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MarketScreener Homepage  >  Equities  >  London Stock Exchange  >  Consort Medical plc    CSRT   GB0000946276

CONSORT MEDICAL PLC

(CSRT)
  Report
Delayed Quote. Delayed London Stock Exchange - 01/23 03:21:25 am
1007.5 GBp   -0.25%
01/22CONSORT MEDICAL : Offer Update
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Consort Medical : Publication of Offer Document

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12/06/2019 | 02:56am EST

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 OF THAT JURISDICTION

FOR IMMEDIATE RELEASE

6 December 2019

Recommended Cash Offer

for

Consort Medical plc

By

Recipharm Holdings Limited

a directly wholly-owned subsidiary of Recipharm AB

Publication of Offer Document

On 18 November 2019, the Boards of Consort Medical plc ('Consort'), Recipharm AB and Recipharm Holdings Limited ('Recipharm') announced that they had reached agreement on the terms of a recommended cash offer (the 'Offer') by Recipharm, a directly wholly-owned subsidiary of Recipharm AB, for the entire issued and to be issued share capital of Consort.

Further to that announcement, Recipharm and Consort are pleased to announce that the offer document, which contains the full terms and conditions of the Offer and the procedures for acceptance of the Offer (the 'Offer Document'), is being published and posted to Consort Shareholders today, together with the related Form of Acceptance. For information purposes only, the Offer Document will also be sent, or made available, to persons with information rights and participants in the Consort Share Plans. The Offer is subject to the terms and conditions set out in the Offer Document and the Form of Acceptance.

The first Closing Date of the Offer is 1.00 p.m. (London Time) on 9 January 2020.

To accept the Offer in respect of Consort Shares held in certificated form (that is, not in CREST), Consort Shareholders should complete, sign and return the Form of Acceptance so as to be received no later than 1.00 p.m. (London time) on 9 January 2020. To accept the Offer in respect of Consort Shares held in uncertificated form (that is, in CREST), Consort Shareholders should follow the procedure for Electronic Acceptance through CREST so that the TTE instruction settles by no later than 1.00 p.m. (London time) on 9 January 2020. If a Consort Shareholder holds Consort Shares as a CREST sponsored member, acceptance of the Offer should be referred to the CREST sponsor as only the CREST sponsor will be able to send the necessary TTE instruction to Euroclear. Full details of the procedure for acceptance of the Offer are set out in paragraph 17 of Part 2 and in Parts C and D of Appendix 1 of the Offer Document and, in respect of certificated Consort shares, as further described in the Form of Acceptance accompanying the Offer Document.

Subject to certain restrictions relating to persons resident in a Restricted Jurisdiction, the Offer Document will be available on Recipharm's website at (www.recipharm.com/investor-relations) and Consort's website (www.consortmedical.com/investor-centre/) up to and including the end of the Offer.

Further copies of the Offer Document and the Form of Acceptance may be obtained by contacting the Receiving Agent, Computershare Investor Services PLC at Corporate Actions Projects, Computershare, Bristol, BS99 6AH or between 9.00 a.m. and 5.00 p.m. Monday to Friday (except UK public holidays) on 0370 702 0000 (if calling from within the UK) or +44 370 702 0000 (if calling from outside the UK). Calls to the helpline from outside the UK will be charged at applicable international rates. Calls may be recorded and randomly monitored for security and training purposes. The helpline cannot provide advice on the merits of the Offer nor give any financial, legal or tax advice.

Unless otherwise stated, the terms used in this announcement have the same meanings as given to them in the Offer Document.

Enquiries:

Recipharm Thomas Eldered

Tobias Hägglöv

Tel: +46 8 602 52 00

Consort Medical

Jonathan Glenn

Paul Hayes

Tel: +44 1442 867920

Lazard & Co., Limited(financial adviser to Recipharm)
Nicholas Shott

Dale Raine

James Hay

Tel: +44 20 7187 2000

Lazard AB(financial adviser to Recipharm)

Gustaf Slettengren

Victor Kastensson

Tel: +46 8 442 54 00

Peel Hunt(corporate broker to Recipharm)

Alastair Rae

Dan Webster

James Steel

Tel: +44 20 7418 8900

Evercore Partners International LLP(financial adviser to Consort)
Julian Oakley

Alan Beirne

Tel: +44 20 7653 6000

Investec Bank plc(corporate broker to Consort)

Gary Clarence

Carlton Nelson

Tel: +44 20 7597 5970

FTI Consulting(PR adviser to Consort)

Ben Atwell

Simon Conway

Tel: +44 20 3727 1000

Clifford Chance LLP and Setterwalls Advokatbyrå are acting as legal advisers to Recipharm AB and Recipharm.

