Offer for company — Advent International

Advent’s offer for Spectris plc

Related Documents

Rule 2.4 Announcement

Rule 2.4 Announcement

Rule 2.7 Announcement

Rule 2.7 Announcement

Acquisition-Related Arrangements

Irrevocable Undertakings

Financing Documents

Rule 2.7 Consent Letters

Company Offer

IMPORTANT DISCLAIMER

Firm intention to make an offer (the “Offer”) by MI Metron UK Bidco Limited (“Bidco”), an indirect subsidiary of funds managed/and or advised by Advent International, L.P. (“Advent”) for Spectris plc (“Spectris”).

ACCESS TO THIS AREA OF THE WEBSITE (“MICROSITE”) MAY BE RESTRICTED UNDER SECURITIES LAWS OR REGULATIONS IN CERTAIN JURISDICTIONS. THIS NOTICE REQUIRES YOU TO CONFIRM CERTAIN MATTERS (INCLUDING THAT YOU ARE NOT RESIDENT IN SUCH A JURISDICTION), BEFORE YOU MAY OBTAIN ACCESS TO THE INFORMATION ON THIS MICROSITE. THESE MATERIALS ARE NOT DIRECTED AT OR INTENDED TO BE ACCESSED BY PERSONS RESIDENT IN ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION OR WOULD RESULT IN A REQUIREMENT TO COMPLY WITH ANY FILING, REGISTRATION OR OTHER FORMALITY WHICH BIDCO REGARDS AS UNDULY ONEROUS (A “RESTRICTED JURISDICTION”).

THIS MICROSITE CONTAINS ANNOUNCEMENTS, DOCUMENTS AND INFORMATION (THE “INFORMATION”) PUBLISHED BY BIDCO AND/OR SPECTRIS RELATING TO THE OFFER IN COMPLIANCE WITH THE CITY CODE ON TAKEOVERS AND MERGERS (THE “CODE”). THE INFORMATION IS BEING MADE AVAILABLE IN GOOD FAITH AND FOR INFORMATION PURPOSES ONLY, AND ITS AVAILABILITY IS SUBJECT TO THE TERMS AND CONDITIONS SET OUT BELOW.

ACCESS TO THE INFORMATION

If you would like to view the Information contained in this Microsite, please read this notice carefully. This notice applies to all persons who view the Information contained in this Microsite and, depending on where you are located or resident, may affect your rights or responsibilities. Bidco reserves the right to amend or update this notice at any time and you should, therefore, read it in full each time you visit this Microsite. In addition, the contents of this Microsite may be amended at any time, in whole or in part, at the sole discretion of Bidco.

To allow you to view information about the Offer, you must read this notice and then click “I ACCEPT”. If you are unable to agree, you should click “I DECLINE” and you will not be able to view information about the Offer.

The Information contained in this Microsite is not intended to, and does not constitute or form any part of an offer to sell or otherwise dispose of or an invitation or solicitation of any offer to purchase or subscribe for or otherwise acquire any securities, or the solicitation of a vote or approval pursuant to the Offer or otherwise in any jurisdiction in which such offer or solicitation is unlawful. The Offer will be made solely by means of the formal offer documentation which will contain the full terms and conditions of the Offer, including details on how it may be accepted. Any decision made in relation to the Offer should be made solely and only on the basis of the information provided in any such offer documentation.

OVERSEAS JURISDICTIONS

This information is not directed at or intended to be accessible by persons resident in any Restricted Jurisdiction.

Viewing the Information you are seeking to access may be restricted under securities laws in certain jurisdictions. All persons resident outside of the United Kingdom (the “UK”) who wish to view the Information contained in this Microsite must first satisfy themselves that they are not subject to any local requirements which prohibit or restrict them from doing so and should inform themselves about, and observe, any legal or regulatory requirements applicable in their jurisdiction.

YOU SHOULD NOT DOWNLOAD, MAIL, FORWARD, DISTRIBUTE, SEND OR SHARE THE INFORMATION OR DOCUMENTS CONTAINED ON THIS MICROSITE TO ANY PERSON. IN PARTICULAR, YOU SHOULD NOT MAIL, FORWARD, DISTRIBUTE OR SEND THE INFORMATION OR DOCUMENTS CONTAINED THEREIN TO ANY PERSON LOCATED OR RESIDENT IN ANY RESTRICTED JURISDICTION.

This Microsite contains Information that has been prepared for the purposes 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 Information had been prepared in accordance with the laws and regulations of any jurisdiction outside of England and Wales.

It is your responsibility to satisfy yourself as to the full observance of any relevant laws and regulatory requirements. If you are not permitted to view the Information on this Microsite, or are in any doubt as to whether you are permitted to view the Information, please exit this Microsite.

ADDITIONAL US INFORMATION

The Offer relates to the securities of an English company and is subject to UK procedural and disclosure requirements that are different from those of the United States. The Offer may be implemented by means of a scheme of arrangement provided for under English law. A transaction implemented by means of a scheme of arrangement is not subject to the tender offer rules of the United States Securities Exchange Act of 1934, as amended from time to time (the “US Exchange Act”). If Bidco exercises its right in the future to implement the Offer by way of a takeover offer, such takeover offer will be made in compliance with applicable US laws and regulations, including Section 14(e) of the US Exchange Act and Regulation 14E thereunder, subject to any available exemptive relief. Accordingly, the Offer will be subject to disclosure and other procedural requirements and practices applicable in England to schemes of arrangement and/or takeover rules, including with respect to the offer timetable, withdrawal rights, settlement procedures and timing of payments, which differ from the disclosure requirements of US domestic tender offer rules. Also, certain financial information included in this Microsite has been prepared in accordance with UK Adopted International Financial Reporting Standards and thus may not be comparable to financial information of US companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the United States.

