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| Share Name | Share Symbol | Market | Type | Share ISIN | Share Description |
|---|---|---|---|---|---|
| Innovision Res. | LSE:INN | London | Ordinary Share | GB0030308448 | ORD 1P |
| Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
|---|---|---|---|---|---|---|---|---|---|---|
| 0.00 | 0.00% | 34.75 | 0.00 | 00:00:00 |
| Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
|---|---|---|---|---|---|
| 0 | 0 | N/A | 0 |
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RNS Number : 8465N
Broadcom International Ltd
18 June 2010
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR
FROM THE UNITED STATES, CANADA, AUSTRALIA, JAPAN OR ANY OTHER JURISDICTION WHERE
TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION
FOR IMMEDIATE RELEASE
18 June 2010
Recommended Cash Offer by
Broadcom International Limited (the "Offeror")
an indirect wholly owned subsidiary of Broadcom Corporation ("Broadcom")
for the entire issued and to be issued share capital of
Innovision Research & Technology plc ("Innovision" or the "Company")
Summary
· The board of directors of Broadcom Corporation and the board of
directors of Innovision Research & Technology plc are pleased to announce that
they have agreed the terms of a recommended cash offer, to be made by the
Offeror, an indirect wholly owned subsidiary of Broadcom Corporation, to acquire
the entire issued and to be issued share capital of the Company.
· Under the terms of the Offer, Innovision Shareholders will receive 35.0
pence in cash for each Innovision Share held, valuing the entire issued share
capital of Innovision at approximately GBP32.04 million.
· The price of 35.0 pence per Innovision Share represents a premium of
approximately:
· 84.2 per cent. to the Closing Price of 19 pence for each Innovision
Share on 17 June 2010, being the last practicable Business Day prior to this
announcement;
· 74.8 per cent. to the average Closing Price of 20.02 pence per
Innovision Share for the one month prior to and including 17 June 2010; and
· 75.2 per cent. to the average Closing Price of 19.97 pence for each
Innovision Share for the three months prior to and including 17 June 2010.
The bases for these calculations are set out in Appendix II to this
announcement.
· Broadcom is a major technology innovator and global leader in
semiconductors for wired and wireless communications. Broadcom products enable
the delivery of voice, video, data and multimedia to and throughout the home,
the office and the mobile environment. Broadcom provides the industry's
broadest portfolio of state-of-the-art system-on-a-chip and software solutions
to manufacturers of computing and networking equipment, digital entertainment
and broadband access products, and mobile devices. These solutions support
Broadcom's core mission: Connecting everything .
· Innovision delivers innovative and market leading Integrated Circuits
("ICs") and IP for wireless connectivity solutions. Innovision's primary focus
is on short-range data communication from one device to another, passive and
active, with a special emphasis on Near Field Communications ("NFC") and Radio
Frequency Identification ("RFID") solutions. As a leading fabless custom RF and
analogue design and systems provider, it offers a complete engineering and
system design capability to its customers across the world. Its strong position
as the leading provider of NFC intellectual property is complemented by a
growing range of high volume NFC tag products.
· The Innovision Board, which has been so advised by KBC Peel Hunt,
consider the terms of the Offer to be fair and reasonable. In providing advice
to the Innovision Board, KBC Peel Hunt has taken into account the commercial
assessment of the Innovision Board.
· Accordingly, the Innovision Board intends unanimously to recommend that
all Innovision Shareholders accept the Offer, as the Innovision Directors have
irrevocably undertaken to do (or procured to be done) in respect of each of
their own respective beneficial holdings of Innovision Shares.
· The Offeror has received binding irrevocable undertakings or letters of
intent to accept (or procure acceptance of) the Offer from Innovision
Shareholders in respect of, in aggregate, 49,555,099 Innovision Shares,
representing approximately 54.13 per cent. of the existing issued share capital
of Innovision (including in respect of approximately 0.3 per cent. of the
existing issued share capital of Innovision in which the Innovision Directors
are beneficially interested). The undertakings from the Innovision Directors
will continue to be binding even in the event of a higher competing offer for
Innovision being announced, unless the Offer lapses or is withdrawn.
· The Offer Document containing the formal terms of, and conditions to,
the Offer will be posted to Innovision Shareholders in due course and, in any
event, within 28 days following the date of this announcement.
· Broadcom believes that the acquisition of Innovision will provide it
with important technology and engineering talent to further its leading wireless
connectivity business. This statement does not constitute a profit forecast and
should not be interpreted to mean that the earnings per Broadcom share in any
financial period, or any other financial metrics, will necessarily match or be
greater than those for the relevant preceding period.
Cenkos is acting as sole financial adviser to Broadcom and the Offeror. KBC
Peel Hunt is acting as sole financial adviser to Innovision.
Commenting on the Offer, David Wollen, Innovision's CEO said:
"The Board is pleased to recommend this offer to Innovision shareholders, which
is at a significant premium to the current market price. We are proud to have
developed NFC technology to the leading position it is in today and feel that
now is an appropriate time to allow a global corporation with the commitment and
financial resources to progress it to the next level and commercial roll-out."
Commenting on the Offer, Scott McGregor, Broadcom's CEO said:
"We are excited to announce the Offer for Innovision. The technology of
Innovision complements our market leading connectivity solutions, and it will
make a great addition to the Broadcom team."
Enquiries:
Broadcom:
Broadcom Investor Relations
+1. 949.926.5663
T. Peter Andrew
Vice President, Corporate Communications
Cenkos (financial adviser to Broadcom and the Offeror):
Nicholas Wells / Ivonne Cantu
+44.20.7397.8920
Innovision:
David Wollen / Brian McKenzie
+44.1285.888.200
KBC Peel Hunt Ltd (financial adviser to Innovision):
Jonathan Marren/David Anderson
+44.20.7418.8900
ICIS (financial PR adviser to Innovision):
Caroline Evans-Jones/ Hilary Millar
+44.20.7651.8688
This summary should be read in conjunction with the full text of the
announcement following this summary and the Appendices and with the full further
terms and conditions to be set out in the Offer Document and Form of Acceptance.
Appendix I sets out the conditions and principal further terms of the Offer.
Appendix II contains the sources and bases of certain information used in this
summary and in the following announcement. Certain terms used in this
announcement are defined in Appendix III.
Cenkos, which is authorised and regulated in the United Kingdom by the Financial
Services Authority, is acting exclusively for Broadcom and the Offeror and no
one else in connection with the Offer and will not be responsible to anyone
other than Broadcom and the Offeror for providing the protections afforded to
its customers or for providing advice in relation to the Offer or in relation to
the contents of this announcement or any transaction or arrangement referred to
herein. Neither Cenkos nor any of its subsidiaries, branches or affiliates owes
or accepts any duty, liability or responsibility whatsoever (whether direct or
indirect, whether in contract, tort, under statute or otherwise) to any person
who is not a client of Cenkos in connection with this announcement, any
statement contained herein or otherwise.
KBC Peel Hunt, which is authorised and regulated in the United Kingdom by the
Financial Services Authority, is acting exclusively for Innovision and no one
else in connection with the Offer and will not be responsible to anyone other
than Innovision for providing the protections afforded to its customers or for
providing advice in relation to the Offer or in relation to the contents of this
announcement or any transaction or arrangement referred to herein. Neither KBC
Peel Hunt nor any of its subsidiaries, branches or affiliates owes or accepts
any duty, liability or responsibility whatsoever (whether direct or indirect,
whether in contract, tort, under statute or otherwise) to any person who is not
a client of KBC Peel Hunt in connection with this announcement, any statement
contained herein or otherwise.
This announcement is not intended to and does not constitute, or form any part
of, an offer or an invitation to purchase, subscribe for or otherwise acquire,
sell or dispose of any securities or the solicitation of any vote or approval in
any jurisdiction pursuant to the Offer or otherwise. The Offer will be made
solely through the Offer Document and the Form of Acceptance, which will
together contain the full terms and conditions of the Offer, 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 contained in the Offer Document and the Form of Acceptance.
The laws of relevant jurisdictions may affect the availability of the Offer to
persons not resident in the United Kingdom. Persons who are not resident in the
United Kingdom, or who are subject to the laws of any jurisdiction other than
the United Kingdom, should inform themselves about and observe any applicable
legal and regulatory requirements.
The Offer will not be made, directly or indirectly, in or into the United States
or by use of the mails of, or by any means or instrumentality (including,
without limitation, facsimile or other electronic transmission, telex or
telephone) of inter-state or foreign commerce of, or any facility of, a
national, state or other securities exchange of, the United States, nor will it
be made directly or indirectly in or into Canada, Australia or Japan and the
Offer will not be capable of acceptance by any such use, means, instrumentality
or facility or from within the United States, Canada, Australia or Japan or any
other such jurisdiction if to do so would constitute a violation of the relevant
laws of such jurisdiction. Accordingly, copies of this announcement are not
being, will not be and must not be mailed or otherwise forwarded, distributed or
sent in, into or from the United States, Canada, Australia or Japan or any other
such jurisdiction if to do so would constitute a violation of the relevant laws
of such jurisdiction and persons receiving this announcement (including without
limitation custodians, nominees and trustees) must not mail, forward, distribute
or send it in, into or from the United States, Canada, Australia or Japan or any
other such jurisdiction if to do so would constitute a violation of the relevant
laws of such jurisdiction.
This announcement has been prepared for the purposes of complying with English
law and the Code and the information disclosed may not be the same as that which
would have been disclosed if this announcement had been prepared in accordance
with the laws and regulations of any jurisdiction outside of England.
Cautionary statement regarding forward-looking statements
This announcement may contain forward-looking statements concerning the Offeror,
Broadcom, the Broadcom Group, Innovision and the Innovision Group. Generally,
the words 'will', 'may', 'should', 'continue', 'believes', 'expects', 'intends',
'anticipates' or similar expressions identify forward-looking statements. The
forward-looking statements involve risks and uncertainties that could cause
actual results to differ materially from those suggested by them. Many of these
risks and uncertainties relate to factors that are beyond the companies'
abilities to control or estimate precisely, such as future market conditions and
the behaviours of other market participants, and, therefore, undue reliance
should not be placed on such statements which speak only as at the date of this
announcement. None of the Offeror, Broadcom, any member of the Broadcom Group,
Innovision or any member of the Innovision Group can give any assurance that
such forward looking statements will prove to have been correct. The reader is
cautioned not to place undue reliance on these forward-looking statements, which
speak only as of the date of this document. None of the Offeror, Broadcom, any
member of the Broadcom Group, Innovision or any member of the Innovision Group
assumes any obligation to update or revise publicly any of the forward-looking
statements set out herein, whether as a result of new information, future events
or otherwise, except as required pursuant to applicable law.
