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Autonomy Corp PLC (AU.)

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Friday 14 October, 2011

Autonomy Corp PLC

Offer Update

RNS Number : 1689Q
Autonomy Corporation PLC
14 October 2011
 



FOR IMMEDIATE RELEASE

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION (DIRECTLY OR INDIRECTLY), IN WHOLE OR IN PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF ANY RELEVANT LAWS OF THAT JURISDICTION

14 October 2011

Recommended cash offer
by
HEWLETT-PACKARD VISION B.V.
an indirect wholly-owned subsidiary of Hewlett-Packard Company
for
AUTONOMY CORPORATION PLC

 

OFFER UPDATE - COMPULSORY ACQUISITION AND DELISTING

Introduction

On 18 August 2011, the Board of Hewlett-Packard Company ("HP") and the Board of Autonomy Corporation plc ("Autonomy") announced the terms of a recommended cash offer (the "Offer") by Hewlett-Packard Vision B.V. ("HP Vision"), an indirect wholly-owned subsidiary of HP, to acquire the entire issued and to be issued share capital of Autonomy.  The full terms of, and conditions to, the Offer and the procedure for acceptance were set out in the offer document issued by HP Vision on 22 August 2011 (the "Offer Document").  

The Offer was declared wholly unconditional on 3 October 2011.

Level of Acceptance and Compulsory Acquisition

As at 1:00 p.m. (London time) on 13 October 2011, HP Vision had received valid acceptances from Autonomy Shareholders in respect of 240,133,442 Autonomy Shares (representing approximately 96.32 per cent. in value of, and 96.32 per cent. of the voting rights carried by, the shares to which the Offer relates).  Accordingly, such valid acceptances having been received, as set out in paragraph 14 of Part II of the Offer Document, HP Vision confirms that it intends to commence the exercise of its rights pursuant to Sections 974 to 991 of the Companies Act to acquire compulsorily, on the same terms as the Offer, the remaining Autonomy Shares in respect of which the Offer has not been accepted.  HP Vision intends to commence posting of formal notices to relevant Autonomy shareholders under section 979 shortly.  The compulsory acquisition procedure is currently expected to conclude by December 2011.

Procedure for acceptance of the Offer

The Offer will remain open until further notice and at least 14 days' notice will be given of the closing of the Offer. 

Autonomy Shareholders who have not yet accepted the Offer are urged to do so immediately.

To accept the Offer in respect of Autonomy Shares held in certificated form, Autonomy Shareholders must complete, sign and return the Form of Acceptance, together with their share certificate(s) or other relevant document(s) of title, in accordance with the instructions contained therein and set out in the Offer Document.

To accept the Offer in respect of Autonomy Shares held in uncertificated form (that is, in CREST), Autonomy Shareholders must follow the procedure for electronic acceptance through CREST in accordance with the instructions set out in the Offer Document. If Autonomy Shareholders hold their Autonomy Shares as a CREST sponsored member, they should refer to their CREST sponsor as only their CREST sponsor will be able to send the necessary TTE Instruction to Euroclear.

Delisting and re-registration as a private company

Following the Offer being declared wholly unconditional on 3 October 2011, and sufficient acceptances under the Offer having been received, Autonomy confirms that the 20 Business Days' notice period for the cancellation of the listing of Autonomy Shares on the Official List and the trading on the London Stock Exchange for listed securities has commenced. It is anticipated that cancellation of listing and trading will take effect on or shortly after 8.00 a.m. (London time) on 14 November 2011. It is also proposed that, after Autonomy Shares are delisted, Autonomy will be re-registered as a private company under the relevant provisions of the Companies Act.

Autonomy Shareholders should note that cancellation of the listing is likely to significantly reduce the liquidity and marketability of any Autonomy Shares in respect of which the Offer has not been accepted.  As such, Autonomy Shareholders who have not yet accepted the Offer are urged to do so immediately.

