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Tuesday 13 September, 2011

Hewlett Packard Vis.

Offer Update

RNS Number : 1035O
Hewlett Packard Vision B.V
13 September 2011
 



FOR IMMEDIATE RELEASE

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION (DIRECTLY OR INDIRECTLY), IN WHOLE OR IN PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF ANY RELEVANT LAWS OF THAT JURISDICTION

13 September 2011

Recommended cash offer
by
HEWLETT-PACKARD VISION B.V.
an indirect wholly-owned subsidiary of Hewlett-Packard Company
for
AUTONOMY CORPORATION PLC

OFFER UPDATE

Introduction

On 18 August 2011, the Board of Hewlett-Packard Company ("HP") and the Board of Autonomy Corporation plc ("Autonomy") announced the terms of a recommended cash offer (the "Offer") by Hewlett-Packard Vision B.V. ("HP Vision"), an indirect wholly-owned subsidiary of HP, to acquire the entire issued and to be issued share capital of Autonomy.  The full terms of, and conditions to, the Offer and the procedure for acceptance were set out in the offer document issued by HP Vision on 22 August 2011 (the "Offer Document").  

Antitrust update

HP Vision confirms that filings have been made in the United States under the Hart-Scott-Rodino Antitrust Improvements Act 1976 (the "HSR Act") and in Austria, Germany and Ireland (the "Non-US Filings") in relation to the conditions of the Offer and further confirms that the waiting period under the HSR Act and the regulations thereunder expired in respect of the Offer and the proposed acquisition of any shares in, or control of, Autonomy by HP Vision on 2 September 2011.  As a consequence, HP Vision confirms that the condition set out in paragraph 1(B) of Part A of Appendix I to the Offer Document has been satisfied.

A further announcement will be made in respect of the Non-US Filings in due course.

Level of acceptances

As at 1:00 p.m. (London time) on 12 September 2011 (being the first closing date of the Offer), HP Vision had received valid acceptances from Autonomy Shareholders in respect of 101,577,809 Autonomy Shares representing approximately 41.62 per cent. of the existing issued share capital of Autonomy which may count towards the satisfaction of the acceptance condition to the Offer (as set out in paragraph 1(A) of Part A of Appendix I to the Offer Document). 

These acceptances include those received in respect of 22,190,066 Autonomy Shares (representing approximately 9.09 per cent. of the existing issued share capital of Autonomy) which were subject to irrevocable commitments procured by HP Vision from certain Autonomy Directors that held Autonomy Shares.  The irrevocable commitment entered into by Dr Michael Lynch was stated to relate to 19,808,546 Autonomy Shares, whereas in fact it should have been stated to relate to 19,798,546 Autonomy Shares in which Dr Lynch was interested.  Accordingly, the total number of Autonomy Shares in respect of which irrevocable commitments were granted in favour of HP Vision was 22,190,066.

Extension of the Offer

The Offer, which remains subject to the terms and conditions set out in the Offer Document, is being extended to, and will remain open for acceptance until, the next closing date which will be 10:00 a.m. (London time) on 3 October 2011.

Any further extensions of the Offer will be publicly announced by 8:00 a.m. (London time) on the business day following the day on which the Offer is otherwise due to expire, or such later time or date as the Panel may agree.

Procedure for acceptance of the Offer

To accept the Offer in respect of Autonomy Shares held in certificated form, Autonomy Shareholders must complete, sign and return the Form of Acceptance, together with their share certificate(s) or other relevant document(s) of title, in accordance with the instructions contained therein and set out in the Offer Document, as soon as possible and, in any event, so as to be received by Capita Registrars by no later than 10:00 a.m. (London time) on 3 October 2011.

To accept the Offer in respect of Autonomy Shares held in uncertificated form (that is, in CREST), Autonomy Shareholders must follow the procedure for electronic acceptance through CREST in accordance with the instructions set out in the Offer Document so that the TTE Instruction settles as soon as possible and, in any event, by no later than 10:00 a.m. (London time) on 3 October 2011. If Autonomy Shareholders hold their Autonomy Shares as a CREST sponsored member, they should refer to their CREST sponsor as only their CREST sponsor will be able to send the necessary TTE Instruction to Euroclear.