Rule 2.10 Disclosure
In accordance with Rule 2.10 of the Code, Innovision confirms that, as at 17
June 2010 it has 91,556,121 Innovision Shares in issue all with equal voting
rights. The total number of voting rights in Innovision is therefore
91,556,121. The International Securities Identification Number for the
Innovision Shares is GB0030308448.
Disclosure Requirements of the Takeover Code
Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of any
class of relevant securities of Innovision must make an Opening Position
Disclosure following the commencement of the offer period. 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 Innovision. An
Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made
by no later than 3.30 pm (London time) on the 10th business day following the
commencement of the offer period. Relevant persons who deal in the relevant
securities of Innovision prior to the deadline for making an Opening Position
Disclosure must instead make a Dealing Disclosure.
Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1%
or more of any class of relevant securities of Innovision must make a Dealing
Disclosure if the person deals in any relevant securities of Innovision. 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 Innovision, 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 (London time) on
the business day following the date of the relevant dealing.
If two or more persons act together pursuant to an agreement or understanding,
whether formal or informal, to acquire or control an interest in relevant
securities of Innovision, they will be deemed to be a single person for the
purpose of Rule 8.3.
Opening Position Disclosures must also be made by Innovision and the Offeror and
Dealing Disclosures must also be made by Innovision, the Offeror and by any
persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).
Details of the 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. If you are in any
doubt as to whether you are required to make an Opening Position Disclosure or a
Dealing Disclosure, you should contact the Panel's Market Surveillance Unit on
+44.20.7638.0129.
Certain of the terms used above in this section "Disclosure Requirements of the
Takeover Code" are defined in the Code, which can also be found on the Panel's
website.
Rule 19.11 Disclosure
In accordance with Rule 19.11 of the Code, a copy of this announcement will be
published on the Broadcom website: http://www.broadcom.com and on the Innovision
website: http://www.innovision-group.com.
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR
FROM THE UNITED STATES, CANADA, AUSTRALIA, JAPAN OR ANY OTHER JURISDICTION WHERE
TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION.
FOR IMMEDIATE RELEASE
18 June 2010
Recommended Cash Offer by
Broadcom International Limited (the "Offeror")
an indirect wholly owned subsidiary of Broadcom Corporation ("Broadcom")
for the entire issued and to be issued share capital of
Innovision Research & Technology plc ("Innovision" or the "Company")
1. Introduction
The Broadcom Board and the Innovision Board are pleased to announce that they
have agreed the terms of a recommended cash offer, to be made by the Offeror, an
indirect wholly owned subsidiary of Broadcom Corporation, to acquire the entire
issued and to be issued share capital of the Company.
2. The Offer
The Offer, which will be subject to the terms and conditions set out in Appendix
I to this announcement and to be set out in the Offer Document and the Form of
Acceptance, is being made on the following basis:
35.0 pence in cash for each Innovision Share
On this basis the Offer values the entire issued share capital of Innovision at
approximately GBP32.04 million.
The price of 35.0 pence per Innovision Share represents a premium of
approximately:
· 84.2 per cent. to the Closing Price of 19 pence per Innovision Share on
17 June 2010, being the last Business Day prior to this announcement;
· 74.8 per cent. to the average Closing Price of 20.02 pence per
Innovision Share for the one month prior to and including 17 June 2010; and
· 75.2 per cent. to the average Closing Price of 19.97 pence for each
Innovision Share for the three months prior to and including 17 June 2010.
Innovision Shares will be acquired fully paid with full title guarantee and free
from all liens, charges, equitable interests, encumbrances, rights of
pre-emption and other third party rights or interests of any nature together
with all rights now and hereafter attaching thereto, including, without
limitation, the right to receive and retain in full all dividends and other
distributions (if any) announced, declared, made or paid after the date of this
announcement in respect of the Innovision Shares.
3. Information on Broadcom
Broadcom is a major technology innovator and global leader in semiconductors for
wired and wireless communications. Broadcom products enable the delivery of
voice, video, data and multimedia to and throughout the home, the office and the
mobile environment. Broadcom provides the industry's broadest portfolio of
state-of-the-art system-on-a-chip and software solutions to manufacturers of
computing and networking equipment, digital entertainment and broadband access
products, and mobile devices. These solutions support Broadcom's core mission:
Connecting everything .
For the fiscal years ending December 31, 2008 and December 31, 2009, the
Broadcom Group reported (on a consolidated basis) total net revenues of USD
4,658.1 million and USD 4,490.3 million respectively, and net income of USD
214.8 million and USD 65.3 million respectively. As of December 31, 2009,
Broadcom reported total shareholders' equity of USD 3,891.8 million.
Broadcom's shares are traded on NASDAQ (ticker: BRCM). Based on the closing
middle-market price of USD 36.19 per Broadcom common share on 16 June 2010
(being the latest practicable date before the publication of this announcement),
Broadcom had a market capitalisation of approximately USD 17.96 billion.
The Offeror is an indirect wholly owned subsidiary of Broadcom, incorporated in
the Cayman Islands.
4. Information on Innovision
Innovision delivers innovative and market leading Integrated Circuits ("ICs")
and IP for wireless connectivity solutions. Innovision's primary focus is on
short-range data communication from one device to another, passive and active,
with a special emphasis on Near Field Communications ("NFC") and Radio Frequency
Identification ("RFID") solutions. As a leading fabless custom RF and analogue
design and systems provider, it offers a complete engineering and system design
capability to its customers across the world. Its strong position as the leading
provider of NFC intellectual property is complemented by a growing range of high
volume NFC tag products.
Innovision announced its financial results for the year ended 31 March 2010 on
18 June 2010.
For the financial years ending 31 March 2010, 31 March 2009 and 31 March 2008,
Innovision recorded revenues of approximately GBP2.0 million, approximately
GBP1.2 million and approximately GBP3.4 million and a loss before tax of
approximately GBP2.9 million, approximately GBP2.9 million and approximately
GBP2.1 million respectively. As at 31 March 2010 Innovision reported net assets
of approximately GBP8.1 million and cash and cash equivalents of approximately
GBP4.1 million.
5. Strategic rationale for the Offer
Broadcom believes that the acquisition of Innovision will provide it with
important technology and engineering talent to further its leading wireless
connectivity business. Broadcom, a leader in connectivity chip technology,
believes that NFC will become increasingly adopted in smart phones and other
mobile devices, and sees NFC as a valuable part of its wireless connectivity
portfolio alongside other technologies such as Bluetooth, Wi-Fi, FM and GPS.
The Broadcom Directors believe that the acquisition of Innovision will generate
shareholder value by accelerating Broadcom's efforts to bring next-generation
NFC products to market allowing Broadcom to offer its customers more mature and
feature-rich NFC products sooner. These statements do not constitute a profit
forecast and should not be interpreted to mean that the earnings per Broadcom
share in any financial period, or any other financial metrics, will necessarily
match or be greater than those for the relevant preceding period.
6. Background to and Reasons for recommending the Offer
Broadcom approached the Innovision Board with a view to making a cash offer for
its entire issued and to be issued share capital. After careful consideration
of the terms in conjunction with its advisers, the Innovision Board intends to
recommend unanimously to Innovision Shareholders that they accept the Offer as
the Innovision Directors have irrevocably undertaken to do in respect of their
own beneficial interests in Innovision Shares.
In deciding to recommend the Offer, the Innovision Board has taken into account
the following considerations:
· Innovision's main strategy has been to propagate its IP with major
semiconductor vendors for use in 'combo' and other chips designed for the mobile
handset and consumer device markets. 'Combo' chips are a major growth area in
handsets and combine multiple wireless functions such as Bluetooth, WiFi, FM and
GPS on a single chip.
· Innovision over recent years has secured a number of major contracts
with global semiconductor companies to incorporate its NFC IP into their system
devices targeted primarily at the mobile handset market, including two new
contracts in 2010 and four in 2009. The early stages of these contracts usually
involve delivering engineering services for which Innovision receives
development and licence revenues. When customers eventually reach expected
volume production each of these contracts could generate multi-million pound
royalty revenue streams over several years. The exact timing for this to occur
typically depends on a complex design cycle involving Innovision's direct
semiconductor customers, handset manufacturers and mobile operators.
· The semiconductor and consumer electronics industry has typically moved
at a very rapid pace with the technologies and industry participants evolving
just as rapidly. The mobile handset and consumer device market is typical of
such speed of development and has seen rapid changes through the evolution of
cellular networks, digital networks, high speed data networks and mobile
broadband. The market relies upon a number of different technologies such as
NFC which may or may not finally be included in end products whose own
commercial success depends on consumer acceptance. To sustain their success in
the medium to longer term in this space, innovative companies like Innovision
must access significant capital and extensive international customer networks,
both requiring patience and persistence. In the Innovision Board's view,
Broadcom provides both deep capital resources and accelerated global customer
reach.
· Broadcom is a major technology innovator and global leader in
semiconductors for wired and wireless communications and is currently a customer
of Innovision. For the fiscal years ending December 31, 2008 and December 31,
2009, the Broadcom Group reported (on a consolidated basis) total net revenues
of USD 4,658.1 million and USD 4,490.3 million respectively, and net income of
USD 214.8 million and USD 65.3 million respectively. As of December 31, 2009,
Broadcom reported total shareholders' equity of USD 3,891.8 million. Broadcom's
shares are traded on NASDAQ (ticker: BRCM). Based on the closing middle-market
price of USD 36.19 per Broadcom common share on 16 June 2010 (being the latest
practicable date before the publication of this announcement), Broadcom had a
market capitalisation of approximately USD 17.96 billion.
