microgen
www.microgen.com
27 May 2014
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION.
STATEMENT REGARDING ELEKTRON TECHNOLOGY PLC
Microgen plc ("Microgen") announced its interest in exploring opportunities consistent with the Elektron Technology plc ("Elektron") Strategic Alternatives Process ("SAP") on 20 May 2014.
In that announcement, based entirely on analysis of publicly available information, Microgen noted that
· "In view of the cash resources absorbed by Elektron in recent years, the continuing deterioration of Elektron's financial position and the proven inability of Elektron to forecast future business prospects, should Elektron receive only a limited cash injection, this may only provide short-term relief and may not provide the confidence required with non-equity stakeholders (customers, suppliers, banks, employees) to enable Elektron to rebuild."
· "The loss of non-equity stakeholder support would probably destroy any remaining value in shareholder equity."
· "After delivering several years of disappointing performance and with a continually deteriorating financial position despite a number of cash generating asset disposals, Elektron needs to rapidly establish a firm foundation from which to rebuild the business…"
Microgen notes recent press and other speculation that Elektron held extensive dialogue with a large number of shareholders last week. Such a series of meetings is consistent with Microgen's belief that Elektron's preferred solution is a modest fund raising from primarily existing shareholders. As noted in the Microgen announcement on 20 May 2014, Microgen believes that a limited cash injection will merely defer the problem; that it will not provide the necessary confidence to non-equity stakeholders; and hence it will not provide the platform required to rebuild the company.
As detailed in Elektron's announcement of 21 May 2014, the provision of due diligence information to Microgen under Rule 20.2 of the City Code on Takeovers and Mergers (the "Code") has progressed. Microgen continues to consider the various options regarding Elektron, as outlined in its announcement of 20 May, including the possibility of
· making an offer for the entire issued share capital of Elektron; or
· providing a substantial refinancing to establish a firm foundation from which to rebuild Elektron; or
· evaluating the acquisition of the IMC business.
There can be no certainty that any proposal set out in this announcement will be pursued or made by Microgen and there may be other pre-conditions or requirements to be satisfied before any proposal could be advanced.
Contacts
Martyn Ratcliffe, Chairman 020-7496-8100
Philip Wood, Group Finance Director
Lucy Delaney, FTI Consulting 020-3727-1131
Rowena Murray, Investec Bank plc 020-7597-4000
Investec Bank plc ("Investec"), which is authorised by the Prudential Regulation Authority and regulated in the United Kingdom by the Prudential Regulation Authority and the Financial Conduct Authority, is acting exclusively for Microgen and no one else in relation to this announcement, and will not regard any other person as a client in relation to this announcement and will not be responsible to anyone other than Microgen for providing the protections afforded to its clients, not for providing advice in relation to this announcement or any matter or arrangement referred to herein.
This announcement does not constitute an offer to sell or an invitation to purchase or subscribe for any securities in either Microgen or Elektron or any solicitation or an offer to buy or subscribe for any such securities. This announcement does not represent a firm intention to make an offer under Rule 2.7 of the Code.
Microgen must by not later than 5pm on the 17 June 2014, or by not later than any extended deadline, either announce a firm intention to make an offer for Elektron in accordance with Rule 2.7 of the Code or announce that it does not intend to make an offer, in which case the announcement will be treated as a statement to which Rule 2.8 of the Code applies. This deadline will only be extended with the consent of the Takeover Panel (the "Panel") in accordance with Rule 2.6(c) of the Code.
The distribution of this announcement in jurisdictions outside the United Kingdom may be restricted by law and therefore persons into whose possession this announcement comes should inform themselves about, and observe, such restrictions. A failure to comply with the restrictions may constitute a violation of the securities laws of any jurisdiction.
A copy of this announcement will be available on Microgen's website: www.microgen.com by no later than 12 noon on 28 May 2014. Neither the contents of Company's website, nor the contents of any other website accessible from hyperlinks on Microgen's website, is incorporated into or forms part of this announcement.
Forward-Looking Statements
This announcement contains certain forward-looking statements with respect to the financial condition, results of operations and business of Microgen and the possible combined businesses of Elektron and Microgen and certain plans and objectives of Microgen with respect thereto, including the expected benefits of a potential combination as well as whether a potential combination will be pursued. These forward-looking statements can be identified by the fact that they do not relate only to historical or current facts. Forward-looking statements often use future dates or words such as "anticipate", "target", "expect", "estimate", "intend", "plan", "goal", "believe", "hope", "aim", "continue", "will", "may", "would", "could" or "should" or other words of similar meaning or the negative thereof. There are several factors which could cause actual plans and results to differ materially from those expressed or implied in forward-looking statements. Such factors include, but are not limited to, the possibility that a possible transaction will not be pursued or will be pursued on different terms and conditions. The factors described in the context of such forward-looking statements in this announcement could cause Microgen's proposed plans with respect to Elektron, actual results, performance or achievements, industry results and developments to differ materially from those expressed in or implied by such forward-looking statements. Although it is believed that the expectations reflected in such forward-looking statements are reasonable, no assurance can be given that such expectations will prove to have been correct and persons reading this announcement are therefore cautioned not to place undue reliance on these forward-looking statements which speak only as at the date of this announcement. Microgen assumes no obligation to update or revise the information contained in this announcement (whether as a result of new information, future events or otherwise), except as required by applicable law.
Disclosure requirements of the Takeover Code (the "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 an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any securities exchange offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 pm (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (London time) on the 10th business day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.
Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1% or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror, 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 an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3.
Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).
Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Takeover Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. You should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.