Interests in relevant securities

Save for the irrevocable undertakings described in the Offer Document and as set out below, as at the close of business on 12 September 2011, being the latest practicable date prior to the date of this announcement, neither HP Vision, nor any of the directors of HP Vision, nor (so far as HP Vision is aware) any person acting in concert with HP Vision (within the meaning of the City Code) (i) has any interest in, or right to subscribe for, any Autonomy Shares or securities convertible or exchangeable into Autonomy Shares ("Autonomy Securities"), (ii) has any short position (whether conditional or absolute and whether in the money or otherwise), including any short position under a derivative, or arrangement in relation to Autonomy Securities, or (iii) has borrowed or lent any Autonomy Securities (save for any borrowed shares which have been on-lent or sold). For these purposes, "arrangement" includes any indemnity or option arrangement or any agreement or understanding, formal or informal, of whatever nature, relating to Autonomy Securities which may be an inducement to deal or refrain from dealing in such securities.

As at close of business on 9 September 2011, being the latest practicable date prior to the date of this announcement for which information relating to interests in Autonomy relevant securities could be collected in relation to Barclays Capital, Barclays Capital was interested in the following Autonomy relevant securities:

Entity

Number of Autonomy Shares

Barclays Bank PLC

9,744

In accordance with Rule 19.11 of the Code, a copy of this announcement will be made available, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, for inspection on HP's website at http://www.hp.com/investor/offerdocuments and Autonomy's website at http://news.autonomy.com by no later than 12 noon (London time) on 14 September 2011 until the end of the Offer Period. Copies of the Offer Document and Form of Acceptance are also available for inspection on both websites.

Capitalised terms used but not defined in this announcement shall have the meaning given to them in the Offer Document.

Enquiries:

For HP Vision

Barclays Capital
(joint financial adviser and corporate broker to HP and HP Vision)

Richard Taylor
Matthew Smith
Alisdair Gayne (Corporate Broking)

 

 

 

 

Tel: +44 (0) 20 7623 2323

Perella Weinberg Partners                           
(joint financial adviser to HP and HP Vision)

 

Philip Yates
Graham Davidson

 

 

 

Tel: +44 (0) 20 7268 2800

For Autonomy                                                

Autonomy

Derek Brown (Head of Investor Relations)       

 

 

Tel: +44 (0) 20 710 45700

Qatalyst Partners                                          
(lead financial adviser to Autonomy)

 

San Francisco                                               
Frank Quattrone
Jonathan Turner
Ian MacLeod
Brian Cayne

Tel: +1 415 844 7700

London                                                          
Jean Tardy-Joubert
Nadja Gehriger

Tel: +44 (0) 20 3159 4055

Brunswick Group
(joint public relations adviser to Autonomy)

 

Richard Jacques

Chris Blundell

Tel: +44 (0) 7974 982557

Tel: +44 (0) 7974 982408

Financial Dynamics
(joint public relations adviser to Autonomy)

 

Edward Bridges

Tel: +44 (0) 20 7831 3113

IMPORTANT NOTICE

This announcement is not intended to and does not constitute, or form any part of, an offer to sell or subscribe for or an invitation to purchase or subscribe for any securities or the solicitation of an offer to purchase or subscribe for any securities pursuant to the Offer or otherwise.  The Offer is being made solely through the Offer Document and (in respect of Autonomy Shares held in certificated form) the Form of Acceptance, which together contain the full terms and conditions of the Offer, including details of how to accept the Offer.  Any acceptance or other response to the Offer should be made only on the basis of the information contained in the Offer Document and (in respect of Autonomy Shares held in certificated form) the Form of Acceptance.