· The acquisition of Innovision by Broadcom will mean that Innovision
will be amalgamated into a well funded business that is committed to developing
Innovision's NFC technology and products and to offering such technologies to
its customers.
· As at 31 March 2010 Innovision had approximately GBP4.1 million of net
cash on its balance sheet. For the year to 31 March 2010, Innovision had net
cash outflow of approximately GBP4.6 million excluding the GBP5.2 million net
proceeds from the issue of shares in July 2009. Given Innovision's business
model, current cash position and projected timing of royalty revenues,
Innovision would expect to have to raise additional, significant capital in the
short to medium term in order to continue to deliver its business plan.
Although the Innovision Board believes that a successful capital raising could
be achieved, there can be no certainty and the placing price would be likely to
be at a significant discount to the Offer Price. This could significantly
dilute the holdings of Innovision Shareholders who did not wish to participate
in the fund raising.
· Innovision's share price has traded in a range between 15.5 pence per
Innovision Share to 27.5 pence per Innovision Share in the 12 months prior to
the date of this announcement. Further, Innovision raised approximately GBP5.4
million of new equity capital in July 2009 issuing new shares in Innovision at a
price of 18 pence per new Innovision Share.
The Offer Price of 35.0 pence per Innovision Share represents a premium of
approximately:
· 84.2 per cent. to the Closing Price of 19 pence per Innovision Share
on 17 June 2010, being the last Business Day prior to this announcement;
· 74.8 per cent. to the average Closing Price of 20.02 pence per
Innovision Share for the one month prior to and including 17 June 2010; and
· 75.2 per cent. to the average Closing Price of 19.97 pence for each
Innovision Share for the three months prior to and including 17 June 2010.
Therefore, the Innovision Board considers that the Offer represents good value
for Innovision Shareholders and will enable them to realise value from their
investment in Innovision in cash, with certainty, at a significant premium to
recent levels for the Innovision Share price.
7. Recommendation
The Innovision Board, which has been so advised by KBC Peel Hunt, consider the
terms of the Offer to be fair and reasonable. In providing advice on the Offer
to the Innovision Board KBC Peel Hunt has taken into account the commercial
assessments of the Innovision Board.
Accordingly, the Innovision Board intends unanimously to recommend that
Innovision Shareholders accept the Offer when it is made.
8. Irrevocable undertakings and letters of intent
The Offeror has received irrevocable undertakings and letters of intent to
accept, or procure the acceptance of, the Offer in respect of, in aggregate,
49,555,099 Innovision Shares, representing approximately 54.13 per cent. of
Innovision's existing issued share capital. The irrevocable undertakings and
letters of intent received by the Offeror are as follows.
(a) Each Innovision Director has irrevocably undertaken to accept, or
procure the acceptance of, the Offer in respect of, in aggregate, 274,317
Innovision Shares in which they are beneficially interested, representing
approximately 0.3 per cent. of the existing issued share capital of Innovision.
These undertakings will remain binding in the event of a competing offer being
made for Innovision but will cease to be binding if the Offer lapses or is
withdrawn. The undertakings provide that each of the Innovision Directors
shall, within seven days of the posting of the Offer Document to Innovision
Shareholders, accept or procure acceptance of the Offer in accordance with its
terms.
The undertakings given by the Innovision Directors also apply to any other
Innovision Shares acquired after the date of the undertakings (including
Innovision Shares acquired upon the exercise of options) while the Offer remains
open for acceptance. The Innovision Directors have agreed that they shall
accept or procure the acceptance of the Offer in accordance with its terms in
respect of any such Shares allotted to or otherwise acquired after the posting
of the Offer Document within two days of the Innovision Directors or their
nominees becoming the registered holder of such Innovision Shares.
The Innovision Directors have also agreed not to withdraw any acceptance of the
Offer.
+--------------------+--------------------+--------------------+
| Director | Holding of | Percentage of |
| | Innovision Shares | existing issued |
| | on the date of | share capital of |
| | this announcement | Innovision on the |
| | | date of this |
| | | announcement (%) |
+--------------------+--------------------+--------------------+
| Malcolm Baggott | 79,934 | 0.0873 |
+--------------------+--------------------+--------------------+
| David Wollen | 74,933 | 0.0818 |
+--------------------+--------------------+--------------------+
| Brian McKenzie | 41,600 | 0.0454 |
+--------------------+--------------------+--------------------+
| Stephen Morris | 5,500 | 0.0060 |
+--------------------+--------------------+--------------------+
| Ian Buckley-Golder | 72,350 | 0.0790 |
+--------------------+--------------------+--------------------+
| Totals: | 274,317 | 0.3 |
+--------------------+--------------------+--------------------+
(b) The following Innovision Shareholders have also given irrevocable
undertakings to accept the Offer:
+--------------------+--------------------+--------------------+
| Shareholder (or | Holding of | Percentage of |
| manager of | Innovision Shares | existing issued |
| shareholder | on the date of | share capital of |
| interests) | this announcement | Innovision on the |
| | | date of this |
| | | announcement (%) |
+--------------------+--------------------+--------------------+
| Herald Asset | 11,594,438 | 12.66 |
| Management | | |
+--------------------+--------------------+--------------------+
| Marc Borrett | 7,625,710 | 8.33 |
+--------------------+--------------------+--------------------+
| Invesco Asset | 6,417,264 | 7.01 |
| Management Limited | | |
+--------------------+--------------------+--------------------+
| Helium Special | 5,250,000 | 5.73 |
| Situations Fund | | |
| Limited | | |
+--------------------+--------------------+--------------------+
| Gartmore | 4,354,195 | 4.76 |
| Investment Limited | | |
+--------------------+--------------------+--------------------+
| Andrew White | 2,014,000 | 2.20 |
+--------------------+--------------------+--------------------+
| Totals: | 37,255,607 | 40.69 |
+--------------------+--------------------+--------------------+
These shares represent, in aggregate, approximately 40.69 per cent. of
Innovision's existing issued share capital. These undertakings will remain
binding in the event of a competing offer being made for Innovision unless the
competing offer is 38.5 pence per Innovision Share or higher, at which point
they will lapse. Such irrevocables will cease to be binding if the Offer lapses
or is withdrawn.
The undertakings given also apply to any other Innovision Shares acquired after
the date of the undertakings while the Offer remains open for acceptance.
(c) The following Innovision Shareholders have given letters of intent to
accept the Offer:
+--------------------+--------------------+--------------------+
| Shareholder (or | Holding of | Percentage of |
| manager of | Innovision Shares | existing issued |
| shareholder | on the date of | share capital of |
| interests) | this announcement | Innovision on the |
| | | date of this |
| | | announcement (%) |
+--------------------+--------------------+--------------------+
| Schroder | 7,494,102 | 8.19 |
| Investment | | |
| Management Limited | | |
+--------------------+--------------------+--------------------+
| Majedie Asset | 4,531,073 | 4.95 |
| Management | | |
+--------------------+--------------------+--------------------+
| Totals: | 12,025,175 | 13.14 |
+--------------------+--------------------+--------------------+
These shares represent, in aggregate, approximately 13.14 per cent. of
Innovision's existing issued share capital. The letters of intent state the
applicable Innovision Shareholders' intention to accept the Offer at the time
the letter of intent was issued.
9. Financing for the Offer
The consideration payable under the Offer will be funded using Broadcom's
existing cash resources.
Cenkos, in its capacity as financial adviser to the Offeror, has confirmed that
the necessary financial resources are available to the Offeror to enable it to
satisfy in full the consideration payable by the Offeror under the terms of the
Offer.
10. Management and employees and future business
Based on the information presently known to it, Broadcom intends to continue the
present business of Innovision by supporting Innovision's current contractual
obligations. Broadcom's current intention is to focus on developing the
Innovision technology for use within Broadcom's business. Broadcom has
confirmed to the Innovision Board that it currently has no firm proposals to
implement any changes in location of Innovision's places of business. Broadcom
has been informed that the Innovision Board has been considering a move of
location of the Innovision business, but that no formal arrangement has been
entered into. As part of the review mentioned below, Broadcom will consider
whether such a move should be pursued.
Following the Offer becoming or being declared unconditional in all respects,
Broadcom will undertake a detailed review of the operations of Innovision to
consider how best to integrate and harmonise the Innovision business into
Broadcom's business. In the event that any of Innovision's employees are
selected as redundant as a result of this process, they will be considered for
any suitable vacancies within Broadcom.
It is expected that over time Innovision will become integrated with Broadcom
operations and this may involve the transfer of Innovision employees to other
entities within the Broadcom Group. Broadcom has no current plans to change the
location of employment of any Innovision employees.
Broadcom has confirmed to the Innovision Board that the existing employment
rights, including pension rights, of the management and employees of Innovision
will be fully safeguarded in accordance with statutory and contractual
requirements. The plans of Broadcom for Innovision do not involve the immediate
change in the conditions of employment of Innovision employees. However, in the
medium term, Broadcom may look to harmonise the Innovision terms of employment
with those of Broadcom employees. If that occurs, it is the intention of
Broadcom that employees of Innovision will continue to enjoy terms and
conditions that are overall no less favourable than those that currently apply.
11. Innovision Share Schemes
The Offer will extend to any Innovision Shares unconditionally allotted or
issued and fully paid on or prior to the date on which the Offer closes pursuant
to the exercise of options under any of the Innovision Share Schemes or as a
result of the vesting of awards pursuant to the Innovision Share Schemes.
To the extent that such options or awards have not been exercised, participants
in the Innovision Share Schemes will be written to separately and appropriate
proposals will be made to such participants in due course. It is currently
intended that such proposals will be made once the Offer becomes or is declared
unconditional in all respects.
