TIDMDNL TIDMTTM
RNS Number : 5338E
Diurnal Group PLC
28 October 2022
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN
PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD
CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH
JURISDICTION
FOR IMMEDIATE RELEASE
28 October 2022
RECOMMED CASH ACQUISITION
Of
Diurnal Group plc ("Diurnal")
By
Neurocrine Biosciences, Inc. ("Neurocrine")
to be implemented by means of a Scheme of Arrangement under Part
26 of the Companies Act 2006
COURT SANCTION OF SCHEME OF ARRANGEMENT AND SUSPENSION OF
DEALINGS
On 30 August 2022, the boards of Neurocrine and Diurnal
announced that they had reached agreement on the terms of a
recommended cash acquisition pursuant to which Neurocrine shall
acquire the entire issued and to be issued ordinary share capital
of Diurnal (the "Acquisition"). Under the terms of the Acquisition,
Scheme Shareholders will receive 27.5 pence in cash for each Scheme
Share.
The Acquisition is being implemented by means of a
Court-sanctioned scheme of arrangement under Part 26 of the
Companies Act 2006 (the "Scheme"), full details of which were sent
to the shareholders of Diurnal in the circular dated 23 September
2022 (the "Scheme Document").
On 21 October 2022, the Scheme was approved by the requisite
majorities of Scheme Shareholders at the Court Meeting and the
Resolution in connection with the implementation of the Scheme was
passed by the requisite majority of Diurnal Shareholders at the
General Meeting.
Capitalised terms used and not defined in this announcement have
the meanings given to them in the Scheme Document.
Sanction of the Scheme
The boards of Neurocrine and Diurnal are pleased to announce
that that the High Court of Justice in England and Wales has today
made an order sanctioning the Scheme under section 899 of the
Companies Act.
The Scheme will become Effective upon the delivery of a copy of
the Court Order to the Registrar of Companies, which is expected to
occur on 1 November 2022.
Next Steps
Diurnal confirms that last day of dealings in, or for
registrations of transfers of, Diurnal Shares will be 31 October
2022 and the Scheme Record Time will be 6.00 p.m. 31 October 2022.
Scheme Shareholders on Diurnal's register of members at the Scheme
Record Time will, upon the Scheme becoming Effective, be entitled
to receive the consideration under the Scheme.
Dealings in Diurnal Shares on AIM will be suspended from 7:30
a.m. on 1 November 2022. The suspension is made pursuant to
Diurnal's application to the London Stock Exchange and is being
effected as part of the Scheme.
It is expected that, subject to the Scheme becoming Effective on
1 November 2022, the cancellation of admission to trading of
Diurnal Shares on AIM will take effect from 7:00 a.m. on 2 November
2022.
A further announcement will be made when the Scheme becomes
Effective.
General
All references in this announcement to times are to London time
unless otherwise stated. The expected timetable of principal events
for the implementation of the Scheme remains as set out in the
Scheme Document. The dates and times given are indicative only and
are based on Diurnal's current expectations and may be subject to
change (including as a result of changes to the regulatory
timetable). If any of the expected times and/or dates change, the
revised times and/or dates will be notified to Diurnal Shareholders
by announcement through a Regulatory Information Service.
Enquiries:
Diurnal Group plc
+44 (0) 20 3727
Richard Bungay, Interim Chief Executive Officer 1000
Panmure Gordon (UK) Limited (Rule 3 Adviser,
Financial Adviser, Nominated Adviser and Broker
to Diurnal)
+44 (0) 20 7886
Freddy Crossley 2500
Emma Earl
Mark Rogers
Rupert Dearden
Torreya (Strategic Adviser to Diurnal)
+44 (0) 20 7451
Stephanie Léouz on 4550
Kelly Curtin
FTI Consulting (Media and Investor Relations
Adviser to Diurnal)
Simon Conway
Victoria Foster Mitchell +44 (0) 20 3727
Alex Davis 1000
Neurocrine Biosciences, Inc.
