TIDMCHT
RNS Number : 8325S
Constellation Healthcare Tech, Inc
28 December 2016
28 December 2016
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION
WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR
REGULATIONS OF SUCH JURISDICTION
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES
OF ARTICLE 7 OF REGULATION 596/2014
RECOMMED ACQUISITION
of
Constellation Healthcare Technologies, Inc. ("CHT" or the
"Company")
by a subsidiary of CHT Holdco, LLC ("Parent")
to be effected by means of a merger under the laws of the State
of Delaware
Publication and posting of Proxy Statement and Notice of General
Meeting
On 25 November 2016, CHT and Parent announced that they had
reached agreement on the terms of a recommended acquisition (the
"Acquisition") under which Parent shall acquire CHT, at an
acquisition price of $2.93 cash and $0.43 in Promissory Notes per
share (the "Acquisition Price"), pursuant to the terms of an
agreement and plan of merger entered into on 24 November 2016
between CHT, Parent, Sub, Orion Healthcorp, Inc. and CC Capital
Management, LLC (the "Merger Agreement").
CHT is today publishing a circular (the "Proxy Statement") to
the holders of the Common Shares, together with the associated
Forms of Proxy and Forms of Direction. The Proxy Statement
contains, amongst other things, a notice convening a General
Meeting of the Company, the full terms and conditions of the
Acquisition, the full terms and conditions of the Promissory Notes,
an expected timetable of principal events and details of the
actions to be taken by Shareholders.
The expected timetable of principal events and a summary of
actions to be taken by Shareholders are attached as appendices to
this announcement. If any of the key dates set out in the expected
timetable change, an announcement will be made via a Regulatory
Information Service.
In accordance with the law of the State of Delaware, the
Acquisition is subject to and conditional upon (amongst other
matters) the approval by Shareholders holding the majority of the
Common Shares entitled to vote at the General Meeting. The General
Meeting will be held at 11.00 a.m. on 18 January 2017 at the
offices of finnCap Ltd at 60 New Broad Street, London EC2M 1JJ. In
accordance with the laws of the State of Delaware and CHT's
Certificate of Incorporation and Bylaws, the Board has fixed 6.00
p.m. on 23 December 2016 as the Voting Record Time for determining
the Shareholders entitled to notice of, and to vote at, the General
Meeting. Accordingly, a Shareholder is entitled to notice of, and
to vote at, the General Meeting only if it is a record holder of
Common Shares at the Voting Record Time, and only in respect of
those shares actually held at the Voting Record Time.
It is a condition of the Merger Agreement (which may be waived
by Parent in its sole discretion) that ultimate beneficial owners
of at least 89 per cent. of Common Shares enter into a Voting
Agreement by the time the Proxy Statement is sent to Shareholders
and ultimate beneficial owners of at least 89 per cent. of Common
Shares vote to approve the Merger Agreement at the General Meeting.
Failure to do so may mean that the Merger Agreement will not become
unconditional, the Acquisition may not complete and a termination
fee and expenses of up to $14 million in aggregate may be payable
by CHT. As of the Latest Practicable Date, CHT has received Voting
Agreements to vote in favour of the Acquisition from Shareholders
representing 91.95 per cent. of the Common Shares (further details
of which are set out in Part 5 of the Proxy Statement).
Following the signing of the Merger Agreement, during the
Go-Shop Period, the Acquired Corporations and their respective
representatives had the right to, directly or indirectly: (i)
solicit or initiate, or induce, facilitate or encourage, the
making, submission or announcement of any Acquisition Proposal or
take any action that would reasonably be expected to lead to an
Acquisition Proposal; (ii) furnish any nonpublic information
regarding any of the Acquired Corporations to any Person in
connection with or in response to an Acquisition Proposal (other
than any notes, analysis or other documents or materials prepared
by CC Capital); and (iii) engage in discussions or negotiations
with any Person with respect to any Acquisition Proposal.
("Go-Shop"). The Special Committee appointed Cassel-Salpeter &
Co., LLC to act as their financial advisor in relation to the
Go-Shop. Further terms and conditions relating to the Go-Shop are
set out in the Merger Agreement which is summarised in Part 2 of
the Proxy Statement.
During the Go-Shop Period, Cassel-Salpeter & Co., LLC
contacted 193 potential purchasers, of which 16 signed
confidentiality agreements, 3 met with management of CHT and 1
submitted an Acquisition Proposal, however, although the Special
Committee will continue to evaluate the Acquisition Proposal, the
Special Committee has not determined that such Acquisition Proposal
constitutes a Superior Proposal under the terms of the Merger
Agreement as of the date hereof. In the event of a Superior
Proposal Determination, supplemental proxy materials will be made
available to the Shareholders. In the event that a Superior
Proposal is forthcoming from a third party which amounts to a
Superior Proposal Determination, then the Voting Agreements permit
relevant Shareholders to vote in favour of such a proposal. The
Go-Shop Period expired on 24 December 2016.
Subject to the approval by Shareholders holding the majority of
the Common Shares entitled to vote at the General Meeting, CHT has
applied to cancel admission of Common Shares to trading on AIM to
take effect as soon as possible following closing of the
Acquisition, currently anticipated to be 27 January 2017. As a
result, after the Acquisition, the Common Shares will no longer be
publicly traded on AIM or elsewhere.
Copies of the Proxy Statement and related documents can be found
on CHT's website at http://www.constellationhealthgroup.com.
Enquiries:
CC Capital Management, LLC
Doug Newton newton@cc.capital
Finsbury - PR adviser to CC Capital
Charles O'Brien (UK) Tel: +44 20 7251 3801
charles.obrien@finsbury.com
Kal Goldberg (US) Tel: +1 646 805 2005
kal.goldberg@finsbury.com
Chris Ryall (U.S.) Tel: +1 646 805 2078
chris.ryall@finsbury.com
Constellation Healthcare Technologies, Inc.
