TIDME2V
RNS Number : 6801A
e2v technologies PLC
28 March 2017
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION
WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF
SUCH JURISDICTION.
For immediate release
28 March 2017
RECOMMED CASH ACQUISITION
of
e2v technologies plc
by
Rhombi Holdings Limited
(a wholly-owned, indirect subsidiary of Teledyne Technologies
Incorporated)
to be effected by means of a Scheme of Arrangement
under Part 26 of the Companies Act 2006
Suspension of listing and trading in e2v Shares
Further to the announcement made on 27 March 2017, the boards of
e2v technologies plc ("e2v") and Teledyne Technologies Incorporated
("Teledyne") announce that, with effect from 7:30am (London time)
today, the listing of e2v Shares on the premium listing segment of
the Official List and trading of e2v Shares on the London Stock
Exchange's main market were suspended.
Subject to the Scheme becoming Effective, the cancellation of
the listing of e2v Shares on the premium listing segment of the
Official List of the UK Listing Authority and the cancellation of
the admission of e2v Shares to trading on the London Stock
Exchange's main market for listed securities are each subsequently
expected to occur by 8:00 am on 29 March 2017.
All references to time in this announcement are to London, UK
time. The expected dates set out above could be subject to further
change. Any changes to the above dates will be announced through a
Regulatory Information Service. Further updates will be provided as
appropriate.
Enquiries:
+44 (0) 1245 493
e2v technologies plc 493
Neil Johnson, Chairman
Stephen Blair, Group Chief
Executive
Investec Bank plc
(Rule 3 adviser and corporate +44 (0) 207 597
broker to e2v) 5970
Christopher Baird
James Rudd
N. M. Rothschild & Sons Limited +44 (0) 207 280
(Rule 3 adviser to e2v) 5000
Ravi Gupta
John Byrne
FTI Consulting +44 (0) 203 727
(PR adviser to e2v technologies) 1340
Richard Mountain
Susan Yule
Rhombi Holdings Limited / Teledyne +1 (805) 373
Technologies Incorporated 4542
Jason VanWees
Citigroup Global Markets Limited
(Lead financial adviser and broker +44 (0) 207
to Teledyne and Teledyne Bidco) 986 4000
Wes Walraven
Jan Skarbek
Luke Spells
Christopher Wren
Important Notices
Citigroup Global Markets Limited ("Citi"), which is authorised
by the Prudential Regulatory Authority ("PRA") and regulated in the
United Kingdom by the Financial Conduct Authority ("FCA") and the
PRA, is acting exclusively for Teledyne and Teledyne Bidco and for
no one else in connection with the Acquisition and the matters set
out in this Announcement and will not be responsible to anyone
other than Teledyne and Teledyne Bidco for providing the
protections afforded to clients of Citi nor for providing advice in
relation to the Acquisition or any other matter or arrangement
referred to in this Announcement. Neither Citi nor any of its
affiliates owes or accepts any duty, liability or responsibility
whatsoever (whether direct or indirect, whether in contract, tort
or, under statute or otherwise) to any person who is not a client
of Citi in connection with this Announcement, any statement
contained herein, the Acquisition or otherwise.
Investec Bank plc ("Investec"), which is authorised by the PRA
and regulated in the United Kingdom by the FCA and the PRA, is
acting exclusively for e2v and no one else in connection with the
Acquisition 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 e2v for providing the
protections afforded to clients of Investec nor for providing
advice in relation to the Acquisition or any other matter or
arrangement referred to in this Announcement. Neither Investec nor
any of its affiliates owes or accepts any duty, liability or
responsibility whatsoever (whether direct or indirect, whether in
contract, tort or, under statute or otherwise) to any person who is
not a client of Investec in connection with this Announcement, any
statement contained herein, the Acquisition or otherwise.
N. M. Rothschild & Sons Limited ("Rothschild"), which is
authorised and regulated in the United Kingdom by the FCA, is
acting exclusively as financial adviser to e2v and no one else in
connection with the Acquisition 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 e2v
for providing the protections afforded to clients of Rothschild nor
for providing advice in relation to the matters referred to in this
Announcement. Neither Rothschild nor any of its affiliates owes or
accepts any duty, liability or responsibility whatsoever (whether
direct or indirect, whether in contract, tort or, under statute or
otherwise) to any person who is not a client of Rothschild in
connection with this Announcement, any statement contained herein,
the Acquisition or otherwise.