12. Disclosure of interests in Innovision
As at the close of business on 17 June 2010 (the last practicable Business Day
prior to the date of this announcement), and save for the irrevocable
undertakings and letters of intent referred to in paragraph 8 of this
announcement, none of Broadcom, the Offeror, the Broadcom Directors nor the
Offeror Directors, nor, so far as the Offeror is aware, any person acting in
concert (within the meaning of the Code) with Broadcom or the Offeror has any
interest in, owns or has owned or controls or has controlled any Innovision
Shares or any securities convertible or exchangeable into Innovision Shares
(including pursuant to any short or long exposure, whether conditional or
absolute, to changes in the prices of securities) or any right to subscribe for
or purchase the same, or holds or has held any options (including traded
options) in respect of, or has or has had any option to acquire, any Innovision
Shares or has entered into any derivatives referenced to Innovision Shares
("Relevant Shares") which remain outstanding, nor does any such person have or
has any such person had any arrangement in relation to Relevant Shares.
For these purposes "arrangement" includes any indemnity or option arrangement,
any agreement or understanding, formal or informal, of whatever nature, relating
to Relevant Shares which may be an inducement to deal or refrain from dealing in
such securities, or any borrowing or lending of Relevant Shares that have not
been on-lent or sold.
13. Confirmation regarding Opening Position Disclosure
The Offeror confirms that it is on the date of this announcement making an
Opening Position Disclosure, which discloses the details required to be
disclosed by it under Rule 8.1(a) of the Code.
14. Compulsory acquisition, delisting and cancellation of trading
If the Offeror receives acceptances of the Offer in respect of, or otherwise
acquires, 90 per cent. or more of Innovision Shares to which the Offer relates
and assuming all other conditions of the Offer have been satisfied or waived (if
they are capable of being waived), the Offeror intends to exercise its rights
pursuant to the provisions of sections 979 to 991 (inclusive) of the Companies
Act to acquire compulsorily the remaining Innovision Shares to which the Offer
relates on the same terms as the Offer.
Subject to the Offeror acquiring, by virtue of the Offer or otherwise,
Innovision Shares carrying 75 per cent. of the voting rights of Innovision, and
subject to the Offer becoming or being declared unconditional in all respects,
the Offeror intends to apply to London Stock Exchange for the cancellation of
admission to trading of the Innovision Shares on AIM. It is anticipated that
the cancellation of trading on AIM will take effect no earlier than 20 Business
Days after the date on which the Offeror has, by virtue of its shareholdings and
acceptances of the Offer, acquired or agreed to acquire Innovision Shares
carrying 75 per cent. of the voting rights attached to the issued share capital
of Innovision.
It is anticipated that such cancellation and de-listing would reduce the
liquidity and marketability of any Innovision Shares not acquired under the
Offer.
Following such de-listing, the Offeror intends to procure that Innovision
re-registers from a public limited company to a private limited company under
the relevant provisions of the Companies Act.
15. Break Fee and Implementation Agreement
The Offeror and Innovision have entered into an Implementation Agreement in
relation to the Offer which contains provisions regarding the implementation of
the Offer and certain confirmations and assurances between the parties. A
summary of the Implementation Agreement follows.
Break Fee
Innovision has agreed to pay the Offeror GBP300,000 (inclusive of any applicable
VAT) in cash on the first to occur of the following:
· Innovision terminates its discussions with the Offeror in connection with
the Offer;
· any Innovision Director recommends (or agrees in writing to recommend) a
Competing Proposal and the Offer is made but lapses or is withdrawn not having
been declared wholly unconditional;
· any Innovision Director fails to unanimously recommend on an unqualified
basis that Innovision Shareholders accept the Offer and the Offer is made but
lapses or is withdrawn not having been declared wholly unconditional;
· any Innovision Director withdraws, alters or adversely modifies the terms
of their recommendation of the Offer, and, in any such case, the Offer is made
but lapses or is withdrawn not having been declared wholly unconditional;
· one or more Competing Proposals is announced and one of such Competing
Proposals subsequently becomes or is declared unconditional or is completed;
· Innovision enters into any agreement or arrangement in relation to any
Competing Proposal which implements, or is made with a view to implementing the
same; or
· Innovision takes any action or proposes to its shareholders any
transaction which is within Rule 21 of the Code.
Nothing in the Implementation Agreement obliges Innovision to pay a break fee in
excess of that which would be permitted by law or that which the Panel
determines would be permitted by Rule 21.2 of the Code.
Innovision has agreed that it will not enter into an agreement in relation to a
Competing Proposal under which Innovision may be obliged to pay a break fee to a
Third Party.
Undertakings to implement the Offer
Innovision has agreed:
· subject to the Innovision Directors' common law fiduciary duties and their
statutory duties under the Companies Act, to procure that the Offer Document
will incorporate a unanimous and unqualified recommendation of the Innovision
Board to Innovision Shareholders to accept the Offer;
· subject to the Innovision Directors' common law fiduciary duties and their
statutory duties under the Companies Act, the rules of any applicable stock
exchange, the Code and applicable law, to procure that the recommendation of the
Innovision Board will not be varied, withdrawn, modified or qualified; and
· subject to the Innovision Directors' common law fiduciary duties and their
statutory duties under the Companies Act, to take all such reasonable steps as
are in its power and are reasonably necessary to implement the Offer.
Conduct of Business
Innovision has undertaken that it shall not:
· carry on its business other than in the ordinary course;
· recommend, declare, pay or make or propose to recommend, declare, pay or
make any bonus issue, dividend or other distribution;
· take any step which would reasonably be expected to have the effect of
delaying or preventing the satisfaction of the Conditions;
· take any action which would require Innovision Shareholder approval or
require the consent of the Panel under Rule 21 of the Code;
· incur any indebtedness for borrowed money other than existing facilities;
· encumber any assets of its business other than in the ordinary course of
trading;
· enter into any guarantee of the obligations of any person (other than a
member of the Innovision Group) except in the ordinary course of trading;
· enter into any hedging transactions except in the ordinary course of
trading;
· vary the terms of any material contractual arrangement to which Innovision
is a party; and
· enter into any agreement or assume any obligation to do any of the
foregoing.
Non-solicitation arrangements and information rights
Innovision has undertaken not, directly or indirectly, to solicit, initiate,
seek out or (save to the extent that the common law fiduciary duties and the
statutory duties of the Innovision Directors under the Companies Act so require)
otherwise encourage any person to become involved in a Competing Proposal. In
the case of a Third Party approach, Innovision has undertaken to inform the
Offeror promptly of such approach.
Innovision has also undertaken to provide certain details relating to any
request for information made to Innovision under Rule 20.2 of the Code and to
limit disclosure of information to a Third Party to that which has previously
been delivered or made available to the Offeror (subject to the Code).
Matching rights
Save as required by the Panel, Innovision has undertaken to procure that the
Innovision Board, following receipt of any Competing Proposal which represents a
premium to the price per share set out in the Offer, will not, within three
Business Days of such Competing Proposal being made, withdraw or qualify its
recommendation to Innovision Shareholders to accept the Offer, and, will
recommend any revised offer to be made by the Offeror which is higher than the
Competing Proposal and which is proposed within the same three Business Day
period.
Termination
The Implementation Agreement may be terminated in the following circumstances
(without prejudice to the parties' accrued rights):
· agreed in writing between the parties;
· upon written notice if the Offer has not been declared wholly
unconditional by 18 October 2010;
· upon written notice to the other party in the event of material breach by
the other party which, if capable of remedy, has not been remedied within five
Business Days of a written notice requesting the same;
· by express written notice from one party to the other if any Condition of
the Offer is not satisfied or waived;
· if the Offer lapses or is withdrawn;
· if the proposed acquisition is to be effected by way of a Scheme, if the
Scheme is not approved by Innovision Shareholders at a meeting convened by the
court to approve the Scheme and at any general meeting convened for the purposes
of enabling the Scheme to be effected;
· if a majority of the Innovision Directors publicly recommend a Competing
Proposal; or
· if the break fee is paid.
16. Reserving the Right to Proceed by Scheme of Arrangement
The Offeror reserves the right, with the consent of the Panel, to elect to
implement the Offer by way of a Scheme. If the Offeror elects to implement the
Offer by way of a Scheme, that Scheme will be implemented on the same terms
(subject to appropriate amendments), so far as applicable, as those which would
apply to the Offer.
17. Conditionality of the Offer
The Offer will be subject to the Conditions and the further terms set out in
Appendix I and the terms and conditions to be set out in the Offer Document when
issued. The Offer will be conditional upon, amongst other things the Offeror
receiving valid acceptances of the Offer in respect of not less than 90 per
cent. of the Innovision Shares to which the Offer relates (or such lower
percentage as the Offeror may decide provided that such Condition will not be
satisfied unless the Offeror and/or any other members of the Broadcom Group have
acquired or agreed to acquire, whether pursuant to the Offer or otherwise,
Innovision Shares carrying in aggregate more than 50 per cent. of the voting
rights then normally exercisable at general meetings of Innovision).
Broadcom believes that no material anti-trust or regulatory issues are likely to
arise in relation to the Offer.
18. Overseas Innovision Shareholders
The availability of the Offer to persons not resident in the UK may be affected
by the laws of the relevant jurisdiction. Any persons who are subject to the
laws of any jurisdiction other than the UK should inform themselves about 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.
19. Responsibility
The Broadcom Directors and the Offeror Directors accept responsibility for the
information contained in this announcement other than information relating to
Innovision and the Innovision Directors. To the best of the knowledge and
belief of such Broadcom Directors and Offeror Directors (each of whom has taken
all reasonable steps to ensure that such is the case), the information contained
in this announcement, for which they are responsible, is in accordance with the
facts and does not omit anything likely to affect the import of such
information.
The Innovision Directors accept responsibility for the information contained in
this announcement relating to Innovision and the Innovision Directors. To the
best of the knowledge and belief of the Innovision Directors (each of whom has
taken all reasonable steps to ensure that such is the case), the information
contained in this announcement, for which they are responsible, is in accordance
with the facts and does not omit anything likely to affect the import of such
information.
20. General
The Offer will be governed by English law and will be subject to the
jurisdiction of the English courts. The Offer will be subject to the applicable
requirements of the Code.
Appendix I sets out the conditions and principal further terms of the Offer.
Appendix II contains the sources and bases of certain information used in this
announcement. Certain terms used in this announcement are defined in Appendix
III.
The full terms of the Offer will be set out in the Offer Document and Form of
Acceptance which will be posted to Innovision Shareholders and, for information
only, to participants in the Innovision Share Schemes as soon as practicable
and, in any event (save with the consent of the Panel) within 28 days of the
date of this announcement.
