TIDMDPH
RNS Number : 8602Z
Dechra Pharmaceuticals PLC
16 January 2024
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 OR
REGULATIONS OF SUCH JURISDICTION
FOR IMMEDIATE RELEASE
16 January 2024
RECOMMED CASH ACQUISITION
of
Dechra Pharmaceuticals PLC ("Dechra" or the "Company")
by
Freya Bidco Limited ("Bidco")
(a newly formed company to be indirectly owned by (i) EQT X EUR
SCSp and EQT X USD SCSp, each acting through its manager (gérant)
EQT Fund Management S.à r.l., and (ii) Luxinva S.A.)
Scheme of Arrangement becomes Effective
On 2 June 2023, the boards of directors of Dechra and Bidco
announced they had reached agreement on the terms and conditions of
a recommended cash acquisition by Bidco of the entire issued, and
to be issued, ordinary share capital of Dechra (the "Acquisition").
The Acquisition is being implemented by means of a Court-sanctioned
scheme of arrangement under Part 26 of the Companies Act 2006 (the
"2006 Act") (the "Scheme").
The circular in relation to the Scheme, including full details
of the Acquisition, was published on 26 June 2023 (the "Scheme
Document"). Capitalised terms used but not otherwise defined in
this announcement have the meanings set out in the Scheme Document.
All references to times in this announcement are to London, United
Kingdom times, unless otherwise stated.
On 20 July 2023, the requisite majority of Scheme Shareholders
voted to approve the Scheme at the Court Meeting and the requisite
majority of Dechra Shareholders voted to pass the Special
Resolution to implement the Scheme, including the amendment of
Dechra's articles of association, at the General Meeting.
On 12 January 2024, Dechra announced that the Court had
sanctioned the Scheme at the Sanction Hearing held earlier on the
same date.
Dechra and Bidco are pleased to announce that, following
delivery of a copy of the Court Order (together with a copy of the
Scheme and all documents required to be annexed thereto) to the
Registrar of Companies, the Scheme has today become Effective in
accordance with its terms and, pursuant to the Scheme, the entire
issued share capital of Dechra is now owned by Bidco.
Suspension and cancellation of admission to listing and trading
of Dechra Shares
The admission of the Dechra Shares to the premium listing
segment of the Financial Conduct Authority's Official List (the
"Official List") and the admission of the Dechra Shares to trading
on the London Stock Exchange plc's main market for listed
securities (the "Main Market"), and therefore dealings in Dechra
Shares, were suspended with effect from 7:30 a.m. this morning. As
a result of the Scheme having become Effective, share certificates
in respect of the Scheme Shares have ceased to be valid documents
of title and entitlements to Scheme Shares held in uncertificated
form in CREST are being cancelled.
Applications have been made to the Financial Conduct Authority
and the London Stock Exchange in relation to the cancellation of
the listing of the Dechra Shares from the Official List and for the
cancellation of the admission to trading of the Dechra Shares on
the Main Market, both of which are expected to take effect by 7.30
a.m. on 17 January 2024.
As a result of this announcement, Dechra is no longer in an
"Offer Period" as defined in the Takeover Code and accordingly the
dealing disclosure requirements previously notified to investors no
longer apply.
Consideration and settlement
In accordance with the terms of the Scheme, a Scheme Shareholder
on the register of members of Dechra at the Scheme Record Time,
being 6.00 p.m. on 15 January 2024, will be entitled to receive
3,875 pence in cash for each Scheme Share held. As set out in the
Scheme Document, settlement of the consideration to which any
Scheme Shareholder is entitled will be effected by way of
electronic payment or 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 (being 30 January 2024).
Board Changes
As the Scheme has now become Effective, Dechra duly announces
that, as of today's date all of the Non-Executive Directors of
Dechra have tendered their resignation and stepped down from the
Dechra Board. Ian Page and Paul Sandland will remain as directors
on the Dechra Board.