Todd Tushla, Vice President, Investor Relations +1 858 617 7143
Smith Square Partners (Financial Adviser
to Neurocrine)
+44 (0) 20 3696
John Craven 7260
Toby Rolls
Eversheds Sutherland (International) LLP is retained as legal
adviser to Diurnal and Cooley (UK) LLP is retained as legal adviser
to Neurocrine.
Important Notices
This announcement is for information purposes only and does not
constitute, or form any part of, an offer to sell or an invitation
to purchase any securities or the solicitation of an offer to buy
any securities in any jurisdiction, pursuant to the Acquisition or
otherwise.
The Acquisition shall be made solely by means of the Scheme
Document (together with the Forms of Proxy) (or, if the Acquisition
is implemented by way of Takeover Offer, the Takeover Offer
document), which shall contain the full terms and conditions of the
Acquisition, including details of how to vote in respect of the
Acquisition.
This announcement has been prepared for the purpose of complying
with the laws of England and Wales 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.
The Acquisition shall be subject to the applicable requirements
of the Code, the AIM Rules, the Panel, the London Stock Exchange
and the Financial Conduct Authority.
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 or independent financial adviser duly
authorised under Financial Services and Markets Act 2000 (as
amended) if you are resident in the United Kingdom or, if not, from
another appropriate authorised independent financial adviser.
This announcement does not constitute a prospectus or prospectus
exempted document.
Disclaimers
Panmure Gordon (UK) Limited ("Panmure Gordon"), which is
authorised and regulated in the United Kingdom by the FCA, is
acting as financial adviser, Rule 3 adviser, nominated adviser and
broker to Diurnal and for no one else in connection with the
Acquisition and other matters referred to in this announcement and
will not be responsible to anyone other than Diurnal for providing
the protections afforded to its clients or for providing advice in
relation to the Acquisition, the contents of this announcement or
any other matters referred to in this announcement. Neither Panmure
Gordon nor any of its affiliates, directors or employees owes or
accepts any duty, liability or responsibility whatsoever (whether
direct or indirect, consequential, whether in contract, in tort, in
delict, under statute or otherwise) to any person who is not a
client of Panmure Gordon in connection with this announcement, any
statement contained herein, the Acquisition or otherwise.
Torreya Capital LLC ("Torreya"), which is authorised and
regulated in the UK by the FCA and is a member of FINRA/SIPC in the
US, is acting exclusively for Diurnal and no one else in connection
with the Acquisition and will not be responsible to anyone other
than Diurnal for providing the protections afforded to clients of
Torreya nor for providing advice in connection with the Acquisition
or any other matter referred to herein.
Smith Square Partners LLP ("Smith Square Partners"), which is
authorised and regulated in the UK by the FCA, is acting
exclusively as financial adviser to Neurocrine and no one else in
connection with the Acquisition and will not be responsible to
anyone other than Neurocrine for providing the protections afforded
to clients of Smith Square Partners nor for providing advice in
relation to the Acquisition or any other matters referred to in
this document. Neither Smith Square Partners 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 Smith Square Partners in connection with the Acquisition, this
document, any statement contained herein or otherwise.
Overseas Shareholders
The release, publication or distribution of this announcement in
or into certain jurisdictions other than the United Kingdom may be
restricted by law. Persons who are not resident in the United
Kingdom or who are subject to other jurisdictions should inform
themselves of, and observe, any applicable requirements.
Unless otherwise determined by Neurocrine 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 offer 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.
Accordingly, copies of this announcement and all documents relating
to the Acquisition are not being, and must not be, directly or
indirectly, mailed or otherwise forwarded, distributed or sent in,
into or from a Restricted Jurisdiction where to do so would violate
the laws in that jurisdiction, and persons receiving this
announcement and all documents relating to the Acquisition
(including custodians, nominees and trustees) must not mail or
otherwise distribute or send them in, into or from such
jurisdictions where to do so would violate the laws in that
jurisdiction.
The availability of the Acquisition to Diurnal Shareholders who
are not resident in the United Kingdom may be affected by the laws
of the relevant jurisdictions in which they are resident. Persons
who are not resident in the United Kingdom should inform themselves
of, and observe, any applicable requirements.
Additional information for US investors
The Acquisition relates to 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 tender offer rules or
the proxy solicitation rules under the US Securities Exchange
Act.
