NOT FOR RELEASE,
PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN
PART, IN OR INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD
CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH
JURISDICTION
FOR IMMEDIATE
RELEASE
26 July 2017
RECOMMENDED
ACQUISITION
OF
BERENDSEN
PLC
BY
ELIS SA
TO CREATE A
PAN-EUROPEAN TEXTILE, HYGIENE AND FACILITY SERVICES LEADER
Update on
antitrust and regulatory approvals
Further to the announcement on 12
June 2017 pursuant to Rule 2.7 of the Code (the "Rule 2.7 Announcement") that the boards of Elis and
Berendsen had reached agreement on the terms of a recommended
acquisition by Elis of the entire issued and to be issued share
capital of Berendsen (the "Transaction"), Elis
and Berendsen confirm that:
-
the FCA approval for the Transaction, and the
merger control clearances for the Transaction in Germany and
Poland, have been received by Elis; and
-
based on the expected timetable of the
Transaction, it is not expected that merger control clearance for
the Transaction in Austria will be required.
The expected timetable of
principal events for the Transaction will be set out in the Scheme
Document, which will be posted to Berendsen Shareholders no later
than 31 July 2017.
A further announcement will be
made when the Scheme Document is posted to Berendsen
Shareholders.
Capitalised terms used and not
defined in this announcement have the meanings given to them in the
Rule 2.7 Announcement.
Enquiries:
Elis
Nicolas
Buron
Tel: +33 (0) 1 75 49 98 30
Brunswick -
Public Relations Adviser to Elis
Jonathan Glass / Tom
Burns
Tel: +44 (0) 20 7404 5959
Thomas Kamm / Aurélia de
Lapeyrouse
Tel: +33 (0) 1 53 96 83 83
Lazard & Co.,
Limited - Financial Adviser to Elis
William Rucker / William Lawes /
Tel: +44 (0) 20 7187 2000
Vasco Litchfield / Eugene Schreider
Pierre Tattevin / Charles
Duhamel
Tel: +33 (0) 1 44 13 01 11
Zaoui & Co
Ltd - Financial Adviser to Elis
Yoel Zaoui / Michael Zaoui / Serge
Mouracade
Tel: +44 (0) 20 7290 5580
Deutsche Bank -
Financial Adviser and Corporate Broker to Elis
Neil Collingridge / Chris Raff / Simon
Hollingsworth
Tel: +44 (0) 20 7545 8000
Berendsen
Pete
Young
Tel: +44 (0) 7825 297 198
Credit Suisse -
Financial adviser to Berendsen
Jonathan Grundy / Joe Hannon / Vasyl
Dutchak
Tel: +44 (0) 20 7888 8888
J.P. Morgan
Cazenove - Financial adviser and joint corporate broker to
Berendsen
Robert Constant / Dwayne Lysaght / Richard
Walsh
Tel: +44 (0) 20 7742 4000
HSBC Bank plc -
Financial adviser and joint corporate broker to Berendsen
Mark Dickenson / Philip Noblet / Keith Welch
Tel: +44 (0) 20 7991 8888
FTI
Consulting
Richard
Mountain
Tel: +44 (0) 20 3727 1374
Further
information
Lazard & Co., Limited
("Lazard"), which is authorised and regulated
in the United Kingdom by the Financial Conduct Authority, is acting
exclusively as financial adviser to Elis and no one else in
connection with the Transaction and will not be responsible to
anyone other than Elis for providing the protections afforded to
clients of Lazard & Co., Limited nor for providing advice in
relation to the Transaction and matters referred to in this
Announcement. Neither Lazard & Co., Limited nor any of its
affiliates 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 Lazard & Co., Limited in connection with the Transaction,
this Announcement, any statement contained herein or otherwise.
Zaoui & Co Ltd ("Zaoui & Co") is authorised and regulated in the
United Kingdom by the Financial Conduct Authority. Zaoui & Co
is acting exclusively as financial adviser for Elis and no one else
in connection with the matters set out in this Announcement and
will not regard any other person as its client in relation to the
matters in this Announcement and will not be responsible to anyone
other than Elis for providing the protections afforded to clients
of Zaoui & Co, nor for providing advice in relation to any
matter referred to herein.
Deutsche Bank AG is authorised
under German Banking Law (competent authority: European Central
Bank) and, in France, by the Autorité de Contrôle
Prudentiel et de Résolution. It is subject to supervision by
the European Central Bank and by BaFin, Germany's Federal Financial
Supervisory Authority, and is subject to limited regulation in
France by the AMF. Details about the extent of its authorisation
and regulation by BaFin, the Autorité de Contrôle
Prudentiel et de Résolution and the AMF are available on
request. Deutsche Bank is acting as financial adviser and corporate
broker to Elis and no one else in connection with the Transaction
or the contents of this Announcement and will not be responsible to
anyone other than Elis for providing the protections afforded to
clients of Deutsche Bank or for providing advice in relation to the
Transaction or any other matters referred to herein.
