TIDMCLL
RNS Number : 9612U
Cello Health PLC
03 August 2020
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION 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
FOR IMMEDIATE RELEASE
3 August 2020
Recommended Cash Acquisition
of
Cello Health plc ( "Cello")
by
Pharma Value Demonstration Bidco Limited ( "Bidco"),
a newly incorporated company wholly owned by Value Demonstration
UK Holdings Limited, a company backed by Arsenal Capital Partners V
LP and Arsenal Capital Partners V-B LP
Results of Court Meeting and General Meeting
On 1 July 2020, Cello and Bidco announced that they had agreed
the terms of a recommended all-cash acquisition of the entire
issued and to be issued ordinary share capital of Cello by Bidco
(the "Acquisition"). The Acquisition is being implemented by means
of a Court-sanctioned scheme of arrangement under Part 26 of the
Companies Act (the "Scheme").
The Court Meeting to consider and, if thought fit, approve the
Scheme and the General Meeting to consider and, if thought fit,
pass the Special Resolution relating to the Acquisition were each
held today and Cello is pleased to announce that;
-- holders of Scheme Shares voted to approve the Scheme at the Court Meeting; and
-- Cello Shareholders voted to approve the Special Resolution at the General Meeting.
Numbers of Scheme Shareholders voting and votes cast at Court
Meeting
The results of the poll at the Court Meeting held today were as
follows:
Number of % of Scheme Number of % of Scheme Number of
Scheme Shares Shares voted Scheme Shareholders Shareholders Scheme Shares
voted who voted who voted voted as a
% of the issued
ordinary share
capital
FOR 58,573,704 96.75% 122 22.14% 54.90%
--------------- -------------- --------------------- -------------- -----------------
AGAINST 1,968,743 3.25% 11 2.00% 1.85%
--------------- -------------- --------------------- -------------- -----------------
TOTAL 60,542,447 100% 133 24.14% 56.75%
--------------- -------------- --------------------- -------------- -----------------
Votes cast at General Meeting
The results of the poll on the Special Resolution at the General
Meeting held today were as follows:
For (1) Against Total Withheld
(2)
No. of votes % of votes No. of votes % of votes No. of votes No. of votes
----------- ------------- ----------- ------------- -------------
60,265,987 99.86% 86,084 0.14% 60,352,071 33,645
----------- ------------- ----------- ------------- -------------
Notes:
(1) Includes any proxy appointments which gave discretion to the
Chairman.
(2) A withheld vote is not a vote in law and, accordingly, is
not counted in the calculation of the proportion of votes "For" and
"Against" the resolution concerned.
Next steps and timetable
The Scheme remains subject to the sanction by the Court at the
Court Hearing which is expected to take place on 7 August 2020, and
the satisfaction (or, where applicable, the waiver) of the other
Conditions to the Scheme (as set out in the Scheme Document).
Subject to the Scheme being sanctioned by the Court, the delivery
of a copy of the Court Order to the Registrar of Companies and the
satisfaction or, where applicable, waiver of the other Conditions,
the Scheme is expected to become Effective on 11 August 2020.
The expected timetable of principal events for the
implementation of the Scheme remains as set out on page 11 of the
Scheme Document (as defined below). If any of the key times and/or
dates set out in the timetable change , the revised times and/or
dates will be notified to Cello Shareholders by announcement
through a Regulatory Information Service, with such announcement
being made available on Bidco's website at
www.pharma-value-demonstration.com and Cello's website at
www.cellohealthplc.com.
Capitalised terms used but not defined in this announcement have
the meanings given to them in the scheme document published on 13
July 2020 containing the full terms and conditions of the
Acquisition by Bidco of the entire issued and to be issued share
capital of Cello (the "Scheme Document").
