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Ocean Outdoor Ltd (OOUT)

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Tuesday 14 June, 2022

Ocean Outdoor Ltd

RECOMMENDED ACQUISITION OF OCEAN OUTDOOR LIMITED

RNS Number : 8515O
Ocean Outdoor Limited
14 June 2022
 

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 THE RELEVANT LAWS OF THAT JURISDICTION

FOR IMMEDIATE RELEASE

 

RECOMMENDED ACQUISITION

OF

OCEAN OUTDOOR LIMITED

BY

ATOLL BIDCO LTD

a wholly-owned subsidiary of Atairos Group, Inc.

to be implemented by statutory merger under the BVI Business Companies Act, 2004 (as amended from time to time) of Atoll Merger Sub Ltd (a wholly-owned subsidiary of Atoll Bidco Limited ) with Ocean Outdoor Limited

14 June 2022

Ocean Outdoor Limited ("Ocean")

Acquisition becomes Effective

On 3 May 2022, the boards of Ocean and Atoll Bidco Limited (" Bidco ") announced (the " Transaction Announcement ") that they had reached agreement on the terms of a recommended acquisition by Bidco of all of the issued and to be issued share capital of Ocean which members of the Bidco Group do not already own (the " Acquisition ").

The Acquisition is to be implemented by way of a statutory merger of Atoll Merger Sub Ltd, a wholly-owned BVI incorporated subsidiary of Bidco (which is a newly incorporated entity and a wholly-owned indirect subsidiary of Atairos Group, Inc.), with Ocean under section 170 of the BVI Companies Act (the " Merger "). The circular in relation to the Merger (the " Merger Circular ") was published on 17 May 2022.

On 13 June 2022, the Merger Implementation Agreement, the Plan of Merger and the transactions contemplated thereby including the Merger were approved by the requisite majorities of Ordinary Shareholders and Founder Shareholders at the General Meeting. Following this approval by Ocean Shareholders, it was confirmed by Bidco that all Conditions were satisfied or unconditionally and irrevocably waived (as applicable).

Today, following the Plan of Merger and Articles of Merger being filed with the Registrar of Corporate Affairs in the BVI, the Acquisition has become Effective in accordance with its terms, and the entire issued and to be issued share capital of Ocean is now owned by Bidco.   

Capitalised terms used and not defined in this announcement have the meanings given to them in the Transaction Announcement. All references to times are to times in London unless otherwise stated.

Alternative Offer

As no elections for the Alternative Offer were validly received from eligible Ocean Shareholders, no Topco Securities will be issued pursuant to the Alternative Offer.

Settlement

Under the terms of the Acquisition, Ocean Shareholders on the register of members of Ocean immediately prior to the Effective Date whose Ocean Shares are not Excluded Shares (as such term is defined in the Merger Circular) will be entitled to receive $10.40 in cash for each Ocean Share held at such time. Ocean Shareholders' cash consideration under the terms of the Acquisition will be dispatched via cheque, or, in the case of any Ocean Shareholder that held their shares as Depositary Interests in uncertificated form (that is, in CREST), transferred to such person through CREST by no later than 7 July 2022.

Board changes

As the Acquisition has now become Effective, Ocean announces that, with effect from today's date, the non-executive directors of Ocean, being Aryeh Bourkoff, Andrew Barron, Robert Marcus, Tad Smith, Sangeeta Desai and Martin Söderström  have stepped down from the board of directors of Ocean.

Enquiries:

For further information contact:

Ocean Outdoor


Tim Bleakley, CEO

020 7292 6161

Susann Jerry, Head of Corporate Communications


Yellow Jersey PR


Charles Goodwin

 

0774 778 8221

Annabelle Wills

 

 

Important Notices

Barclays acting through its investment bank, which is authorised by the PRA and regulated in the United Kingdom by the FCA and the PRA, is acting exclusively for Ocean and no one else in connection with the matters set out in this announcement and will not be responsible to anyone other than Ocean for providing the protections afforded to clients of Barclays nor for providing advice in relation to the matters referred to in this announcement.

