Proposed acquisition of GKN plc
ACCESS TO THE MATERIALS
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The information and materials set out in this section of the website are not directed at, and are not intended to be accessible by, persons resident or located in any jurisdiction where to do so would constitute a violation of the relevant laws or regulations of that jurisdiction or would result in a requirement to comply with consent or other formality which Melrose Industries plc regards as unduly onerous. In particular, the information and materials contained in this section of the website are not intended to and do not constitute, or form part of, an offer, invitation or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any securities, or the solicitation of any vote or approval in any jurisdiction in which such offer or solicitation is unlawful.
Proposed Acquisition of GKN plc ("GKN") by Melrose Industries plc ("Melrose"), (the "Proposed Acquisition")
Access to the Information
You are attempting to enter the part of the website that is designated for the publication of documents and information in connection with the Proposed Acquisition. If you would like to view this part of the website, please read this notice carefully. This notice applies to all persons who view this part of the website and, depending on where you are located, may affect your rights or responsibilities. Melrose reserves the right to amend or update this notice at any time and you should, therefore, read it in full each time you visit the site. In addition, the contents of this part of the website may be amended at any time, in whole or in part, at the sole discretion of Melrose.
This part of the website contains electronic versions of materials relating to the Proposed Acquisition. The materials you are seeking to access are made available in good faith and for information purposes only and are subject to the terms and conditions set out below. Any person seeking to access this part of the website confirms that they are doing so for information purposes only.
To allow you to view information about the Proposed Acquisition, you must read this notice and then click "I ACCEPT". If you are unable to agree, you should click "I DECLINE" and you will not be able to view information about the Proposed Acquisition.
Any Proposed Acquisition would be made solely by means of an offer or scheme document which would contain the full terms and conditions of such Proposed Acquisition, including details on how it may be accepted. Any decision made in relation to the Proposed Acquisition should be made solely and only on the basis of the information provided in any such document. The materials set out in this part of the website speak only at the date of the relevant document reproduced on this website and Melrose does not have, and does not accept, any responsibility or duty to update any such document and reserves the right to add to, remove or amend any document reproduced on this website at any time.
Viewing the materials you are seeking to access may be restricted under securities laws in certain jurisdictions. All persons resident outside of the United Kingdom who wish to view this part of the website must first satisfy themselves that they are not subject to any local requirements which prohibit or restrict them from doing so and should inform themselves about, and observe, any legal or regulatory requirements applicable in their jurisdiction. These materials are not directed at or intended to be accessible by persons resident in any jurisdiction if to do so would constitute a violation of the relevant laws or regulations of that jurisdiction.
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This part of the website contains information that has been prepared for the purposes of complying with English law and the City Code on Takeovers and Mergers (the "Code") and the information disclosed may not be the same as that which would have been disclosed if this information had been prepared in accordance with the laws and regulations of any jurisdiction outside of England and Wales.
It is your responsibility to satisfy yourself as to the full observance of any relevant laws and regulatory requirements. If you are in any doubt, you should not continue to seek to access this part of the website.
Additional U.S. Information
The Proposed Acquisition relates to the shares of two UK companies and is subject to UK procedural and disclosure requirements that are different from certain of those of the US. Any financial statements or other financial information included in this section of the website may have been prepared in accordance with non-US accounting standards that may not be comparable to the financial statements of US companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the US. It may be difficult for US holders of shares to enforce their rights and any claims they may have arising under the US federal securities laws in connection with the Proposed Acquisition, since Melrose and GKN are located in countries other than the US, and some or all of their officers and directors may be residents of countries other than the United States. US holders of shares in Melrose or GKN may not be able to sue Melrose, GKN or their respective officers or directors in a non-US court for violations of US securities laws. Further, it may be difficult to compel Melrose, GKN and their respective affiliates to subject themselves to the jurisdiction or judgment of a US court.
It is intended that the Proposed Acquisition will be implemented by way of a takeover offer under English law (the “Offer”). No document relating to the Offer will be posted into the US, but an accredited investor may be permitted to participate in the Offer pursuant to the “Tier II” tender offer rules included in Regulation 14E under the US Exchange Act, together with the requirements of the City Code. Accordingly, the 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 may be different from those applicable under US domestic tender offer procedures and law.
