Increased proposed offer for Andor Technology plc

RNS Number : 9764U

Oxford Instruments PLC

06 December 2013

 



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 SUCH JURISDICTION

This is an announcement falling under Rule 2.4 of the City Code on Takeovers and Mergers (the "Code") and does not constitute an announcement of a firm intention to make an offer or to pursue any other transaction under Rule 2.7 of the Code.  Accordingly, Andor Technology plc shareholders are advised that there can be no certainty that a formal offer for Andor Technology plc will be forthcoming, even in the event that the pre-conditions in this announcement are satisfied or waived.

For immediate release                                                                                6 December 2013

Oxford Instruments plc increases its proposed offer for Andor Technology plc to a final*

 525 pence per share

Today, Oxford Instruments plc ("Oxford Instruments" or the "Company") announces that it has raised its proposed offer to 525 pence per share in cash to acquire the entire issued and to be issued share capital of Andor Technology plc ("Andor").  This is Oxford Instruments' final* proposal and is subject only to the recommendation of the Board of Andor.                                                                                                

On 27 November 2013, Oxford Instruments announced that it had confirmed to the Board of Andor its proposed offer of 500 pence per share in cash to acquire the entire issued and to be issued share capital of Andor, subject to therecommendation of the Board of Andor and irrevocable undertakings from the Andor Directors to accept the proposed offer.

Andor subsequently advised its shareholders on 2 December 2013 to take no action in relation to the proposed offer. In addition, Andor stated that it would actively solicit a recommendable offer from Oxford Instruments or any other third parties. 

Oxford Instruments initiated discussions with Andor in July of this year, was granted due diligence access at a price of 470 pence per share in cash on 9 October 2013 and announced its previous proposed offer of 500 pence per share in cash on 12 November 2013. Oxford Instruments confirms that it has completed its due diligence and that facilities to allow it to provide certain funds in support of the offer have been negotiated and can be executed at short notice. Oxford Instruments looks forward to working with Andor towards a recommended offer prior to the current deadline of 5.00 p.m. on 10 December 2013.

Oxford Instruments has received a letter of intent from Cazenove Capital Management, a shareholder of Andor, stating that it is their current intention to accept the offer, if made, in respect of 3,144,591 Andor shares (representing 9.8 per cent of the issued share capital of Andor). The value of these shares at an offer price of 525 pence per share would be £16.5 million.

As stated above, this proposal remains subject to the recommendation of the Board of Andor in respect of this offer.  Oxford Instruments reserves the right to waive this pre-condition. 

Further, Oxford Instruments reserves the right to make an offer on less favourable terms than those set out in this announcement in the event that:

i.    Andor announces, declares, pays or makes any dividend or distribution to Andor shareholders at any time, in which case there will be an equivalent reduction in Oxford Instruments' offer price (including Andor's recommended final dividend of 2.15 pence as announced on 2 December 2013 which, if approved at Andor's AGM, would be paid on 28 February 2014); or

ii.   the issued and to be issued share capital of Andor is greater than the 33.2 million shares that has been assumed, such that the pro rata entitlement per Andor share is lower than 525 pence.

*This is Oxford Instruments' final proposal. Oxford Instruments reserves the right to increase its offer if there is a higher competing offer from a third party.

Rule 2.6(a) of the Code, requires that Oxford Instruments, by not later than 5.00 p.m. on 10 December 2013 (the "relevant deadline"), either announces a firm intention to make an offer for Andor in accordance with Rule 2.7 of the Code or announces that it does not intend to make an offer, in which case the announcement will be treated as a statement to which Rule 2.8 of the Code applies.  This deadline can be extended with the consent of the Takeover Panel in accordance with Rule 2.6(c) of the Code.

Enquiries

Oxford Instruments plc

Jonathan Flint, Chief Executive Kevin Boyd, Group Finance Director

Tel: [phone]

Evercore (Lead Financial Adviser to Oxford Instruments)	Bernard Taylor Julian Oakley	Tel: [phone]
J.P. Morgan Cazenove (Joint Financial Adviser and Corporate Broker to Oxford Instruments)	Robert Constant Richard Perelman	Tel: [phone]

MHP Communications                                    Rachel Hirst                   Tel: [phone]

                                                                        Rory King

A copy of this announcement will be available at www.oxford-instruments.com.  The content of the website referred to in this announcement is not incorporated into and does not form part of this announcement.

Dealing Disclosure Requirements

Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of any class of relevant securities of an offeree company or of any securities exchange 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 securities exchange 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 securities exchange 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 10^th 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 securities exchange offeror is first identified.  Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1% or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange 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 securities exchange 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 securities exchange 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 Takeover 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 [phone].

Evercore, the marketing name for Evercore Partners International LLP, which is authorised in the United Kingdom by the Prudential Regulation Authority and regulated by the Financial Conduct Authority, is acting exclusively for Oxford Instruments and no one else in connection with the matters referred to in this announcement, and will not be responsible to anyone other than Oxford Instruments for providing the protections afforded to its clients or for providing advice in relation to the matters referred to in this announcement.

J.P. Morgan Limited, which conducts its UK investment banking businesses as J.P. Morgan Cazenove ("J.P. Morgan Cazenove"), is authorised and regulated in the United Kingdom by the Financial Conduct Authority. J.P. Morgan Cazenove is acting as joint financial adviser and corporate broker exclusively for Oxford Instruments and no one else in connection with the matters referred to in this announcement and will not regard any other person as its client in relation to the matters referred to in this announcement and will not be responsible to anyone other than Oxford Instruments for providing the protections afforded to clients of J.P. Morgan Cazenove, nor for providing advice in relation to the matters referred to in this announcement.

 

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