Offer for AttentiV
Microgen PLC
28 April 2005
28 April 2005
Not for release, publication or distribution in, into or from Australia, Canada,
Japan or the United States
Recommended Offer by
UBS Limited
on behalf of
Microgen plc
for
AttentiV Systems Group plc
Summary
* The boards of Microgen plc ('Microgen') and AttentiV Systems Group plc
('AttentiV') announce that they have agreed the terms of a recommended offer for
the entire issued and to be issued share capital of AttentiV. The Offer will be
made by UBS Limited ('UBS') on behalf of Microgen.
* Microgen's Offer will be 50.0 pence in cash and 0.3758 New Microgen Shares for
each AttentiV Share, implying a total of 81.0 pence per share (based on the
average Closing Price of 82.50 pence per Microgen Share over the five business
days prior to the date of this Announcement).
* On this basis, the Offer values the existing issued and to be issued ordinary
share capital of AttentiV at approximately £53.1 million. The Offer also
contains a Mix-and-Match Election.
* It also represents a premium of approximately 43.4 per cent. over the closing
middle market price of 56.5 pence per AttentiV Share on 4 April 2005, the last
business day prior to the announcement of an offer to acquire the entire issued
share capital of AttentiV by TietoEnator and a premium of approximately 47.4 per
cent. to the average closing middle market price of approximately 54.97 pence
per AttentiV Share for the period from 20 January 2005 (being the date on which
AttentiV issued a trading statement) to 4 April 2005, the date immediately
preceding the date of the TietoEnator offer announcement.
* Microgen has received irrevocable undertakings and non-binding letters of
intent to accept the Offer in respect of 30,063,604 AttentiV Shares,
representing approximately 49.6 per cent. of AttentiV's existing issued ordinary
share capital.
* David Webber, Chief Executive of AttentiV, will be invited to join the
Microgen board as an Executive Director.
Commenting on the Offer, Martyn Ratcliffe, Executive Chairman of Microgen, said:
'The combination of Microgen and AttentiV will establish a significant UK
supplier of software and solutions to the financial services sector. This
increased scale and broader range of offerings should provide benefit to
shareholders, customers and employees of the enlarged Group.'
Commenting on the Offer, Peter Bertram, Chairman of AttentiV, said:
'Microgen has presented a strong case for acquiring our business. This offer
puts a materially higher present value on AttentiV than that made by TietoEnator
and accordingly the Board of AttentiV intends to recommend shareholders to
accept it.'
The conditions to which the Offer will be subject are set out in Appendix I to
this Announcement. Appendix II contains the sources and bases of information
used in this Announcement. Appendix III contains the details of the irrevocable
undertakings and non binding letters of intent. Appendix contains definitions
of certain expressions used in this Announcement.
This summary should be read in conjunction with and is subject to the full text
of the main announcement.
In accordance with Rule 2.10 of the City Code on Takeovers and Mergers, Microgen
confirms that, as at close of business on 27 April 2005, it had in issue
101,587,277 ordinary shares of 5 pence each ('Microgen Shares').
The International Securities Identification Number for the Microgen Shares is
GB0005869531.
Enquiries
Microgen plc AttentiV Systems Group plc
Martyn Ratcliffe, Executive Chairman Peter Bertram, Chairman
Mike Phillips, Group Finance Director David Webber, Chief Executive
Phone: 01753 847 122 Phone: 01582 845 000
UBS Investment Bank Hawkpoint
John Woolland Paul Baines
Nick Adams Graham Paton
Phone: 020 7567 8000 Phone: 020 7665 4500
Financial Dynamics
Giles Sanderson
Ben Way
Phone: 020 7831 3113
The Offer will not be made, directly or indirectly, in or into, or by the use of
the mails of, or by any means or instrumentality (including, without limitation,
telephonically or electronically) of interstate or foreign commerce of, or any
facility of a national securities exchange of, the United States, Canada,
Australia or Japan. This Announcement does not constitute an offer in or into
the United States, Canada, Australia or Japan and the Offer should not be
accepted by any such use, means, instrumentality or facility or from within the
United States, Canada, Australia or Japan. Accordingly, this Announcement is not
being, and must not be, mailed or otherwise distributed or sent in, into or from
the United States, Canada, Australia or Japan and persons receiving the same
(including nominees, trustees or custodians) must not distribute or send this
Announcement in, into or from the United States, Canada, Australia or Japan.
The availability of the Offer to persons not resident in the United Kingdom may
be affected by the laws of the relevant jurisdictions in which they are located
or to which they are subject. Persons who are not resident in the United
Kingdom or who are subject to other jurisdictions should inform themselves of,
and observe, all applicable requirements. Any person (including nominees,
trustees and custodians) who would, or otherwise intends to, forward this
announcement, Listing Particulars of Microgen, the Offer Document and the Form
of Acceptance or any accompanying document to any jurisdiction outside the
United Kingdom should refrain from doing so and seek appropriate professional
advice before taking any action.
The Microgen Shares to be issued pursuant to the Offer have not been and will
not be registered under the United States Securities Act of 1933 (as amended) or
under the securities laws of any jurisdiction of the United States, nor has a
prospectus in relation to the Microgen Shares been lodged with, or registered
by, the securities commission of any province or territory of Canada or the
Australian Securities and Investments Commission or the Ministry of Japan.
Accordingly, the Microgen Shares may not be offered, sold, re-sold or delivered,
directly or indirectly, in or into the United States (unless they are registered
or exempt from registration), Canada, Australia or Japan or any other
jurisdiction outside the United Kingdom in which the offer of Microgen Shares
would constitute a violation of relevant laws or require registration thereof.
There will be no public offer of the securities in the United States.
This Announcement contains certain statements that are or may be
forward-looking. These statements typically contain words such as 'intends', '
expects', 'anticipates', 'estimates' and words of similar import. By their
nature, forward-looking statements involve risk and uncertainty because they
relate to events and depend on circumstances that will occur in the future.
There are a number of factors that could cause actual results and developments
to differ materially from those expressed or implied by such forward-looking
statements. These factors include, but are not limited to, factors identified
elsewhere in this Announcement as well as the following possibilities: future
revenues are lower than expected; costs of difficulties relating to the
integration of the businesses of Microgen and AttentiV, or of other future
acquisitions, are greater than expected; expected cost savings from the
transaction or from other future acquisitions are not fully realised or realised
within the expected time frame; competitive pressures in the industry increase;
general economic conditions or conditions affecting the relevant industries,
whether internationally or in the places where Microgen and AttentiV do
business, are less favourable than expected; and/or conditions in the securities
market are less favourable than expected.
UBS Investment Bank is acting exclusively for Microgen in connection with the
Offer and no one else and will not be responsible to anyone other than Microgen
for providing the protections afforded to clients of UBS Investment Bank or for
providing advice in relation to the Offer.
Hawkpoint, which is authorised and regulated in the United Kingdom by the
Financial Services Authority, is acting exclusively as financial adviser to
AttentiV in connection with the Offer and no one else and will not be
responsible to anyone other than AttentiV for providing the protections afforded
to clients of Hawkpoint nor for providing advice in relation to the Offer.
Not for release, publication or distribution in, into or from Australia, Canada,
Japan or the United States
Not for release, publication or distribution in, into or from Australia, Canada,
Japan or the United States
28 April 2005
Recommended Offer by
UBS Limited
on behalf of
Microgen plc
for
AttentiV Systems Group plc
1 Introduction
The boards of Microgen and AttentiV announce that they have agreed the terms of
a recommended offer to be made by UBS, on behalf of Microgen for the entire
issued and to be issued share capital of AttentiV.