Enquiries:
Broadcom:
Broadcom Investor Relations
+1. 949.926.5663
T. Peter Andrew
Vice President, Corporate Communications
Cenkos (financial adviser to Broadcom and the Offeror):
Nicholas Wells / Ivonne Cantu
+44.20.7397.8920
Innovision:
David Wollen/Brian McKenzie
+44.1285.888.200
KBC Peel Hunt Ltd (financial Adviser to Innovision):
Jonathan Marren/David Anderson
+44.20.7418.8900
ICIS (financial PR adviser to Innovision):
Caroline Evans-Jones/ Hilary Millar
+44.20.7651.8688
Cenkos, which is authorised and regulated in the United Kingdom by the Financial
Services Authority, is acting exclusively for Broadcom and the Offeror and no
one else in connection with the Offer and will not be responsible to anyone
other than Broadcom and the Offeror for providing the protections afforded to
its customers or for providing advice in relation to the Offer or in relation to
the contents of this announcement or any transaction or arrangement referred to
herein. Neither Cenkos nor any of its subsidiaries, branches or affiliates owes
or accepts any duty, liability or responsibility whatsoever (whether direct or
indirect, whether in contract, tort, under statute or otherwise) to any person
who is not a client of Cenkos in connection with this announcement, any
statement contained herein or otherwise.
KBC Peel Hunt, which is authorised and regulated in the United Kingdom by the
Financial Services Authority, is acting exclusively for Innovision and no one
else in connection with the Offer and will not be responsible to anyone other
than Innovision for providing the protections afforded to its customers or for
providing advice in relation to the Offer or in relation to the contents of this
announcement or any transaction or arrangement referred to herein. Neither KBC
Peel Hunt nor any of its subsidiaries, branches or affiliates owes or accepts
any duty, liability or responsibility whatsoever (whether direct or indirect,
whether in contract, tort, under statute or otherwise) to any person who is not
a client of KBC Peel Hunt in connection with this announcement, any statement
contained herein or otherwise.
This announcement is not intended to and does not constitute, or form any part
of, an offer or an invitation to purchase, subscribe for or otherwise acquire,
sell or dispose of any securities or the solicitation of any vote or approval in
any jurisdiction pursuant to the Offer or otherwise. The Offer will be made
solely through the Offer Document and the Form of Acceptance, which will
together contain the full terms and conditions of the Offer, 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 contained in the Offer
Document and the Form of Acceptance. The laws of relevant jurisdictions may
affect the availability of the Offer to persons not resident in the United
Kingdom. Persons who are not resident in the United Kingdom, or who are subject
to the laws of any jurisdiction other than the United Kingdom, should inform
themselves about and observe any applicable legal and regulatory requirements.
The Offer Document will be available for public inspection and in accordance
with Rule 19.11 of the Code, a copy of this announcement will be published on
the Broadcom website: http://www.broadcom.com and on the Innovision website:
http://www.innovision-group.com.
The Offer will not be made, directly or indirectly, in or into the United States
or by use of the mails of, or by any means or instrumentality (including,
without limitation, facsimile or other electronic transmission, telex or
telephone) of inter-state or foreign commerce of, or any facility of, a
national, state or other securities exchange of, the United States, nor will it
be made directly or indirectly in or into Canada, Australia or Japan and the
Offer will not be capable of acceptance by any such use, means, instrumentality
or facility or from within the United States, Canada, Australia or Japan or any
other such jurisdiction if to do so would constitute a violation of the relevant
laws of such jurisdiction. Accordingly, copies of this announcement are not
being, will not be and must not be mailed or otherwise forwarded, distributed or
sent in, into or from the United States, Canada, Australia or Japan or any other
such jurisdiction if to do so would constitute a violation of the relevant laws
of such jurisdiction and persons receiving this announcement (including without
limitation custodians, nominees and trustees) must not mail, forward, distribute
or send it in, into or from the United States, Canada, Australia or Japan or any
other such jurisdiction if to do so would constitute a violation of the relevant
laws of such jurisdiction. Any person (including, without limitation,
custodians, nominees and trustees) 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 the Form of Acceptance 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 any relevant
jurisdiction.
This announcement has been prepared for the purposes of complying with English
law and the Code and the information disclosed may not be the same as that which
would have been disclosed if this announcement had been prepared in accordance
with the laws and regulations of any jurisdiction outside of England.
Cautionary statement regarding forward-looking statements
This announcement may contain forward-looking statements concerning the Offeror,
Broadcom, Broadcom Group, Innovision and the Innovision Group. Generally, the
words 'will', 'may', 'should', 'continue', 'believes', 'expects', 'intends',
'anticipates' or similar expressions identify forward-looking statements. The
forward-looking statements involve risks and uncertainties that could cause
actual results to differ materially from those suggested by them. Many of these
risks and uncertainties relate to factors that are beyond the companies'
abilities to control or estimate precisely, such as future market conditions and
the behaviours of other market participants, and, therefore, undue reliance
should not be placed on such statements which speak only as at the date of this
announcement. None of the Offeror, Broadcom, any member of the Broadcom Group,
Innovision or any member of the Innovision Group can give any assurance that
such forward looking statements will prove to have been correct. The reader is
cautioned not to place undue reliance on these forward-looking statements, which
speak only as of the date of this announcement. None of the Offeror, Broadcom,
any member of the Broadcom Group, Innovision or any member of the Innovision
Group assumes any obligation to update or revise publicly any of the
forward-looking statements set out herein, whether as a result of new
information, future events or otherwise, except as required by the Code or
pursuant to applicable law.
Rule 2.10 Disclosure
In accordance with Rule 2.10 of the Code, Innovision confirms that, as at 17
June 2010 it has 91,556,121 Innovision Shares in issue all with equal voting
rights. The total number of voting rights in Innovision is therefore
91,556,121. The International Securities Identification Number for the
Innovision Shares is GB0030308448.
Dealing disclosure requirements
Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of any
class of relevant securities of Innovision must make an Opening Position
Disclosure following the commencement of the offer period. 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 Innovision. An
Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made
by no later than 3.30 pm (London time) on the 10th business day following the
commencement of the offer period. Relevant persons who deal in the relevant
securities of Innovision prior to the deadline for making an Opening Position
Disclosure must instead make a Dealing Disclosure.
Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1%
or more of any class of relevant securities of Innovision must make a Dealing
Disclosure if the person deals in any relevant securities of Innovision. 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 Innovision, 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 (London time) on
the business day following the date of the relevant dealing.
If two or more persons act together pursuant to an agreement or understanding,
whether formal or informal, to acquire or control an interest in relevant
securities of Innovision, they will be deemed to be a single person for the
purpose of Rule 8.3.
Opening Position Disclosures must also be made by Innovision and the Offeror and
Dealing Disclosures must also be made by Innovision, the Offeror and by any
persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).
Details of the 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. If you are in any
doubt as to whether you are required to make an Opening Position Disclosure or a
Dealing Disclosure, you should contact the Panel's Market Surveillance Unit on
+44.20.7638.0129.
Certain of the terms used above in this section "Disclosure Requirements of the
Takeover Code" are defined in the Code, which can also be found on the Panel's
website.
Not for release, publication or distribution, in whole or in part, in, into or
from the United States, Canada, Australia, Japan or any other jurisdiction where
to do so would constitute a violation of the relevant laws of such jurisdiction.