Convertible Bond Offer

On 26 August 2011, the Board of HP announced that the convertible bond offer document (the "Convertible Bond Offer Document") containing the proposals made to holders of Autonomy Convertible Bonds ("Autonomy Convertible Bondholders") in accordance with Rule 15 of the City Code (the "Convertible Bond Offer") was made available to Autonomy Convertible Bondholders through Euroclear Bank and Clearstream Banking.

The Convertible Bond Offer, which remains subject to the terms and conditions set out in the Convertible Bond Offer Document, currently remains open for acceptance until the next closing date which is 1:00 p.m. (London time) on 17 October 2011.

Autonomy Convertible Bondholders who have not yet accepted the Convertible Bond Offer are urged to do so immediately.

Publication on website

In accordance with Rule 19.11 of the Code, a copy of this announcement will be made available, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, for inspection on HP's website at http://www.hp.com/investor/offerdocuments and Autonomy's website at http://news.autonomy.com by no later than 12 noon (London time) on 17 October 2011. Copies of the Offer Document, Form of Acceptance and Convertible Bond Offer Document are also available for inspection on both websites.

Capitalised terms used but not defined in this announcement shall have the meaning given to them in the Offer Document.

Enquiries:

For HP Vision

Barclays Capital
(joint financial adviser and corporate broker to HP and HP Vision)

Richard Taylor
Matthew Smith
Alisdair Gayne (Corporate Broking)

 

 

 

 

Tel: +44 (0) 20 7623 2323

For Autonomy

Autonomy

Derek Brown (Head of Investor Relations)       

 

 

Tel: +44 (0) 20 710 45700

Qatalyst Partners                                          
(lead financial adviser to Autonomy)

 

Jean Tardy-Joubert
Nadja Gehriger

Tel: +44 (0) 20 3159 4055

Brunswick Group
(joint public relations adviser to Autonomy)

 

Richard Jacques

Chris Blundell

Tel: +44 (0) 7974 982557

Tel: +44 (0) 7974 982408

FTI Consulting
(joint public relations adviser to Autonomy)

 

Edward Bridges

Marc Cohen

Tel: +44 (0) 20 7831 3113

 

IMPORTANT NOTICE

This announcement is not intended to and does not constitute, or form any part of, an offer to sell or subscribe for or an invitation to purchase or subscribe for any securities or the solicitation of an offer to purchase or subscribe for any securities pursuant to the Offer, the Convertible Bond Offer or otherwise.  The Offer is being made solely through the Offer Document and (in respect of Autonomy Shares held in certificated form) the Form of Acceptance, which together contain the full terms and conditions of the Offer, including details of how to accept the Offer.  Any acceptance or other response to the Offer should be made only on the basis of the information contained in the Offer Document and (in respect of Autonomy Shares held in certificated form) the Form of Acceptance.   The Convertible Bond Offer will be made solely through the Convertible Bond Offer Document, which contains the full terms and conditions of the Convertible Bond Offer, including details of how to accept the Convertible Bond Offer.  Any acceptance or other response to the Convertible Bond Offer should be made only on the basis of the information contained in the Convertible Bond Offer Document and the Offer Document.

 

Barclays Capital, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for HP and HP Vision and no one else in connection with the Offer and the Convertible Bond Offer and will not be responsible to anyone other than HP and HP Vision for providing the protections afforded to its clients or for providing advice in relation to the Offer, the Convertible Bond Offer or in relation to the contents of this announcement or any transaction or any other matters referred to herein.

 

Perella Weinberg Partners, which, through its affiliate Perella Weinberg Partners UK LLP, is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for HP and HP Vision and no one else in connection with the Offer and the Convertible Bond Offer and will not be responsible to anyone other than HP and HP Vision for providing the protections afforded to its clients or for providing advice in relation to the Offer, the Convertible Bond Offer or in relation to the contents of this announcement or any transaction or any other matters referred to herein.