The Offer will be 50.0 pence in cash and 0.3758 New Microgen Shares for each
AttentiV Share, implying a total of 81.0 pence per share (based on the average
Closing Price of 82.50 pence per Microgen Share over the five business days
prior to the date of this Announcement) and which values the existing issued and
to be issued ordinary share capital of AttentiV at approximately £53.1 million.
2 The Offer
The Offer will be made on the following basis:
for each AttentiV Share 50.0 pence in cash and 0.3758 New Microgen Shares
The Offer values each AttentiV Share at 81.0 pence, based on the average Closing
Price of 82.50 pence per Microgen Share over the five business days prior to the
date of this Announcement, and values the whole of the existing issued and to be
issued ordinary share capital of AttentiV at approximately £53.1 million.
The Offer represents a premium of approximately:
(i) 14.9 per cent. to the average Closing Price per AttentiV Share over
the five business days prior to this Announcement;
(ii) 43.4 per cent. over the closing middle market price of 56.5 pence
per AttentiV Share on 4 April 2005, the last business day prior to the
announcement of an offer to acquire the entire issued share capital of AttentiV
by TietoEnator; and
(iii) 47.4 per cent. to the average closing middle market price of
approximately 54.97 pence per AttentiV Share for the period from 20 January 2005
(being the date on which AttentiV issued a trading statement) to 4 April 2005,
the date immediately preceding the date of the TietoEnator offer announcement.
Based on the Closing Price of 82.50 pence per Microgen Share on 27 April 2005
(the last dealing day prior to the date of this Announcement), the Offer values
each AttentiV Share at approximately 81.0 pence.
In view of AttentiV's size in relation to Microgen, the Offer is conditional,
inter alia, on the approval of Microgen's shareholders which is to be sought at
an EGM.
A circular to Microgen shareholders including notice of EGM, the Offer Document
to AttentiV Shareholders and Listing Particulars of Microgen containing further
information about the Offer and AttentiV will be posted in due course.
AttentiV Shareholders who validly accept the Offer may, subject to availability,
elect in respect of some or all of their AttentiV Shares, under the Mix and
Match Election, to receive as consideration either:
(i) all New Microgen Shares and no cash, on the basis of 0.9820 New
Microgen Shares for each AttentiV Share in respect of which an election is made;
or
(ii) all cash and no New Microgen Shares, on the basis of 81.0 pence in
cash for each AttentiV Share in respect of which an election is made;
instead of the combination of New Microgen Shares and cash provided under the
basic terms of the Offer.
Under the terms of the Mix and Match Election the total amount of consideration
satisfied in Microgen Shares will not exceed 35,000,000 Microgen Shares at any
time (equivalent to £28.4 million) and, the total amount of consideration
satisfied in cash will not exceed at any time £32.8 million.
The Offer will be conditional on, amongst other things, the approval of
Microgen's shareholders and the Board of Microgen will recommend to its
shareholders to give such approval. It will also be subject to the conditions
and the further terms set out in Appendix I and those to be set out in the Offer
Document and the Form of Acceptance.
3 Recommendation
The AttentiV Board, which has been so advised by Hawkpoint, considers the terms
of the Offer to be fair and reasonable. In providing advice to the AttentiV
Board, Hawkpoint has taken into account the commercial assessments of the
AttentiV Directors.
Accordingly, the AttentiV Board unanimously recommends AttentiV Shareholders, in
the absence of a higher offer being made, to accept the Offer.
4 Support of AttentiV Shareholders and Microgen Shareholders
Microgen has received irrevocable undertakings to accept (or use all reasonable
endeavours to procure the acceptance of) the Offer from certain institutional
and other shareholders in respect of 20,400,129 AttentiV Shares representing
approximately 33.7 per cent. of the issued share capital of AttentiV.
In addition to the irrevocable undertakings, Microgen has received non-binding
letters of intent to accept the Offer from certain institutional shareholders in
respect of a total of 9,663,475 AttentiV Shares representing approximately 16.0
per cent. of the existing issued AttentiV Shares.
In aggregate, therefore, Microgen has received irrevocable undertakings and
non-binding letters of intent to accept the Offer in respect of 30,063,604
AttentiV Shares, representing approximately 49.6 per cent. of the existing
issued AttentiV Shares.
Further details of the irrevocable undertakings and non-binding letters of
intent are set out in Appendix III.
The Microgen Board will vote in favour of the resolutions relating to the Offer,
details of which are in paragraph 12 below and which are to be proposed at
Microgen's EGM, in respect of their own beneficial holdings of 9,824,066
Microgen Shares, representing approximately 16.2 per cent. of the existing
issued share capital of Microgen.
5 Finance
Full acceptance of the Offer would require a maximum cash payment of
approximately £32.8 million by Microgen, which will be funded out of Microgen's
existing cash reserves and from committed bank facilities that will be put in
place for the purposes of the transaction. UBS is satisfied that sufficient
financial resources are available for Microgen to satisfy the consideration
payable as a result of full acceptance of the Offer.
Under the debt facilities agreements, Microgen will be in a position to declare
the Offer unconditional as to acceptances when it has received valid acceptances
of the Offer representing not less than 50.1 per cent. of the AttentiV Shares to
which the Offer relates.
6 Background to and reasons for the Offer
Background
Microgen has undertaken a series of successful acquisitions in the UK IT
software and solutions sector. Microgen's acquisition integration model has
enhanced shareholder value as evidenced by the financial results for the 2004
financial year when Microgen reported adjusted earnings per share growth of 45
per cent. Over the past three years, the Microgen acquisitions have had an
increasing emphasis on the financial services sector, where the Board considers
that the regulatory environment provides a market driver for potential
investment in IT services and solutions.
The proposed transaction will provide Microgen with a significantly increased
presence in the financial services sector and provide an opportunity to market
Microgen's complementary software and services offerings to the AttentiV
customer base. The combination of the two businesses will create an attractive
offering to the UK banking and financial services sector.
In addition to the potential medium term revenue benefits from the combination,
Microgen anticipates being able to produce cost and efficiency synergies for the
Enlarged Group as a result of the combination, including the:
o elimination of duplicated PLC and group costs;
o increased efficiency in business operations;
o increased utilisation of consultancy resources, through cross-training
and deployment across a broader customer base; and
o increased scale of software development and support infrastructure.
Prospects for the Enlarged Group
The Directors of Microgen believe that the Offer will strengthen Microgen's
position as an IT services and solutions provider in the financial services
market. The Microgen Directors anticipate that the Enlarged Group will benefit
from having an increased presence and expanded client base, with a broader range
of software and service offerings. Benefits are also anticipated to be derived
from reductions in cost resulting from the combination.
The benefits of the transaction are likely to be reflected in the Enlarged
Group's financial year ending 31 December 2006 and subsequent periods, with any
costs of rationalisation being reported in the second half of 2005.
Any statement or inference that the transaction is expected to be earnings
enhancing for the Enlarged Group should not be interpreted to mean that the
earnings per share in the financial year following the Offer, or in any
subsequent period, will necessarily be greater than those for the relevant
preceding financial period. The financial effect of the AttentiV acquisition on
Microgen's earnings per share is expected to be positive in 2006. This statement
should not be taken to mean that Microgen's earnings per share for 2005 or
subsequent periods will be higher than that of prior periods.