APPENDIX I
CONDITIONS AND PRINCIPAL FURTHER TERMS OF THE OFFER
1. Conditions of the Offer
The Offer will be subject to the following Conditions (as amended if
appropriate):
(a) valid acceptances being received (and not, where permitted,
withdrawn) by not later than 1.00 pm on the first closing date of the Offer,
being 09 July 2010 (or such later time(s) and/or date(s) as the Offeror may,
with the consent of the Panel or in accordance with the rules of the Code,
decide) in respect of not less than 90 per cent. (or such lesser percentage as
the Offeror may decide) in nominal value of the Innovision Shares to which the
Offer relates and not less than 90 per cent. (or such lesser percentage as the
Offeror may decide) of the voting rights carried by the Innovision Shares to
which the Offer relates, provided that, unless agreed by the Panel, this
condition will not be satisfied unless the Offeror and/or its wholly-owned
subsidiaries have acquired or agreed to acquire (pursuant to the Offer or
otherwise), directly or indirectly, Innovision Shares carrying, in aggregate,
over 50 per cent. of the voting rights then normally exercisable at a general
meeting of Innovision (including for this purpose, to the extent (if any)
required by the Panel, any such voting rights attaching to any shares which are
unconditionally allotted or issued before the Offer becomes or is declared
unconditional as to acceptances, whether pursuant to the exercise of conversion
or subscription rights or otherwise); and for this purpose (i) the expression
"Innovision Shares to which the Offer relates" shall be construed in accordance
with Chapter 3 of Part 28 of the Companies Act; (ii) Innovision Shares which
have been unconditionally allotted but not issued shall be deemed to carry the
voting rights which they will carry upon entry into the register of members of
Innovision; (iii) valid acceptances shall be treated as having been received in
respect of Innovision Shares which are treated for the purposes of Chapter 3 of
Part 28 of the Companies Act as having been acquired or contracted to be
acquired by the Offeror by virtue of acceptances of the Offer; and (iv) shares
that cease to be held in treasury are Innovision Shares to which the Offer
relates;
(b) no government or governmental, quasi-governmental, supranational,
statutory or regulatory body, or any court, institution, investigative body,
association, trade agency or professional or environmental body or (without
prejudice to the generality of the foregoing) any other person or body in any
jurisdiction (each, a "Relevant Authority") having, since the date of this
announcement, decided to take, instituted, implemented or threatened any action,
proceedings, suit, investigation or enquiry or enacted, made or proposed any
statute, regulation or order or otherwise taken any other step or done any
thing, and there not being outstanding any statute, legislation or order, that
would or might reasonably be expected to:
(i) restrict, restrain, prohibit, delay, impose additional material
conditions or obligations with respect to, or otherwise interfere with the
implementation of, the Offer or the acquisition of any Innovision Shares by the
Offeror or any matters arising therefrom;
(ii) result in a material delay in the ability of the Offeror, or render
the Offeror unable, to acquire some or all of the Innovision Shares;
(iii) require, prevent, materially delay or adversely affect the
divestiture by any member of the Wider Offeror Group or any member of the Wider
Innovision Group of all or any portion of their respective businesses, assets or
property or impose any limitation on the ability of any of them to conduct their
respective businesses or own their respective assets or properties or any part
thereof in a manner or to an extent which is material in the context of the
Wider Offeror Group or the Wider Innovision Group, respectively, taken as a
whole;
(iv) impose any material limitation on the ability of any member of the
Wider Offeror Group to acquire or hold or exercise effectively, directly or
indirectly, all rights of all or any of the Innovision Shares (whether acquired
pursuant to the Offer or otherwise);
(v) except pursuant to the Offer or Chapter 3 of Part 28 of the Companies
Act require any member of the Wider Offeror Group or the Wider Innovision Group
to acquire or offer to acquire any shares or other securities or rights
thereover in any member of the Wider Innovision Group or the Wider Offeror Group
owned by any third party;
(vi) make the Offer or its implementation or the proposed acquisition of
Innovision or any member of the Wider Innovision Group or of any Innovision
Shares or any other shares or securities in, or control of, Innovision by the
Offeror or Broadcom, illegal, void or unenforceable in or under the laws of any
relevant jurisdiction;
(vii) impose any material limitation on the ability of any member of the
Wider Offeror Group or the Wider Innovision Group to integrate or co-ordinate
its business, or any part of it, with the business of any other member of the
Wider Innovision Group or the Wider Offeror Group respectively;
(viii) result in any member of the Wider Offeror Group or Wider Innovision
Group ceasing to be able to carry on business in a manner in which it presently
does so and which is material in the context of the Wider Offeror Group or Wider
Innovision Group (in each case taken as a whole); or
(ix) otherwise adversely affect any or all of the business, assets,
prospects or profits of any member of the Wider Offeror Group or the Wider
Innovision Group or the exercise of rights over shares of any company in the
Innovision Group, to an extent material to the Wider Innovision Group taken as a
whole;
and all applicable waiting and other time periods during which such Relevant
Authority could institute, implement or threaten any such action, proceeding,
suit, investigation, enquiry or reference or otherwise intervene under the laws
of the relevant jurisdiction having expired, lapsed or been terminated;
(c) all authorisations, orders, grants, consents, clearances, licences,
permissions and approvals ("Authorisations"), in any jurisdiction, necessary or
reasonably considered appropriate for or in respect of the Offer, the proposed
acquisition of any shares or securities in, or control of, Innovision or any
member of the Wider Innovision Group by any member of the Wider Offeror Group
being obtained in terms reasonably satisfactory to the Offeror from all
appropriate Relevant Authorities or (without prejudice to the generality of the
foregoing) from any persons or bodies with whom any members of the Wider
Innovision Group has entered into contractual arrangements (in each case where
the absence of such Authorisations would have a material adverse effect on the
Wider Innovision Group as a whole) and such Authorisations remaining in full
force and effect at the time at which the Offer becomes unconditional in all
respects and there being no intimation of any intention to revoke or not to
renew the same and all filings necessary in connection with the Offer having
been made, all appropriate waiting and other time periods (including extensions
thereto) under any applicable legislation and regulations in any relevant
jurisdiction having expired, lapsed or been terminated and all necessary
statutory or regulatory obligations in any relevant jurisdiction in respect of
the Offer or the proposed acquisition of Innovision by the Offeror or of any
Innovision Shares or any matters arising therefrom having been complied with;
(d) save as Publicly Announced or as Fairly Disclosed there being no
provision of any agreement, instrument, permit, licence or other arrangement to
which any member of the Wider Innovision Group is a party or by or to which it
or any of its assets may be bound or subject which, as a consequence of the
Offer or the acquisition of Innovision or because of a change in the control or
management of Innovision or any member of the Innovision Group by the Offeror
would or could reasonably be expected to result in (to an extent which would be
material and adverse in the context of the Wider Innovision Group (taken as a
whole):
(i) an amount of any money borrowed by, or of other indebtedness, actual
or contingent, of, or grant available to, any member of the Wider Innovision
Group becoming or being capable of being declared repayable immediately or
earlier than the repayment date stated in such agreement, instrument or other
arrangement or the ability of any member of the Wider Innovision Group to incur
an amount of indebtedness being withdrawn, inhibited or adversely affected;
(ii) any mortgage, charge or other security interest being created over
the whole or any part of the business, property or assets of any member of the
Wider Innovision Group otherwise than solely by operation of law in the ordinary
course of business or any such security (whenever arising) being enforced;
(iii) any such agreement, instrument, permit, licence or other
arrangement, or any right, interest, liability or obligation of any member of
the Wider Innovision Group therein, being terminated or adversely modified or
affected or any action being taken or obligation or liability arising
thereunder;
(iv) the value of any member of the Wider Innovision Group or its
financial or trading position being prejudiced or adversely affected;
(v) any material asset or, other than in the ordinary course of business,
any asset of the Wider Innovision Group being charged or disposed of or ceasing
to be available to any member of the Wider Innovision Group;
(vi) the rights, liabilities, obligations or interests or business of any
member of the Wider Innovision Group in or with any other person, firm or
company (or any arrangement relating to such interest or business) being
terminated, modified or adversely affected;
(vii) any liability (actual or contingent) being created or accelerated;
(viii) any member of the Wider Innovision Group ceasing to be able to carry
on business under any name under which it currently does so;
(e) since 31 March 2010 and save as Publicly Announced or as Fairly
Disclosed, no member of the Innovision Group having:
(i) issued or agreed to issue or authorised or proposed the issue of
additional shares of any class or issued or authorised or proposed the issue of
or granted securities convertible into or rights, warrants or options to
subscribe for or acquire such shares or convertible securities or redeemed,
purchased or reduced or announced any intention to do so or made any other
change to any part of its share capital, save for options granted or awards made
pursuant to the Innovision Share Schemes and Innovision Shares allotted upon
exercise of options, and save as between Innovision and its wholly owned
subsidiaries;
(ii) sold or transferred or agreed to sell or transfer any Innovision
Shares held in treasury;
(iii) recommended, declared, paid or made or proposed to recommend,
declare, pay or make any dividend, bonus or other distribution other than
dividends lawfully paid to Innovision or wholly-owned subsidiaries of
Innovision;
(iv) authorised or proposed or announced its intention to propose any
acquisition or disposal or transfer of assets or shares or any change in its
share or loan capital other than between Innovision and its wholly owned
subsidiaries;
(v) issued or authorised or proposed the issue of any debentures or loan
securities or, other than in the ordinary course of business, incurred or
increased any indebtedness or contingent liability (other than between
Innovision and its wholly owned subsidiaries) and in each such case which is
material in the context of the Wider Innovision Group;
(vi) disposed of or transferred, mortgaged or encumbered any material
asset or any right, title or interest in any material asset or entered into or
varied any contract, commitment or arrangement (whether in respect of capital
expenditure or otherwise) which is of a long term or unusual nature or which
involves or could involve an obligation of a nature or magnitude which is
material or authorised or proposed such a transaction (other than between
Innovision and its wholly owned subsidiaries);
(vii) entered into or varied or proposed to enter into or vary any
contract, reconstruction, amalgamation, arrangement or other transaction which
is of a long term or unusual or onerous nature or is otherwise than in the
ordinary course of business (other than between Innovision and its wholly owned
subsidiaries) and in each such case which is material in the context of the
Wider Innovision Group taken as a whole;
(viii) entered into, or varied the terms of, any contract or agreement with
any of the directors of Innovision;
(ix) taken or proposed any corporate action or had any legal proceedings
started or threatened against it for its winding-up, dissolution or
reorganisation or for the appointment of a receiver, administrator,
administrative receiver, trustee or similar officer of all or any of its assets
and revenues;
(x) waived or compromised any claim which is material in the context of
