Posting of Revised Offer Document and Synchronica Circular
/NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO THE SAME WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS AND / OR REGULATIONS OF SUCH JURISDICTION/
ROYAL TUNBRIDGE WELLS, UK, March 12, 2012 /CNW/ -
Recommended Increased Share Offer
On 7 March 2012, the Board of Myriad and the Board of Synchronica announced that they had reached agreement on the terms of a recommended increased share offer for the entire issued and to be issued share capital of Synchronica (the "Revised Offer") and that a revised offer document would be sent to all Synchronica Shareholders (and persons with information rights) prior to 13 March 2012 (or such later date as the Panel may agree).
Synchronica is a company incorporated under the laws of England and Wales, with its ordinary shares traded on the AIM Exchange of the London Stock Exchange (AIM: SYNC) and on the TSX Venture Exchange in Canada (TSX Venture: SYN). Myriad is a Swiss joint stock company traded on the Main Standard of the SIX Swiss Exchange (SIX: MYRN).
Due to the requirements of Canadian securities law, Synchronica is required to send a separate circular to Synchronica Shareholders (the "Synchronica Circular") and it is therefore the intention to send two separate documents to Synchronica Shareholders. These documents, being the Synchronica Circular and the Revised Offer Document (as defined below), will, between them, contain the information that was originally to be set out in the revised offer document described in the announcement of 7 March 2012.
In accordance with Rule 25 of the Code, the Synchronica Circular will contain details of the recommendation by the Board of Synchronica of the Revised Offer together with certain other information required by Rule 25 of the Code. The revised recommended offer document will contain the Revised Offer and any material changes in information set out by Myriad in the Offer Document pursuant to Rule 27 of the Code (the "Revised Offer Document").
Myriad, Synchronica and their respective advisors have developed the Revised Offer Document and the Synchronica Circular to an advanced stage. However, given the requirement for separate documents, and the requirement for such documents to be translated in to French, pursuant to Canadian securities law, it is taking longer than originally anticipated to complete these documents. Accordingly, the Panel has consented to the Revised Offer Document and the Synchronica Circular being posted to Synchronica Shareholders on, or prior to, Friday 16 March 2012.
Capitalised terms used in this announcement have the meanings ascribed to them in the Offer Document unless otherwise defined in this announcement.
Zeus Capital, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for Myriad and for no one else in connection with the Offer and is not advising any other person or treating any other person as its client in relation thereto and will not be responsible to anyone other than Myriad for providing the protections afforded to clients of Zeus Capital, or for giving advice to any other person in relation to the Offer, the contents of this announcement or any other matter referred to herein.
BDO Corporate Finance, a division of BDO LLP, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for Synchronica, as financial advisor in relation to this announcement, and is not acting for or advising any other person and accordingly will not be responsible to any other person other than Synchronica for providing the protections afforded to the clients of BDO LLP or for providing advice in relation to this announcement, or any other matter referred to herein.
This announcement is not intended to and does not constitute an offer to sell, or form part of, or constitute the solicitation of an offer to purchase or subscribe for or an invitation to purchase, any securities.
This announcement does not constitute a prospectus or a prospectus equivalent document. Shareholders are advised to read carefully the terms of the Offer Document, the Forms of Acceptance, the Prospectus Equivalent Document, the Notice of Variation (once it has been mailed) and the Revised Offer Document (once it has been dispatched). Any acceptance or other response to the Revised Offer should be made on the basis of these documents and not on the basis of this announcement.