Enquiries:
Dechra
Ian Page, Chief Executive Officer
Paul Sandland, Chief Financial Officer +44 16 0681
Jonny Armstrong, Head of Investor Relations 4730
Investec Bank plc (Sole Financial Adviser and
Corporate Broker to Dechra)
Chris Treneman
Bruce Garrow +44 20 7597
David Anderson 5970
Tooley Street Communication (PR Adviser to Dechra) +44 77 8570
Fiona Tooley, Director 3523
EQT +44 77 1534
Finn McLaughlan 1608
BofA Securities (Joint Financial Adviser to
EQT, Luxinva S.A. and Bidco)
Laurent Dhome
Geoff Iles
Roy Wouters
Antonia Rowan +44 20 7628
Roman Makovitskiy 1000
Morgan Stanley (Joint Financial Adviser to EQT,
Luxinva S.A. and Bidco)
Anthony Zammit
James Talbot +44 20 7425
Tom Perry 8000
FGS Global (PR Adviser to EQT, Luxinva S.A. +44 20 7251
and Bidco) 3801
Faeth Birch EQT-LON@fgsglobal.com
Chris Ryall
Sophia Johnston
DLA Piper UK LLP is acting as legal adviser to Dechra.
Kirkland & Ellis International LLP is acting as legal
adviser to Bidco and EQT, and Freshfields Bruckhaus Deringer LLP is
acting as legal adviser to Luxinva S.A. and ADIA.
IMPORTANT NOTICES
Merrill Lynch International ("BofA Securities"), which is
authorised by the Prudential Regulation Authority ("PRA") and
regulated by the Financial Conduct Authority ("FCA") and the PRA in
the United Kingdom, is acting exclusively for EQT, Luxinva S.A. and
Bidco and for no one else and will not be responsible to anyone
other than EQT, Luxinva S.A. and Bidco for providing the
protections afforded to its clients or for providing advice in
connection with the Acquisition or any matter referred to herein.
Neither BofA Securities, 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 BofA Securities in connection
with this Announcement, any statement contained herein or
otherwise.
Morgan Stanley & Co. International plc ("Morgan Stanley"),
which is authorised by the PRA and regulated by the PRA and the FCA
in the United Kingdom, is acting exclusively for EQT, Luxinva S.A.
and Bidco and for no one else in connection with the Acquisition.
In connection with such matters, Morgan Stanley, its affiliates and
their respective directors, officers, employees and agents will not
regard any other person as their client, nor will they be
responsible to any other person for providing the protections
afforded to their clients or for providing advice in connection
with the Acquisition, the contents of this Announcement or any
other matter referred to herein.
Investec Bank plc ("Investec"), which is authorised in the
United Kingdom by the PRA and regulated in the UK by the FCA and
the PRA, is acting exclusively for Dechra and no one else in
connection with the Acquisition and shall not be responsible to
anyone other than Dechra for providing the protections afforded to
clients of Investec, nor for providing advice in connection with
the Acquisition or any matter referred to herein.
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 forth in this Announcement since such date.
The statements contained in this Announcement are not to be
construed as legal, business, financial or tax advice.
This Announcement is for information purposes only and is not
intended to, and does not, constitute, or form part of, an 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 Dechra 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, including details of how to vote in
respect of the Acquisition. Any vote in respect of the Scheme or
other response in relation to the Acquisition should be made only
on the basis of the information contained in the Scheme Document
(or, if the Acquisition is implemented by way of an Offer, the
offer document). This Announcement does not constitute a prospectus
or prospectus-equivalent document.
The information contained herein does not constitute an offer to
sell, nor a solicitation of an offer to buy, any security, and may
not be used or relied upon in connection with any offer or
solicitation. Any offer or solicitation in respect of EQT and EQT
Funds will be made only through a confidential private placement
memorandum and related documents which will be furnished to
qualified investors on a confidential basis in accordance with
applicable laws and regulations. The information contained herein
is not for publication or distribution to persons in the U.S. Any
securities referred to herein have not been and will not be
registered under the U.S. Securities Act of 1933, as amended, and
may not be offered or sold without registration thereunder or
pursuant to an available exemption therefrom. Any offering of
securities to be made in the U.S. would have to be made by means of
an offering document that would be obtainable from the issuer or
its agents and would contain detailed information about the issuer
of the securities and its management, as well as financial
information. The securities may not be offered or sold in the U.S.
absent registration or an exemption from registration.
