05 aug 25   kohlberg kravis r. - statement re increased offer spectris plc | sxs | 4,080 0 0.0% | mkt cap: 4,052m    rns number : 9715t kohlberg kravis roberts & co lp 05 august 2025   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 this announcement contains inside information for immediate release 5 august 2025 recommended cash acquisition of spectris plc ("spectris") by project aurora bidco limited ("bidco") (a special purpose vehicle indirectly wholly-owned by funds advised by kohlberg kravis roberts & co. l.p. and its affiliates) to be effected by means of a scheme of arrangement under part 26 of the companies act 2006 recommended increased cash offer withdrawal of recommendation of increased advent offer the boards of bidco and spectris are pleased to announce that they have reached agreement on the terms of a recommended increased cash offer at an offer value of £41.75 per spectris share, comprising £41.47 in cash and an interim dividend of 28 pence per spectris share (the "increased kkr offer"). 1.   increased offer on 23 june 2025, the boards of spectris and mi metron uk bidco ltd ("advent bidco"), an indirect subsidiary of funds managed and/or advised by advent international, l.p., announced that they had reached agreement on the terms of a recommended cash acquisition by advent bidco of the entire issued and to be issued share capital of spectris for an offer value of £37.63 per spectris share, comprising £37.35 in cash and an interim dividend of 28 pence per spectris share (the "original advent offer"), to be implemented by way of a court-sanctioned scheme of arrangement under part 26 of the companies act 2006. on 2 july 2025, the boards of spectris and bidco, a special purpose vehicle indirectly wholly-owned by funds advised by kohlberg kravis roberts & co. l.p. and its affiliates ("kkr"), 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 spectris (the "acquisition") for an offer value of £40.00 per spectris share, comprising £39.72 in cash and an interim dividend of 28 pence per spectris share (the "original kkr offer"), to be effected by means of a court-sanctioned scheme of arrangement under part 26 of the companies act 2006 (the "scheme") (the "original announcement"). on 29 july 2025, spectris announced that it had published a circular in relation to the scheme of arrangement to implement the original kkr offer (the "scheme document") setting out, amongst other things, a letter from the chair of spectris, an explanatory statement pursuant to section 897 of the companies act 2006 and notices convening the necessary shareholder meetings relating to the original kkr offer for 27 august 2025 (the "shareholder meetings"). on 1 august 2025, the boards of spectris and advent bidco announced that they had reached agreement on the terms of a recommended cash offer by advent bidco for the entire issued and to be issued share capital of spectris for an offer value of £41.00 per spectris share, comprising £40.72 in cash and an interim dividend of 28 pence per spectris share (the "increased advent offer"). this announcement should be read in conjunction with the full text of the original announcement and the scheme document. capitalised terms used in this announcement shall, unless otherwise defined, have the same meanings as set out in the scheme document. all references to times in this announcement are to london (united kingdom) times unless stated otherwise. the boards of bidco and spectris are pleased to announce that they have reached agreement on the terms of a recommended increased cash offer pursuant to which spectris shareholders will be entitled to receive an offer value of £41.75 per spectris share, comprising £41.47 in cash and an interim dividend of 28 pence per spectris share, for the entire issued and to be issued share capital of spectris (the "increased kkr offer"). the increased kkr offer is proposed to be implemented by way of the scheme, in accordance with the terms set out in the scheme document and in this announcement. the spectris directors unanimously recommend that spectris shareholders vote in favour of the scheme at the court meeting and the special resolution to be proposed at the general meeting in connection with the increased kkr offer. in light of their recommendation of the increased kkr offer, the spectris directors have decided unanimously to withdraw their recommendation of the increased advent offer. it is therefore recommended that spectris shareholders take no further action at this stage in relation to the increased advent offer. the spectris directors no longer intend to adjourn the shareholder meetings. 2.   increased offer price under the terms of the increased kkr offer, which will be subject to the full terms and conditions set out in the scheme document and in this announcement, each spectris shareholder will be entitled to receive: for each spectris share: £41.75 in cash (the "increased offer value") comprising, for each spectris share held: ·              £41.47 in cash from bidco (the "increased cash consideration"); and ·              an interim dividend of 28 pence to be paid (subject to approval by the spectris directors) by spectris in the ordinary course of its fy25 dividend calendar (the "permitted dividend"). the increased offer value represents a premium of approximately: ·              104.9 per cent. to the closing price of £20.38 per spectris share on 6 june 2025 (being the last business day prior to the commencement