Microgen will finance the Offer by using its existing cash reserves and
committed banking facilities.
7 Information on Microgen
Although the general IT market environment in recent years has been
unpredictable, the Microgen Board anticipated this operating climate in its
planning assumptions and operating practices. As a result, Microgen has reported
an increase in both operating profit margins and adjusted earnings per share in
each of the past four financial years, including a strong operating performance
for the year ended 31 December 2004, when operating margins on continuing
operations increased to 12.6 per cent. and adjusted diluted earnings per share
increased by 45 per cent. This strong financial and operating performance has
been achieved while increasing investment in the group's software product
development by 75 per cent. in 2004, which should underpin the organic
development of Microgen in the future.
The 2004 results affirm the effectiveness of Microgen's acquisition integration
model as the two transactions completed towards the end of 2003 (MMT Computing
plc and Imago QA Limited) were consolidated. The acquisition of AFA Systems plc
in September 2004 followed a similar post-acquisition integration model which
was effective in reducing the cost base while improving software development
quality and delivery. These acquisitions have provided Microgen with an expanded
customer base and broader product and service offerings and have progressively
increased the proportion of the group's business being derived from the
financial services sector.
Microgen businesses
The business activities of Microgen currently include:
Financial Services. The Financial Services businesses are software-based, with
implementation requiring consultancy resource which is provided by Microgen
staff or associates. The group's applications include:
o Banking - Financial Data Repository, Treasury and Capital Markets
Trading, Rules-based Integration and Reconciliations;
o Asset Management - Front, Middle and Back Office, Multi-Manager/Pooled
Pensions Solutions, Customer Management and Performance Measurement; and
o Derivatives - Pricing, Risk Management and Back Office solutions.
Solutions Division. These businesses are primarily based around consultancy
services in three business sectors: Commercial, Emergency Services and
Financial. Microgen's capabilities extend throughout the project lifecycle from
analysis, through design and implementation to testing and acceptance and
thereafter to ongoing management and support of applications.
Billing Pricing and Payment Division. Microgen is a leading provider of BACS
payment software and solutions in the UK and also provides solutions for pricing
and registration in the energy supply sector. Microgen also provides a
multi-channel outsourced billing service which can deliver traditional and
electronic output requirements from a single billing datastream.
Financial information
The summary financial information for the three years ended 31 December 2004 is
extracted, without material adjustment, from the financial information on
Microgen to be set out in the Listing Particulars of Microgen expected to be
published shortly. However, AttentiV Shareholders should read the whole of the
Listing Particulars and should not rely on the summarised information provided
here.
Year ended Year ended Year ended
31 December 31 December 31 December
2004 2003 2002
£m £m £m
Turnover * 42.4 24.2 25.3
Operating profit from continuing 5.1 2.3 2.0
operations**
Profit before tax** 5.6 2.5 2.2
Net assets 62.3 54.1 43.8
* excludes exceptional items
** excluding exceptional items and goodwill amortisation
As at 31 December 2004, Microgen had net cash (and cash equivalents) of
approximately £14.6 million. The market capitalisation of Microgen based on the
Closing Price of 82.50 pence per Microgen Share on 27 April 2005 (the last
dealing day prior to this Announcement) was £83.8 million.
8 Information on AttentiV
AttentiV provides software solutions and associated services to the financial
services sector. These solutions cover modular software packages and
individually tailored applications, together with the support services necessary
for successful implementation and on-going support of complete operational
systems. AttentiV has two main product sets, Summit, which focuses on retail
banking, and Portfolio, which focuses on organisations offering asset-backed
finance products, personal loans and debt management. In addition to the sale of
these two products, AttentiV derives revenue from the delivery of custom-built
solutions through its tailored solutions business.
Summit is a package-based, modular system, that supports the selling and
administration of mortgages, loans, savings, current accounts and associated
services within the retail banking sector. Revenue from Summit was £22.0 million
for the financial year ended 30 September 2004. Portfolio is a suite of software
solutions for organisations offering asset-backed finance products, personal
loans and debt management. Revenue from Portfolio was £4.6 million for the
financial year ended 30 September 2004. Tailored solutions are software
applications designed and built to perform particular specialised tasks or to
operate in specific environments and revenue for the financial year ended 30
September 2004 was £5.5 million.
Following a successful placing of approximately £33.3 million worth of shares,
AttentiV made its debut on AIM on 31 March 2004. In the year ending 30 September
2004 AttentiV's total revenue was £32.1 million and its operating profit was
£3.2 million. AttentiV currently has approximately 350 employees.
9 Inducement fees arrangements
AttentiV has entered into an agreement with Microgen to pay an inducement fee to
Microgen of up to an aggregate amount of 1 per cent. of the Offer value (on a
fully diluted basis and taking into account any sums payable under the
TietoEnator inducement fee letter) in the following circumstances:
a) the Offer lapses or is withdrawn and after the date of this announcement
and before the lapse or withdrawal of the Offer a competing offer is announced
by TietoEnator or any subsidiary or person acting in concert with them which
values AttentiV at a price which is 75 pence or more per AttentiV share and
subsequently becomes or is declared unconditional in all respects; and
b) the Offer lapses or is withdrawn and after the date of this announcement
and before the lapse or withdrawal of the Offer a competing offer is announced
by an independent third party (being an entity other than Microgen or
TietoEnator or any person acting in concert with them) which values AttentiV at
a price which is 75 pence or more per AttentiV share and subsequently becomes or
is declared unconditional in all respects.
10 Directors, management and employees
Microgen will safeguard the existing contractual and statutory employment
rights, including pension rights, of the directors, management and employees of
AttentiV. AttentiV's employees will be given the opportunity, should they so
wish, to transfer onto Microgen's standard terms and conditions in the event
that the Offer becomes or is declared wholly unconditional.
As an integral part of a larger UK-based, fully-listed company, Microgen
believes that opportunities for AttentiV employees and management will be
enhanced by the combination with Microgen. Furthermore the Microgen Board
believes in aligning management compensation with shareholder objectives and is
to request approval from the Microgen shareholders to allocate new share
options specifically for AttentiV employees, below AttentiV Board level, on them
becoming part of the Enlarged Microgen Group.
Upon the Offer being declared wholly unconditional David Webber, Chief Executive
of AttentiV, will be invited to join the Microgen board as an Executive Director
which he intends to accept. As a result of the addition of the Executive
Director, the Microgen Board will review its composition in due course to
observe appropriate corporate governance.
11 AttentiV Share Option Schemes
The Offer will extend to any AttentiV Shares which are unconditionally allotted
or issued pursuant to the exercise of existing options under the AttentiV Share
Option Schemes while the Offer remains open for acceptance (or such earlier time
or date as Microgen may, subject to the rules of the Code, decide).
If the Offer becomes or is declared unconditional in all respects, Microgen
intends to make appropriate proposals in due course to holders of options under
the AttentiV Share Option Schemes (to the extent that such holders' options have
not been exercised or lapsed).
12 Shareholders' approval
In view of the relative sizes of the two companies, the Offer is conditional,
inter alia, upon the approval of Microgen Shareholders at the EGM to be convened
at 11 Park Street, Windsor, Berkshire SL4 1LU. Resolutions will be proposed in
order to approve and effect the Offer. Accordingly, a circular convening an EGM
will be posted to Microgen shareholders as soon as possible.