Accordingly, the Acquisition is subject to the disclosure and
procedural requirements applicable in the United Kingdom to schemes
of arrangement which differ from the disclosure requirements of
United States tender offer and proxy solicitation rules.
However, if Neurocrine were (subject to Panel consent) to elect
to implement the Acquisition by means of a Takeover Offer, such
Takeover Offer shall be made in compliance with all applicable
United States laws and regulations, including Section 14(e) and
Regulation 14E under the US Exchange Act and any applicable
exemptions thereunder. Such a takeover would be made in the United
States by Neurocrine and no one else.
In accordance with normal United Kingdom practice, Neurocrine or
its nominees, or its brokers (acting as agents), may from time to
time make certain purchases of, or arrangements to purchase, shares
or other securities of Diurnal outside of the US, other than
pursuant to the Acquisition, until the date on which the
Acquisition and/or Scheme becomes effective, lapses or is otherwise
withdrawn. These purchases may occur either in the open market at
prevailing prices or in private transactions at negotiated prices.
Any information about such purchases or arrangements to purchase
shall be disclosed as required in the UK, shall be reported to a
Regulatory Information Service and shall be available on the London
Stock Exchange website at www.londonstockexchange.com .
The receipt of consideration by a US holder for the transfer of
its Diurnal Shares pursuant to the Scheme shall be a taxable
transaction for United States federal income tax purposes. Each
Diurnal Shareholder is urged to consult their independent
professional adviser immediately regarding the tax consequences of
the Acquisition applicable to them, including under applicable
United States state and local, as well as overseas and other, tax
laws.
Financial information relating to Diurnal included in this
announcement and the Scheme Document has been or shall have been
prepared in accordance with accounting standards applicable in the
United Kingdom and may not be comparable to financial information
of US companies or companies whose financial statements are
prepared in accordance with generally accepted accounting
principles in the United States.
Neurocrine is organised under the laws of the State of Delaware
in the United States of America and Diurnal is organised under the
laws of England and Wales. Some or all of the officers and
directors of Neurocrine and Diurnal, respectively, are residents of
countries other than the United States. In addition, some of the
assets of Neurocrine and Diurnal are located outside the United
States. As a result, it may be difficult for US shareholders of
Diurnal to effect service of process within the United States upon
Neurocrine or Diurnal or their respective officers or directors or
to enforce against them a judgment of a US court predicated upon
the securities laws of the United Kingdom.
Forward looking statements
This announcement (including information incorporated by
reference in this announcement) and the Scheme Document, may
contain statements which are, or may be deemed to be, "forward
looking statements". Such forward looking statements are
prospective in nature and are not based on historical facts, but
rather on current expectations and on numerous assumptions
regarding the business strategies and the environment in which
Diurnal, any member of the Diurnal Group, Neurocrine, any member of
the Neurocrine Group or the Enlarged Group shall operate in the
future and are subject to risks and uncertainties that could cause
actual results to differ materially from those expressed or implied
by those statements.
The forward-looking statements contained in this announcement or
the Scheme Document may relate to Diurnal, any member of the
Diurnal Group, Neurocrine, any member of the Neurocrine Group or
the Enlarged Group's future prospects, developments and business
strategies, the expected timing and scope of the Acquisition and
other statements other than historical facts. In some cases, these
forward looking statements can be identified by the use of forward
looking terminology, including the terms "believes", "estimates",
"will look to", "would look to", "plans", "prepares",
"anticipates", "expects", "is expected to", "is subject to",
"budget", "scheduled", "forecasts", "synergy", "strategy", "goal",
"cost-saving", "projects" "intends", "may", "will", "shall" or
"should" or their negatives or other variations or comparable
terminology. Forward-looking statements may include statements
relating to the following: (i) future capital expenditures,
expenses, revenues, earnings, synergies, economic performance,
indebtedness, financial condition, dividend policy, losses and
future prospects; (ii) business and management strategies and the
expansion and growth of Neurocrine's, any member of the Neurocrine
Group or Diurnal's operations and potential synergies resulting
from the Acquisition; and (iii) the effects of global economic
conditions and governmental regulation on Neurocrine's, any member
of the Neurocrine Group or Diurnal's business.
