TIDMISAT
RNS Number : 4177V
Inmarsat PLC
03 December 2019
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD
CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH
JURISDICTION
FOR IMMEDIATE RELEASE
3 December 2019
Recommended cash acquisition of
Inmarsat Plc ("Inmarsat")
by
Connect Bidco Limited ("Bidco")
a newly incorporated entity owned by a consortium of (i) funds
advised by Apax; (ii) funds advised by Warburg Pincus or its
affiliates; (iii) Canada Pension Plan Investment Board; and (iv)
Ontario Teachers' Pension Plan Board
Statement by Inmarsat in relation to the Court Hearing
Inmarsat announces that, further to its announcements on 20
November 2019 and 29 November 2019 regarding evidence being
provided to a law firm representing certain contesting shareholders
(the "Contesting Shareholders"), it has received confirmation from
the same law firm that the Contesting Shareholders no longer intend
to raise objections to the Scheme being sanctioned at the Court
Hearing today.
Inmarsat will make a further announcement at the conclusion of
the Court Hearing.
Unless otherwise defined, all capitalised terms in this
announcement shall have the meaning given to them in the scheme
document dated 18 April 2019 (the "Scheme Document").
Enquiries:
Inmarsat
Alison Horrocks +44 20 7728 1626
Jon Sinnatt +44 20 7728 1935
Rob Gurner +44 20 7728 1518
Rob Walker (Headland) +44 20 3805 4805
Stephen Malthouse (Headland) +44 20 3805 4844
J.P. Morgan Cazenove (Financial
Adviser to Inmarsat)
Hugo Baring
Charles Harman
Jonty Edwards
James Summer +44 20 7742 4000
PJT Partners (Financial Adviser
to Inmarsat)
Simon Lyons
Scott Matlock
Jim Murray +44 20 3650 1100 / +1 212
Jonathan Hall 364 7800
Credit Suisse (Financial Adviser
to Inmarsat)
Cathal Deasy
Eric Federman
Antonia Rowan
Ben Deary +44 20 7888 8888
Further information
This announcement is for information purposes only and is not
intended to and does not constitute, or form part of, an offer,
invitation or the solicitation of an offer to purchase, subscribe
for, otherwise acquire, sell or otherwise dispose of any securities
or the solicitation of any vote or approval in any jurisdiction
pursuant to the Acquisition or otherwise, nor shall there be any
sale, issuance or transfer of securities in any jurisdiction in
contravention of applicable law. This announcement does not
constitute a prospectus or a prospectus equivalent document.
The Acquisition is made solely pursuant to the terms of the
Scheme Document, which, together with the Forms of Proxy, contains
the full terms and conditions of the Scheme.
This announcement has been prepared for the purpose of complying
with English law and the Takeover 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 and regulations of jurisdictions outside the United
Kingdom.
The Acquisition will be subject to the applicable requirements
of the Takeover Code, the Panel, the London Stock Exchange ("LSE")
and the Financial Conduct Authority ("FCA").
Important notices about financial advisers
J.P. Morgan Securities plc, which conducts its UK investment
banking business as J.P. Morgan Cazenove ("J.P. Morgan Cazenove"),
is authorised in the United Kingdom by the PRA and regulated by the
PRA and the FCA. J.P. Morgan Cazenove is acting as financial
adviser exclusively for Inmarsat and no one else in connection with
the Acquisition and will not regard any other person as its client
in relation to the Acquisition and will not be responsible to
anyone other than Inmarsat for providing the protections afforded
to clients of J.P. Morgan Cazenove or its affiliates, nor for
providing advice in relation to the Acquisition or any other matter
or arrangement referred to herein.
PJT Partners (UK) Limited ("PJT Partners") which is authorised
and regulated by the FCA in the United Kingdom is acting
exclusively for Inmarsat and no one else in connection with the
matters described herein and will not be responsible to anyone
other than Inmarsat for providing the protections afforded to
clients of PJT Partners or for providing advice in connection with
the matters described herein. Neither PJT Partners nor any of its
subsidiaries, branches or affiliates owes or accepts any duty,
liability or responsibility whatsoever (whether direct or indirect,
whether in contract, in tort, under statute or otherwise) to any
person who is not a client of PJT Partners in connection with this
announcement, any statement contained herein or otherwise.
Credit Suisse International ("Credit Suisse"), which is
authorised by the PRA and regulated by the FCA and the PRA in the
United Kingdom, is acting as financial adviser exclusively for
Inmarsat and no one else in connection with the matters set out in
this announcement and will not be responsible to any person other
than Inmarsat for providing the protections afforded to clients of
Credit Suisse, nor for providing advice in relation to the content
of this announcement or any matter referred to herein. Neither
Credit Suisse nor any of its subsidiaries, branches or affiliates
owes or accepts any duty, liability or responsibility whatsoever
(whether direct or indirect, whether in contract, in tort, under
statute or otherwise) to any person who is not a client of Credit
Suisse in connection with this announcement, any statement
contained herein or otherwise.
Forward-looking statements
This announcement and the evidence which is being made available
(as referred to above) may contain certain "forward-looking
statements", beliefs or opinions with respect to the financial
condition, results of operations and business of Inmarsat or
Ligado. These forward-looking statements can be identified by the
fact that they do not relate only to historical or current facts.
Forward-looking statements also often use words such as "believe",
"aims", "continue", "will", "may", "should", "would", "could",
"likely" or other words of similar meaning. These statements are
based on assumptions and assessments made by Inmarsat and its
directors, in light of their experience and their perception of
historical trends, current conditions, future developments and
other factors they believe appropriate. By their nature,
forward-looking statements involve risk and uncertainty because
they relate to events and depend on circumstances that will occur
in the future and the factors described in the context of such
forward-looking statements in this announcement or the evidence
that could cause actual results and developments to differ
materially from those expressed in or implied by them. Although it
is believed that the expectations reflected in such forward-looking
statements are reasonable, no assurance can be given by Inmarsat or
its directors that such expectations will prove to have been
correct and you are therefore cautioned not to place undue reliance
on these forward-looking statements which speak only as at the date
of this announcement or the evidence (as applicable). Neither
Inmarsat nor any of its directors assumes any obligation and
Inmarsat and its directors disclaim any intention or obligation to
update or correct the information contained in this announcement or
the evidence (whether as a result of new information, future events
or otherwise), except as required by applicable law or regulation
(including under the Takeover Code, the Listing Rules and the
Disclosure Guidance and Transparency Rules of the FCA).
There are several factors which could cause actual results to
differ materially from those expressed or implied in
forward-looking statements. Among the factors that could cause
actual results to differ materially from those described in the
forward-looking statements are the satisfaction of the conditions,
as well as additional factors such as changes in global, political,
economic, business, competitive, market and regulatory forces,
future exchange and interest rates, changes in tax rates and future
business combinations or dispositions. Such forward-looking
statements should therefore be construed in the light of such
factors. Neither Inmarsat nor any of its 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 or the evidence
will or will not actually occur.
Publication on website
A copy of this announcement will be available on Inmarsat's
website at https://investors.inmarsat.com/ by no later than 12 noon
(London time) on the Business Day following the date of this
announcement.
The content of Inmarsat's website is not incorporated into and
does not form part of this announcement.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
MSCUGGPUPUPBUUW
(END) Dow Jones Newswires
December 03, 2019 02:00 ET (07:00 GMT)
Inmarsat (LSE:ISAT)
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