TIDMUDG TIDMTTM
RNS Number : 7722I
UDG Healthcare Public Limited Co.
16 August 2021
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 OR REGULATIONS OF THAT
JURISDICTION
FOR IMMEDIATE RELEASE
16 August 2021
Increased and Final Recommended Cash Offer for
UDG Healthcare plc
by
Nenelite Limited
(a newly incorporated company and Affiliate of Clayton, Dubilier
& Rice, LLC as manager of CD&R Funds X and XI)
to be implemented by way of a scheme of arrangement under
Chapter 1 of Part 9 of the Companies Act 2014
scheme effective and completion of the acquisition
The boards of Nenelite Limited ("Bidco") and UDG Healthcare plc
("UDG") are pleased to announce that the scheme of arrangement
under Chapter 1 of Part 9 of the Companies Act 2014 (the "Scheme")
in connection with the increased and final recommended cash offer
by Bidco, an Affiliate of Clayton, Dubilier & Rice, LLC
("CD&R"), for the entire issued and to be issued share capital
of UDG (the "Acquisition"), became effective today, 16 August
2021.
Despatch of cheques and electronic transfers to Euroclear Bank
for the cash consideration payable by Bidco to Scheme Shareholders
under the terms of the Scheme will be effected by no later than 30
August 2021.
The cancellation of listing of UDG Shares on the Official List
of the FCA and of trading in UDG Shares on the Main Market of the
London Stock Exchange is expected to occur by 8.00 a.m. (Dublin
time) on 17 August 2021.
Capitalised terms used, but not defined, in this announcement
have the same meaning as in the Revised Scheme Document dated 7
July 2021.
Enquiries:
UDG Tel: + 353 (0) 1 468 9000
Brendan McAtamney / Nigel Clerkin / Damien Moynagh / Keith Byrne
Goldman Sachs International (financial adviser to UDG) Tel: +44 (0) 20 7774 1000
Ben Thorpe / Chris Emmerson / Skylar Dabbar
Rothschild & Co (financial adviser to UDG) Tel: +44 (0) 20 7280 5000
Hedley Goldberg / Julian Hudson / Ashley Southcott
Davy (corporate broker and corporate finance adviser to UDG) Tel: +353 (0) 1 679 7788
Ronan Veale / Brian Garrahy
Liberum (corporate broker to UDG) Tel: +44 (0) 20 3100 2000
John Fishley
Peel Hunt (corporate broker to UDG) Tel: +44 (0) 20 7418 8900
James Steel
Powerscourt (PR adviser to UDG) Tel: +44 (0) 20 7250 1446
Lisa Kavanagh / Eavan Gannon / Jack Hickey
Statements Required by the Takeover Rules
The UDG Directors accept responsibility for the information
contained in this announcement relating to UDG , the UDG Group and
the UDG Directors and members of their immediate families, related
trusts and persons connected with them. To the best of the
knowledge and belief of the UDG Directors (who have taken all
reasonable care to ensure that such is the case), the information
contained in this announcement for which they accept responsibility
is in accordance with the facts and does not omit anything likely
to affect the import of such information.
Goldman Sachs International, which is authorised by the PRA and
regulated by the PRA and the FCA in the United Kingdom, is acting
as financial adviser to UDG and no one else in connection with the
matters described in this announcement and will not be responsible
to anyone other than UDG for providing the protections afforded to
clients of Goldman Sachs International nor for providing advice in
connection with any matter referred to herein. Goldman Sachs
International has given, and not withdrawn, its consent to the
inclusion of its advice in this announcement in the form and
context in which it is included.
N.M. Rothschild and Sons Limited ("Rothschild & Co"), which
is authorised and regulated by the FCA in the United Kingdom, is
acting as financial adviser to UDG, including providing independent
financial advice to the UDG Directors for the purposes of Rule 3 of
the Takeover Rules, and no one else in connection with the matters
described in this announcement and will not be responsible to
anyone other than UDG for providing the protections afforded to
clients of Rothschild & Co nor for providing advice in
connection with any matter referred to herein. Neither Rothschild
& Co 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 Rothschild & Co in connection with this
announcement, any statement contained herein, the Acquisition or
otherwise. Rothschild & Co has given, and not withdrawn, its
consent to the inclusion of its advice in this announcement in the
form and context in which it is included.
J&E Davy ("Davy"), which is authorised and regulated in
Ireland by the Central Bank of Ireland, is acting as corporate
broker and corporate finance adviser to UDG and no one else in
connection with the matters described in this announcement and will
not be responsible to any person for providing the protections
afforded to customers of Davy or for advising any other person in
connection with any matter referred to herein.
Liberum Capital Limited, which is authorised and regulated by
the FCA, is acting as corporate broker to UDG and no one else in
connection with the matters described in this announcement and will
not be responsible to anyone other than UDG for providing the
protections afforded to clients of Liberum Capital Limited nor for
providing advice in connection with any matter referred to
herein.
Peel Hunt LLP ("Peel Hunt "), which is authorised and regulated
in the United Kingdom by the FCA, is acting as corporate broker for
UDG and for no one else in connection with the matters referred to
in this announcement and will not be responsible to anyone other
than UDG for providing the protections afforded to clients of Peel
Hunt or for providing advice in connection with any matter referred
to herein.
General
This announcement is for information purposes only and is not
intended to, and does not, 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 in any jurisdiction pursuant to the Acquisition or
otherwise, nor shall there be any sale, issuance or transfer of
securities in any jurisdiction in contravention of applicable law .
The Acquisition will be made solely through the Scheme Document and
the Revised Scheme Document (or, if the Acquisition is implemented
by way of a Takeover 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 acceptance or
other response to the Acquisition should be made only on the basis
of the information in the Scheme Document and the Revised Scheme
Document (or, if the Acquisition is implemented by way of a
Takeover Offer, the offer document).
Overseas Shareholders
The availability of the Acquisition to UDG Shareholders who are
not resident in and citizens of Ireland or the United Kingdom 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 Ireland or the United Kingdom 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 Ireland or the United Kingdom to vote their UDG
Shares with respect to the Scheme at the Adjourned Scheme Meeting,
or to appoint another person as proxy to vote at the Adjourned
Scheme 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 Revised Scheme Document.
Unless otherwise determined by Bidco or required by the Takeover
Rules, and permitted by applicable law and regulation, the
Acquisition will not be made available, directly or indirectly, in,
into or from a 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 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 a Takeover Offer (unless
otherwise permitted by applicable law and regulation), the Takeover
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 Takeover Offer
may not be capable of acceptance by any such use, means,
instrumentality or facilities.
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END
MSCGPUPCRUPGGUQ
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