Paul Parmar, Chief Executive Officer c/o Redleaf Communications
Sotirios ("Sam") Zaharis, Chief Financial Officer Tel: +44 20 7382 4730
finnCap Tel: +44 20 7220 0500
Stuart Andrews / Julian Blunt / Scott Mathieson Corporate Finance
Simon Johnson Corporate Broking
Redleaf Communications - PR adviser to CHT Tel: +44 20 7382 4730
Charlie Geller / Sam Modlin constellation@redleafpr.com
Expected Timetable of Principal Events
Event Time and/or Date
Execution of Merger Agreement 24 November 2016
Voting Record Time for determining 6.00 p.m. on 23
the Shareholders entitled to vote December 2016
at the General Meeting
Expiration of the Go-Shop Period 11.59 p.m. on 24
December 2016
Distribution of the Proxy Statement 28 December 2016
and Notice of General Meeting
Last time for lodging the Form 11.00 a.m. on 13
of Direction January 2017
Last time for lodging the Form 11.00 a.m. on 16
of Proxy January 2017
Last time for lodging the Form 11.00 a.m. on 16
of Declarations, Voting Agreements January 2017
and Tax Forms
General Meeting of CHT 11.00 a.m. on 18
January 2017
Record date for payment of Acquisition 6.00 p.m. on 25
Price January 2017
Termination of the Depository 6.00 p.m. on 25
Interest register January 2017
Closing of the Acquisition Expected to be
26 January 2017*
Cancellation of admission of the Expected to be
Common Shares to trading on AIM 27 January 2017*
Receiving Agent commences payment Expected to be
of Acquisition Price to Shareholders 27 January 2017*
* Subject to satisfaction or waiver of other conditions to
closing as provided for in the Merger Agreement.
CHT has applied to cancel admission of Common Shares to trading
on AIM to take effect as soon as possible following closing of the
Acquisition, currently anticipated to be 27 January 2017. As a
result, after the Acquisition, the Common Shares will no longer be
publicly traded on AIM or elsewhere.
The times and dates in the timetable above, except for the
historical dates and the expected date of the CHT General Meeting,
are indicative only. If any of the above times and/or dates change,
the revised times and dates will be notified to Shareholders by an
announcement through a regulatory information service recognised by
the London Stock Exchange. All times are London times except for
"Expiration of the Go-Shop Period" which is Eastern Standard
Time.
ACTION TO BE TAKEN
1. Importance of taking action now
A registered holder of Common Shares should draw the attention
of the underlying ultimate beneficial owner of such Common Shares
to the statements and actions described below. Failure to do so (or
to take any of the actions recommended below) may result in one or
more of the following consequences, any of which may have a
significant adverse impact on the relevant ultimate beneficial
owner and/or CHT itself: the Merger Agreement failing to become
unconditional; the Acquisition failing to complete; a termination
fee and expenses of up to $14 million in aggregate becoming payable
by CHT; a Shareholder's receipt of Promissory Notes being delayed
until such time as it is confirmed by CHT that such notes may be
validly issued under applicable law; a Shareholder receiving
payment rights pursuant to the terms of the B Subordinated
Promissory Note, which may be worth materially less than the
payment rights pursuant to the terms of the A Subordinated
Promissory Note and/or the imposition of a greater amount of US
withholding tax than might otherwise be the case.
Under Delaware law, instead of accepting the Acquisition Price
provided for in the Merger Agreement, Shareholders who believe that
such consideration is inadequate may dissent from the Acquisition
and demand to have their shares appraised by the Delaware courts.
This right of appraisal is subject to a number of restrictions and
technical requirements. Generally, in order to exercise dissenters'
appraisal rights under Delaware law, a Shareholder may not vote in
favour of adoption of the Merger Agreement and must make a written
demand for payment of the fair value of his/her/its shares prior to
the vote on the Merger Agreement at the General Meeting. Further
details of the appraisal rights are set out in Part 4 of the Proxy
Statement.
2. Consequences of failure to take action
It is a condition of the Merger Agreement (which may be waived
by Parent in its sole discretion) that ultimate beneficial owners
of at least 89 per cent. of Common Shares enter into a Voting
Agreement by the time the Proxy Statement is sent to Shareholders.
Failure to do so may mean that the Merger Agreement will not become
unconditional, the Acquisition may not complete and a termination
fee and expenses of up to $14 million in aggregate may be payable
by CHT. As of the Latest Practicable Date, this condition has been
satisfied.
It is also a condition of the Merger Agreement (which may be
waived by Parent in its sole discretion) that Shareholders
representing in aggregate 89 per cent. of the Common Shares vote to
approve the Merger Agreement. Failure to do so may mean that the
Merger Agreement will not become unconditional, the Acquisition may
not complete and a termination fee and expenses of up to $14
million in aggregate may be payable by CHT.
It is also a condition of the Merger Agreement that both (i) the
holders of a majority of the voting power of CHT entitled to vote
at the General Meeting; and (ii) a majority of the voting power of
the Unaffiliated Shareholders vote to approve the Merger Agreement.
Failure to do so may mean that the Merger Agreement will not become
unconditional, the Acquisition may not complete and expenses of up
to $4 million in aggregate may be payable by CHT.
With respect to any Common Shares, unless and until a Form of
Declarations is validly completed and executed by the ultimate
beneficial owner (and returned to Capita via the registered holder
of the relevant Common Shares (if applicable) in accordance with
the instructions set out in paragraph 3 under "Action to be Taken"
below), an ultimate beneficial owner's receipt of Promissory Notes
may be delayed until such time as it is confirmed by CHT that such
Promissory Notes may be validly issued under applicable law.
With respect to any Common Shares, if a Delaware Voting
Agreement is not validly executed by the relevant ultimate
beneficial owner (and returned to Capita via the registered holder
of the relevant Common Shares (if applicable) in accordance with
the instructions set out in paragraph 3 under "Action to be Taken"
below) the promissory note consideration with respect to such
Common Shares will be satisfied pursuant to the terms of the B
Subordinated Promissory Note. The terms of the B Subordinated
Promissory Note stipulate that to the extent there are any actions,
suits, claims or Legal Proceedings brought by any current or former
Shareholder directly or indirectly with respect to CHT, Parent,
Sub, the Surviving Corporation, CC Capital or any of their
respective Affiliates relating to or arising from the Acquisition
and which results in any Losses, the principal amount of the B
Subordinated Promissory Note shall be reduced dollar-for-dollar on
a pro rata basis for the amount of such Losses (and the interest
payable on such promissory note shall be recalculated as if the
reduction of the principal amount occurred on the date of issuance
of the B Subordinated Promissory Note). See Part 3 of the Proxy
Statement for more details. Conversely, with respect to any Common
Shares in respect of which a Delaware Voting Agreement is validly
executed by the relevant ultimate beneficial owner (and returned to
Capita via the registered holder of the relevant Common Shares (if
applicable) in accordance with the instructions set out in
paragraph 3 under "Action to be Taken" below) the promissory note
consideration with respect to such Common Shares will be satisfied
pursuant to the terms of the A Subordinated Promissory Note, in
relation to which there shall be no equivalent potential reduction
in value.
