Publication of Scheme Document
13th July 2020
Recommended Cash Acquisition
Cello Health plc (“Cello”)
Pharma Value Demonstration Bidco Limited (“Bidco”), a newly incorporated company wholly owned by Value Demonstration UK Holdings Limited, a company backed by Arsenal Capital Partners V LP and Arsenal Capital Partners V-B LP to be effected by means of a scheme of arrangement of Cello under Part 26 of the Companies Act 2006
Publication of Scheme Document
On 1 July 2020, Cello and Bidco announced that they had agreed the terms of a recommended all-cash acquisition of the entire issued and to be issued ordinary share capital of Cello by Bidco (the “Acquisition”). The Acquisition is being implemented by means of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act (the “Scheme”).
Publication of Scheme Document
Cello is pleased to announce that a circular in relation to the Scheme (the “Scheme Document”), containing, amongst other things, a letter from the Chairman of Cello, the full terms and conditions of the Scheme, an explanatory statement pursuant to section 897 of the Companies Act 2006, an expected timetable of principal events, notices convening the Court Meeting and the General Meeting and details of the actions to be taken by Cello Shareholders, will be published today on Cello’s website at www.cellohealthplc.com.
Posting of Scheme Document
Hard copies of the Forms of Proxy for the Court Meeting and the General Meeting are being posted to Cello Shareholders. Hard copies of the Scheme Document, or a letter or e-mail giving details of Cello’s website at www.cellohealthplc.com where the Scheme Document may be accessed, are also being sent to Cello Shareholders, depending on the relevant Cello Shareholder’s communication preferences.
Capitalised terms in this announcement, unless otherwise defined herein, have the same meanings as set out in the Scheme Document.
The Cello Directors, who have been so advised by Greenhill as to the financial terms of the Acquisition, consider the terms of the Acquisition to be fair and reasonable. In providing advice to the Cello Directors, Greenhill has taken into account the commercial assessments of the Cello Directors. Greenhill is providing independent financial advice to the Cello Directors for the purposes of Rule 3 of the Code.
Accordingly, the Cello Directors unanimously recommend Cello Shareholders to vote, or procure the vote, in favour of the Scheme at the Court Meeting and the Special Resolution to be proposed at the General Meeting as the Cello Directors who are interested in Cello Shares have irrevocably undertaken to do in respect of all of their Cello Shares, amounting in aggregate to 4,972,128 Cello Shares, in aggregate, and representing approximately 4.7 per cent. of the issued share capital of Cello at the close of business on the Latest Practicable Date.
As described in the Scheme Document, to become Effective, the Scheme will require, amongst other things, the approval of Scheme Shareholders at the Court Meeting and Cello Shareholders at the separate General Meeting by the requisite majorities being in the case of the Court Meeting a majority in number of the Scheme Shareholders voting (and entitled to vote) representing not less than 75% in value of the Scheme Shares held by the Scheme Shareholders and in the case of the Special Resolution to be proposed at the General Meeting the approval of not less than 75% of the number of votes cast by Cello Shareholders at the General Meeting. The Scheme is also subject to the satisfaction or (where applicable) waiver of the Conditions and further terms that are set out in the Scheme Document.
Notices of the Court Meeting and the General Meeting of Cello, each of which will be held at Queens House, 8-9 Queen street, London EC4N 1SP on Monday 3 August 2020, are set out in Part Nine (Notice of Court Meeting) and Part Ten (Notice of General Meeting), respectively, of the Scheme Document. The Court Meeting will start at 09.00 a.m. on that date and the General Meeting at 09.15 a.m. or as soon thereafter as the Court Meeting is concluded or adjourned. Shareholders’ attention is drawn to the COVID-19 related physical attendance restrictions to be imposed in respect of the Court Meeting and the General Meeting, as more particularly described in the Scheme Document.