LionTree, which is authorised and regulated in the United Kingdom by the FCA, is acting exclusively as financial adviser to Ocean and no one else in connection with the matters set out in this announcement and will not be responsible to anyone other than Ocean for providing the protections afforded to clients of LionTree nor for providing advice in relation to the matters set out in this announcement. Neither LionTree nor any of its 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 LionTree in connection with this announcement, any statement contained herein or otherwise.

Lazard, which is authorised and regulated in the United Kingdom by the FCA, is acting exclusively as financial adviser to Atairos and Bidco and no one else in connection with the matters set out in this announcement and will not be responsible to anyone other than Atairos and Bidco for providing the protections afforded to clients of Lazard nor for providing advice in relation to the matters set out in this announcement. Neither Lazard nor any of its 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 Lazard in connection with this announcement, any statement contained herein or otherwise.

Overseas jurisdictions

The release, publication or distribution of this announcement in or into jurisdictions other than the United Kingdom may be restricted by law and therefore any persons who are subject to the laws of any jurisdiction other than the United Kingdom should inform themselves about, and observe, any applicable legal or regulatory requirements. Failure to comply with any such restrictions may constitute a violation of the securities laws of any such jurisdiction. Persons in the United States should review "Additional information for US investors in Ocean" below.

In particular, the ability of persons who are not resident in the BVI or the United Kingdom to vote their Ocean Shares with respect to the Merger at the General Meeting, or to appoint another person as proxy to vote at the General Meeting on their behalf, may be affected by the laws of the relevant jurisdictions in which they are located. Any failure to comply with the applicable 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 purpose of complying with the relevant procedural requirements of the Ocean Articles, BVI law and UK MAR 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 of jurisdictions outside of the BVI or the United Kingdom.

Copies of this announcement will not be, and must not be, mailed or otherwise forwarded, distributed or sent in, into or from any Restricted Jurisdiction or any jurisdiction where to do so would violate the laws of that jurisdiction and persons receiving the announcement (including custodians, nominees and trustees) must not mail or otherwise forward, distribute or send it in, into or from any Restricted Jurisdiction. Doing so may render invalid any related purported vote in respect of the Merger.

Additional information for US investors in Ocean

The Acquisition relates to the securities of BVI, UK and Cayman companies and is proposed to be made by means of a merger provided for under, and governed by, BVI law. This announcement has been prepared, in accordance with BVI law, the BVI Companies Act and BVI disclosure requirements applicable to statutory mergers, and the Alternative Offer Arrangements have been prepared in accordance with English law, the format and style of which differ from those in the United States. The Acquisition is not subject to the proxy solicitation rules under the US Exchange Act or any US state corporate law relating to mergers or business combinations. Accordingly, the Acquisition is subject to the procedural and disclosure requirements of, and practices applicable in, the BVI and England and Wales, which differ from the disclosure requirements of the US proxy solicitation rules and US state law and practice.

None of the Topco Securities, the Bidco Rollover Securities, the Debtco Rollover Securities and the Midco Rollover Securities, each to be issued pursuant to the terms of the Acquisition have been, or will be, registered under the US Securities Act or under any laws or with any securities regulatory authority of any state, district or other jurisdiction, of the United States, and may only be offered or sold pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the US Securities Act and in compliance with any applicable state and other securities laws. There will be no public offer of any securities in the United States. This announcement does not constitute an offer to sell or solicitation of an offer to buy any of the Ocean Shares in the United States.

Subject to certain limited exceptions, the Alternative Offer is only available to Ocean Shareholders which certify to being either: (i) both a Qualified Institutional Buyer and an Accredited Investor, or (ii) outside the United States.

Neither the U.S. Securities and Exchange Commission (the "SEC") nor any US state securities commission has approved or disapproved of the Topco Securities, the Bidco Rollover Securities, the Debtco Rollover Securities or the Midco Rollover Securities to be issued in connection with the Acquisition, or determined if this announcement is accurate or complete. Any representation to the contrary is a criminal offence in the United States.

The Topco Securities, the Bidco Rollover Securities, the Debtco Rollover Securities and the Midco Rollover Securities have not been and will not be listed on a U.S. securities exchange or quoted on any inter-dealer quotation system in the United States. Neither Topco nor Bidco nor Ocean intends to take any action to facilitate a market in the Topco Securities in the United States.

