TIDMMERL TIDMTTM
RNS Number : 2094I
Kirkbi Invest A/S
07 August 2019
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION (IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY) IN, INTO OR FROM ANY JURISDICTION
WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF
SUCH JURISDICTION
FOR IMMEDIATE RELEASE
7 August 2019
RECOMMED CASH ACQUISITION
of
MERLIN ENTERTAINMENTS plc
by
MOTION ACQUISITION Limited
(A NEWLY FORMED COMPANY OWNED BY JOINT OFFERORS (I) KIRKBI
INVEST A/S AND (II) FUNDS ADVISED BY BLACKSTONE CORE EQUITY
ADVISORS L.L.C., AND CANADA PENSION PLAN INVESTMENT BOARD AS
CO--INVESTOR)
to be effected by means of a Scheme of Arrangement under
Part 26 of the Companies Act 2006
UPDATE ON DEBT FINANCING ARRANGEMENTS
On 28 June 2019, the Independent Directors of Merlin
Entertainments plc ("Merlin") and the board of Motion Acquisition
Limited (a newly formed company owned by joint offerors (i) KIRKBI
Invest A/S ("KIRKBI") and (ii) funds advised by Blackstone Core
Equity Advisors L.L.C., and Canada Pension Plan Investment Board as
co-investor) ("Bidco") announced that they had agreed the terms of
a recommended cash offer pursuant to which Bidco will acquire the
entire issued and to be issued share capital of Merlin other than
Merlin shares owned or controlled by KIRKBI (the "Acquisition") to
be effected by means of a court-sanctioned scheme of arrangement
under Part 26 of the Companies Act 2006 (the "Scheme"). Capitalised
terms in this announcement, unless otherwise defined, have the same
meanings given to them in the scheme circular published on 1 August
2019 (the "Scheme Document").
Bidco announces that on 6 August 2019, in addition to Bank of
America Merrill Lynch International Designated Activity Company,
Bank of America N.A., London Branch and Deutsche Bank AG, London
Branch as existing lenders, each of Barclays Bank PLC, HSBC Bank
plc, Mizuho Bank, Ltd., UniCredit Bank AG, London Branch,
Blackstone Holdings Finance Co. L.L.C., CPPIB Credit Investments
Inc. and KIRKBI Invest A/S agreed to become lenders under the
Interim Facilities Agreement described in the Scheme Document by
way of a global transfer certificate (the "Global Transfer
Certificate").
Bidco also announces that on 6 August 2019, the commitment
letter, engagement letter, fee letter and fee credit letter in each
case, originally entered into on 28 June 2019 relating to the
financing of the Acquisition, which were previously published on
Bidco's and Merlin's websites, were amended (as amended, the
"Amended and Restated Financing Documents").
Copies of the Global Transfer Certificate and the Amended and
Restated Financing Documents are available on the Merlin website at
www.merlinentertainments.biz/recommended-offer and on Bidco's
website at www.motion-offer.com.
Enquiries:
FTI Consulting (PR adviser to KIRKBI and Tel: +44 (0)20 3727 1166
Blackstone) Tel: +44 (0)20 3727 1039
Louisa Feltes
Mitch Barltrop
Blackstone Tel: +44 (0)20 7451 4053
Ramesh Chhabra
Lazard (sole financial adviser to Bidco) Tel: +44 (0)20 7187 2581
William Rucker Tel: +44 (0)20 7187 2251
Charlie Foreman Tel: +44 (0)20 7187 2458
William Lawes Tel: +44 (0)20 7187 2309
Mia Tukulj
Important notices
Lazard & Co., Limited ("Lazard"), which is authorised by and
regulated by the FCA in the United Kingdom, is acting exclusively
as financial adviser to Bidco and no one else in connection with
the Acquisition and other matters set out in this Announcement and
will not be responsible to anyone other than Bidco for providing
the protections afforded to clients of Lazard or for providing
advice in relation to the Acquisition, the content of this
Announcement or any other matter referred to herein. Neither Lazard
nor any of its affiliates owes or accepts any duty, liability or
responsibility whatsoever (whether direct or indirect, whether in
contract, in tort, under statute or otherwise) to any person who is
not a client of Lazard in connection with this Announcement, any
statement contained herein or otherwise.
Merrill Lynch International ("BofA Merrill Lynch"), which is
authorised in the United Kingdom by the PRA and regulated in the
United Kingdom by the FCA and the PRA, is acting exclusively for
Blackstone and for no one else and will not be responsible to
anyone other than Blackstone for providing the protections afforded
to its clients or for providing advice in relation to the matters
referred to in this Announcement. Neither BofA Merrill Lynch, nor
any of its affiliates, owes or accepts any duty, liability or
responsibility whatsoever (whether direct or indirect, whether in
contract, in tort, under statute or otherwise) to any person who is
not a client of BofA Merrill Lynch in connection with this
Announcement, any statement contained herein or otherwise.
Further information
This Announcement is for information purposes only and is not
intended to, and does not, constitute or form part of any offer,
invitation or solicitation of an offer to purchase, otherwise
acquire, subscribe for, sell or otherwise dispose of, any
securities, or the solicitation of any vote or approval in any
jurisdiction, pursuant to the Acquisition or otherwise nor shall
there be any sale, issuance or transfer of securities of Merlin in
any jurisdiction in contravention of applicable law. The
Acquisition will be made solely pursuant to the terms of the Scheme
Document (or, if the Acquisition is implemented by way of a
Takeover Offer, the offer document), which contains the full terms
and conditions of the Acquisition, including details of how to vote
in respect of the Acquisition. Any decision in respect of the
Scheme (or, if applicable, the Takeover Offer), or other response
in relation to, the Acquisition should be made only on the basis of
the information contained in the Scheme Document (or, if the
Acquisition is implemented by way of a Takeover Offer, the offer
document). Each Merlin Shareholder is strongly advised to consult
his independent professional adviser immediately regarding the tax
consequences of the Acquisition applicable to him.
This Announcement does not constitute a prospectus or prospectus
equivalent document.
Dealing and Opening Position Disclosure Requirements of the City
Code
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) of the Code applies must be made by no
later than 3.30 pm (London time) on the 10th business day following
the commencement of the offer period and, if appropriate, by no
later than 3.30 pm (London time) on the 10th business day following
the Announcement in which any 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(s), save to the
extent that these details have previously been disclosed under Rule
8 of the Code. A Dealing Disclosure by a person to whom Rule 8.3(b)
applies must be made by no later than 3.30 pm 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 of the Code.
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 of
the Code).
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. You should contact the Panel's Market Surveillance Unit
on +44 (0)20 7638 0129 if you are in any doubt as to whether you
are required to make an Opening Position Disclosure or a Dealing
Disclosure.
Publication on website
This Announcement will be made available, subject to any
applicable restrictions relating to persons resident in Restricted
Jurisdictions, on Merlin's website at
www.merlinentertainments.biz/recommended-offer and Bidco's website
at www.motion-offer.com by no later than 12:00 p.m. on the Business
Day following date of publication of this Announcement. For the
avoidance of doubt, save as expressly referred to in this
Announcement, the contents of those websites are not incorporated
into and do not form part of this Announcement.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
OUPQDLBBKVFXBBF
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