TIDMSXS TIDMOXIG
RNS Number : 7797D
Spectris PLC
07 March 2022
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
THIS IS AN ANNOUNCEMENT FALLING UNDER RULE 2.8 OF THE CITY CODE
ON TAKEOVERS AND MERGERS (THE "CODE")
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
FOR IMMEDIATE RELEASE
7 March 2022
Spectris plc
Termination of discussions between Spectris plc and Oxford
Instruments plc
Whilst the Board of Spectris plc ("Spectris") continues to
believe there is a compelling strategic and financial rationale for
a combination of Spectris and Oxford Instruments plc ("Oxford
Instruments"), the advent of war in Ukraine, with its deplorable
events, has created significant uncertainty in global economic
conditions. Since there is no certainty as to when the situation
will be resolved, and market conditions will improve, the Board has
concluded that the proposed combination is no longer in
shareholders' best interests at the current time. Therefore,
discussions regarding the possible offer by Spectris for the entire
issued and to be issued share capital of Oxford Instruments have
been terminated.
In accordance with the Code, Spectris has confirmed to Oxford
Instruments it has no intention of proceeding to make a firm offer
for Oxford Instruments and consequently is bound by the
restrictions under Rule 2.8 of the Code, save in the circumstances
set out below.
Andrew Heath, Chief Executive of Spectris, commented:
"Oxford Instruments is a quality company and the strategic and
financial rationale for a combination of our businesses is highly
compelling. However, with the invasion of Ukraine, the world has
changed since our proposed offer was made regarding a combination
of our businesses, bringing a high degree of uncertainty to the
economic outlook around the world. While we believe this
combination is a great opportunity for both companies, the timing
is no longer right and we have brought our discussions to a close.
The appalling events in Ukraine are extremely distressing. Though
we have no businesses in Ukraine, we are doing everything we can to
help colleagues whose families are impacted and support the relief
effort for the people of Ukraine."
Important Takeover Code (the "Code") notes
This is a statement to which Rule 2.8 of the Code applies.
Under Note 2 on Rule 2.8 of the Code, Spectris reserves the
right to announce an offer or possible offer or make or participate
in an offer or possible offer for Oxford Instruments or to take any
other action which would otherwise be restricted under Rule 2.8 of
the Code within six months following the date of this announcement
in the following circumstances:
a. with the agreement of the board of Oxford Instruments;
b. if a third party announces a firm intention to make an offer for Oxford Instruments;
c. if Oxford Instruments announces a Rule 9 waiver (see Note 1
of the Notes on Dispensations from Rule 9) or a reverse takeover
(as defined in the Code); or
d. if the Panel on Takeovers and Mergers determines that there
has been a material change of circumstances.
Publication on a website
In accordance with Rule 26.1 of the Code, a copy of this
announcement will be available at www.Spectris.com. The content of
the website referred to in this announcement is not incorporated
into and does not form part of this announcement.
The person responsible for arranging for the release of this
announcement on behalf of Spectris is Mark Serföz .
Enquiries
Spectris plc
Siobhán Andrews, Head of Corporate Affairs
+44 20 4551 4549 / +44 7920 230093
Rothschild & Co, Lead Financial Adviser
Ravi Gupta / Alistair Allen
+44 20 7280 5000
Jefferies International Limited, Financial Adviser and Corporate
Broker
Tony White / Paul Bundred / Marc Potel
+44 20 7029 8000
Tulchan Communications, PR Adviser
Martin Robinson / Mark Burgess
+44 20 7353 4200
Important notice related to financial adviser
N.M. Rothschild & Sons Limited ("Rothschild & Co"),
which is authorised and regulated by the Financial Conduct
Authority in the United Kingdom, is acting exclusively for Spectris
plc and for no one else in connection with the subject matter of
this announcement and will not be responsible to anyone other than
Spectris plc for providing the protections afforded to its clients
or for providing advice in connection with the subject matter of
this announcement.
Jefferies International Limited ("Jefferies"), which is
authorised and regulated by the FCA in the United Kingdom, is
acting as financial adviser and corporate broker exclusively for
Spectris and no one else in connection with the Possible Offer and
will not be responsible to anyone other than Spectris for providing
the protections afforded to clients of Jefferies nor for providing
advice in relation to the Possible Offer or any other matters
referred to in this announcement. Neither Jefferies nor any of its
affiliates (nor their respective directors, officers, employees or
agents) 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, the Possible Offer or otherwise.
Additional Information
This announcement is not intended to, and does not, constitute
or form part of any offer, invitation or the solicitation of an
offer to purchase, otherwise acquire, subscribe for, sell or
otherwise dispose of, any securities, or the solicitation of any
vote or approval in any jurisdiction, pursuant to this announcement
or otherwise. The distribution of this announcement in
jurisdictions other than the United Kingdom may be affected by the
laws of relevant jurisdictions.
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END
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(END) Dow Jones Newswires
March 07, 2022 02:00 ET (07:00 GMT)
Oxford Instruments (LSE:OXIG)
과거 데이터 주식 차트
부터 6월(6) 2024 으로 7월(7) 2024
Oxford Instruments (LSE:OXIG)
과거 데이터 주식 차트
부터 7월(7) 2023 으로 7월(7) 2024