In accordance with normal UK practice and pursuant to Rule 14e-5(b) of the US Exchange Act, Bidco or its nominees, or its brokers (acting as agents), may from time to time make certain purchases of, or arrangements to purchase, ordinary shares in Spectris outside the United States, otherwise than under any offer or scheme related to the Offer, before or during the period in which the Offer remains open for acceptance. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. Any information about such purchases will be disclosed as required in the UK, will be reported to a Regulatory Information Service and will be available on the London Stock Exchange website, www.londonstockexchange.com.

It may be difficult for US holders of Spectris shares to enforce their rights and claims arising out of US federal securities laws, since Spectris is located in a country other than the United States, and some or all of its officers and directors may be residents of countries other than the United States. US holders of Spectris shares may not be able to sue a non-US company or its officers or directors in a non-US court for violations of US securities laws. Further, it may be difficult to compel a non-US company and its affiliates to subject themselves to a US court’s judgement.

The receipt of consideration pursuant to the Offer by a US holder of ordinary shares in Spectris may be a taxable transaction for US federal income tax purposes and under applicable state and local, as well as foreign and other tax laws. Each holder of ordinary shares in Spectris is urged to consult their independent professional advisor immediately regarding the tax consequences of acceptance of the Offer.

FORWARD-LOOKING STATEMENTS

This Microsite and the Information contained in it may contain certain forward-looking statements about Bidco, Advent and Spectris. These statements are based on the current expectations of the management of Bidco and are naturally subject to uncertainty and changes in circumstances. The forward-looking statements contained in this area of the website include statements relating to the expected effects of the Offer on Spectris, the expected timing, scope and terms of the Offer, and other statements other than historical facts.

All statements other than statements of historical facts may be forward looking statements. Forward-looking statements include statements typically containing words such as “will”, “may”, “should”, “believe”, “intends”, “expects”, “anticipates”, “targets”, “estimates”, “projects”, “plans”, “aims” and words of similar import. Forward looking statements include statements relating to the following: (i) future capital expenditures, expenses, revenues, earnings, synergies, economic performance, indebtedness, financial condition, dividend policy, losses and future prospects; (ii) business and management strategies and the expansion and growth of Bidco’s or Spectris’s operations and potential synergies resulting from the Acquisition; and (iii) the effects of government regulation on Bidco’s or Spectris’s business. These forward-looking statements are not guarantees of future performance. Such forward-looking statements involve known and unknown risks and uncertainties that could significantly affect expected results and are based on certain key assumptions. Although Bidco believes that the expectations reflected in such forward-looking statements are reasonable, Bidco can give no assurance that such expectations will prove to be correct. 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, the satisfaction of the conditions to the Offer, as well as additional factors, such as: local and global political and economic conditions; significant price discounting by competitors; inability to obtain, or meet conditions imposed for, required governmental and regulatory approvals; changes in consumer habits and preferences; changes in customers’ strategies and stability; foreign exchange rate fluctuations and interest rate fluctuations (including those from any potential credit rating decline); legal or regulatory developments and changes; the outcome of any litigation; the impact of any acquisitions or similar transactions; competitive product and pricing pressures; retention of key employees; success of business and operating initiatives and restructuring objectives; government actions, conflicts and natural phenomena such as floods, earthquakes, hurricanes and pandemics; and changes in the level of capital investment. Other unknown or unpredictable factors could cause actual results to differ materially from those in the forward-looking statements.

Given these risks and uncertainties, investors should not place undue reliance on forward-looking statements, which speak only as of the document within which the statement is contained, as a prediction of actual results. Neither Bidco nor any of its affiliated companies undertakes any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except to the extent legally required.

Unless expressly stated otherwise, no statement contained in or referred to in this Microsite is intended to be a profit forecast or a profit estimate for any period and no statement in any document contained in this Microsite should be interpreted to mean that the earnings or earnings per share of Spectris or any of its affiliates for current or future financial years will necessarily match or exceed the historical published earnings per share for Spectris.

RESPONSIBILITY

In relation to any offer-related materials accessible on this Microsite please note any statement of responsibility contained therein.

The documents included in this Microsite issued or published by Bidco speak only at the specified date of the relevant document or announcement reproduced on this Microsite and Bidco, the members of Bidco’s group, Advent and the members of Advent’s group have, and accept, no responsibility or duty to update or revise such documents. Bidco reserves the right to add to, remove or amend any information reproduced on this Microsite at any time.

In relation to any such announcements or other offer-related materials issued or published by any third party, or which relate to any third party, that are accessible on this Microsite, the only responsibility accepted by Spectris and its directors is for the correctness and fairness of its reproduction.

Neither the directors of Advent or Bidco, nor Advent, Bidco or any of their affiliated companies, have reviewed, and no such person is or shall be responsible for or accepts any liability in respect of, any information contained on any other website which may be linked to or from this Microsite.

OTHER

If you are in any doubt about the contents of this Microsite or the action you should take, you should seek your own financial advice from an independent financial adviser authorised under the Financial Services and Markets Act 2000 (as amended) or, if you are located outside the UK, from an appropriately authorised independent financial adviser.

This notice shall be governed by and construed in accordance with English law.

CONFIRMATION OF UNDERSTANDING AND ACCEPTANCE

I have read and understood the notice set out above and I agree to be bound by its terms.
I am not (nor do I act on behalf of someone who is) resident in any country that renders the accessing of the materials on this website or parts of it illegal nor resident in a Restricted Jurisdiction.
I will not print, download, or otherwise seek to copy, mail, forward, distribute or send any of the materials on this Microsite to any other person at any time.
I represent and warrant to Bidco that I intend to access this Microsite for information purposes only.

If you are not able to give these confirmations, you should click on I DECLINE below.