TIDMOSI TIDMTTM
RNS Number : 4271R
Osirium Technologies PLC
26 October 2023
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 THAT JURISDICTION
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
FOR IMMEDIATE RELEASE
26 October 2023
RECOMMED CASH ACQUISITION
of
Osirium Technologies plc ("Osirium")
by
SailPoint Technologies UK Ltd ("Bidco")
(a wholly-owned indirect subsidiary of SailPoint Parent,
L.P.)
to be effected by means of a Scheme of Arrangement under Part 26
of the Companies Act 2006
COURT SANCTION OF SCHEME OF ARRANGEMENT
On 30 August 2023, the boards of Osirium and Bidco announced
that they had reached agreement on the terms of a recommended cash
acquisition pursuant to which Bidco proposes to acquire the entire
issued and to be issued share capital of Osirium (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 "Scheme"), full details of which were sent,
or made available, to the Osirium Shareholders in the circular
dated 18 September 2023 (the "Scheme Document").
On 12 October 2023, the Scheme was approved by the requisite
majority of Scheme Shareholders at the Court Meeting and the
Resolution relating to the implementation of the Scheme was
approved by the requisite majority of Osirium Shareholders at the
General Meeting.
Osirium is pleased to announce that the High Court of Justice in
England and Wales has today sanctioned the Scheme pursuant to which
the Acquisition is being implemented.
It is anticipated that the Effective Date of the Scheme will be
30 October 2023, which is when a copy of the Court Order is
expected to be delivered to the Registrar of Companies (together
with a copy of the Scheme and all documents required to be annexed
thereto). There has been no change to the expected timetable of
principal events for the Acquisition set out in the announcement
made by Osirium in relation to the Acquisition on 12 October
2023.
The last day of dealings in, and for the registration and
transfer of, and disablement in CREST of, Osirium Shares is
expected to be tomorrow, 27 October 2023. The Scheme Record Time is
expected to be 6.00 p.m. on 27 October 2023. An application has
been made for the suspension of trading in Osirium Shares on AIM,
and such suspension is expected to take effect at 7.30 a.m. on 30
October 2023. The cancellation of Osirium Shares from admission to
trading on AIM has also been applied for and will, subject to the
Scheme becoming Effective, take effect at 7.00 a.m. on 31 October
2023.
On the Effective Date, share certificates in respect of Scheme
Shares will cease to be valid documents of title and entitlements
to Scheme Shares held in uncertificated form in CREST will be
cancelled.
A further announcement will be made when the Scheme has become
Effective.
Full details of the Acquisition are set out in the Scheme
Document.
Capitalised terms used in this announcement, unless otherwise
defined, shall have the meanings given to them in the Scheme
Document.
All references in this announcement to times are to times in
London.
Enquiries
SailPoint and Bidco
c/o Cavendish
Cavendish Capital Markets Limited
(Financial Adviser to SailPoint and Bidco)
Henrik Persson + 44 20 7220
Fergus Sullivan 0500
Osirium Technologies plc
c/o Allenby
Allenby Capital Limited
(Nominated Adviser, Financial Adviser and Corporate
Broker to Osirium)
James Reeve/George Payne (Corporate Finance)
Tony Quirke/Stefano Aquilino (Sales and Corporate +44 20 3328
Broking) 5656
Alma PR (Financial PR adviser to Osirium)
Hilary Buchanan
Kieran Breheny +44 20 3405
Will Ellis Hancock 0205
Kirkland & Ellis International LLP is acting as legal
adviser to Bidco and SailPoint.
Blake Morgan LLP is acting as legal adviser to Osirium.
Further information
Cavendish Capital Markets Limited ("Cavendish"), which is
authorised and regulated in the United Kingdom by the FCA, is
acting as financial adviser to SailPoint and Bidco and no one else
in connection with the matters described in this announcement and
will not be responsible to anyone other than SailPoint and Bidco
for providing the protections offered to clients of Cavendish or
for providing advice in connection with any matter referred to in
this announcement. Neither Cavendish nor any of its affiliates (nor
their respective directors, officers, employees or agents) 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 Cavendish in
connection with this announcement, any statement contained herein,
the Offer or otherwise. No representation or warranty, express or
implied, is made by Cavendish as to the contents of this
announcement.
Allenby Capital Limited ("Allenby"), which is authorised and
regulated in the United Kingdom by the FCA, is acting exclusively
for Osirium and for no one else in connection with matters set out
in this announcement. Allenby 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
Osirium for providing the protections afforded to clients of
Allenby, or for providing advice in relation to the Acquisition,
the contents of this announcement or any other matters referred to
in this announcement. Neither Allenby 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 Allenby
in connection with the matters referred to in this announcement, or
otherwise. No representation or warranty, express or implied, is
made by Allenby as to the contents of this announcement.
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 Osirium 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 will contain 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, prospectus
equivalent document or exempted document.
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
independent financial advice immediately from your stockbroker,
bank manager, solicitor, accountant or independent financial
adviser duly authorised under the Financial Services and Markets
Act 2000 (as amended) if you are resident in the United Kingdom or,
if not, from another appropriately authorised independent financial
adviser.
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 AIM
Rules, the Market Abuse Regulation 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 Osirium 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 Osirium 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.
Further details in relation to Overseas Shareholders will be
contained in the Scheme Document.
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, from, 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 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 from 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
and persons receiving such documents (including, without
limitation, agents, custodians, nominees and trustees) must not
mail or otherwise forward, distribute or send it 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, into, from, 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 will be
included in the Scheme Document.
