TIDMCRX
RNS Number : 8766R
Cyprotex PLC
14 December 2016
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION (IN WHOLE OR IN
PART), DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY RESTRICTED
JURISDICTION (INCLUDING THE UNITED STATES, CANADA, AUSTRALIA,
JAPAN, THE REPUBLIC OF SOUTH AFRICA AND NEW ZEALAND) OR ANY OTHER
JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE
RELEVANT LAWS OF SUCH JURISDICTION
14 December 2016
Recommended Acquisition of
Cyprotex PLC
by
Evotec A.G.
to be effected by means of a Scheme of Arrangement
under Part 26 of the Companies Act 2006
Scheme of Arrangement becomes effective
& Cancellation of trading of Cyprotex Shares
In connection with the recommended offer being made by Evotec
A.G. ("Evotec") to acquire the entire issued and to be issued
ordinary share capital of Cyprotex PLC ("Cyprotex") (the
"Acquisition") to be effected by way of a scheme of arrangement
under Part 26 of the Companies Act 2006 (the "Scheme") Cyprotex
announces that, following the delivery of the Scheme Court Order to
the Registrar of Companies earlier today, the Scheme to effect the
Acquisition has now become effective in accordance with its terms
and the entire issued ordinary share capital of Cyprotex is now
owned by Evotec.
Scheme Shareholders on the register at 6.00 p.m. on 13 December
2016 will be entitled to receive the offer consideration which is
160 pence in cash for each Scheme Share held.
The consideration payable to Cyprotex Shareholders for the
Acquisition will be settled (in the case of Scheme Shares held in
uncertificated form, by CREST accounts being credited) or
despatched (in the case of Scheme Shares held in certificated form)
by no later than 28 December 2016.
Trading in Cyprotex Shares on the AIM Market of the London Stock
Exchange was suspended with effect from 7.30 a.m. (London time)
today. The cancellation to trading of Cyprotex's shares on AIM will
take place no later than 7.00 a.m. (London time) on 15 December
2016.
As a result of the Scheme having become effective, share
certificates in respect of Scheme Shares will cease to be valid
documents of title and entitlements to Scheme Shares held in
uncertificated form in CREST are being cancelled.
Full details of the Offer are set out in the scheme document
dated 4 November 2016 sent or made available to Cyprotex
Shareholders (the "Scheme Document"). Capitalised terms used but
not otherwise defined in this announcement have the meaning given
to them in the Scheme Document.
Subject to certain restrictions, a copy of this announcement
will be available on Cyprotex's website (www.cyprotex.com) and on
Evotec's website (www.Evotec.com) respectively.
Enquiries:
Cyprotex
Mark Warburton Tel +44 (0) 1625 505117
Nplus1 Singer Advisory LLP (financial adviser
to Cyprotex, for the purposes of Rule 3 of the
Code and Nominated Adviser and Broker)
Shaun Dobson Tel +44 (0)20 7496 3000
Jen Boorer Tel +44 (0)20 7496 3000
Important notices
N+1 Singer, which, in the United Kingdom, is authorised and
regulated by the Financial Conduct Authority, is acting exclusively
for Cyprotex and no one else in connection with the Acquisition and
will not be responsible to anyone other than Cyprotex for providing
the protections afforded to clients of N+1 Singer nor for providing
advice in relation to the Acquisition or any other matter or
arrangement referred to in this announcement.
The release, publication or distribution of this announcement in
jurisdictions other than the United Kingdom may be restricted by
law and therefore persons into whose possession this announcement
comes should inform themselves about, and observe any applicable
restrictions or requirements. Any failure to comply with such
restrictions may constitute a violation of the securities laws of
any such jurisdiction. To the fullest extent possible, the
companies involved in the Acquisition disclaim any responsibility
or liability for the violation of such requirements by any person.
This announcement has been prepared for the purposes of complying
with English law, the Code, the Rules of the London Stock Exchange
and the AIM 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 England and Wales.
This announcement is for information purposes only. It is not
intended to and does not constitute, an offer or form part of any
offer or an invitation to purchase, subscribe for, sell or issue,
any securities or a solicitation of any offer to purchase,
subscribe for, sell or issue any securities pursuant to this
announcement or otherwise in any jurisdiction in which such offer
or solicitation is unlawful. This announcement does not comprise a
prospectus or a prospectus equivalent document.
