I Agree

We have updated our Privacy and Cookie Policy. By clicking "I Agree" below, you acknowledge that you accept our Privacy and Cookie Policy and Terms of Use.

PLEASE TELL US A LITTLE ABOUT YOURSELF SO THAT WE CAN DISPLAY THE MOST
APPROPRIATE CONTENT TO YOU:

This site uses cookies. Some of the cookies are essential for parts of the site to operate and have already been set. You may delete and block all cookies from this site, but if you do, parts of the site may not work. To find out more about cookies used on Trustnet and how you can manage them, see our Privacy and Cookie Policy.

By clicking "I Agree" below, you acknowledge that you accept our Privacy Policy and Terms of Use.

For more information Click here

Login

Register

It's look like you're leaving us

What would you like us to do with the funds you've selected

Show me all my options Forget them Save them
Customise this table
Share   Print      RSS

Recipharm AB (0QSD)

Recipharm AB

Recommended Cash Offer
RNS Number : 7051T
Recipharm AB
18 November 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 OR REGULATIONS OF SUCH JURISDICTION

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

FOR IMMEDIATE RELEASE

 

18 November 2019

RECOMMENDED CASH OFFER

for

CONSORT MEDICAL PLC

by

RECIPHARM HOLDINGS LIMITED

(a wholly-owned subsidiary of Recipharm AB)

Summary

·          The boards of Recipharm AB ("Recipharm AB"), Recipharm Holdings Limited ("Recipharm") and Consort Medical PLC ("Consort") are pleased to announce that they have reached an agreement on the terms of a recommended cash offer by Recipharm, a wholly-owned direct subsidiary of Recipharm AB, for the entire issued and to be issued share capital of Consort.

·          Under the terms of the Proposed Acquisition, each Consort Shareholder will be entitled to receive:

For each Consort Share

1,010 pence in cash

·          The Proposed Acquisition represents a premium of approximately:

·          39.1 per cent. to the Closing Price of 726 pence for each Consort Share on 15 November 2019 (being the last Business Day before the date of this announcement); and

·          39.7 per cent. to the daily volume-weighted average price of 723 pence for each Consort Share for the month to 15 November 2019 (being the last Business Day before the date of this announcement).

·          The terms of the Proposed Acquisition value the entire issued and to be issued ordinary share capital of Consort at approximately £505 million on a fully diluted basis and implies an enterprise value of £627 million.

·          If any dividend or other distribution is authorised, declared, made or paid in respect of the Consort Shares on or after the date of this announcement and prior to the Effective Date, Recipharm reserves the right to reduce the consideration payable under the terms of the Proposed Acquisition for each Consort Share by the amount of all or part of any such dividend or other distribution, in which case any reference in this announcement or in the Offer Document to the consideration payable under the terms of the Proposed Acquisition will be deemed to be a reference to the consideration as so reduced and Consort Shareholders will be entitled to receive and retain such dividend or other distribution.

Consort recommendation

·          The Consort Directors, who have been so advised by Evercore Partners International LLP ("Evercore") as to the financial terms of the Proposed Acquisition, consider the terms of the Proposed Acquisition to be fair and reasonable. In providing its advice to the Consort Directors, Evercore has taken into account the commercial assessments of the Consort Directors. Evercore is providing independent financial advice to the Consort Directors for the purposes of Rule 3 of the Takeover Code.

·          Accordingly, the Consort Directors intend to recommend unanimously that Consort Shareholders accept, or procure acceptance of, the Offer, as each Consort Director who is interested in Consort Shares has irrevocably undertaken to do in respect of his or her own shareholdings of, in aggregate, 81,172 Consort Shares representing approximately 0.2 per cent. of the issued ordinary share capital of Consort on the Last Practicable Date.

·          Further details of these irrevocable undertakings are set out in Appendix 3 to this announcement.

Information on the Recipharm Group

·          The Recipharm Group is a leading contract development and manufacturing organisation ("CDMO") in the pharmaceutical industry employing almost 7,000 employees. The Recipharm Group offers manufacturing services for pharmaceuticals in various dosage forms, production of clinical trial material and active pharmaceutical ingredient ("API"), and pharmaceutical product development. The Recipharm Group manufactures several hundred different products to customers ranging from big pharma to smaller research and development companies.

·          The Recipharm Group's turnover for the twelve months ended 30 September 2019 was approximately SEK 7.2 billion. The Recipharm Group operates development and manufacturing facilities in France, Germany, India, Israel, Italy, Portugal, Spain, Sweden, the UK and the US and is headquartered in Stockholm, Sweden.

·          The Recipharm AB B-share is listed on Nasdaq Stockholm with a current market capitalisation of SEK 10.2 billion (approximately £820 million) as at the Last Practicable Date.

Information on Recipharm

·          Recipharm is an existing wholly-owned direct subsidiary of Recipharm AB and is a private limited company incorporated in England and Wales.

·          The current directors of Recipharm are Thomas Eldered (the Chief Executive Officer of the Recipharm Group) and Mark Quick. Further details in relation to Recipharm will be contained in the Offer Document.

Information on Consort

·          Consort is a public limited company incorporated in England and Wales, with its shares admitted to trading on the premium segment of the London Stock Exchange. Consort is a leading, global, single source pharma services drug and delivery device company. Consort is at the leading edge of innovation and is committed to investing in patient, clinician and customer driven innovation to create new treatments, new markets and new opportunities. 

·          Consort's Bespak division is a leading player in the manufacture of drug delivery devices for pharmaceutical partner companies, including respiratory, nasal, injectables and ocular products, and the manufacture of devices for the point of care diagnostics market. The Aesica division is a leading provider of finished dose and API development and manufacturing services to pharmaceutical partners.

·          Consort employs approximately 2,000 people globally of which approximately 1,400 are located in the UK. Consort has UK facilities in King's Lynn, Cambridge, Nelson, Milton Keynes, Cramlington and Queenborough and its head office in Hemel Hempstead, German facilities in Monheim and Zwickau and a facility in Pianezza, Italy.

Strategic rationale

·          The Recipharm Group's aim is to become a leading global CDMO and it is currently successfully executing against its ambitious growth strategy, targeting annual sales of over SEK 8 billion (approximately £643 million) by 2020. This is set amid consolidation in the fragmented CDMO industry, as pharmaceutical companies seek to reduce their fixed costs by rationalising supply chains and focussing on core R&D capabilities. Consequently, they are turning to trusted partners with the necessary scale and breadth of technologies to support them through the drug development process and the subsequent commercial manufacturing and supply.

·          Given these sector dynamics, and Consort's strength in pharmaceutical device development and manufacturing, the Recipharm Group believes that the combination is an excellent match. The Recipharm Group has been an admirer of Consort's innovative delivery technologies, which are highly complementary to its own capabilities and customer demands. The combination of Consort's product portfolio and services with the Recipharm Group's existing business, Recipharm believes will allow the Recipharm Group to become a best-in-class technology based CDMO with more than USD 1 billion in sales, positioning it to compete more effectively within a wider part of the value chain.

·          The Proposed Acquisition would create a new avenue for growth within the large and rapidly expanding biologics sector, leveraging the VapourSoft® technology validated through development contracts, and the strong pipeline originating from Consort's Innovation Centre in Cambridge, UK.

·          The Proposed Acquisition is financially compelling and expected to be significantly accretive to the Recipharm Group's cash earnings per share (and immediately accretive in the first fiscal year after completion), with the potential for significant future growth and operating margin expansion. The Recipharm Group estimates that within 18 months after completion, SEK 125 million (approximately £10.1 million) in annual cost synergies will be realised, with the potential for additional cost and revenue synergies in the medium to long term. The Recipharm Group also estimates that the combination will enhance the Recipharm Group's scale and profitability with annual pro forma revenue of SEK 10,847 million (approximately £872 million) and pro forma EBITDA of SEK 1,793 million (approximately £144 million). Consort had annual pro forma revenue of £292 million and annual pro forma EBITDA of £47 million.

·          The Recipharm Group has a strong track record of successfully assimilating and scaling acquired businesses, which has benefitted customers by providing a broader and more integrated offering. Through both organic and inorganic means, the Recipharm Group has also significantly expanded its geographic footprint and built on its highly experienced and technically capable employee base, allowing it to capture an increasingly larger share of the pharmaceutical value chain.

·          The Recipharm Group believes that it is the most suitable owner of Consort as the enlarged Recipharm Group would provide a unique offering in the CDMO industry, combining highly complementary offerings.

·          Accordingly, Recipharm has decided to make the Offer at a price which it believes fully reflects Consort's fair value and which provides a very attractive opportunity for Consort Shareholders to realise their investments in cash at a substantial premium to the prevailing share price.

·          Recipharm welcomes the Consort Board's support for the Proposed Acquisition and its unanimous recommendation to Consort Shareholders to accept the Offer.

·          Commenting on the Proposed Acquisition, Thomas Eldered, Chief Executive Officer of the Recipharm Group, said:

"I am excited at the prospect of combining Recipharm with Consort which is extremely complementary. In our view Bespak is already acknowledged as a leading drug device developer and manufacturer and is a perfect fit for Recipharm's broader pharmaceutical capabilities. The enlarged group will be able to provide finished dose forms in Bespak's key technologies, and provide customers with a far more integrated approach. The Aesica business will further expand our capabilities and capacities in both API and finished dose manufacturing whilst providing access to a new customer base"

·          Commenting on the Proposed Acquisition, Christopher Brinsmead CBE, Chairman of the Consort Board, said:

"Consort's leading technologies and market positions provide innovative solutions and products to a blue-chip customer base. We believe that Recipharm's businesses are highly complementary to our own and the board intends to unanimously recommend the offer from Recipharm which represents a 39 per cent. premium to our share price."

Jonathan Glenn, Chief Executive Officer of Consort, added:

"Consort's strategy has been to focus on expanding its businesses into new markets and geographic territories, and on developing our combined drug/device offering, Recipharm's capabilities and footprint in drug manufacture will enhance both our Bespak and Aesica businesses. We believe that customers of both businesses will value the offering and enhanced scale of the combined business."

Irrevocable undertakings

·          Recipharm has received irrevocable undertakings to accept (or procure acceptance of) the Offer from each of the Consort Directors who hold Consort Shares in respect of their own shareholdings of, in aggregate, 81,172 Consort Shares representing approximately 0.2 per cent. of the existing ordinary share capital of Consort in issue on the Last Practicable Date. The undertakings from the Consort Directors remain binding in the event of a competing offer being made for Consort.

·          Further details of these irrevocable undertakings (and the circumstance in which they will cease to be binding or otherwise fall away) are set out in Appendix 3 to this announcement.

General

·          It is intended that the Proposed Acquisition will be implemented by way of a takeover offer under Part 28 of the Companies Act and under the Takeover Code. Recipharm reserves the right, with the consent of the Takeover Panel (where necessary) and subject to the terms of the Co-operation Agreement, to elect to implement the Proposed Acquisition by way of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act.

·          The Proposed Acquisition will be subject to the Conditions and certain further terms set out in Appendix 1 to this announcement and to the full terms and conditions which will be set out in the Offer Document and Form of Acceptance.

·          The Recipharm Group expects the Proposed Acquisition to close in Q1 2020.

·          The Offer Document and Form of Acceptance will include full details of the Proposed Acquisition and the expected timetable, and will specify the actions to be taken by Consort Shareholders in connection with the Offer. It is expected that the Offer Document will be despatched to Consort Shareholders as soon as practicable following the date of this announcement and, in any event, no later than 28 days after the date of this announcement (or such later date as may be agreed with the Takeover Panel).

This summary should be read in conjunction with, and is subject to, the full text of this announcement and its Appendices.

The Offer will be made subject to the Conditions and further terms set out in Appendix 1 to this announcement and to the full terms and conditions which will be set out in the Offer Document and the Form of Acceptance. The bases and sources of certain financial information contained in this announcement are set out in Appendix 2 to this announcement. Details of the irrevocable undertakings given in relation to the Offer are set out in Appendix 3 to this announcement. Certain definitions and terms used in this announcement are set out in Appendix 4 to this announcement.

 

Enquiries:

Recipharm
Thomas Eldered

Tobias Hägglöv

Tel: +46 8 602 52 00

 

Consort
Jonathan Glenn

Paul Hayes

 

Tel: +44 1442 867920

Lazard & Co., Limited (financial adviser to Recipharm)
Nicholas Shott

Dale Raine

James Hay

 

Tel: +44 20 7187 2000

 

Lazard AB (financial adviser to Recipharm)

Gustaf Slettengren

Victor Kastensson

 

Tel: +46 8 442 54 00

 

Peel Hunt (corporate broker to Recipharm)

Alastair Rae

Dan Webster

James Steel

 

Tel: +44 20 7418 8900

Evercore Partners International LLP (financial adviser to Consort)
Julian Oakley

Alan Beirne

 

Tel: +44 20 7653 6000

Investec Bank plc (corporate broker to Consort)

Gary Clarence

Carlton Nelson

 

Tel: +44 20 7597 5970

FTI Consulting (PR adviser to Consort)

Ben Atwell

Simon Conway

 

Tel: +44 20 3727 1000

Clifford Chance LLP and Setterwalls Advokatbyrå are acting as legal advisers to Recipharm AB and Recipharm. Allen & Overy LLP is acting as legal adviser to Consort.

Important notices relating to financial advisers

Lazard & Co., Limited and Lazard AB ("Lazard") (Lazard & Co., Limited is authorised by and regulated by the FCA in the United Kingdom), is acting exclusively as financial adviser to Recipharm and no one else in connection with the Proposed Acquisition and other matters set out in this announcement and will not be responsible to anyone other than Recipharm for providing the protections afforded to clients of Lazard nor for providing advice in relation to the Proposed 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 the Proposed Acquisition and other matters set out in this announcement, any statement contained herein or otherwise.

Peel Hunt LLP ("Peel Hunt"), which is authorised by and regulated by the FCA in the United Kingdom, is acting exclusively as financial adviser to Recipharm and no one else in connection with the Proposed Acquisition and other matters set out in this announcement and will not be responsible to anyone other than Recipharm for providing the protections afforded to clients of Peel Hunt nor for providing advice in relation to the Proposed Acquisition, the content of this announcement or any other matter referred to herein. Neither Peel Hunt 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 Peel Hunt in connection with the Proposed Acquisition and other matters set out in this announcement, any statement contained herein or otherwise.

