28th Feb 2012 16:35
28 February 2012
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO THE SAME WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION
MYRIAD GROUP AG
OFFER UPDATE AND IRREVOCABLE UNDERTAKING
Share Offer for Synchronica plc ("Synchronica") by Myriad Group AG ("Myriad")
On 31 January 2012, Myriad announced the terms of a share offer to be made by Myriad for the entire issued and to be issued ordinary share capital of Synchronica plc (the "Offer"). Today, Myriad has announced that the Offer Document containing the full terms and conditions of the Offer, Forms of Acceptance and the prospectus equivalent document have been posted (or otherwise made publicly available) to Synchronica Shareholders.
Offer Update
Based on the Closing Price of a Myriad Share of CHF 4.44 and an exchange rate of CHF 1.42 to £1.00 on 24 February 2012 (the latest practicable date prior to the publication of the Offer Document), the Offer of 4.67 New Myriad Shares for every 100 Synchronica Shares now values each Synchronica Share at 14.6 pence and the entire issued share capital of Synchronica at approximately £23.18 million.
Irrevocable Undertaking to accept the Offer from Fidelity
Myriad also announces that it has received an irrevocable undertaking to accept the Offer from FIL Investments International and FIL Pensions Management, together "Fidelity", (who, collectively, the Board of Myriad understands to be the largest Synchronica shareholder) in respect of, in aggregate, 14,345,158 Synchronica Shares representing approximately 9.04 per cent. of the issued share capital of Synchronica.
The irrevocable undertaking also provides for the votes attaching to the Synchronica Shares subject to the irrevocable to be exercised in accordance with Myriad's direction in respect of resolutions at a general or class meeting of Synchronica in connection with the Offer and, specifically, the general meeting of Synchronica on or around 20 March 2012 to consider proposals between Synchronica and Intertainment Media, Inc. announced by Synchronica on 8 February 2012. For the avoidance of doubt, Myriad will direct that votes attaching to the Synchronica Shares subject to the irrevocable undertaking be cast against the resolution(s) connected with the aforementioned proposals.
Commenting on the irrevocable undertaking, Simon Wilkinson, Chief Executive Officer of Myriad said;
"We are delighted that Fidelity, an established blue chip institutional investor and Synchronica's largest shareholder has given their support to our Offer. The Board of Myriad continues to believe the enlarged group would give all Synchronica Shareholders an investment in a company with a larger established base of products, a global spread of revenues, a stronger balance sheet, an experienced management team and the potential to take advantage of significant future growth opportunities."
Capitalised terms used in this announcement have the meanings ascribed to them in the Offer Document (unless otherwise defined herein).
Note
The Fidelity irrevocable undertaking will cease to be binding in the event the Offer lapses, is withdrawn or in the event of a competing offer at a premium of 15 per cent. or more to the value of the consideration under the Offer is announced by a third party in accordance with Rule 2.7 of the City Code before 11.59pm on Day 60 of the Offer.
Enquiries:
Zeus Capital Limited | |
(Financial Adviser to Myriad) | |
Richard Hughes | Tel: 0161 831 1512 |
Nick Cowles | www.zeuscapital.co.uk |
Andrew Jones |
Zeus Capital, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for Myriad and for no one else in connection with the Offer and is not advising any other person or treating any other person as its client in relation thereto and will not be responsible to anyone other than Myriad for providing the protections afforded to clients of Zeus Capital, or for giving advice to any other person in relation to the Offer, the contents of this announcement or any other matter referred to herein.
This announcement is not intended to and does not constitute an offer to sell, or form part of, or constitute the solicitation of an offer to purchase or subscribe for or an invitation to purchase, any securities.
This announcement does not constitute a prospectus or a prospectus equivalent document. Shareholders are advised to read carefully the formal documentation in relation to the Offer once it has been despatched. The proposal for the Offer will be made solely through the Offer Document and the accompanying Forms of Acceptance, which will contain the full terms and conditions of the Offer, including details of how to accept the Offer. Please read carefully the Offer Document in its entirety before making a decision with regards to the Offer. Any acceptance or other response to the proposals should be made on the basis of the information in the Offer Document.
Dealing Disclosure Requirements
Under Rule 8.3(a) of the City 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 paper 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 paper 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 paper 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 paper offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a paper offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.
Under Rule 8.3(b) of the City 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 paper offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any paper 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 paper 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 paper 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. 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.
Overseas Jurisdictions
The release, publication or distribution of this announcement in jurisdictions other than the United Kingdom may be restricted by the laws of those jurisdictions and therefore persons into whose possession this announcement comes should inform themselves about and observe any such restrictions. Failure to comply with any such restrictions may constitute a violation of the securities laws of any such jurisdiction.
This announcement has been prepared for the purposes of complying with English law and the City Code and the 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 and regulations of any jurisdiction outside of England.
In particular, this announcement is not an offer which is being made, directly or indirectly, in or into or by the use of the mails of, or by any means or instrumentality (including, without limitation, email, facsimile transmission, telex, telephone, the internet or other forms of electronic transmission) of interstate or foreign commerce, or of any facility of a national securities exchange of a Restricted Jurisdiction and the Offer cannot be accepted by any such use, means, instrumentality or facility from or within a Restricted Jurisdiction.
Publication on website
A copy of this announcement is available free of charge on Myriads website at www.myriadgroup.com/investors/share-offer-synchronica.aspx
.
Related Shares:
Syncona