The Microgen Board will vote in favour of the resolutions relating to the Offer
to be proposed at the EGM in respect of their own beneficial holdings of
9,824,066 Microgen Shares representing approximately 9.7 per cent. of the
existing issued share capital of Microgen.
13 Compulsory acquisition and cancellation of listing of AttentiV Shares
Following the Offer becoming or being declared unconditional in all respects, if
Microgen receives acceptances under the Offer of at least 90 per cent.,
Microgen intends to use the procedures set out in sections 428 to 430F of the
Act to acquire compulsorily any outstanding AttentiV Shares to which the Offer
relates. Microgen will also procure the making of an application by AttentiV to
the Alternative Investment Market of the London Stock Exchange for the
cancellation of the listing of AttentiV Shares on the Alternative Investment
Market and to the London Stock Exchange for the cancellation of the admission to
trading of AttentiV Shares.
An announcement will be made following either (i) the Offer becoming or being
declared unconditional in all respects or (ii) the commencement of the
compulsory acquisition procedures under sections 428 to 430F of the Act in
respect of the AttentiV Shares, stating the anticipated time and date when the
listing and admission to trading will be cancelled being not less than 20
business days following such event.
The cancellation of the listing of AttentiV Shares will significantly reduce the
liquidity and marketability of any AttentiV Shares not assented to the Offer and
their value may be affected as a consequence.
14 Overseas Shareholders
The availability of the Offer to persons not resident in the United Kingdom may
be affected by the laws of their relevant jurisdictions. Any persons who are
subject to the laws of any jurisdiction other than those of the United Kingdom
should inform themselves about and observe any applicable legal and regulatory
requirements in their jurisdiction.
It is the responsibility of any Overseas Shareholder wishing to accept the Offer
to satisfy themselves as to the full observance of the laws and regulatory
requirements of the relevant territory in connection therewith, including the
obtaining of any governmental, exchange control or other consents which may be
required or the compliance with other necessary formalities needing to be
observed and the payment of any issue, transfer or other taxes or duties due in
such jurisdiction.
The Offer will not be made, directly or indirectly, in or into the United
States, Canada, Australia or Japan. The Microgen Shares to be issued pursuant to
the Offer have not been and will not be registered under the United States
Securities Act of 1933 (as amended) or under the securities laws of any
jurisdiction of the United States, nor has a prospectus in relation to the
Microgen Shares been lodged with, or registered by, the Securities Commission of
any province or territory of Canada or the Australian Securities and Investments
Commission or the Ministry of Japan.
Further details of the bases and sources of the financial information relating
to the Offer are set out in Appendix II.
15 General
The New Microgen Shares will be issued credited as fully paid and will rank in
full for all dividends and other distributions made, paid or declared after the
date of issue. Such shares will rank pari passu in all respects with the
existing Microgen Shares.
The Offer will be subject to the applicable requirements of the Code. The Offer
Document and Listing Particulars and the Form of Acceptance containing the full
terms and conditions of the Offer will be posted to AttentiV Shareholders (other
than those AttentiV Shareholders to whom the Offer will not be made, described
in Paragraph 14) as soon as practicable. In deciding whether or not to accept
the Offer in respect of their AttentiV Shares, AttentiV Shareholders should rely
on the information contained in, and follow the procedures described in, the
Offer Document and Form of Acceptance.
Neither Microgen nor any of its directors, nor, so far as Microgen is aware, any
party acting in concert with it, owns or controls any AttentiV Shares or holds
any options to purchase AttentiV Shares or has entered into any derivative
referenced to securities of AttentiV which remain outstanding.
The conditions to and certain further terms which will relate to the Offer are
set out in Appendix I.
The bases and sources of certain financial information contained in this
Announcement are set out in Appendix II and details of the irrevocable
undertakings and non binding letters of intent are set out in Appendix III.
Definitions of certain expressions used in this Announcement are contained in
Appendix IV.
This Announcement does not constitute an offer or an invitation to purchase any
securities.
Enquires:
For further information contact:
Microgen plc AttentiV Systems Group plc
Martyn Ratcliffe, Executive Chairman Peter Bertram, Chairman
Mike Phillips, Group Finance Director David Webber, Chief Executive
Phone: 01753 847 122 Phone: 01582 845 000
UBS Investment Bank Hawkpoint
John Woolland Paul Baines
Nick Adams Graham Paton
Phone: 020 7567 8000 Phone: 020 7665 4500
Financial Dynamics
Giles Sanderson
Ben Way
Phone: 020 7831 3113
The Offer will not be made, directly or indirectly, in or into, or by the use of
the mails of, or by any means or instrumentality (including, without limitation,
telephonically or electronically) of interstate or foreign commerce of, or any
facility of a national securities exchange of, the United States, Canada,
Australia or Japan. This Announcement does not constitute an offer in or into
the United States, Canada, Australia or Japan and the Offer should not be
accepted by any such use, means, instrumentality or facility or from within the
United States, Canada, Australia or Japan. Accordingly, this Announcement is not
being, and must not be, mailed or otherwise distributed or sent in, into or
from the United States, Canada, Australia or Japan and persons receiving the
same (including nominees, trustees or custodians) must not distribute or send
this Announcement in, into or from the United States, Canada, Australia or
Japan.
The Microgen Shares to be issued pursuant to the Offer have not been and will
not be registered under the United States Securities Act of 1933 (as amended) or
under the securities laws of any jurisdiction of the United States, nor has a
prospectus in relation to the Microgen Shares been lodged with, or registered
by, the securities commission of any province or territory of Canada or the
Australian Securities and Investments Commission or the Ministry of Japan.
Accordingly, the Microgen Shares may not be offered, sold, re-sold or delivered,
directly or indirectly, in or into the United States (unless they are registered
or exempt from registration), Canada, Australia or Japan or any other
jurisdiction outside the United Kingdom in which the offer of Microgen Shares
would constitute a violation of relevant laws or require registration thereof.
There will be no public offer of the securities in the United States.
This Announcement contains certain statements that are or may be
forward-looking. These statements typically contain words such as 'intends',
'expects', 'anticipates', 'estimates' and words of similar import. By their
nature, forward-looking statements involve risk and uncertainty because they
relate to events and depend on circumstances that will occur in the future.
There are a number of factors that could cause actual results and developments
to differ materially from those expressed or implied by such forward-looking
statements. These factors include, but are not limited to, factors identified
elsewhere in this Announcement as well as the following possibilities: future
revenues are lower than expected; costs of difficulties relating to the
integration of the businesses of Microgen and AttentiV, or of other future
acquisitions, are greater than expected; expected cost savings from the
transaction or from other future acquisitions are not fully realised or realised
within the expected time frame; competitive pressures in the industry increase;
general economic conditions or conditions affecting the relevant industries,
whether internationally or in the places where Microgen and AttentiV do
business, are less favourable than expected; and/or conditions in the securities
market are less favourable than expected.
UBS Investment Bank is acting exclusively for Microgen in connection with the
Offer and no one else and will not be responsible to anyone other than Microgen
for providing the protections afforded to clients of UBS Investment Bank, or for
providing advice in relation to the Offer.
Hawkpoint, which is authorised and regulated in the United Kingdom by the
Financial Services Authority, is acting exclusively as financial adviser to
AttentiV in connection with the Offer and no one else and will not be
responsible to anyone other than AttentiV for providing the protections afforded
to clients of Hawkpoint nor for providing advice in relation to the Offer.