Evercore Partners International LLP ("Evercore"), which is authorised and regulated by the FCA in the UK is acting exclusively as financial adviser to Consort and no one else in relation to the Proposed Acquisition and other matters set out in this announcement and will not be responsible to anyone other than Consort for providing the protections afforded to the clients of Evercore, or for providing advice in relation to the Proposed Acquisition, the contents of this announcement or any other matter referred to herein. Neither Evercore 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 Evercore in connection with the Proposed Acquisition and other matters set out in this announcement, any statement contained herein or otherwise.

Apart from the responsibilities and liabilities, if any, which may be imposed on Evercore by FSMA, or the regulatory regime established thereunder, or under the regulatory regime of any jurisdiction where exclusion of liability under the relevant regulatory regime would be illegal, void or unenforceable, neither Evercore nor any of its affiliates accepts any responsibility or liability whatsoever for the contents of this announcement, and no representation, express or implied, is made by it, or purported to be made on its behalf, in relation to the contents of this announcement, including its accuracy, completeness or verification of any other statement made or purported to be made by it, or on its behalf, in connection with Consort or the matters described in this document. To the fullest extent permitted by applicable law, Evercore and its affiliates accordingly disclaim all and any responsibility or liability whether arising in tort, in delict, contract or otherwise (save as referred to above) which they might otherwise have in respect of this Announcement or any statement contained herein.

Investec Bank plc ("Investec"), which is authorised in the United Kingdom by the Prudential Regulation Authority and regulated by the FCA and the Prudential Regulation Authority, is acting exclusively for Consort and for no one else in relation to the Offer and any other arrangements referred to in this announcement. Investec will not regard any other person (whether or not a recipient of this announcement) as its client in relation to the Offer and the other arrangements referred to in this announcement, and will not be responsible to anyone other than the Consort for providing the protections afforded to its clients or for providing any advice in relation to the Offer, or the contents of this announcement.

Apart from the responsibilities and liabilities, if any, which may be imposed on Investec by FSMA or the regulatory regime established thereunder, Investec does not make any representation express or implied in relation to, nor accepts any responsibility whatsoever for, the contents of this announcement, or any other statement made or purported to be made by it or on its behalf in connection with Consort or the Offer. Investec (and its affiliates) accordingly, to the fullest extent permissible by law, disclaims all and any responsibility or liability (save for any statutory liability) whether arising in tort, contract or otherwise which it might have in respect of the contents of this announcement, or any other statement made or purported to be made by it or on its behalf in connection with Consort or the Offer.

Further information

This announcement is for information purposes only and is not intended to, and does not, constitute or form any part of any offer, invitation or solicitation of an offer to purchase, otherwise acquire, subscribe for, exchange, sell or otherwise dispose of, any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Proposed Acquisition or otherwise nor shall there be any sale, issuance or transfer of securities of Consort in any jurisdiction in contravention of applicable law. The Proposed Acquisition will be implemented solely through the Offer Document and the Form of Acceptance (or, if the Proposed Acquisition is implemented by way of a scheme of arrangement, the scheme document), which will contain the full terms and conditions of the Proposed Acquisition, including details of how to accept the Offer. Any acceptance or other response to the Offer should be made only on the basis of the information in the Offer Document (or, if the Proposed Acquisition is implemented by way of a scheme of arrangement, the scheme document). Consort Shareholders are advised to read the formal documentation in relation to the Proposed Acquisition carefully once it has been despatched.

This announcement does not constitute a prospectus or a prospectus equivalent document.

Overseas Shareholders

This announcement has been prepared in accordance with English law, the Takeover Code, the Market Abuse Regulation and the Disclosure Guidance and Transparency Rules and information disclosed may not be the same as that which would have been prepared in accordance with the laws of jurisdictions outside England.

The Proposed Acquisition will be subject to the applicable rules and regulations of the FCA, the London Stock Exchange and the Takeover Code.

The release, publication or distribution of this announcement in jurisdictions other than the United Kingdom and the availability of the Offer to Consort Shareholders who are not resident in the United Kingdom may be affected by the laws of relevant jurisdictions. Therefore any persons who are subject to the laws of any jurisdiction other than the United Kingdom or Consort Shareholders who are not resident in the United Kingdom will need to inform themselves about, and observe, any applicable legal or regulatory requirements. Any failure to comply with such requirements may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in the Proposed Acquisition disclaim any responsibility or liability for the violation of such restriction by any person.

Unless otherwise determined by Consort or required by the Takeover Code and permitted by applicable law and regulation, the Proposed Acquisition is not being, and will not be, made available, directly or indirectly, in or into or by the use of the mails of, or by any other means or instrumentality (including, without limitation, by mail, telephonically or electronically by way of internet, facsimile, telex or otherwise) of interstate or foreign commerce of, or any facilities of a national state or other securities exchange of any Restricted Jurisdiction, and the Offer will not be capable of acceptance by any such use, means, instrumentality or otherwise or from within any Restricted Jurisdiction.

Accordingly, unless otherwise determined by Recipharm or required by the Takeover Code and permitted by applicable law and regulation, copies of this announcement and formal documents relating to the Proposed Acquisition will not be, and must not be, directly or indirectly, mailed, transmitted or otherwise forwarded, distributed or sent in, into or from any Restricted Jurisdiction and persons receiving this announcement (including, without limitation, agents, custodians, nominees and trustees) must not, directly or indirectly, mail or otherwise forward, distribute or send it in, into or from such jurisdiction. Any person (including, without limitation, any agent, custodian, nominee and trustee) who would, or otherwise intends to, or who may have a contractual or legal obligation to, forward this announcement and/or the Offer Document and/or any other related document to any jurisdiction outside the United Kingdom should inform themselves of, and observe, any applicable legal or regulatory requirements of their jurisdiction.

Further details in relation to Overseas Shareholders will be contained in the Offer Document.

Notice to US investors in Consort

The Proposed Acquisition relates to shares of a UK company and is being effected by means of a contractual takeover offer under the Takeover Code and under the laws of England and Wales. The Offer will be made in the United States pursuant to all applicable laws and regulations, including, to the extent applicable, Section 14(e) and Regulation 14E under the US Exchange Act of 1934 (the "US Exchange Act") and otherwise in accordance with the requirements of the Takeover Code. Accordingly, the Proposed Acquisition will be subject to disclosure and other procedural requirements, including with respect to withdrawal rights, offer timetable, settlement procedures and timing of payments that are different from those applicable under US domestic tender offer procedures and law. The Offer is being made in the United States by Recipharm and no one else.

Furthermore, the payment and settlement procedure with respect to the Offer will comply with the relevant United Kingdom rules, which differ from US payment and settlement procedures, particularly with regard to the date of payment of consideration.

In accordance with, and to the extent permitted by, the Takeover Code and normal UK market practice, Lazard & Co., Limited, Peel Hunt LLP and their respective affiliates may continue to act as exempt principal traders or exempt market makers in Consort Shares on the London Stock Exchange and will engage in certain other purchasing activities consistent with their respective normal and usual practice and applicable law, as permitted by Rule 14e-5(b)(9) under the US Exchange Act. In addition, in compliance with the Takeover Code and to the extent permitted under Rule 14e-5(b) under the US Exchange Act, Recipharm, certain affiliated companies or their respective nominees, or brokers (acting as agents) may from time to time make certain purchases of, or arrangements to purchase, Consort securities other than pursuant to any such Offer, either in the open market at prevailing prices or through privately negotiated purchases at negotiated prices outside the United States before or during the period in which the Offer remains open for acceptance (or, if the Offer is implemented by way of a scheme, until the date on which the scheme becomes effective, lapses or is otherwise withdrawn). To the extent required by Rule 14e 5(b)(12), such purchases, or arrangements to purchase, must comply with English law, the Takeover Code and the Listing Rules. Any information about such purchases will be disclosed to the Takeover Panel and, to the extent that such information is required to be publicly disclosed in the United Kingdom in accordance with applicable regulatory requirements, will be made available to all investors (including US investors) via the Regulatory Information Service on the London Stock Exchanges website, www.londonstockexchange.com.

Financial information included in this announcement and the Offer Document has been or will be prepared in accordance with accounting standards applicable in the United Kingdom and 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.

Neither the United States Securities and Exchange Commission nor any United States state securities commission has approved or disapproved of the Proposed Acquisition, or passed comment upon the adequacy or completeness of this announcement or the Offer Document. Any representation to the contrary is a criminal offence in the United States.

The receipt of cash pursuant to the Proposed Acquisition by a US holder as consideration for the transfer of its Consort Shares pursuant to the Proposed Acquisition will likely be a taxable transaction for United States federal income tax purposes and under applicable United States state and local, as well as foreign and other, tax laws. Each Consort Shareholder is urged to consult his or her independent professional adviser immediately regarding the tax consequences of the Proposed Acquisition applicable to him or her.

It may be difficult for US holders of Consort securities to enforce their rights and any claim arising out of the US federal securities laws, since Recipharm and Consort are located outside of the United States, and some or all of their officers and directors may be resident outside of the United States. US holders of Consort securities may not be able to sue a foreign company or its officers or directors in a foreign court for violations of the US securities laws. Further, it may be difficult to compel a foreign company and its affiliates to subject themselves to a US court's judgment. There is substantial doubt as to the enforceability in the United Kingdom of original actions, or of actions for enforcement of judgments of US courts, based on civil liability provisions of US federal securities laws and judgment of a US court.

No offer to acquire securities or to exchange securities for other securities has been made, or will be made, directly or indirectly, in or into, or by the use of the mails of, or by any means or instrumentality of interstate or foreign commerce or any facilities of a national securities exchange of, the United States or any other country in which such offer may not be made other than: (i) in accordance with the tender offer requirements under the Exchange Act, or the securities laws of such other country, as the case may be: or (ii) pursuant to an available exemption from such requirements.

Forward looking statements

This announcement (including information incorporated by reference in this announcement), oral statements made regarding the Proposed Acquisition, and other information published by Recipharm and Consort contain statements which are, or may be deemed to be, "forward-looking statements". Forward-looking statements are prospective in nature and are not based on historical facts, but rather on current expectations and projections of the management of Recipharm and Consort about future events, and are therefore subject to risks and uncertainties which could cause actual results to differ materially from the future results expressed or implied by the forward-looking statements.

The forward-looking statements contained in this announcement include statements relating to the expected effects of the Proposed Acquisition on Recipharm and Consort (including their future prospects, developments and business strategies), the expected timing and scope of the Proposed Acquisition and other statements other than historical facts. Often, but not always, forward-looking statements can be identified by the use of forward-looking words such as "plans", "expects" or "does not expect", "is expected", "is subject to", "budget", "projects", "strategy", "scheduled", "estimates", "forecasts", "intends", "anticipates" or "does not anticipate", or "believes", or variations of such words and phrases or statements that certain actions, events or results "may", "could", "should", "would", "might" or "will" be taken, occur or be achieved. Forward-looking statements may 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 Recipharm's or Consort's operations and potential synergies resulting from the Proposed Acquisition; and (iii) the effects of global economic conditions and governmental regulation on Recipharm's or Consort's business. Although Recipharm and Consort believe that the expectations reflected in such forward-looking statements are reasonable, Recipharm and Consort 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 ability to complete the Proposed Acquisition; the ability to obtain requisite regulatory and shareholder approvals and the satisfaction of other Conditions on the proposed terms and schedule; future market conditions; changes in general economic and business conditions; the behaviour of other market participants; the anticipated benefits from the Proposed Acquisition not being realised as a result of changes in general economic and market conditions in the countries in which Recipharm and Consort operate, weak, volatile or illiquid capital and/or credit markets; changes in tax rates; interest rate and currency value fluctuations; the degree of competition in the geographic and business areas in which Recipharm and Consort operate; and changes in laws or in supervisory expectations or requirements. Other unknown or unpredictable factors could cause actual results to differ materially from those in the forward-looking statements. Such forward-looking statements should therefore be construed in the light of such factors. Neither Recipharm nor Consort, 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. You are cautioned not to place any reliance on these forward-looking statements. Other than in accordance with their legal or regulatory obligations, neither Recipharm nor Consort is under any obligation, and Recipharm and Consort expressly disclaim any intention or obligation, to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

Disclosure requirements of the Takeover Code

Under Rule 8.3(a) of the Takeover 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 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) applies must be made by no later than 3.30 pm on the 10th Business Day following the commencement of the Offer Period and, if appropriate, by no later than 3.30 pm 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 Takeover 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 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. 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.

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 Takeover 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 a website

This announcement and the documents required to be published pursuant to Rule 26 of the Takeover Code will be available, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on Recipharm's website at www.recipharm.com/investor-relations and on Consort's website at www.consortmedical.com/investor-centre/ promptly and in any event by no later than 12 noon on the Business Day following publication of this announcement. The content of the websites referred to in this announcement is not incorporated into, and does not form part of, this announcement.

No profit forecasts, estimates or quantified benefits statements

Nothing in this announcement is intended, or is to be construed, as a profit forecast, profit estimate or quantified benefits statement for any period and no statement in this announcement should be interpreted to mean that earnings or earnings per share for Consort for the current or future financial years would necessarily match or exceed the historical published earnings or earnings per share for Consort.

 

Electronic communications

Please be aware that addresses, electronic addresses and certain other information provided by Consort Shareholders, persons with information rights and other relevant persons for the receipt of communications from Consort may be provided to Recipharm during the Offer Period as required under Section 4 of Appendix 4 of the Takeover Code to comply with Rule 2.11(c).

 

Rounding

Certain figures included in this announcement have been subjected to rounding adjustments. Accordingly, figures shown for the same category presented in different tables may vary slightly and figures shown as totals in certain tables may not be an arithmetic aggregation of figures that precede them.

 

Rule 2.9 of the Takeover Code

For the purposes of Rule 2.9 of the Takeover Code, Consort confirms that, as at the Last Practicable Date, it had in issue 49,364,234 ordinary shares of 10 pence each. The ISIN for the Consort Shares is GB0000946276.