Alternatively, if the Proposed Acquisition is implemented by way of a scheme of arrangement under English law (with the consent of the Takeover Panel and the agreement of GKN), it will be subject to the disclosure requirements and practices applicable in the UK to schemes of arrangement which differ from the disclosure requirements of the US tender offer rules. If the Proposed Acquisition is implemented by way of a scheme of arrangement, any Melrose shares proposed to be issued to GKN shareholders pursuant to the terms of the Proposed Acquisition are expected to be issued in reliance upon the exemption from the registration requirements of the US Securities Act provided by Section 3(a)(10) of the US Securities Act. Section 3(a)(10) exempts securities issued in exchange for one or more outstanding securities from the general requirements of registration where the terms and conditions of the issuance and exchange of such securities have been approved by a court, after a hearing on the fairness of the terms and conditions of the issuance and exchange at which all persons to whom such securities will be issued have the right to appear and be heard. The Court will hold a hearing on the scheme’s fairness to GKN shareholders, at which hearing all such shareholders will be entitled to attend in person or through counsel.
Investors should be aware that Melrose may purchase or arrange to purchase GKN Shares otherwise than under any takeover offer or scheme of arrangement related to the Proposed Acquisition, such as in open market or privately negotiated purchases.
The information included in this section of the website does not constitute an offer of securities for sale in the US or an offer to acquire or exchange securities in the US. Securities may not be offered or sold in the US absent registration or an exemption from registration, and any public offering of securities to be made in the United States will be made by means of a prospectus that may be obtained from the issuer or the selling security holder and that will contain detailed information about the company and management, as well as financial statements. No offer to acquire securities or to exchange securities for other securities has been made, or will be made, directly or indirectly, in or into, or by use of the mails, any means or instrumentality of interstate or foreign commerce or any facilities of a national securities exchange of, the US or any other country in which such offer may not be made other than (i) in accordance with the US Securities Act, as amended, or the securities laws of such other country, as the case may be, or (ii) pursuant to an available exemption from such requirements.
Nothing in the information included in this section of the website shall be deemed an acknowledgement that any SEC filing is required or that an offer requiring registration under the US Securities Act may ever occur in connection with the Proposed Acquisition.
The Melrose shares proposed to be issued to GKN shareholders pursuant to the terms of the Proposed Acquisition have not been, and will not be, registered under the securities laws of any state or jurisdiction in the United States and, accordingly, will only be issued to the extent that exemptions from the registration or qualification requirements of state “blue sky” securities laws are available or such registration or qualification requirements have been complied with.
Cautionary Note Regarding Forward-Looking Statements
The information included in this part of the website contains forward-looking statements concerning the financial condition, results of operations and businesses of Melrose and of the Proposed Acquisition. All statements other than statements of historical fact are, or may be deemed to be, forward-looking statements. Forward-looking statements are statements of future expectations that are based on management’s current expectations and assumptions and involve known and unknown risks and uncertainties that could cause actual results, performance or events to differ materially from those expressed or implied in these statements. Forward-looking statements include, among other things, statements concerning the potential exposure of Melrose to market risks and statements expressing management’s expectations, beliefs, estimates, forecasts, projections and assumptions including as to future potential cost savings, synergies, earnings, cash flow, return on average capital employed, production and prospects. These forward-looking statements are identified by their use of terms and phrases such as ‘‘anticipate’’, ‘‘believe’’, ‘‘could’’, ‘‘estimate’’, ‘‘expect’’, ‘‘intend’’, ‘‘may’’, ‘‘plan’’, ‘‘objectives’’, ‘‘outlook’’, ‘‘probably’’, ‘‘project’’, ‘‘will’’, ‘‘seek’’, ‘‘target’’, ‘‘risks’’, ‘‘goals’’, ‘‘should’’ and similar terms and phrases. There are a number of factors that could affect the future operations of Melrose and could cause those results to differ materially from those expressed in the forward-looking statements included in the information in this part of the website, including (without limitation): (a) changes in demand for Melrose’s products; (b) currency fluctuations; (c) loss of market share and industry competition; (d) risks associated with the identification of suitable potential acquisition properties and targets, and successful negotiation and completion of such transactions; and (e) changes in trading conditions. All forward-looking statements contained in the information included in this part of the website are expressly qualified in their entirety by the cautionary statements contained or referred to in this section. Readers should not place undue reliance on forward-looking statements. Each forward-looking statement speaks only as at the specified date of the relevant document within which the statement is contained. Neither Melrose nor GKN undertake any obligation to publicly update or revise any forward-looking statement as a result of new information, future events or other information. In light of these risks, results could differ materially from those stated, implied or inferred from the forward-looking statements contained in the information included in this part of the website.
The documents included in this part of the website issued or published by Melrose speak only at the specified date of the relevant document and Melrose has, and accepts, no responsibility or duty to update or revise such documents.
In relation to any announcements or other materials related to the Proposed Acquisition issued or published by GKN, or which relate to GKN that are accessible on this website, the only responsibility accepted by Melrose and its directors is for the correctness and fairness of its reproduction.
Neither the directors of Melrose, nor Melrose, nor any of their affiliated companies, have reviewed, and no such person is or shall be responsible for or accepts any liability in respect of, any information contained on any other website which may be linked to or from this part of the website.
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