Offer document posted


 

TIDMINN 
 
RNS Number : 8837N 
Broadcom International Ltd 
18 June 2010 
 

                         BROADCOM INTERNATIONAL LIMITED 
                                (the "Offeror") 
    (a wholly owned indirect subsidiary of Broadcom Corporation ("Broadcom")) 
 
                             RECOMMENDED CASH OFFER 
 
                                      for 
 
                      INNOVISION RESEARCH & TECHNOLOGY PLC 
                                 ("Innovision") 
 
                            Posting of Offer Document 
 
On 18 June 2010, the boards of the Offeror and Innovision announced the terms of 
a recommended cash offer for the entire issued and to be issued ordinary share 
capital of Innovision to be made by the Offeror.  The Offer Price is 35 pence in 
cash for each Innovision Share. 
 
The Offer Document and Form of Acceptance, which set out the full details and 
terms of the Offer, are today being posted to the shareholders of Innovision. 
The Offer Document is also today being posted, for information only, to 
participants in the Innovision Share Schemes. 
 
The first closing date of the Offer is at 1.00 p.m. (London time) on 9 July 
2010. 
 
To accept the Offer for Innovision Shares held in certificated form, Innovision 
Shareholders should complete, sign and return the Form of Acceptance, which 
accompanies the Offer Document, in accordance with the instructions contained 
therein and set out in the Offer Document. 
 
To accept the Offer for Innovision Shares held in uncertificated form (that is, 
in CREST), Innovision Shareholders should follow the procedure for electronic 
acceptance through CREST in accordance with the instructions set out in the 
Offer Document. 
Copies of the Offer document can be downloaded from the Offeror website at 
www.broadcom.com and from the Innovision website at www.innovision-group.com. 
The offer document is available for inspection during normal business hours on 
any weekday (Saturdays, Sundays and public holidays excepted) at the offices of 
Latham & Watkins, 99 Bishopsgate, London, EC2M 3XF during the Offer Period. 
 
Enquiries: 
 
Offeror / Broadcom: 
Broadcom Investor Relations 
                         +1. 949.926.5663 
T. Peter Andrew 
Vice President, Corporate Communications 
 
Cenkos (financial adviser to Broadcom Corporation and the Offeror): 
Nicholas Wells / Ivonne Cantu 
                         +44.20.7397.8920 
 
Innovision: 
David Wollen / Brian McKenzie 
                       +44.1285.888.200 
 