The Acquisition will be subject to English law, the jurisdiction
of the Court, and the applicable requirements of the Takeover Code,
the Panel, the London Stock Exchange, the FCA, the Listing Rules
and the Registrar of Companies.
If you are in any doubt about the contents of this Announcement
or the action you should take, you are recommended to seek your own
personal, financial, tax and legal advice from your stockbroker,
bank manager, solicitor, accountant or other independent
professional adviser duly authorised under the Financial Services
and Markets Act 2000 (as amended) if you are in the United Kingdom,
or from another appropriately authorised independent financial
adviser if you are taking advice in a territory outside the United
Kingdom.
Overseas Shareholders
The release, publication or distribution of this Announcement in
or into jurisdictions other than the UK may be restricted by law
and therefore any persons who are subject to the law of any
jurisdiction other than the UK should inform themselves of, and
observe, any applicable legal or regulatory requirements. Any
failure to comply with such requirements 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 has been prepared in accordance with and for the
purpose of complying 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 Dechra 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. Persons who are not resident in the UK
should inform themselves of, and observe, any applicable legal or
regulatory requirements of their jurisdictions. In particular, the
ability of persons who are not resident in the United Kingdom to
vote their Dechra Shares with respect to the Scheme at the Court
Meeting, or to appoint another person as proxy to vote at the Court
Meeting on their behalf, may be affected by the laws of the
relevant jurisdictions in which they are located. 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.
Unless otherwise determined by Bidco or required by the Takeover
Code, and permitted by applicable law and regulation, the
Acquisition will not be made available, directly or indirectly, in,
into or from a Restricted Jurisdiction or any other jurisdiction
where to do so would violate the laws in that jurisdiction and no
person may vote in favour of the Scheme by any such use, means,
instrumentality or form within a Restricted Jurisdiction or any
other jurisdiction if to do so would constitute a violation of the
laws of that jurisdiction. Copies of this Announcement and any
formal documentation relating to the Acquisition are not being, and
must not be, directly or indirectly, mailed or otherwise forwarded,
distributed or sent in or into or from any Restricted Jurisdiction
or any other jurisdiction where to do so would violate the laws of
that jurisdiction and persons receiving such documents (including,
without limitation, agents, custodians, nominees and trustees) must
not mail or otherwise forward, distribute or send them in or into
or from any Restricted Jurisdiction. Doing so may render invalid
any related purported vote in respect of the Acquisition. If the
Acquisition is implemented by way of an Offer (unless otherwise
permitted by applicable law and regulation), the Offer may not be
made directly or indirectly, in or into, or by the use of mails or
any means or instrumentality (including, but not limited to,
facsimile, e-mail or other electronic transmission, telex or
telephone) of interstate or foreign commerce of, or of any facility
of a national, state or other securities exchange of any Restricted
Jurisdiction and the Offer may not be capable of acceptance by any
such use, means, instrumentality or facilities.
Further details in relation to overseas shareholders are
included in the Scheme Document (or, if the Acquisition is
implemented by way of an Offer, will be included in the offer
document).
Notice to U.S. Dechra Shareholders
The Acquisition relates to the shares of an English company and
is being made by means of a scheme of arrangement provided for
under the laws of England and Wales. A transaction effected by
means of a scheme of arrangement is not subject to the tender offer
or proxy solicitation rules under the U.S. Securities Exchange Act
of 1934 (the "U.S. Exchange Act"). Accordingly, the Acquisition is
subject to the disclosure requirements and practices applicable in
the UK to schemes of arrangement which differ from the disclosure
requirements of the U.S. tender offer and proxy solicitation rules.
The financial information included in this Announcement and the
Scheme Document has been prepared in accordance with generally
accepted accounting principles of the United Kingdom and thus may
not be comparable to financial information of U.S. companies or
companies whose financial statements are prepared in accordance
with generally accepted accounting principles in the United
States.
If, in the future, Bidco exercises its right to implement the
Acquisition by way of an Offer, which is to be made into the United
States, such Offer will be made in compliance with the applicable
U.S. laws and regulations.