Forward Looking Statements
This announcement contains statements that are, or may be, forward-looking statements. All statements other than statements of historical facts included in this announcement may be forward-looking statements. Without limitation, any statements preceded or followed by or that include words such as "target", "plan", "believe", "expect", "aim", "intend", "will", "should", "could", "would", "may", "consider", "anticipate", "estimate", "synergy", "cost saving", "project", "goal" or "strategy" or words or terms of similar substance or the negative of such words are forward-looking statements. Forward-looking statements include statements relating to the following: (i) the expected timetable for implementing the Revised Offer, future capital expenditures, expenses, revenues, earnings, synergies, economic performance, indebtedness, financial condition, dividend policy, losses and future prospects of Myriad or Synchronica or the Combined Group; (ii) business and management strategies and the expansion and growth of Myriad's, Synchronica's or the Combined Group's operations and potential synergies resulting from the Revised Offer by Myriad for Synchronica; and (iii) the effects of government regulation on Myriad's, Synchronica's or the Combined Group's respective businesses.
These forward-looking statements are not guarantees of future financial performance. They have not been reviewed by the auditors of Myriad or Synchronica. Such forward-looking statements involve known and unknown risks and uncertainties that could significantly affect expected results and are based on certain key assumptions. Many factors could cause actual results to differ materially from those projected or implied in any forward-looking statements. Due to such uncertainties and risks, readers are cautioned not to place undue reliance on such forward-looking statements, which speak only as of the date hereof. All subsequent oral or written forward-looking statements attributable to Myriad or Synchronica or any of their members, directors, officers or employees or any persons acting on their behalf are expressly qualified in their entirety by the cautionary statement above. Myriad and Synchronica disclaim any obligation to update any forward-looking or other statements contained herein, except as required by applicable law. All forward-looking statements included in this announcement are based on information available to Myriad and Synchronica on the date of this announcement and are made only as of the date of this announcement. Undue reliance should not be placed on such forward-looking statements.
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release. No stock exchange, securities commission or other regulatory authority has approved or disapproved the information contained herein.
Dealing Disclosure Requirements
Under Rule 8.3(a) of the Code, any person who is interested in 1 per cent. or more of any class of relevant securities of an offeree company or of any paper 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 paper 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 paper offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 p.m. (London time) on the 10th business day following the commencement of the Offer Period and, if appropriate, by no later than 3.30 p.m. (London time) on the 10th business day following the announcement in which any paper offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a paper 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 per cent. or more of any class of relevant securities of the offeree company or of any paper offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any paper 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 paper offeror(s), save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 p.m. (London time) 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 paper offeror, they will be deemed to be a single person for the purpose of Rule 8.3.
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).
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.
The release, publication or distribution of this announcement in jurisdictions other than the United Kingdom may be restricted by the laws of those jurisdictions and therefore persons into whose possession this announcement comes should inform themselves about and observe any such restrictions. Failure to comply with any such restrictions may constitute a violation of the securities laws of any such jurisdiction.
This announcement 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 announcement had been prepared in accordance with the laws and regulations of any jurisdiction outside of England.
In particular, this announcement is not an offer which is being made, directly or indirectly, in or into or by the use of the mails of, or by any means or instrumentality (including, without limitation, email, facsimile transmission, telex, telephone, the internet or other forms of electronic transmission) of interstate or foreign commerce, or of any facility of a national securities exchange of a Restricted Jurisdiction and the Revised Offer cannot be accepted by any such use, means, instrumentality or facility from or within a Restricted Jurisdiction.
Publication on website
A copy of this announcement is available free of charge on Myriad's website at www.myriadgroup.com/investors/share-offer-synchronica.aspx
And on Synchronica's website at
For further information:
For Myriad Group AG
Simon Wilkinson, Chief Executive Officer
Tel: +44 (0) 161 249 5400
Zeus Capital Limited
(Financial Adviser to Myriad)
Tel: +44 (0) 161 831 1512
Big Stick Communications Limited
(Public Relations Adviser to Myriad)
Tel: +44 (0) 7976 227224
+44 (0) 1892 552 720
Chief Executive Officer
BDO Corporate Finance
+44 (0) 121 352 6200
Rule 3 Advisor
Northland Capital Partners
+44 (0) 207 796 8800
Walbrook PR Ltd
+44 (0) 20 7933 8780
Media and Analyst Enquiries, UK
+1 416 815 0700 Ext 290
Media and Analyst Enquiries, North America