 

 

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 OR REGULATIONS OF SUCH JURISDICTION

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

FOR IMMEDIATE RELEASE

 18 November 2019

RECOMMENDED CASH OFFER

for

CONSORT MEDICAL PLC

by

RECIPHARM HOLDINGS LIMITED

(a wholly-owned subsidiary of Recipharm AB)

1.         Introduction

The boards of Recipharm AB, Recipharm and Consort are pleased to announce that they have reached an agreement on the terms of a recommended cash offer to be made by Recipharm, a wholly-owned direct subsidiary of Recipharm AB, for the entire issued and to be issued share capital of Consort.

It is intended that the Proposed Acquisition will be implemented by way of a takeover offer under Part 28 of the Companies Act.

2.         The Proposed Acquisition

Under the terms of the Proposed Acquisition, which shall be subject to the Conditions and further terms set out in Appendix 1 to this announcement and to the full terms and conditions which will be set out in the Offer Document and Form of Acceptance, Consort Shareholders will be entitled to receive:

For each Consort Share                               1,010 pence in cash

The Proposed Acquisition represents a premium of approximately:

·          39.1 per cent. to the Closing Price of 726 pence for each Consort Share on 15 November 2019 (being the last Business Day before the date of this announcement); and

·          39.7 per cent. to the daily volume-weighted average price of 723 pence for each Consort Share for the month to 15 November 2019 (being the last Business Day before the date of this announcement).

The terms of the Proposed Acquisition value the entire issued and to be issued ordinary share capital of Consort at approximately £505 million on a fully diluted basis and implies an enterprise value of £627 million.

If any dividend or other distribution is authorised, declared, made or paid in respect of the Consort Shares on or after the date of this announcement and prior to the Effective Date, Recipharm reserves the right to reduce the consideration payable under the terms of the Proposed Acquisition for each Consort Share by the amount of all or part of any such dividend or other distribution, in which case any reference in this announcement or in the Offer Document to the consideration payable under the terms of the Proposed Acquisition will be deemed to be a reference to the consideration as so reduced and Consort Shareholders will be entitled to receive and retain such dividend or other distribution.

It is intended that the Proposed Acquisition will be implemented by way of a takeover offer under Part 28 of the Companies Act and under the Takeover Code. Recipharm reserves the right, with the consent of the Takeover Panel (where necessary) and subject to the terms of the Co-operation Agreement, to elect to implement the Proposed Acquisition by way of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act.

The Proposed Acquisition will be subject to the Conditions and certain further terms set out in Appendix 1 to this announcement and to the full terms and conditions which will be set out in the Offer Document and Form of Acceptance.

The Offer Document and Form of Acceptance will include full details of the Proposed Acquisition and the expected timetable, and will specify the actions to be taken by Consort Shareholders in connection with the Offer. It is expected that the Offer Document will be despatched to Consort Shareholders as soon as practicable following the date of this announcement and, in any event, no later than 28 days after the date of this announcement (or such later date as may be agreed with the Takeover Panel).

3.         Background to and reasons for the Proposed Acquisition

The Recipharm Group's aim is to become a leading global CDMO and it is currently successfully executing against its ambitious growth strategy, targeting annual sales of over SEK 8 billion (approximately £643 million) by 2020. This is set amid consolidation in the fragmented CDMO industry, as pharmaceutical companies seek to reduce their fixed costs by rationalising supply chains and focussing on core R&D capabilities. Consequently, they are turning to trusted partners with the necessary scale and breadth of technologies to support them through the drug development process and the subsequent commercial manufacturing and supply.

Given these sector dynamics, and Consort's strength in pharmaceutical device development and manufacturing, the Recipharm Group believes that the combination is an excellent match. The Recipharm Group has been an admirer of Consort's innovative delivery technologies, which are highly complementary to its own capabilities and customer demands. The combination of Consort's product portfolio and services with the Recipharm Group's existing business, Recipharm believes will allow the Recipharm Group to become a best-in-class technology based CDMO with more than USD 1 billion in sales, positioning it to compete more effectively within a wider part of the value chain.

The Proposed Acquisition would create a new avenue for growth within the large and rapidly expanding biologics sector, leveraging the VapourSoft® technology validated through development contracts, and the strong pipeline originating from Consort's Innovation Centre in Cambridge, UK.

The Proposed Acquisition is financially compelling and expected to be significantly accretive to the Recipharm Group's cash earnings per share (and immediately accretive in the first fiscal year after completion), with the potential for significant future growth and operating margin expansion. The Recipharm Group estimates that within 18 months after completion, SEK 125 million (approximately £10.1 million) in annual cost synergies will be realised, with the potential for additional cost and revenue synergies in the medium to long term. The Recipharm Group also estimates that the combination will enhance the Recipharm Group's scale and profitability with annual pro forma revenue of SEK 10,847 million (approximately £872 million) and pro forma EBITDA of SEK 1,793 million (approximately £144 million). Consort had annual pro forma revenue of £292 million and annual pro forma EBITDA of £47 million.

The Recipharm Group has a strong track record of successfully assimilating and scaling acquired businesses, which has benefitted customers by providing a broader and more integrated offering. Through both organic and inorganic means, the Recipharm Group has also significantly expanded its geographic footprint and built on its highly experienced and technically capable employee base, allowing it to capture an increasingly larger share of the pharmaceutical value chain.

The Recipharm Group believes that it is the most suitable owner of Consort as the enlarged Recipharm Group would provide a unique offering in the CDMO industry, combining highly complementary offerings.

Accordingly, Recipharm has decided to make the Offer at a price which it believes fully reflects Consort's fair value and which provides a very attractive opportunity for Consort Shareholders to realise their investments in cash at a substantial premium to the prevailing share price.

Recipharm welcomes the Consort Board's support for the Proposed Acquisition and its unanimous recommendation to Consort Shareholders to accept the Offer.

4.         Recommendation

The Consort Directors, who have been so advised by Evercore as to the financial terms of the Proposed Acquisition, consider the terms of the Proposed Acquisition to be fair and reasonable. In providing its advice to the Consort Directors, Evercore has taken into account the commercial assessments of the Consort Directors. Evercore is providing independent financial advice to the board of Consort for the purposes of Rule 3 of the Takeover Code.

Accordingly, the Consort Directors intend to recommend unanimously that Consort Shareholders accept, or procure acceptance of, the Offer, as each Consort Director who is interested in Consort Shares has irrevocably undertaken to do in respect of his or her own shareholdings of, in aggregate, 81,172 Consort Shares representing approximately 0.2 per cent. of the issued ordinary share capital of Consort on the Last Practicable Date. Further details of these irrevocable undertakings are set out in Appendix 3 to this announcement.

5.         Background to and reasons for the Consort Directors' recommendation

Consort is a leading global drug CDMO, providing advanced delivery technologies, formulation and manufacturing solutions for the global pharmaceuticals industry. Consort's strategy has focused on expanding its businesses into new markets and territories, as well as developing its combined drug and device offering, and the development of a high quality pipeline of innovative new devices.

Consort consists of Bespak, a market-leading manufacturer of drug delivery devices, including respiratory, nasal, injectable and ocular products, and Aesica, a leading provider of finished dose and API development and manufacturing services.

Consort has successfully developed a pipeline of highly innovative new products and invested significantly in its Cambridge Innovation centre. The Group has three development contracts for its proprietary Syrina® and VapourSoft® technology, including a recently announced development agreement with Regeneron, which are tangible outputs from this investment in innovation. In addition, it has supported Mylan through its commercialisation of Wixela™ and has a cross-divisional commercial agreement to manufacture and fill the nasal delivery device, Unidose® Xtra. Today, Consort offers customers a single source for drug device development, formulation, manufacturing and fill/finish.

However, Consort's smaller scale relative to other pharmaceutical service providers leave it particularly exposed to the risks inherent in new drug development. The Consort Board believes that the new products and capabilities developed by Consort will generate sustained and attractive returns over the long-term, but that there is some uncertainty as to the timing of the delivery of these returns. This may result in volatility for Consort as a listed business in the intervening period, as these novel technologies are commercialised.

The Consort Board believes that implementation of Consort's existing strategy as an independent company would continue to generate significant value for Consort Shareholders in the long-term. However, the Consort Board has taken into consideration the potential performance of Consort's share price relative to Consort's current financial performance. The Offer, if successful, will allow Consort Shareholders to realise, in cash in the near-term, the value of their holdings in Consort at a material premium to Consort's undisturbed share price.

Accordingly, following careful consideration of the above factors, the Consort Directors intend unanimously to recommend that Consort Shareholders accept the Offer.

6.         Irrevocable undertakings

Recipharm has received irrevocable undertakings to accept (or procure acceptance of) the Offer from each of the Consort Directors who hold Consort Shares in respect of their own shareholdings of, in aggregate, 81,172 Consort Shares representing approximately 0.2 per cent. of the existing ordinary share capital of Consort in issue at the Last Practicable Date. The undertakings from the Consort Directors remain binding in the event of a competing offer being made for Consort.

Further details of these irrevocable undertakings (and the circumstances in which they will cease to be binding or otherwise fall away) are set out in Appendix 3 to this announcement.

7.         Further terms of the Proposed Acquisition

The Consort Shares will be acquired pursuant to the Proposed Acquisition fully paid and free from all liens, charges, equities, encumbrances, rights of pre‑emption and any other interests of any nature whatsoever and together with all rights now or hereafter attaching thereto, including without limitation voting rights and the right to receive and retain in full all dividends and other distributions (if any) announced, declared, made or paid or any other return of capital (whether by reduction of share capital or share premium account other otherwise) made on or after the date of this announcement.

If any dividend or other distribution is authorised, declared, made or paid in respect of the Consort Shares on or after the date of this announcement and prior to the Effective Date, Recipharm reserves the right to reduce the consideration payable under the terms of the Proposed Acquisition for each Consort Share by the amount of all or part of any such dividend or other distribution, in which case any reference in this announcement or in the Offer Document to the consideration payable under the terms of the Proposed Acquisition will be deemed to be a reference to the consideration as so reduced and Consort Shareholders will be entitled to receive and retain such dividend or other distribution.

8.         Information on the Recipharm Group

The Recipharm Group is a leading CDMO in the pharmaceutical industry employing almost 7,000 employees. The Recipharm Group offers manufacturing services for pharmaceuticals in various dosage forms, production of clinical trial material and APIs, and pharmaceutical product development. The Recipharm Group manufactures several hundred different products to customers ranging from big pharma to smaller research and development companies.

The Recipharm Group's turnover for the twelve months ended 30 September 2019 was approximately SEK 7.2 billion. The Recipharm Group operates development and manufacturing facilities in France, Germany, India, Israel, Italy, Portugal, Spain, Sweden, the UK and the US and is headquartered in Stockholm, Sweden.

The Recipharm AB B-share is listed on Nasdaq Stockholm with a current market capitalisation of SEK 10.2 billion (approximately £820 million) as at the Last Practicable Date.

 

9.         Information on Recipharm

Recipharm is an existing wholly-owned direct subsidiary of Recipharm AB and is a private limited company incorporated in England and Wales.

The current directors of Recipharm are Thomas Eldered (the Chief Executive Officer of the Recipharm Group) and Mark Quick. Further details in relation to Recipharm will be contained in the Offer Document.

10.       Information on Consort

Consort is a public limited company incorporated in England and Wales, with its shares admitted to trading on the premium segment of the London Stock Exchange. Consort is a leading, global, single source pharma services drug and delivery device company. Consort is at the leading edge of innovation and is committed to investing in patient, clinician and customer driven innovation to create new treatments, new markets and new opportunities. 

Consort's Bespak division is a leading player in the manufacture of drug delivery devices for pharmaceutical partner companies, including respiratory, nasal, injectables and ocular products, and the manufacture of devices for the point of care diagnostics market. The Aesica division is a leading provider of finished dose and API development and manufacturing services to pharmaceutical partners.

Consort employs approximately 2,000 people globally of which approximately 1,400 are located in the UK. Consort has UK facilities in King's Lynn, Cambridge, Nelson, Milton Keynes, Cramlington and Queenborough and its head office in Hemel Hempstead, German facilities in Monheim and Zwickau and a facility in Pianezza, Italy.

11.       Strategic plans and intentions with regard to assets, management and employees

 

Recipharm and Consort have highly complementary businesses given Recipharm's deep and broad pharmaceutical expertise and Consort's innovative device capabilities. The Recipharm Directors believe that the Proposed Acquisition, if successfully completed, should allow the enlarged Recipharm Group to provide a more integrated service and enhance the enlarged Recipharm Group's value proposition to customers, especially in the inhalation product segment, while building a more innovative product portfolio.

Recipharm's due diligence review of Consort has primarily consisted of a detailed review of publicly available information regarding Consort and, since the confidentiality agreement was entered into on 25 October 2019, limited interactions with a narrow group of the Consort Group's senior management, and a review of the limited materials provided to it by Consort.

As a result of its review, its sector knowledge and transaction experience, Recipharm envisages that the business of Consort would continue to operate materially in the same way without significant disruption to either the Recipharm or Consort business following completion of the Proposed Acquisition.

As a result of the Recipharm Group's track record and existing presence in the CDMO sector, Recipharm believes that there will be some duplication of operational infrastructure between the two businesses. While cost synergies are not a primary motivation for the Proposed Acquisition, Recipharm has identified areas of potential recurring cost synergies, including:

·    the Consort head office in Hemel Hempstead, at which there would be duplicated costs across several functions which could result in headcount reductions and a combination or relocation of Consort's head office functions;

 

·    savings generated by removing duplication and overlapping roles in functions between the Aesica business and Recipharm;

 

·    the potential to combine some Consort business development, sales and support staff with existing Recipharm functions across the enlarged Recipharm Group; and

 

·    redeployment or disposal of fixed assets, which will depend on the nature of these assets, including how efficient they are.

 

Recipharm does not anticipate making any material changes to:

·    the locations or functions of Consort's manufacturing footprint in the UK, Germany or Italy;

 

·    the R&D facility in Cambridge, UK; or

 

·    the Recipharm Group's existing manufacturing facilities, other than the ongoing closures previously announced.

 

Recipharm has not yet received sufficiently detailed information with which to conduct a more detailed assessment of the Consort business and, based on the limited due diligence to date, it does not yet have sufficient information to be able to estimate with specificity the extent of the potential synergies referred to above.