Notice to U.S. Osirium 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 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 Osirium Shares to
enforce their rights and any claim arising out of the U.S. federal
laws, since Bidco and Osirium 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 Osirium
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, SailPoint, Thoma Bravo or their
nominees, or their brokers (acting as agents), may from time to
time make certain purchases of, or arrangements to purchase,
Osirium 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, Cavendish will
continue to act as an exempt principal trader in Osirium 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 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, www.londonstockexchange.com.
U.S. Osirium 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. Osirium 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 Osirium
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 Osirium 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 Osirium (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, Osirium's, any
member of the SailPoint Group's or any member of the Osirium
Group's operations and potential synergies resulting from the
Acquisition; and (iii) the effects of global economic conditions
and governmental regulation on Bidco's, Osirium's, any member of
the SailPoint Group's or any member of the Osirium Group's
business.
Although Bidco and Osirium believe that the expectations
reflected in such forward-looking statements are reasonable, Bidco
and Osirium 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 Osirium 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 Osirium 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 Osirium,
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
Osirium Group, there may be additional changes to the Osirium
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 Osirium is under any obligation, and
Bidco and Osirium 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.
Dealing and Opening Position Disclosure Requirements
Under Rule 8.3(a) of the Takeover Code, any person who is
interested in 1% or more of any class of relevant securities of an
offeree company or of any securities exchange offeror (being any
offeror other than an offeror in respect of which it has been
announced that its offer is, or is likely to be, solely in cash)
must make an Opening Position Disclosure following the commencement
of the offer period and, if later, following the announcement in
which any securities exchange offeror is first identified. 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 each of (i) the offeree company and (ii) any
securities exchange offeror(s). An Opening Position Disclosure by a
person to whom Rule 8.3(a) of the Takeover Code 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 and, if
appropriate, by no later than 3.30 pm (London time) on the 10th
business day following the announcement in which any securities
exchange offeror is first identified. Relevant persons who deal in
the relevant securities of the offeree company or of a securities
exchange offeror prior to the deadline for making an Opening
Position Disclosure must instead make a Dealing Disclosure.
Under Rule 8.3(b) of the Takeover Code, any person who is, or
becomes, interested in 1% or more of any class of relevant
securities of the offeree company or of any securities exchange
offeror must make a Dealing Disclosure if the person deals in any
relevant securities of the offeree company or of any securities
exchange offeror. 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 each of
(i) the offeree company and (ii) any securities exchange
offeror(s), 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 an offeree company or a
securities exchange offeror, they will be deemed to be a single
person for the purpose of Rule 8.3.
Opening Position Disclosures must also be made by the offeree
company and by any offeror and Dealing Disclosures must also be
made by the offeree company, by any offeror and by any persons
acting in concert with any of them (see Rules 8.1, 8.2 and
8.4).
Details of the offeree and offeror 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 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.
You should contact the Panel's Market Surveillance Unit on +44
(0)20 7638 0129 if you are in any doubt as to whether you are
required to make an Opening Position Disclosure or a Dealing
Disclosure.
Publication on a website
In accordance with Rule 26.1 of the Takeover Code, a copy of
this announcement will be made available, subject to certain
restrictions relating to persons resident in Restricted
Jurisdictions, on Osirium's website at www.osirium.com by no later
than 12 noon (London time) on the Business Day following this
announcement. For the avoidance of doubt, neither the content of
this website nor of any website accessible from hyperlinks set out
in this announcement is incorporated by reference or forms part of
this announcement.
No profit forecasts, estimates or quantified benefits
statements
No statement in this announcement is intended as a profit
forecast, profit estimate or quantified benefits statement for any
period and no statement in this announcement should be interpreted
to mean that earnings or earnings per share for Osirium for the
current or future financial years would necessarily match or exceed
the historical published earnings or earnings per share for
Osirium.
Requesting hard copy documents
In accordance with Rule 30.3 of the Takeover Code, Osirium
Shareholders, persons with information rights, participants in the
Osirium EMI Plan and Osirium Convertible Loan Noteholders may
request a hard copy of this announcement, free of charge, by
contacting Allenby on +44 (0) 20 3328 5656. For persons who receive
a copy of this announcement in electronic form or via a website
notification, a hard copy of this announcement will not be sent
unless so requested. In accordance with Rule 30.3 of the Takeover
Code, such persons 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.
Electronic Communications
Please be aware that addresses, electronic addresses and certain
other information provided by Osirium Shareholders, persons with
information rights and other relevant persons for the receipt of
communications from Osirium 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.
Rounding
Certain figures included in this announcement have been
subjected to rounding adjustments. Accordingly, figures shown for
the same category presented in different tables may vary slightly
and figures shown as totals in certain tables may not be an
arithmetic aggregation of figures that precede them.
General
If the Acquisition is effected by way of an Offer, and such an
Offer becomes or is declared unconditional in all respects and
sufficient acceptances are received, Bidco intends to exercise its
rights to apply the provisions of Chapter 3 of Part 28 of the 2006
Act so as to acquire compulsorily the remaining Osirium Shares in
respect of which the Offer has not been accepted.
Investors should be aware that Bidco may purchase Osirium Shares
otherwise than under any Offer or the Scheme, including pursuant to
privately negotiated purchases.
Disclaimer
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 SailPoint
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.
This information is provided by RNS, the news service of the
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END
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