Further information
This Announcement is for information purposes only and is not
intended to and does not constitute, or form any part of, an offer
to sell or subscribe for or any invitation to purchase or subscribe
for any securities or the solicitation of any vote or approval in
any jurisdiction pursuant to the Acquisition or otherwise. The
Acquisition will be made solely through the Scheme Document and the
accompanying Forms of Proxy, which contains the full terms and
conditions of the Acquisition and the Scheme. Any approval,
decision or other response to the Acquisition and/or the Scheme
should be made only on the basis of the information in the Scheme
Document. Scheme Shareholders are strongly advised to read the
formal documentation in relation to the Acquisition and the
Scheme.
This Announcement has been prepared for the purpose of complying
with English law 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 the United Kingdom.
The statements contained in this Announcement are made as at the
date of this Announcement, unless some other time is specified in
relation to them, and service of this Announcement shall not give
rise to any implication that there has been no change in the facts
set out in this Announcement since such date.
Overseas shareholders
The laws of certain jurisdictions may affect the availability of
the Acquisition to persons who are not resident in the United
Kingdom. Persons who are not resident in the United Kingdom, or who
are subject to laws of any jurisdiction other than the United
Kingdom, should inform themselves about, and observe, any
applicable requirements. Any person (including, without limitation,
a nominee, trustee or custodian) who would, or otherwise intends
to, forward this Announcement, the Scheme Document or any
accompanying document to any jurisdiction outside the United
Kingdom should refrain from doing so and seek appropriate
professional advice before taking any action.
Any failure to comply with applicable legal or regulatory
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.
The Acquisition will not be made, directly or indirectly, in or
into or by use of the mails or any other means or instrumentality
(including, without limitation, telephonic or electronic) of
interstate or foreign commerce of, or any facility of a national,
state or other securities exchange of, a Restricted Jurisdiction,
and no person may vote in favour of the Acquisition by any such
use, means, instrumentality or facility or from within a Restricted
Jurisdiction. Accordingly, copies of this Announcement and formal
documentation relating to the Acquisition are not being, and must
not be, directly or indirectly, mailed or otherwise forwarded or
distributed in, into or from a Restricted Jurisdiction and persons
receiving this Announcement (including custodians, nominees and
trustees) must not distribute or send it in, into or from a
Restricted Jurisdiction. In the event that the Acquisition is
implemented by way of a Takeover Offer and extended into the US,
Teledyne Bidco will do so in satisfaction of the procedural and
filing requirements of the US securities laws at that time, to the
extent applicable thereto. The Acquisition relates to the shares of
an English company and it is proposed to be made by means of a
scheme of arrangement provided for under the laws of England and
Wales. The Scheme will relate to the shares of an English company
that is a "foreign private issuer" as defined under Rule 3b-4 under
the US Exchange Act. A transaction effected by means of a scheme of
arrangement is not subject to the shareholder vote, proxy
solicitation and tender offer rules under the US Exchange Act.
Accordingly, the Scheme will be subject to the disclosure
requirements and practices applicable in the UK to schemes of
arrangement, which differ from the disclosure requirements and
practices of US shareholder vote, proxy solicitation and tender
offer rules. Financial information included in the relevant
documentation will have been prepared in accordance with accounting
standards applicable in the UK and may not be comparable to the
financial statements of US companies.
However, if Teledyne Bidco were to elect to implement the
Acquisition by means of a Takeover Offer, such Takeover Offer will
be made in compliance with all applicable laws and regulations,
including Section 14(e) of the US Exchange Act and Regulation 14E
thereunder. Such Takeover Offer would be made in the US by Teledyne
Bidco and no one else. In addition to any such Takeover Offer,
Teledyne Bidco, certain affiliated companies and their nominees or
brokers (acting as agents) may make certain purchases of, or
arrangements to purchase, shares in e2v outside such Takeover Offer
during the period in which such Takeover Offer would remain open
for acceptance. If such purchases or arrangements to purchase are
made, they would be made outside the United States in compliance
with applicable law, including the US Exchange Act.