Action to be taken
It is important that, for the Court Meeting in particular, as many votes as possible are cast so that the Court may be satisfied that there is a fair representation of Scheme Shareholders’ opinion. You are therefore strongly urged to complete, sign and return your Forms of Proxy or appoint a proxy through the CREST electronic proxy appointment service (as appropriate) as soon as possible. Holders of Cello Shares and Scheme Shares are recommended to read the whole of the Scheme Document before taking any voting decision in relation to the Court Meeting and the General Meeting.
The Scheme Document contains an expected timetable of principal events relating to the Scheme, which is also attached as an Appendix to this announcement. Subject to obtaining the approval of Cello Shareholders and the sanction of the Court and the satisfaction or, where applicable, waiver of the other Conditions (as set out the Scheme Document), the Scheme is expected to become effective on 11 August 2020.
If any of the key times and/or dates set out in the timetable change, the revised times and/or dates will be notified to Cello Shareholders by announcement through a Regulatory Information Service, with such announcement being made available on Bidco’s website at www.pharma-value-demonstration.com and Cello’s website at www.cellohealthplc.com.
If you have any questions about this announcement, the Court Meeting or the General Meeting or how to complete thttps://www.cellohealthplc.com/he Forms of Proxy or to appoint a proxy through the CREST electronic proxy appointment service, please contact Cello’s Registrars on +44 (0) 370 889 3285. The helpline is open between 9.00 a.m. and 5.00 p.m. (London time), Monday to Friday, excluding public holidays in England and Wales. Different charges may apply to calls from mobile telephones and calls may be recorded and randomly monitored for security and training purposes. Cello’s Registrars cannot provide advice on the merits of the Acquisition nor give any financial, legal or tax advice.
Cello Health plc
Tel: +44 20 7812 8468
Chris Jones (Chairman)
Greenhill (Rule 3 financial adviser to Cello)
Tel: +44 20 7198 7400
Cenkos (nominated adviser and broker to Cello)
Tel: +44 20 7397 8900
Buchanan (PR adviser to Cello)
Tel: +44 20 7466 5000
Rothschild & Co (financial adviser to Bidco)
Tel: +44 20 7280 5000
FTI Consulting (PR adviser to Bidco)
Tel: +44 20 3727 1000
Greenhill, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for Cello as financial adviser and for no one else in connection with the matters set out in this Announcement and will not regard any other person as its client in relation to the matters referred to in this Announcement and will not be responsible to anyone other than Cello for providing the protections afforded to its clients or for providing advice in relation to the Acquisition or any other matter or arrangement referred to in this Announcement.
Cenkos, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for Cello as nominated adviser and broker and for no one else in connection with the matters set out in this Announcement and will not regard any other person as its client in relation to the matters referred to in this Announcement and will not be responsible to anyone other than Cello for providing the protections afforded to its clients or for providing advice in relation to the Acquisition or any other matter or arrangement referred to in this Announcement.
Rothschild & Co, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for Arsenal and Bidco and for no one else in connection with the matters set out in this Announcement and will not regard any other person as its client in relation to the matters referred to in this Announcement and will not be responsible to anyone other than Arsenal and Bidco for providing the protections afforded to its clients or for providing advice in relation to the Acquisition or any other matter or arrangement referred to in this Announcement.
Neither this announcement (nor any of the accompanying documents) do or are intended to constitute or form part of any offer or invitation to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities or the solicitation of any vote or approval pursuant to the Acquisition or otherwise, in any jurisdiction in which such offer, invitation or solicitation is unlawful. This announcement and the accompanying Forms of Proxy have been prepared for the purposes of complying with English law, the AIM Rules, the rules of the London Stock Exchange and the Code and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws of jurisdictions outside of England and Wales.
The release, publication or distribution of this Announcement in, and the availability of the Acquisition to persons who are residents, citizens or nationals of, jurisdictions other than the United Kingdom may be restricted by laws and/or regulations of those jurisdictions. Therefore any persons who are subject to the laws and regulations of any jurisdiction other than the United Kingdom should inform themselves about and observe any applicable requirements in their jurisdiction. Any failure to comply with the applicable requirements may constitute a violation of the laws and/or regulations of any such jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in the Acquisition disclaim any responsibility and liability for the violation of such restrictions by any person.