By their nature, forward-looking statements involve risk and
uncertainty because they relate to events and depend on
circumstances that shall occur in the future. These events and
circumstances include changes in the global, political, economic,
business, competitive, market and regulatory forces, future
exchange and interest rates, changes in tax rates, future business
combinations or disposals, and any epidemic, pandemic or disease
outbreak. If any one or more of these risks or uncertainties
materialises or if any one or more of the assumptions prove
incorrect, actual results may differ materially from those
expected, estimated or projected. Such forward looking statements
should therefore be construed in the light of such factors.
Neither Diurnal or any of Neurocrine or any member of the
Neurocrine Group, nor any of their respective associates or
directors, officers or advisers, provides any representation,
assurance or guarantee that the occurrence of the events expressed
or implied in any forward-looking statements in this announcement
or the Scheme Document shall actually occur. Given these risks and
uncertainties, potential investors should not place any reliance on
forward looking statements.
Specifically, statements of estimated cost savings and synergies
relate to future actions and circumstances which, by their nature
involve, risks, uncertainties and contingencies. As a result, the
cost savings and synergies referred to may not be achieved, may be
achieved later or sooner than estimated, or those achieved could be
materially different from those estimated. Due to the scale of the
Enlarged Group, there may be additional changes to the Enlarged
Group's operations. As a result, and given the fact that the
changes relate to the future, the resulting cost synergies may be
materially greater or less than those estimated.
The forward-looking statements speak only at the date of this
announcement or the Scheme Document (as applicable). All subsequent
oral or written forward-looking statements attributable to any
member of the Neurocrine Group or Diurnal Group, or any of their
respective associates, directors, officers, employees or advisers,
are expressly qualified in their entirety by the cautionary
statement above.
Diurnal, the Diurnal Group, Neurocrine and the Neurocrine Group
and their respective associates, directors, officers, employees or
advisers expressly disclaim any obligation to update such
statements other than as required by law or by the rules of any
competent regulatory authority, whether as a result of new
information, future events or otherwise.
No profit forecasts or estimates
No statement in this announcement or the Scheme Document is
intended as a profit forecast or estimate for any period and no
statement in this announcement should be interpreted to mean that
earnings or earnings per share for Neurocrine or Diurnal, as
appropriate, for the current or future financial years would
necessarily match or exceed the historical published earnings or
earnings per share for Neurocrine or Diurnal, as appropriate.
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 shall 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 http://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.
Publication on website and availability of hard copies
A copy of this Announcement and the documents required to be
published pursuant to Rule 26.3 of the Takeover Code, shall be made
available, subject to certain restrictions relating to persons
resident in Restricted Jurisdictions, on the websites of Diurnal at
https://www.diurnal.com/investor/dallas and of Neurocrine at
https://www.neurocrine.com/investors by no later than 12 noon
(London time) on the business day following the date of this
announcement. For the avoidance of doubt, the contents of those
websites are not incorporated into and do not form part of this
announcement.
Diurnal Shareholders may request a hard copy of this
announcement by contacting Link Group on +44 (0) 371 664 0321.
Calls are charged at the standard geographic rate and will vary by
provider. Calls outside the United Kingdom will be charged at the
applicable international rate. Different charges may apply to calls
from mobile telephones and calls may be recorded and randomly
monitored for security and training purposes. Lines are open
between 09:00 am-17:30 pm, Monday to Friday excluding public
holidays in England and Wales or by submitting a request in writing
to our Registrars at Link Group, 10th Floor, Central Square, 29
Wellington Street, Leeds, LS1 4DL. If you have received this
announcement in electronic form, copies of this announcement and
any other document or information incorporated by reference into
this document will not be provided unless such a request is
made.
Electronic communications
Please be aware that addresses, electronic addresses and certain
information provided by Diurnal Shareholders, persons with
information rights and other relevant persons for the receipt of
communications from Diurnal may be provided to Neurocrine during
the Offer Period as requested under Section 4 of Appendix 4 of the
Code to comply with Rule 2.11(c) of the Code.
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END
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