Forward-looking statements
This Announcement may contain certain "forward-looking
statements" with respect to Teledyne Bidco, Teledyne, the Teledyne
Group, e2v and/or the e2v Group. These forward-looking statements
can be identified by the fact that they do not relate only to
historical or current facts. Forward-looking statements often use
words such as "anticipate", "target", "expect", "estimate",
"intend", "plan", "goal", "believe", "will", "may", "should",
"would", "could" or other words or terms of similar meaning or the
negative thereof. Forward-looking statements include statements
relating to the following: (i) future capital expenditures,
expenses, revenues, earnings, synergies, economic performance,
indebtedness, financial condition, dividend policy, losses and
future prospects; (ii) business and management strategies and the
expansion and growth of the Teledyne Group or the e2v Group and
potential synergies resulting from the Acquisition; and (iii) the
expected timing and scope of the Acquisition.
These forward-looking statements involve known and unknown
risks, uncertainties and other factors which may cause actual
results, performance or developments to differ materially from
those expressed in, or implied by, such forward-looking statements.
These forward-looking statements are based on numerous assumptions
regarding present and future strategies and environments. You 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 Teledyne
Bidco, Teledyne, the Teledyne Group, e2v and/or the e2v Group or
any person acting on their behalf (respectively) are expressly
qualified in their entirety by the cautionary statement above.
Should one or more of these risks or uncertainties materialise, or
should underlying assumptions prove incorrect, actual results may
vary materially from those described in this Announcement. Teledyne
Bidco, Teledyne, the Teledyne Group, e2v and/or the e2v Group
assume no obligation to update publicly or revise forward-looking
or other statements contained in this Announcement, whether as a
result of new information, future events or otherwise, except to
the extent legally required.
No profit forecasts or estimates
No statement in this Announcement is intended as a profit
forecast or profit estimate for any period and no statement in this
Announcement should be interpreted to mean that earnings or
earnings per ordinary share for Teledyne or e2v, as appropriate,
for the current or future financial years would necessarily match
or exceed the historical published earnings or earnings per share
of common stock for Teledyne or per ordinary share of e2v, as
appropriate.
Right to switch to a Takeover Offer
Teledyne Bidco reserves the right to elect, with the consent of
the Takeover Panel, to implement the Acquisition by way of a
Takeover Offer for the entire issued and to be issued ordinary
share capital of e2v as an alternative to the Scheme. In such an
event, the Takeover Offer will be implemented on the same terms or,
if Teledyne Bidco so decides (with the consent of the Takeover
Panel), on such other terms being no less favourable (subject to
appropriate amendments), so far as applicable, as those which would
apply to the Scheme.
Publication on website and availability of hard copies
In accordance with Rule 26.1 of the Code, a copy of this
Announcement will be made available (subject to certain
restrictions relating to persons resident in Restricted
Jurisdictions), free of charge, on Teledyne's website at
http://teledyne.com and e2v's website at http://www.e2v.com by no
later than 12:00 noon on the Business Day following this
Announcement. Neither the contents of these websites nor the
content of any other website accessible from hyperlinks on such
websites is incorporated into, or forms part of, this
Announcement.
In accordance with Rule 30.3 of the Code, a person so entitled
may request a hard copy of this Announcement, free of charge, by
contacting Citi on +44 (0) 207 986 4000, Investec on +44 (0) 207
597 4000 or Rothschild on +44 (0)207 280 5000. For persons who
receive a copy of this Announcement in electronic form or via a
website notification, a hard copy of this Announcement will not be
sent unless so requested. In accordance with Rule 30.3 of the Code,
a person so entitled may also request that all future documents,
announcements and information to be sent to them in relation to the
Acquisition should be in hard copy form.
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 on the 10th Business Day following the commencement of the
offer period and, if appropriate, by no later than 3.30 pm 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, 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 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 Takeover 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
SRSUBSRRBRAOUUR
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