of the offer period); ·              102.9 per cent. to the volume-weighted average price in the one month to 6 june 2025 of £20.58; ·              93.8 per cent. to the volume-weighted average price in the three months to 6 june 2025 of £21.55; ·              10.9 per cent. to the value of the original advent offer of £37.63 for each spectris share; ·              4.4 per cent. to the value of the original kkr offer of £40.00 for each spectris share; and ·              1.8 per cent. to the value of the increased advent offer of £41.00 for each spectris share. the increased offer value values the entire issued and to be issued share capital of spectris at approximately £4.2 billion and implies an enterprise value of approximately £4.8 billion. it represents a multiple of 20.3x spectris' adjusted ebitda, and 23.9x spectris' adjusted ebit, for the year ended 31 december 2024. other than the permitted dividend, if any dividend, distribution or other return of value is announced, declared, made or paid, or becomes payable, in respect of spectris shares on or after the date of this announcement and before the effective date, bidco reserves the right to reduce the increased cash consideration payable in respect of each spectris share by the amount of all or part of any such dividend, distribution or other return of value. if bidco exercises this right, spectris shareholders will be entitled to receive and retain any such dividend, distribution or other return of value. 3.   conditions the conditions to the acquisition are set out in part iii of the scheme document. save as disclosed in this announcement, the increased kkr offer is subject to the same terms and conditions set out in the scheme document, except that the reference to the cash consideration shall be to the cash amount of £41.47 per spectris share, as adjusted in accordance with the terms set out in the scheme document and this announcement. in addition, the boards of spectris and bidco have agreed that bidco and its equity co-investors from time to time shall be entitled to seek any approval of the committee on foreign investment in the united states ("cfius") that they consider in their sole discretion to be necessary or desirable in connection with the acquisition, provided that no such cfius approval shall be a condition to completion of the acquisition. subject to the satisfaction or waiver of all relevant conditions, including the conditions and certain further terms set out in part iii of the scheme document, and subject to the approval and availability of the court, it is expected that the scheme will become effective in or before q1 2026. 4.   recommendation the spectris directors, who have been so advised by goldman sachs, rothschild & co, and bofa securities as to the financial terms of the increased kkr offer, consider the terms of the increased kkr offer to be fair and reasonable. in providing their advice to the spectris directors, goldman sachs, rothschild & co, and bofa securities have taken into account the commercial assessments of the spectris directors. bofa securities is providing independent financial advice to the spectris directors for the purposes of rule 3 of the code. the spectris directors believe that the terms of the acquisition (including the scheme) are in the best interests of spectris shareholders as a whole. accordingly, the spectris directors unanimously recommend that spectris shareholders vote in favour of the scheme at the court meeting and the special resolution to be proposed at the general meeting. in light of their recommendation of the increased kkr offer, the spectris directors have decided unanimously to withdraw their recommendation of the increased advent offer. it is therefore recommended that spectris shareholders take no further action at this stage in relation to the increased advent offer. the spectris directors no longer intend to adjourn the shareholder meetings. 5.   background to and reasons for the recommendation the spectris board has, together with its financial advisers, carefully considered the financial terms of the increased kkr offer and concluded that it represents superior value for spectris shareholders as compared to the increased advent offer. in particular, the increased kkr offer represents a 1.8 per cent. increase to the increased advent offer, meaning that spectris shareholders will receive an additional £0.75 per spectris share and, in aggregate across all spectris shareholders, an additional £76 million. further background to the recommendation from the spectris board is contained in the scheme document. 6.   timetable the spectris directors no longer intend to adjourn the shareholder meetings and their intention, subject to further developments, is for those to proceed on 27 august 2025 as originally planned. the expected timetable of principal events as set out in the scheme document (and in the appendix to this announcement) therefore remains unchanged. 7.   