US withholding tax may apply to a portion of the Acquisition
Price payable to each Shareholder that does not establish its
status as a "United States person" for US tax purposes that is not
subject to backup withholding. The rate of such withholding tax
will be 30 per cent. unless the ultimate beneficial owner of the
relevant Common Shares establishes an entitlement to a lower or
zero withholding rate by validly executing an IRS Form W-9, IRS
Form W-8BEN, or IRS Form W-8BEN-E (or other applicable withholding
tax form) (collectively, the "Tax Forms"), together with IRS Form
W-8IMY validly executed by the applicable registered holder, and
returns the same to Capita via the registered holder of the
relevant Common Shares (if applicable) in accordance with the
instructions set out in paragraph 3 under "Action to be Taken"
below. In the case of an ultimate beneficial owner that is not a
United States person, an applicable income tax treaty may reduce
such withholding tax to 15 per cent. but generally will not reduce
it to zero except in the case of certain qualified pension
schemes.
3. Action to be Taken
For the reasons set out above, you are strongly recommended to
take the action described below with respect to each of the
following items:
-- Form of Proxy - for registered Shareholders other than DI
holders, please complete the Form of Proxy and return it to Capita
Asset Services, Corporate Actions, The Registry, 34 Beckenham Road,
Beckenham, Kent BR3 4TU as soon as possible and, in any event, so
as to arrive by no later than 11.00 a.m. on 16 January 2017.
-- Form of Direction - for registered DI holders only, please
complete the Form of Direction and return it to the Capita IRG
Trustees Limited, The Registry, 34 Beckenham Road, Beckenham, Kent
BR3 4TU, as soon as possible and, in any event, by no later than
11.00 a.m. on 13 January 2017.
-- Form of Declarations - with respect to each holding of Common
Shares, the ultimate beneficial owner of such Common Shares should
execute and return to the registered holder of such Common Shares
(if different) a duly executed Form of Declarations for onward
transmission as soon as possible and, in any event, so as to be
received by Capita Asset Services, Corporate Actions, The Registry,
34 Beckenham Road, Beckenham, Kent, BR3 4TU by no later than 11.00
a.m. on 16 January 2017. The Form of Declarations may be downloaded
from CHT's website at www.constellationhealthgroup.com.
-- Delaware Voting Agreement - with respect to each holding of
Common Shares, the ultimate beneficial owner of such Common Shares
should execute and return to the registered holder of such Common
Shares (if different) a duly executed Delaware Voting Agreement for
onward transmission to Capita Asset Services as soon as possible
and, in any event, so as to be received by Capita Asset Services,
Corporate Actions, The Registry, 34 Beckenham Road, Beckenham,
Kent, BR3 4TU by no later than 11.00 a.m. on 16 January 2017. The
form of Delaware Voting Agreement may be downloaded from CHT's
website at www.constellationhealthgroup.com.
-- UK Voting Agreement - if a Delaware Voting Agreement is not
signed (which may result in not all of the Acquisition Price being
obtained), with respect to each holding of Common Shares, the
ultimate beneficial owner of such Common Shares should execute and
return to the registered holder of such Common Shares (if
different) a duly executed UK Voting Agreement for onward
transmission as soon as possible and, in any event, so as to be
received by Capita Asset Services, Corporate Actions, The Registry,
34 Beckenham Road, Beckenham, Kent, BR3 4TU by no later than 11.00
a.m. on 16 January 2017. The form of UK Voting Agreement may be
downloaded from CHT's website at
www.constellationhealthgroup.com.
-- Tax Forms - with respect to each holding of Common Shares,
the ultimate beneficial owner of such Common Shares should execute
and return to the registered holder of such Common Shares (if
different) duly executed Tax Forms for onward transmission as soon
as possible and, in any event, so as to be received by Capita Asset
Services, Corporate Actions, The Registry, 34 Beckenham Road,
Beckenham, Kent, BR3 4TU by no later than 11.00 a.m. on 16 January
2017 together with IRS Form W-8IMY validly executed by the
applicable registered holder, as appropriate. The applicable Tax
Forms may be downloaded from CHT's website at
www.constellationhealthgroup.com. If applicable, the registered
holder should complete Tax Form W-8IMY covering and transmitting
the Tax Forms W-8 from the underlying beneficial owners.
Shareholders are urged to complete, sign, date and return the
Form of Proxy and/or Form of Direction in the pre-paid envelope
provided with the Proxy Statement.
A registered holder of Common Shares shall be responsible for
ensuring that the Form of Declarations, the Voting Agreements and
the Tax Forms (as applicable) are completed by the registered
holder and the ultimate beneficial owner in accordance with the
instructions set out in paragraph 3 under "Action to be Taken"
above and in the Form of Declarations and that all such completed
and executed documents are sent by the registered holder to Capita
Asset Services, Corporate Actions, The Registry, 34 Beckenham Road,
Beckenham, Kent BR3 4TU as soon as possible and, in any event, so
as to arrive by no later than 11.00 a.m. on 16 January 2017.
To the extent that ultimate beneficial owners are not the
registered holders they must ensure that such completed and
executed documents are returned to the registered holders for
onward transmission to Capita and no forms should be sent directly
to Capita by an ultimate beneficial owner unless such person is
also the registered holder.
If the ultimate beneficial owner and the registered holder are
the same person such completed and executed documents should be
sent by the registered holder direct to the Receiving Agent at the
above address to arrive no later than 11.00 a.m. on 16 January
2017.
Each Shareholder will, shortly following closing of the
Acquisition, receive a notification from Capita confirming the
amount of cash consideration and portion of the principal amount
and class of Promissory Notes it will be entitled to, together with
details of any US withholding tax which may be applicable.
Further details with respect to the voting at the General
Meeting and the voting procedures which will apply are set out
below.
4. Time and Place of the General Meeting
The Proxy Statement is being furnished to holders of Common
Shares in connection with the solicitation of proxies by and on
behalf of the Board for use at the General Meeting to be held at
11.00 a.m. on 18 January 2017 at the offices of finnCap Ltd at 60
New Broad Street, London EC2M 1JJ, and at any adjournment or
postponement thereof.
CHT is first mailing the Proxy Statement, the accompanying
Notice of General Meeting, Form of Proxy and Form of Direction on
or about 28 December 2016 to all holders of Common Shares entitled
to notice of, and to vote at, the General Meeting.
5. Purposes of the General Meeting
At the General Meeting, the Shareholders will consider and vote
on the Resolution, which is a resolution to approve the Merger
Agreement, the Acquisition and the other transactions contemplated
by the Merger Agreement.
To approve the Acquisition, it is proposed that at the General
Meeting, the following Resolution be adopted:
"THAT the Acquisition and the terms of the Merger Agreement be
and are hereby approved."
