make an offer, in which case the announcement
will be treated as a statement to which Rule 2.8 of the Code
applies. This deadline can be extended with the consent of the
Takeover Panel in accordance with Rule 2.6(c) of the Code.
Notes
(1) Based on Andor's mid-market closing price on 8 July 2013 of
296.0 pence per share, as provided by the London Stock
Exchange.
(2) Based on Andor's mid-market closing price on 11 November
2013 of 400.0 pence per share, as provided by the London Stock
Exchange.
(3) Based on 376.9pence per Andor share, being the volume
weighted average share price of Andor calculated using the price
and volume of each Andor share trade between 14 August2013 and 11
November 2013 as provided by the London Stock Exchange.
(4) Based on 367.7 pence per Andor share, being an arithmetic
average of Andor's daily mid-market closing price between 14 August
2013 and 11 November 2013 as provided by the London Stock
Exchange.
(5) Based on Andor's mid-market closing price on 6 September
2013 of 365.0 pence per share, as provided by the London Stock
Exchange.
Enquiries
Oxford Instruments Jonathan Flint, Chief Executive Tel: +44 1865 393200
plc Kevin Boyd, Group Finance Director
Evercore Bernard Taylor Tel: +44 20 7653 6000
(Financial Adviser to Oxford Julian Oakley
Instruments)
A copy of this announcement will be available at
www.oxford-instruments.com. The content of the website referred to
in this announcement is not incorporated into and does not form
part of this announcement.
Dealing Disclosure Requirements
Under Rule 8.3(a) of the Code, any person who is interested in
1% 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 pm (London time) on the 10(th) business day
following the commencement of the offer period and, if appropriate,
by no later than 3.30 pm (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 Code, any person who is, or becomes,
interested in 1% 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, 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 pm (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 Takeover 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. If you are in any doubt as to whether you are required
to make an Opening Position Disclosure or a Dealing Disclosure, you
should contact the Panel's Market Surveillance Unit on +44 (0)20
7638 0129.
Evercore, the marketing name for Evercore Partners International
LLP, which is authorised in the United Kingdom by the Prudential
Regulation Authority and regulated by the Financial Conduct
Authority, is acting exclusively for Oxford Instruments and no one
else in connection with the matters referred to in this
announcement, and will not be responsible to anyone other than
Oxford Instruments for providing the protections afforded to its
clients or for providing advice in relation to the matters referred
to in this announcement.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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