Enquiries:
Cello Health plc Tel: +44 20 7812
8468
Chris Jones (Chairman)
Mark Scott (Chief Executive Officer)
Mark Bentley (Group Finance Director)
Greenhill (Rule 3 financial adviser to Cello) Tel: +44 20 7198
7400
David Wyles
Dean Rodrigues
Pernille Thuesen
Cenkos (nominated adviser and broker to Cello) Tel: +44 20 7397
8900
Giles Balleny
Harry Hargreaves
Buchanan (PR adviser to Cello) Tel: +44 20 7466
5000
Mark Court
Rothschild & Co (financial adviser to Bidco) Tel: +44 20 7280
5000
Julian Hudson
Aashis Mehta
Ashley Southcott
FTI Consulting (PR adviser to Bidco) Tel: +44 20 3727
1000
Ben Atwell
Simon Conway
Important Notes
Greenhill, which is authorised and regulated in the United
Kingdom by the Financial Conduct Authority, is acting exclusively
for Cello as financial adviser and for 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 referred
to in this Announcement and will not be responsible to anyone other
than Cello for providing the protections afforded to its clients or
for providing advice in relation to the Acquisition or any other
matter or arrangement referred to in this Announcement.
Cenkos, which is authorised and regulated in the United Kingdom
by the Financial Conduct Authority, is acting exclusively for Cello
as nominated adviser and broker and for 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 referred
to in this Announcement and will not be responsible to anyone other
than Cello for providing the protections afforded to its clients or
for providing advice in relation to the Acquisition or any other
matter or arrangement referred to in this Announcement.
Rothschild & Co, which is authorised and regulated in the
United Kingdom by the Financial Conduct Authority, is acting
exclusively for Arsenal and Bidco and for 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 referred
to in this Announcement and will not be responsible to anyone other
than Arsenal and Bidco for providing the protections afforded to
its clients or for providing advice in relation to the Acquisition
or any other matter or arrangement referred to in this
Announcement.
Further information
This announcement does not nor is intended to constitute or form
part of any offer or invitation to purchase, otherwise acquire,
subscribe for, sell or otherwise dispose of, any securities or the
solicitation of any vote or approval pursuant to the Acquisition or
otherwise, in any jurisdiction in which such offer, invitation or
solicitation is unlawful. This announcement has been prepared for
the purposes of complying with English law, the AIM Rules, the
rules of the London Stock Exchange and the 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 of jurisdictions outside of England and Wales.
Overseas jurisdictions
The release, publication or distribution of this Announcement
in, and the availability of the Acquisition to persons who are
residents, citizens or nationals of, jurisdictions other than the
United Kingdom may be restricted by laws and/or regulations of
those jurisdictions. Therefore any persons who are subject to the
laws and regulations of any jurisdiction other than the United
Kingdom should inform themselves about and observe any applicable
requirements in their jurisdiction. Any failure to comply with the
applicable requirements may constitute a violation of the laws
and/or regulations of any such jurisdiction. To the fullest extent
permitted by applicable law, the companies and persons involved in
the Acquisition disclaim any responsibility and liability for the
violation of such restrictions by any person.
Unless otherwise permitted by applicable law and regulation, the
Acquisition may not be made, directly or indirectly, in or into, or
by the use of mails or any means or instrumentality (including, but
not limited to, facsimile, e-mail or other electronic transmission,
telex or telephone) of interstate or foreign commerce of, or of any
facility of a national, state or other securities exchange of any
Restricted Jurisdiction and the Acquisition may not be capable of
acceptance by any such use, means, instrumentality or
facilities.
The Acquisition relates to the shares of a UK company and is
proposed to be made by means of a scheme of arrangement provided
for under the laws of England and Wales. A transaction effected by
means of a scheme of arrangement is not subject to the proxy
solicitation or tender offer rules under the U.S. Securities
Exchange Act of 1934, as amended (the "Exchange Act"). Accordingly,
the Acquisition will be subject to the disclosure requirements and
practices applicable in the UK and under the Code to schemes of
arrangement, which differ from the disclosure requirements and
practices of the U.S. proxy solicitation and tender offer rules.