KBC Peel Hunt Ltd (financial adviser to Innovision): 
Jonathan Marren/David Anderson 
                      +44.20.7418.8900 
Interests in relevant securities 
Together, the Offer Document, and, in the case of Innovision Shares held in 
certificated form, the Form of Acceptance contain the full terms and conditions 
of the Offer, including details of how the Offer may be accepted.  Please 
carefully read this announcement, the Offer Document, and, in the case of Shares 
in certificated form, the Form of Acceptance in their entirety before making a 
decision with respect to the Offer. 
Save as disclosed in the Offer Document, neither the Offeror nor, so far as the 
Offeror is aware, any person acting in concert (within the meaning of the Code) 
with the Offeror, (a) is interested in, or has any rights to subscribe for, any 
relevant securities of Innovision, (b) has any short position (whether 
conditional or absolute and whether in the money or otherwise) in respect of 
relevant securities of Innovision, including any short position under a 
derivative, any agreement to sell or any delivery obligation or right to require 
another person to purchase or take delivery, or (c) has borrowed or lent any 
relevant securities of Innovision (save for any borrowed shares which have been 
either on-lent or sold). 
Capitalised terms used but not defined in this announcement shall have the 
meaning given to them in the Offer Document. 
Cenkos, which is authorised and regulated in the United Kingdom by the Financial 
Services Authority, is acting exclusively for Broadcom and the Offeror and no 
one else in connection with the Offer and will not be responsible to anyone 
other than Broadcom and the Offeror for providing the protections afforded to 
its customers or for providing advice in relation to the Offer or in relation to 
the contents of this announcement or any transaction or arrangement referred to 
herein.  Neither Cenkos nor any of its subsidiaries, branches or affiliates owes 
or accepts any duty, liability or responsibility whatsoever (whether direct or 
indirect, whether in contract, tort, under statute or otherwise) to any person 
who is not a client of Cenkos in connection with this announcement, any 
statement contained herein or otherwise. 
KBC Peel Hunt, which is authorised and regulated in the United Kingdom by the 
Financial Services Authority, is acting exclusively for Innovision and no one 
else in connection with the Offer and will not be responsible to anyone other 
than Innovision for providing the protections afforded to its customers or for 
providing advice in relation to the Offer or in relation to the contents of this 
announcement or any transaction or arrangement referred to herein.  Neither KBC 
Peel Hunt nor any of its subsidiaries, branches or affiliates owes or accepts 
any duty, liability or responsibility whatsoever (whether direct or indirect, 
whether in contract, tort, under statute or otherwise) to any person who is not 
a client of KBC Peel Hunt in connection with this announcement, any statement 
contained herein or otherwise. 
IMPORTANT INFORMATION 
In making their decision, Innovision Shareholders must rely on their own 
examination of Broadcom, the Offeror and Innovision and the terms of the Offer, 
including the merits and risks involved.  The contents of this announcement, the 
Offer Document, including any general advice or recommendations contained 
herein, and the Form of Acceptance are not to be construed as legal or business 
advice.  Innovision Shareholders should consult their own lawyer or financial 
adviser for independent advice. 
Overseas Shareholders 
Unless otherwise determined by the Offeror and permitted by applicable law and 
regulation, the Offer is not being, and will not be, made, directly or 
indirectly, in or into, or by the use of the mails of, or by any other means 
(including, without limitation, electronic mail, facsimile transmission, telex, 
telephone, internet or other forms of electronic communication) of interstate or 
foreign commerce of, or any facility of a national securities exchange of any 
Restricted Jurisdiction (as defined herein) and will not be capable of 
acceptance by any such use, means or facility or from within any such Restricted 
Jurisdiction. Accordingly, unless otherwise determined by the Offeror, copies of 
this document and any documentation relating to the Offer are not being, and 
must not be, directly or indirectly, mailed or otherwise forwarded, distributed 
or sent in, into or from any Restricted Jurisdiction. Persons receiving such 
documents (including custodians, nominees and trustees) must not mail or 
otherwise forward, distribute or send any such documents in or into or from any 
such Restricted Jurisdiction, as doing so may invalidate any purported 
acceptance of the Offer. 
The availability of the Offer to persons who are not resident in the UK may be 
affected by the laws of their relevant jurisdiction. Such persons should inform 
themselves about and observe any applicable legal and/or regulatory requirements 
of their jurisdiction and should read the paragraphs set out below. 
The distribution of this document in jurisdictions other than the United Kingdom 
may be restricted by the laws of those jurisdictions and therefore persons into 
whose possession this document 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. 
Any person (including nominees, trustees and custodians) who would, or otherwise 
intends to, or may have a legal or contractual obligation to, forward this 
document and/or the Form of Acceptance and/or any related document to any 
jurisdiction outside the UK should read paragraph 5 of Part B and paragraph 3 of 
Part C of Appendix I to the Offer Document and the relevant provisions of the 
Form of Acceptance before taking any action. 
Dealing disclosure requirements 
Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of any 
class of relevant securities of Innovision must make an Opening Position 
Disclosure following the commencement of the offer period.  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 Innovision.  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.  Relevant persons who deal in the relevant 
securities of Innovision 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 Innovision must make a Dealing 
Disclosure if the person deals in any relevant securities of Innovision.  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 Innovision, 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 Innovision, they will be deemed to be a single person for the 
purpose of Rule 8.3. 
Opening Position Disclosures must also be made by Innovision and the Offeror and 
Dealing Disclosures must also be made by Innovision, the Offeror and by any 
persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4). 
Details of the 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.  If you are in any 
doubt as to whether you are required to make an Opening Position Disclosure or a 
Dealing Disclosure, you should contact the Panel's Market Surveillance Unit on 
+44.20.7638.0129. 
Certain of the terms used above in this section "Dealing Disclosure 
Requirements" are defined in the Code, which can also be found on the Panel's 
website. 
 
This information is provided by RNS 
            The company news service from the London Stock Exchange 
   END 
 
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