Statement regarding adjournment of the Meetings

Instem plc

18 October 2023

 

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

FOR IMMEDIATE RELEASE

18 October 2023

INSTEM PLC

Recommended Cash Offer by Ichor Management Limited

Statement regarding adjournment of the Meetings

ARCHIMED Offer

On 30 August 2023, the board of directors of Ichor Management Limited ("Bidco"), a newly incorporated company controlled by funds managed by ARCHIMED SAS, and the board of directors of Instem plc ("Instem") announced that they had reached agreement on the terms of a recommended cash offer by Bidco for the entire issued and to be issued share capital of Instem (the "ARCHIMED Offer").

The scheme document in respect of the ARCHIMED Offer (the "Scheme Document") was published and made available to Instem Shareholders on 25 September 2023. Capitalised terms used but not otherwise defined in this announcement shall have the meaning given to them in the Scheme Document.

On 13 October 2023, Bidco announced that the financial terms of the ARCHIMED Offer, including the Acquisition Price, are final and will not be increased, except that Bidco reserved the right to revise the financial terms of the ARCHIMED Offer if (i) there is an announcement on or after the date of Bidco's 13 October 2023 announcement of a firm offer or a possible offer for Instem by a third party offeror or potential offeror on more favourable terms than the Acquisition Price; or (ii) the Takeover Panel otherwise provides its consent (the "No Increase Statement").

Potential Offerors

The board of Instem (the "Board") today announces that since the announcement of the ARCHIMED Offer on 30 August 2023, it has received approaches from five separate third parties, made up of both sponsors and corporate institutions (the "Potential Offerors"). As required under Rule 21.3 of the Code, the Board confirms that it provided diligence access to the Potential Offerors for the purpose of evaluating a possible competing offer.

The Board facilitated each Potential Offeror receiving sufficient information and access to management as it requested, in order to progress its interest. However, as at the date of this announcement, all of the Potential Offerors have withdrawn their interest. There are no ongoing discussions with any of the Potential Offerors nor any other third party regarding a potential competing offer for Instem.

Adjournment of the Meetings

Following this announcement and the No Increase Statement released by Bidco, the Board believes Instem Shareholders should be allowed additional time to consider their votes. Therefore, the Board intends to adjourn the Court Meeting and the General Meeting relating to the ARCHIMED Offer scheduled to be held on 19 October 2023 to 10.00 a.m. on 2 November 2023 in the case of the Court Meeting, and 10.15 a.m. (or as soon thereafter as the Court Meeting concludes or is adjourned) on 2 November 2023 in the case of the General Meeting.

The ARCHIMED Offer will not lapse as a result of this announcement or the adjournment of the Meetings to 2 November 2023.

Proposed changes to timetable

Instem will notify Instem Shareholders of the revised timetable and process in due course.

Recommendation

Given the statements above, the Board, who have been so advised by Rothschild & Co and Singer Capital Markets as to the financial terms of the Acquisition, reaffirms its belief that the ARCHIMED Offer ascribes a highly attractive valuation to Instem as well as its unanimous recommendation that Instem Shareholders vote to approve the Scheme at the Court Meeting and vote in favour of the Special Resolution at the General Meeting.

Enquiries

Instem

Phil Reason                                                                                                           Via Walbrook

Nigel Goldsmith

Rothschild & Co (Financial Adviser to Instem)

Alistair Allen                                                                                       Tel: [phone]

Julian Hudson

Tom Palmer

Singer Capital Markets Advisory LLP (Nominated Adviser, Joint Financial Adviser and Joint Broker to Instem)

Peter Steel                                                                                           Tel: [phone]

Alex Bond

Oliver Platts

Stifel Nicolaus Europe Limited (Joint Broker to Instem)

Ben Maddison                                                                                     Tel: [phone]

Richard Short

Walbrook Financial PR (Public Relations Adviser to Instem)

Tom Cooper                                                                                        Tel: [phone]

Nick Rome

Joe Walker

Disclaimers

Rothschild & Co, which is authorised and regulated by the FCA in the United Kingdom, is acting exclusively as joint financial adviser to Instem and for no one else in connection with the matters referred to in this announcement and will not be responsible to anyone other than Instem for providing the protections afforded to clients of Rothschild & Co, nor for providing advice in relation to the acquisition of Instem or any other matters referred to in this announcement. Neither Rothschild & Co nor any of its subsidiaries, branches or affiliates (nor their respective directors, officers, employees or agents) 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 Rothschild & Co in connection with this announcement, any statement contained in this announcement, the acquisition of Instem or otherwise. No representation or warranty, express or implied, is made by Rothschild & Co as to the contents of this announcement.

Singer Capital Markets, which is authorised and regulated by the FCA in the United Kingdom, is acting exclusively as joint financial adviser and nominated adviser to Instem and no one else in connection with the matters referred to in this announcement and will not be responsible to anyone other than Instem for providing the protections afforded to clients of Singer Capital Markets, nor for providing advice in relation to the acquisition of Instem or any other matters referred to in this announcement. Neither Singer Capital Markets nor any of its affiliates (nor their respective directors, partners, officers, employees or agents) 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 Singer Capital Markets in connection with this announcement, any statement contained in this announcement, the acquisition of Instem or otherwise. No representation or warranty, express or implied, is made by Singer Capital Markets as to the contents of this announcement.

Further information

The statements contained in this announcement are made as at the date of this announcement, unless some other time is specified in relation to them, and service of this announcement shall not give rise to any implication that there has been no change in the facts set forth in this announcement since such date.

Publication on website

In accordance with Rule 26.1 of the Code, a copy of this announcement will be made available (subject to certain restrictions relating to persons resident in Restricted Jurisdictions), free of charge, on Instem's website at https://investors.instem.com by no later than 12:00 noon on the Business Day following the date of this announcement. Neither the contents of this website nor the content of any other website accessible from hyperlinks on such websites is incorporated into, or forms part of, this announcement.

Disclosure requirements of the Code

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 Instem 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) Instem 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 p.m. (London time) on the 10th Business Day following the commencement of the Offer Period and, if appropriate, by no later than 3.30 p.m. (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 Instem 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 Instem or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of Instem 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) Instem 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 p.m. (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 Instem 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 Instem and by any offeror, and Dealing Disclosures must also be made by Instem, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).

Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Takeover Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the Offer Period commenced and when any offeror was first identified. You should contact the Takeover Panel's Market Surveillance Unit on [phone] if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.

General

If you are in any doubt about the contents of this announcement or the action you should take, you are recommended to seek your own independent financial advice immediately from your stockbroker, bank manager, solicitor or independent financial adviser duly authorised under FSMA if you are resident in the United Kingdom or, if not, from another appropriate authorised independent financial adviser.

 

END