Neither the U.S. Securities and Exchange Commission (the "SEC"),
nor any securities commission of any state of the United States,
has approved the Acquisition, passed upon the fairness of the
Acquisition or passed upon the adequacy or accuracy of this
announcement. Any representation to the contrary is a criminal
offence in the United States. Financial information included in the
relevant documentation has been or will have been prepared in
accordance with accounting standards applicable in the UK that may
not be comparable to financial information of U.S. companies or
companies whose financial statements are prepared in accordance
with generally accepted accounting principles in the United States
.
However, if Bidco were to elect to implement the Acquisition by
means of a Takeover Offer and determines to extend such Takeover
Offer into the United States, such Takeover Offer shall be made in
compliance with all applicable laws and regulations, including, if
applicable and if an exemption is not available, the U.S. tender
offer rules. Such Takeover Offer would be made in the United States
by Bidco and no one else.
In accordance with normal UK practice, Bidco, certain affiliated
companies and its nominees or brokers (acting as agents) may from
time to time make certain purchases of, or arrangements to
purchase, shares in Cello outside of the United States, other than
pursuant to the Acquisition, until the date on which the
Acquisition and/or Scheme becomes effective, lapses or is otherwise
withdrawn. These purchases may occur either in the open market at
prevailing prices or in private transactions at negotiated prices.
Any information about such purchases will be disclosed as required
in the UK, will be reported to a Regulatory Information Service and
will be available on the London Stock Exchange website. If such
purchases or arrangements to purchase are made they would be made
outside the United States in compliance with applicable law,
including the Exchange Act.
It may be difficult for U.S. holders of Cello Shares to enforce
their rights and any claim arising out of the U.S. federal
securities laws, because Cello and Bidco are located in a non-U.S.
country, and some or all of their officers and directors may be
residents of a non-U.S. country. U.S. holders of Cello Shares may
not be able to sue a non-U.S. company or its officers or directors
in a non-U.S. court for violations of the U.S. securities laws.
Further, it may be difficult to compel a non-U.S. company and its
affiliates to subject themselves to a U.S. court's judgment.
U.S. Cello Shareholders are urged to consult with legal, tax and
financial advisers in connection with making a decision regarding
the Acquisition.
Forward-looking statements
This announcement, including the information included by
reference in this announcement, oral statements made regarding the
Acquisition and other information published by Arsenal, Bidco,
Value Demonstration and/or the Cello Group contain statements which
are, or may be deemed to be, "forward-looking statements". The
forward-looking statements contained herein include statements
about Arsenal, Value Demonstration, Cello, the Cello Group, the
expected effects of the Acquisition on the Cello Group, strategic
options, the expected timing and scope of the Acquisition, and all
other statements in this announcement other than those containing
historical facts may be forward-looking statements. These
statements are based on the current expectations and are naturally
subject to uncertainty and changes in circumstances.
Forward-looking statements often use words such as "anticipate",
"target", "expect", "estimate", "intend", "plan", "budget",
"schedule", "forecast", "project", "goal", "believe", "hope",
"aims", "continue", "will", "may", "should", "would", "could",
"subject to", or other words of similar meaning. By their nature,
forward-looking statements involve known and unknown risks and
uncertainties, because they relate to events and depend on
circumstances that will occur in the future. Forward-looking
statements may include statements relating to the following: future
capital expenditures, expenses, revenues, earnings, synergies,
economic performance, indebtedness, financial condition, dividend
policy, losses and future prospects. There are a number of factors
that could cause actual results, outcomes and developments to
differ materially from those expressed in, or implied by, such
forward- looking statements and such statements are therefore
qualified in their entirety by the risks and uncertainties
surrounding these future expectations. Many of these risks and
uncertainties relate to factors that are beyond the entities'
ability to control or estimate precisely, such as, but not limited
to, general business and market conditions both globally and
locally, political, economic and regulatory forces, industry trends
and competition, future exchange and interest rates, changes in
government and regulation including in relation to health and
safety, the environment, labour relations and tax rates and future
business combinations or dispositions. For a discussion of
important factors which could cause actual results to differ from
forward-looking statements in relation to the Cello Group, refer to
the annual report and accounts for Cello Group for the financial
year ended 31 December 2019.
