RNS Number : 3267O
Eidos plc
04 March 2009
4 March 2009
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN OR
INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A
VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION
Recommended acquisition of Eidos plc ('Eidos') by SQEX Ltd. ('SQEX')
Posting of Scheme Document
On 12 February 2009, the Boards of Eidos and SQEX announced that they had reached agreement on the terms of a recommended acquisition of the entire issued and to be issued share capital of Eidos by SQEX, a company wholly owned by Square Enix Holding Co. Ltd ('Square Enix'), to be effected by means of a scheme of arrangement under Part 26 of the Companies Act 2006 (the 'Scheme').
Eidos is today posting a scheme document to shareholders (the 'Scheme Document') which sets out, among other things, the full terms and conditions of the Scheme and an explanatory statement (pursuant to section 897 of the Companies Act 2006), together with the action to be taken by Eidos Shareholders. Notices convening the Court Meeting and the EGM at which resolutions will be proposed to approve the Scheme are also set out in the Scheme Document.
The expected timetable of principal events is:
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Event
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Time and/or date (2009)
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Shareholder voting record time in respect of the Court Meeting and the EGM
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6.00 p.m. on 25 March
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Court Meeting
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10.00 a.m. on 27 March
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EGM
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10.10 a.m. on 27 March
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The following dates are subject to change.
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Suspension of listing and dealings in, and last date for registration of transfers of, Eidos Shares
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21 April
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Scheme Record Time
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6.00 p.m. on 21 April
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Court hearing to sanction the Scheme and to confirm the Capital Reduction
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21 April
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Effective Date of the Scheme
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22 April
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Cancellation of listing of Eidos Shares
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8.00 a.m. on 22 April
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Latest date for despatch of cheques and settlement through CREST (if Scheme becomes effective on 22 April 2009)
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6 May
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These times and dates are indicative only and will depend, among other things, on dates on which the Conditions are satisfied or waived, the date on which the Court sanctions the Scheme which confirms the Capital Reduction and the date on which the Court Order sanctioning the Scheme and confirming the Capital Reduction is delivered to the Registrar of Companies and such Court Order is registered by the Registrar of Companies.
Copies of the Scheme Document are available for inspection during normal business hours on any Business Day at the offices of Addleshaw Goddard LLP, 150 Aldersgate Street, London EC1A 4EJ, as soon as practicable after this announcement up to and including the Effective Date (or, if applicable, the date the Scheme lapses or is withdrawn).
As the Scheme will apply only to Eidos Shareholders who hold Scheme Shares, it is proposed to amend Eidos' Articles at the EGM, as set out in the Scheme Document, to provide that any Eidos Shares issued after the Reduction Record Time be transferred to SQEX in consideration for 32 pence in cash per Eidos Share or, if greater, the amount equal to the sum payable or paid by SQEX under the Scheme for each Scheme Share, and that Eidos may appoint any person as attorney to effect any such transfers. The proposed amendment to Eidos' Articles also provides that on any reorganisation of, or material alteration to, Eidos' share capital carried out after the Effective Date, the value of the 32 pence cash payment per Eidos Share may be adjusted by the Directors in such manner as Eidos' auditors determine appropriate to reflect such reorganisation or alteration.
It is also proposed that Eidos' Articles be amended to ensure that any Eidos Shares which are issued after the EGM but prior to the Reduction Record Time will be subject to, and bound by, the Scheme. These amendments will avoid any person (other than SQEX) holding Eidos Shares after dealings in such shares have ceased on the London Stock Exchange.
The proposed amendment to Eidos' Articles referred to above is set out in the Notice of EGM set out in the Scheme Document.
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Enquiries
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Eidos
Robert Brent
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+44 20 8636 3000
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Citi (Financial adviser to Eidos)
Matthew Smith
Stuart Poyser
Charlie Lytle (Broking)
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+44 20 7986 4000
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SQEX / Square Enix
Michihiro Sasaki
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+81 3 5333 1144
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UBS Investment Bank (Financial Adviser to SQEX / Square Enix)
Andrew Cowper
Thomas Onions
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+44 20 7568 0000
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Media Enquiries - Madano (PR adviser to Eidos)
Mark Way
Matthew Moth
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+44 20 7593 4000
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Capitalised terms used in this announcement have the meanings given to them in the Scheme Document.
This announcement does not constitute an offer to sell or an invitation to purchase or subscribe for any securities. This announcement also does not constitute a prospectus or prospectus equivalent document. Any acceptance or other response to the Scheme should be made only on the basis of the information contained in the Scheme Document.
UBS, is acting exclusively for SQEX and Square Enix and no one else in connection with the Acquisition and will not be responsible to anyone other than SQEX and Square Enix for providing the protections afforded to clients of UBS Investment Bank, or for providing advice in connection with the Acquisition or any matter referred to in this announcement.
Citi, which is authorised and regulated by the Financial Services Authority, is acting exclusively for Eidos and no one else in connection with the Acquisition and will not be responsible to anyone other than Eidos for providing the protections afforded to clients of Citi or for providing advice in connection with the Acquisition or any matter referred to in this announcement.
The distribution of this announcement in jurisdictions other than the UK may be restricted by law and therefore any persons who are subject to the laws of any jurisdiction other than the UK should inform themselves about, and observe, any applicable legal or regulatory requirements. 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 of jurisdictions outside the UK.
The Acquisition relates to the shares of a UK company and is proposed to be effected by means of a scheme of arrangement under the laws of England and Wales. A transaction effected by means of a scheme of arrangement is not subject to the proxy solicitation or tender offer rules under the US Securities Exchange Act of 1934, as amended. Accordingly, the Scheme is subject to the disclosure requirements, rules and practices applicable in the United Kingdom to schemes of arrangement, which differ from the requirements of US proxy solicitation or tender offer rules. However, if SQEX were to elect to implement the Acquisition by means of a takeover offer, such takeover offer would be made in compliance with all applicable laws and regulations, including the US tender offer rules, to the extent applicable.
This information is provided by RNS
The company news service from the London Stock Exchange
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