TIDMSOPH
RNS Number : 6606E
Sophos Group Plc
02 March 2020
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
2 March 2020
RECOMMED CASH ACQUISITION
of
SOPHOS GROUP plc
by
SURF BUYER LIMITED
(a newly formed company owned by FUNDS MANAGED aND/OR ADVISED BY
THOMA BRAVO, LLC)
to be effected by means of a Scheme of Arrangement under
Part 26 of the Companies Act 2006
SOPHOS GROUP PLC SCHEME OF ARRANGEMENT BECOMES EFFECTIVE
On 14 October 2019, the boards of Sophos Group PLC ("Sophos")
and Surf Buyer Limited, a newly formed company owned by funds
managed and/or advised by Thoma Bravo, LLC ("Bidco") announced the
terms of a recommended cash offer pursuant to which Bidco will
acquire the entire issued and to be issued share capital of Sophos
(the "Acquisition") to be effected by means of a Court-sanctioned
scheme of arrangement under Part 26 of the Companies Act (the
"Scheme"). The circular in relation to the Scheme (the "Scheme
Document") was posted to Sophos Shareholders on 8 November
2019.
On 25 February 2020, Sophos announced that the High Court of
Justice in England and Wales had sanctioned the Scheme at the
Scheme Court Hearing held on 25 February 2020 and announced an
updated timetable on 27 February 2020.
Sophos and Bidco are pleased to announce that, following the
delivery of the Court Order to the Registrar of Companies today,
the Scheme has now become effective in accordance with its terms
and, pursuant to the Scheme, the entire issued and to be issued
share capital of Sophos is now owned by Bidco.
A Scheme Shareholder on the register of members of Sophos at the
Scheme Record Time, being 8.00 p.m. (London time) on 28 February
2020, will be entitled to receive $7.40 in cash for each Scheme
Share held. Settlement of the consideration to which any Scheme
Shareholder is entitled will be effected by way of the despatch of
cheques or the crediting of CREST accounts (for Scheme Shareholders
holding Scheme Shares in certificated form and in uncertificated
form respectively) as soon as practicable and in any event not
later than 14 days after the Effective Date, as set out in the
Scheme Document.
Sophos Shareholders who have made a valid Currency Election will
receive their Cash Consideration in Sterling at the Average Market
Exchange Rate obtained by Bidco through one or more market
transactions over the coming one or more Business Days. It is
expected that Bidco will issue an announcement setting out the
Average Market Exchange Rate once such market transactions have
taken place. Sophos Shareholders who have not made a valid Currency
Election will receive their Cash Consideration in USD.
Applications have been made to the Financial Conduct Authority
and the London Stock Exchange in relation to the de-listing of
Sophos Shares from the premium listing segment of the Official List
and the cancellation of the admission to trading of Sophos Shares
on the London Stock Exchange's main market for listed securities,
which is expected to take place at 8:00 a.m. (London time) on 3
March 2020.
As the Scheme has now become effective, Sophos duly announces
that, as of today's date, Stuart Fillingham and Alison Kennedy have
been appointed to the Sophos Board and Peter Gyenes, Sandra
Bergeron, Roy Mackenzie, Charles Medlock, Vinodka Murria and Paul
Walker have tendered their resignations and have stepped down from
the Sophos Board.
Full details of the Acquisition are set out in the Scheme
Document published on 8 November 2019.
Capitalised terms used but not defined in this announcement have
the meanings given to them in the Scheme Document.
Enquiries:
Sophos Group plc Tel: +44 (0) 12 3555 9933
Kris Hagerman, Chief Executive Officer
Derek Brown, Vice President Investor
Relations
Tulchan Communications (financial PR Tel: +44 (0)20 7353 4200
adviser to Sophos)
James Macey White
Matt Low
J.P. Morgan Cazenove (lead financial Tel: +44 (0)20 7742 4000
adviser and corporate broker to Sophos)
Gary Weiss
Bill Hutchings
James Robinson
Chris Wood
Lazard (financial adviser and Rule Tel: +44 (0)20 7187 2000
3 adviser to Sophos)
Cyrus Kapadia
Philippe Noël
UBS AG London Branch (corporate broker Tel: +44 (0)20 7567 8000
and financial adviser to Sophos)
Jonathan Rowley
David Roberts
Finsbury (PR adviser to Bidco and Thoma Tel: +44 (0)20 7251 3801
Bravo)
Faeth Birch
Edward Simpkins
Goldman Sachs (financial adviser to
Bidco and Thoma Bravo)
Ward Waltemath Tel: +1 212 902 1000
Mark Sorrell Tel: +44 (0)20 7774 1000
Chris Emmerson Tel: +44 (0)20 7774 1000
Jimmy Bastock (Corporate Broking) Tel: +44 (0)20 7774 1000
Important notices
Goldman Sachs International, which is authorised by the PRA and
regulated by the FCA and the PRA in the United Kingdom, and Goldman
Sachs & Co. LLC (together, "Goldman Sachs") are acting
exclusively for Bidco and Thoma Bravo as financial advisers and no
one else in connection with the Acquisition, this announcement or
any matter referred to herein and will not be responsible to anyone
other than Bidco and Thoma Bravo for providing the protections
afforded to clients of Goldman Sachs, nor for providing advice in
connection with the Acquisition, this announcement or any matter
referred to herein. Neither Goldman Sachs nor any of Goldman Sachs'
subsidiaries, affiliates or branches owes or accepts any duty,
liability or responsibility whatsoever (whether direct, indirect,
consequential, whether in contract, in tort, under statute or
otherwise) to any person who is not a client of Goldman Sachs in
connection with the Acquisition, this announcement, any matter
referred to herein or otherwise.