Rule 8 Notice
Under the provisions of Rule 8.3 of the City Code on Takeovers and Mergers (the
'Code'), any person who, alone or acting together with any other person(s)
pursuant to any agreement or any understanding (whether formal or informal) to
acquire or control securities of Microgen or AttentiV, owns or controls, or
becomes the owner or controller, directly or indirectly, of one per cent. or
more of any class of securities of Microgen or AttentiV is required to notify a
Regulatory Information Service (as specified in the Listing Rules of the UK
Listing Authority) and the Panel on Takeovers and Mergers (the 'Panel'), by no
later than 12.00 noon (London time) on the London business day following the
date of the relevant transaction, of every dealing in such securities of that
company (or in any option in respect of, or derivative referenced to, any such
securities) from and including today's date until any offer becomes or is
declared unconditional as to acceptances or lapses or is otherwise withdrawn.
Under the provisions of Rule 8.1 of the Code, all dealings in relevant
securities of Microgen or AttentiV by Microgen or AttentiV, or by any of their
'associates' (within the meaning of the Code) must also be disclosed.
If you are in any doubt as to the application of Rule 8 to you, please contact
an independent financial adviser authorised under the Financial Services and
Markets Act 2000, consult the Panel's website at www.thetakeoverpanel.org.uk or
contact the Panel on telephone number +44 20 7638 0129; fax +44 20 7236 7013.
APPENDIX I
Conditions to and certain further terms of the Offer
Part A: Conditions of the Offer
The Offer, which will be made by UBS on behalf of Microgen, will comply with the
rules and regulations of the Financial Services Authority, the London Stock
Exchange and the City Code. In addition, the Offer will be governed by English
law and will be subject to the jurisdiction of the courts of England and to the
terms and conditions set out below, in the Offer Document and in the Form of
Acceptance.
The Offer will be subject to the following conditions:
(a) valid acceptances of the Offer being received (and not, where
permitted, withdrawn) by not later than 3.00 p.m. (London time) on the first
closing date of the Offer (or such later time(s) and/or date(s) as Microgen may,
subject to the rules of the City Code or with the consent of the Panel, decide)
in respect of not less than 55 per cent. (or such lesser percentage as Microgen
may decide) in nominal value of the AttentiV Shares to which the Offer relates,
provided that, unless agreed by the Panel, this condition will not be satisfied
unless Microgen and/or any of its wholly-owned subsidiaries shall have acquired
or agreed to acquire (whether pursuant to the Offer or otherwise) directly or
indirectly AttentiV Shares carrying in aggregate more than 50 per cent. of the
voting rights then normally exercisable at a general meeting of AttentiV,
including for this purpose (to the extent, if any, required by the Panel) any
such voting rights attaching to any AttentiV Shares that are unconditionally
allotted or issued before the Offer becomes or is declared unconditional as to
acceptances, whether pursuant to the exercise of any outstanding subscription or
conversion rights or otherwise and, for the purpose of this condition:
(i) the expression 'AttentiV Shares to which the Offer relates'
shall be construed in accordance with sections 428 to 430F inclusive of the Act;
(ii) AttentiV Shares which have been unconditionally allotted but
not issued shall be deemed to carry the voting rights which they will carry upon
being entered in the register of members of AttentiV; and
(iii) valid acceptances shall be deemed to have been received in
respect of AttentiV Shares which are treated for the purposes of section 429(8)
of the Act as having been acquired or contracted to be acquired by Microgen by
virtue of acceptances of the Offer;
(b) the admission to the Official List of the New Microgen Shares
issued pursuant to the Offer becoming effective in accordance with the Listing
Rules and the admission of such shares to trading becoming effective in
accordance with the Admission and Disclosure Standards of the London Stock
Exchange or (subject to the consent of the Panel) the UK Listing Authority
agreeing to admit such shares to the Official List and the London Stock Exchange
agreeing to admit such shares to trading subject only to (i) the allotment of
such shares and/or (ii) the Offer becoming or being declared unconditional in
all respects;
(c) the passing at an extraordinary general meeting of Microgen
shareholders (or any adjournment thereof) of the resolution necessary for the
approval and implementation of the Offer and a separate resolution required to
increase the authorised share capital of Microgen and to provide the authority
to its directors to allot shares for the purposes of the Offer;
(d) insofar as the merger provisions of the Enterprise Act 2002 may
be applicable to any aspect of the proposed acquisition of AttentiV by Microgen,
the Office of Fair Trading not indicating that it intends to refer the proposed
acquisition of AttentiV by Microgen (its implementation or any matter of matters
arising therefrom) to the Competition Commission;
(e) no Third Party having intervened in any way and there not
continuing to be outstanding any statute, regulation or order of any Third Party
in each case which would or might reasonably be expected (in any case to an
extent which is material in the context of the Wider Microgen Group or the Wider
AttentiV Group, as the case may be, in each case, taken as a whole) to:
(i) make the Offer or the acquisition or proposed acquisition by
Microgen or any other member of the Wider Microgen Group of any shares or
control of AttentiV or any other member of the Wider AttentiV Group, void,
unenforceable and/or illegal in any relevant jurisdiction or otherwise directly
or indirectly restrain, restrict, prohibit, prevent, delay or otherwise
interfere with the implementation thereof, or impose material additional
conditions or obligations with respect to the Offer or such acquisition, or
otherwise challenge, impede or hinder the Offer or its implementation, or
require amendment to the terms of the Offer or the acquisition or proposed
acquisition of any AttentiV Shares, or the acquisition of control of AttentiV by
Microgen;
(ii) require, prevent, or delay the divestiture or alter the
terms of any proposed divestiture by Microgen or any other member of the Wider
Microgen Group or by AttentiV or any other member of the Wider AttentiV Group of
all or any material part of their respective businesses, assets or properties or
impose any limitation on the ability of any of them to conduct any of their
respective businesses or to own or control any of their respective assets or
properties or any material part thereof;
(iii) limit or delay the ability of any member of the Wider
Microgen Group to acquire or to hold or to exercise effectively, directly or
indirectly, all or any rights of ownership in respect of the AttentiV Shares;
(iv) except pursuant to Part XIIIA of the Act, require any member of
the Wider Microgen Group or of the Wider AttentiV Group to acquire, or to offer
to acquire, any shares or other securities (or the equivalent) in any member of
the Wider AttentiV Group owned by any third party; or
(v) limit the ability of any member of the Wider Microgen Group or
of the Wider AttentiV Group to integrate or co-ordinate its business, or any
part of it, with the businesses or any part of the businesses of any other
member of the Wider Microgen Group or of the Wider AttentiV Group,
and all applicable waiting and other time periods during which any Third Party
could intervene in such a way under the laws of any relevant jurisdiction having
expired, lapsed or been terminated;
(f) all necessary notifications and filings having been made,
all regulatory and statutory obligations in any relevant jurisdiction having
been complied with, all appropriate waiting and other time periods (including
any extensions of such waiting and other time periods) under any applicable
legislation or regulations of any relevant jurisdiction having expired, lapsed
or been terminated in each case in respect of the Offer or the acquisition or
proposed acquisition of any AttentiV Shares or control of AttentiV or any other
member of the Wider AttentiV Group by any member of the Wider Microgen Group
except where the failure to make any such notification or filing, or comply with
any such obligation, or the fact that any such period has not expired, lapsed or
been terminated, individually or in the aggregate, is not likely to have a
materially adverse effect on the Wider Microgen Group taken as a whole;
(g) all authorisations and determinations necessary or appropriate
