Alent PLC Statement re Scheme Becomes Efffective (5486H)

TIDMALNT

RNS Number : 5486H

Alent PLC

01 December 2015

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF THAT JURISDICTION

FOR IMMEDIATE RELEASE

Recommended Acquisition

of

Alent plc

(incorporated and registered in England and Wales with registered number 08197966)

by

MacDermid Performance Acquisitions Ltd

(incorporated and registered in England and Wales with registered number 09676745)

a wholly owned subsidiary of

Platform Specialty Products Corporation

(a Delaware corporation)

SCHEME BECOMES EFFECTIVE

On 13 July 2015, the Boards of Directors of Alent plc ("Alent") and Platform Speciality Products Corporation ("Platform") announced that they had reached agreement on the terms of a recommended offer for the entire issued and to be issued share capital of Alent by MacDermid Performance Acquisitions Ltd ("Bidco"), a wholly owned subsidiary of Platform, to be effected by means of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act 2006 (the "Scheme"). The scheme document in connection with the Scheme was sent by Alent to Scheme Shareholders on 17 August 2015 (the "Scheme Document").

Alent and Platform are pleased to announce that the Scheme has now become effective and the entire issued and to be issued share capital of Alent is owned by Bidco. This follows the Court's sanction of the Scheme at the Scheme Sanction Hearing held on 20 November 2015.

Scheme Shareholders on the register at the Scheme Record Time, being 6.00 p.m. (London time) on 23 November 2015, will receive 503 pence for each Scheme Share held or, to the extent that a valid Partial Share Alternative Election has been made, New Platform Shares on the basis set out in the Scheme Document.

Platform has indicated to Alent that it will use its commercially reasonable best efforts to procure, to the extent within its control, that the cash consideration due to Alent shareholders will be paid on 7 December 2015.

New Platform Shares are expected to be registered on 2 December 2015 with the Platform CDIs to be credited to CREST accounts, where applicable, shortly thereafter. To the extent that Scheme Shareholders hold Scheme Shares in certificated form (that is, not in CREST), Statements of Entitlement relating to New Platform Shares (through DTC's Direct Registration System) will be dispatched by 15 December 2015.

Applications have been made to the UK Listing Authority and the London Stock Exchange and the cancellation of both the listing of Scheme Shares on the Official List and admission to trading of Scheme Shares on the London Stock Exchange will take place by no later than 8.00 a.m. (London time) on 2 December 2015.

Other

Note that terms defined in the Scheme Document shall have the same respective meanings when used in this announcement unless otherwise defined herein.

For further information:

 
 Platform                              Alent 
  Carey Dorman, Associate Director,     Helen Barrett-Hague Tel: +44 
  Corporate Development and Investor    148 379 3293 
  Relations 
  Tel: [phone] 
 Credit Suisse (Financial Adviser      Rothschild (Lead Financial Adviser 
  to Platform and Bidco)                and Rule 3 Adviser to Alent) 
  Spyros Svoronos                       Ravi Gupta 
  Joe Hannon                            Charles Montgomerie 
  Tel: [phone]                  Yuri Shakhmin 
  Tel: [phone]                 Tel: [phone] 
                                       UBS (Financial Adviser and Corporate 
                                        Broker to Alent) 
                                        James Robertson 
                                        John Woolland 
                                        David Roberts 
                                        Tel: [phone] 
                                       Liberum (Corporate Broker to 
                                        Alent) 
                                        Peter Tracey 
                                        Neil Patel 
                                        Anna Hartropp 
                                        Tel: [phone] 
 Weber Shandwick (PR adviser           Pendomer Communications 
  to Platform)                          Charles Armitstead 
  Liz Cohen                             Tel: [phone] 
  Kelly Gawlik 
  Tel: [phone] 
  Tel: [phone] 
 

Important notices

N M Rothschild & Sons Limited ("Rothschild"), which is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority in the United Kingdom, is acting exclusively for Alent and no one else in connection with the Transaction and will not be responsible to anyone other than Alent for providing the protections afforded to clients of Rothschild or for providing advice in connection with the Transaction or any matter referred to herein.

UBS Limited ("UBS"), which is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority in the United Kingdom, is acting exclusively for Alent and no one else in connection with the Transaction and will not be responsible to anyone other than Alent for providing the protections afforded to clients of UBS or for providing advice in connection with the Transaction or any matter referred to herein.

Liberum Capital Limited ("Liberum"), which is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority in the United Kingdom, is acting exclusively for Alent and no one else in connection with the Transaction, and will not be responsible to anyone other than Alent for providing the protections afforded to clients of Liberum nor for providing advice in connection with the Transaction or any other matters referred to in this announcement.

