TIDMULE
RNS Number : 6714N
Ultra Electronics Holdings PLC
10 August 2017
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED IN IT IS NOT FOR
RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN
WHOLE OR IN PART, IN OR INTO ANY JURISDICTION IN WHICH IT WOULD BE
UNLAWFUL TO DO SO. PLEASE SEE THE IMPORTANT NOTICE WITHIN THIS
ANNOUNCEMENT.
Ultra Electronics Holdings plc ("Ultra")
Publication of Circular and Notice of General Meeting
Further to the announcement made on 7 July 2017, Ultra will
today publish a circular (the "Circular") in relation to the
proposed acquisition by Ultra of Sparton Corporation ("Sparton") on
the terms and conditions of the agreement and plan of merger dated
7 July 2017 entered into between Ultra, Ultra Electronics Aneira
Inc. (an Ohio corporation and an indirect wholly-owned subsidiary
of Ultra) and Sparton (the "Merger Agreement") (the
"Acquisition").
The Acquisition is subject to the approval of Ultra's
shareholders. Accordingly, the Circular contains a notice convening
a General Meeting which is to be held at the offices of Ultra at
417 Bridport Road, Greenford, Middlesex UB6 8UA at 10:00 a.m. on 29
August 2017 at which a resolution will be proposed for the Ultra
shareholders to approve the Acquisition (the "Notice of General
Meeting").
The Circular and Notice of General Meeting will today be
submitted to the Financial Conduct Authority's National Storage
Mechanism (the "NSM") and will be available for inspection on the
NSM's website at http://www.morningstar.co.uk/uk/NSM.
The Circular and Notice of General Meeting will also be
available for viewing on Ultra's website at
www.ultra-electronics.com/investors and will today be posted to
Ultra's shareholders.
In addition to the passing of the required resolution at the
General Meeting, completion of the Acquisition is conditional on,
amongst other things, a vote to adopt the Merger Agreement by at
least two-thirds of Sparton shareholders, competition clearance
from relevant anti-trust authorities, including the US anti-trust
authorities in accordance with the requirements of the HSR Act, and
completion of the CFIUS, DSS and Investment Canada Act review
processes.
For further information contact:
Ultra Electronics Holdings
plc +44 (0) 20 8813 4300
Rakesh Sharma, Chief Executive
Amitabh Sharma, Group Finance
Director
Susan McErlain, Corporate +44 (0) 7836 522
Affairs Director 722
Investec Bank plc (Sole Sponsor,
Bookrunner and Broker) +44 (0) 20 7597 5970
Christopher Baird / Keith
Anderson / Carlton Nelson
RBC (Financial Adviser) +44 (0) 20 7489 1188
Mark Preston / Paul Betts
/ Louise Melikian
Guggenheim Securities (Financial
Adviser) +1 212 739 0700
Jon Huerta / Drew Heimlich
MHP Communications +44 (0) 20 3128 8756
James White
About Ultra
Ultra Electronics is an internationally successful defence,
security, transport and energy company with a long track record of
development and growth. Ultra and Ultra's subsidiaries and
subsidiary undertakings (the "Ultra Group") manage a portfolio of
specialist capabilities generating innovative solutions to customer
needs. Ultra applies electronic and software technologies in
demanding and critical environments ranging from military
applications, through safety-critical devices in aircraft, to
nuclear controls and sensor measurement. These capabilities have
seen the Ultra Group's highly-differentiated products contributing
to a large number of platforms and programmes.
Ultra has world-leading positions in many of its specialist
capabilities and, as an independent, non-threatening partner, is
able to support all of the main prime contractors in its sectors.
As a result of such positioning, Ultra's systems, equipment or
services are often mission or safety-critical to the successful
operation of the platform to which they contribute. In turn, this
mission-criticality secures Ultra's positions for the long-term
which underpins the superior financial performance of the Ultra
Group.
Ultra offers support to its customers through the design,
delivery and support phases of a programme. Ultra businesses have a
high degree of operational autonomy where the local management
teams are empowered to devise and implement competitive strategies
that reflect their expertise in their specific niches. The Ultra
Group has a small head office and executive team that provide to
the individual businesses the same agile, responsive support that
they provide to customers, as well as formulating Ultra's
overarching, corporate strategy.
Across the Ultra Group's three divisions, Ultra operates in the
following eight market segments:
-- Aerospace -- C2ISR
-- Land -- Nuclear
-- Communications -- Infrastructure
-- Maritime -- Underwater
Warfare
IMPORTANT NOTICES
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, subscribe for or otherwise acquire or
dispose of, or any solicitation to purchase or subscribe for or
otherwise acquire or dispose of, any securities in any
jurisdiction. Persons needing advice should consult an independent
financial adviser. The information contained in this announcement
is not for release, publication or distribution to persons in any
jurisdiction where to do so might constitute a violation of local
securities laws or regulations.
This announcement has been issued by and is the sole
responsibility of Ultra. The information contained in this
announcement is for background purposes only and does not purport
to be full or complete. The information in this announcement is
subject to change without notice.
Investec Bank plc ("Investec") and RBC Europe Limited ("RBC")
are authorised by the Prudential Regulatory Authority and regulated
in the United Kingdom by the Prudential Regulation Authority and
the Financial Conduct Authority and are acting exclusively for
Ultra and no one else in connection with the Acquisition, the
content of this announcement or the Circular and other matters
described in this announcement or the Circular. Investec and RBC
will not regard any other person as its client in relation to the
Acquisition, the content of this announcement or the Circular and
other matters described in this announcement or the Circular and
will not be responsible to anyone other than Ultra for providing
the protections afforded to its clients or for providing advice to
any other person in relation to the Acquisition, the content of
this announcement or the Circular or any other matters referred to
in this announcement or the Circular.
Guggenheim Securities, LLC ("Guggenheim Securities"), a broker
dealer registered with the United States Securities and Exchange
Commission and a member of the U.S. Financial Industry Regulatory
Authority, has been engaged by Ultra as its financial advisor in
connection with the Acquisition. Guggenheim Securities is acting
exclusively for Ultra and no one else in connection with the
Acquisition or any other matter described in this announcement or
the Circular. Guggenheim Securities will not regard any person
other than Ultra as its client in relation to the Acquisition or
any other matter described in this announcement or the Circular and
will not be responsible for providing advice or any of the
protections afforded to its clients to any person other than Ultra
in relation to the Acquisition or any other matter described in
this announcement or the Circular.
No representation or warranty, express or implied, is or will be
made as to, or in relation to, and no responsibility or liability
is or will be accepted by Investec or by any of its respective
affiliates or agents as to, or in relation to, the accuracy or
completeness of this announcement or any other written or oral
information made available to or publicly available to any
interested party or its advisers, and any liability therefore is
expressly disclaimed.
Neither the content of Ultra's website (or any other website)
nor the content of any website accessible from hyperlinks on
Ultra's website (or any other website) is incorporated into or
forms part of this announcement.
This information is provided by RNS
The company news service from the London Stock Exchange
END
CIRZMGMRMGNGNZM
(END) Dow Jones Newswires
August 10, 2017 07:31 ET (11:31 GMT)
Ultra Electronics (LSE:ULE)
Historical Stock Chart
From Apr 2024 to May 2024
Ultra Electronics (LSE:ULE)
Historical Stock Chart
From May 2023 to May 2024