 

Qatalyst Partners, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for Autonomy and no one else in connection with the Offer and the Convertible Bond Offer and will not be responsible to anyone other than Autonomy for providing the protections afforded to its clients or for providing advice in relation to the Offer, the Convertible Bond Offer or in relation to the contents of this announcement or any transaction or any other matters referred to herein.

 

Citigroup Global Markets Limited which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for Autonomy and no one else in connection with the Offer and will not be responsible to anyone other than Autonomy for providing the protections afforded to its clients or for providing advice in relation to the Offer or in relation to the contents of this announcement or any transaction or any other matters referred to herein.

 

Goldman Sachs International, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for Autonomy and no one else in connection with the Offer and will not be responsible to anyone other than Autonomy for providing the protections afforded to its clients or for providing advice in relation to the Offer or in relation to the contents of this announcement or any transaction or any other matters referred to herein.

 

J.P. Morgan Limited which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for Autonomy and no one else in connection with the Offer and will not be responsible to anyone other than Autonomy for providing the protections afforded to its clients or for providing advice in relation to the Offer or in relation to the contents of this announcement or any transaction or any other matters referred to herein.

 

Merrill Lynch International, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for Autonomy and no one else in connection with the Offer and will not be responsible to anyone other than Autonomy for providing the protections afforded to its clients or for providing advice in relation to the Offer or in relation to the contents of this announcement or any transaction or any other matters referred to herein.

 

UBS Limited, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for Autonomy and no one else in connection with the Offer and will not be responsible to anyone other than Autonomy for providing the protections afforded to its clients or for providing advice in relation to the Offer or in relation to the contents of this announcement or any transaction or other matters referred to herein.

OVERSEAS SHAREHOLDERS

The release, publication or distribution of this announcement in jurisdictions other than the United Kingdom or the United States may be restricted by law and therefore any persons who are not resident in the United Kingdom or the United States, or who are subject to the laws or regulations of any jurisdiction other than the United Kingdom or the United States, should inform themselves about, and observe, any applicable requirements.  Any failure to comply with the applicable requirements may constitute a violation of the laws and/or regulations of any such jurisdiction.

 

The availability of the Offer to Autonomy Shareholders and the Convertible Bond Offer to Autonomy Convertible Bondholders who are resident in jurisdictions other than the United Kingdom or the United States may be restricted by the laws or regulations of those jurisdictions.  Any Autonomy Shareholders who are not resident in the United Kingdom or the United States or who are subject to the laws or regulations of any jurisdiction other than the United Kingdom or the United States, should inform themselves about, and observe, any applicable requirements.  Any failure to comply with the applicable requirements may constitute a violation of the laws and/or regulations of any such jurisdiction.

 

In particular, copies of this announcement and any formal documentation relating to the Offer and the Convertible Bond Offer are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in, into or from any Restricted Jurisdiction.  Persons receiving such documents (including custodians, nominees and trustees) should observe these restrictions and should not mail or otherwise forward, distribute or send such documents, in or into or from Restricted Jurisdictions as doing so may invalidate any purported acceptance of the Offer or the Convertible Bond Offer.

 

This announcement has been prepared for the purposes of complying with English law and the City 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 any jurisdiction outside of the United Kingdom.

 

The receipt of cash pursuant to the Offer by Autonomy Shareholders may be a taxable transaction under applicable national, state and local, as well as foreign and other tax laws.  Each Autonomy Shareholder is urged to consult his or her independent professional adviser regarding the tax consequences of acceptance of the Offer.