Credit Suisse Securities (Europe) Limited ("Credit Suisse"), which is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority in the United Kingdom, is acting exclusively for Platform and Bidco in connection with the Transaction and no one else and will not be responsible to anyone other than Platform for providing the protections afforded to clients of Credit Suisse or for providing advice in relation to the Transaction, or any matter referred to herein.

This announcement is for information purposes only and does not constitute an offer to sell or an invitation to purchase any securities or the solicitation of an offer to buy any securities, pursuant to the Transaction or otherwise. The Transaction will be implemented solely by means of the Scheme Document, which contains the full terms and conditions of the Transaction, including details of how to vote in respect of the Transaction.

This announcement has been prepared for the purpose of complying with English law and the Code and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws of jurisdictions outside the United Kingdom.

Notice to Overseas Shareholders

The release, publication or distribution of this announcement in certain jurisdictions may be restricted by law and the availability of the Transaction to Alent Shareholders who are not resident in the UK may be affected by the laws of the relevant jurisdictions in which they are resident. Persons who are not resident in the UK or who are subject to other jurisdictions should inform themselves of, and observe, any applicable requirements.

This announcement and the Scheme Document do not constitute, and may not be used for the purposes of, an offer to sell or an invitation or the solicitation of an offer to subscribe for or buy any New Platform Shares by any person in any jurisdiction: (i) in which such offer or invitation is not authorised; (ii) in which the person making such offer or invitation is not qualified to do so; or (iii) in which, or to any person to whom, it is unlawful to make such offer, solicitation or invitation or would impose any unfulfilled registration, publication or approval requirements on Alent, Bidco, Platform, or any of their respective directors, officers, agents and advisers. No action has been taken nor will be taken in any jurisdiction by any such person that would permit a public offering of the New Platform Shares in any jurisdiction where action for that purpose is required, nor has any such action been taken with respect to the possession or distribution of this announcement other than in any jurisdiction where action for that purpose is required. None of Alent, Bidco, Platform nor their respective directors, officers, agents or advisers accept any responsibility for any violation of any of these restrictions by any other person.

Unless otherwise determined by Platform or required by the Code, and permitted by applicable law and regulation, the Transaction will not be made available, directly or indirectly, in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction and no person may vote in favour of the Scheme by any such means from within a Restricted Jurisdiction or any other jurisdiction if to do so would constitute a violation of the laws of that jurisdiction. Accordingly, copies of this announcement and all documents relating to the Transaction are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction, and persons receiving this announcement and all documents relating to the Transaction (including custodians, nominees and trustees) must not mail or otherwise distribute or send them in, into or from such jurisdictions where to do so would violate the laws in that jurisdiction.

(MORE TO FOLLOW) Dow Jones Newswires

December 01, 2015 05:58 ET (10:58 GMT)

Notice to Alent Shareholders in the US

The New Platform Shares have not been, and will not be, registered under the US Securities Act, or under the securities laws of any state or other jurisdiction of the United States. Accordingly, the New Platform Shares may not be offered, sold, resold, delivered, distributed or otherwise transferred, directly or indirectly, in or into the United States absent registration under the US Securities Act or an exemption therefrom. The New Platform Shares are expected to be issued in the United States in reliance upon the exemption from the registration requirements of the US Securities Act provided by Section 3(a)(10) thereof. Alent Shareholders (whether or not US persons) who are or will be affiliates(within the meaning of the US Securities Act) of Platform prior to, or after, the Effective Date will be subject to certain US transfer restrictions relating to the New Platform Shares received pursuant to the Scheme. For a description of these and certain further restrictions on offers, sales and transfers of the New Platform Shares and the distribution of this announcement, see paragraph 24 of Part II of the Scheme Document. Holders of Alent ADRs should refer to paragraph 25 of Part II of the Scheme Document.

None of the securities referred to in this announcement have been approved or disapproved by the SEC, any state securities commission in the United States or any other US regulatory authority, nor have such authorities passed upon or determined the adequacy or accuracy of the information contained in this announcement. Any representation to the contrary is a criminal offence in the United States.

The Transaction relates to the shares of a UK company and is to be made by means of a scheme of arrangement provided for under the laws of England and Wales. A transaction effected by means of a scheme of arrangement is not subject to the proxy solicitation or tender offer rules under the US Exchange Act. Accordingly, the Transaction is subject to the disclosure requirements, rules and practices applicable in the United Kingdom to schemes of arrangement, which differ from the requirements of US proxy solicitation or tender offer rules. However, if Bidco exercises its right to implement the Transaction by means of a Takeover Offer, such Takeover Offer will be made in compliance with all applicable laws and regulations, including Section 14(e) of the US Exchange Act and Regulation 14E thereunder. Such a Takeover Offer would be made in the United States by Bidco and no one else. In addition to any such Takeover Offer, Bidco, Platform, certain affiliated companies and the nominees or brokers (acting as agents) may make certain purchases of, or arrangements to purchase, shares in Alent outside such Takeover Offer during the period in which such Takeover Offer would remain open for acceptance. If such purchases or arrangements to purchase were to be made they would be made outside of the United States and would comply with applicable law, including the US Exchange Act. Any information about such purchases will be disclosed as required in the UK, will be reported to a Regulatory Information Service and will be available on the London Stock Exchange website www.londonstockexchange.com.