in any relevant jurisdiction for or in respect of the Offer or the acquisition
or proposed acquisition of any AttentiV Shares or control of AttentiV or any
other member of the Wider AttentiV Group by any member of the Wider Microgen
Group having been obtained, in terms and in a form reasonably satisfactory to
Microgen, from all relevant Third Parties or (without prejudice to the
generality of the foregoing) from any persons or bodies with whom any member of
the Wider AttentiV Group has entered into contractual arrangements that are
material in the context of the Wider AttentiV Group taken as a whole and such
authorisations and determinations remaining in full force and effect and there
being no notice of any intention to revoke or not renew or materially suspend,
restrict or modify any of the same in any such case insofar as is material in
the context of the Wider Microgen Group or Wider AttentiV Group, as the case may
be, in each case, taken as a whole;
(h) except as publicly announced by AttentiV, or as fairly
disclosed to Microgen or its advisers by or on behalf of AttentiV in connection
with the Offer prior to 28 April 2005, there being no provision of any
agreement, arrangement, licence or other instrument to which any member of the
Wider AttentiV Group is a party, or by or to which any such member or any of its
assets is or are or may be bound, entitled or subject or any circumstance,
which, in each case as a consequence of the Offer or the acquisition or proposed
acquisition of any AttentiV Shares or control of AttentiV or any other member of
the Wider AttentiV Group by any member of the Wider Microgen Group or otherwise,
would or might reasonably be expected to result in (in any case to an extent
that is or would be material in the context of the Wider AttentiV Group taken as
a whole):
(i) any monies borrowed by, or any other indebtedness or liabilities
(actual or contingent) of, or any grant available to, any such member being or
becoming repayable or capable of being declared repayable immediately or prior
to its stated maturity, or the ability of any such member to borrow moneys or
incur any indebtedness being withdrawn or inhibited;
(ii) any such agreement, arrangement, licence or other instrument
being terminated or materially and adversely modified or affected or any onerous
obligation or liability arising or any adverse action being taken or arising
thereunder;
(iii) any member of the Wider AttentiV Group ceasing to be able to
carry on its business under any name under which it currently does so;
(iv) any asset or interest of any member of the Wider AttentiV Group
being or falling to be disposed of, in each case otherwise than in the ordinary
course of business;
(v) the creation or enforcement of any mortgage, charge or other
security interest over the whole or any material part of the business, property
or assets of any such member of the Wider AttentiV Group or any such mortgage,
charge or other security interest (whenever created, arising or having arisen)
becoming enforceable;
(vi) the creation of any liability (actual or contingent) by any
member of the Wider AttentiV Group otherwise than in the ordinary course of
business; or
(vii) the financial or trading position of any member of the Wider
AttentiV Group being prejudiced or adversely affected;
(i) since 30 September 2004, save as publicly announced, or as
fairly disclosed to Microgen or its advisers by or on behalf of AttentiV in
connection with the Offer prior to 28 April 2005, no member of the Wider
AttentiV Group having:
(i) (save as between AttentiV and, on a pre-emptive basis, any
member of the Wider AttentiV Group or upon the exercise of rights to subscribe
for AttentiV Shares pursuant to the exercise of options granted under any of the
AttentiV Share Option Schemes on or prior to 30 September 2004 or details of
which have been disclosed to Microgen or its advisers in connection with the
Offer prior to 28 April 2005) issued or agreed to issue or authorised the issue
of additional shares of any class, or of securities convertible into, or rights,
warrants or options to subscribe for or acquire, any such shares or convertible
securities or redeemed, purchased or repaid any of its own shares or other
securities or reduced or made any other change to any part of its share capital;
(ii) recommended, declared, paid or made any bonus, dividend or
other distribution whether payable in cash or otherwise (other than to AttentiV
or a wholly-owned subsidiary of AttentiV);
(iii) save for transactions between members of the AttentiV Group,
acquired or disposed of or transferred, mortgaged or charged or created any
security interest over (in each case other than in the ordinary course of
business) any assets or any rights, title or interest in any asset (including
shares and trade investments), which, in each case, is material in the context
of the Wider AttentiV Group taken as a whole, or merged with or demerged any
body corporate or authorised or announced any intention to propose any such
merger, demerger, acquisition, disposal, transfer, mortgage, charge or security
interest (other than in the ordinary course of business);
(iv) made or authorised or announced an intention to propose any
material change in its loan capital or issued, authorised or proposed the issue
of any material debentures;
(v) (save in the ordinary course of business and/or for
transactions between members of the AttentiV Group) incurred or increased any
indebtedness or liability (actual or contingent) which is material in the
context of the Wider AttentiV Group taken as a whole;
(vi) entered into or varied or authorised the entry into or
variation of any agreement, transaction, arrangement or commitment (whether in
respect of capital expenditure or otherwise) which:
(A) is of a long-term, onerous or unusual nature or magnitude or
which involves or could involve an obligation of such a nature or magnitude; or
(B) could restrict the business of any member of the Wider AttentiV
Group,
and in any such case which is material in the context of the Wider AttentiV
Group taken as a whole;
(vii) entered into or varied materially the terms of any contract,
agreement or arrangement with any of the Directors of AttentiV or (in a manner
which is material in the context of the Wider AttentiV Group taken as a whole)
any other director or senior executive of any member of the Wider AttentiV
Group;
(viii) waived or compromised any claim other than in the ordinary
course of business in any case in a manner or on terms that are material in the
context of the Wider AttentiV Group taken as a whole;
(ix) taken any corporate action or had any legal proceedings
instituted or threatened against it, or petition presented or order (in each
case which is not discharged within 21 days) made, in each case for its
winding-up (voluntary or otherwise), dissolution or reorganisation or for the
appointment of a receiver, administrator, administrative receiver, trustee or
similar officer of all or any material part of its assets or revenues which in
any case is material in the context of the Wider AttentiV Group taken as a
whole;
(x) been unable, or admitted in writing that it is unable, to pay
its debts or having stopped or suspended (or threatened to stop or suspend)
payment of its debts generally or ceased or threatened to cease carrying on all
or a substantial part of its business, in any case which is likely to have a
material adverse effect on the Wider AttentiV Group taken as a whole;
(xi) made any alteration to the memorandum or articles of
association of AttentiV; or
(xii) entered into any contract, commitment, agreement or
arrangement or passed any resolution with respect to, or announced an intention
to effect, any of the transactions, matters or events referred to in this
condition (i);
and for the purpose of this condition 'material' shall mean material in the
context of the Wider AttentiV Group taken as a whole;
(j) since 30 September 2004, and save as publicly announced, or
as fairly disclosed to Microgen or its advisers by or on behalf of AttentiV in
connection with the Offer prior to 28 April 2005:
(i) no adverse change or deterioration having occurred in the
business, assets, financial or trading position or profits or prospects of
AttentiV or any other member of the Wider AttentiV Group that is material in the
context of the Wider AttentiV Group taken as a whole; and
(ii) no litigation or arbitration proceedings, prosecution or
other legal proceedings having been instituted, announced, implemented or
threatened in writing by or against or remaining outstanding against or in
respect of any member of the Wider AttentiV Group or to which any member of the
Wider AttentiV Group is a party (whether as claimant, defendant or otherwise)
the effect of which is adverse to any member of the Wider AttentiV Group to an