In order for the Acquisition to occur (and subject to all other
Conditions being satisfied and/or waived), Shareholders must
approve the Resolution:
-- by the affirmative vote of holders of a majority of the
voting power of CHT entitled to vote at the General Meeting
("Stockholder Approval"); and
-- by the affirmative vote of a majority of the voting power of
the Unaffiliated Shareholders ("Majority of the Minority
Approval").
As at the Latest Practicable Date, to the Board's knowledge and
based on information disclosed to CHT by the Parmar Controlled
Entities, the Parmar Controlled Entities owned (legally or
beneficially) 49,302,598 Common Shares (which constitute 53.54 per
cent. of the Common Shares outstanding at the Latest Practicable
Date). Pursuant to the terms of the Merger Agreement all of the
Parmar Controlled Entities have delivered Delaware Voting
Agreements to the Parent.
If the Shareholders fail to approve and adopt the Resolution,
the Acquisition will not occur. For more information about the
Merger Agreement, see Part 2 of the Proxy Statement.
If the Acquisition is approved at the General Meeting in the
manner set out above (and subject to all other Conditions being
satisfied and/or waived), CHT will be authorised to complete the
Acquisition and if the Acquisition is completed, all Common Shares
will be cancelled and converted into the right receive the
Acquisition Price, including those Shareholders who voted against
the Resolution at the General Meeting or who did not vote;
provided, however that:
-- a Shareholder's receipt of Promissory Notes may be delayed
until such time as it is confirmed by CHT that such notes may be
validly issued under applicable law (through a validly completed
and returned Form of Declarations in accordance with the
instructions set out in the Proxy Statement or the Form of
Declarations);
-- if a Delaware Voting Agreement is not validly executed the
promissory note consideration with respect to such Common Shares
will be satisfied pursuant to the terms of the B Subordinated
Promissory Notes (instead of pursuant to the terms of the A
Subordinated Promissory Notes); and
-- under Delaware law, instead of accepting the Acquisition
Price provided for in the Merger Agreement, Shareholders who
believe that such consideration is inadequate may dissent from the
Acquisition and demand to have their shares appraised by the
Delaware courts. This right of appraisal is subject to a number of
restrictions and technical requirements. Generally, in order to
exercise dissenters' appraisal rights under Delaware law, a
Shareholder may not vote in favour of adoption of the Merger
Agreement and must make a written demand for payment of the fair
value of his/hers/its shares prior to the vote on the Merger
Agreement. Further details of the appraisal rights are set out in
Part 4 of the Proxy Statement.
It is also a condition of the Merger Agreement that Shareholders
representing in aggregate of 89 per cent. of the Common Shares vote
to approve the Merger Agreement although this condition may be
waived by Parent at its sole discretion.
Following closing of the Acquisition, CHT will be a subsidiary
of Parent.
CHT has applied to cancel admission of Common Shares to trading
on AIM to take effect as soon as possible following closing of the
Acquisition, currently anticipated to be 27 January 2017. As a
result, after the Acquisition, the Common Shares will no longer be
publicly traded on AIM or elsewhere.
6. Recommendation of the Board and Special Committee
THE SPECIAL COMMITTEE UNANIMOUSLY BELIEVES THAT THE ACQUISITION
IS FAIR TO AND IN THE BEST INTERESTS OF THE UNAFFILIATED
SHAREHOLDERS AND UNANIMOUSLY RECOMMS THAT SUCH SHAREHOLDERS VOTE
"FOR" THE RESOLUTION. THE BOARD UNANIMOUSLY BELIEVES THAT THE
ACQUISITION IS FAIR TO AND IN THE BEST INTERESTS OF CHT AND ITS
SHAREHOLDERS AS A WHOLE AND UNANIMOUSLY RECOMMS THAT SHAREHOLDERS
VOTE "FOR" THE RESOLUTION.
7. Voting Record Time; Shareholders Entitled to Vote
In accordance with the laws of the State of Delaware and CHT's
Certificate of Incorporation and Bylaws, the Board has fixed 6.00
p.m. on 23 December 2016 as the Voting Record Time for determining
the Shareholders entitled to notice of, and to vote at, the General
Meeting. Accordingly, a Shareholder is entitled to notice of, and
to vote at, the General Meeting only if it is a record holder of
Common Shares at the Voting Record Time, and only in respect of
those shares actually held at the Voting Record Time.
DI Holders will require a letter of representation in order to
attend, speak or vote in person at the General Meeting. This may be
requested from the Receiving Agent by no later than 11.00 a.m. on
13 January 2017 or 72 hours before the time fixed for any adjourned
general meeting of the Company.
As of the Latest Practicable Date, there were 92,081,632 Common
Shares outstanding and entitled to vote.
8. Quorum; Adjournment and Postponement
A quorum must be present in order for the General Meeting to be
held. Pursuant to CHT's Articles of Incorporation and Bylaws, the
quorum required for the General Meeting consists of at least
one-third of the Common Shares present, in person or by proxy.
If within half an hour from the time appointed for the holding
of the General Meeting a quorum is not present, the General Meeting
will stand adjourned until such other date, time or place as
determined pursuant to CHT's Bylaws.
9. Voting Rights and Vote Required
Each Common Share outstanding at the Voting Record Time will
entitle its holder to one vote upon each of the matters to be
presented at the General Meeting.
Provided that a quorum is present, approval of the Resolution by
the single vote of the Shareholders will require:
-- Stockholder Approval; and
-- Majority of the Minority Approval.
It is also a condition of the Merger Agreement that Shareholders
representing in aggregate 89 per cent. of the Common Shares vote to
approve the Merger Agreement although this condition may be waived
by Parent in its sole discretion.
As at the Latest Practicable Date, to the Board's knowledge and
based on information disclosed to CHT by the Parmar Controlled
Entities, the Parmar Controlled Entities owned (legally or
beneficially) 49,302,598 Common Shares (which constitute 53.54 per
cent. of the Common Shares outstanding at the Latest Practicable
Date). Pursuant to the terms of the Merger Agreement, all of the
Parmar Controlled Entities have delivered Delaware Voting
Agreements to the Parent.
As of the Latest Practicable Date, CHT has received Voting
Agreements from Shareholders representing 91.95 per cent. of the
Common Shares. Of these, CHT has received Delaware Voting
Agreements from Shareholders representing 86.72 per cent. of the
Common Shares (which include the Parmar Controlled Entities) and UK
Voting Agreements from Shareholders representing 5.23 per cent. of
the Common Shares. Further details are set out in Part 5 of the
Proxy Statement.