Although it is believed that the expectations reflected in such
forward-looking statements are reasonable, neither Bidco, Arsenal
nor Cello give any assurance, representation or guarantee that such
expectations will prove to be or have been correct and such
forward-looking statements should be construed in light of such
factors and you are therefore cautioned not to place reliance on
these forward-looking statements which speak only as at the date of
this announcement. Neither Bidco, Arsenal nor Cello assumes any
obligation to update or correct the information contained in this
announcement (whether as a result of new information, future events
or otherwise), except as required by applicable law or
regulation.
No forward-looking or other statements have been reviewed by the
auditors of the Cello Group.
These factors include, but are not limited to: the ability to
complete the Acquisition; the ability to obtain requisite
regulatory and shareholder approvals and the satisfaction or not of
the Conditions, as well as additional factors, such as conditions
relating to the economic, industry, competitive and regulatory
environments in which the Wider Bidco Group and the Cello Group
operate or which could affect their activities, their ability to
attract and retain customers, the Wider Bidco Group's and the Cello
Group's operating costs and the pricing of their services. Other
unknown or unpredictable factors could cause actual results to
differ materially from those in the forward-looking statements.
Such forward-looking statements should therefore be construed in
the light of such factors. None of the Wider Bidco Group nor the
Cello Group, nor any of their respective associates or directors,
officers or advisers, provides any representation, assurance or
guarantee that the occurrence of the events expressed or implied in
any forward-looking statements in this announcement will actually
occur. You are cautioned not to place undue reliance on these
forward-looking statements. Other than in accordance with their
legal or regulatory obligations (including under the AIM Rules, the
Market Abuse Regulation (EU No 596/2014) ("MAR") and the Disclosure
Guidance and Transparency Rules of the FCA), neither Bidco, Arsenal
nor Cello is under any obligation, and each of Bidco, Arsenal and
Cello expressly disclaim any intention or obligation, to update or
revise any forward-looking statements, whether as a result of new
information, future events or otherwise.
No profit forecasts or estimates
No statement in this announcement is intended as a profit
forecast or estimate for any period and no statement in this
announcement should be interpreted to mean that earnings or
earnings per share for Bidco or Cello, as appropriate, for the
current or future financial years would necessarily match or exceed
the historical published earnings or earnings per share for Bidco
or Cello, as appropriate.
Dealing disclosure requirements
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 of the Code. 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 under Rules 8.1, 8.2 and 8.4 of the Code.
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 on the Disclosure Table tab
of the 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 and availability of hard copies
In accordance with Rule 26.1 of the Code, a copy of this
announcement and the documents required to be published by Rule 26
of the Code will be made available, subject to certain restrictions
relating to persons resident in Restricted Jurisdictions, on
Bidco's website at www.pharma-value- demonstration.com and Cello's
website at www.cellohealthplc.com and in any event by no later than
12:00 noon (London time) on the following business day after
publication. For the avoidance of doubt, the contents of those
websites (including the content of any other website accessible
from hyperlinks on such websites) are not incorporated into by
reference, and do not form part of, this announcement.
Cello Shareholders and persons with information rights may
request a hard copy of this announcement by contacting Cello's
Registrars during business hours on +44 (0) 370 889 3285 or by
submitting a request in writing to Computershare Investor Services
PLC, The Pavilions, Bridgwater Road, Bristol BS99 6ZY. If you have
received this announcement in electronic form, copies of this
announcement and any document or information incorporated by
reference into this announcement will not be provided unless such a
request is made.
You may request that all future documents, announcements and
information be sent to you in relation to the Acquisition in hard
copy.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
ROMPJMBTMTAMBBM
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