Laborie Medical Technologies Europe Irrevocable Undertakings (3371T)

TIDMMDW

RNS Number : 3371T

Laborie Medical Technologies Europe

18 November 2013

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

For immediate release

18 November 2013

Laborie Medical Technologies Europe Limited

Recommended Cash Offer for Mediwatch plc (to be implemented by way of a scheme of arrangement under Part 26 of the Companies Act 2006)

Following the announcement made this morning pursuant to Rule 2.7 of the City Code on Takeovers and Mergers (the "City Code") in relation to the recommended cash offer for Mediwatch by Laborie Medical Technologies Europe Limited ("Laborie") (the "Announcement"), Laborie is pleased to announce that it has received further irrevocable undertakings to vote (or procure the vote) in favour of the Scheme at the Court Meeting and the Special Resolution at the General Meeting, from Mr Timothy Watts (a beneficiary of the Apsley House Pension Scheme), in respect of, 6,518,333 Mediwatch Shares, representing approximately 4.63 per cent. of the existing issued ordinary share capital of Mediwatch and from Mr David Owen (as trustee of The Forward Innovation Fund) in respect of 6,000,000 Mediwatch Shares, representing approximately 4.26 per cent. of the existing issued ordinary share capital of Mediwatch.

Following the Announcement, therefore, Laborie has received additional irrevocable undertakings to vote or procure the vote in favour of the Scheme in respect of, in aggregate, an additional 12,518,333 Mediwatch Shares, representing, in aggregate, approximately 8.89 per cent. of the existing issued ordinary share capital of Mediwatch.

When including the irrevocable undertakings signed prior to the Announcement, described in more detail in the Announcement, Laborie has received irrevocable undertakings to vote or procure the vote in favour of the Scheme in respect of, in aggregate, 59,008,355 Mediwatch Shares, representing approximately 41.89 per cent. of the existing issued ordinary share capital of Mediwatch.

The irrevocable undertaking given by each of these shareholders stipulates that it will cease to be binding: (i) if the Acquisition has not become Effective by 31 March 2014; or (ii) a third party announces a firm intention to make an offer pursuant to Rule 2.7 of the City Code to acquire the entire issued and to be issued ordinary share capital of Mediwatch (whether by means of a Scheme or an Offer), where such offer provides for a consideration value of not less than 7 pence per Mediwatch Share.

Unless otherwise defined herein, terms in this announcement shall have the same meaning as those defined in the Announcement.

Enquiries:

Laborie [phone]

Brian Ellacott, CEO

Investec (Financial adviser to Laborie) [phone]

Daniel Adams

Ben Williams

Mediwatch

Dr Philip Stimpson, Chief Executive Officer [phone]

Mark Hughes, Chief Financial Officer

SP Angel Corporate Finance LLP

   (financial adviser, nominated adviser and broker to Mediwatch)             [phone] 

David Facey

Katy Birkin

Liz Yong

Investec Bank plc ("Investec") is authorised by the Prudential Regulation Authority and regulated in the United Kingdom by the FCA and the Prudential Regulation Authority. Investec is acting as financial adviser to Laborie and no one else in connection with the Acquisition and will not regard any other person as its client in relation to the matters in this announcement and will not be responsible to anyone other than Laborie for providing the protections afforded to clients of Investec or for providing advice in relation to the Acquisition or any other matters referred to herein.

SP Angel Corporate Finance LLP ("SP Angel"), which is authorised and regulated in the United Kingdom by the FCA, is acting as financial adviser to Mediwatch and no one else in connection with the Acquisition and will not regard any other person as its client in relation to the matters in this announcement and will not be responsible to anyone other than Mediwatch for providing the protections afforded to clients of SP Angel or for providing advice in relation to the Acquisition or any other matters referred to herein.

This information is provided by RNS

The company news service from the London Stock Exchange

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