 

Barclays Capital, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for HP and HP Vision and no one else in connection with the Offer and will not be responsible to anyone other than HP and HP Vision for providing the protections afforded to its clients or for providing advice in relation to the Offer or in relation to the contents of this announcement or any transaction or any other matters referred to herein.

 

Perella Weinberg Partners, which, through its affiliate Perella Weinberg Partners UK LLP, is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for HP and HP Vision and no one else in connection with the Offer and will not be responsible to anyone other than HP and HP Vision for providing the protections afforded to its clients or for providing advice in relation to the Offer or in relation to the contents of this announcement or any transaction or any other matters referred to herein.

 

Qatalyst Partners, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for Autonomy and no one else in connection with the Offer and will not be responsible to anyone other than Autonomy for providing the protections afforded to its clients or for providing advice in relation to the Offer or in relation to the contents of this announcement or any transaction or any other matters referred to herein.

 

Citigroup Global Markets Limited which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for Autonomy and no one else in connection with the Offer and will not be responsible to anyone other than Autonomy for providing the protections afforded to its clients or for providing advice in relation to the Offer or in relation to the contents of this announcement or any transaction or any other matters referred to herein.

 

Goldman Sachs International, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for Autonomy and no one else in connection with the Offer and will not be responsible to anyone other than Autonomy for providing the protections afforded to its clients or for providing advice in relation to the Offer or in relation to the contents of this announcement or any transaction or any other matters referred to herein.

 

J.P. Morgan Limited which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for Autonomy and no one else in connection with the Offer and will not be responsible to anyone other than Autonomy for providing the protections afforded to its clients or for providing advice in relation to the Offer or in relation to the contents of this announcement or any transaction or any other matters referred to herein.

 

Merrill Lynch International, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for Autonomy and no one else in connection with the Offer and will not be responsible to anyone other than Autonomy for providing the protections afforded to its clients or for providing advice in relation to the Offer or in relation to the contents of this announcement or any transaction or any other matters referred to herein.

 

UBS Limited, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for Autonomy and no one else in connection with the Offer and will not be responsible to anyone other than Autonomy for providing the protections afforded to its clients or for providing advice in relation to the Offer or in relation to the contents of this announcement or any transaction or other matters referred to herein.

OVERSEAS SHAREHOLDERS

The release, publication or distribution of this announcement in jurisdictions other than the United Kingdom or the United States may be restricted by law and therefore any persons who are not resident in the United Kingdom or the United States, or who are subject to the laws or regulations of any jurisdiction other than the United Kingdom or the United States, should inform themselves about, and observe, any applicable requirements.  Any failure to comply with the applicable requirements may constitute a violation of the laws and/or regulations of any such jurisdiction.

 

The availability of the Offer to Autonomy Shareholders who are resident in jurisdictions other than the United Kingdom or the United States may be restricted by the laws or regulations of those jurisdictions.  Any Autonomy Shareholders who are not resident in the United Kingdom or the United States or who are subject to the laws or regulations of any jurisdiction other than the United Kingdom or the United States, should inform themselves about, and observe, any applicable requirements.  Any failure to comply with the applicable requirements may constitute a violation of the laws and/or regulations of any such jurisdiction.

 

In particular, copies of this announcement and any formal documentation relating to the Offer are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in, into or from any Restricted Jurisdiction.  Persons receiving such documents (including custodians, nominees and trustees) should observe these restrictions and should not mail or otherwise forward, distribute or send such documents, in or into or from Restricted Jurisdictions as doing so may invalidate any purported acceptance of the Offer.

 

This announcement has been prepared for the purposes of complying with English law and the City Code and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws and regulations of any jurisdiction outside of the United Kingdom.

 

The receipt of cash pursuant to the Offer by Autonomy Shareholders may be a taxable transaction under applicable national, state and local, as well as foreign and other tax laws.  Each Autonomy Shareholder is urged to consult his or her independent professional adviser regarding the tax consequences of acceptance of the Offer.