Based on its experience of integrating acquisitions, subject to complying with applicable laws, Recipharm expects to be able to begin a more detailed assessment of the Consort business and develop detailed steps for its integration in the period prior to the completion of the Proposed Acquisition. Recipharm expects its assessment to take 12 months after completion of the Proposed Acquisition in order to finalise the integration plan.

Management & employees

Recipharm attaches great importance to the reputation, know-how and experience of the existing management and employees of Consort. In addition to sharing a customer-oriented focus on quality and value, Recipharm believes that the employees of Consort will benefit from being part of the enlarged Recipharm Group, a top five global CDMO able to compete for global contracts. Customers will also benefit from the combined talent of both companies.

There are no agreements or arrangements between Recipharm and the management or employees of Consort in relation to their ongoing involvement in the business and the Proposed Acquisition will not be conditional on reaching agreement with such persons.

Recipharm has not entered into, and is not in discussions on proposals to enter into, any form of incentive arrangements with any member of the Consort Board or senior management who are interested in Consort Shares.

The finalisation and implementation of any employee reductions by the enlarged Recipharm Group will be subject to comprehensive planning and engagement with employees and consultation with employee representatives as required by applicable law. Employee reductions are not expected to be material in the context of the wider Consort group. Any affected employees will be treated in a fair and equitable manner consistent with Recipharm's high standards and culture of respect.

Recipharm confirms that, following the completion of the Proposed Acquisition, the existing contractual and statutory employment rights, including in relation to pensions, of all Consort employees will be fully safeguarded in accordance with applicable laws.

Subject to the usual scheme valuation processes, Recipharm does not intend to make any changes to the current employer pension contribution arrangements (including with regard to current arrangements for the funding of any scheme deficit), the accrual of benefits for existing members or the closure of admission of new members, in relation to Consort's defined benefit pension plans.

The non-executive directors of Consort will each be expected to resign from his or her office as a Consort Director upon completion of the Proposed Acquisition.

No statement in this paragraph 11 constitutes a "post-offer undertaking" for the purposes of Rule 19.5 of the Code.

12.       Consort Share Plans

The Offer will extend to any Consort Shares unconditionally allotted or issued fully paid (or credited as fully paid) to satisfy the exercise of existing options granted under the Consort Share Plans whilst the Offer remains open for acceptances.

Appropriate proposals will be made in due course to participants in the Consort Share Plans. The proposals will explain the effect of the Proposed Acquisition on the participants' options and the actions they may take in respect of their options.

13.       Financing of the Proposed Acquisition

 

The Proposed Acquisition will be fully financed through bank facilities arranged and made available by Danske Bank A/S and DNB Bank ASA, Sweden Branch, including a bridge facility of SEK 2,000 million (approximately £161 million) with a 12 month maturity (the "Bridge Facility"), pursuant to a SEK 1,300 million, €290 million and £250 million term loan, SEK 2,000 million bridge loan and SEK 3,000 million multicurrency revolving facilities agreement made between, among others, Recipharm AB, Danske Bank A/S and DNB Bank ASA, Sweden Branch (the "Facilities Agreement").

In order to repay the Bridge Facility and lower net debt, Recipharm AB intends to carry out one or several share issues of approximately SEK 2,500 million in total (the "Share Issues") whereof at least SEK 2,000 million is a rights issue with preferential rights for Recipharm AB's shareholders, subject to approval by a general meeting (the "Rights Issue") and up to SEK 500 million without preferential rights for Recipharm AB's shareholders. The largest shareholders of Recipharm AB, Thomas Eldered and Lars Backsell, who together hold approximately 27.1 per cent. of the total number of shares in Recipharm AB, have undertaken to vote in favour of the Rights Issue at a general meeting and have also undertaken to subscribe for an amount corresponding to their respective pro rata share in a Rights Issue of SEK 2,000 million. The Share Issues are expected and resolved to be completed during the first half of 2020, following completion of the Proposed Acquisition. Recipharm AB has retained Danske Bank A/S and DNB Bank ASA, Sweden Branch as financial advisers and lead managers in connection with the Share Issues. The Recipharm Group will provide further information on this in due course.

Lazard, as financial adviser to Recipharm, is satisfied that sufficient financial resources are available to Recipharm to enable it to satisfy, in full, the cash consideration payable to Consort Shareholders under the terms of the Proposed Acquisition.

Further details in respect of the Facilities Agreement and financing arrangements will be set out in the Offer Document.

14.       Offer-related arrangements

Confidentiality Agreement

On 25 October 2019, Recipharm AB and Consort entered into a confidentiality agreement (the "Confidentiality Agreement") in relation to the Proposed Acquisition, pursuant to which, amongst other things, Recipharm AB has undertaken to Consort to keep certain information relating to the Proposed Acquisition and to Consort confidential and not to disclose such information to third parties except to certain permitted disclosees for the purposes of the Proposed Acquisition, unless agreed in writing by Consort in advance or if required by law, rule, regulation or any judicial, governmental or competent supervisory or regulatory body. The confidentiality obligations of Recipharm AB under the Confidentiality Agreement terminate 18 months after the date of the Confidentiality Agreement.

The Confidentiality Agreement also contains undertakings from Recipharm AB that for a period of one year from the date of the agreement, subject to certain exceptions, neither it nor any of its disclosees under the agreement (other than finance providers or professional advisers) shall solicit for employment or employ any senior or key employee of the Consort Group.

Co-operation Agreement

Pursuant to a co-operation agreement dated on or about the date of this announcement (the "Co-operation Agreement"): (i) Consort has agreed to co-operate with Recipharm to assist in the satisfaction of certain regulatory conditions, and Recipharm and Recipharm AB have entered into commitments in relation to obtaining regulatory clearances; (ii) Recipharm has agreed to certain provisions if the Offer should switch to a scheme of arrangement; and (iii) Consort and Recipharm have agreed certain arrangements in respect of Consort's employees and the Consort Share Plans.

The Co-operation Agreement will terminate, inter alia, if (i) upon satisfaction of Recipharm's obligation to pay the consideration due to Consort Shareholders under the terms of the Proposed Acquisition; (ii) if the Offer, with the permission of the Panel (if required), is withdrawn or lapses or terminates in accordance with its terms (other than in certain limited circumstances); or, at either party's election, if: (a) Consort does not consent to the inclusion in the Offer Document of the Consort Directors' recommendation of the Offer; (b) the Consort Directors announce, prior to the publication of the Offer Document, that they no longer intend to make a recommendation of the Offer or intend to adversely modify or qualify such recommendation; (c) if the Offer is implemented by way of a scheme of arrangement, the Consort Directors announce that they will not convene the scheme court meeting or the relevant general meeting of Consort Shareholders or that they do not intend to post the scheme document; (d) the Consort Directors otherwise withdraw, adversely modify or adversely qualify such recommendation (including by recommending a competing proposal); (e) Consort does not consent to Recipharm's request to switch to a scheme of arrangement within five Business Days of such a request; or (f) a competing offer for Consort completes, becomes effective or is declared unconditional in all respects.

15.       Structure of and conditions to the Proposed Acquisition

It is intended that the Proposed Acquisition will be implemented by way of a takeover offer under Part 28 of the Companies Act and the Takeover Code. Recipharm reserves the right, with the consent of the Takeover Panel (where necessary) and subject to the terms of the Co-operation Agreement, to elect to implement the Proposed Acquisition by way of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act.

In such event, the Proposed Acquisition will be implemented substantially on the same terms, subject to appropriate amendments, as those which would apply to the Offer.

The Offer Document and Form of Acceptance will include full details of the Proposed Acquisition and the expected timetable, and will specify the actions to be taken by Consort Shareholders in connection with the Offer. It is expected that the Offer Document will be despatched to Consort Shareholders as soon as practicable following the date of this announcement and, in any event, no later than 28 days after the date of this announcement (or such later date as may be agreed with the Takeover Panel).

Consort Shareholders are urged to read the Offer Document and the Form of Acceptance when they are sent to them because they will both contain important information.

If the Offer becomes unconditional as to acceptances, Consort Shareholders who have accepted the Offer will be unable to withdraw their acceptance unless and until the Offer subsequently lapses. Subject to the Offer becoming or being declared unconditional in all respects, the cash consideration payable under the Offer will be despatched to those Consort Shareholders who have validly accepted the Offer within 14 days of the Offer becoming or being declared unconditional in all respects or, in relation to valid acceptances received after that date, within 14 days of that acceptance.

16.       Squeeze-out, de-listing, cancellation of trading and re‑registration

If Recipharm receives acceptances under the Offer in respect of, and/or otherwise acquires, 90 per cent or more of the Consort Shares by nominal value and voting rights attaching to such shares to which the Offer relates, Recipharm intends to exercise its rights pursuant to the provisions of Chapter 3 of Part 28 of the Companies Act to squeeze out the remaining Consort Shareholders.

After the Offer becomes or is declared unconditional in all respects and Recipharm has by virtue of its shareholdings and acceptances of its Offer acquired, or agreed to acquire, issued share capital carrying at least 75 per cent. of the voting rights of Consort, Recipharm intends to procure the making of an application by Consort for cancellation, respectively, of the listing of Consort Shares on the Official List and of the trading in Consort Shares on the London Stock Exchange's market for listed securities. A notice period of not less than 20 Business Days prior to the cancellation will commence on the date on which the Offer becomes or is declared unconditional in all respects provided that Recipharm has obtained 75 per cent. or more of the voting rights as described above or otherwise as soon as Recipharm obtains 75 per cent. or more of the voting rights as described above. Recipharm shall notify Consort Shareholders when the required 75 per cent. has been attained and confirm that the notice period has commenced.

It is also proposed that, following the Offer becoming unconditional in all respects and after the Consort Shares are de-listed, Consort will be re-registered as a private company under the relevant provisions of the Companies Act.

Such cancellation and re-registration would significantly reduce the liquidity and marketability of any Consort Shares not assented to the Offer and their value may be affected as a consequence. Any remaining Consort Shareholders would become minority shareholders in a privately controlled limited company and may be unable to sell their Consort Shares and there can be no certainty that any dividends or other distributions would be made by Consort or that the Consort Shareholders would again be offered as much for the Consort Shares held by them as under the Offer.

17.       Disclosure of interests in Consort

As at the close of business on the Last Practicable Date, other than the irrevocable undertakings referred to in paragraph 6 of this announcement, none of Recipharm, Recipharm AB, any of their respective directors or, so far as Recipharm or Recipharm AB is aware, any person acting, or deemed to be acting, in concert with Recipharm, had:

(a)        an interest in, or right to subscribe for, relevant securities of Consort;

(b)        any short position in (whether conditional or absolute and whether in the money or otherwise), including any short position under a derivative, any agreement to sell or any delivery obligation or right to require another person to purchase or take delivery of, relevant securities of Consort;

(c)        procured an irrevocable commitment or letter of intent to accept the terms of the Proposed Acquisition in respect of relevant securities of Consort; or

(d)       borrowed, lent or entered into any financial collateral arrangements or dealing arrangements in respect of any Consort Shares.

Other than the irrevocable undertakings described in paragraph 6 of this announcement, no arrangement exists between Recipharm or Consort or any person acting in concert with Recipharm or Consort in relation to Consort Shares. For these purposes, an arrangement includes any indemnity or option arrangement, any agreement or any understanding, formal or informal, of whatever nature, relating to Consort Shares which may be an inducement to deal or refrain from dealing in such securities.

In the interests of secrecy prior to this announcement, Recipharm has not made any enquiries in respect of the matters referred to in this paragraph 17 of certain parties who may be deemed by the Takeover Panel to be acting in concert with Recipharm for the purposes of the Proposed Acquisition. Enquiries of such parties will be made as soon as practicable following the date of this announcement, and Recipharm confirms that further disclosure in accordance with Rule 8.1(a) and Note 2(a)(i) on Rule 8 of the Takeover Code will be made as soon as possible and, in any event, by no later than 12 noon on the date falling 10 Business Days after the date of this announcement.

18.       Overseas Shareholders

The availability of the Offer and the distribution of this announcement to persons resident in, or citizens of, or otherwise subject to, jurisdictions outside the United Kingdom may be affected by the laws of the relevant jurisdictions. Such persons should inform themselves of, and observe, any applicable legal or regulatory requirements of their jurisdiction. Further details in relation to Overseas Shareholders will be contained in the Offer Document. Consort Shareholders who are in any doubt regarding such matters should consult an appropriate independent professional adviser in the relevant jurisdiction without delay.

This announcement is not intended to, and does not, constitute or form part of any offer to sell or to subscribe for, or any invitation to purchase or subscribe for, or the solicitation of any offer to purchase or otherwise subscribe for, any securities. Consort Shareholders are advised to read carefully the Offer Document and the accompanying Form of Acceptance once these have been despatched.

19.       Documents

Copies of the following documents will, by no later than 12 noon on the Business Day following the date of this announcement, be made available on Recipharm's website at www.recipharm.com/investor-relations and Consort's website at www.consortmedical.com/investor-centre/ until the end of the Offer Period:

(a)        this announcement;

(b)        the irrevocable undertakings referred to in paragraph 6 above and summarised in Appendix 3 to this announcement;

(c)        the Confidentiality Agreement;

(d)       the Co-operation Agreement; and

(e)        the Facilities Agreement.

20.       General

In deciding whether or not to accept the Offer in respect of their Consort Shares, Consort Shareholders should rely on the information contained, and follow the procedures described, in the Offer Document and the Form of Acceptance.

This summary should be read in conjunction with, and is subject to, the full text of this announcement and its Appendices.

The Offer will be made subject to the Conditions and further terms set out in Appendix 1 to this announcement and to the full terms and conditions which will be set out in the Offer Document and the Form of Acceptance. The Recipharm Group expects the Proposed Acquisition to close in Q1 2020.

The bases and sources of certain financial information contained in this announcement are set out in Appendix 2 to this announcement. Details of the irrevocable undertakings given in relation to the Offer are set out in Appendix 3 to this announcement. Certain definitions and terms used in this announcement are set out in Appendix 4 to this announcement.

Lazard and Evercore have each given and not withdrawn their consent to the publication of this announcement with the inclusion herein of the references to their names in the form and context in which they appear.

