TIDMOXIG TIDMAND
RNS Number : 3727X
Oxford Instruments PLC
10 January 2014
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
FOR IMMEDIATE RELEASE
10 January 2014
RECOMMENDED CASH OFFER
FOR
ANDOR TECHNOLOGY PLC ("ANDOR")
BY
OXFORD INSTRUMENTS NANOTECHNOLOGY TOOLS HOLDINGS LIMITED
("OINTH")
A WHOLLY-OWNED SUBSIDIARY OF OXFORD INSTRUMENTS PLC
Offer update
On 10 December 2013 the boards of Oxford Instruments plc and
Andor announced that they had reached agreement on the terms of a
recommended cash offer to be made by OINTH, a wholly-owned
subsidiary of Oxford Instruments plc (together with OINTH, "Oxford
Instruments"), for the entire issued and to be issued share capital
of Andor (the "Offer").
The full terms of, and conditions to, the Offer together with
the procedures for acceptance were set out in the offer document
issued by Oxford Instruments on 17 December 2013 (the "Offer
Document") and, in respect of Andor Shares held in certificated
form, in the Form of Acceptance.
Terms and expressions used in this announcement shall, unless
the context requires otherwise, have the same meanings as given to
them in the Offer Document.
As set out in the Offer Document, the Offer is conditional upon,
inter alia, the German Federal Cartel Office approving the
consummation of the Offer under the German Act Against Restraints
of Competition (Gesetz gegen Wettbewerbsbeschränkungen) (the "GWB")
unconditionally or, if approved with conditions, on such conditions
reasonably satisfactory to OINTH.
On 9 January 2014 Oxford Instruments received confirmation from
the German Federal Cartel Office that it has approved the
consummation of the Offer under the GWB without conditions.
Accordingly condition 1(b) of the Offer, as set out in Part A of
Appendix 1 to the Offer Document, has been satisfied.
As set out in the announcement issued by Oxford Instruments on 8
January 2014, the Offer, which remains subject to the terms and
conditions set out in the Offer Document, will remain open for
acceptances until 1.00 p.m. (London time) on 21 January 2014.
Enquiries:
Oxford Instruments plc Tel: +44 (0)1865 393 200
Jonathan Flint (Chief Executive)
Kevin Boyd (Group Finance Director)
Evercore (Lead Financial Adviser to Tel: +44 (0)20 7653 6000
Oxford Instruments)
Bernard Taylor
Julian Oakley
J.P. Morgan Cazenove (Joint Financial Tel: +44 (0)20 7777 2000
Adviser and Corporate Broker to Oxford
Instruments)
Robert Constant
Richard Perelman
MHP Communications (PR Adviser to Tel: +44 (0)20 3128 8100
Oxford Instruments)
Rachel Hirst
This announcement is not intended to and does not constitute or
form part of any offer or invitation to sell or purchase any
securities or the solicitation of an offer to purchase,
otherwise acquire, subscribe for, sell or otherwise dispose of
any securities, pursuant to the Offer or otherwise, nor shall there
be any sale, issue or transfer of the securities referred to in
this announcement in or into any jurisdiction in contravention of
any applicable law. The Offer will be made solely by the Offer
Document (together with, in the case of Andor Shares in
certificated form, the Form of Acceptance), which will contain the
full terms and conditions of the Offer, including details of how
the Offer may be accepted. Andor Shareholders should carefully read
the Offer Document (and, if they hold their Andor Shares in
certificated form, the Form of Acceptance) in its entirety before
making a decision with respect to the Offer.
Evercore is acting as lead financial adviser to Oxford
Instruments on the Offer, with J.P. Morgan Cazenove acting as joint
financial adviser and broker.
Evercore Partners International LLP ("Evercore"), which is
authorised and regulated in the United Kingdom by the Financial
Conduct Authority, is acting as financial adviser exclusively for
Oxford Instruments and no one else in connection with the Offer and
will not regard any other person as its client in relation to the
matters referred to in this announcement and will not be
responsible to anyone other than Oxford Instruments for providing
the protections afforded to clients of Evercore, nor for providing
advice in relation to the matters referred to in this
announcement.
J.P. Morgan Limited, which conducts its UK investment banking
businesses as J.P. Morgan Cazenove ("J.P. Morgan Cazenove"), is
authorised and regulated in the United Kingdom by the Financial
Conduct Authority. J.P. Morgan Cazenove is acting as joint
financial adviser and corporate broker exclusively for Oxford
Instruments and no one else in connection with the matters referred
to in this announcement and will not regard any other person as its
client in relation to the matters referred to in this announcement
and will not be responsible to anyone other than Oxford Instruments
for providing the protections afforded to clients of J.P. Morgan
Cazenove, nor for providing advice in relation to the matters
referred to in this announcement.
Dealing Disclosure Requirements
Under Rule 8.3(a) of the Code, any person who is interested in
one 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 tenth 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 one 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,
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 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.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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