J.P. Morgan Securities plc, which conducts its UK investment
banking business as J.P. Morgan Cazenove ("J.P. Morgan Cazenove"),
is authorised in the United Kingdom by the PRA and regulated by the
PRA and the FCA. J.P. Morgan Cazenove is acting as financial
adviser exclusively for Sophos and no one else in connection with
the Acquisition and will not regard any other person as its client
in relation to the Acquisition and will not be responsible to
anyone other than Sophos for providing the protections afforded to
clients of J.P. Morgan Cazenove or its affiliates, or for providing
advice in relation to the Acquisition or any other matter or
arrangement referred to herein.
Lazard & Co., Limited ("Lazard"), which is authorised and
regulated by the FCA in the United Kingdom, is acting exclusively
as financial adviser to Sophos and no one else in connection with
the Acquisition and will not be responsible to anyone other than
Sophos for providing the protections afforded to clients of Lazard
nor for providing advice in connection with the Acquisition or any
other matter referred to herein. Neither Lazard 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 in connection with the Acquisition, any statement
contained herein or otherwise.
UBS AG London Branch ("UBS") is authorised and regulated by the
Financial Market Supervisory Authority in Switzerland. It is
authorised by the PRA and subject to regulation by the FCA and
limited regulation by the PRA in the United Kingdom. UBS is acting
exclusively as financial adviser to Sophos and no one else for the
purpose of the Acquisition and will not be responsible to anyone
other than Sophos for providing the protections offered to clients
of UBS nor for providing advice in relation to the Acquisition or
any transaction, arrangement or other matter referred to
herein.
Further information
This announcement is for information purposes only and is not
intended to, and does not, constitute or form part of any offer,
invitation or the solicitation of an offer to purchase, otherwise
acquire, subscribe for, sell or otherwise dispose of, any
securities or the solicitation of any vote or approval in any
jurisdiction pursuant to the Acquisition or otherwise nor shall
there be any sale, issuance or transfer of securities of Sophos in
any jurisdiction in contravention of applicable law. The
Acquisition will be implemented solely pursuant to the terms of the
Scheme Document (or, if the Acquisition is implemented by way of an
Offer, the Offer Document), which contains the full terms and
conditions of the Acquisition. Each Shareholder is urged to consult
his independent professional adviser immediately regarding the tax
consequences of the Acquisition applicable to him.
This announcement does not constitute a prospectus or prospectus
equivalent document.
Overseas Shareholders
This announcement has been prepared in accordance with English
law, the Takeover Code, the Market Abuse Regulation, the Listing
Rules and the Disclosure Guidance and Transparency Rules and
information disclosed may not be the same as that which would have
been prepared in accordance with the laws of jurisdictions outside
England.
The availability of the Acquisition to Sophos Shareholders who
are not resident in and citizens of the UK may be affected by the
laws of the relevant jurisdictions in which they are located or of
which they are citizens. It is the responsibility of any person
outside the United Kingdom into whose possession this announcement
comes to satisfy themselves as to the full observance of the laws
of the relevant jurisdiction in connection with the Acquisition,
including the obtaining of any governmental, exchange control or
other consents which may be required and/or compliance with other
necessary formalities which are required to be observed and the
payment of any issue, transfer or other taxes or levies due in such
jurisdiction. The release, publication or distribution of this
announcement in certain jurisdictions may be restricted by law.
Persons who are not resident in the UK should inform themselves of,
and observe, any applicable legal or regulatory requirements of
their jurisdictions. Any failure to comply with the applicable
restrictions may constitute a violation of the securities laws of
any such jurisdiction. To the fullest extent permitted by
applicable law, the companies and persons involved in the
Acquisition disclaim any responsibility or liability for the
violation of such restrictions by any person.
This announcement does not constitute an offer to sell or issue
or the solicitation of an offer to buy or subscribe for shares in
any jurisdiction in which such offer or solicitation is
unlawful.
The receipt of cash pursuant to the Acquisition by a US holder
of Sophos Shares as consideration for the transfer of its Sophos
Shares pursuant to the Scheme will be a taxable transaction for US
federal income tax purposes and may also be a taxable transaction
under applicable state and local tax laws, as well as foreign and
other tax laws. Each US holder of Sophos Shares is strongly advised
to consult an appropriately qualified independent professional tax
adviser immediately with respect to the tax consequences of the
Scheme.
Overseas shareholders should consult their own legal and tax
advisers with respect to the legal and tax consequences of the
Scheme.
Publication on a website
This announcement will be made available on the Sophos website
at https://investors.sophos.com promptly and in any event by no
later than 12:00 p.m. on the Business Day following the date of
this announcement. For the avoidance of doubt, the content of the
website referred to in this announcement is not incorporated into
and does not form part of this announcement.
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
SOAGZGGFLZRGGZG
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March 02, 2020 04:10 ET (09:10 GMT)
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