Clayton, Dubilier & Rice Fund X, L.P. and Clayton, Dubilier & Rice Fund XI, L.P. managed by Clayton, Dubilier & Rice, LLC reached agreement on the terms of a cash offer to acquire UDG Healthcare plc (LSE:UDG) from Kabouter Management L.L.C., Allianz Global Investments, M&G Investment Management Limited and other shareholders for ?2.6 billion on May 12, 2021. Under the terms of the Acquisition, each UDG Shareholder will be entitled to receive ?10.23 per share in cash. If any dividend or other distribution or other pro rata return of capital to UDG Shareholders is declared, made or paid or becomes payable on or after the date of this announcement, Clayton reserves the right to reduce the Consideration by an amount up to the amount of such dividend or other distribution or return of capital. As of June 25, 2021, Clayton has informed the board of UDG that, following discussions with certain UDG shareholders, it is considering an improved and final offer of ?10.80 per UDG Share. As of June 29, 2021, UDG Healthcare plc (LSE:UDG) revised the offer per share to ?10.80 per UDG Share. In such circumstances, UDG Shareholders would be entitled to retain any such dividend or other distribution or return of capital. The transaction agreement provides that where the UDG Board determines that a UDG Superior Proposal has been received, UDG shall provide Clayton with an opportunity, for a period of up to five Business Days from the time of the receipt by Clayton of notice in writing from UDG confirming that the UDG Board has determined that a UDG Superior Proposal has been received together with details of the material terms of such UDG Superior Proposal (including the identity of the person making such UDG Alternative Proposal), to increase the value of the Consideration such that the UDG Superior Proposal would no longer constitute a UDG Superior Proposal. The Consideration payable under the terms of the Acquisition will be financed from a combination of equity to be invested by CD&R Funds X and XI and $3.27 billion debt to be provided under committed third party debt financing which included $457 million(?330 million) second lien term loan facility
. Citigroup, as financial adviser to CD&R, is satisfied that sufficient resources are available to satisfy in full the Consideration payable to UDG Shareholders under the terms of the Acquisition. As a result of these arrangements, UDG will become a wholly owned subsidiary of Clayton. UDG has entered into the Expenses Reimbursement Agreement dated as of the date hereof with CD&R and payment will be made under it if the transaction agreement is terminated.
The acquisition will be subject to the conditions including, the approval of the scheme by a majority of scheme shareholders representing at least 75% at the UDG meetings; receipt of clearances or relevant waiting periods having expired, as applicable, under the merger control regimes in Austria, Germany, Russia and the US; the sanction of the scheme by the court; the scheme becoming unconditional and effective and regulatory approvals. The UDG Directors consider the terms of the acquisition to be fair and reasonable. Accordingly, the UDG Directors unanimously recommend that UDG shareholders vote in favor of the scheme at the court meeting and the resolutions relating to the acquisition at the UDG general meeting. Clayton, Dubilier & Rice, has also received a letter of intent to vote in favor of the scheme at the court meeting and the resolutions relating to the acquisition at the UDG general meeting from Kabouter Management, LLC in respect of 13.8 million UDG shares (representing approximately 5.5% of existing issued ordinary share capital of UDG). UDG Directors who hold UDG shares have irrevocably undertaken to do in respect of their own beneficial holdings totaling 0.39 million UDG shares (representing approximately 0.16% of the existing issued share capital of UDG). As on June 29, 2021, M&G reported that it will reject the improved offer from Clayton, Dubilier & Rice, LLC. However, Allianz Global Investments and Kabouter Management supported the offer. It is intended that the London Stock Exchange and the FCA will be requested respectively to cancel trading in UDG Shares on the London Stock Exchange's market for listed securities and the listing of the UDG Shares on the premium segment of the Official List on or shortly after the Effective Date. Allianz Global Investments that the offer significantly undervalues UDG and is not in the best interests of shareholders. As on July 22, 2021, the revised terms of the transaction are approved by the UDG Healthcare plc board and shareholders. The acquisition is currently expected to be declared effective during the third quarter of 2021. As on July 26, 2021, the court meeting is scheduled on August 5, 2021. The Board of Directors of Nenelite Limited and UDG Healthcare has announced following the passing of the resolutions at the adjourned scheme meeting and adjourned EGM in connection with the increased and final recommended cash offer for the acquisition. A judgment by the High Court in respect of the application to sanction the scheme is expected during August 6, 2021. As of August 9, 2021, the High Court has now sanctioned the scheme and the scheme has been approved by the shareholders, all ancillary resolutions have been approved by shareholders and all the other conditions of the scheme have been satisfied. The High Court has granted a short stay which will expire on August 12, 2021. Subject to satisfaction or waiver of the other conditions set out in the revised scheme document, including the sanction by the High Court of the scheme at the court hearing, the effective date of the scheme and closing of the transaction is expected to be August 6, 2021. As of August 9, 2021, the effective date of the scheme and closing of the transaction is expected to be August 12, 2021. As of August 12, 2021, the effective date of the scheme and closing of the transaction is expected to be August 16, 2021. The cancellation of listing of UDG shares is now expected to occur on August 17, 2021.
Ben Thorpe, Chris Emmerson and Skylar Dabbar of Goldman Sachs International, Hedley Goldberg, Julian Hudson and Ashley Southcott of Rothschild & Co and Ronan Veale and Brian Garrahy of Davy acted as financial advisors to UDG. Jan Skarbek, Rory Scottm, Michael Gregg and Chris Wren of Citigroup, Deutsche Bank and J.P. Morgan Cazenove acted as financial advisors to Clayton, Dubilier & Rice. Clifford Chance LLP, William Fry, Solicitors, along with Jeffrey Ross, Alan Davies, Zahra Sowder, Jonathan Adler, Jason Auerbach, Peter Furci, Matthew Saronson and Steven Slutzky of Debevoise & Plimpton LLP acted as legal advisors for Clayton, Dubilier & Rice. Freshfields Bruckhaus Deringer LLP and A&L Goodbody acted as legal advisor for UDG Healthcare. Jefferies Financial Group Inc. acted as financial advisor to Clayton, Dubilier & Rice, LLC.
Clayton, Dubilier & Rice Fund X, L.P. and Clayton, Dubilier & Rice Fund XI, L.P. managed by Clayton, Dubilier & Rice, LLC completed the acquisition of UDG Healthcare plc (LSE:UDG) from Kabouter Management L.L.C., Allianz Global Investments, M&G Investment Management Limited and other shareholders on August 16, 2021.