financing the additional cash consideration payable under the increased kkr offer (as compared to the cash consideration payable under the original kkr offer) will be funded by a combination of: (i) equity to be drawn from funds, vehicles and/or accounts advised and/or managed by kkr; and (ii) debt to be provided under the interim facilities agreement. certain of the equity commitments described in (i) above will be provided by equity co-investors, including: (i) certain investment entities managed or advised by neuberger berman and/or its affiliates; and (ii) certain investment entities managed or advised by pathway capital management, l.p. and/or its affiliates (together, the "equity co-investors"). the equity co-investors will be passive and not be granted any governance or control rights over bidco or the spectris group. other potential equity investors may take indirect minority interests in bidco during the offer period or once the acquisition completes and, if such syndication occurs prior to the effective date, an announcement will be made by bidco in respect of this through a regulatory information service. as at the date of this announcement, the commitments of equity co-investors total, in aggregate, £218,798,721, which would comprise a maximum economic indirect interest in bidco of approximately 5.80 per cent. j.p. morgan cazenove, as financial adviser to bidco, is satisfied that sufficient resources are available to bidco to satisfy in full the increased cash consideration payable to spectris shareholders pursuant to the terms of the increased kkr offer. 8.   general the increased kkr offer does not change the strategic plans and intentions of kkr with regard to management, employees and places of business of spectris, as set out in section 5 of part i of the scheme document, or the proposals in respect of the spectris share plans, as set out in section 7 of part ii of the scheme document. the bases and sources of certain financial information contained in this announcement are set out in section 18 of part ix of the scheme document. 9.   consents bofa securities, barclays, goldman sachs, rothschild & co and j.p. morgan cazenove have each given and not withdrawn their consent to the publication of this announcement with the inclusion in this announcement of the references to their names in the form and context in which they appear. 10.  documents available on website certain of the documents available on the website have been amended in order to effect the increased kkr offer. copies of the following documents will be available promptly on bidco's and spectris' websites at www.documentdisplay.com/offer-for-spectris-plc/ and www.spectris.com, respectively, by no later than 12 noon on the business day following the date of this announcement (subject to any applicable restrictions relating to persons resident in restricted jurisdictions) up to and including the effective date or the date the scheme lapses or is withdrawn, whichever is earlier: ·              this announcement; ·              the consent letters from each of bofa securities, barclays, goldman sachs, rothschild & co and j.p. morgan cazenove referred to in paragraph 9 above; and ·              the documents relating to the equity funding of the increased kkr offer by kkr. for the avoidance of doubt, neither the contents of those websites nor the contents of any website accessible from hyperlinks on those websites (or any other websites referred to in this announcement) are incorporated into, or form part of, this announcement. enquiries bidco   j.p. morgan cazenove (sole financial adviser to kkr and bidco) richard walsh dwayne lysaght jonty edwards stuart jempson   +44 20 3493 8000 fgs global (pr adviser to kkr and bidco) faeth birch alastair elwen   +44 20 7251 3801   spectris   teneo (pr adviser to spectris) martin robinson giles kernick       +44 79 7707 1178 +44 78 1791 3082 goldman sachs international (lead financial adviser to spectris) anthony gutman nick harper harry webster cara pazdon   +44 20 7774 1000 rothschild & co (lead financial adviser to spectris) ravi gupta sabina pennings alistair allen nick ivey   +44 20 7280 5000 bofa securities (rule 3 adviser, joint financial adviser and corporate broker to spectris) ed peel james robertson rowland phillips george whitlam tom brown   +44 20 7628 1000 barclays (joint financial adviser and corporate broker to spectris) neal west adrian beidas callum west eoin healy +44 20 7623 2323   slaughter and may is acting as legal adviser to spectris. kirkland & ellis international llp and simpson thacher & bartlett llp (regulatory) are acting as legal advisers to kkr and bidco. the person responsible for arranging the release of this announcement on behalf of spectris is rebecca dunn, spectris head of corporate affairs.     appendix expected timetable of principal events the following indicative timetable is based on spectris and bidco's current expected dates for the implementation of the scheme and is subject to change. if any of the dates and/or times in this expected timetable changes, the revised dates and/or times will be notified to spectris shareholders by announcement through the regulatory information service of the london stock exchange, with such announcement being made available on spectris' website at www.spectris.com. unless otherwise stated, all times referred to in the timetable set out below are london times. event_______________________________________________ ___time and/or date(1) publication of scheme document 29 july 2025 latest time for lodging forms of proxy for the:   ·      court meeting (blue form) 10:00 a.m. on 22 august 2025(2) ·      general meeting (yellow form) 10:15 a.m. on 22 august 2025(3) voting record time 6:30 p.m. on 22 august 2025(4) court meeting 10:00 a.m. on 27 august 2025 general meeting 10:15 a.m. on 27 august 2025(5) the following dates and times associated with the scheme are indicative only and subject to change and will