Common Shares represented at the General Meeting which are not
voted on the Resolution, and Common Shares represented at the
General Meeting by proxy where the Shareholder has properly
withheld authority to vote on such proposal (i.e. abstained) will
be counted for the purposes of determining whether a quorum exists
and all Common Shares (even those not represented at the General
Meeting) will be counted for determining the voting power of
Shareholders entitled to vote at the General Meeting (except that
the Common Shares of the Parmar Controlled Entities shall not be
included in determining the voting power of Shareholders for the
Majority of the Minority Approval).
10. Voting Procedures
For information on how to vote at the General Meeting (including
by proxy), please see the detailed notes to the Notice of General
Meeting at the end of the Proxy Statement and the instructions to
the Form of Proxy and Form of Direction.
To be valid:
-- a Form of Proxy should be completed and returned to Capita
Asset Services, Corporate Actions, The Registry, 34 Beckenham Road,
Beckenham, Kent BR3 4TU as soon as possible and, in any event, so
as to arrive by no later than 11.00 a.m. on 16 January 2017.
-- a Form of Direction (for holders of Depositary Interests
only) should be completed and returned to Capita IRG Trustees
Limited, The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU,
as soon as possible and, in any event, by no later than 11.00 a.m.
on 13 January 2017.
11. Assistance
If you have any questions relating to the General Meeting, the
Proxy Statement or the completion and return of the Voting
Agreements, Form of Proxy, Form of Direction, the Tax Forms and/or
Form of Declarations, please address your questions in writing to
Capita Asset Services, Corporate Actions, The Registry, 34
Beckenham Road, Beckenham, Kent BR3 4TU, or call Capita Asset
Services on +44 (0)371 664 0321. Calls are charged at the standard
geographic rate and will vary by provider. Calls outside the United
Kingdom will be charged at the applicable international rate. The
phone lines will be open between 9.00 a.m. to 5.30 p.m. London
time, Monday to Friday excluding public holidays in England and
Wales. Please note that the Receiving Agent cannot provide any
financial, legal or tax advice and calls may be recorded and
monitored for security and training purposes.
SHAREHOLDERS ARE URGED TO COMPLETE, SIGN, DATE AND RETURN THE
FORM OF PROXY AND/OR FORM OF DIRECTION IN THE PRE-PAID ENVELOPE
PROVIDED WITH THE PROXY STATEMENT.
A REGISTERED HOLDER OF COMMON SHARES SHALL BE RESPONSIBLE FOR
ENSURING THAT THE FORM OF DECLARATIONS, THE VOTING AGREEMENTS AND
THE TAX FORMS (AS APPLICABLE) ARE COMPLETED BY THE REGISTERED
HOLDER AND THE ULTIMATE BENEFICIAL OWNER IN ACCORDANCE WITH THE
INSTRUCTIONS SET OUT IN PARAGRAPH 3 UNDER "ACTION TO BE TAKEN"
ABOVE AND IN THE FORM OF DECLARATIONS AND THAT ALL SUCH COMPLETED
AND EXECUTED DOCUMENTS ARE SENT BY THE REGISTERED HOLDER TO CAPITA
ASSET SERVICES, CORPORATE ACTIONS, THE REGISTRY, 34 BECKENHAM ROAD,
BECKENHAM, KENT BR3 4TU AS SOON AS POSSIBLE AND, IN ANY EVENT, SO
AS TO ARRIVE BY NO LATER THAN 11.00 A.M. ON 16 JANUARY 2017.
TO THE EXTENT THAT ULTIMATE BENEFICIAL OWNERS ARE NOT THE
REGISTERED HOLDERS THEY MUST ENSURE THAT SUCH COMPLETED AND
EXECUTED DOCUMENTS ARE RETURNED TO THE REGISTERED HOLDERS FOR
ONWARD TRANSMISSION TO CAPITA AND NO FORMS SHOULD BE SENT DIRECTLY
TO CAPITA BY AN ULTIMATE BENEFICIAL OWNER UNLESS SUCH PERSON IS
ALSO THE REGISTERED HOLDER.
SHAREHOLDERS SHOULD NOT S ANY CERTIFICATES REPRESENTING COMMON
SHARES WITH THEIR VOTING AGREEMENT, FORM OF DECLARATIONS, FORM OF
PROXY OR FORM OF DIRECTION.
IF THE ULTIMATE BENEFICIAL OWNER AND THE REGISTERED HOLDER ARE
THE SAME PERSON SUCH COMPLETED AND EXECUTED DOCUMENTS SHOULD BE
SENT DIRECT BY THE REGISTERED HOLDER TO THE RECEIVING AGENT AT THE
ABOVE ADDRESS TO ARRIVE NO LATER THAN 11.00 a.m. ON 16 JANUARY
2017.
Important Notices:
Disclaimers
finnCap, which is authorised and regulated in the United Kingdom
by the Financial Conduct Authority, is acting exclusively for CHT
as its nominated adviser and no one else in connection with the
Acquisition and will not be responsible to anyone other than CHT
for providing the protections afforded to clients of finnCap nor
for providing advice in connection with the Acquisition or the
content of, or any other matter or arrangement described or
referred to in, this announcement..
This announcement is for information purposes only and is not
intended to, and does not constitute, or form part of any offer,
invitation, inducement or the solicitation of an offer to purchase,
otherwise acquire, subscribe for, sell or otherwise dispose of or
exercise rights in respect of any securities or the solicitation of
any vote or approval in any jurisdiction pursuant to the
Acquisition or otherwise. Any vote, decision in respect of, or
other response to, the Acquisition should be made only on the basis
of the information contained in the Proxy Statement. Each CHT
Shareholder is urged to consult its independent professional
advisers immediately regarding the tax consequences of the
Acquisition applicable to them.
In accordance with normal practice in the United Kingdom, the
Parent or its nominees, or its brokers (acting as agents), may from
time to time make certain purchases of, or arrangements to
purchase, Common Shares, other than pursuant to the Acquisition,
until the date on which the Acquisition 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 United Kingdom, will be reported to a
Regulatory Information Service and will be available on the London
Stock Exchange website at www.londonstockexchange.com.
Overseas Shareholders
The ability of Overseas Shareholders to participate in the
Acquisition and the distribution of this announcement in, into or
from jurisdictions other than the United Kingdom may be restricted
by the laws of those jurisdictions and therefore persons into whose
possession this announcement comes should inform themselves of, and
observe, any such restrictions. Any person (including without
limitation, nominees, trustees and custodians) who would, or
otherwise intends to, forward this announcement, the Proxy
Statement, the Form of Proxy or any accompanying document to any
jurisdiction outside the United Kingdom should refrain from doing
so and seek appropriate professional advice before taking any
action. If any Overseas Shareholder remains in any doubt, it should
consult an appropriate independent professional adviser in its
relevant jurisdiction without delay. In particular, the ability of
persons who are not resident in the United Kingdom to vote their
Common Shares at the General Meeting or to execute and deliver a
Form of Proxy appointing another to vote their Common Shares in
respect of the General Meeting on their behalf, may be affected by
the laws of the relevant jurisdiction in which they are
located.