Allen & Overy LLP is acting as legal adviser to Consort.

Important Notice

This announcement is for information purposes only and is not intended to and does not constitute of form part of, any 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 Offer or otherwise nor shall there be any sale, issuance or transfer of securities of Consort in any jurisdiction in contravention of applicable law.

The Acquisition will be implemented solely by means of the Offer Document and, in respect of Consort Shares held in certificated form, the Form of Acceptance accompanying the Offer Document, which will contain the full terms and conditions of the Acquisition including details of how to accept the Offer. Any approval, acceptance, decision or other response to the Offer should be made only on the basis of the information in the Offer Document and, in respect of Consort Shares held in certificated form, the Form of Acceptance. Consort Shareholders are strongly advised to read the formal documentation in relation to the Acquisition and each Consort Shareholder is urged to consult its independent professional adviser immediately regarding the tax consequences to it (or its beneficial owners) of the Acquisition.

Lazard & Co., Limited and Lazard AB ('Lazard') (Lazard & Co., Limited is authorised by and regulated by the FCA in the United Kingdom), is acting exclusively as financial adviser to Recipharm and no one else in connection with the Acquisition and other matters set out in this announcement and will not be responsible to anyone other than Recipharm for providing the protections afforded to clients of Lazard nor for providing advice in relation to the Acquisition, the content of this announcement or any other matter referred to herein. Neither Lazard 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 Lazard in connection with the Acquisition and other matters set out in this announcement, any statement contained herein or otherwise.

Peel Hunt LLP ('Peel Hunt'), which is authorised by and regulated by the FCA in the United Kingdom, is acting exclusively as corporate broker to Recipharm and no one else in connection with the Acquisition and other matters set out in this announcement and will not be responsible to anyone other than Recipharm for providing the protections afforded to clients of Peel Hunt nor for providing advice in relation to the Acquisition, the content of this announcement or any other matter referred to herein. Neither Peel Hunt 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 Peel Hunt in connection with the Acquisition and other matters set out in this announcement, any statement contained herein or otherwise.

Evercore Partners International LLP ('Evercore'), which is authorised and regulated by the FCA in the United Kingdom is acting exclusively as financial adviser to Consort and no one else in relation to the Acquisition and other matters set out in this announcement and will not be responsible to anyone other than Consort for providing the protections afforded to the clients of Evercore, or for providing advice in relation to the Acquisition, the contents of this announcement or any other matter referred to herein. Neither Evercore 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 Evercore in connection with the Acquisition and other matters set out in this announcement, any statement contained herein or otherwise.

Apart from the responsibilities and liabilities, if any, which may be imposed on Evercore by FSMA, or the regulatory regime established thereunder, or under the regulatory regime of any jurisdiction where exclusion of liability under the relevant regulatory regime would be illegal, void or unenforceable, neither Evercore nor any of its affiliates accepts any responsibility or liability whatsoever for the contents of this announcement, and no representation, express or implied, is made by it, or purported to be made on its behalf, in relation to the contents of this announcement, including its accuracy, completeness or verification of any other statement made or purported to be made by it, or on its behalf, in connection with Consort or the matters described in this announcement. To the fullest extent permitted by applicable law, Evercore and its affiliates accordingly disclaim all and any responsibility or liability whether arising in tort, in delict, contract or otherwise (save as referred to above) which they might otherwise have in respect of this announcement or any statement contained herein.

