NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY (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 UNDER RULE 2.7 OF THE CODE. THERE CAN BE NO CERTAINTY THAT ANY FIRM OFFER WILL BE MADE OR AS TO THE TERMS ON WHICH ANY FIRM OFFER MAY BE MADE
This announcement contains inside information
For immediate release |
2 July 2018 |
Consort Medical plc
("Consort" or the "Company")
Consort Non-Binding Proposal for Carclo plc
Consort announces that, following a meeting between Consort and Carclo plc ("Carclo") on 25 May 2018, it submitted a letter on 29 May 2018 setting out a non-binding proposal for a potential acquisition of Carclo (the "Proposal"). The Proposal valued each share in Carclo at 116 pence per share and the consideration was to be in the form of new shares in Consort. As of 29 June 2018 (being the last trading day prior to this announcement), this implied an exchange ratio of 0.0973 Consort shares for each Carclo share. The letter also contained a request for a meeting between senior executives of the two companies to explore the Proposal and its merits in more detail.
The Board of Carclo rejected the Proposal on 1 June 2018 and has subsequently rejected further requests from Consort for a meeting.
The terms of the Proposal represent a premium of approximately 43.6 per cent. to the Carclo closing share price of 80.8 pence on 29 June 2018 (being the last trading day prior to this announcement).
The Board of Consort believes that the Proposal offers shareholders in Carclo an attractive upfront premium along with meaningful participation in the value creation over time as benefits of combining Bespak and Carclo Technical Plastics are realised.
The Board of Consort believes there are a number of attractive benefits arising from the combination of Bespak and Carclo Technical Plastics, as set out below:
· The combined Bespak/Technical Plastics would have a global manufacturing footprint with a strengthened presence in Europe, and new geographies for Consort in Asia and North America;
· The combined Bespak/Technical Plastics would create a market leading drug-delivery CDMO business with expanded positions in injectables and diagnostics in addition to enlarged scale and broadened product portfolios;
· The combined business would have enhanced capabilities including precision tool making;
· The complementary nature of the Bespak and Technical Plastics customer bases would allow the enlarged business to create value from cross-selling opportunities over the medium-term; and
· Consort would seek to apply its proven track record of increasing profit margins to the Technical Plastics business.
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In addition to these benefits, Consort believes that there would be the opportunity to extract cost synergies from eliminating the overlap in costs between Consort and Carclo.
The Board of Consort will continue to evaluate Carclo's LED Technologies and Aerospace businesses during due diligence to assess whether Consort would seek to retain or dispose of each of the businesses following the completion of the transaction. The proceeds of any subsequent disposal of either of these businesses would allow Consort to repay debt or reinvest in the combined core business.
Consort reserves the right to introduce other forms of consideration and/or to vary the composition of consideration.
In addition, pursuant to Rule 2.5 of the Code, Consort reserves the right to set aside the financial terms referred to in this announcement and/or at any time to make an offer on less favourable terms, in the following circumstances:
(i) with the agreement or recommendation of the Board of Carclo;
(ii) if a third party announces a firm intention to make an offer for Carclo on less favourable terms; or
(iii) following the announcement by Carclo of a whitewash transaction pursuant to the Code.
Consort also reserves the right to reduce the consideration by the amount of any dividend (or other distribution) which is paid or becomes payable by Carclo to its shareholders following the date of this announcement.
The exchange ratio referred to in this announcement is the exchange ratio of Consort shares to Carclo shares as at 29 June 2018, based on the Proposal of 116 pence per Carclo share, which is provided for information purposes only and is subject to change. Consort shall not be bound by this exchange ratio.
There can be no certainty that any further proposal or offer will be forthcoming.
A further announcement will be made as and when appropriate.
In accordance with Rule 2.6(a) of the Code, Consort is required, by not later than 5.00 p.m. on 30 July 2018, to either announce a firm intention to make an offer for Carclo in accordance with Rule 2.7 of the Code or announce that it does not intend to make an offer for Carclo, in which case the announcement will be treated as a statement to which Rule 2.8 of the Code applies. This deadline can only be extended with the consent of the Panel on Takeovers and Mergers in accordance with Rule 2.6(c) of the Code.