It may be difficult for U.S. holders of Dechra Shares to enforce
their rights and any claim arising out of the U.S. federal laws,
since Bidco and Dechra are located in a non-U.S. jurisdiction, and
some or all of their officers and directors may be residents of a
non-U.S. jurisdiction. U.S. holders of Dechra Shares may not be
able to sue a non-U.S. company or its officers or directors in a
non-U.S. court for violations of the U.S. securities laws. Further,
it may be difficult to compel a non-U.S. company and its affiliates
to subject themselves to a U.S. court's judgement.
In accordance with normal UK practice and pursuant to Rule
14e-5(b) of the U.S. Exchange Act, EQT, Luxinva S.A., Bidco or
their nominees, or their brokers (acting as agents), may from time
to time make certain purchases of, or arrangements to purchase
Dechra Shares outside of the U.S., other than pursuant to the
Acquisition, until the date on which the Acquisition becomes
Effective, lapses or is otherwise withdrawn. Also, in accordance
with Rule 14e-5(b) of the U.S. Exchange Act, BofA Securities and
Morgan Stanley will continue to act as exempt principal traders in
Dechra shares on the London Stock Exchange. These purchases may
occur either in the open market at prevailing prices or in private
transactions at negotiated prices. Any information about such
purchases or arrangements will be disclosed as required in the
United Kingdom, will be reported to a Regulatory Information
Service and will be available on the London Stock Exchange website
at www.londonstockexchange.com .
U.S. Dechra Shareholders also should be aware that the
transaction contemplated herein may have tax consequences in the
U.S. and, that such consequences, if any, are not described herein.
U.S. Dechra Shareholders are urged to consult with legal, tax and
financial advisers in connection with making a decision regarding
this transaction.
Forward-looking statements
This Announcement (including information incorporated by
reference in this Announcement), oral statements made regarding the
Acquisition, and other information published by Bidco and Dechra
contain statements which are, or may be deemed to be,
"forward-looking statements". Forward-looking statements are
prospective in nature and are not based on historical facts, but
rather on current expectations and projections of the management of
Bidco and Dechra about future events, and are therefore subject to
risks and uncertainties which could cause actual results to differ
materially from the future results expressed or implied by the
forward-looking statements.
The forward-looking statements contained in this Announcement
include statements relating to the expected effects of the
Acquisition on Bidco and Dechra (including their future prospects,
developments and strategies), the expected timing and scope of the
Acquisition and other statements other than historical facts.
Often, but not always, forward-looking statements can be identified
by the use of forward-looking words such as "prepares", "plans",
"expects" or "does not expect", "is expected", "is subject to",
"budget", "projects", "synergy", "strategy", "scheduled", "goal",
"estimates", "forecasts", "cost-saving", "intends", "anticipates"
or "does not anticipate", or "believes", or variations of such
words and phrases or statements that certain actions, events or
results "may", "could", "should", "would", "might" or "will" be
taken, occur or be achieved. Forward looking statements may 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 Bidco's, Dechra's, any
member of the Bidco Group's or any member of the Dechra Group's
operations and potential synergies resulting from the Acquisition;
and (iii) the effects of global economic conditions and
governmental regulation on Bidco's, Dechra's, any member of the
Bidco Group's or any member of the Dechra Group's business.
Although Bidco and Dechra believe that the expectations
reflected in such forward-looking statements are reasonable, Bidco
and Dechra can give no assurance that such expectations will prove
to be correct. By their nature, forward-looking statements involve
risk and uncertainty because they relate to events and depend on
circumstances that will occur in the future. There are a number of
factors that could cause actual results and developments to differ
materially from those expressed or implied by such forward-looking
statements.
These factors include, but are not limited to: the ability to
complete the Acquisition; the ability to obtain requisite
regulatory and shareholder approvals and the satisfaction of other
Conditions on the proposed terms and schedule; changes in the
global political, economic, business and competitive environments
and in market and regulatory forces; changes in future exchange and
interest rates; changes in tax rates; future business combinations
or disposals; changes in general economic and business conditions;
changes in the behaviour of other market participants; changes in
the anticipated benefits from the proposed transaction not being
realised as a result of changes in general economic and market
conditions in the countries in which Bidco and Dechra operate,
weak, volatile or illiquid capital and/or credit markets, changes
in tax rates, interest rate and currency value fluctuations, the
degree of competition in the geographic and business areas in which
Bidco and Dechra operate and changes in laws or in supervisory
expectations or requirements. Other unknown or unpredictable
factors could cause actual results to differ materially from those
expected, estimated or projected in the forward-looking statements.