Failure to comply with any such restrictions may constitute a
violation of the securities laws of any such jurisdiction. To the
fullest extent permitted by applicable law, the companies and
persons involved in the Acquisition disclaim any responsibility or
liability for the violation of such restrictions by any person.
This announcement has been prepared for the purposes of complying
with the laws of the United Kingdom and State of Delaware and
information disclosed may not be the same as that which would have
been prepared in accordance with laws of jurisdictions outside of
the United Kingdom and the State of Delaware. In particular, the
Acquisition is not governed by the Takeover Code and Shareholders
will not be afforded the protection of the Takeover Code.
This announcement is not intended to, and does not, 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.
Cautionary Note Regarding Forward-Looking Statements
This announcement contains statements that are or may be
forward-looking statements. All statements other than statements of
historical facts may be forward-looking statements, including
statements that relate to CHT, Parent and/or their respective
subsidiaries' future prospectus, developments and strategies prior
to and after the consummation of the Acquisition.
Forward-looking statements can be identified by the use of terms
and phrases such as "believe", "targets", "expects", "aim",
,"anticipate", "projects", "would", "could", "envisage",
"estimate", "intend", "may", "plan", "will" or the negative of
those, variations or comparable expressions, including references
to assumptions. Forward-looking statements may include statements
relating to the following: (i) future capital expenditures,
expenses, revenues, earnings, synergies, economic performance,
indebtedness, financial condition, dividend policy, losses and
future prospects; (ii) business and management strategies and the
expansion and growth of CHT's and Parent's operations and potential
synergies resulting from the Acquisition; and (iii) the effects of
government regulation on CHT's and Parent's business. The
forward-looking statements in this announcement are based on
current expectations and are subject to unknown risks and
uncertainties that could cause actual results, performance and
achievements to differ materially from any results, performance or
achievements expressed or implied by such forward-looking
statements. These forward-looking statements are based on numerous
assumptions regarding the present and future business strategies of
CHT, Parent and/or their respective subsidiaries and the
environment in which each will operate in the future prior to and
after the consummation of the Acquisition and readers are cautioned
not to place undue reliance on such forward-looking statements. All
subsequent oral or written forward-looking statements attributed to
CHT, Parent and/or their respective subsidiaries or any persons
acting on their behalf are expressly qualified in their entirety by
the cautionary statement above.
Each forward-looking statement speaks only as at the Latest
Practicable Date. Except as required by applicable law or
regulatory requirement (including the AIM Rules), neither CHT nor
any other party intends to update or revise these forward-looking
statements, whether as a result of new information, future events
or otherwise.
There can be no assurance that forward-looking statements will
prove to be accurate, as actual results and future events could
differ materially from those anticipated in such statements.
Accordingly, readers should not place undue reliance on
forward-looking statements.
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 CHT or Parent, as appropriate, for the
current or future financial years would necessarily match or exceed
the historical published earnings or earnings per share for CHT or
Parent, as appropriate.
Rounding
Certain figures included in this announcement have been
subjected to rounding adjustments. Accordingly, figures shown for
the same category presented in different tables may vary slightly
and figures shown as totals in certain tables may not be an
arithmetic aggregation of the figures that precede them.
Exchange Rates
The Acquisition Price is fixed in USD and the risk of
fluctuations of the sterling equivalent at closing will be borne by
Shareholders. Amounts not denominated in sterling in this
announcement have been converted into Sterling at the prevailing
exchange rate as quoted from Bloomberg at the close of business in
London on the relevant date.
The following definitions apply throughout this announcement,
unless the context otherwise requires:
"A Subordinated a subordinated promissory note
Promissory Note" issued by Sub that provides for
certain payment rights for Shareholders
that sign a Delaware Voting Agreement,
as described in Part 3 of the Proxy
Statement;
"AC" Alpha Cepheus, a Delaware limited
liability company;
"Acquired Corporations" (a) CHT; (b) each of CHT's subsidiaries;
and (c) any other Entity that has
been merged with or into, or that
is a predecessor to, any of the
Entities identified in paragraphs
(a) or (b) above;
"Acquisition" the recommended acquisition of
the entire issued and to be issued
ordinary share capital of CHT by
the Parent at the Acquisition Price
in cash and Promissory Notes through
the merger of Sub with and into
CHT pursuant to the laws of the
State of Delaware and the terms
of the Merger Agreement and, where
the context admits, any subsequent
variation, revision, extension
or renewal thereof;
"Acquisition $2.93 in cash and $0.43 in Promissory
Price" Notes per share;
"Acquisition any inquiry, indication of interest,
Proposal" proposal or offer made by any Person
(other than Parent or any of its
Affiliates) contemplating or otherwise
relating to any Acquisition Transaction;
"Acquisition any transaction or series of related
Transaction" transactions involving: (a) any
merger, exchange, consolidation,
business combination, plan of arrangement,
issuance of securities, acquisition
of securities, reorganization,
recapitalization, takeover offer,
tender offer, exchange offer or
other similar transaction: (i)
in which a Person or "group" (as
defined in the Exchange Act) of
Persons directly or indirectly
acquires beneficial or record ownership
of securities representing more
than 50.1 per cent. of the outstanding
securities of any class of voting
securities of any of the Acquired
Corporations whose assets, individually
or in the aggregate, constitute
50.1 per cent. or more of the consolidated
assets of CHT (as determined on
a book value basis); or (ii) in
which any of the Acquired Corporations
whose assets, individually or in
the aggregate, constitute 50.1
per cent. or more of the consolidated
assets of CHT (as determined on
a book value basis) issues securities
representing more than 50.1 per
cent. of the outstanding securities
of any class of any Acquired Corporation's
voting securities; (b) any sale,
lease, exchange, transfer, license
or disposition of any business
or businesses or assets that constitute
or account for 50.1 per cent. or
more of the consolidated net revenues,