Overseas jurisdictions
The release, publication or distribution of this announcement in
jurisdictions other than the United Kingdom may be restricted by
law and therefore any persons who are subject to the laws of any
jurisdiction other than the United Kingdom should inform themselves
about, and observe, any applicable requirements. This announcement
has been prepared for the purpose of complying with English law and
the 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 of jurisdictions outside the
United Kingdom.
Copies of this announcement and any formal documentation
relating to the Acquisition are not being, and must not be,
directly or indirectly, mailed or otherwise forwarded, distributed
or sent in or into or from any Restricted Jurisdiction and persons
receiving such documents (including custodians, nominees and
trustees) must not mail or otherwise forward, distribute or send
them in or into or from any Restricted Jurisdiction. If the
Acquisition is implemented by way of an Offer (unless otherwise
permitted by applicable law and regulation), the Offer may not be
made, directly or indirectly, in or into, or by the use of mails or
any means or instrumentality (including, but not limited to,
facsimile, email or other electronic transmission, telex or
telephone) of interstate or foreign commerce of, or of any facility
of a national, state or other securities exchange of any Restricted
Jurisdiction and the Offer may not be capable of acceptance by any
such use, means, instrumentality or facilities.
Forward looking statements
This Announcement (including information incorporated by
reference in this Announcement), oral statements made regarding the
Acquisition, and other information published by Cyprotex and Evotec
contain statements which are, or may be deemed to be, "forward
looking statements". Such forward looking statements are
prospective in nature and are not based on historical facts, but
rather on current expectations and on numerous assumptions
regarding the business strategies and the environment in which
Cyprotex and Evotec will operate in the future and are subject to
risks and uncertainties that could cause actual results to differ
materially from those expressed or implied by those statements. The
forward looking statements contained in this Announcement relate to
Cyprotex and Evotec's future prospects, developments and business
strategies, the expected timing and scope of the Acquisition and
other statements other than historical facts. In some cases, these
forward looking statements can be identified by the use of forward
looking terminology, including the terms "believes", "estimates",
"plans", "prepares", "anticipates", "expects", "is expected to",
"is subject to", "budget", "scheduled", "forecasts", "intends",
"may", "will" or "should" or their negatives or other variations or
comparable terminology. 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. If any one
or more of these risks or uncertainties materialises or if any one
or more of the assumptions prove incorrect, actual results may
differ materially from those expected, estimated or projected. Such
forward looking statements should therefore be construed in the
light of such factors. Neither Cyprotex and Evotec, nor any of
their respective associates or directors, officers or advisers,
provides any representation, assurance or guarantee that the
occurrence of the events expressed or implied in any forward
looking statements in this Announcement will actually occur. Given
these risks and uncertainties, potential investors should not place
any reliance on forward looking statements.
The forward looking statements speak only at the date of this
Announcement. Cyprotex and Evotec expressly disclaim any obligation
to update such statements other than as required by law or by the
rules of any competent regulatory authority, whether as a result of
new information, future events or otherwise.
No profit forecast or estimates
No statement in this Announcement is intended as a profit
forecast, profit estimate or quantified financial benefits
statement and no statement in this Announcement should be
interpreted to mean that earnings per Cyprotex or Evotec share for
the current or future financial years would necessarily match or
exceed the respective historical published earnings per Cyprotex or
Evotec share or to mean that the Enlarged Group's earnings in the
first 12 months following the Acquisition, or in any subsequent
period, would necessarily match or be greater than those of
Cyprotex or Evotec for the relevant preceding financial period or
any other period.
Publication on Website
In accordance with Rule 26.1 and 26.2 of the Code, a copy of
this announcement will be made available, subject to certain
restrictions relating to Restricted Overseas Shareholders, on the
website of Cyprotex at www.cyprotex.com until the end of the Offer
Period.
For the avoidance of doubt, the content of the websites referred
to above is not incorporated into and does not form part of this
announcement.
This information is provided by RNS
The company news service from the London Stock Exchange
END
MSCUSRNRNUAUAAA
(END) Dow Jones Newswires
December 14, 2016 11:03 ET (16:03 GMT)
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