- an indirect wholly-owned subsidiary of Nordic Fund X Epsilon1
- to be effected by means of a members' scheme of arrangement under Article 125 of the Companies (Jersey) Law 1991 (as amended)
Summary
- The board of directors of
- Bidco is a newly incorporated company under the laws of Jersey, formed by Nordic Fund X Epsilon for the purpose of undertaking the Acquisition.
- Under the terms of the Acquisition, each ADVANZ PHARMA Shareholder will be entitled to receive:
in respect of each ADVANZ PHARMA Share:
- The Acquisition values the entire issued and to be issued limited voting share capital of
- As an alternative to the Cash Offer, eligible ADVANZ PHARMA Shareholders may elect for the Alternative Offer, pursuant to which they would receive 0.1726 unlisted B ordinary shares of no par value in the capital of Topco ("Topco B Shares") for each ADVANZ PHARMA Share, which will be issued upon or shortly following the Scheme becoming Effective. Eligible ADVANZ PHARMA Shareholders will only be able to elect for the Alternative Offer in relation to their entire holding of ADVANZ PHARMA Shares and not part only. The terms and conditions of the Alternative Offer are detailed in paragraph 12.
- If any dividend or other distribution is authorised, declared, made or paid by
- The ADVANZ PHARMA Independent Directors believe that the Cash Offer represents an opportunity for all ADVANZ PHARMA Shareholders to realise an immediate cash sum for all of their ADVANZ PHARMA Shares.
- The ADVANZ PHARMA Independent Directors, who have been so advised by
- The ADVANZ PHARMA Independent Directors also note that
- Accordingly, the ADVANZ PHARMA Independent Directors intend to recommend unanimously that ADVANZ PHARMA Shareholders vote in favour of the Scheme at the Court Meeting and the Resolutions at the General Meeting (or, in the event that the Acquisition is to be effected by way of a Takeover Offer, to accept, or procure the acceptance of, such Takeover Offer) as the ADVANZ PHARMA Independent Directors have irrevocably undertaken to in respect of their own holdings of 20,113 ADVANZ PHARMA Shares (representing, in aggregate, approximately 0.04 per cent. of the limited voting share capital of
-
- Raymond James has given and not withdrawn its consent to the inclusion in the Announcement of the references to its advice to the ADVANZ PHARMA Independent Directors in the form and context in which they appear.
- The ADVANZ PHARMA Independent Directors consider that, in deciding whether or not to elect for the Alternative Offer, ADVANZ PHARMA Shareholders should take their own independent advice and consider carefully the disadvantages and advantages of electing for the Alternative Offer (including, but not limited to, those set out below) in light of their own financial circumstances and investment objectives.
- Disadvantages of electing for the Alternative Offer - The Topco B Shares:
*will be unlisted and will not be admitted to trading on any stock exchange and will therefore be illiquid. Any assessment of the value of the Topco B Shares should therefore take into account an individual shareholder's assessment of an appropriate liquidity discount;
*will be subject to a five year lock-up restriction, during which they can only be transferred in very limited circumstances, and thereafter will be subject to a right of first refusal on the part of
- It is expected that Topco (which will become a "reporting issuer" in
- Upon the Scheme becoming Effective, the
- Eligible ADVANZ PHARMA Shareholders will only be able to elect for the Alternative Offer in relation to their entire holding of ADVANZ PHARMA Shares and not part only; and
- ADVANZ PHARMA Shareholders will have no certainty as to the amount of Topco B Shares they would receive because:
*the maximum number of Topco B Shares available to ADVANZ PHARMA Shareholders under the Alternative Offer will be limited to a maximum of 1,940,080 Topco B Shares representing 20 per cent. of issued share capital of Topco; and
*to the extent that elections for the Alternative Offer cannot be satisfied in full, the number of Topco B Shares to be issued in respect of each ADVANZ PHARMA Share will be reduced on a pro rata basis, and the balance of the consideration for each ADVANZ PHARMA Share will be paid in cash in accordance with the terms of the Cash Offer.
- Advantages of electing for the Alternative Offer
- The Alternative Offer allows ADVANZ PHARMA Shareholders to invest directly in Topco, providing continued economic exposure to
- From completion of the Acquisition, the Topco B Shares will rank economically pari passu with
- In considering the terms of the Alternative Offer, the ADVANZ PHARMA Independent Directors and Raymond James have considered the disadvantages and advantages of electing for the Alternative Offer outlined above.
- Raymond James is unable to advise the ADVANZ PHARMA Independent Directors as to whether or not the financial terms of the Alternative Offer are fair and reasonable. This is because of the significant and variable impact the disadvantages and advantages of the Alternative Offer may have to individual ADVANZ PHARMA Shareholders.
- Accordingly, the ADVANZ PHARMA Independent Directors cannot form an opinion as to whether or not the terms of the Alternative Offer are fair and reasonable and are not making any recommendation to ADVANZ PHARMA Shareholders as to whether or not they should elect for the Alternative Offer. ADVANZ PHARMA Shareholders are encouraged to take into account the disadvantages and advantages highlighted above, as well as their individual circumstances, when deciding whether or not to elect for the Alternative Offer.
- ADVANZ PHARMA Shareholders should also ascertain whether acquiring or holding Topco B Shares is affected by the laws of the relevant jurisdiction in which they reside and consider whether Topco B Shares are a suitable investment in light of their own personal circumstances. ADVANZ PHARMA Shareholders are, therefore, strongly recommended to seek their own independent financial, tax and legal advice in light of their own particular circumstances and investment objectives before deciding whether to elect for the Alternative Offer. Any decision to elect for the Alternative Offer should be based on independent financial, tax and legal advice and full consideration of this Announcement and the Scheme Document (when published).
- Bidco has received irrevocable undertakings to vote (or to procure the voting) in favour of the Scheme at the Court Meeting and the Resolutions at the General Meeting (or, in the event that the Acquisition is to be effected by way of a Takeover Offer, to accept, or procure the acceptance of, such Takeover Offer) in respect of a total of 43,014,925 ADVANZ PHARMA Shares (representing, in aggregate approximately 87.94 per cent. of the limited voting share capital of
- It is intended that the Acquisition will be effected by means of a Court-sanctioned members' scheme of arrangement of
- The Acquisition will be subject to the Conditions and certain further terms set out in Appendix I to this Announcement.
- The Scheme Document will include further details of the Scheme, together with notice of the Court Meeting and the General Meeting and the expected timetable, and will specify the action to be taken by ADVANZ PHARMA Shareholders. The Scheme Document (together with the Forms of Proxy and Form of Election) will be sent to ADVANZ PHARMA Shareholders as soon as reasonably practicable, and in any event (save with the consent of the Panel), within 28 days of this Announcement.
- The Scheme is expected to become Effective in the second quarter of 2021, subject to the satisfaction or (where applicable) waiver of the Conditions.
- The Scheme will be governed by Jersey law and will be subject to the jurisdiction of the Court. The Scheme will be subject to the applicable requirements of the Takeover Code and the Panel, as well as applicable securities laws of
Commenting on the Announcement,
Commenting on the Announcement,
.
(C) 2021 M2 COMMUNICATIONS, source