If any one or more of these risks or uncertainties materialises or
if any one or more of the assumptions proves incorrect, actual
results may differ materially from those expected, estimated or
projected. Such forward-looking statements should therefore be
construed in the light of such factors. Neither Bidco nor Dechra,
nor any of their respective associates or directors, officers or
advisers, provides any representation, assurance or guarantee that
the occurrence of the events expressed or implied in any
forward-looking statements in this Announcement will actually
occur. You are cautioned not to place any reliance on these
forward-looking statements.
Specifically, statements of estimated cost savings and synergies
related to future actions and circumstances which, by their nature,
involve risks, uncertainties and contingencies. As a result, the
cost savings and synergies referred to may not be achieved, may be
achieved later or sooner than estimated, or those achieved could be
materially different from those estimated. Due to the scale of the
Dechra Group, there may be additional changes to the Dechra Group's
operations. As a result, and given the fact that the changes relate
to the future, the resulting cost synergies may be materially
greater or less than those estimated.
Other than in accordance with their legal or regulatory
obligations, neither Bidco nor Dechra is under any obligation, and
Bidco and Dechra expressly disclaim any intention or obligation, to
update or revise any forward-looking statements, whether as a
result of new information, future events or otherwise.
Profit forecasts, estimates or quantified benefits
statements
The Dechra FY23 Profit Forecast is a profit forecast for the
purposes of Rule 28 of the Takeover Code. The Dechra FY23 Profit
Forecast, the assumptions and basis of preparation on which it is
based and the Dechra Directors' confirmation and reports, as
required by Rule 28 of the Takeover Code, are set out in Parts A, B
and C of Part 12 (Dechra FY23 Profit Forecast) of the Scheme
Document.
Save for the Dechra FY23 Profit Forecast, no statement in this
Announcement (or any information incorporated by reference into
this Announcement from another source) is intended to be or is to
be construed as a profit forecast or estimate for any period and no
statement in this Announcement should be interpreted to mean that
earnings or earnings per ordinary share of Dechra for the current
or future financial years would necessarily match or exceed the
historical published earnings or earnings per ordinary share of
Dechra.
Information relating to Dechra Shareholders
Please be aware that addresses, electronic addresses and certain
information provided by Dechra Shareholders, persons with
information rights and other relevant persons for the receipt of
communications from Dechra may be provided to Bidco during the
Offer Period as required under Section 4 of Appendix 4 of the
Takeover Code to comply with Rule 2.11(c) of the Takeover Code.
Publication on website and availability of hard copies
In accordance with Rule 26.1 of the Takeover Code, a copy of
this Announcement will be made available, subject to any
restrictions relating to persons resident in Restricted
Jurisdictions, free of charge, on Dechra's website at
https://www.Dechra.com/investors/cash-offer by no later than 12
noon on the Business Day following the date of this Announcement.
For the avoidance of doubt, neither the content of this website nor
of any website accessible from hyperlinks is incorporated by
reference or forms part of this Announcement.
In accordance with Rule 30.3 of the Takeover Code, Dechra
Shareholders, persons with information rights in Dechra,
participants in Dechra Share Plans and any other person to whom
this Announcement has been sent, may request a hard copy of this
Announcement (and any information incorporated in this Announcement
by reference to another source), free of charge, by: (i)
telephoning Equiniti on +44 (0) 333 207 6537. If calling from
outside the UK, please ensure the country code is used. Lines will
be open from 8.30 a.m. to 5.30 p.m., Monday to Friday (excluding
public holidays in England and Wales); or (ii) submitting a request
in writing to Equiniti Limited, Aspect House, Spencer Road,
Lancing, West Sussex BN99 6DA, United Kingdom. For persons who
receive a copy of this Announcement in electronic form or via a
website notification, a hard copy of this Announcement and any such
information incorporated in it by reference to another source will
not be sent unless so requested. In accordance with Rule 30.3 of
the Takeover 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.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
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END
SOABFMMTMTBBBTI
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January 16, 2024 05:15 ET (10:15 GMT)
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