In particular, the ability of Overseas Shareholders to vote their Cello Shares at the Court Meeting and/or the Cello General Meeting, or to execute and deliver Forms of Proxy appointing another to vote their Cello Shares in respect of the Court Meeting and/or the Cello General Meeting on their behalf, may be affected by the laws of the relevant jurisdiction in which they are located. Copies of this Announcement, the Scheme Document, the accompanying Forms of Proxy and any other formal documentation relating to the Acquisition and the Scheme are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in or into or from any Restricted Jurisdiction and persons receiving such documents (including custodians, nominees and trustees) must not mail or otherwise forward, distribute or send it in or into or from any Restricted Jurisdiction.
Unless otherwise permitted by applicable law and regulation, the Acquisition may not be made, directly or indirectly, in or into, or by the use of mails or any means or instrumentality (including, but not limited to, facsimile, e-mail or other electronic transmission, telex or telephone) of interstate or foreign commerce of, or of any facility of a national, state or other securities exchange of any Restricted Jurisdiction and the Acquisition may not be capable of acceptance by any such use, means, instrumentality or facilities.
The Acquisition relates to the shares of a UK company and is proposed to be made by means of a scheme of arrangement provided for under the laws of England and Wales. A transaction effected by means of a scheme of arrangement is not subject to the proxy solicitation or tender offer rules under the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”). Accordingly, the Acquisition will be subject to the disclosure requirements and practices applicable in the UK and under the Code to schemes of arrangement, which differ from the disclosure requirements and practices of the U.S. proxy solicitation and tender offer rules. Neither the U.S. Securities and Exchange Commission (the “SEC”), nor any securities commission of any state of the United States, has approved the Acquisition, passed upon the fairness of the Acquisition or passed upon the adequacy or accuracy of this announcement. Any representation to the contrary is a criminal offence in the United States. Financial information included in the relevant documentation has been or will have been prepared in accordance with accounting standards applicable in the UK that may not be comparable to financial information of U.S. companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the United States.
However, if Bidco were to elect to implement the Acquisition by means of a Takeover Offer and determines to extend such Takeover Offer into the United States, such Takeover Offer shall be made in compliance with all applicable laws and regulations, including, if applicable and if an exemption is not available, the U.S. tender offer rules. Such Takeover Offer would be made in the United States by Bidco and no one else.
In accordance with normal UK practice, Bidco, certain affiliated companies and its nominees or brokers (acting as agents) may from time to time make certain purchases of, or arrangements to purchase, shares in Cello outside of the United States, other than pursuant to the Acquisition, until the date on which the Acquisition and/or Scheme becomes effective, lapses or is otherwise withdrawn. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. Any information about such purchases will be disclosed as required in the UK, will be reported to a Regulatory Information Service and will be available on the London Stock Exchange website. If such purchases or arrangements to purchase are made they would be made outside the United States in compliance with applicable law, including the Exchange Act.
It may be difficult for U.S. holders of Cello Shares to enforce their rights and any claim arising out of the U.S. federal securities laws, because Cello and Bidco are located in a non-U.S. country, and some or all of their officers and directors may be residents of a non-U.S. country. U.S. holders of Cello Shares may not be able to sue a non-U.S. company or its officers or directors in a non-U.S. court for violations of the U.S. securities laws. Further, it may be difficult to compel a non-U.S. company and its affiliates to subject themselves to a U.S. court’s judgment.
U.S. Cello Shareholders are urged to consult with legal, tax and financial advisers in connection with making a decision regarding the Acquisition.
