TIDMCLL
RNS Number : 7874V
Cello Health PLC
11 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
11 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
Scheme of Arrangement becomes Effective
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").
On 7 August 2020, Cello announced that the Court had sanctioned
the Scheme at the Court Hearing held earlier that day.
Following the delivery of a copy of the Court Order with the
Registrar of Companies earlier today, Cello and Bidco are pleased
to announce that the Scheme has now become Effective.
Under the terms of the Scheme, holders of Scheme Shares are
entitled to receive 161 pence for each Scheme Share held at the
Scheme Record Time. The latest date for the despatch of cheques to
Scheme Shareholders and settlement through CREST is 25 August
2020.
Dealings in Cello Shares were suspended with effect from 7.30
a.m. (London time) today. Cancellation of the admission to trading
on AIM of Cello Shares is expected to take place at 7.00 a.m.
(London time) on 12 August 2020.
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.
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
SOAKFLBFBVLBBBQ
(END) Dow Jones Newswires
August 11, 2020 05:07 ET (09:07 GMT)
Cello Health (LSE:CLL)
Historical Stock Chart
From Mar 2024 to Apr 2024
Cello Health (LSE:CLL)
Historical Stock Chart
From Apr 2023 to Apr 2024