depend on, among other things, the date on which the conditions to the scheme are satisfied or, if capable of waiver, waived, and the date on which the court sanctions the scheme. spectris will give adequate notice of any changes to these dates and times, when known, by issuing an announcement through a regulatory information service, with such announcement being made available on spectris' website at www.spectris.com. see also note (1). sanction hearing (to sanction the scheme) a date expected to be in or before q1 2026, subject to the satisfaction (or, if applicable, waiver) of the relevant conditions and, in any event, prior to the long stop date ("d") (6) last day of dealings in, and for the registration of transfer of, spectris shares d+1 scheme record time 6:00 p.m. on d+1 suspension of dealings in spectris shares by 7:30 a.m. on d+2 effective date of the scheme d+2(7) cancellation of listing of spectris shares by 7:30 a.m. on d+3 latest date for despatch of cheques, electronic payments and crediting of crest accounts within 14 days after the effective date long stop date 2 july 2026(8) ________________________ (1)   the dates and times shown are indicative only and are based on current expectations, may be subject to change and will depend on, among other things, the date on which the conditions to the scheme are satisfied or, if capable of waiver, waived, and the date on which the court sanctions the scheme. references to times are to london, united kingdom time unless otherwise stated. if any of the times and/or dates above change, the revised times and/or dates will be notified to spectris shareholders by announcement through a regulatory information service.   participants in the spectris share plans will be contacted separately with details of the effect of the scheme on their rights under the spectris share plans, including details of any dates and times relevant to them. (2)   it is requested that blue forms of proxy for the court meeting be lodged no later than 48 hours prior to the time appointed for the court meeting or, if the court meeting is adjourned, 48 hours prior to the time fixed for any adjourned court meeting (excluding any part of such 48 hour period falling on a non-working day). if the blue form of proxy for the court meeting is not lodged by 10:00 a.m. on 22 august 2025, it may be: (i) scanned and emailed to equiniti at the following email address: proxyvotes@equiniti.com; or (ii) presented in person to the chair of the court meeting or to the equiniti representative who will be present at the court meeting, any time prior to the commencement of the meeting (or any adjournment thereof).   (3)   in order to be valid, the yellow forms of proxy for the general meeting must be lodged no later than 10:15 a.m. on 22 august 2025 or, if the general meeting is adjourned, 48 hours prior to the time fixed for the adjourned general meeting (excluding any part of such 48 hour period falling on a non-working day).   (4)   if either the court meeting or the general meeting is adjourned, the voting record time for the relevant adjourned meeting will be 6:30 p.m. on the day which is two business days prior to the date of the adjourned meeting.   (5)   to commence at the time fixed or as soon thereafter as the court meeting concludes or is adjourned.   (6)   all dates by reference to "d" will be to the date falling the number of indicated business days after date d, as indicated above.   (7)   the scheme shall become effective as soon as a copy of the court order has been delivered to the registrar of companies. this is expected to occur following the scheme record time and prior to the cancellation of trading in spectris shares. the events which are stated as occurring on subsequent dates are conditional on the effective date and operate by reference to that date.   (8)   this is the latest date by which the scheme may become effective. however, the long stop date may be extended to such later date as: (i) bidco and spectris may agree; or (ii) (in a competitive situation) as may be specified by bidco with the consent of the panel, and in each case that, if so required, the court may allow.      important notices important notices relating to financial advisers goldman sachs international ("goldman sachs"), which is authorised by the pra and regulated by the fca and the pra in the united kingdom, is acting exclusively for spectris and no one else in connection with the matters referred to in this announcement and will not be responsible to anyone other than spectris for providing the protections afforded to clients of goldman sachs, or for providing advice in relation to the matters referred to in this announcement. neither goldman sachs nor any of its 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 goldman sachs in connection with the acquisition, any statement contained in this announcement or otherwise. no representation or warranty, express or implied, is made by goldman sachs as to the contents of this announcement. n.m. rothschild & sons limited ("rothschild & co"), which is authorised and regulated by the fca in the united kingdom, is acting exclusively as financial adviser to spectris and for no one else in connection with the matters referred to in this announcement and will not be responsible to anyone other than spectris for providing the protections afforded to clients of rothschild & co, nor for providing advice in relation to the matters referred to in this announcement. neither rothschild & co nor any of its 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 the acquisition, any statement contained in this announcement or otherwise. no representation or warranty, express or implied, is made by rothschild & co as to the contents of this announcement.    