Enquiries:

Recipharm
Thomas Eldered

Tobias Hägglöv

Tel: +46 8 602 52 00

 

Consort
Jonathan Glenn

Paul Hayes

 

Tel: +44 1442 867920

Lazard & Co., Limited (financial adviser to Recipharm)
Nicholas Shott

Dale Raine

James Hay

 

Tel: +44 20 7187 2000

 

Lazard AB (financial adviser to Recipharm)

Gustaf Slettengren

Victor Kastensson

 

Tel: +46 8 442 54 00

 

Peel Hunt (corporate broker to Recipharm)

Alastair Rae

Dan Webster

James Steel

 

Tel: +44 20 7418 8900

Evercore Partners International LLP (financial adviser to Consort)
Julian Oakley

Alan Beirne

 

Tel: +44 20 7653 6000

Investec Bank plc (corporate broker to Consort)

Gary Clarence

Carlton Nelson

 

Tel: +44 20 7597 5970

FTI Consulting (PR adviser to Consort)

Ben Atwell

Simon Conway

 

Tel: +44 20 3727 1000

Clifford Chance LLP and Setterwalls Advokatbyrå are acting as legal advisers to Recipharm AB and Recipharm. Allen & Overy LLP is acting as legal adviser to Consort.

Important notices relating to financial advisers

Lazard & Co., Limited and Lazard AB (Lazard & Co., Limited is authorised by and regulated by the FCA in the United Kingdom), is acting exclusively as financial adviser to Recipharm and no one else in connection with the Proposed Acquisition and other matters set out in this announcement and will not be responsible to anyone other than Recipharm for providing the protections afforded to clients of Lazard nor for providing advice in relation to the Proposed 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 the Proposed Acquisition and other matters set out in this announcement, any statement contained herein or otherwise.

Peel Hunt, which is authorised by and regulated by the FCA in the United Kingdom, is acting exclusively as financial adviser to Recipharm and no one else in connection with the Proposed Acquisition and other matters set out in this announcement and will not be responsible to anyone other than Recipharm for providing the protections afforded to clients of Peel Hunt nor for providing advice in relation to the Proposed Acquisition, the content of this announcement or any other matter referred to herein. Neither Peel Hunt 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 Peel Hunt in connection with the Proposed Acquisition and other matters set out in this announcement, any statement contained herein or otherwise.

Evercore which is authorised and regulated by the FCA in the UK is acting exclusively as financial adviser to Consort and no one else in relation to the Proposed Acquisition and other matters set out in this announcement and will not be responsible to anyone other than Consort for providing the protections afforded to the clients of Evercore, or for providing advice in relation to the Proposed Acquisition, the contents of this announcement or any other matter referred to herein. Neither Evercore 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 Evercore in connection with the Proposed Acquisition and other matters set out in this announcement, any statement contained herein or otherwise.

Apart from the responsibilities and liabilities, if any, which may be imposed on Evercore by FSMA, or the regulatory regime established thereunder, or under the regulatory regime of any jurisdiction where exclusion of liability under the relevant regulatory regime would be illegal, void or unenforceable, neither Evercore nor any of its affiliates accepts any responsibility or liability whatsoever for the contents of this announcement, and no representation, express or implied, is made by it, or purported to be made on its behalf, in relation to the contents of this announcement, including its accuracy, completeness or verification of any other statement made or purported to be made by it, or on its behalf, in connection with Consort or the matters described in this document. To the fullest extent permitted by applicable law, Evercore and its affiliates accordingly disclaim all and any responsibility or liability whether arising in tort, in delict, contract or otherwise (save as referred to above) which they might otherwise have in respect of this Announcement or any statement contained herein.

Investec which is authorised in the United Kingdom by the Prudential Regulation Authority and regulated by the FCA and the Prudential Regulation Authority, is acting exclusively for Consort and for no one else in relation to the Offer and any other arrangements referred to in this announcement. Investec will not regard any other person (whether or not a recipient of this announcement) as its client in relation to the Offer and the other arrangements referred to in this announcement, and will not be responsible to anyone other than the Consort for providing the protections afforded to its clients or for providing any advice in relation to the Offer, or the contents of this announcement.

Apart from the responsibilities and liabilities, if any, which may be imposed on Investec by FSMA or the regulatory regime established thereunder, Investec does not make any representation express or implied in relation to, nor accepts any responsibility whatsoever for, the contents of this announcement, or any other statement made or purported to be made by it or on its behalf in connection with Consort or the Offer. Investec (and its affiliates) accordingly, to the fullest extent permissible by law, disclaims all and any responsibility or liability (save for any statutory liability) whether arising in tort, contract or otherwise which it might have in respect of the contents of this announcement, or any other statement made or purported to be made by it or on its behalf in connection with Consort or the Offer.

This announcement is for information purposes only and is not intended to, and does not, constitute or form any part of any offer, invitation or solicitation of an offer to purchase, otherwise acquire, subscribe for, exchange, sell or otherwise dispose of, any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Proposed Acquisition or otherwise. The Offer will be made solely through the Offer Document (or, if the Proposed Acquisition is implemented by way of a scheme of arrangement, the scheme document), which will contain the full terms and conditions of the Proposed Acquisition, including details of how to accept the Offer. Any acceptance or other response to the Offer should be made only on the basis of the information in the Offer Document (or, if the Proposed Acquisition is implemented by way of a scheme of arrangement, the scheme document). Consort Shareholders are advised to read the formal documentation in relation to the Proposed Acquisition.

This announcement does not constitute a prospectus or a prospectus equivalent document.

Overseas Shareholders

This announcement has been prepared in accordance with English law, the Takeover Code, the Market Abuse Regulation and the Disclosure Guidance and Transparency Rules and information disclosed may not be the same as that which would have been prepared in accordance with the laws of jurisdictions outside England.

The Proposed Acquisition will be subject to the applicable rules and regulations of the FCA, the London Stock Exchange and the Takeover Code.

The release, publication or distribution of this announcement in jurisdictions other than the United Kingdom and the availability of the Offer to Consort Shareholders who are not resident in the United Kingdom may be affected by the laws of relevant jurisdictions. Therefore any persons who are subject to the laws of any jurisdiction other than the United Kingdom or Consort Shareholders who are not resident in the United Kingdom will need to inform themselves about, and observe, any applicable legal or regulatory requirements. Any failure to comply with such requirements may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in the Proposed Acquisition disclaim any responsibility or liability for the violation of such restrictions by any person.

Unless otherwise determined by Consort or required by the Takeover Code and permitted by applicable law and regulation, the Proposed Acquisition is not being, and will not be, made available, directly or indirectly, in or into or by the use of the mails of, or by any other means or instrumentality (including, without limitation, by mail, telephonically or electronically by way of internet, facsimile, telex or otherwise) of interstate or foreign commerce of, or any facilities of a national state or other securities exchange of any Restricted Jurisdiction, and the Offer will not be capable of acceptance by any such use, means, instrumentality or otherwise or from within any Restricted Jurisdiction.

Accordingly, unless otherwise determined by Recipharm or required by the Takeover Code and permitted by applicable law and regulation, copies of this announcement and formal documents relating to the Proposed Acquisition will not be, and must not be, directly or indirectly, mailed, transmitted or otherwise forwarded, distributed or sent in, into or from any Restricted Jurisdiction and persons receiving this announcement (including, without limitation, agents, custodians, nominees and trustees) must not, directly or indirectly, mail or otherwise forward, distribute or send it in, into or from such jurisdiction. Any person (including, without limitation, any agent, custodian, nominee and trustee) who would, or otherwise intends to, or who may have a contractual or legal obligation to, forward this announcement and/or the Offer Document and/or any other related document to any jurisdiction outside the United Kingdom should inform themselves of, and observe, any applicable legal or regulatory requirements of their jurisdiction.

Further details in relation to Overseas Shareholders will be contained in the Offer Document.

Notice to US investors in Consort

The Proposed Acquisition relates to shares of a UK company and is being effected by means of a contractual takeover offer under the Takeover Code and under the laws of England and Wales. The Offer will be made in the United States pursuant to all applicable laws and regulations, including, to the extent applicable, Section 14(e) and Regulation 14E under the US Exchange Act and otherwise in accordance with the requirements of the Takeover Code. Accordingly, the Proposed Acquisition will be subject to disclosure and other procedural requirements, including with respect to withdrawal rights, offer timetable, settlement procedures and timing of payments that are different from those applicable under US domestic tender offer procedures and law. The Offer is being made in the United States by Recipharm and no one else.

Furthermore, the payment and settlement procedure with respect to the Offer will comply with the relevant United Kingdom rules, which differ from US payment and settlement procedures, particularly with regard to the date of payment of consideration.

In accordance with, and to the extent permitted by, the Takeover Code and normal UK market practice, Lazard & Co., Limited, Peel Hunt LLP and their respective affiliates may continue to act as exempt principal traders or exempt market makers in Consort Shares on the London Stock Exchange and will engage in certain other purchasing activities consistent with their respective normal and usual practice and applicable law, as permitted by Rule 14e-5(b)(9) under the US Exchange Act. In addition, in compliance with the Takeover Code and to the extent permitted under Rule 14e-5(b) under the US Exchange Act, Recipharm, certain affiliated companies or their respective nominees, or brokers (acting as agents) may from time to time make certain purchases of, or arrangements to purchase, Consort securities other than pursuant to any such Offer, either in the open market at prevailing prices or through privately negotiated purchases at negotiated prices outside the United States before or during the period in which the Offer remains open for acceptance (or, if the Offer is implemented by way of a scheme, until the date on which the scheme becomes effective, lapses or is otherwise withdrawn). To the extent required by Rule 14e 5(b)(12), such purchases, or arrangements to purchase, must comply with English law, the Takeover Code and the Listing Rules. Any information about such purchases will be disclosed to the Takeover Panel and, to the extent that such information is required to be publicly disclosed in the United Kingdom in accordance with applicable regulatory requirements, will be made available to all investors (including US investors) via the Regulatory Information Service on the London Stock Exchanges website, www.londonstockexchange.com.

Financial information included in this announcement and the Offer Document has been or will be prepared in accordance with accounting standards applicable in the United Kingdom and 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.

Neither the United States Securities and Exchange Commission nor any United States state securities commission has approved or disapproved of the Proposed Acquisition, or passed comment upon the adequacy or completeness of this announcement or the Offer Document. Any representation to the contrary is a criminal offence in the United States.

The receipt of cash pursuant to the Proposed Acquisition by a US holder as consideration for the transfer of its Consort Shares pursuant to the Proposed Acquisition will likely be a taxable transaction for United States federal income tax purposes and under applicable United States state and local, as well as foreign and other, tax laws. Each Consort Shareholder is urged to consult his or her independent professional adviser immediately regarding the tax consequences of the Proposed Acquisition applicable to him or her.

It may be difficult for US holders of Consort securities to enforce their rights and any claim arising out of the US federal securities laws, since Recipharm and Consort are located outside of the United States, and some or all of their officers and directors may be resident outside of the United States. US holders of Consort securities may not be able to sue a foreign company or its officers or directors in a foreign court for violations of the US securities laws. Further, it may be difficult to compel a foreign company and its affiliates to subject themselves to a US court's judgment. There is substantial doubt as to the enforceability in the United Kingdom of original actions, or of actions for enforcement of judgments of US courts, based on civil liability provisions of US federal securities laws and judgment of a US court.

No offer to acquire securities or to exchange securities for other securities has been made, or will be made, directly or indirectly, in or into, or by the use of the mails of, or by any means or instrumentality of interstate or foreign commerce or any facilities of a national securities exchange of, the United States or any other country in which such offer may not be made other than: (i) in accordance with the tender offer requirements under the Exchange Act, or the securities laws of such other country, as the case may be; or (ii) pursuant to an available exemption from such requirements.

Forward looking statements

This announcement (including information incorporated by reference in this announcement), oral statements made regarding the Proposed Acquisition, and other information published by Recipharm and Consort contain statements which are, or may be deemed to be, "forward-looking statements". Forward-looking statements are prospective in nature and are not based on historical facts, but rather on current expectations and projections of the management of Recipharm and Consort about future events, and are therefore subject to risks and uncertainties which could cause actual results to differ materially from the future results expressed or implied by the forward-looking statements.

The forward-looking statements contained in this announcement include statements relating to the expected effects of the Proposed Acquisition on Recipharm and Consort (including their future prospects, developments and business strategies), the expected timing and scope of the Proposed Acquisition and other statements other than historical facts. Often, but not always, forward-looking statements can be identified by the use of forward-looking words such as "plans", "expects" or "does not expect", "is expected", "is subject to", "budget", "projects", "strategy", "scheduled", "estimates", "forecasts", "intends", "anticipates" or "does not anticipate", or "believes", or variations of such words and phrases or statements that certain actions, events or results "may", "could", "should", "would", "might" or "will" be taken, occur or be achieved. Forward-looking statements may 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 Recipharm's or Consort's operations and potential synergies resulting from the Proposed Acquisition; and (iii) the effects of global economic conditions and governmental regulation on Recipharm's or Consort's business. Although Recipharm and Consort believe that the expectations reflected in such forward-looking statements are reasonable, Recipharm and Consort 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 ability to complete the Proposed Acquisition; the ability to obtain requisite regulatory and shareholder approvals and the satisfaction of other Conditions on the proposed terms and schedule; future market conditions; changes in general economic and business conditions; the behaviour of other market participants; the anticipated benefits from the proposed Proposed Acquisition not being realised as a result of changes in general economic and market conditions in the countries in which Recipharm and Consort operate; weak, volatile or illiquid capital and/or credit markets; changes in tax rates; interest rate and currency value fluctuations; the degree of competition in the geographic and business areas in which Recipharm and Consort operate; and changes in laws or in supervisory expectations or requirements. Other unknown or unpredictable factors could cause actual results to differ materially from those in the forward-looking statements. Such forward-looking statements should therefore be construed in the light of such factors. Neither Recipharm nor Consort, 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. You are cautioned not to place any reliance on these forward-looking statements. Other than in accordance with their legal or regulatory obligations, neither Recipharm nor Consort is under any obligation, and Recipharm and Consort expressly disclaim any intention or obligation, to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

Disclosure requirements of the Takeover Code

Under Rule 8.3(a) of the Takeover 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 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) applies must be made by no later than 3.30 pm on the 10th Business Day following the commencement of the Offer Period and, if appropriate, by no later than 3.30 pm 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 Takeover 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 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. 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.