consolidated net income or consolidated
assets of the Acquired Corporations
taken as a whole; or (c) any liquidation
or dissolution of any of the Acquired
Corporations whose assets, individually
or in the aggregate, constitute
50.1 per cent. or more of the consolidated
assets of CHT (as determined on
a book value basis);
"Affiliate" has the meaning given to such term
in Rule 12b-2 under the Exchange
Act; provided that (a) neither
Parent, Sub nor any other member
of the Purchaser Group shall be
deemed to be Affiliates of any
Acquired Corporation and (b) no
Acquired Corporation shall be deemed
to be an Affiliate of Parent, Sub
or any other member of the Purchaser
Group for any purpose;
"AIM" AIM, the market of that name operated
by the London Stock Exchange;
"AIM Rules" the rules applicable to AIM as
published by the London Stock Exchange
from time to time;
"B Subordinated a subordinated promissory note
Promissory Note" issued by Sub that provides for
certain payment rights for Shareholders
that do not sign a Delaware Voting
Agreement, as described in Part
3 of the Proxy Statement;
"Board" the board of directors of CHT;
"Business Day" a day (other than Saturday, Sunday
or a public holiday) on which banks
are open for business in London
or where such term is used in the
context of the Merger Agreement,
a day other than Saturday, Sunday
or another day on which commercial
banks in New York, New York are
closed for business;
"CC Capital" CC Capital Management, LLC;
"CC Capital CC Capital CHT Holdco LLC, a subsidiary
CHT Holdco" of CC Capital;
"CH" Constellation Health, LLC, a Delaware
limited liability company;
"CHT" or "Company" Constellation Healthcare Technologies,
Inc, a Delaware Corporation;
"Common Shares" shares of common stock in the capital
of CHT, par value of $0.0001 (and,
where the context so requires,
CHT Depository Interests representing
such shares);
"Conditions" the conditions to the Acquisition
set out in the Merger Agreement
and summarised in Part 2 of the
Proxy Statement;
"Contemplated the Acquisition and the other transactions
Transactions" contemplated by the Merger Agreement,
and the Voting Agreements and the
transactions contemplated therein;
"Contributed the Common Shares conveyed pursuant
Shares" to the Contribution;
"Contribution" the contribution of 17,862,074
Common Shares by CH to AC and 6,993,563
Common Shares and the Contributed
Promissory Note by FUH to AC, followed
by AC's contribution of such Contributed
Shares and the Contributed Promissory
Note to Parent;
"CREST" a relevant system (as defined in
the Regulations) in respect of
which Euroclear UK & Ireland Limited
is the Operator (as defined in
the Regulations);
"Delaware Voting a voting and support agreement
Agreement" (including a waiver and release
of claims) to approve the Acquisition
governed by the laws of the State
of Delaware, in substantially the
form set out in the Merger Agreement
and as described in Part 5 of the
Proxy Statement;
"Depository interests which represent the Common
Interests" or Shares (which are held by Capita
"DI" IRG Trustees Limited in exchange
for the issue of a dematerialised
depository interest representing
the Common Shares and which are
held on trust for the holders of
such interests) and are tradable
through CREST;
"Director" or a director of CHT;
"CHT Director"
"DI holders" holders of CHT Depository Interests;
"Effective" in the context of the Acquisition,
the Merger Agreement becoming effective
in accordance with the terms of
the Merger Agreement;
"Entity" any corporation (including any
non-profit corporation), general
partnership, limited partnership,
limited liability partnership,
joint venture, joint venture syndicate,
estate, trust, company (including
any company limited by shares,
limited liability company or joint
stock company), firm, society or
other enterprise, association,
organisation or entity;
"Exchange Act" the Securities Exchange Act of
1934, as amended;
"Euroclear" Euroclear UK & Ireland Limited;
"FCA" or "Financial the UK Financial Conduct Authority;
Conduct Authority"
"finnCap" finnCap Ltd, the nominated adviser
and broker to CHT for the purposes
of the AIM Rules;
"Form of Declarations" the form of declarations relating
to the ultimate beneficial ownership
of Common Shares, a copy of which
is available on CHT's website at
http://www.constellationhealthgroup.com;
"Form of Direction" the form of direction for use at
the General Meeting, which accompanies
the Proxy Statement;
"Form of Proxy" the form of proxy for use at the
General Meetings, which accompanies
the Proxy Statement;
"FUH" First United Health, LLC, a Delaware
limited liability company;
"General Meeting" the General Meeting of the Shareholders
to be held at 11.00 a.m. on 18
January 2017 at the offices of
finnCap Ltd at 60 New Broad Street,
London EC2M 1JJ, notice of which
is set out in Part 8 of the Proxy
Statement (including any adjournment
thereof) to be convened in connection
with the Acquisition;
"Go-Shop Period" the period from the date of the
Merger Agreement until 11:59 p.m.,
Eastern Time on December 24, 2016;
"Governmental any: (a) nation, state, commonwealth,
Entity" province, territory, county, municipality,
tribal territory, district or other
jurisdiction of any nature; (b)
US federal, state, local or municipal,
non-US or other government; (c)
governmental or quasi-governmental
authority of any nature (including
any governmental division, department,
agency, commission, instrumentality,
official, ministry, fund, foundation,
center, organization, unit, body
or Entity and any court or other
tribunal); (d) self-regulatory
organization (including the London
Stock Exchange and the FCA); or
(e) any government healthcare program
contractor;
"IRS" the US Internal Revenue Services;
"Latest Practicable 23 December 2016, being the last
Date" Business Day prior to posting of
the Proxy Statement;
"Legal Proceeding" any action, suit, litigation, arbitration,
proceeding (including any civil,
criminal, administrative, investigative
or appellate proceeding), hearing,
audit, examination or investigation,
commenced, brought, conducted or
heard by or before, or otherwise
involving, any court or other Governmental
Entity or any arbitrator or arbitration
panel;
"London Stock London Stock Exchange Group plc,
Exchange" a public limited company incorporated
in England and Wales with registered
number 5369106;
"Losses" with respect to any Loss Party,
any losses, damages, liabilities,
claims, costs, fees and expenses
(including the fees of attorneys
and advisors), interest, penalties,
judgments and settlements or any
other cost and liability of any
nature whatsoever, including any
incidental, indirect, consequential
or special damages, in each case,
as may be incurred, suffered or
otherwise payable by any Loss Party;
"Loss Party" the Company, Parent, Sub, the Surviving
Corporation, CC Capital and any
of their respective Affiliates,
and also includes any of their
respective former, current and
future direct or indirect equity
holders, controlling persons, stockholders,
directors, officers, employees,
agents, members, managers, general
or limited partners or assignees;
