Ultra Electronics Holdings PLC Publication of Circular and Notice of GM (6714N)

TIDMULE

RNS Number : 6714N

Ultra Electronics Holdings PLC

10 August 2017

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED IN IT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO ANY JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO DO SO. PLEASE SEE THE IMPORTANT NOTICE WITHIN THIS ANNOUNCEMENT.

Ultra Electronics Holdings plc ("Ultra")

Publication of Circular and Notice of General Meeting

Further to the announcement made on 7 July 2017, Ultra will today publish a circular (the "Circular") in relation to the proposed acquisition by Ultra of Sparton Corporation ("Sparton") on the terms and conditions of the agreement and plan of merger dated 7 July 2017 entered into between Ultra, Ultra Electronics Aneira Inc. (an Ohio corporation and an indirect wholly-owned subsidiary of Ultra) and Sparton (the "Merger Agreement") (the "Acquisition").

The Acquisition is subject to the approval of Ultra's shareholders. Accordingly, the Circular contains a notice convening a General Meeting which is to be held at the offices of Ultra at 417 Bridport Road, Greenford, Middlesex UB6 8UA at 10:00 a.m. on 29 August 2017 at which a resolution will be proposed for the Ultra shareholders to approve the Acquisition (the "Notice of General Meeting").

The Circular and Notice of General Meeting will today be submitted to the Financial Conduct Authority's National Storage Mechanism (the "NSM") and will be available for inspection on the NSM's website at http://www.morningstar.co.uk/uk/NSM.

The Circular and Notice of General Meeting will also be available for viewing on Ultra's website at www.ultra-electronics.com/investors and will today be posted to Ultra's shareholders.

In addition to the passing of the required resolution at the General Meeting, completion of the Acquisition is conditional on, amongst other things, a vote to adopt the Merger Agreement by at least two-thirds of Sparton shareholders, competition clearance from relevant anti-trust authorities, including the US anti-trust authorities in accordance with the requirements of the HSR Act, and completion of the CFIUS, DSS and Investment Canada Act review processes.

For further information contact:

 
 Ultra Electronics Holdings 
  plc                                [phone] 
 Rakesh Sharma, Chief Executive 
 Amitabh Sharma, Group Finance 
  Director 
  Susan McErlain, Corporate            [phone] 
  Affairs Director                     722 
 
 Investec Bank plc (Sole Sponsor, 
  Bookrunner and Broker)             [phone] 
 Christopher Baird / Keith 
  Anderson / Carlton Nelson 
 
 RBC (Financial Adviser)             [phone] 
 Mark Preston / Paul Betts 
  / Louise Melikian 
 
 Guggenheim Securities (Financial 
  Adviser)                           [phone] 
 
 Jon Huerta / Drew Heimlich 
 
 MHP Communications                  [phone] 
 
 James White 
 
 

About Ultra

Ultra Electronics is an internationally successful defence, security, transport and energy company with a long track record of development and growth. Ultra and Ultra's subsidiaries and subsidiary undertakings (the "Ultra Group") manage a portfolio of specialist capabilities generating innovative solutions to customer needs. Ultra applies electronic and software technologies in demanding and critical environments ranging from military applications, through safety-critical devices in aircraft, to nuclear controls and sensor measurement. These capabilities have seen the Ultra Group's highly-differentiated products contributing to a large number of platforms and programmes.

Ultra has world-leading positions in many of its specialist capabilities and, as an independent, non-threatening partner, is able to support all of the main prime contractors in its sectors. As a result of such positioning, Ultra's systems, equipment or services are often mission or safety-critical to the successful operation of the platform to which they contribute. In turn, this mission-criticality secures Ultra's positions for the long-term which underpins the superior financial performance of the Ultra Group.

Ultra offers support to its customers through the design, delivery and support phases of a programme. Ultra businesses have a high degree of operational autonomy where the local management teams are empowered to devise and implement competitive strategies that reflect their expertise in their specific niches. The Ultra Group has a small head office and executive team that provide to the individual businesses the same agile, responsive support that they provide to customers, as well as formulating Ultra's overarching, corporate strategy.

Across the Ultra Group's three divisions, Ultra operates in the following eight market segments:

 
 -- Aerospace        -- C2ISR 
 -- Land             -- Nuclear 
 -- Communications   -- Infrastructure 
 -- Maritime         -- Underwater 
                      Warfare 
 

IMPORTANT NOTICES

This announcement is for information purposes only and is not intended to and does not constitute, or form part of, any offer or invitation to purchase, subscribe for or otherwise acquire or dispose of, or any solicitation to purchase or subscribe for or otherwise acquire or dispose of, any securities in any jurisdiction. Persons needing advice should consult an independent financial adviser. The information contained in this announcement is not for release, publication or distribution to persons in any jurisdiction where to do so might constitute a violation of local securities laws or regulations.

This announcement has been issued by and is the sole responsibility of Ultra. The information contained in this announcement is for background purposes only and does not purport to be full or complete. The information in this announcement is subject to change without notice.

Investec Bank plc ("Investec") and RBC Europe Limited ("RBC") are authorised by the Prudential Regulatory Authority and regulated in the United Kingdom by the Prudential Regulation Authority and the Financial Conduct Authority and are acting exclusively for Ultra and no one else in connection with the Acquisition, the content of this announcement or the Circular and other matters described in this announcement or the Circular. Investec and RBC will not regard any other person as its client in relation to the Acquisition, the content of this announcement or the Circular and other matters described in this announcement or the Circular and will not be responsible to anyone other than Ultra for providing the protections afforded to its clients or for providing advice to any other person in relation to the Acquisition, the content of this announcement or the Circular or any other matters referred to in this announcement or the Circular.

Guggenheim Securities, LLC ("Guggenheim Securities"), a broker dealer registered with the United States Securities and Exchange Commission and a member of the U.S. Financial Industry Regulatory Authority, has been engaged by Ultra as its financial advisor in connection with the Acquisition. Guggenheim Securities is acting exclusively for Ultra and no one else in connection with the Acquisition or any other matter described in this announcement or the Circular. Guggenheim Securities will not regard any person other than Ultra as its client in relation to the Acquisition or any other matter described in this announcement or the Circular and will not be responsible for providing advice or any of the protections afforded to its clients to any person other than Ultra in relation to the Acquisition or any other matter described in this announcement or the Circular.

No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by Investec or by any of its respective affiliates or agents as to, or in relation to, the accuracy or completeness of this announcement or any other written or oral information made available to or publicly available to any interested party or its advisers, and any liability therefore is expressly disclaimed.

Neither the content of Ultra's website (or any other website) nor the content of any website accessible from hyperlinks on Ultra's website (or any other website) is incorporated into or forms part of this announcement.

This information is provided by RNS

The company news service from the London Stock Exchange

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August 10, 2017 07:31 ET (11:31 GMT)