merrill lynch international ("bofa securities"), which is authorised by the pra and regulated by the fca and the pra in the united kingdom, is acting exclusively for spectris and for no one else in connection with the acquisition and will not be responsible to anyone other than spectris for providing the protections afforded to its clients or for providing advice in relation to the matters referred to in this announcement. neither bofa securities, 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 bofa securities in connection with this announcement, any statement contained herein or otherwise. barclays bank plc, acting through its investment bank ("barclays"), which is authorised by the pra and regulated in the united kingdom by the fca and the pra, is acting exclusively for spectris and no one else in connection with the acquisition and will not be responsible to anyone other than spectris for providing the protections afforded to clients of barclays nor for providing advice in relation to the acquisition or any other matter referred to in this announcement. j.p. morgan securities plc, which conducts its uk investment banking business as j.p. morgan cazenove ("j.p. morgan cazenove") and which is authorised in the united kingdom by the pra and regulated in the united kingdom by the pra and the fca, is acting as financial advisor exclusively for kkr and bidco 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 kkr and bidco 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. no person has been authorised to give any information or make any representations other than those contained in this announcement and, if given or made, such information or representations must not be relied upon as having been authorised by spectris, the spectris directors, bidco, the bidco directors or by goldman sachs, rothschild & co, bofa securities, barclays, j.p. morgan cazenove or any other person involved in the acquisition. neither the publication of this announcement nor holding the meetings, the sanction hearing, or filing the court order shall, under any circumstances, create any implication that there has been no change in the affairs of the spectris group or the bidco group since the date of this announcement or that the information in, or incorporated into, this announcement is correct as at any time subsequent to its date. further information this announcement is for information purposes only and is not intended to, and does not, constitute or form part of any offer, solicitation or invitation to purchase, otherwise acquire, subscribe for, exchange, 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, purchase issuance or transfer of securities of spectris in any jurisdiction in contravention of applicable law. the acquisition will be implemented solely pursuant to the terms of the scheme document (or, if the acquisition is implemented by way of a takeover offer, the offer document) as adjusted in accordance with the terms set out in this announcement which, together with the forms of proxy, contain the full terms and conditions of the acquisition, including details of how to vote in respect of the acquisition. any vote in respect of the scheme or any decision in respect of, or other response to, the acquisition should be made only on the basis of the information in the scheme document (or, if the acquisition is implemented by way of a takeover offer, the offer document). this announcement does not constitute a prospectus, prospectus equivalent or a prospectus exempted document. this announcement has been prepared for the purpose of complying with english law and the 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 england and wales. 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, accountant or independent financial adviser duly authorised under fsma if you are resident in the united kingdom or, if not, from another appropriately authorised independent financial adviser. overseas shareholders the release, publication or distribution of this announcement in whole or in part, directly or indirectly, in, into or from jurisdictions other than the uk and the availability of the acquisition to spectris shareholders who are not resident in the uk may be restricted by law and therefore any persons who are not resident in the uk or who are subject to the laws of any jurisdiction other than the uk (including restricted jurisdictions) should inform themselves about, and observe, any applicable legal or regulatory requirements. in particular, the ability of persons who are not resident in the uk or who are subject to the laws of another jurisdiction to participate in the acquisition or to vote their spectris shares in respect of the scheme at the court meeting, or to execute and deliver forms of proxy appointing another person to vote at the court meeting on their behalf, may be affected by the laws of the relevant jurisdictions in which they are located or to which they are subject. any failure to comply with applicable legal or regulatory requirements of any jurisdiction may constitute a violation of securities laws or regulations in that jurisdiction. to the fullest extent permitted by applicable