City Code on Takeovers and Mergers

OpenText On Track to Buy Micro Focus

Retrieved on: 
Thursday, December 22, 2022

WATERLOO, ON, Dec. 22, 2022 /PRNewswire/ -- OpenText™ (NASDAQ: OTEX), (TSX: OTEX) announced jointly with Micro Focus International plc (LSE: MCRO) today that all regulatory conditions pertaining to the all-cash offer by OpenText, through its wholly-owned subsidiary, Open Text UK Holding Limited (Bidco), to acquire the entire issued and to be issued share capital of Micro Focus as announced on August 25, 2022 (the Acquisition), have now been satisfied. Subject to the Court sanctioning the Scheme, which is expected to occur on January 27, 2023, the Acquisition is expected to close on January 31, 2023.

Key Points: 
  • "With the shareholder approval received, successful financing completed and now, all regulatory conditions satisfied, we have a clear path towards closing the Acquisition," said OpenText CEO & CTO Mark J. Barrenechea.
  • "We are excited to welcome Micro Focus customers, partners and employees to the OpenText family and helping our customers create the digital fabrics of the future."
  • OpenText, The Information Company™, enables organizations to gain insight through market leading information management solutions, powered by OpenText Cloud Editions.
  • Such a takeover offer would be made in the United States by OpenText and/or Bidco and no one else.

Micro Focus Shareholders Approve All Cash Acquisition by OpenText

Retrieved on: 
Tuesday, October 18, 2022

The Acquisition remains subject to satisfaction of the conditions set out in the circular to Micro Focus shareholders in relation to the Acquisition (the Scheme Document), including regulatory clearances.

Key Points: 
  • The Acquisition remains subject to satisfaction of the conditions set out in the circular to Micro Focus shareholders in relation to the Acquisition (the Scheme Document), including regulatory clearances.
  • "We are pleased that Micro Focus shareholders have approved the offer," said OpenText CEO & CTO Mark J. Barrenechea.
  • Welook forward to welcoming Micro Focus customers, partners and employees to OpenText."
  • OpenText, The Information Company, enables organizations to gain insight through market leading information management solutions, powered by OpenText Cloud Editions.

Tetra Tech to Acquire RPS Group to Expand its Global Operations

Retrieved on: 
Friday, September 23, 2022

The combined 26,000 associates of the RPS Group and Tetra Tech will establish a premier global consultancy in water, environment, sustainable infrastructure, and energy transformation.

Key Points: 
  • The combined 26,000 associates of the RPS Group and Tetra Tech will establish a premier global consultancy in water, environment, sustainable infrastructure, and energy transformation.
  • Tetra Tech is a global high-end consultancy with #1 rankings in both water and environmental management as published in Engineering News-Record.
  • The RPS Group significantly expands Tetra Techs water practice in the United Kingdom, and enhances Tetra Techs leading position in renewable energy and environmental management.
  • The RPS Group and Tetra Tech are culturally aligned and together will use a Leading with Scienceapproach to address critical issues such as climate change, resiliency, and energy transformation.

Rule 19.6(b) update on stated post-offer intention statement with regard to Daily Mail and General Trust plc

Retrieved on: 
Thursday, September 22, 2022

This announcement is required under Rule 19.6(b) of the Takeover Code.

Key Points: 
  • This announcement is required under Rule 19.6(b) of the Takeover Code.
  • Now, having successfully delivered on that strategy, Paul has decided that the time is right to step down.
  • Lord Rothermere said, DMGT has been transformed under Pauls leadership, setting the business up for an exciting future on our own terms.
  • Paul Zwillenberg said, I am immensely proud of what we have achieved for the company, the Rothermere family and shareholders.

NortonLifeLock and Avast Merger Provisionally Approved

Retrieved on: 
Thursday, August 4, 2022

TEMPE, Ariz., Aug. 4, 2022 /PRNewswire/ -- NortonLifeLock Inc. (NASDAQ: NLOK), a global leader in consumer Cyber Safety, received provisional approval from the U.K. Competition and Markets Authority ("CMA") for its acquisition of Avast plc. NortonLifeLock also released its results for the fiscal year 2023 first quarter, which ended July 1, 2022.

Key Points: 
  • "We are excited to start the process of bringing our two companies together now that the CMA has approved our merger with Avast," said Vincent Pilette, CEO of NortonLifeLock.
  • "Now with the Avast acquisition provisionally approved, we look forward to bringing our operational discipline to the integration planning and quickly setting the foundation of the company for growth."
  • On August 10, 2021, the boards of NortonLifeLock Inc. ("NortonLifeLock") and Avast plc ("Avast") announced that they had reached agreement on the terms of a recommended merger of Avast with NortonLifeLock, in the form of a recommended offer by Nitro Bidco Limited, a wholly-owned subsidiary of NortonLifeLock, for the entire issued and to be issued share capital of Avast (the "Merger").
  • For the purposes of Rule 28 of the UK Takeover Code, the NortonLifeLock Profit Forecast contained in this press release is the responsibility of NortonLifeLock and the NortonLifeLock Directors.

