NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION (DIRECTLY OR INDIRECTLY) IN WHOLE OR IN PART, IN OR INTO ANY JURISDICTION WHERE TO DO THE SAME WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION.
THE NEW GREENCORE SHARES TO BE ISSUED PURSUANT TO THE MERGER HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, NOR UNDER ANY OF THE RELEVANT SECURITIES LAWS OF CANADA, AUSTRALIA, JAPAN OR SOUTH AFRICA. ACCORDINGLY, THE NEW GREENCORE SHARES MAY NOT BE OFFERED, SOLD OR DELIVERED, DIRECTLY OR INDIRECTLY, IN CANADA, AUSTRALIA, JAPAN OR SOUTH AFRICA, EXCEPT PURSUANT TO EXEMPTIONS FROM APPLICABLE REQUIREMENTS OF ANY SUCH JURISDICTION.
22 December 2010
For immediate release
PROPOSED MERGER BETWEEN
GREENCORE AND NORTHERN FOODS TO CREATE ESSENTA FOODS
Merger Shareholder Documents Published
On 17 November 2010, the boards of Greencore Group plc ("Greencore") and Northern Foods plc ("Northern Foods") announced that they had reached agreement on the terms of a recommended merger between Greencore and Northern Foods (the "Merger").
Both Greencore and Northern Foods expect to hold shareholder meetings seeking approval for the Merger at 11.00 a.m. on 31 January 2011 and have today published documentation for shareholders in advance of the meetings.
Greencore has submitted copies of the Greencore shareholder circular, which includes the notice of the Greencore shareholder meeting, to the National Storage Mechanism. This document will therefore shortly be available for inspection at www.hemscott.com/nsm.do and is available for viewing and downloading at www.greencore.com.
Subject to receipt of all applicable regulatory clearances and the satisfaction or waiver of all other conditions to the Merger, including shareholder and court approval, the Merger is expected to be completed by the end of Q1 2011 or early Q2 2011.
Greencore has also today issued a notice convening its annual general meeting to be held on 31 January 2011 at the later of the conclusion of the Greencore shareholder meeting and 12.30 p.m. The Chairman's letter to shareholders dated 22 December 2010, including SCRIP Final Dividend details, the Company's Report and Accounts for the year ended 24 September 2010 and notice of the annual general meeting are available for viewing and downloading at www.greencore.com.
This announcement is not intended to, and does not constitute, or form any part of an offer to sell or an invitation to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities or the solicitation of an offer to purchase or subscribe for any securities pursuant to the Merger or otherwise.
This announcement does not constitute an offer to purchase, sell or exchange or the solicitation of an offer to purchase, sell or exchange any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Merger or otherwise, nor shall there be any purchase, sale or exchange of securities or such solicitation in any jurisdiction in which such offer sale or exchange would be unlawful prior to the registration or qualification under the laws of such jurisdiction.
This announcement does not constitute a prospectus or prospectus equivalent document. Greencore shareholders are advised to read carefully the shareholder circular prepared by Greencore in relation to the Merger.
There can be no assurance that the Merger will be consummated or that the anticipated benefits will be realised. The Merger is subject to various approvals and the fulfilment of certain conditions, and there can be no assurance that any such approvals will be obtained and/or such conditions will be met.
This announcement has been prepared for the purposes of complying with Irish and English law and the UK Code and Irish Takeover Rules 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 Ireland and the United Kingdom.
The release, publication or distribution of this announcement in jurisdictions other than Ireland and the United Kingdom may be restricted by law and therefore any persons who are subject to the laws or regulations of any jurisdiction other than Ireland and the United Kingdom should inform themselves about, and observe, any applicable requirements.
Notice to U.S. Investors
The information contained herein does not constitute an offer of securities for sale in the United States or offer to acquire securities in the United States.
The Greencore ordinary shares have not been, and are not intended to be, registered under the U.S. Securities Act of 1933, as amended (the "Securities Act") and may not be offered or sold, directly or indirectly, into the United States except pursuant to an applicable exemption. The Greencore ordinary shares are intended to be made available within the United States in connection with the Merger pursuant to an exemption from the registration requirements of the Securities Act.
The Merger relates to the securities of a non-U.S. company. The Merger is subject to disclosure and procedural requirements of Ireland and the United Kingdom, which are different from those of the United States. Financial statements included in the document, if any, have been prepared in accordance with International Financial Reporting Standards as adopted by the European Union, which may not be comparable to the financial statements of United States companies.
It may be difficult for you to enforce your rights and any claim you may have arising under the U.S. federal securities laws, since Greencore and Northern Foods are located in Ireland and the United Kingdom, respectively, and some or all of their officers and directors may be residents of Ireland, the United Kingdom or other non-U.S. countries. You may not be able to sue a non-U.S. company or its officers or directors in a non-U.S. court for violations of the U.S. securities laws. It may be difficult to compel a non-U.S. company and its affiliates to subject themselves to a U.S. court's judgment.