Investec Bank plc ('Investec'), which is authorised in the United Kingdom by the Prudential Regulation

Authority and regulated in the United Kingdom by the FCA and the Prudential Regulation Authority, is

acting exclusively for Consort and for no one else in relation to the Offer and any other arrangements referred to in this announcement. Investec will not regard any other person (whether or not a recipient of this announcement) as its client in relation to the Offer and the other arrangements referred to in this announcement, and will not be responsible to anyone other than Consort for providing the protections afforded to its clients or for providing any advice in relation to the Offer, or the contents of this announcement.

Apart from the responsibilities and liabilities, if any, which may be imposed on Investec by FSMA, or the regulatory regime established thereunder, or under the regulatory regime of any jurisdiction where exclusion of liability under the relevant regulatory regime would be illegal, void or unenforceable, neither Investec nor any of its affiliates accepts any responsibility or liability whatsoever for the contents of this announcement, and no representation, express or implied, is made by it, or purported to be made on its behalf, in relation to the contents of this announcement, including its accuracy, completeness or verification of any other statement made or purported to be made by it, or on its behalf, in connection with Consort or the matters described in this announcement. To the fullest extent permitted by applicable law, Investec and its affiliates accordingly disclaim all and any responsibility or liability whether arising in tort, in delict, contract or otherwise (save as referred to above) which they might otherwise have in respect of this announcement or any statement contained herein.

Overseas Shareholders

This announcement has been prepared in accordance with English law, the Takeover Code, 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 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 there shall be no implication that there has been no change in the facts set forth in this announcement since such date.

The Acquisition will be subject to the applicable rules and regulations of the FCA, the London Stock Exchange and the Takeover Code.

The release, publication or distribution of this announcement in jurisdictions other than the United Kingdom and the availability of the Offer to Consort Shareholders who are not resident in the United Kingdom may be affected by the laws of relevant jurisdictions. Therefore any persons who are subject to the laws of any jurisdiction other than the United Kingdom or Consort Shareholders who are not resident in the United Kingdom will need to inform themselves about, 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 restriction by any person.

Unless otherwise determined by Consort or required by the Takeover Code and permitted by applicable law and regulation, the Offer is not being, and will not be, made available, directly or indirectly, in or into or by the use of the mails of, or by any other means or instrumentality (including, without limitation, by mail, telephonically or electronically by way of internet, facsimile, telex or otherwise) of interstate or foreign commerce of, or any facilities of a national state or other securities exchange of any Restricted Jurisdiction, and the Offer will not be capable of acceptance by any such use, means, instrumentality or otherwise or from within any Restricted Jurisdiction.

Accordingly, unless otherwise determined by Recipharm or required by the Takeover Code and permitted by applicable law and regulation, copies of this announcement and formal documents relating to the Offer will not be, and must not be, directly or indirectly, mailed, transmitted or otherwise forwarded, distributed or sent in, into or from any Restricted Jurisdiction and persons receiving this announcement (including, without limitation, agents, custodians, nominees and trustees) must not, directly or indirectly, mail or otherwise forward, distribute or send it in, into or from such jurisdiction. Any person (including, without limitation, any agent, custodian, nominee and trustee) who would, or otherwise intends to, or who may have a contractual or legal obligation to, forward this announcement and/or any other related document to any jurisdiction outside the United Kingdom should inform themselves of, and observe, any applicable legal or regulatory requirements of their jurisdiction.

Notice to US holders of Consort Shares

The Acquisition relates to shares of a United Kingdom company and is being effected by means of a contractual takeover offer under the Takeover Code and under the laws of England and Wales. The Offer will be made in the United States pursuant to all applicable laws and regulations, including, to the extent applicable, Section 14(e) and Regulation 14E under the US Exchange Act of 1934 (the 'US Exchange Act') and otherwise in accordance with the requirements of the Takeover Code. Accordingly, the Acquisition will be subject to disclosure and other procedural requirements, including with respect to withdrawal rights, offer timetable, settlement procedures and timing of payments that are different from those applicable under US domestic tender offer procedures and law. The Offer is being made in the United States by Recipharm and no one else.

Furthermore, the payment and settlement procedure with respect to the Offer will comply with the relevant United Kingdom rules, which differ from US payment and settlement procedures, particularly with regard to the date of payment of consideration.