law and regulation, the companies and persons involved in the acquisition disclaim any responsibility or liability for the violation of such restrictions by any person. unless otherwise determined by bidco or required by the code, and permitted by applicable law and regulation, the acquisition shall not be made available, directly or indirectly, in, into or from a restricted jurisdiction where to do so would violate the laws in that jurisdiction and no person may vote in favour of the acquisition by any such use, means, instrumentality or form within a restricted jurisdiction or any other jurisdiction if to do so would constitute a violation of the laws of that jurisdiction. the acquisition will be subject to the applicable requirements of english law, the code, the panel, the london stock exchange and the fca. copies of this announcement, the scheme document and any formal documentation relating to the acquisition are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in or into or from any restricted jurisdiction or any jurisdiction where to do so would constitute a violation of the laws or regulations of such jurisdiction, and persons receiving such documents (including custodians, nominees and trustees) must not mail or otherwise forward, distribute or send them in or into or from any restricted jurisdiction. doing so may render invalid any related purported vote in respect of acceptance of the acquisition. if the acquisition is implemented by way of takeover offer (unless otherwise permitted by applicable law or regulation), the takeover offer may not be made, directly or indirectly, in or into, from, or by use of the mails or any other means or instrumentality (including, without limitation, facsimile, email or other electronic transmission, telex or telephone) or interstate or foreign commerce of, or any facility of a national, state or other securities exchange of any restricted jurisdiction and the takeover offer will not be capable of acceptance by any such use, means, instrumentality or facilities or from within any restricted jurisdiction. additional information for u.s. investors u.s. spectris shareholders should note that the acquisition relates to an offer for the shares of a uk company and is being made by means of a scheme of arrangement provided for under english company law. the acquisition is therefore not subject to the tender offer rules or the proxy solicitation rules under the u.s. exchange act, as amended. accordingly, the acquisition is subject to the requirements and practices applicable to a scheme of arrangement involving a target company in the uk listed on the london stock exchange, which differ from the requirements of the u.s. tender offer and proxy solicitation rules. if, in the future, bidco exercises its right to implement the acquisition by way of a takeover offer and determines to extend the takeover offer into the u.s., the acquisition will be made in compliance with applicable u.s. tender offer rules and regulations. the financial information with respect to spectris included in this announcement has been or will have been prepared in accordance with ifrs and thus may not be comparable to financial information of u.s. companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the u.s. it may be difficult for u.s. spectris shareholders to enforce their rights and any claims they may have arising under the u.s. federal securities laws in connection with the acquisition, since spectris and bidco are each located in a country other than the united states, and some or all of their respective officers and directors may be residents of countries other than the united states. u.s. spectris shareholders may not be able to sue spectris or bidco, or their respective officers or directors, in a non-u.s. court for violations of the u.s. securities laws. further, it may be difficult to compel spectris or bidco and their respective affiliates to subject themselves to the jurisdiction or judgment of a u.s. court for violations of the u.s. securities laws. the receipt of the increased cash consideration pursuant to the scheme by u.s. spectris shareholders as consideration for the transfer of its spectris shares pursuant to the scheme may be a taxable transaction for u.s. federal income tax purposes and under applicable u.s. state and local, as well as foreign and other, tax laws. each spectris shareholder (including u.s. spectris shareholders) is urged to consult their independent professional adviser immediately regarding the tax consequences of the acquisition applicable to them. neither the sec nor any u.s. state securities commission has approved, disproved or passed judgment upon the fairness or the merits of the acquisition or determined if this announcement is adequate, accurate or complete. any representation to the contrary is a criminal offence in the u.s. in accordance with normal united kingdom practice and pursuant to rule 14e-5(b) of the u.s. exchange act, bidco, certain of its affiliated companies and their nominees or brokers (acting as agents), may from time to time make certain purchases of, or arrangements to purchase, shares or other securities of spectris outside of the u.s., other than pursuant to the acquisition, until the date on which the acquisition and/or scheme becomes effective, lapses or is otherwise withdrawn. also, in accordance with rule 14e-5(b) of the u.s. exchange act, j.p. morgan cazenove (and/or certain of its affiliates) will continue