This announcement, including the information included by reference in this announcement, oral statements made regarding the Acquisition and other information published by Arsenal, Bidco, Value Demonstration and/or the Cello Group contain statements which are, or may be deemed to be, “forward-looking statements”. The forward-looking statements contained herein include statements about Arsenal, Value Demonstration, Cello, the Cello Group, the expected effects of the Acquisition on the Cello Group, strategic options, the expected timing and scope of the Acquisition, and all other statements in this announcement other than those containing historical facts may be forward-looking statements. These statements are based on the current expectations and are naturally subject to uncertainty and changes in circumstances. Forward-looking statements often use words such as “anticipate”, “target”, “expect”, “estimate”, “intend”, “plan”, “budget”, “schedule”, “forecast”, “project”, “goal”, “believe”, “hope”, “aims”, “continue”, “will”, “may”, “should”, “would”, “could”, “subject to”, or other words of similar meaning. By their nature, forward-looking statements involve known and unknown risks and uncertainties, because they relate to events and depend on circumstances that will occur in the future. Forward-looking statements may include statements relating to the following: future capital expenditures, expenses, revenues, earnings, synergies, economic performance, indebtedness, financial condition, dividend policy, losses and future prospects. There are a number of factors that could cause actual results, outcomes and developments to differ materially from those expressed in, or implied by, such forward- looking statements and such statements are therefore qualified in their entirety by the risks and uncertainties surrounding these future expectations. Many of these risks and uncertainties relate to factors that are beyond the entities’ ability to control or estimate precisely, such as, but not limited to, general business and market conditions both globally and locally, political, economic and regulatory forces, industry trends and competition, future exchange and interest rates, changes in government and regulation including in relation to health and safety, the environment, labour relations and tax rates and future business combinations or dispositions. For a discussion of important factors which could cause actual results to differ from forward-looking statements in relation to the Cello Group, refer to the annual report and accounts for Cello Group for the financial year ended 31 December 2019.
Although it is believed that the expectations reflected in such forward-looking statements are reasonable, neither Bidco, Arsenal nor Cello give any assurance, representation or guarantee that such expectations will prove to be or have been correct and such forward-looking statements should be construed in light of such factors and you are therefore cautioned not to place reliance on these forward-looking statements which speak only as at the date of this announcement. Neither Bidco, Arsenal nor Cello assumes any obligation to update or correct the information contained in this announcement (whether as a result of new information, future events or otherwise), except as required by applicable law or regulation.
No forward-looking or other statements have been reviewed by the auditors of the Cello Group.
These factors include, but are not limited to: the ability to complete the Acquisition; the ability to obtain requisite regulatory and shareholder approvals and the satisfaction or not of the Conditions, as well as additional factors, such as conditions relating to the economic, industry, competitive and regulatory environments in which the Wider Bidco Group and the Cello Group operate or which could affect their activities, their ability to attract and retain customers, the Wider Bidco Group’s and the Cello Group’s operating costs and the pricing of their services. Other unknown or unpredictable factors could cause actual results to differ materially from those in the forward-looking statements. Such forward-looking statements should therefore be construed in the light of such factors. None of the Wider Bidco Group nor the Cello Group, nor any of their respective associates or directors, officers or advisers, provides any representation, assurance or guarantee that the occurrence of the events expressed or implied in any forward-looking statements in this announcement will actually occur. You are cautioned not to place undue reliance on these forward-looking statements. Other than in accordance with their legal or regulatory obligations (including under the AIM Rules, the Market Abuse Regulation (EU No 596/2014) (“MAR”) and the Disclosure Guidance and Transparency Rules of the FCA), neither Bidco, Arsenal nor Cello is under any obligation, and each of Bidco, Arsenal and Cello expressly disclaim any intention or obligation, to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
No profit forecasts or estimates
No statement in this announcement is intended as a profit forecast or estimate for any period and no statement in this announcement should be interpreted to mean that earnings or earnings per share for Bidco or Cello, as appropriate, for the current or future financial years would necessarily match or exceed the historical published earnings or earnings per share for Bidco or Cello, as appropriate.
Dealing disclosure requirements
Under Rule 8.3(a) of the Code, any person who is interested in 1 per cent 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 per cent 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(s), 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 of the Code. 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 under Rules 8.1, 8.2 and 8.4 of the Code.