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 Takeover 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 a website

This announcement and the documents required to be published pursuant to Rule 26 of the Takeover Code will be available, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on Recipharm's website at www.recipharm.com/investor-relations and on Consort's website at www.consortmedical.com/investor-centre/ promptly and in any event by no later than 12 noon on the Business Day following this announcement. The content of the websites referred to in this announcement is not incorporated into and does not form part of this announcement.

No profit forecasts, estimates or quantified benefits statements

Nothing in this announcement is intended, or is to be construed, as a profit forecast, profit estimate or quantified benefits statement for any period and no statement in this announcement should be interpreted to mean that earnings or earnings per share for Consort for the current or future financial years would necessarily match or exceed the historical published earnings or earnings per share for Consort.

Electronic communications

Please be aware that addresses, electronic addresses and certain other information provided by Consort Shareholders, persons with information rights and other relevant persons for the receipt of communications from Consort may be provided to Recipharm during the Offer Period as required under Section 4 of Appendix 4 of the Takeover Code to comply with Rule 2.11(c).

Rounding

Certain figures included in this announcement have been subjected to rounding adjustments. Accordingly, figures shown for the same category presented in different tables may vary slightly and figures shown as totals in certain tables may not be an arithmetic aggregation of figures that precede them.

Rule 2.9 of the Takeover Code

For the purposes of Rule 2.9 of the Takeover Code, Consort confirms that, as at the Last Practicable Date, it had in issue 49,364,234 ordinary shares of 10 pence each. The ISIN for the Consort Shares is GB0000946276.


 

 

Appendix 1
CONDITIONS AND FURTHER TERMS OF THE PROPOSED ACQUISITION

The Proposed Acquisition will comply with the Takeover Code, will be governed by English law and will be subject to the exclusive jurisdiction of the English courts. In addition it will be subject to the terms and conditions set out in the Offer Document and related Form of Acceptance.

1.                     Conditions of the Proposed Acquisition

The Proposed Acquisition will be subject to the following conditions:

Acceptance Condition

(a)        valid acceptances of the Offer being received (and not, where permitted, withdrawn) by no later than 1.00 p.m. on the first closing date of the Offer (or such later time(s) and/or date(s) as Recipharm may, in accordance with the Takeover Code or with the consent of the Takeover Panel, decide) in respect of not less than 90 per cent. (or such lesser percentage as Recipharm may decide) of the Consort Shares to which the Offer relates and of the voting rights attached to those shares, provided that this condition will not be satisfied unless Recipharm and/or any member of the Recipharm Group shall have acquired or agreed to acquire (whether pursuant to the Offer or otherwise), directly or indirectly, Consort Shares carrying in aggregate more than 50 per cent. of the voting rights then normally exercisable at a general meeting of Consort, including for this purpose (except to the extent otherwise agreed by the Takeover Panel) any such voting rights attaching to Consort 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.

For the purposes of this condition:

(i)         Consort Shares which have been unconditionally allotted but not issued shall be deemed to carry the voting rights they will carry upon being entered into the register of members of Consort;

(ii)        the expression "Consort Shares to which the Offer relates" shall be construed in accordance with Chapter 3 of Part 28 of the Companies Act; and

(iii)       Consort Shares that cease to be held in treasury are Consort Shares to which the Offer relates;

Antitrust

(b)        the prohibition on closing contained in s.41(1) sentence 1 ARC being lifted as a result of the German Federal Cartel Office:

(i)         having notified in writing the parties notifying the Proposed Acquisition that it will not prohibit the Proposed Acquisition (either unconditionally or subject to the fulfilment of certain conditions, limitations or obligations (Auflagen oder Bedingungen)); or

(ii)        having failed to inform the parties notifying the Proposed Acquisition within one month of receipt of a complete notification (s.40(1) sentence 1 ARC) that it has initiated an in depth investigation of the Proposed Acquisition under s.40(2) ARC; or

(iii)       having failed to issue an order pursuant to s.40(2) sentence 1 ARC within the time periods required pursuant to s.40(2) ARC;

(c)        the occurrence of either of the following events:

(i)         the CCPC having informed Recipharm in writing under s.21(2)(a), s.22(3)(a) or s.22(3)(c) of the Irish Competition Act that the Proposed Acquisition and all matters arising therefrom may be put into effect; or

(ii)        the period specified in s.21(2) or s.22(4)(a) of the Irish Competition Act having lapsed without the CCPC having informed Recipharm of the determination (if any) it has made under the said section;

Other Third Party clearances

(d)       other than in respect of Conditions 1(b) or (c) or the German Federal Cartel Office or the CCPC, no central bank, government or governmental, quasi‑governmental, supranational, statutory, regulatory, environmental, administrative, fiscal or investigative body, court, trade agency, association, institution, environmental body, employee representative body or any other body or person whatsoever in any jurisdiction (each a "Third Party") having given notice of a decision to take, institute, implement or threaten any action, proceeding, suit, investigation, enquiry or reference (and, in each case, not having expressly withdrawn the same), or having required any action to be taken or otherwise having done anything or having enacted, made or proposed any statute, regulation, decision, order or change to published practice and there not continuing to be outstanding any statute, regulation, decision or order which would or might reasonably be expected to:

(i)         make the Proposed Acquisition, its implementation or the acquisition or proposed acquisition of any shares or other securities in, or control or management of, any member of the Wider Consort Group by any member of the Wider Recipharm Group void, illegal and/or unenforceable under the laws of any relevant jurisdiction, or otherwise directly or indirectly prevent, prohibit, or materially restrain, restrict, impede, challenge, delay or otherwise interfere with the implementation of, or impose additional material conditions or obligations with respect to, the Proposed Acquisition or the acquisition of any shares or other securities in, or control or management of, any member of the Wider Consort Group by any member of the Wider Recipharm Group or require amendment of the Proposed Acquisition;

(ii)        require, prevent or materially delay the divestiture or materially alter the terms envisaged for such divestiture by any member of the Wider Recipharm Group or by any member of the Wider Consort Group of all or any part of their businesses, assets or property or impose any limitation on the ability of all or any of them to conduct their businesses (or any part thereof) or to own, control or manage any of their assets or properties (or any part thereof) to an extent which is material in the context of the Wider Consort Group taken as a whole;

(iii)       impose any material limitation on, or result in a material delay in, the ability of any member of the Wider Recipharm Group directly or indirectly to acquire or hold or to exercise effectively all or any rights of ownership in respect of shares or other securities in Consort (or any member of the Wider Consort Group) or on the ability of any member of the Wider Consort Group or any member of the Wider Recipharm Group directly or indirectly to hold or exercise effectively any rights of ownership in respect of shares or other securities (or the equivalent) in, or to exercise management control over, any member of the Wider Consort Group;

(iv)       other than pursuant to the implementation of the Proposed Acquisition, require any member of the Wider Recipharm Group or the Wider Consort Group to acquire or offer to acquire any shares, other securities (or the equivalent) or interest in any member of the Wider Consort Group or any asset owned by any third party;

(v)        require, prevent or materially delay a divestiture by any member of the Wider Recipharm Group of any shares or other securities (or the equivalent) in any member of the Wider Consort Group;

(vi)       result in any member of the Wider Consort Group ceasing to be able to carry on business under any name under which it presently carries on business to an extent which is material in the context of the Wider Consort Group taken as a whole;

(vii)      impose any limitation on the ability of any member of the Wider Recipharm Group or any member of the Wider Consort Group to conduct, integrate or co‑ordinate all or any part of their respective businesses with all or any part of the business of any other member of the Wider Recipharm Group and/or the Wider Consort Group in a manner which is materially adverse to the Wider Recipharm Group and/or the Wider Consort Group, in either case, taken as a whole; or

(viii)     except as Disclosed, otherwise affect the business, assets, value, profits, prospects or operational performance of any member of the Wider Consort Group or any member of the Wider Recipharm Group in each case in a manner which is adverse to and material in the context of the Wider Consort Group taken as a whole or in the Wider Recipharm Group;

and all applicable waiting and other time periods (including any extensions thereof) during which any such Third Party could decide to take, institute, implement or threaten any such action, proceeding, suit, investigation, enquiry or reference or take any other step under the laws of any jurisdiction in respect of the Proposed Acquisition or proposed acquisition of any Consort Shares or otherwise intervene having expired, lapsed, or been terminated;

(e)        no undertakings or assurances being sought from Recipharm, any member of the Wider Recipharm Group or any member of the Wider Consort Group by the secretary of state or any other third party, except on terms satisfactory to Recipharm and Recipharm AB;

(f)        except pursuant to Conditions 1(b) or 1(c) above, all material notifications, filings or applications which are deemed by Recipharm (acting reasonably) to be necessary or appropriate having been made in connection with the Proposed Acquisition and all necessary waiting and other time periods (including any extensions thereof) under any applicable legislation or regulation of any jurisdiction having expired, lapsed or been terminated (as appropriate) and all material statutory and regulatory obligations in any jurisdiction having been complied with and all Authorisations which are deemed by Recipharm to be necessary or appropriate in any jurisdiction for or in respect of the Proposed Acquisition or the proposed acquisition of any shares or other securities in, or control of, Consort by any member of the Wider Recipharm Group having been obtained in terms and in a form reasonably satisfactory to Recipharm and Recipharm AB from all appropriate Third Parties or (without prejudice to the generality of the foregoing) from any person or bodies with whom any member of the Wider Consort Group or the Wider Recipharm Group has entered into contractual arrangements and all such Authorisations which are deemed by Recipharm to be necessary or appropriate to carry on the business of any member of the Wider Consort Group in any jurisdiction having been obtained in each case where the direct consequence of a failure to make such notification or filing or to wait for the expiry, lapse or termination of any such waiting or other time period or to comply with such obligation or obtain such Authorisation would be unlawful in any Relevant Jurisdiction or have a material adverse effect on the Wider Consort Group or the Wider Recipharm Group (in each case, taken as a whole) or the ability of Recipharm to implement the Proposed Acquisition and all such Authorisations remaining in full force and effect at the time at which the Offer becomes otherwise unconditional in all respects and there being no notice or intimation of an intention to revoke, suspend, restrict, modify or not to renew such Authorisations;

(g)        no temporary restraining order, preliminary or permanent injunction, preliminary or permanent enjoinment, or other order threatened or issued and being in effect by a court or other Third Party which has the effect of making the Proposed Acquisition or any acquisition or proposed acquisition of any shares or other securities or control or management of, any member of the Wider Consort Group by any member of the Wider Recipharm Group, or the implementation of either of them, void, voidable, illegal and/or unenforceable under the laws of any relevant jurisdiction, or otherwise directly or indirectly prohibiting, preventing, restraining, restricting, delaying or otherwise interfering with the consummation or the approval of the Proposed Acquisition or any matter arising from the proposed acquisition of any shares or other securities in, or control or management of, any member of the Wider Consort Group by any member of the Wider Recipharm Group;

Confirmation of absence of adverse circumstances

(h)        except as Disclosed, there being no provision of any arrangement, agreement, licence, permit, franchise, lease or other instrument to which any member of the Wider Consort Group is a party or by or to which any such member or any of its assets is or may be bound, entitled or be subject or any event or circumstance which, as a consequence of the Proposed Acquisition or the proposed acquisition by any member of the Wider Recipharm Group of any shares or other securities in Consort or because of a change in the control or management of any member of the Wider Consort Group or otherwise, would or might reasonably be expected to result in, in each case to an extent which is material in the context of the Wider Consort Group taken as a whole or the Wider Recipharm Group taken as a whole:

(i)         any monies borrowed by, or any other indebtedness, actual or contingent of, or any grant available to, any member of the Wider Consort Group being or becoming repayable, or capable of being declared repayable, immediately or prior to its or their stated maturity date or repayment date, or the ability of any such member to borrow monies or incur any indebtedness being withdrawn or inhibited or being capable of becoming or being withdrawn or inhibited;

(ii)        the rights, liabilities, obligations, interests or business of any member of the Wider Consort Group or any member of the Wider Recipharm Group under any such arrangement, agreement, licence, permit, lease or instrument or the interests or business of any member of the Wider Consort Group or any member of the Wider Recipharm Group in or with any other firm or company or body or person (or any agreement or arrangement relating to any such business or interests) being or likely to become terminated or adversely modified or affected or any onerous obligation or liability arising or any adverse action being taken thereunder;

(iii)       any member of the Wider Consort Group ceasing to be able to carry on business under any name under which it presently carries on business;

(iv)       any assets or interests of, or any asset the use of which is enjoyed by, any member of the Wider Consort Group being or falling to be disposed of or charged or any right arising under which any such asset or interest could be required to be disposed of or charged or could cease to be available to any member of the Wider Consort Group otherwise than in each case, in the ordinary course of business;

(v)        the creation (save in the ordinary and usual course of business) or enforcement of any mortgage, charge or other security interest over the whole or any part of the business, property or assets of any member of the Wider Consort Group or any such mortgage, charge or other security interest (whenever created, arising or having arisen), becoming enforceable;

(vi)       the business, assets, value, financial or trading position, profits, prospects or operational performance of any member of the Wider Consort Group being prejudiced or adversely affected;

(vii)      the creation or acceleration of any liability (actual or contingent) by any member of the Wider Consort Group other than trade creditors or other liabilities incurred in the ordinary course of business; or

(viii)     any liability of any member of the Wider Consort Group to make any severance, termination, bonus or other payment to any of its directors or other officers;

No material transactions, claims or changes in the conduct of the business of the Consort Group

(i)         except as Disclosed, no member of the Wider Consort Group having since 30 April 2019:

(i)         save as between Consort and its wholly-owned subsidiaries or between such wholly-owned subsidiaries and save for the issue or transfer out of treasury of Consort Shares on the exercise of options or vesting of awards granted in the ordinary course under the Consort Share Plans, issued or agreed to issue or authorised or proposed or announced its intention to authorise or propose the issue of additional shares of any class, or securities or securities convertible into, or exchangeable for, or rights, warrants or options to subscribe for or acquire, any such shares or convertible securities or transferred or sold or agreed to transfer or sell or authorised or proposed the transfer or sale of Consort Shares out of treasury;

(ii)        recommended, declared, paid or made or proposed to recommend, declare, pay or make any bonus issue, dividend or other distribution (whether payable in cash or otherwise) other than to Consort or one of its wholly-owned subsidiaries;