Credit Suisse International
("Credit Suisse"), which is authorised by the
PRA and regulated by the FCA and the PRA in the United Kingdom, is
acting as financial adviser exclusively for Berendsen and no one
else in connection with the matters set out in this announcement
and will not be responsible to any person other than Berendsen for
providing the protections afforded to clients of Credit Suisse, nor
for providing advice in relation to the content of this
announcement or any matter referred to herein. Neither Credit
Suisse nor any of its subsidiaries, branches or affiliates 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 Credit Suisse in
connection with this announcement, any statement contained herein
or otherwise.
J.P. Morgan Limited, which
conducts its UK investment banking business as J.P. Morgan Cazenove
("J.P. Morgan Cazenove"), is authorised and
regulated by the Financial Conduct Authority in the UK. J.P. Morgan
Cazenove is acting exclusively as financial adviser to Berendsen
and no one else in connection with the matters set out in this
announcement and will not regard any other person as its client in
relation to the matters set out in this announcement and will not
be responsible to anyone other than Berendsen for providing the
protections afforded to clients of J.P. Morgan Cazenove or its
affiliates, or for providing advice in relation to the contents of
this announcement or any other matter referred to herein.
HSBC Bank plc ("HSBC"), which is authorised by the Prudential
Regulation Authority and regulated in the United Kingdom by the FCA
and the Prudential Regulation Authority, is acting as financial
adviser to Berendsen and for no one else in connection with the
contents of this announcement and will not be responsible to anyone
other than Berendsen for providing the protections afforded to its
clients or for providing advice in relation to the contents of this
announcement or any other matters referred to in this
announcement.
Notice to US
Investors
The New Elis Shares proposed to be
allotted and issued to holders of Berendsen Shares in connection
with the Transaction have not been and will not be registered under
the US Securities Act or under the securities laws of any state or
other jurisdiction of the United States. Accordingly, the New
Elis Shares may not be offered, sold, resold, delivered,
distributed or otherwise transferred, directly or indirectly, in or
into the United States absent registration under the US Securities
Act or an exemption therefrom. This announcement does not
constitute an offer to sell or the solicitation of an offer to buy
nor shall there be any sale of the New Elis Shares in the United
States or in any state of the United States in which such offer,
solicitation or sale would be unlawful prior to qualification under
the securities laws of any such state. The New Elis Shares are
expected to be issued in the United States in reliance upon the
exemption from the registration requirements of the US Securities
Act provided by Section 3(a)(10) thereof. Berendsen
Shareholders (whether or not US persons) who are or will be
affiliates (within the meaning of the US Securities Act) of Elis
prior to or after the date on which the Transaction becomes
effective will be subject to certain restrictions on transfers of
the New Elis Shares received pursuant to the
Transaction. Otherwise, the New Elis Shares generally should
not be treated as "restricted securities" within the meaning of
Rule 144(a)(3) under the US Securities Act and persons who receive
securities under the Transaction (other than "affiliates"
thereunder) may resell them without restriction under the US
Securities Act.
None of the New Elis Shares have
been approved or disapproved by the US Securities and Exchange
Commission, any state securities commission in the United States or
any other US regulatory authority, nor have such authorities passed
upon or determined the fairness or merits of such securities or
upon the adequacy or accuracy of the information contained in this
document. Any representation to the contrary is a criminal
offence in the United States.
Disclosure
requirements of the Code
Under Rule 8.3(a) of the 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 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 pm (London time) on the 10th
business day following the commencement of the offer period and, if
appropriate, by no later than 3.30 pm (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 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(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 pm (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. 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.
Publication on
website
This announcement will be
available on Elis' website (www.corporate-elis.com) and Berendsen's
website (www.berendsen.com) by no later than 12 noon (London time)
on [27] July 2017, but will not be available to persons in any
jurisdiction where this would violate applicable law. For the
avoidance of doubt, the content of such websites is not
incorporated into and does not form part of this document.
Elis & Berendsen - Regulatory
approvals press release (English)
This
announcement is distributed by Nasdaq Corporate Solutions on behalf
of Nasdaq Corporate Solutions clients.
The issuer of this announcement warrants that they are solely
responsible for the content, accuracy and originality of the
information contained therein.
Source: Elis via Globenewswire
Elis (EU:ELIS)
Graphique Historique de l'Action
De Mar 2024 à Avr 2024
Elis (EU:ELIS)
Graphique Historique de l'Action
De Avr 2023 à Avr 2024