15th Feb 2012 07:00
FOR IMMEDIATE RELEASE
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
15 February 2012
SHARE OFFER
for Synchronica plc ("Synchronica") by Myriad Group AG ("Myriad")
Myriad's Response to Synchronica's Trading Update and Advice to Synchronica Shareholders
On 31 January 2012, Myriad Group AG ("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 ("Synchronica") (the "Offer").
Myriad has noted the Synchronica's trading update and advice to Synchronica Shareholders announcement, released on 14 February 2012, and rejects the notion that Synchronica Shareholders should not accept the formal offer by Myriad when it is made. The rationale for this rejection and the reasons to support the Offer will be set out in the Offer Document.
Myriad also confirms that it has spoken with certain institutional Synchronica Shareholders, and with the major institutional Myriad Shareholders.
In the interim, Myriad requests Synchronica to confirm that the cash sum arising under the Nokia deferred consideration agreement has been paid on its due date, which Myriad understands was 9 February 2012.
The Board of Myriad continues to believe the enlarged group would give Synchronica Shareholders an investment in a company with a larger established base of installed 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.
General
Defined terms used in this announcement have the same meaning as set out in the announcement made in accordance with Rule 2.7 of the City Code dated 31 January 2012.
A copy of this announcement is available at www.myriadgroup.com
Myriad will dispatch the Offer Document, and make publicly available the Prospectus Equivalent Document in respect of the New Myriad Shares to be issued in connection with the Offer, to Synchronica Shareholders and, for information only, to holders of share options and warrants in Synchronica as soon as practicable and, in any event on or before 28 February 2012.
Enquiries:
Myriad | |
Simon Wilkinson, Chief Executive Officer | Tel: 0161 249 5400 |
www.myriadgroup.com | |
Zeus Capital Limited | |
(Financial Adviser to Myriad) | |
Richard Hughes | Tel: 0161 831 1512 |
Ross Andrews | www.zeuscapital.co.uk |
Nick Cowles | |
Andrew Jones | |
Big Stick Communications | |
(Public Relations Adviser to Myriad) | |
Jonathan Simnett | Tel: 07976 227224 |
The Myriad Directors accept responsibility for the information contained in this announcement save that the only responsibility accepted by them in respect of such information as relates to Synchronica (which has been compiled from publicly available information) has been to ensure that such information has been correctly and fairly reproduced and compiled. To the best of the knowledge and belief of the Myriad Directors (who have taken all reasonable care to ensure that such is the case), the information contained in this announcement is in accordance with the facts and does not omit anything likely to affect the import of such information.
Zeus Capital Limited, 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 Limited, 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 Form of Acceptance, which will contain the full terms and conditions of the Offer, including details of how to accept the Offer, and the Prospectus Equivalent Document. Please read carefully the Offer Document and the Prospectus Equivalent Document in their 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 and the Prospectus Equivalent Document.
Myriad reserves the right to elect, with the consent of the Panel (where necessary), to implement the acquisition of Synchronica by way of a court-approved scheme of arrangement in accordance with Part 26 of the Companies Act 2006. In such event, the acquisition will be implemented on substantially the same terms, subject to appropriate amendments, as those which would apply to the Offer.
Forward-looking Statements
This announcement contains statements that are, or may be, forward-looking statements. All statements other than statements of historical facts included in this announcement may be forward-looking statements. Without limitation, any statements preceded or followed by or that include words such as "target", "plan", "believe", "expect", "aim", "intend", "will", "should", "could", "would", "may", "consider", "anticipate", "estimate", "synergy", "cost saving", "project", "goal" or "strategy" or words or terms of similar substance or the negative of such words are forward-looking statements. Forward-looking statements include statements relating to the following: (i) the expected timetable for implementing the Offer, future capital expenditures, expenses, revenues, earnings, synergies, economic performance, indebtedness, financial condition, dividend policy, losses and future prospects of Myriad or Synchronica or the Combined Group; (ii) business and management strategies and the expansion and growth of Myriad's, Synchronica's or the Combined Group's operations and potential synergies resulting from the Offer by Myriad for Synchronica; and (iii) the effects of government regulation on Myriad's, Synchronica's or the Combined Group's respective businesses.
These forward-looking statements are not guarantees of future financial performance. Except as expressly provided in this announcement, they have not been reviewed by the auditors of Myriad or Synchronica. Such forward-looking statements involve known and unknown risks and uncertainties that could significantly affect expected results and are based on certain key assumptions. Many factors could cause actual results to differ materially from those projected or implied in any forward-looking statements. Due to such uncertainties and risks, readers are cautioned not to place undue reliance on such forward-looking statements, which speak only as of the date hereof. All subsequent oral or written forward-looking statements attributable to Myriad or any of its members, directors, officers or employees or any persons acting on their behalf are expressly qualified in their entirety by the cautionary statement above. Myriad disclaims any obligation to update any forward-looking or other statements contained herein, except as required by applicable law. All forward-looking statements included in this document are based on information available to Myriad on the date of this announcement and are made only as of the date of this announcement. Undue reliance should not be placed on such forward-looking statements.
Subject to compliance with the City Code, Myriad does not intend, nor undertakes any obligation, to update any information contained in this document, except as required by applicable law.
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(s). 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, 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. Persons who are subject to the laws of any jurisdiction other than the United Kingdom should obtain professional advice and observe any applicable requirements.
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.
This document does not constitute an offer in, or into, Canada. Any offer made to Canadian Synchronica Shareholders will be made in accordance with applicable Canadian securities laws. Documents relating to the Offer applicable to Canadian Synchronica Shareholders will be mailed in accordance with applicable Canadian securities laws and made available on the System for Electronic Document Analysis and Retrieval at www.sedar.com under Synchronica's profile.
Opening position disclosure
On 16 January 2012 and 17 January 2012, Myriad disclosed the details required to be disclosed by it under Rule 8.1(a) of the City Code.
Publication on website
A copy of this announcement is available free of charge, subject to certain restrictions relating to persons resident in any Restricted Jurisdiction, on Myriad's website at www.myriadgroup.comand will remain available during the course of the Offer.
Related Shares:
Syncona