Eve Sleep plc: Review of Strategic Options, Formal Sale Process and Trading Update

Retrieved on: 
Tuesday, June 7, 2022

THERE CAN BE NO CERTAINTY THAT ANY OFFER WILL BE MADE OR THE TERMS ON WHICH SUCH AN OFFER MIGHT BE MADE.

Key Points: 
  • THERE CAN BE NO CERTAINTY THAT ANY OFFER WILL BE MADE OR THE TERMS ON WHICH SUCH AN OFFER MIGHT BE MADE.
  • eve Sleep plc (eve, the Company), the direct to consumer sleep wellness brand operating in the UK, Ireland and France announces the launch of a review to explore the strategic and financing options available to the Company, including the possibility of a sale of the Company, and an update on trading for the year to date.
  • The Company intends to conduct a targeted process, focused on those parties who understand and value the full potential of the Company.
  • Trading is benefitting from the C4 sponsorship, which runs for 12 months from April 2022 on late nights on 4.

Quidel and Ortho Announce Expected Closing of Ortho Transaction

Retrieved on: 
Thursday, May 26, 2022

Shares of Quidel and Ortho will cease trading after the market close on May 26, 2022, and following the closing, Ortho will no longer be listed on Nasdaq.

Key Points: 
  • Shares of Quidel and Ortho will cease trading after the market close on May 26, 2022, and following the closing, Ortho will no longer be listed on Nasdaq.
  • Under the terms of the agreement governing the transaction, Ortho shareholders will receive $7.14 in cash and 0.1055 shares of QuidelOrtho common stock for each Ortho common share.
  • Quidel stockholders will receive one share of QuidelOrtho common stock for each share of Quidel common stock.
  • Each of Quidel and Ortho commenced mailing copies of the definitive joint proxy statement/prospectus to stockholders of Quidel and Ortho, respectively, on or about April 11, 2022.

Quidel and Ortho Announce Expected Closing of Ortho Transaction

Retrieved on: 
Thursday, May 26, 2022

Shares of Quidel and Ortho will cease trading after the market close on May 26, 2022, and following the closing, Ortho will no longer be listed on Nasdaq.

Key Points: 
  • Shares of Quidel and Ortho will cease trading after the market close on May 26, 2022, and following the closing, Ortho will no longer be listed on Nasdaq.
  • Under the terms of the agreement governing the transaction, Ortho shareholders will receive $7.14 in cash and 0.1055 shares of QuidelOrtho common stock for each Ortho common share.
  • Quidel stockholders will receive one share of QuidelOrtho common stock for each share of Quidel common stock.
  • Each of Quidel and Ortho commenced mailing copies of the definitive joint proxy statement/prospectus to stockholders of Quidel and Ortho, respectively, on or about April 11, 2022.

Quidel Announces Stockholder Approval of Ortho Acquisition and Business Combination

Retrieved on: 
Monday, May 16, 2022

Quidel Corporation (Nasdaq: QDEL) (Quidel), a provider of rapid diagnostic testing solutions, cellular-based virology assays and molecular diagnostic systems, announced today that the previously announced acquisition of Ortho Clinical Diagnostics Holdings plc (Ortho) by Quidel and subsequent business combination were approved by Quidels stockholders at Quidels Special Meeting on May 16, 2022.

Key Points: 
  • Quidel Corporation (Nasdaq: QDEL) (Quidel), a provider of rapid diagnostic testing solutions, cellular-based virology assays and molecular diagnostic systems, announced today that the previously announced acquisition of Ortho Clinical Diagnostics Holdings plc (Ortho) by Quidel and subsequent business combination were approved by Quidels stockholders at Quidels Special Meeting on May 16, 2022.
  • Under the terms of the agreement by which Quidel will acquire Ortho, Ortho shareholders will receive $7.14 in cash and 0.1055 shares of the combined company common stock for each Ortho common share.
  • In connection with the proposed business combination transaction among Quidel, Ortho and Coronado Topco, Inc. (Topco), Topco has filed a registration statement on Form S-4 (File No.
  • Each of Quidel and Ortho commenced mailing copies of the definitive joint proxy statement/prospectus to stockholders of Quidel and Ortho, respectively, on or about April 11, 2022.

Quidel Announces Preliminary Revenue for First Quarter 2022

Retrieved on: 
Thursday, April 7, 2022

COVID-19 product revenues in the first quarter of 2022 are expected to be approximately $836 million, composed of approximately $657 million in QuickVue COVID-19 test revenue and approximately $138 million in Sofia SARS antigen test revenue.

Key Points: 
  • COVID-19 product revenues in the first quarter of 2022 are expected to be approximately $836 million, composed of approximately $657 million in QuickVue COVID-19 test revenue and approximately $138 million in Sofia SARS antigen test revenue.
  • We had another outstanding quarter and an excellent start to the year, delivering a record quarter for revenue, said Douglas Bryant, President and Chief Executive Officer of Quidel.
  • These preliminary results are based on managements initial analysis of operations for the quarter ended March 31, 2022.
  • Quidel expects to issue full financial results for the first quarter of 2022 in May.