to act as exempt principal traders in spectris shares on the london stock exchange. if such purchases or arrangements to purchase were to be made, they would occur either in the open market at prevailing prices or in private transactions at negotiated prices and would comply with applicable law, including the u.s. exchange act. any information about such purchases or arrangements to purchase will be disclosed as required in the uk, will be reported to a regulatory information service and will be available on the london stock exchange website at www.londonstockexchange.com. j.p. morgan cazenove, goldman sachs, bofa securities and barclays (and/or certain of their affiliates) will continue to act as exempt principal traders in spectris shares on the london stock exchange. no profit forecasts or estimates or quantified financial benefits statements each of the spectris profit forecasts is a profit forecast for the purposes of rule 28 of the code. each of the spectris profit forecasts, and the assumptions and basis of preparation on which each such spectris profit forecast is based, as well as the relevant spectris directors' confirmation, in each case, as required by rule 28.1 of the code, are set out in part vi of the scheme document. nothing in this announcement is intended, or is to be construed, as a profit forecast, profit estimate or quantified financial benefits statement for any period and no statement in this announcement should be interpreted to mean that earnings or earnings per share for bidco or spectris for the current or future financial years, will necessarily match or exceed the historical published earnings or earnings per share for bidco or spectris, as appropriate. forward-looking statements this announcement (including information incorporated by reference in this announcement), oral statements made regarding the acquisition, and other information published by bidco and spectris contain statements which are, or may be deemed to be, "forward-looking statements". all statements, other than statements of historical fact are, or may be deemed to be, forward-looking statements. forward-looking statements are prospective in nature and are not based on historical facts, but rather on assumptions, expectations, valuations, targets, estimates, forecasts and projections of bidco and spectris about future events, and are therefore subject to risks and uncertainties which could cause actual results, performance or events to differ materially from those expressed or implied by the forward-looking statements. the forward-looking statements contained in this announcement include statements relating to the expected effects of the acquisition on the bidco group, the spectris group and the enlarged group, the expected timing and scope of the acquisition and other statements other than historical facts. often, but not always, forward-looking statements can be identified by the use of forward-looking words such as "plans", "prepares", "expects" or "does not expect", "is expected to", "is subject to", "budget", "targets", "aims", "scheduled", "estimates", "forecast", "intends", "anticipates", "seeks", "prospects", "potential", "possible", "assume" or "believes", or variations of such words and phrases or statements that certain actions, events or results "may", "could", "should", "would", "might" or "will" be taken, occur or be achieved. although bidco and spectris believe that the expectations reflected in such forward-looking statement are reasonable, bidco and spectris can give no assurance that such expectations will prove to be correct. by their nature, forward-looking statements involve risks (known and unknown) and uncertainties (and other factors that are in many cases beyond the control of bidco and/or spectris) because they relate to events and depend on circumstances that may or may not occur in the future. there are a number of factors that could affect the future operations of the bidco group, the spectris group and/or the enlarged group and that could cause actual results and developments to differ materially from those expressed or implied by such forward-looking statements. these factors include the satisfaction (or, where permitted, waiver) of the conditions, as well as additional factors, such as: domestic and global business and economic conditions; asset prices; market-related risks such as fluctuations in interest rates and exchange rates, industry trends, competition, changes in the behaviour of other market participants, changes in government and regulation, changes in the policies and actions of governments and/or regulatory authorities (including changes related to capital, tax and tariffs), changes in political and economic stability (including exposures to terrorist activities, the uk's exit from the european union, eurozone instability, the russia-ukraine conflict, the ongoing conflict in the middle east, disruption in business operations due to reorganisation activities, interest rate, inflation, deflation and currency fluctuations), the timing impact and other uncertainties of future or planned acquisitions or disposals or offers, the inability of the enlarged group to realise successfully any anticipated benefits or savings when the acquisition is implemented (including changes to the board and/or employee composition of the enlarged group), the inability of the bidco group to integrate successfully the spectris group's operations and programmes when the