 

NOTICE TO US INVESTORS

The Offer and Convertible Bond Offer are being made for securities of a United Kingdom company and Autonomy Shareholders and Autonomy Convertible Bondholders in the United States should be aware that this announcement, the Offer Document, the Convertible Bond Offer Document and any other documents relating to the Offer or Convertible Bond Offer have been or will be prepared in accordance with the City Code and United Kingdom disclosure requirements, format and style, all of which differ from those in the United States.  Autonomy's financial statements and all financial information that is included in this announcement, or that may be included in the Offer Document, Convertible Bond Offer Document or any other documents relating to the Offer or Convertible Bond Offer, have been or will be prepared in accordance with United Kingdom generally accepted accounting principles and International Financial Reporting Standards and may not be comparable to financial statements of United States companies.

 

The Offer, which is open to Autonomy Shareholders in the United States, and the Convertible Bond Offer, which is open to Autonomy Convertible Bondholders in the United States, will be subject to a limited extent to US tender offer rules and securities laws (Regulation 14E), and will otherwise be made in accordance with the requirements of the City Code, the Panel, the London Stock Exchange and the Financial Services Authority.  Accordingly, the Offer and the Convertible Bond Offer will be subject to disclosure and other procedural requirements, including with respect to withdrawal rights, offer timetable, settlement procedures and timing of payments that are different from those generally applicable under United States domestic tender offer procedures and law.  In the United States, the Offer and the Convertible Bond Offer will be deemed made solely by HP Vision and not by any of its financial advisers.

 

Autonomy is a company incorporated under the laws of England and Wales.  The directors of Autonomy are residents of countries other than the United States.  As a result, it may not be possible for Autonomy Shareholders or Autonomy Convertible Bondholders in the United States to effect service of process within the United States upon Autonomy or its officers or directors or to enforce against any of them judgements of the United States predicated upon the civil liability provisions of the federal securities laws of the United States.  It may not be possible to sue Autonomy or its officers or directors in a non-US court for violations of the United States securities laws.  There is also substantial doubt as to enforceability in the United Kingdom in original actions, or in actions for the enforcement of judgments of United States courts, based on the civil liability provisions of United States federal securities laws.

 

In accordance with the City Code and normal United Kingdom market practice and pursuant to Rule 14e-5(b)(12) under the United States Securities Exchange Act of 1934, as amended (the "Exchange Act"), HP Vision or its nominees or brokers (acting as agents) may from time to time make certain purchases of, or arrangements to purchase, Autonomy Shares outside the United States, otherwise than pursuant to the Offer, before or during the period in which the Offer remains open for acceptance, such as in open market purchases at prevailing prices or privately negotiated purchases at negotiated prices.  In the event that HP Vision or its nominees or brokers (acting as agents) purchase or make arrangements to purchase Autonomy Shares for a consideration greater than the Offer Price, the Offer Price will be increased to match the higher price paid outside the Offer.  In addition, HP Vision or its nominees or brokers (acting as agents) may from time to time make certain purchases of, or arrangements to purchase, Autonomy Convertible Bonds outside the United States, otherwise than pursuant to the Convertible Bond Offer, before or during the period in which the Convertible Bond Offer remains open for acceptance, such as in open market purchases at prevailing prices or privately negotiated purchases at negotiated prices.  In the event that HP Vision or its nominees or brokers (acting as agents) purchase or make arrangements to purchase Autonomy Convertible Bonds for a consideration greater than the Change of Control Amount, the Change of Control Amount will be increased to match the higher price paid outside the Convertible Bond Offer.

 

Such purchases, or arrangements to purchase, will comply with all applicable United Kingdom rules, including the City Code and the rules of the London Stock Exchange.  In addition, in accordance with the City Code, normal United Kingdom market practice and Rule 14e-5(b)(12) under the Exchange Act, Barclays Capital will continue to act as an exempt principal trader in Autonomy securities on the London Stock Exchange.  These purchases may occur in the open market or as privately negotiated transactions. 

 

Information regarding such purchases and activities which is required to be made public in the United Kingdom pursuant to the City Code will be reported to a Regulatory Information Service and will be available to all investors (including US investors) on the London Stock Exchange website at www.londonstockexchange.com.


This information is provided by RNS
The company news service from the London Stock Exchange
 
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