 

NOTICE TO US INVESTORS

The Offer is being made for securities of a United Kingdom company and Autonomy Shareholders in the United States should be aware that this announcement, the Offer Document and any other documents relating to the Offer have been or will be prepared in accordance with the City Code and United Kingdom disclosure requirements, format and style, all of which differ from those in the United States.  Autonomy's financial statements and all financial information that is included in this announcement, or that may be included in the Offer Document or any other documents relating to the Offer, have been or will be prepared in accordance with United Kingdom generally accepted accounting principles and International Financial Reporting Standards and may not be comparable to financial statements of United States companies.

 

The Offer, which is open to Autonomy Shareholders in the United States, will be subject to a limited extent to US tender offer rules and securities laws (Regulation 14E), and will otherwise be made in accordance with the requirements of the City Code, the Panel, the London Stock Exchange and the Financial Services Authority.  Accordingly, the Offer 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 generally applicable under United States domestic tender offer procedures and law.  In the United States, the Offer will be deemed made solely by HP Vision and not by any of its financial advisers.

 

Autonomy is a company incorporated under the laws of England and Wales.  The directors of Autonomy are residents of countries other than the United States.  As a result, it may not be possible for Autonomy Shareholders in the United States to effect service of process within the United States upon Autonomy or its officers or directors or to enforce against any of them judgements of the United States predicated upon the civil liability provisions of the federal securities laws of the United States.  It may not be possible to sue Autonomy or its officers or directors in a non-US court for violations of the United States securities laws.  There is also substantial doubt as to enforceability in the United Kingdom in original actions, or in actions for the enforcement of judgments of United States courts, based on the civil liability provisions of United States federal securities laws.

 

In accordance with the City Code and normal United Kingdom market practice and pursuant to Rule 14e-5(b)(12) under the United States Securities Exchange Act of 1934, as amended (the "Exchange Act"), HP Vision or its nominees or brokers (acting as agents) may from time to time make certain purchases of, or arrangements to purchase, Autonomy Shares outside the United States, otherwise than pursuant to the Offer, before or during the period in which the Offer remains open for acceptance, such as in open market purchases at prevailing prices or privately negotiated purchases at negotiated prices.  In the event that HP Vision or its nominees or brokers (acting as agents) purchase or make arrangements to purchase Autonomy Shares for a consideration greater than the Offer Price, the Offer Price will be increased to match the higher price paid outside the Offer.  Such purchases, or arrangements to purchase, will comply with all applicable United Kingdom rules, including the City Code and the rules of the London Stock Exchange.  In addition, in accordance with the City Code, normal United Kingdom market practice and Rule 14e-5(b)(12) under the Exchange Act, Barclays Capital will continue to act as an exempt principal trader in Autonomy securities on the London Stock Exchange.  These purchases may occur in the open market or as privately negotiated transactions. 

 

Information regarding such purchases and activities which is required to be made public in the United Kingdom pursuant to the City Code will be reported to a Regulatory Information Service and will be available to all investors (including US investors) on the London Stock Exchange website at www.londonstockexchange.com. 

DEALING AND OPENING POSITION DISCLOSURE REQUIREMENTS

 

Under Rule 8.3(a) of the City Code, any person who is interested (directly or indirectly) in 1% or more of any class of relevant securities of an offeree company or of any paper 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 paper 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 paper offeror(s).  An Opening Position Disclosure by a person to whom Rule 8.3(a) 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 paper offeror is first identified.

 

Relevant persons who deal in the relevant securities of the offeree company or of a paper offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

 

Under Rule 8.3(b) of the City Code, any person who is, or becomes, interested (directly or indirectly) in 1% or more of any class of relevant securities of the offeree company or of any paper offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any paper 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 paper offeror, 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 paper 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.  If you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure, you should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129.

 

Note: References to "Rules" are to the rules of the City Code.  The terms "offeror", "offeree company", "offer period", "interested" (and related variations), "relevant securities", "deals" (and related variations) and "acting in concert" all bear the same meanings given to them in the City Code.

 


This information is provided by RNS
The company news service from the London Stock Exchange
 
END
 
 
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