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 on the Disclosure Table tab of the 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.
Publication on website and availability of hard copies
In accordance with Rule 26.1 of the Code, a copy of this announcement and the documents required to be published by Rule 26 of the Code will be made available, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on Bidco’s website at www.pharma-value- demonstration.com and Cello’s website at www.cellohealthplc.com and in any event by no later than 12:00 noon (London time) on the following business day after publication. For the avoidance of doubt, the contents of those websites (including the content of any other website accessible from hyperlinks on such websites) are not incorporated into by reference, and do not form part of, this announcement.
Cello Shareholders and persons with information rights may request a hard copy of this announcement by contacting Cello’s Registrars during business hours on +44 (0) 370 889 3285 or by submitting a request in writing to Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6ZY. If you have received this announcement in electronic form, copies of this announcement and any document or information incorporated by reference into this announcement will not be provided unless such a request is made.
You may request that all future documents, announcements and information be sent to you in relation to the Acquisition in hard copy.
Expected timetable of principal events
Event Time and/or date
Latest time for lodging Forms of Proxy for the:
Court Meeting (blue form) 09.00 a.m. on 30 July 2020(1)
General Meeting (white form) 09.15 a.m. on 30 July 2020(2)
Voting Record Time for the Court Meeting and the General Meeting 6.00 p.m. on 30 July 2020(3)
Court Meeting 09.00 a.m. on 3 August 2020
General Meeting 09.15 a.m. on 3 August 2020(4)
The following dates are indicative only and are subject to change(5)
Court Hearing 7 August 2020
Last day of dealings in, and for registration of transfers of,
and disablement in CREST of, Cello Shares 10 August 2020
Scheme Record Time 6.00 p.m. on 10 August 2020
Dealings in Cello Shares suspended 7.00 a.m. on 11 August 2020
Effective Date of the Scheme 11 August 2020 (D)
Cancellation of admission of Cello Shares to trading on the
AIM Market of London Stock Exchange By 7.00 a.m. on D+1
Latest date for despatch of cheques and crediting of CREST for
Cash Consideration due under the Scheme By D+14
Long-stop Date 1 November 2020(6)
(1) It is requested that blue Forms of Proxy for the Court Meeting be lodged not later than 48 hours before the time appointed for the Court Meeting, excluding any part of a day that is not a business day. Copies of blue Forms of Proxy not so lodged may be emailed to Mark.Bentley@cellohealth.com at any time from (but not before) the time that the Court Meeting is due to commence, up to 30 minutes after the conclusion of the Court Meeting and they will still be valid.
(2) White Forms of Proxy for the General Meeting must be lodged not later than 48 hours before the time appointed for the General Meeting, excluding any part of a day that is not a business day. White Forms of Proxy for the General Meeting not lodged by this time will be invalid.
(3) If either the Court Meeting or the General Meeting is adjourned, the Voting Record Time for the relevant adjourned meeting will be 6.00 p.m. on the day which is two days before the date of the adjourned meeting, excluding any part of a day that is not a business day.
(4) Or as soon as the Court Meeting shall have concluded or been adjourned.
(5) These dates and times are indicative only and will depend, among other things, on the date upon which: (i) the Conditions are satisfied or (if capable of waiver) waived; (ii) the Court sanctions the Scheme; and (iii) a copy of the Court Order is delivered to the Registrar of Companies.
(6) This is the latest date by which the Scheme may become Effective unless Bidco and Cello agree (and the Panel and, if required, the Court permit) a later date.
All references in this announcement to times are to London time unless otherwise stated. The dates and times given are indicative only and are based on Cello’s current expectations and may be subject to change (including as a result of changes to the regulatory timetable). If any of the expected times and/or dates above change, the revised times and/or dates will be notified to Cello Shareholders by announcement through a Regulatory Information Service, with such announcement being made available on Bidco’s website at www.pharma-value-demonstration.com and Cello’s website at www.cellohealthplc.com.