extent that in any case is material in the context of the Wider AttentiV Group
taken as a whole;
(k) save as fairly disclosed to Microgen or its advisers by or on
behalf of AttentiV in connection with the Offer prior to 28 April 2005, Microgen
not having discovered:
(i) that any financial, business or other information
concerning AttentiV or the Wider AttentiV Group that has been disclosed at any
time by or on behalf of any member of the Wider AttentiV Group whether publicly,
or to any member of the Wider Microgen Group, is misleading, contains any
misrepresentation of fact or omits to state a fact necessary to make the
information contained therein not misleading and which was not subsequently
corrected before 28 April 2005 by disclosure either publicly or otherwise to
Microgen, which in any case itself or together with other factors is material
and adverse to the financial or trading position of the Wider AttentiV Group
taken as a whole; or
(ii) that any member of the Wider AttentiV Group is subject to
any liability (actual or contingent) that has not been disclosed to any member
of the Wider Microgen Group or publicly announced prior to 28 April 2005, and
which in any case is material in the context of the Wider AttentiV Group taken
as a whole;
(l) save as publicly announced or as fairly disclosed to
Microgen or its advisers by or on behalf of AttentiV in connection with the
Offer prior to 28 April 2005, Microgen not having discovered that:
(i) any past or present member of the Wider AttentiV Group has
not complied with all applicable legislation or regulations of any jurisdiction
with regard to the storage, disposal, discharge, spillage, leakage or emission
of any waste or hazardous substance or any substance likely to impair the
environment or harm human health, or otherwise relating to environmental matters
or the health and safety of any person, or that there has otherwise been any
such use, treatment, handling, storage, transport, release, disposal, discharge,
spillage, leakage or emission (whether or not this constituted a non-compliance
by any person with any legislation or regulations and wherever the same may have
taken place) which, in any case, would be likely to give rise to any liability
(whether actual or contingent) or cost on the part of any member of the Wider
AttentiV Group which in any case is material in the context of the Wider
AttentiV Group taken as a whole; or
(ii) there is, or is reasonably likely to be, any liability
(whether actual or contingent) to make good, repair, reinstate or clean up any
property now or previously owned, occupied or made use of by any past or present
member of the Wider AttentiV Group, or in which any such member may now or
previously have had or be deemed to have or have had an interest, or any other
property or any controlled waters under any environmental legislation,
regulation, notice, circular or order or other lawful requirement of any
relevant authority or Third Party or otherwise which in any case is material in
the context of the Wider AttentiV Group taken as a whole.
For the purposes of these conditions:
(a) 'Third Party' means any government, government department or
governmental, quasi-governmental, supranational, statutory, regulatory or
investigative body, authority (including any national anti-trust or merger
control authority), court, trade agency, association, institution or
professional or environmental body or any other person or body whatsoever in any
relevant jurisdiction;
(b) a Third Party shall be regarded as having 'intervened' if it
has publicly decided to take, institute, implement, or threaten any action,
proceeding, suit, investigation or enquiry or reference, or made, enacted or
proposed any statute, regulation, decision or order, and 'intervene' shall be
construed accordingly;
(c) 'authorisations' means authorisations, orders, grants,
recognitions, confirmations, consents, licences, clearances, permissions,
exemptions and approvals;
(d) 'publicly announced' means disclosed in the annual report and
accounts of AttentiV for the year ended 30 September 2004 or otherwise announced
on or before 28 April 2005 by or on behalf of AttentiV by the delivery of an
announcement to a Regulatory Information Service; and
(e) 'the Wider AttentiV Group' means AttentiV and its subsidiary
undertakings, associated undertakings and any other undertakings in which
AttentiV and such undertakings (aggregating their interests) have a substantial
interest and 'the Wider Microgen Group' means Microgen and its subsidiary
undertakings, associated undertakings and any other undertaking in which
Microgen and such undertakings (aggregating their interests) have a substantial
interest.
Subject to the requirements of the Panel, Microgen reserves the right to waive
all or any of the above conditions, in whole or in part, except conditions (a),
(b) and (c). The Offer will lapse if it does not become or is not declared
unconditional as to acceptances. Further, the Offer will lapse unless
conditions (b) to (l) have been fulfilled or (if capable of waiver) waived, or,
where appropriate, have been determined by Microgen to be or remain satisfied,
by midnight on the day which is 21 days after the later of the first closing
date of the Offer and the date on which the Offer becomes or is declared
unconditional as to acceptances, or such later date as Microgen may, with the
consent of the Panel, decide, provided that Microgen shall be under no
obligation to waive or treat as fulfilled or satisfied any of conditions (d) to
(l) inclusive by a date earlier than the latest date specified above for the
fulfilment thereof notwithstanding that any such condition or the other
conditions of the Offer may at such earlier date have been fulfilled or
satisfied and that there are at such earlier date no circumstances indicating
that any of such conditions may not be capable of fulfilment or satisfaction.
The Offer will lapse if the acquisition of AttentiV by Microgen is referred to
the Competition Commission before the later of 3.00 pm (London time) on the
first closing date of the Offer and the date on which the Offer becomes or is
declared unconditional as to acceptances.
If the Offer lapses it will cease to be capable of further acceptance and the
offeror and accepting AttentiV Shareholders shall thereupon cease to be bound by
Forms of Acceptance submitted at or before the time when the Offer so lapses.
If Microgen is required by the Panel to make an offer for AttentiV Shares under
the provisions of Rule 9 of the Code, Microgen may make such alterations to the
terms and conditions of the Offer as are necessary to comply with the provisions
of that Rule.
2. Certain further terms of the Offer
The New Microgen Shares will be issued credited as fully paid and will rank pari
passu in all respects with the existing Microgen Shares, including the right to
receive all dividends and other distributions declared, made or paid after the
date of issue. Applications will be made to the UKLA for the New Microgen
Shares to be admitted to the Official List and to the London Stock Exchange for
the Microgen Shares to be admitted to trading.
Fractions of New Microgen Shares will not be allotted or issued to persons
accepting the Offer. Entitlements to New Microgen Shares will be rounded down
to the nearest whole number with the fractional entitlement not being issued.
AttentiV Shares will be acquired under the Offer free from all liens, equities,
charges, encumbrances and other interests and together with all rights attaching
thereto, including the right to receive all dividends and other distributions
declared, made or paid hereafter.
This Offer will be governed by English law and be subject to the jurisdiction of
the English courts, to the conditions set out above and in the formal Offer
Document and related Form of Acceptance.
APPENDIX II
Bases, sources and other information
1. Bases and sources
Unless otherwise stated:
(a) financial information relating to AttentiV has been extracted from the
Annual Report and Accounts of AttentiV for the year ended 30 September 2004;
(b) financial information relating to Microgen has been extracted from the
audited Annual Report and Accounts of the Microgen Group for the three years
ended 31 December 2004;
(c) the value of the ordinary share capital of AttentiV is based upon
60,577,794 and up to 4,957,445 shares will become exercisable at a price below
the Offer price upon the Offer becoming or being declared unconditional in all
respects, assuming for this purpose that 221,110 of the potential 989,889
AttentiV Shares allocated in respect of options granted pursuant to the
Sharesave Plan are in fact potentially exercisable having regard to the expected
timing of the Offer;
(d) all prices quoted for AttentiV Shares and Microgen Shares are Closing
Prices unless otherwise stated.