Financial statements, and all financial information that is included in the Transaction Announcement, this announcement or any other announcements relating to the Acquisition, have been or will be prepared in accordance with International Financial Reporting Standards or other reporting standards or accounting practice which may not be comparable to financial statements of companies in the United States or other companies whose financial statements are prepared in accordance with generally accepted accounting principles in the United States (US GAAP).

The receipt of cash or securities by Ocean Shareholders in the United States (each, a "US Holder") as consideration for the transfer or cancellation, as the case may be, of such person's Ocean Shares pursuant to terms of the Acquisition may be a taxable transaction for US federal income tax purposes and under applicable US state and local, as well as foreign and other, tax laws. Each US Holder is urged to consult its independent professional adviser immediately regarding the tax consequences of the Acquisition applicable to them.

Each of Ocean, Bidco and Merger Sub are incorporated and existing under the laws of the BVI. Topco is incorporated and existing under the laws of the Cayman Islands. Midco and Debtco are incorporated and existing under the laws of the United Kingdom. It may be difficult for US Holders to enforce their rights and claims arising out of the US federal securities laws, since Ocean, Topco, Midco, Debtco, Bidco and Merger Sub are located in countries other than the United States, and the majority or all of their officers and directors are residents of non-US jurisdictions. US Holders may not be able to sue a non-US company or its officers or directors in a non-US court for violations of US securities laws. Further, it may be difficult to compel a non-US company and its affiliates to subject themselves to a US court's judgement. Although there is no statutory enforcement in the BVI of judgments obtained in the courts of the United States, the courts of the BVI will recognise such a foreign judgment and treat it as a cause of action in itself which may be sued upon as a debt at common law so that no retrial of the issues would be necessary if fresh proceedings are brought in the BVI to enforce that judgment, provided however that such judgment: (i) is not in respect of penalties, fines, taxes or similar fiscal or revenue obligations of the relevant BVI company; (ii) is final and for a liquidated sum; (iii) was not obtained in a fraudulent manner; (iv) is not of a kind the enforcement of which is contrary to the public policy in the BVI; (v) is not contrary to the principles of natural justice; and (vi) provided that the courts of the relevant US State had jurisdiction in the matter and the relevant BVI company either submitted to such jurisdiction or was resident or carrying on business within such jurisdiction and was duly served with process. Non-money judgments from a foreign court are not directly enforceable in the BVI. However, it is possible for a non-money judgment from a foreign court to be indirectly enforced by means of a claimant bringing an identical action in the courts of the BVI in respect of which a non-money judgment has been made by a foreign court. In appropriate circumstances, the courts of the BVI may give effect to issues and causes of action determined by the foreign court, such that those matters need not be retried. Although there is no statutory enforcement in the Cayman Islands of judgments or orders obtained in foreign courts, the courts of the Cayman Islands will recognise and enforce a foreign judgment or order, without re-examination or re-litigation of the matters adjudicated upon, if the judgment or order: (i) is given by a foreign court of competent jurisdiction; (ii) is final and conclusive; (iii) is not in respect of a tax, fine or other penalty; (iv) was not obtained by fraud; and (v) is not of a kind, the enforcement of which is contrary to public policy in the Cayman Islands. The courts of the Cayman Islands will apply the rules of Cayman Islands private international law to determine whether the foreign court is a court of competent jurisdiction. Subject to these limitations, the courts of the Cayman Islands will recognise and enforce a foreign judgment for a liquidated sum and may also give effect in the Cayman Islands to other kinds of foreign judgments, such as declaratory orders, orders for performance of contracts and injunctions.

Application of the Code

Ocean is a company incorporated and existing in the BVI and, as such, is not subject to the jurisdiction of the UK Takeover Panel or the Code. It will not, therefore, receive the benefit of the takeover offer protections provided by the Code.

As the UK Takeover Panel does not have responsibility for ensuring compliance with the Code in respect of the Acquisition, it will not be able to answer Ocean Shareholders' queries in relation to Ocean, Bidco, Merger Sub or the Acquisition.

 

 

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