18 May 2020
Collagen Solutions Plc (AIM: COS), the developer and manufacturer of biomaterials and regenerative medicines for the enhancement and extension of human life, is providing an update on the Company's strategic review and formal sale process and receipt of multiple indications of interest.
On 16 April 2020, the Company announced that following receipts of interest it decided to conduct a formal review of various strategic options available to the Company to maximise value for shareholders. These options included, but were not limited to, the potential sale of the Company or the sale of one or more of the Company's assets. To facilitate discussions with interested parties the Company announced the commencement of a "formal sale process" as set out by the Takeover Code.
As part of the formal sale process or the sale of one of more of the Company's assets, parties were requested to submit an indication of interest to the Company's financial advisers by no later than 5.00 p.m. (London time) on 15 May 2020. The Company has received indications of interest in respect of (i) a purchase of the Company as a whole (ii) a purchase or investment in a part of the business of the Company and (iii) a refinancing of the Company. The Company looks forward to engaging with relevant parties in a constructive and positive manner with a view to optimising value for shareholders.
There can be no certainty that an offer will be made, nor as to the terms on which any offer will be made, or that any transaction will ensue.
As previously communicated, The Takeover Panel has granted a dispensation from the requirements of Rules 2.4(a), 2.4(b) and 2.6(a) of the Takeover Code, such that any interested party participating in the formal sale process or the sale of one or more of the Company's assets will not be required to be publicly identified as a result of the announcement on 16 April 2020 (subject to note 3 to Rule 2.2 of the Takeover Code) and will not be subject to the 28 day deadline referred to in Rule 2.6(a) of the Takeover Code, for so long as it is participating in the formal sale process.
The Board reserves the right to alter any aspect of the process or to terminate it at any time and will make further announcements when appropriate. Subject always to the provisions of the Takeover Code, the Board reserves the right to reject any approach or terminate discussions with any interested party or participant at any time. A copy of this announcement will also be made available at https://ir.collagensolutions.com/content/investors/strategic-review.
A further statement will be made by the Company in respect of the strategic review and formal sale process when appropriate.
For further information please contact:
|Collagen Solutions Plc
Chris Brinsmead, Chairman
Jamal Rushdy, CEO / Hilary Spence, CFO
|England & Company, LLC (Joint Financial Adviser)
|+1 (212) 235-0850|
|Goodbody Stockbrokers UC (Joint Financial Adviser)
|+353 (0) 1 667 0400|
|Cenkos Securities Plc (Nominated Adviser and Broker)
Giles Balleny/Max Gould (Corporate Finance)
Julian Morse (Sales)
|Tel: 0207 397 8900
|Walbrook PR Ltd (Financial PR)
|Tel: 020 7933 8780 or [email protected]
Mob: 07876 741 001
Notes relating to the Joint Financial Advisers
England & Company, LLC ("England & Company") is acting exclusively for the Company and no one else in connection with the subject matter of this announcement and will not be responsible to anyone other than the Company for providing the protections afforded to its clients or for providing advice in connection with the subject matter of this announcement. All securities offerings of England & Company are made through England Securities, LLC, a FINRA registered broker-dealer, regulated by the United States Securities and Exchange Commission.
Goodbody Stockbrokers UC, trading as Goodbody ("Goodbody"), is regulated by the Central Bank of Ireland. In the UK Goodbody is regulated by the Financial Conduct Authority. Goodbody is acting exclusively for the Company and no one else in connection with the subject matter of this announcement and will not be responsible to anyone other than the Company for providing the protections afforded to its clients or for providing advice in connection with the subject matter of this announcement.
Forward looking statements
This announcement (including any information incorporated by reference in this announcement), contains certain statements that are or may be deemed to be forward looking statements. Such statements are prospective in nature. All statements other than historical statements of fact may be forward looking statements. Without limitation, statements containing the words "targets", "plans", "believes", "expects", "aims", "intends", "will", "may", "anticipates", "estimates", "projects", "remain confident that" or "considers" or other similar words may be forward looking statements.
Forward looking statements are based on current expectations that involve or are subject to risks, changes in circumstance, assumptions and uncertainties. Important factors such as business or economic cycles, the measures introduced in response to the COVID-19 pandemic, the terms and conditions of the Company's financing arrangements, tax rates, or increased competition may cause the Company's actual financial results, performance or achievements to differ materially from any forward looking statements. Due to such uncertainties and risks, readers are cautioned not to place undue reliance on such forward looking statements. The information in this announcement is provided only as at the date of its release, and the Company disclaims any obligation to update any forward looking or other statements contained herein, except as required by applicable law.
Disclosure Requirements of the Takeover Code
Under Rule 8.3(a) of the Takeover 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 Takeover 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. 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 (0)20 7638 0129.
Rule 2.9 disclosure
In accordance with Rule 2.9 of the Takeover Code, the Company confirms that it has 443,682,981 ordinary shares in issue ("Ordinary Shares"). The International Securities Identification Number (ISIN) reference for these securities is GB00B94T6Y14. The Company holds no Ordinary Shares in treasury.
Publication of this announcement
A copy of this announcement will be available, subject to certain restrictions relating to persons resident in restricted jurisdictions, at https://www.collagensolutions.com/ no later than 12 noon (London time) on 19 May 2020. The content of the website referred to in this announcement is not incorporated into and does not form part of this announcement.
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