2. Other information
AttentiV had the following relevant securities in issue as at the close of
business on 27 April 2005:
(a) Ordinary shares of 5 pence each 60,577,794
(b) Options over ordinary shares of 5 pence each 4,957,445
Microgen had the following relevant securities in issue as at the close of
business on 27 April 2005:
(a) Ordinary shares of 5 pence each 101,587,277
(b) Options over ordinary shares of 5 pence each 5,182,878
The options over AttentiV Shares are calculated by reference to the number of
options which will become exercisable at a price below the Offer Price upon the
Offer becoming or being declared unconditional in all respects, assuming for
this purpose that 221,110 of the potential 989,889 AttentiV Shares allocated in
respect of options granted pursuant to the Sharesave Plan are in fact
potentially exercisable having regard to the expected timing of the Offer.
APPENDIX III
Irrevocable undertakings and non-binding letters of intent
Rule 8 disclosure
Number of Significant circumstances in which the irrevocable
AttentiV Shares undertaking will cease to be binding
Irrevocable Undertakings
Framlington Investment 9,345,129 If a third party announces a firm intention to make an offer
Management which values the AttentiV Shares at a price at least five per
cent. higher than 81 pence per AttentiV Share
Herald Investment 2,350,000 If a third party announces a firm intention to make an offer
Management Limited which values the AttentiV Shares at a price at least ten per
cent. higher than 81 pence per AttentiV Share
Merrill Lynch 4,205,000 If a third party announces a firm intention to make an offer
Investment Managers which values the AttentiV Shares at a price at least five per
Limited cent. higher than 81 pence per AttentiV Share; or
If in respect of any beneficial owner, in the event that such
beneficial owner either (i) terminates the appointment of the
manager as agent; or (ii) delivers to the manager an
unsolicited instruction to act contrary to the undertaking.
Morley Fund Management 4,500,000 If a third party announces a firm intention to make an offer
Limited which values the AttentiV Shares at a price at least five per
cent. higher than 81 pence per AttentiV Share; or
If there is a material change in the information relating to
the Offer which necessitates the Offeror issuing a corrective
statement or to revise the offer terms
Non-binding Letters of Intent
Insight Investment 4,663,475
Management (Global)
Limited
M&G Investment 5,000,000
Management Limited
APPENDIX IV
Definitions
The following definitions apply throughout this announcement unless the context
otherwise requires:
'Act' the Companies Act 1985 (as amended)
'AIM' an alternative investment market operated by the
London Stock Exchange
'AIM Rules' the rules of the London Stock Exchange governing the
admission to and operation of AIM
'Announcement' this announcement dated 28 April 2005
'Annual Report and Accounts of AttentiV' the annual report and audited accounts of AttentiV
for the year ended 30 September 2004
'AttentiV ' AttentiV Systems Group plc
'AttentiV Group' AttentiV and its subsidiary undertakings and where
the context permits, each of them
'AttentiV Shares' the existing unconditionally allotted or issued and
fully paid ordinary shares of 5 pence each in the
capital of AttentiV (other than any shares that may
be Treasury Shares while held by AttentiV) and any
further such shares which are unconditionally
allotted or issued (including pursuant to the
exercise of outstanding options granted under the
AttentiV Share Option Schemes) prior to the date on
which the Offer closes for acceptance (or such
earlier date or dates, not being earlier than the
date on which the Offer becomes unconditional as to
acceptances or, if later, the first closing date of
the Offer, as (subject to the Code) Microgen may
decide)
'AttentiV Share Option Schemes' the EMI Plan, the Sharesave Plan and the Unapproved
Plan
'AttentiV Shareholders' holders of AttentiV Shares
'Australia' the Commonwealth of Australia and its dependent
territories
'Canada' Canada, its possessions, provinces and territories
and all other areas subject to its jurisdiction and
any political sub-divisions thereof
'Closing Price' the middle market quotation of a share at the close
of business on a particular trading day as derived
from the Daily Offical List of the London Stock
Exchange
'Code' The City Code on Takeovers and Mergers
'CREST' the relevant system (as defined in the
Uncertificated Securities Regulations 2001 (SI
2001 No. 3755)) for paperless settlement of share
transfers and the holding of shares in
uncertificated form which is
administered by
CRESTCo
'CRESTCo' CRESTCo Limited
'Daily Official List' the Daily Official List of the London Stock
Exchange
'EGM' the extraordinary general meeting of Microgen to be
convened for the purposes of the Offer
'EMI Plan' the AttentiV Enterprise Management Incentive Plan
'Enlarged Group' the Microgen Group as enlarged by the acquisition of
AttentiV
'Form of Acceptance' the form of acceptance, authority and election for
use by AttentiV Shareholders in connection with the
Offer
'Hawkpoint' Hawkpoint Partners Limited
'Japan' Japan, its cities, prefectures, territories and
possessions
'London Stock Exchange' London Stock Exchange plc
'Microgen' or 'Microgen plc' or the 'Offeror' Microgen plc
'Microgen Group' Microgen plc and its subsidiaries
'Microgen Shares' the ordinary shares of 5 pence each in the capital
of Microgen
'Mix and Match Election' the facility under which AttentiV Shareholders who
validly accept the Offer may elect to receive the
Consideration Shares and/or cash to which they would
otherwise be entitled under the Offer in different
proportions to that provided under the basic terms
of the Offer
'New Microgen Shares' the Microgen Shares to be issued in connection with
the Offer
'Offer' the recommended offer to be made by UBS on behalf of
Microgen or a wholly-owned
subsidiary of Microgen for all of the AttentiV
Shares on the terms and subject to the conditions to
be set out in the Offer Document and in the Form of
Acceptance including, where the context requires,
any subsequent revision, variation, or renewal of
such offer or election available thereunder
'Offer Document' the document to be despatched on behalf of the
Offeror containing and setting out the terms and
conditions of the Offer
'Official List' The Official List of the UK Listing Authority
'Overseas Shareholders' AttentiV Shareholders who are resident in or
nationals or citizens of jurisdictions outside of
the United Kingdom or who are nominees of, or
custodians or trustees for, any such residents,
citizens or nationals
'Panel' The Panel on Takeovers and Mergers
'Securities Act' the United States Securities Act of 1933, as
amended
'Sharesave Plan' the AttentiV Sharesave Plan
'subsidiary' shall be construed in accordance with the
Act
'subsidiary undertaking', 'associated undertaking' shall have the meanings given by the Act (but for
and 'undertaking' this purposes ignoring paragraph 20(1)
(b) of Schedule 4A to the Act)
'substantial interest' shall mean a direct or indirect interest in 20 per
cent. or more of the equity capital of an
undertaking
'TietoEnator' TietoEnator Financial Solutions UK Limited
'Treasury Shares' the ordinary shares of 5 pence each in the capital
of AttentiV (if any) which are for the time being
held by AttentiV as treasury shares (within the
meaning of Section 162A of the Act)
'UBS' UBS Limited
'UBS Investment Bank' a business group of UBS Limited or UBS AG
'UK' or 'United Kingdom' the United Kingdom of Great Britain and Northern
Ireland
'UK Listing Authority' the Financial Services Authority acting in its
capacity as the competent authority for listing
under Part VI of the Financial Services and Markets
Act 2000
'Unapproved Plan' the AttentiV Unapproved Share Option Plan
'US' or 'United States' the United States of America, its possessions and
territories, all areas subject to its jurisdiction
or any subdivision thereof, any State of the United
States and the District of
Columbia
This information is provided by RNS
The company news service from the London Stock Exchange RA
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