The financial information included in the Scheme Document relating to Alent has been prepared in accordance with IFRS, whereas the financial information included in this document relating to Platform has been prepared in accordance with generally accepted accounting principles in the United States ("US GAAP"). US GAAP differs in certain significant respects from IFRS and therefore the financial information included in this document relating to Platform may not be comparable to the financial information of Alent. Equally, the financial information included in the Scheme Document relating to Alent may not be comparable to the financial information of other companies whose financial statements are prepared in accordance with US GAAP.

Forward looking statements

This announcement contains statements which are, or may be deemed to be, "forward-looking statements" which are prospective in nature. All statements other than statements of historical fact are forward-looking statements. They are based on current expectations and projections 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. Often, but not always, forward-looking statements can be identified by the use of forward-looking words such as "plans", "expects", "is expected", "is subject to", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates", "believes", "targets", "aims", "projects" or words or terms of similar substance or the negative thereof, as well as 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. Such statements are qualified in their entirety by the inherent risks and uncertainties surrounding future expectations. Forward-looking statements include, but are not limited to, statements relating to the following: (i) our financial or operational results including our earnings guidance, 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 Platform's, Bidco's or Alent's operations and potential synergies resulting from the Transaction; and (iii) the effects of global economic conditions on Platform's, Bidco's or Alent's business. Other risk factors are described in Platform's other securities filings, including Item 1A of Part II of Platform's Quarterly Report on Form 10-Q for its fiscal quarter ended 30 June 2015, and any subsequent reports on Forms 10-K, 10-Q and 8-K, which are or will be available at: http://ir.platformspecialtyproducts.com/financials.cfm.

Many of these important factors are outside of Platform's control. No assurances can be provided as to any result or the timing of any outcome regarding matters described herein or otherwise with respect to any regulatory action, administrative proceedings, government investigations, litigation, warning letters, consent decree, cost reductions, business strategies, earnings or revenue trends or future financial results.

Such forward-looking statements involve known and unknown risks and uncertainties that could significantly affect expected results and are based on certain key assumptions. Many factors may cause the actual results, performance or achievements of Platform, Bidco, Alent or the Combined Group to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Important factors that could cause actual results, performance or achievements of Platform Bidco, Alent or the Combined Group to differ materially from the expectations of Platform Bidco, Alent or the Combined Group, as applicable, include, among other things, general business and economic conditions globally, industry trends, competition, changes in government and other regulations, including in relation to the environment, health and safety, taxation, labour relations and work stoppages, changes in political and economic stability, disruptions in business operations due to reorganisation activities (whether or not Bidco acquires Alent), interest rate and currency fluctuations, the failure to satisfy any condition to the closing of the Transaction (including approvals or clearances from regulatory and other agencies and bodies) on a timely basis or at all, the inability of the Combined Group to realise successfully any anticipated synergy benefits when the Transaction is implemented, the inability of the Combined Group to integrate successfully Platform's, Bidco's and Alent's operations and programmes when the Transaction is implemented, or the Combined Group incurring and/or experiencing unanticipated costs and/or delays or difficulties relating to the Transaction when the Transaction is implemented. Such forward-looking statements should therefore be construed in light of such factors.

None of Alent, Platform or Bidco, 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 undue reliance on these forward-looking statements, which speak only as of the date hereof.

Other than in accordance with the legal or regulatory obligations applicable to it (including, in the case of Alent under the Listing Rules and the Disclosure and Transparency Rules of the Financial Conduct Authority), none of Alent, Platform or Bidco is under any obligation and Alent, Platform and Bidco each 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.

No statement in this announcement is intended to constitute a profit forecast or profit estimate for any period, nor should any statement in this announcement be interpreted to mean that earnings or earnings per ordinary share for Alent or Platform, as appropriate, for the current or future financial years will necessarily match or exceed the historical published earnings or earnings per ordinary share for Alent or Platform, as appropriate.

Disclosure requirements of the Takeover Code (the "Code")

(MORE TO FOLLOW) Dow Jones Newswires

December 01, 2015 05:58 ET (10:58 GMT)