(iii)       save as between Consort and its wholly-owned subsidiaries or between such wholly-owned subsidiaries, merged with or demerged from or acquired any body corporate, partnership or business or acquired or disposed of, or, other than in the ordinary course of business, transferred, mortgaged or charged or created any security interest over, any material assets or any right, title or interest in any material asset (including shares and trade investments) or authorised, proposed or announced any intention to do so;

(iv)       save as between Consort and its wholly-owned subsidiaries or between such wholly-owned subsidiaries, made, authorised, proposed or announced an intention to propose any change in its loan capital in each case: (a) other than in connection with an ordinary course financing arrangement; and (b) to the extent which is material in the context of the Wider Consort Group taken as a whole;

(v)        issued, authorised or proposed or announced an intention to authorise or propose the issue of, or made any change in or to the terms of, any debentures or (save in the ordinary course of business and save as between Consort and its wholly-owned subsidiaries or between such wholly-owned subsidiaries) incurred or increased any indebtedness or become subject to any contingent liability to an extent which is material in the context of the Wider Consort Group taken as a whole;

(vi)      entered into, varied, authorised or proposed entry into or variation of, or announced its intention to enter into or vary, any contract, transaction, arrangement or commitment (whether in respect of capital expenditure or otherwise) (otherwise than in the ordinary course of business) which is of a long term, unusual or onerous nature, or which involves or could reasonably be expected to involve an obligation of a nature or magnitude which is, in any such case, material in the context of the Consort Group or in the context of the Proposed Acquisition, or which is or is reasonably likely to be restrictive on the business of any member of the Wider Consort Group to an extent which is or is likely to be material to the Wider Consort Group taken as a whole or in the context of the Proposed Acquisition;

(vii)     entered into any licence or other disposal of intellectual property rights of any member of the Wider Consort Group which are material in the context of the Wider Consort Group taken as a whole and outside the normal course of business;

(viii)     entered into, varied, authorised or proposed entry into or variation of, or announced its intention to enter into or vary the terms of or made any offer (which remains open for acceptance) to enter into or vary the terms of, any contract, commitment, arrangement or any service agreement with any director or senior executive of the Wider Consort Group save for salary increases, bonuses or variations of the terms in the ordinary course;

(ix)       proposed, agreed to provide or modified the terms of any Consort Share Plan or any other share option scheme, incentive scheme, or other benefit relating to the employment or termination of employment of any employee of the Wider Consort Group which, taken as a whole, are material in the context of the Wider Consort Group;

(x)        except in relation to changes required as a result of legislation or changes to legislation, procured the trustees of the relevant pension scheme, or any such trustees having taken any action since 30 April 2019, to (I) propose, make or agree to any significant change to: (a) the terms of the trust deeds, rules, policy or other governing documents constituting any pension scheme or other retirement or death benefit arrangement established for the directors, former directors, employees or former employees of any entity in the Wider Consort Group or their dependants (a "Relevant Pension Plan"); (b) the basis on which benefits accrue, pensions which are payable or the persons entitled to accrue or be paid benefits, under any Relevant Pension Plan; (c) the basis on which the liabilities of any Relevant Pension Plan are funded or valued; (d) the manner in which the assets of any Relevant Pension Plan are invested; (e) the basis or rate of employer contribution to a Relevant Pension Plan; or (II) enter into or propose to enter into one or more bulk annuity contracts in relation to any Relevant Pension Plan; or (III) carry out any act: (a) which would or could reasonably be expected to lead to the commencement of the winding-up of any Relevant Pension Plan; (b) which would or might create a material debt owed by an employer to any Relevant Pension Plan; (c) which would or might accelerate any obligation on any employer to fund or pay additional contributions to any Relevant Pension Plan; or (d) which would or might give rise directly or indirectly to a liability in respect of a Relevant Pension Plan arising out of the operation of sections 38 to 56 inclusive of the Pensions Act 2004 in relation to the scheme;

(xi)       changed the trustee or trustee directors or other fiduciary of any Relevant Pension Plan;

(xii)      entered into, implemented or effected, or authorised, proposed or announced its intention to implement or effect, any joint venture, asset or profit sharing arrangement, partnership, composition, assignment, reconstruction, amalgamation, commitment, scheme or other transaction or arrangement (other than the Proposed Acquisition) otherwise than in the ordinary course of business, which is material in the context of the Wider Consort Group taken as a whole or in the context of the Proposed Acquisition;

(xiii)     purchased, redeemed or repaid or announced any proposal to purchase, redeem or repay any of its own shares or other securities or reduced or, save in respect of the matters mentioned in sub‑paragraph (i) above, made any other change to any part of its share capital to an extent which (other than in the case of Consort) is material in the context of the Wider Consort Group taken as a whole;

(xiv)     waived, compromised or settled any claim otherwise than in the ordinary course of business which is material in the context of the Wider Consort Group taken as a whole or in the context of the Proposed Acquisition;

(xv)      made any material alteration to its articles of association or other constitutional documents;

(xvi)     (other than in respect of a member which is dormant and was solvent at the relevant time) taken or proposed any steps, corporate action or had any legal proceedings instituted or threatened against it in relation to the suspension of payments, a moratorium of any indebtedness, its winding‑up (voluntary or otherwise), dissolution, reorganisation or for the appointment of any administrator, receiver, manager, administrative receiver, trustee or similar officer of all or any of its assets or revenues or any analogous proceedings in any jurisdiction or appointed any analogous person in any jurisdiction or had any such person appointed;

(xvii)    been unable, or admitted in writing that it is unable, to pay its debts or commenced negotiations with one or more of its creditors with a view to rescheduling or restructuring any of its indebtedness, 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;

(xviii)   entered into any contract, commitment, agreement or arrangement otherwise than in the ordinary course of business or passed any resolution or made any offer (which remains open for acceptance) with respect to or announced an intention to, or to propose to, effect any of the transactions, matters or events referred to in this condition;

(xix)     terminated or varied the terms of any agreement or arrangement between any member of the Wider Consort Group and any other person in a manner which would or might be expected to have a material adverse effect on the financial position of the Wider Consort Group taken as a whole; or

(xx)      having taken (or agreed or proposed to take) any action which requires, or would require, the consent of the Takeover Panel or the approval of Consort Shareholders in a general meeting in accordance with, or as contemplated by, Rule 21.1 of the Takeover Code;

No material adverse change

(j)         since 30 April 2019, and except as Disclosed:

(i)         there having been no adverse change and no circumstance having arisen which would be expected to result in any adverse change or deterioration in the business, assets, value, financial or trading position, profits, prospects or operational performance of any member of the Wider Consort Group to an extent which is material to the Wider Consort Group taken as a whole or in the context of the Proposed Acquisition;

(ii)        no litigation, arbitration proceedings, prosecution or other legal proceedings including, without limitation, with regard to intellectual property rights used by the Wider Consort Group having been threatened, announced or instituted by or against or remaining outstanding against any member of the Wider Consort Group or to which any member of the Wider Consort Group is or may become a party (whether as claimant or defendant or otherwise) and no enquiry, review, investigation or enforcement proceedings by, or complaint or reference to, any Third Party against or in respect of any member of the Wider Consort Group having been threatened, announced or instituted by or against, or remaining outstanding in respect of, any member of the Wider Consort Group which, in any such case, might reasonably be expected to have a material adverse effect on the Wider Consort Group taken as a whole or in the context of the Proposed Acquisition;

(iii)       no contingent or other liability having arisen, increased or become apparent which might be likely adversely to affect the business, assets, financial or trading position, profits, prospects or operational performance of any member of the Wider Consort Group to an extent which is material to the Wider Consort Group taken as a whole or in the context of the Proposed Acquisition; and

(iv)       no steps having been taken and no omissions having been made which are likely to result in the withdrawal, cancellation, termination or modification of any licence held by any member of the Wider Consort Group, which is necessary for the proper carrying on of its business and the withdrawal, cancellation, termination or modification of which is likely to have a material adverse effect on the Wider Consort Group taken as a whole or in the context of the Proposed Acquisition;

(k)        since 30 April 2019, and except as Disclosed, Recipharm not having discovered:

(i)         that any financial, business or other information concerning the Wider Consort Group publicly announced prior to the date of this announcement or disclosed to any member of the Wider Recipharm Group prior to the date of this announcement by or on behalf of any member of the Wider Consort Group or to any of their advisers is misleading, contains a misrepresentation of fact or omits to state a fact necessary to make that information not misleading to an extent which in any case is material in the context of the Wider Consort Group taken as a whole;

(ii)        that any member of the Wider Consort Group is subject to any liability, contingent or otherwise which is material in the context of the Wider Consort Group taken as a whole; or

(iii)       any information which affects the import of any information disclosed to Recipharm at any time by or on behalf of any member of the Wider Consort Group to an extent which is material in the context of the Wider Consort Group taken as a whole;

Environmental and other issues

Environmental liabilities

(l)         since 30 April 2019, and except as Disclosed, Recipharm not having discovered:

(i)         any past or present member of the Wider Consort Group has not complied in any material respect with all applicable legislation or regulations, notices or other requirements of any jurisdiction or any Third Party or any Authorisations relating to the use, treatment, storage, carriage, disposal, discharge, spillage, release, leak or emission of any waste or hazardous substance or greenhouse gas, or any substance likely to impair the environment (including property) or harm the health of humans, animals or other living organisms or eco‑systems or otherwise relating to environmental matters or the health and safety of humans, which non‑compliance would be likely to give rise to any material liability including any penalty for non‑compliance (whether actual or contingent) on the part of any member of the Wider Consort Group, in each case to an extent which is material in the context of the Wider Consort Group taken as a whole; or

(ii)        there has been a disposal, discharge, spillage, accumulation, leak, emission, release or the migration, production, supply, treatment, storage, transport or use of any waste or hazardous substance or greenhouse gas or any substance likely to impair the environment (including any property) or harm human health which (whether or not giving rise to non‑compliance with any law or regulation) would be likely to give rise to any material liability (whether actual or contingent) on the part of any member of the Wider Consort Group; or

(iii)       there is or is likely to be any obligation or liability (whether actual or contingent) or requirement to make good, remediate, repair, re‑instate or clean up any property, asset currently or previously owned, occupied or made use of by any past or present member of the Wider Consort Group (or on its behalf), or in which any such member may have or previously have had or be deemed to have had an interest, or other elements of the environment (including any controlled waters) under any environmental legislation, common law, regulation, notice, circular, Authorisation, other legally binding requirement or order of any Third Party or to contribute to the cost thereof or associated therewith or indemnify any person in relation thereto in any such case to an extent which is material in the context of the Consort Group; or

(iv)       circumstances exist (whether as a result of the Proposed Acquisition or otherwise):

(I)        which would be likely to lead to any Third Party instituting; or

(II)       whereby any member of the Wider Recipharm Group or any present or past member of the Wider Consort Group would be likely to be required to institute,

an environmental audit or take any other steps which would in any such case be likely to result in any liability (whether actual or contingent) to improve, modify existing or install new plant, machinery or equipment or carry out changes in the processes currently carried out or make good, remediate, repair, re‑instate or clean up any land or other asset currently or previously owned, occupied or made use of by any past or present member of the Wider Consort Group (or on its behalf) or by any person for which a member of the Wider Consort Group is or has been responsible, or in which any such member may have or previously have had or be deemed to have had an interest which is material in the context of the Wider Consort Group taken as a whole; or

(v)        circumstances exist whereby a person or class of persons would be likely to have any claim or claims in respect of any product or process of manufacture or materials used therein currently or previously manufactured, sold or carried out by any past or present member of the Wider Consort Group which claim or claims would be likely, materially and adversely, to affect the Wider Consort Group taken as a whole;

Intellectual Property

(m)       no circumstance having arisen or event having occurred in relation to any intellectual property owned or used by any member of the Wider Consort Group which would have a material adverse effect on the Wider Consort Group taken as a whole or is otherwise material in the context of the Proposed Acquisition, including:

(i)         any member of the Wider Consort Group losing its title to any intellectual property which is material to its business, or any intellectual property owned by the Wider Consort Group which is material to its business being revoked, cancelled or declared invalid;

(ii)        any claim being asserted in writing or threatened in writing by any person challenging the ownership of any member of the Wider Consort Group to, or the validity or effectiveness of, any of its intellectual property; or

(iii)       any agreement regarding the use of any intellectual property licensed to or by any member of the Wider Consort Group being terminated or varied;

Anti‑corruption and sanctions

(n)        since 30 April 2019, and except as Disclosed, Recipharm not having discovered that:

(i)         any past or present member of the Wider Consort Group or any person that performs or has performed services for or on behalf of any such company is or has at any time engaged in any activity, practice or conduct (or omitted to take any action) in contravention of the UK Bribery Act 2010, the US Foreign Corrupt Practices Act of 1977, as amended or any other applicable anti‑corruption legislation;

(ii)        any member of the Wider Consort Group is ineligible to be awarded any contract or business under section 23 of the Public Contracts Regulations 2006 or section 26 of the Utilities Contracts Regulations 2006 (each as amended);

(iii)       any past or present member of the Wider Consort Group has engaged in any activity or business with, or made any investments in, or made any payments to any government, entity or individual covered by any of the economic sanctions administered by the United Nations or the European Union (or any of their respective member states) or the United States Office of Foreign Assets Control or any other governmental or supranational body or authority in any jurisdiction;

No criminal property

(o)        since 30 April 2019, and except as Disclosed, Recipharm not having discovered that any asset of any member of the Wider Consort Group constitutes criminal property as defined by section 340(3) of the Proceeds of Crime Act 2002 (but disregarding paragraph (b) of that definition).

2.         Waiver of Conditions

Subject to the requirements of the Takeover Panel, Recipharm reserves the right in its sole discretion to waive (if capable of waiver) in whole or in part Conditions 1(b) to (o).

Conditions 1(b) to (o) inclusive must be satisfied as at, or (if capable of waiver) waived on or before, midnight on the 21st calendar day 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, in each case, such later date as the Takeover Panel may agree), failing which the Offer will lapse. Recipharm shall be under no obligation to waive (if capable of waiver) or determine to be, or treat as, satisfied, any of Conditions 1(b) to (o) inclusive by a date earlier than the latest date specified above for the satisfaction thereof notwithstanding that the other Conditions may at such earlier date have been waived or satisfied and that there are, at such earlier date, no circumstances indicating that any of such conditions may not be capable of satisfaction. In any event, all of the Conditions to the Offer must be satisfied as at, or (if capable of waiver) waived on or before, midnight on the 81st day following the date on which the Offer Document is published or such other date as may be agreed with the Takeover Panel.