The person responsible for arranging for the release of this announcement on behalf of Consort is Paul Hayes.
Notes
The implied exchange ratio of 0.0973 Consort shares for each Carclo share is calculated using the Proposal of 116 pence per Carclo share divided by the Consort closing share price of 1,192 pence on 29 June 2018 as provided by Bloomberg.
Enquiries:
Consort Medical plc |
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+44 (0) 1442 867 920 |
Jonathan Glenn - Chief Executive Officer |
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Paul Hayes - Chief Financial Officer |
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Evercore (Financial Adviser to Consort) |
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+44 (0) 20 7653 6000 |
Julian Oakley Alan Beirne |
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Investec Bank plc (Joint Corporate Broker to Consort) |
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+44 (0) 20 7597 5970 |
Gary Clarence Carlton Nelson |
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RBC Capital Markets (Joint Corporate Broker to Consort) |
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+44 (0) 20 7653 4000 |
Marcus Jackson Elliot Thomas |
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FTI Consulting |
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+44 (0) 20 3727 1000 |
Ben Atwell Simon Conway |
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In accordance with Rule 26.1 of the Code, a copy of this announcement will be available at www.consortmedical.com by not later than 12 noon on 3 July 2018. The content of the website referred to in this announcement is not incorporated into and does not form part of this announcement.
This announcement is not intended to, and does not, constitute, represent or form part of any offer, invitation or solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities whether pursuant to this announcement or otherwise.
The distribution of this announcement in jurisdictions outside the United Kingdom may be restricted by law or regulation and therefore any person who comes into possession of this announcement should inform themselves about, and comply with, such restrictions. Any failure to comply with such restrictions may constitute a violation of the securities laws or regulations of any such relevant jurisdiction.
About Consort
Consort Medical plc is a leading, global, single source drug and delivery device company (CDMO). We are at the leading edge of innovation and we are committed to investing in patient, clinician and customer driven innovation to create new treatments, new markets and new opportunities.
Our businesses
Bespak is a global market leader in the manufacture of drug delivery devices for pharmaceutical partner companies, including respiratory, nasal, and injectable products, and the manufacture of devices for the point of care diagnostics market. https://bespak.com.
Aesica is a leading provider of finished dose and active pharmaceutical ingredient (API) development and manufacturing services to pharmaceutical partners. www.aesica-pharma.com.
We employ c.2,000 people globally of which c.1,400 are located in the UK. We have UK facilities in King's Lynn, Cambridge, Nelson, Milton Keynes, Cramlington, Queenborough and Hemel Hempstead, German facilities in Monheim and Zwickau and a facility in Pianezza, Italy. Consort is a public company quoted on the premium list of the London Stock Exchange. www.consortmedical.com.
Rule 2.9 Information
In accordance with Rule 2.9 of the Code, Consort confirms that, as at the date of this announcement, it has issued share capital consisting of 49,288,251 ordinary shares of 10 pence each. There are no ordinary shares held in treasury. The ordinary shares trade on the Main Market of the London Stock Exchange. The International Securities Identification Number (ISIN) of the ordinary shares is GB0000946276.
Disclosure Requirements of the Code
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 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 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 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) 207 638 0129.
Important Notice
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 Consort Medical plc 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 Consort Medical plc for providing the protections afforded to clients of Evercore, nor for providing advice in relation to the matters referred to in this announcement. 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 or in tort, under statute or otherwise) to any person who is not a client of Evercore in connection with this announcement, any statement contained therein or otherwise.
Investec Bank plc, which is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority in the United Kingdom, is acting exclusively for Consort Medical plc and no one else in connection with the subject matter of this announcement and will not be responsible to anyone other than Consort Medical plc for providing the protections afforded to its clients or for providing advice in connection with the subject matter of this announcement.
RBC Europe Limited ("RBC Capital Markets"), which is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority in the United Kingdom, is acting exclusively for Consort Medical plc and for no one else in connection with the subject matter of this announcement and will not be responsible to anyone other than Consort Medical plc for providing the protections afforded to its clients or for providing advice in connection with the subject matter of this announcement.