the Wider Innovision Group taken as a whole, other than in the ordinary course
of business;
(xi) in any respect which is material in the context of the Wider
Innovision Group taken as a whole (i) taken any action with respect to, adopt,
enter into, terminate or amend any severance, change in control, retirement,
retention, welfare, incentive or similar agreement, arrangement or benefit plan
for the benefit or welfare of any current or former director, officer or
employee or any collective bargaining agreement, (ii) increased in any respect
the remuneration or benefits of, or pay any bonus to, any director, officer or
employee (iii) amended or accelerated the payment, right to payment or vesting
of any remuneration or benefits, including any outstanding options (iv) granted
any awards under any bonus, incentive, performance or other remuneration plan or
arrangement or benefit plan, including the grant of share options, or the
removal of existing restrictions in any benefit plans or agreements or awards
made thereunder;
(xii) made any amendment to its memorandum or articles of association or
other constitutional documents;
(xiii) made or agreed or consented to:
(A) any significant change to:
(B) any change to the trustees including the appointment of a trust
corporation;
(xiv) entered into any contract, transaction or arrangement which is
restrictive to any significant extent on the business of any member of the Wider
Innovision Group or the Wider Offeror Group (in each case taken as a whole)
other than in the ordinary course of business;
(xv) otherwise than in the ordinary course of business, entered into or
joined any group, organisation or consortium whereby Innovision is obligated to
provide intellectual property;
(xvi) entered into any contract, commitment or agreement with respect to any
of the transactions or events referred to in this condition (f); or
(xvii) been unable or admitted in writing that it is unable to pay its debts
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;
(f) since 31 March 2010 and save as Publicly Announced or as Fairly
Disclosed:
(i) no litigation, arbitration, prosecution or other legal proceedings
having been instituted, announced or threatened or remaining outstanding by or
against any member of the Wider Innovision Group or to which any member of the
Wider Innovision Group is or may become a party (whether as claimant, defendant
or otherwise in each such case which is material in the context of the Wider
Innovision Group taken as a whole);
(ii) no material adverse change or deterioration having occurred in the
business, assets, financial or trading position, profits or prospects of any
member of the Wider Innovision Group which is material in the context of the
Wider Innovision Group taken as a whole;
(iii) no steps having been taken which would or are reasonably likely to
result in the withdrawal, cancellation, termination or modification of any
licence held by any member of the Wider Innovision Group which is necessary for
the proper carrying on of its business;
(iv) no investigation by, or complaint or reference to, any Relevant
Authority (other than any trade body as a result of the Offer) against or in
respect of the Wider Innovision Group having been threatened, announced,
implemented or instituted or remaining outstanding by, against, or in respect
of, any member of the Wider Innovision Group; or
(v) otherwise than in the ordinary course and in the context of the
Offer, no material liability (actual, contingent or otherwise) having arisen;
(g) save as Fairly Disclosed, the Offeror not having discovered that:
(i) any business, financial or other information concerning any member
of the Innovision Group disclosed, or Publicly Announced at any time by or on
behalf of any member of the Innovision Group, either contains a
misrepresentation of fact or omits to state a fact necessary to make the
information contained therein not misleading and a correction of which was not
subsequently Publicly Announced and which in either such case, is material in
the context of the Wider Innovision Group taken as a whole; or
(ii) any member of the Wider Innovision Group is subject to any
liability, actual or contingent, which is not disclosed in the annual report and
accounts of Innovision for the financial year ended 31 March 2010 or which has
been Publicly Announced and which is material in the context of the Wider
Innovision Group taken as a whole; or
(iii) any member of the Wider Innovision Group is subject to any
liability, actual or contingent, which is improperly disclosed in the annual
report and accounts of Innovision for the financial year ended 31 March 2010 or
which has been Publicly Announced, which is material in the context of the Wider
Innovision Group taken as a whole and which requires a restatement of such
annual report and accounts and any annual reports and accounts of Innovision in
any previous financial years;
(h) save as Publicly Announced, Fairly Disclosed or as disclosed in the
annual report and accounts for the year ended 31 March 2010, the Offeror not
having discovered that:
(i) any past or present member of the Wider Innovision Group has not
complied with all applicable legislation or regulations of any relevant
jurisdiction with regard to the storage, disposal, discharge, spillage, leak or
emission of any waste or hazardous substance or any substance likely to impair
the environment or to harm human health or otherwise relating to environmental
matters (which non-compliance would be likely to give rise to any liability
(whether actual or contingent) on the part of any member of the Wider Innovision
Group) or that there has otherwise been any such disposal, discharge, spillage,
leak or emission (whether or not the same constituted a non-compliance by any
person with any such legislation or regulations and wherever the same may have
taken place) which in any such case would be likely to give rise to any
liability (whether actual or contingent) on the part of any member of the Wider
Innovision Group which in any case is material in the context of the Wider
Innovision Group taken as a whole;
(ii) there is or is likely to be any liability (whether actual or
contingent) to make good, repair, reinstate or clean up any property now or
previously owned, occupied or made use of by any past or present member of the
Wider Innovision Group or any controlled waters under any environmental
legislation, regulation, notice, circular or order of any Relevant Authority or
third party or otherwise which in any case is material in the context of the
Wider Innovision Group taken as a whole;
(iii) circumstances exist (whether as a result of the making of the Offer
or otherwise) which would be likely to lead to any Relevant Authority
instituting or any member of the Wider Innovision Group or the Wider Offeror
Group being required to institute, an environmental audit or take any other
steps which in any such case would be likely to result in any material actual or
contingent liability to improve or install new plant or equipment or make good,
repair, re-instate or clean up any land or other asset now or previously owned,
occupied or made use of by any member of the Wider Innovision Group;
(iv) the Wider Innovision Group has not complied with any applicable law
or regulation governing the conduct of its business in any respect which is
material in the context of the Wider Innovision Group taken as a whole;
(v) any contract, agreement or other arrangement which is restrictive to
a material extent on the business of any member of the Wider Innovision Group or
the Wider Offeror Group which is material in the context of the Wider Innovision
Group taken as a whole; or
(vi) the conduct of the business of the Wider Innovision Group infringes
the intellectual property rights of any third party in any respect which is
material in the context of the Wider Innovision Group taken as a whole.
2. Certain further terms of the Offer
(a) The Offeror reserves the right to waive, in whole or in part, all or
any of the Conditions above, except for Condition 1(a).
(b) Conditions 1(b) to 1(h) (inclusive) must be fulfilled, treated by the
Offeror as satisfied, or waived, by midnight on the 21st day after the later of
the first closing date of the Offer and the date on which Condition 1(a) is
fulfilled (or in each such case such later date as the Offeror may, with the
consent of the Panel, decide). The Offeror shall be under no obligation to
waive or treat as satisfied any of Conditions 1(b) to 1(h) (inclusive) by a date
earlier than the latest date specified above for the satisfaction thereof,
notwithstanding that the other Conditions of the Offer may at such earlier date
have been waived or fulfilled and that there are at such earlier date no
circumstances indicating that any of such Conditions may not be capable of
fulfilment.
(c) If the Offeror is required by the Panel to make an offer for
Innovision Shares under the provisions of Rule 9 of the Code, the Offeror may
make such alterations to any of the above Conditions as are necessary to comply
with the provisions of that Rule.
(d) Innovision Shares acquired under the Offer will be acquired fully paid
and free from all liens, equities, charges, encumbrances, options, rights of
pre-emption and any other third party rights and interests of any nature and
together with all rights now or hereafter attaching or accruing to them,
including voting rights and the right to receive and retain in full all
dividends and other distributions (if any) declared, made or paid on or after
the date of this announcement.
(e) The Offeror reserves the right, with the agreement of the Innovision
Board and the Panel (if required), to elect to implement the Offer by way of
scheme(s) of arrangement pursuant to Part 26 of the Companies Act. In such
event, such offer will be implemented on the same terms (subject to appropriate
amendments as may be required by law or regulation), so far as applicable, as
those that would apply to the Offer. In particular, Condition 1(a) will not
apply and the Scheme will become effective and binding following:
(i) approval of the Scheme at the court meeting (or any adjournment
thereof) by a majority of the Innovision Shareholders present and voting either
in person or by proxy representing 75 per cent. or more in value of Innovision
Shareholders;
(ii) the resolutions required to approve and implement the Scheme being
those set out in the notice of general meeting of the Innovision Shareholders
being passed by the requisite majority at such general meeting; and
(iii) the sanction of the Scheme and confirmation of any associated
reduction of capital by the Court (in each case with or without modification,
and any such modification to be on terms reasonably acceptable to Innovision and
the Offeror) and an office copy of the order of the Court sanctioning the Scheme
and confirming the cancellation of share capital which forms part of it being
delivered for registration to the Registrar of Companies and being registered by
him.
(f) The Offer will be on the terms and will be subject to the Conditions
set out in paragraph 1 above, those terms which will be set out in the Offer
Documentation and such further terms as may be required to comply with the
provisions of the Code.
(g) The Offer will lapse (unless otherwise agreed with the Panel) if:
(i) it is referred to the Competition Commission under section 33(1) of
the Enterprise Act 2002;
(ii) the European Commission initiates proceedings under Article 6(1)(c)
of Council Regulation (EC) 139/2004; or
(iii) it is referred to the Competition Commission following a referral by
the European Commission to a competent authority in the United Kingdom under
Article 9 of Council Regulation (EC) 139/2004,
before either 1.00 p.m. on the first closing date of the Offer or the date on
which the Offer becomes or is declared unconditional as to acceptances,
whichever is the later.
APPENDIX II
BASES AND SOURCES OF INFORMATION
(a) The maximum value placed by the Offer on the entire issued share
capital of Innovision and other statements made by reference to the existing
issued share capital of Innovision are based upon 91,556,121 Innovision Shares
in issue on 17 June 2010 (being the last practicable Business Day prior to
publication of this announcement).
(b) The Closing Prices of Innovision Shares represent the closing middle
market prices for Innovision Shares on the relevant dates.
(a) The closing selling share price of Broadcom's common shares on the
Nasdaq Global Select Market on 16 June 2010 (being the latest practicable date
prior to the publication of this document) was USD 36.19. The market
capitalisation of Broadcom has been based on the sum of 440.7 million shares of
Class A common stock, and 55.7 million shares of Class B common stock
outstanding (as disclosed in Broadcom's Quarterly Report on Form 10-Q filed with
the U.S. Securities & Exchange Commission on 27 April 2010 for the quarterly
period ended 31 March 2010); multiplied by the 16 June 2010 share price.
.