If Recipharm is required by the Takeover Panel to make an offer for Consort Shares under the provisions of Rule 9 of the Takeover Code, Recipharm may make such alterations to the terms and conditions of the Offer as are necessary to comply with the provisions of that Rule.

3.         Further terms of the Proposed Acquisition

The Offer will lapse if the Offer or any matter arising from or relating to the Offer becomes subject to a Phase 2 CMA Reference before the later of 1.00 p.m. 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 so lapses, the Offer will cease to be capable of further acceptance and persons accepting the Offer and Recipharm will cease to be bound by Forms of Acceptance submitted on or before the time when the Offer lapses.

 

 

 

 


 

Recipharm reserves the right to elect, with the consent of the Takeover Panel (where necessary) and subject to the terms of the Co-operation Agreement, to implement the acquisition of Consort by way of a court‑approved scheme of arrangement in accordance with Part 26 of the Companies Act. In such event, the Proposed Acquisition will be implemented on substantially the same terms, subject to appropriate amendments, as those which would apply to the Offer.

 

The Proposed Acquisition will be governed by English law and be subject to the jurisdiction of the English courts and to the Conditions and terms set out in this announcement and in due course in the formal Offer Document and the Form of Acceptance. The Proposed Acquisition will comply with the applicable rules and regulations of the FCA and the London Stock Exchange and the Takeover Code.

 

The Consort Shares will be acquired pursuant to the Proposed Acquisition fully paid and free from all liens, charges, equities, encumbrances, rights of pre‑emption and any other interests of any nature whatsoever and together with all rights now or hereafter attaching thereto, including without limitation voting rights and the right to receive and retain in full all dividends and other distributions (if any) announced, declared, made or paid or any other return of capital (whether by reduction of share capital or share premium account or otherwise) made on or after the date of this announcement.

If any dividend or other distribution is authorised, declared, made or paid in respect of the Consort Shares on or after the date of this announcement and prior to the Effective Date, Recipharm reserves the right to reduce the Offer consideration for each Consort Share by the amount of all or part of any such dividend or other distribution, in which case any reference in this announcement or in the Offer Document to the consideration payable under the terms of the Offer will be deemed to be a reference to the consideration as so reduced and Consort Shareholders will be entitled to receive and retain such dividend or other distribution.

 

If such reduction occurs, notwithstanding the terms on which the Consort Shares are expressed to be acquired pursuant to the Proposed Acquisition in this Appendix 1, the Consort Shares shall be acquired pursuant to the Proposed Acquisition together with all rights now or hereafter attaching hereto including without limitation voting rights and announced the right to receive and retain in full all dividends and other distributions (if any) declared, made or paid, or any other return of capital (whether by reduction of share capital premium account or otherwise) made, on or after the date of this announcement (other than such dividend or distribution).

 

To the extent that such a dividend or distribution has been declared, paid, made or is payable, and is or shall be: (i) transferred pursuant to the Proposed Acquisition on a basis which entitles Recipharm to receive the dividend or distribution and to retain it; or (ii) cancelled, the consideration payable shall not be subject to change in accordance with the preceding paragraph.

 

appendix 2
SOURCES AND BASES OF INFORMATION

1.         As at the Latest Practicable Date, there were 49,364,234 Consort Shares in issue.

2.         The fully diluted share capital of Consort (being 50,030,140 Consort Shares) is calculated using the treasury stock method on the basis of:

(a)        the number of Consort Shares in issue referred to in paragraph (1) above (including 265,601 Consort Shares in Consort's employee benefit trust as at the Last Practicable Date); and

(b)        881,404 Consort Shares which may be issued to satisfy the exercise of "in the money" options under the Consort Share Plans, as at the Last Practicable Date.

3.         Unless otherwise stated in this announcement:

(a)        financial information relating to Recipharm relating to the twelve months to 30 September 2019 is extracted from the interim financial report of Recipharm from January to September 2019, prepared in accordance with IFRS;

(b)        financial information relating to Consort is extracted from the audited consolidated financial statements of Consort for the year ended 30 April 2019, prepared in accordance with IFRS;

(c)        the financial data relating to synergies, cost savings and other financial benefits of the Proposed Acquisition are unaudited and are based on analysis by Recipharm's management and on Recipharm's and Consort's internal records;

(d)       where amounts are shown in both SEK and sterling in this document, an exchange rate of SEK 12.4359:£1 has been used; and

(e)        all prices for Consort Shares have been derived from the Daily Official List and represent Closing Prices on the relevant date(s).

4.         The one-month volume-weighted average price per Consort Share of 723 pence from 16 October until 15 November 2019 is derived from data provided by Bloomberg.

5.         An adjustment has been made by Recipharm to annual pro forma revenue and EBITDA of Consort to reflect the impact of the incident at the Cramlington facility. This adjustment is a £13m decrease in revenue, as per RBC Capital Markets estimate in a research note dated 11 September 2019, and an EBITDA decrease of £8m, the middle of the £7-9m range disclosed in the Consort AGM trading update on 11 September 2019.

6.         An adjustment has been made to pro forma revenue and EBITDA of the enlarged Recipharm Group to reflect the impact of the incident at the Cramlington facility. This adjustment is a £13m decrease in revenue, as per RBC Capital Markets estimate in a research note dated 11 September 2019, and an EBITDA decrease of £8m, the middle of the £7-9m range disclosed in the Consort AGM trading update on 11 September 2019.

 

appendix 3
DETAILS OF IRREVOCABLE UNDERTAKINGS

Directors

The following Consort Directors have given irrevocable undertakings to accept (or procure acceptances of) the Offer in respect of their own beneficial holdings (or those Consort Shares over which they have control) of Consort Shares:

Name

Total number of
Consort Shares

Percentage of existing issued share capital

Charlotta Ginman

948

0.002%

Dr Andrew Hosty

1,597

0.003%

Christopher Brinsmead CBE

6,000

0.012%

Dr William Jenkins

1,625

0.003%

Jonathan Glenn

56,624

0.115%

Paul Hayes

12,000

0.024%

Ian Nicholson

2,378

0.005%

 

 

 

 

 

appendix 4
DEFINITIONS

The following definitions apply throughout this document unless the context otherwise requires:

"ARC"

the German Act against Restraints of Competition

"Annual Report and Accounts of Consort"

the annual report and audited accounts of Consort for the year ended 30 April 2019

"associated undertaking"

shall be construed in accordance with paragraph 19 of Schedule 6 to The Large and Medium‑sized Companies and Groups (Accounts and Reports) Regulations 2008 (SI 2008/410) but for this purpose ignoring paragraph 19(1)(b) of Schedule 6 to those regulations)

"Authorisations"

authorisations, orders, grants, recognitions, confirmations, consents, licences, clearances, certificates, permissions or approvals

"Business Day(s)"

a day, not being a public holiday, Saturday or Sunday, on which clearing banks in London are open for normal business

"CCPC"

the Irish Competition and Consumer Protection Commission

"certificated" or "certificated form"

in relation to a share or other security, a share or other security title to which is recorded in the relevant register of the share or other security as being held in certificated form (that is, not in CREST)

"Closing Price"

the closing middle market price of a Consort Share as derived from the Daily Official List on any particular date

"CMA"

the UK Competition and Markets Authority (or any successor body or bodies carrying out the same functions in the United Kingdom from time to time)

"Companies Act"

the Companies Act 2006, as amended from time to time

"Condition(s)"

the conditions to the Proposed Acquisition, as set out in Part A of Appendix 1 to this announcement, and to be set out in the Offer Document

"Confidentiality Agreement"

the confidentiality agreement between Recipharm AB and Consort dated 25 October 2019s

"Co-operation Agreement"

the agreement dated 18 November 2019 between Recipharm AB, Recipharm and Consort relating to, among other things, the implementation of the Proposed Acquisition

"Consort"

Consort Medical PLC

"Consort Board"

the board of directors of Consort

"Consort Directors"

the directors of Consort

"Consort Group"

Consort and its subsidiary undertakings and where the context permits, each of them

"Consort Share(s)"

the existing unconditionally allotted or issued and fully paid ordinary shares of 10 pence each in the capital of Consort and any further shares which are unconditionally allotted or issued before the date on which the Offer closes (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 Recipharm may decide) but excluding in both cases any such shares held or which become held in treasury

"Consort Shareholder(s)"

holders of Consort Shares

"Consort Share Plans"

the DBP, International Sharesave, PSP, Sharesave and the SIP

"DBP"

the Consort Deferred Bonus Plan 2010

"Disclosed"

the information disclosed by or on behalf of Consort: (i) the Annual Report and Accounts of Consort; (ii) in this announcement; (iii) in any other announcement to a Regulatory Information Service prior to the date of this announcement; (iv) in filings made with, and made publicly available online by, the Registrar of Companies within the last two years; (v) on Consort's website at www.consortmedical.com/investor-centre/investor-information/results-presentations; or (vi) fairly disclosed in writing prior to the date of this announcement to Recipharm AB, Recipharm or their respective advisers (in their capacity as such) and in presentations given by the management of Consort on 25 October 2019, 7 November 2019 and 12 November 2019.

"Effective"

in the context of the Proposed Acquisition: (i) if the Proposed Acquisition is implemented by way of a takeover offer, the takeover offer having been declared or having become unconditional in all respects in accordance with the requirements of the Takeover Code; or (ii) if the Proposed Acquisition is implemented by way of a scheme of arrangement, the scheme of arrangement having become effective pursuant to its terms

"Effective Date"

the date on which the Proposed Acquisition becomes Effective

"Evercore"

Evercore Partners International LLP

"FCA"

Financial Conduct Authority or its successor from time to time

"FCA Handbook"

the FCA's Handbook of rules and guidance as amended from time to time

"FSMA"

the Financial Services and Markets Act 2000 (as amended from time to time)

"Form of Acceptance"

the form of acceptance and authority relating to the Offer which will accompany the Offer Document for use by Consort Shareholders with shares in certificated form in connection with the Offer;

"IFRS"

international accounting standards and international financial reporting standards and interpretations thereof, approved or published by the International Accounting Standards board and adopted by the European Union

"International Sharesave"

the International Sharesave Plan 2017

"Irish Competition Act"

the Irish Competition Act 2002 (as amended)

"Last Practicable Date"

15 November 2019, being the last Business Day prior to the date of this announcement

"Lazard"

Lazard & Co., Limited

"Listing Rules"

the listing rules, made by the FCA under Part 6 FSMA, as amended from time to time

"London Stock Exchange"

the London Stock Exchange plc or its successor

"member account ID"

the identification code or number attached to any member account in CREST

"Nasdaq Stockholm"

Nasdaq Stockholm AB

"Offer"

the recommended offer made by Recipharm on behalf of Recipharm AB
to acquire all the Consort Shares on the terms and subject to the conditions set out in the Offer Document and the Form of Acceptance including, where the context so requires, any subsequent revision, variation, extension or renewal of such offer and includes any election available in connection with it

"Offer Document"

the document containing and setting out the terms and conditions of the Proposed Acquisition

"Offer Period"

the offer period (as defined by the Takeover Code) relating to Consort, which commenced on the date of this announcement

"Overseas Shareholders"

Consort Shareholders (or nominees of, or custodians or trustees for Consort Shareholders) not resident in, or nationals or citizens of the United Kingdom;

"Phase 2 CMA Reference"

a reference of the Proposed Acquisition to the chair of the CMA for the constitution of a group under Schedule 4 to the Enterprise and Regulatory Reform Act 2013

"Proposed Acquisition"

the proposed acquisition by Recipharm of the entire issued and to be issued share capital of Consort not already owned by or on behalf of the Recipharm Group

"PSP"

the Consort Performance Share Plan 2015

"Recipharm"

Recipharm Holdings Limited, a wholly-owned subsidiary of Recipharm AB

"Recipharm Group"

Recipharm AB and its subsidiary undertakings and where the context permits, each of them

"Registrar of Companies"

the Registrar of Companies in England and Wales

"Regulatory Information Service"

a regulatory information service as defined in the FCA Handbook

"relevant securities"

Consort Shares, other Consort share capital and any securities convertible into or exchangeable for, and rights to subscribe for, any of the foregoing

"Restricted Jurisdiction"

any jurisdiction where local laws or regulations may result in a significant risk of civil, regulatory or criminal exposure if information concerning the Proposed Acquisition is sent or made available to Consort Shareholders in that jurisdiction

"subsidiary", "subsidiary undertaking" and "undertaking"

shall be construed in accordance with the Companies Act

"Sharesave"

the Consort Sharesave Plan 2017

"SIP"

the Consort Share Incentive Plan

"Takeover Code"

the City Code on Takeovers and Mergers issued by the Takeover Panel, as amended from time to time

"Takeover Panel"

the Panel on Takeovers and Mergers

"UK" or "United Kingdom"

United Kingdom of Great Britain and Northern Ireland

"Wider Consort Group"

Consort and associated undertakings and any other body corporate, partnership, joint venture or person in which the Consort and such undertakings (aggregating their interests) have an interest of more than 20 per cent. of the voting or equity capital or the equivalent

"Wider Recipharm Group"

Recipharm Group and associated undertakings and any other body corporate, partnership, joint venture or person in which Recipharm AB and such undertakings (aggregating their interests) have an interest of more than 20 per cent. of the voting or equity capital or the equivalent.

All times referred to are London time unless otherwise stated.

 

 

 

 


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
 
 
OFFLIFERLILTLIA
Data provided by FE fundinfo. Care has been taken to ensure that the information is correct, but FE fundinfo neither warrants, represents nor guarantees the contents of information, nor does it accept any responsibility for errors, inaccuracies, omissions or any inconsistencies herein. Past performance does not predict future performance, it should not be the main or sole reason for making an investment decision. The value of investments and any income from them can fall as well as rise.

You are currently using an old browser which will not be supported by Trustnet after 31/07/2016. To ensure you benefit from all features on the site, please update your browser.   Close