Andor Technology plc Response to possible offer from Oxford Instruments (3672U)
02 Décembre 2013 - 8:01AM
UK Regulatory
TIDMAND TIDMOXIG
RNS Number : 3672U
Andor Technology plc
02 December 2013
2 December 2013
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART
IN OR INTO ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A
VIOLATION OF ANY RELEVANT LAWS OR REGULATIONS OF THAT
JURISDICTION
Andor Technology plc
Response to possible offer by Oxford Instruments plc
The Board of Andor Technology plc ("Andor" or the "Company")
provides the following update on its position in respect of the
possible offer by Oxford Instruments plc ("Oxford Instruments") to
acquire the entire issued and to be issued share capital of Andor
for 500 pence per share in cash (the "Possible Offer").
On 27 November 2013 the Board of Andor received a further letter
from the Chairman of Oxford Instruments setting out the terms and
remaining pre-conditions of the Possible Offer, as stated in Oxford
Instruments' concurrent announcement on 27 November 2013. The Board
of Andor has considered the Possible Offer and is disappointed that
Oxford Instruments was not able to increase its offer price in
light of the considerable management time that has been spent in
helping Oxford Instruments understand Andor's business and its
future prospects.
The Board of Andor is mindful of its obligations and fiduciary
duties to maximise value for the Company's shareholders and,
therefore, is in the process of fully evaluating the Company's
strategic alternatives. These include pursuing its long term
stand-alone growth strategy as well as actively soliciting a
recommendable offer from Oxford Instruments or any other third
parties.
As this process has not yet concluded the Board urges Andor
shareholders to take no action in respect of the Possible Offer at
this time.
The Company will keep Andor shareholders informed of relevant
developments and a further announcement will be made, as
appropriate.
Andor shareholders should note that there can be no certainty
that an offer will be made nor as to the terms on which any offer
might be made.
Rule 2.6(a) of the City Code on Takeovers and Mergers (the
"Code"), requires that Oxford Instruments, by not later than 5.00
p.m. on 10 December 2013 (the "relevant deadline"), either
announces a firm intention to make an offer for Andor in accordance
with Rule 2.7 of the Code or announces that it does not intend to
make an offer, in which case the announcement will be treated as a
statement to which Rule 2.8 of the Code applies. This deadline can
be extended with the consent of the Takeover Panel in accordance
with Rule 2.6(c) of the Code.
Enquiries:
Andor Technology +44 (0) 28 9023
plc Conor Walsh, Chief Executive 7126
Alan Lilley, Finance Director
Matt Dixon / Tracey Bowditch +44 (0) 20 7831
FTI Consulting / Jessica Liebmann 3113
Jefferies International
(Financial Adviser Dominic Lester / Tariq +44 (0)20 7029
to Andor) Hussain 8000
Investec
(Nominated Adviser
& Corporate Broker Keith Anderson / Dominic +44 (0) 20 7597
to Andor) Emery 4000
Jefferies International Limited, which is authorised and
regulated in the United Kingdom by the Financial Conduct Authority,
is acting exclusively for Andor and no one else in connection with
matters described in this announcement and will not be responsible
to anyone other than Andor for providing the protections afforded
to clients of Jefferies International Limited nor for providing
advice in relation to matters described in this announcement.
Investec Investment Banking, a division of Investec Bank plc,
which is authorised by the Prudential Regulation Authority and
regulated in the United Kingdom by the Prudential Regulation
Authority and the Financial Conduct Authority, is acting
exclusively for Andor and no one else in connection with matters
described in this announcement and will not be responsible to
anyone other than Andor for providing the protections afforded to
clients of Investec Investment Banking nor for providing advice in
relation to matters described in this announcement.
Dealing and Disclosure requirements of the City Code of
Takeovers and Mergers (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 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% 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 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.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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