TIDMINN
RNS Number : 2325P
Broadcom International Ltd
13 July 2010
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, IN, INTO OR
FROM ANY RESTRICTED JURISDICTION OR ANY OTHER JURISDICTION WHERE TO DO THE SAME
WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION
FOR IMMEDIATE RELEASE
13 July 2010
BROADCOM INTERNATIONAL LIMITED
(the "Offeror")
(a wholly owned indirect subsidiary of Broadcom Corporation ("Broadcom"))
RECOMMENDED CASH OFFER
for
INNOVISION RESEARCH & TECHNOLOGY PLC
("Innovision")
OFFER DECLARED WHOLLY UNCONDITIONAL
Introduction
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 terms of and conditions to the Offer were set out in an Offer Document and
Form of Acceptance, which were posted to Innovision Shareholders on 18 June
2010.
The Offeror announces today that all of the conditions to its recommended Offer
have been satisfied or waived and, accordingly, the Offer is wholly
unconditional.
Levels of acceptances
As at 3.30 p.m. (London time) on 12 July 2010, the Offeror had received valid
acceptances from Innovision Shareholders in respect of 71,936,369 Innovision
Shares, representing approximately 78.57 per cent. of the existing issued share
capital of Innovision, which may count towards the satisfaction of the
Acceptance Condition to the Offer (as set out in paragraph 1(a) of Part A of
Appendix I to the Offer Document).
These acceptances include acceptances of the Offer by (a) all of the Innovision
Directors (pursuant to the irrevocable undertakings given by them as described
in the Offer Document) in respect of, in aggregate, 274,317 Innovision Shares,
representing approximately 0.3 per cent. of the existing issued share capital of
Innovision (b) certain of the Innovision Shareholders (pursuant to the
irrevocable undertakings given by them as described in the Offer Document) in
respect of, in aggregate, 27,615,897 Innovision Shares, representing
approximately 30.16 per cent. of the existing issued share capital of Innovision
and (c) certain of the Innovision Shareholders (pursuant to the letters of
intent given by them as described in the Offer Document) in respect of, in
aggregate, 12,025,175 Innovision Shares, representing approximately 13.14 per
cent. of the existing issued share capital of Innovision.
Interests in relevant securities
As at 5.00 p.m. (London time) on 12 July 2010, the Offeror had interests in
9,640,611 Shares, representing approximately 10.53 per cent. of the existing
issued share capital of Innovision. Such shares were acquired by the Offeror
from 2 Innovision Shareholders on 06 July 2010.
Acceptance Condition reduced and Offer wholly unconditional
The Offeror announces that it has reduced the percentage of Innovision Shares
required to satisfy the Acceptance Condition to 50 per cent. plus one Innovision
Share. Accordingly, in light of the acceptances referred to above, the Offer
has become unconditional as to acceptances.
All of the other conditions to the Offer have now been satisfied or waived and,
accordingly, the Offer is wholly unconditional.
Extension of the Offer and further acceptances
The Offeror announces that the Offer will remain open for acceptance until
further notice. At least 14 days' notice will be given prior to the closing of
the Offer to those Innovision Shareholders who have not then accepted the Offer.
Innovision Shareholders who have not accepted the Offer are urged to do so
without delay.
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 as soon as possible.
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 as soon as possible.
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.
Delisting, cancellation of trading and re-registration
As set out in paragraph 11 of Part 2 of the Offer Document, following receipt of
acceptances which result in the Offeror carrying, in aggregate, 75 per cent. or
more of the voting rights attaching to the issued share capital of Innovision,
the Offeror intends to procure that Innovision applies for the cancellation of
the admission to trading of Innovision Shares on AIM. It is anticipated that
the cancellation of admission to trading will take effect no earlier than 20
Business Days after the date on which the Offeror has, by virtue of its
shareholdings and acceptances of the Offer, acquired or agreed to acquire Shares
carrying 75 per cent. of the voting rights attaching to the issued share capital
of Innovision. Such cancellation and delisting will reduce the liquidity and
marketability of any Innovision Shares not assented to the Offer.
Following such cancellation and delisting, the Offeror intends to procure that
Innovision re-registers from a public limited company to a private limited
company.
Compulsory acquisition
The Offeror intends, in the event that it receives acceptances of the Offer in
respect of, or otherwise acquires, 90 per cent. or more of the Innovision Shares
to which the Offer relates, to exercise its rights pursuant to the relevant
provisions of the Companies Act 2006 to acquire compulsorily any remaining
Innovision Shares to which the Offer relates on the same terms as the Offer.
Settlement
Except as provided otherwise in the Offer Document, settlement of the
consideration to which Shareholders are entitled under the Offer will be
despatched to validly accepting Shareholders: (i) in the case of acceptances
received, valid and complete in all respects on or before the date of this
announcement, on or before 27 July 2010; or (ii) in the case of acceptances
received, valid and complete in all respects, after such date but while the
Offer remains open for acceptance, within 14 days of such receipt, and in either
case in the manner described in paragraph 15 of Part 2 of the Offer Document.
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
ICIS (financial PR adviser to Innovision):
Caroline Evans-Jones/ Hilary Millar
+44.20.7651.8688
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.
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.
Cautionary statement regarding forward-looking statements
This announcement may contain forward-looking statements concerning the Offeror,
Broadcom, the Broadcom Group, Innovision and the Innovision Group. Generally,
the words 'will', 'may', 'should', 'continue', 'believes', 'expects', 'intends',
'anticipates' or similar expressions identify forward-looking statements. The
forward-looking statements involve risks and uncertainties that could cause
actual results to differ materially from those suggested by them. Many of these
risks and uncertainties relate to factors that are beyond the companies'
abilities to control or estimate precisely, such as future market conditions and
the behaviours of other market participants, and, therefore, undue reliance
should not be placed on such statements which speak only as at the date of this
announcement. None of the Offeror, Broadcom, any member of the Broadcom Group,
Innovision or any member of the Innovision Group can give any assurance that
such forward looking statements will prove to have been correct. The reader is
cautioned not to place undue reliance on these forward-looking statements, which
speak only as of the date of this document. None of the Offeror, Broadcom, any
member of the Broadcom Group, Innovision or any member of the Innovision Group
assumes any obligation to update or revise publicly any of the forward-looking
statements set out herein, whether as a result of new information, future events
or otherwise, except as required pursuant to applicable law.
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.
About Broadcom
Broadcom Corporation is a major technology innovator and global leader in
semiconductors for wired and wireless communications. Broadcom products enable
the delivery of voice, video, data and multimedia to and throughout the home,
the office and the mobile environment. We provide the industry's broadest
portfolio of state-of-the-art system-on-a-chip and software solutions to
manufacturers of computing and networking equipment, digital entertainment and
broadband access products, and mobile devices. These solutions support our core
mission: Connecting everything .
Broadcom, one of the world's largest fabless communications semiconductor
companies, with 2009 revenue of $4.49 billion, and holds more than 4,050 U.S.
and 1,650 foreign patents, and has more than 7,900 additional pending patent
applications, and one of the broadest intellectual property portfolios
addressing both wired and wireless transmission of voice, video, data and
multimedia.
A FORTUNE 500 company, Broadcom is headquartered in Irvine, Calif., and has
offices and research facilities in North America, Asia and Europe. Broadcom may
be contacted at +1.949.926.5000 or at www.broadcom.com.
Broadcom , the pulse logo, Connecting everything , and the Connecting everything
logo are among the trademarks of Broadcom Corporation and/or its affiliates in
the United States, certain other countries and/or the EU. Any other trademarks
or trade names mentioned are the property of their respective owners.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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