acquisition is implemented, the enlarged group incurring and/or experiencing unanticipated costs and/or delays (including it system failures, cyber-crime, fraud and pension scheme liabilities), or difficulties relating to the acquisition when the acquisition is implemented. other unknown or unpredictable factors could affect future operations and/or cause actual results to differ materially from those in the forward-looking statements. such forward-looking statements should therefore be construed in the light of such factors. each forward-looking statement speaks only as of the date of this announcement. neither the bidco group nor the spectris group, nor any of their respective associates or directors, officers or advisers, provides any representation, warranty, assurance or guarantee that the occurrence of the events expressed or implied in any forward-looking statements in this announcement will actually occur. forward-looking statements involve inherent risks and uncertainties. all forward-looking statements contained in this announcement are expressly qualified in their entirety by the cautionary statements contained or referred to in this section. readers are cautioned not to place undue reliance on these forward-looking statements. other than in accordance with their legal or regulatory obligations (including under the code, the uk market abuse regulation and the dtrs), neither the bidco group nor the spectris group is under or undertakes any obligation, and each of the foregoing expressly disclaims any intention or obligation, to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. 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 an offeree company 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) the offeree company 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 the offeree company 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 the offeree company or of any securities exchange offeror must make a dealing disclosure if the person deals in any relevant securities of the offeree company 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) the offeree company and (ii) any securities exchange offeror(s), 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 an offeree company 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 the offeree company and by any offeror and dealing disclosures must also be made by the offeree company, 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 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 panel's market surveillance unit on +44 (0)20 7638 0129 if you are in any doubt as to whether you are required to make an opening position disclosure or a dealing disclosure. electronic communications please be aware that addresses, electronic addresses and certain information provided by spectris shareholders, persons with information rights and other relevant persons for the receipt of communications from spectris may be provided to bidco during the offer period as required under section 4 of appendix 4 to the code to comply with rule 2.11(c) of the code. publication on a website and availability of hard copies this announcement and the documents required to be published pursuant to rule 26 of the code will be available, subject to certain restrictions relating to persons resident in restricted jurisdictions, on bidco's website at www.documentdisplay.com/offer-for-spectris-plc/ and on spectris' website at www.spectris.com, by no later than 12 noon (london time) on the business day following the publication of this announcement. neither the content of the websites referred to in this announcement nor the content of any website accessible from hyperlinks in this announcement is incorporated into, or forms part of, this announcement. spectris shareholders, persons with information rights and participants in the spectris share plans may, subject to applicable securities laws, request a hard copy of this announcement (and any information incorporated into it by reference to another source) by contacting spectris' registrars, equiniti, between 8.30 a.m. to 5.30 p.m. (london time) monday to friday (excluding public holidays in england and wales) on +44 (0)371 384 2586, or by submitting a request in writing to equiniti limited, aspect house, spencer road, lancing, west sussex, bn99 6da, united kingdom, with an address to which the hard copy may be sent. calls are charged at the standard geographic rate and will vary by provider. for persons who receive a copy of this announcement in electronic form or via a website notification, a hard copy of this announcement will not be sent unless so requested. spectris shareholders may, subject to applicable securities laws, also request that all future documents, announcements and information to be sent in relation to the acquisition should be in hard copy form. rounding certain figures included in this announcement have been subjected to rounding adjustments. accordingly, figures shown for the same category presented in different tables may vary slightly and figures shown as totals in certain tables may not be an arithmetic aggregation of the figures that precede them. 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.  rns may use your ip address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. for further information about how rns and the london stock exchange use the personal data you provide us, please see our privacy policy.   end   oupgbgdiuxgdguu return to news summary

Label: Neutral