provided that Loss Party shall
not include any former or current
stockholder of the Company who
is a plaintiff in any action, claim,
suits or other legal proceedings
relating to the Contemplated Transactions
(other than Parent, Sub or their
respective Affiliates, who, for
the avoidance of doubt, shall be
deemed Loss Parties);
"Majority of the holders of the majority of
the Minority outstanding Common Shares, other
Approval" than those Common Shares held by
an "officer" of CHT (as defined
in Rule 16a-1(f) promulgated under
the Exchange Act) and the Parmar
Controlled Entities, voting in
favour of the adoption of the Merger
Agreement;
"Merger Agreement" the Agreement and plan of merger,
dated 24 November 2016, by and
among CHT, Sub, Parent, CC Capital
and Orion and as described in Part
2 of the Proxy Statement;
"Notice of General the Notice of General Meeting set
Meeting" out at the end of the Proxy Statement;
"Orion" Orion Healthcorp, Inc. (a wholly
owned subsidiary of CHT);
"Overseas Shareholders" Shareholders (or nominees, custodians
or trustees of Shareholders) who
are resident in, or nationals or
citizens of jurisdictions outside
of the UK or who are citizens or
residents of countries other than
the UK;
"Panel" or "Takeover the UK Panel on Takeovers and Mergers;
Panel"
"Parent" CHT Holdco, LLC, a Delaware Corporation;
"Parmar Controlled entities managed, whether directly
Entity" or indirectly, by Paul Parmar and
Sotirios ("Sam") Zaharis namely
PBPP Partners LLC, MYMSMD LLC,
PPSR Partners LLC, Blue Mountain
Healthcare LLC, Parent, Sub, FUH,
CH and AC, which together are interested
in 49,302,598 Common Shares (including
the Contributed Shares) representing
53.54 per cent. of the issued and
outstanding Common Shares as at
the Latest Practicable Date;
"Person" or any individual, person (including
"Persons" a "person" as defined in Section
13(d)(3) of the Exchange Act),
Entity or Governmental Entity;
"Proceeding" any threatened or pending action,
suit, litigation, arbitration,
proceeding (including any civil,
criminal, administrative, investigative
or appellate proceeding), hearing,
audit, examination or investigation,
whether formal or informal, commenced,
brought, conducted or heard by
or before, or otherwise involving,
any court or other Governmental
Entity or any arbitrator or arbitration
panel;
"Promissory an A Subordinated Promissory Note
Note" or a B Subordinated Promissory
Note;
"Proxy Statement" the document to be sent to Shareholders
in connection with seeking the
adoption of the Merger Agreement,
containing and setting out the
terms of the Acquisition and the
notice convening the General Meeting;
"Purchaser Group" Parent, Sub, Paul Parmar, each
Contributing Entity and CC Capital;
"Receiving Agent" Capita Asset Services, a trading
or "Capita" name of Capita Registrars Limited;
"Registrar" Capita Registrars (Guernsey) Limited;
"Regulations" the Uncertificated Securities Regulations
2001 (SI2001 No. 3755), as amended
from time to time;
"Regulatory a service approved by the London
Information Stock Exchange for the distribution
Service" to the public of announcements
and included on the list maintained
on the London Stock Exchange's
website;
"Resolution" the resolution to be proposed at
the General Meeting to approve
the Merger Agreement in connection
with the Acquisition;
"Shareholder" a holder of Common Shares;
"Special Committee all of the members of the Board
save for Mark Feuer, Paul Parmar
and Sam Zaharis;
"Stockholder affirmative vote of a majority
Approval" of the aggregate voting power of
the issued and outstanding shares
of Common Shares;
"Sub" CHT MergerSub, Inc., a Delaware
corporation;
"Superior Proposal" an unsolicited bona fide written
Acquisition Proposal that (a) did
not results from a breach of the
Merger Agreement; (b) is not subject
to a financing contingency and
in respect of which any required
financing is then committed; (c)
includes merger consideration in
excess of the aggregate Acquisition
Price pursuant to the terms of
the Merger Agreement; and (d) is
determined by the Board or any
independent committee, in its good
faith judgement, and after taking
into account, among other things,
all legal, financial, regulatory
and other aspects of the offer,
including any conditions, and the
identity of the offeror and the
likelihood and anticipated timing
of consummation, to be more favourable
from a financial point of view
to the Shareholders (other than
members of the Purchaser Group)
than the Acquisition;
"Superior Proposal at any time prior to the receipt
Determination" of the later of the Stockholder
Approval and the Majority of the
Minority Approval, the Board or
any independent committee's determination
in good faith, after consultation
with its outside legal counsel,
that an Acquisition Proposal not
in violation of the Merger Agreement
constitutes a Superior Proposal;
"Surviving Corporation" CHT, following the Sub having merged
with and into CHT and the separate
corporate existence of Sub shall
ceasing thereupon, being the surviving
corporation in the Acquisition
and continuing to be governed by
the laws of the State of Delaware;
"Takeover Code" the UK City Code on Takeovers and
Mergers;
"Tax Forms" IRS Form W-9, IRS Form W-8BEN;
IRS Form W-8BEN-E; and Form W-8IMY;
"UK Voting Agreement" a form of irrevocable commitment
to vote in favour of the Acquisition
(but not including a waiver and
release of claims) governed by
English law, in substantially the
form set out in the Merger Agreement
and as described in Part 5 of the
Proxy Statement;
"Unaffiliated Shareholders unaffiliated with
Shareholders" CHT or the Parmar Controlled Entities;
"United Kingdom" the United Kingdom of Great Britain
or "UK" and Northern Ireland;
"United States" the United States of America, its
or "US" territories and possessions, any
state of the United States of America
and the District of Columbia and
all other areas subject to its
jurisdiction;
"Voting Agreement" either a Delaware Voting Agreement
or a UK Voting Agreement;
"Voting Record 6.00 p.m. on 23 December 2016,
Time" the time and date set by the Board
as the record time and date for
determining the Shareholders entitled
to vote at the General Meeting.
"GBP" or "sterling" pounds sterling, the lawful currency
of the United Kingdom and reference
to "pence" and "p" shall be construed
accordingly; and
"$" or "USD" US dollars, the lawful currency
of the United States of America
and reference to "cents" shall
be construed accordingly;
References to an enactment include references to that enactment
as amended, replaced, consolidated or re-enacted by or under any
other enactment before or after the Latest Practicable Date.
All the times referred to in the Proxy Statement are London
times unless otherwise stated.
References to the singular include the plural and vice
versa.
This information is provided by RNS
The company news service from the London Stock Exchange
END
ODPGMMZZNRDGVZG
(END) Dow Jones Newswires
December 28, 2016 02:08 ET (07:08 GMT)
Constellation Healthcare (LSE:CHT)
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から 3 2025 まで 4 2025
Constellation Healthcare (LSE:CHT)
過去 株価チャート
から 4 2024 まで 4 2025