APPENDIX III
DEFINITIONS
The following words shall have the following meaning throughout this
announcement, unless the context requires otherwise:
+-----------------------+------------------------------------------+
| "acting in concert" | the same meaning as set out in the Code |
+-----------------------+------------------------------------------+
| "AIM" | the market of that name operated by |
| | London Stock Exchange |
+-----------------------+------------------------------------------+
| "Authorisations" | the meaning given in paragraph 1(c) of |
| | Appendix I to this announcement |
+-----------------------+------------------------------------------+
| "Broadcom" | Broadcom Corporation |
+-----------------------+------------------------------------------+
| "Broadcom Board" or | the board of directors of Broadcom |
| "Broadcom Directors" | |
+-----------------------+------------------------------------------+
| "Broadcom Group" | Broadcom and its subsidiary undertakings |
+-----------------------+------------------------------------------+
| "Business Day" | a day, not being an English public |
| | holiday, Saturday or Sunday, on which |
| | clearing banks in London are open for |
| | normal business |
+-----------------------+------------------------------------------+
| "Canada" | Canada, its provinces and territories |
| | and all areas subject to its |
| | jurisdiction and any political |
| | sub-division thereof |
+-----------------------+------------------------------------------+
| "Cenkos" | Cenkos Securities plc, financial adviser |
| | to Broadcom and the Offeror |
+-----------------------+------------------------------------------+
| "Code" | the City Code On Takeovers And Mergers |
| | as issued and amended from time to time |
| | by the Panel |
+-----------------------+------------------------------------------+
| "Closing Price" | the closing middle market quotation of |
| | an Innovision Share as derived from the |
| | AIM appendix to the Daily Official List |
+-----------------------+------------------------------------------+
| "Companies Act" | the Companies Act 2006 |
+-----------------------+------------------------------------------+
| "Competing Proposal" | (i) an offer for or the proposed |
| | acquisition of 50 per cent. or more of |
| | the issued share capital of Innovision |
| | made by or on behalf of a Third |
| | Party;(ii) a scheme of arrangement |
| | between Innovision and some or all of |
| | its members or a merger under parts 26 |
| | and/or 27 of the Companies Act, the |
| | effect of which is or would (if approved |
| | and implemented) be to vest control of |
| | Innovision in a Third Party; |
| | (iii) any transaction whereby a Third |
| | Party seeks to acquire all or |
| | substantially all of the business of the |
| | Innovision Group; |
| | (iv) a combination of all or |
| | substantially all of the business of the |
| | Innovision Group with any Third Party; |
| | or |
| | (v) a joint venture with or involving a |
| | Third Party relating to substantially |
| | all of the business of the Innovision |
| | Group |
+-----------------------+------------------------------------------+
| "Competition | the UK Competition Commission |
| Commission" | |
+-----------------------+------------------------------------------+
| "Conditions" | the conditions to the Offer which are |
| | set out in Appendix I to this |
| | announcement |
+-----------------------+------------------------------------------+
| "Court" | the High Court of Justice of England and |
| | Wales |
+-----------------------+------------------------------------------+
| "Daily Official List" | the daily official list of the London |
| | Stock Exchange |
+-----------------------+------------------------------------------+
| "Disclosed | any information which has either (i) |
| Information" | been uploaded to the online data room |
| | created by Innovision to which the |
| | Offeror and its advisers have been given |
| | access or (ii) disclosed (in writing) by |
| | or on behalf of the Innovision Group or |
| | any of its advisers to Offeror in each |
| | case prior to the date of this |
| | announcement |
+-----------------------+------------------------------------------+
| "Fairly Disclosed" | disclosed to the extent apparent on the |
| | face of the documents comprising the |
| | Disclosed Information, with no further |
| | investigation by the Offeror |
+-----------------------+------------------------------------------+
| "Form of Acceptance" | the form of acceptance and authority to |
| | be issued in connection with the Offer |
| | and which will accompany the Offer |
| | Document |
+-----------------------+------------------------------------------+
| "Financial Services | the Financial Services Authority in its |
| Authority" | capacity as the competent authority for |
| | the purpose of Part IV of the Financial |
| | Services and Markets Act 2000 (as |
| | amended) |
+-----------------------+------------------------------------------+
| "Holder" | a registered holder of Innovision Shares |
+-----------------------+------------------------------------------+
| "Implementation | the agreement between Innovision and the |
| Agreement" | Offeror relating to the implementation |
| | of the Offer |
+-----------------------+------------------------------------------+
| "Innovision" or the | Innovision Research & Technology plc, a |
| "Company" | company registered in England and Wales |
| | under company number 03024348 with its |
| | registered office at 33 Sheep Street, |
| | Cirencester, Gloucestershire, GL7 1RQ |
+-----------------------+------------------------------------------+
| "Innovision Board" | all of the directors of Innovision |
+-----------------------+------------------------------------------+
| "Innovision Director" | a director of Innovision |
+-----------------------+------------------------------------------+
| "Innovision Group" | Innovision and its subsidiary |
| | undertakings |
+-----------------------+------------------------------------------+
| "Innovision | a holder of options or awards under an |
| Optionholders" or | Innovision Share Scheme |
| "Optionholder" | |
+-----------------------+------------------------------------------+
| "Innovision Share | each and any of: |
| Schemes" | (i) the Innovision Limited Unapproved |
| | Share Option Scheme 2000 adopted 10 |
| | February 2000; |
| | (ii) the Innovision Company Share Option |
| | Plan adopted 11 December 2000; |
| | (iii) the Innovision Long Term Incentive |
| | Plan; and |
| | (iv) the Innovision Enterprise |
| | Management Incentive Share Option Plan |
+-----------------------+------------------------------------------+
| "Innovision | holders of Innovision Shares |
| Shareholders" | |
+-----------------------+------------------------------------------+
| "Innovision Shares" | the existing unconditionally allotted or |
| | issued and fully paid (or credited as |
| | fully paid) ordinary shares of GBP0.01 |
| | each in the capital of Innovision and |
| | any further such shares which are |
| | unconditionally allotted or issued on or |
| | prior to the date on which the Offer |
| | closes or, subject to the provisions of |
| | the Code, such earlier date or dates as |
| | the Offeror may decided, but excluding |
| | in both cases any such shares held or |
| | which become held in treasury |
+-----------------------+------------------------------------------+
| "Japan" | Japan, its provinces and territories and |
| | all areas subject to its jurisdiction |
| | and any political sub-division |
+-----------------------+------------------------------------------+
| "KBC Peel Hunt" | KBC Peel Hunt Ltd, financial adviser to |
| | Innovision |
+-----------------------+------------------------------------------+
| "London Stock | London Stock Exchange plc |
| Exchange" | |
+-----------------------+------------------------------------------+
| "NASDAQ" | the NASDAQ Stock Market |
+-----------------------+------------------------------------------+
| "Offer" | the recommended cash offer to be made by |
| | the Offeror to acquire all of the |
| | Innovision Shares on the terms and |
| | conditions set out in this announcement |
| | and on and subject to the full terms and |
| | conditions to be set out in the Offer |
| | Document and, where the context so |
| | requires, any subsequent revision, |
| | variation, extension or renewal thereof |
+-----------------------+------------------------------------------+
| "Offer Document" | the document to be posted to Innovision |
| | Shareholders and others following the |
| | date of this announcement containing, |
| | amongst other things, the terms and |
| | conditions of the Offer and certain |
| | information about Innovision, the |
| | Innovision Group, Broadcom and the |
| | Offeror |
+-----------------------+------------------------------------------+
| "Offer Period" | the period commencing on 18 June 2010, |
| | and ending on the date on which the |
| | Offer becomes or is declared wholly |
| | unconditional or lapses or is withdrawn |
+-----------------------+------------------------------------------+
| "Offer Price" | 35.0 pence per Innovision Share |
+-----------------------+------------------------------------------+
| "Offeror" | Broadcom International Limited, a |
| | private limited liability company |
| | registered in the Cayman Islands under |
| | company number 125769 with its |
| | registered office at P.O. Box 709 GT, |
| | 4th Floor, Zephyr House, 122 Mary |
| | Street, Grand Cayman, KY1-1107, Cayman |
| | Islands , British West Indies |
+-----------------------+------------------------------------------+
| "Offeror Board" or | the board of directors of the Offeror |
| "Offeror Directors" | |
+-----------------------+------------------------------------------+
| "Panel" | means the Panel on Takeovers and Mergers |
+-----------------------+------------------------------------------+
| "Pound Sterling" or | UK pound sterling (and references to |
| "GBP" | "pence" shall be construed accordingly) |
+-----------------------+------------------------------------------+
| "Publicly Announced" | announced publicly and delivered to a |
| | Regulatory Information Service |
+-----------------------+------------------------------------------+
| "Registrar of | the Registrar of Companies in England |
| Companies" | and Wales |
+-----------------------+------------------------------------------+
| "Regulatory | any information service authorised from |
| Information Service" | time to time by the Financial Services |
| | Authority for the purpose of |
| | disseminating regulatory announcements; |
+-----------------------+------------------------------------------+
| "Relevant Authority" | the meaning given in sub-paragraph 1(b) |
| | of Appendix I to this announcement |
+-----------------------+------------------------------------------+
| "Rule" | means a rule of the Code |
+-----------------------+------------------------------------------+
| "subsidiary", | for the purposes of this announcement |
| "subsidiary | "subsidiary", "subsidiary undertaking", |
| undertaking", | and "undertaking" have the meanings |
| "associated | given by the Companies Act and |
| undertaking" or | "associated undertaking" has the meaning |
| "undertaking" | given by paragraph 19 of Schedule 6 to |
| | the Large and Medium-sized Companies and |
| | Groups (Accounts and Reports) |
| | Regulations 2008 other than paragraph |
| | 19(1)(b) of Schedule 6 to those |
| | Regulations |
+-----------------------+------------------------------------------+
| "Scheme" | a scheme of arrangement (as that term is |
| | defined in the Companies Act) under Part |
| | 26 of the Companies Act between |
| | Innovision and the Innovision |
| | Shareholders (should the Offeror elect |
| | to acquire Innovision by way of a scheme |
| | of arrangement); |
+-----------------------+------------------------------------------+
| "Substantial | a direct or indirect interest in 20 per |
| Interest" | cent. or more of the voting or equity |
| | capital (or equivalent) of an |
| | undertaking |
+-----------------------+------------------------------------------+
| "Third Party" | means any person other than the Offeror |
| | or an associate (as defined in the Code) |
| | of the Offeror |
+-----------------------+------------------------------------------+
| "United Kingdom" or | United Kingdom of Great Britain and |
| "UK" | Northern Ireland and its dependent |
| | territories |
+-----------------------+------------------------------------------+
| "United States", "US" | the United States of America, its |
| or "USA" | territories and possessions, any state |
| | of the United States and the District of |
| | Columbia |
+-----------------------+------------------------------------------+
| "USD" | US dollars, the lawful currency of the |
| | United States |
+-----------------------+------------------------------------------+
| "Wider Innovision | Innovision and its subsidiary |
| Group" | undertakings, associated undertakings |
| | and any other undertaking in which |
| | Innovision and/or any such subsidiary or |
| | associated undertakings (aggregating |
| | their interests) has or together have a |
| | Substantial Interest |
+-----------------------+------------------------------------------+
| "Wider Offeror Group" | Broadcom and its subsidiary |
| | undertakings, associated undertakings |
| | and any other undertaking in which |
| | Broadcom and/or any such subsidiary or |
| | associated undertakings (aggregating |
| | their interests) has or together have a |
| | Substantial Interest |
+-----------------------+------------------------------------------+
Certain other capitalised terms not otherwise defined above are defined and used
elsewhere in this document. Words importing the singular shall include the
plural and vice versa.
All times referred to this document are London times unless stated otherwise.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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