In accordance with, and to the extent permitted by, the Takeover Code and normal United Kingdom market practice, Lazard & Co., Limited, Peel Hunt LLP and their respective affiliates may continue to act as exempt fund managers, exempt principal traders or exempt market makers in relation to Consort Shares on the London Stock Exchange and will engage in certain other purchasing activities consistent with their respective normal and usual practice and applicable law, as permitted by Rule 14e-5(b)(9) under the US Exchange Act. In addition, in compliance with the Takeover Code and to the extent permitted under Rule 14e-5(b) under the US Exchange Act, Recipharm, certain affiliated companies or their respective nominees, or brokers (acting as agents) may from time to time make certain purchases of, or arrangements to purchase, Consort securities other than pursuant to any such Offer, either in the open market at prevailing prices or through privately negotiated purchases at negotiated prices outside the United States before or during the period in which the Offer remains open for acceptance (or, if the Acquisition is implemented by way of a scheme, until the date on which the scheme becomes effective, lapses or is otherwise withdrawn). To the extent required by Rule 14e 5(b)(12), such purchases, or arrangements to purchase, must comply with English law, the Takeover Code and the Listing Rules. Any information about such purchases will be disclosed to the Takeover Panel and, to the extent that such information is required to be publicly disclosed in the United Kingdom in accordance with applicable regulatory requirements, will be made available to all investors (including US investors) via the Regulatory Information Service on the London Stock Exchanges website, www.londonstockexchange.com.

Financial information included in the Offer Document has been or will be prepared in accordance with accounting standards applicable in the United Kingdom and may not be comparable to financial information of US companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the United States.


Neither the United States Securities and Exchange Commission nor any United States state securities commission has approved or disapproved of the Acquisition, or passed comment upon the adequacy or completeness of this announcement or the Offer Document. Any representation to the contrary is a criminal offence in the United States.

The receipt of cash pursuant to the Acquisition by a US holder as consideration for the transfer of its Consort Shares pursuant to the Acquisition will likely be a taxable transaction for United States federal income tax purposes and under applicable United States state and local, as well as foreign and other, tax laws. Each Consort Shareholder is urged to consult his or her independent professional adviser immediately regarding the tax consequences of the Acquisition applicable to him or her.

It may be difficult for US holders of Consort securities to enforce their rights and any claim arising out of the US federal securities laws, since Recipharm and Consort are located outside of the United States, and some or all of their officers and directors may be resident outside of the United States. US holders of Consort securities may not be able to sue a foreign company or its officers or directors in a foreign court for violations of the US securities laws. Further, it may be difficult to compel a foreign company and its affiliates to subject themselves to a US court's judgment. There is substantial doubt as to the enforceability in the United Kingdom of original actions, or of actions for enforcement of judgments of US courts, based on civil liability provisions of US federal securities laws and judgment of a US court.

No offer to acquire securities or to exchange securities for other securities has been made, or will be made, directly or indirectly, in or into, or by the use of the mails of, or by any means or instrumentality of interstate or foreign commerce or any facilities of a national securities exchange of, the United States or any other country in which such offer may not be made other than: (i) in accordance with the tender offer requirements under the US Exchange Act, or the securities laws of such other country, as the case may be: or (ii) pursuant to an available exemption from such requirements.

Publication on Website

A copy of this announcement and the documents required to be published by Rule 26 of the Takeover Code will be available, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on Recipharm's website at www.recipharm.com/investor-relations and Consort's website (www.consortmedical.com/investor-centre/) by no later than 12 noon (London time) on the Business Day following this announcement. For the avoidance of doubt, the content of the websites referred to in this announcement is not incorporated into and does not for part of this announcement.

Disclaimer

Consort Medical plc published this content on 06 December 2019 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 06 December 2019 07:55:01 UTC

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Financials (GBP)
Sales 2020 301 M
EBIT 2020 31,9 M
Net income 2020 12,2 M
Debt 2020 96,6 M
Yield 2020 2,19%
P/E ratio 2020 41,0x
P/E ratio 2021 21,3x
EV / Sales2020 1,97x
EV / Sales2021 1,77x
Capitalization 496 M
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Last Close Price 1 010,00  GBp
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Spread / Lowest Target -7,92%
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