CHS Chrysalis

 

TIDMCHS 
 
RNS Number : 4154X 
Forte Bidco 1 Ltd 
06 December 2010 
 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR PART, IN, INTO OR FROM 
ANY JURISDICTION WHERE IT IS UNLAWFUL TO DO SO. 
 
6 December 2010 
 
                        UPDATE ON RECOMMENDED CASH OFFER 
 
                             for the acquisition of 
 
                          CHRYSALIS PLC ("CHRYSALIS") 
 
                                       by 
 
FORTE BIDCO 1 LIMITED ("BIDCO"), A WHOLLY-OWNED SUBSIDIARY OF BMG LUXCO, A JOINT 
  VENTURE BETWEEN BERTELSMANN AND AN AFFILIATE OF KOHLBERG KRAVIS ROBERTS & CO. 
                                  L.P. ("KKR"). 
 
    To be implemented by way of a Court approved Scheme of Arrangement (the 
                                    "Scheme") 
            under Part 26 of the Companies Act 2006 (the "2006 Act") 
 
 
Further to Bidco's announcement on 26 November 2010 of its offer to acquire the 
entire issued and to be issued share capital of Chrysalis to be implemented by 
way of a Scheme of Arrangement under section Part 26 of the Companies Act 2006, 
Bidco discloses, in accordance with Rule 2.11 of the Takeover Code, that it has 
obtained a further irrevocable undertaking to vote in favour of the Proposals at 
the Court Meeting and the General Meeting from The Wright Family Trust, a 
beneficial trust of Chris Wright, ("the Trust") in respect of 845,856 Chrysalis 
Shares, which represent 1.3 per cent. of the entire issued share capital of 
Chrysalis. 
 
The irrevocable undertaking from the Trust will remain binding even in the event 
of a competing offer being made for Chrysalis. 
 
Following receipt of the irrevocable undertaking referred to above, Bidco has 
now received, in aggregate, irrevocable undertakings to vote in favour of the 
Proposals at the Court Meeting and the General Meeting in respect of 50,145,433 
Chrysalis Shares, representing 74.7 per cent. of the entire issued share capital 
of Chrysalis, all such undertakings remaining binding in the event of a 
competing offer being made for Chrysalis. 
 
Capitalised terms used in this announcement have the meaning given to them in 
the 2.5 Announcement released on 26 November 2010. 
 
Enquiries: 
 
BMG 
Telephone: +49 (0) 30 300 133 340 
Hartwig Masuch (Chief Executive Officer, BMG 
GmbH) 
Kay Krafft (Chief Investment Officer, BMG GmbH) 
 
Citi 
 Telephone: +44 (0) 20 7986 4000 
(Sole Financial Adviser and Corporate Broker to BMG and Bidco) 
 Jan 
Skarbek 
 Ketan Mehta 
Simon Alexander (corporate broking) 
Sian Evans 
 
Finsbury 
Telephone: +44 (0) 20 7251 3801 
(PR Adviser to BMG) 
Charles Watenphul 
Ed Simpkins 
 
Chrysalis 
Telephone: +44 (0) 20 7465 6327 
 Chris Wright (Chairman) 
 Jeremy Lascelles 
(Group Chief Executive) 
 Andy Mollett (Chief Financial Officer) 
 
Jefferies 
Telephone: +44 (0) 20 7029 8000 
(Sole Financial Adviser to 
Chrysalis) 
Jonathan Goodwin 
Julian Culhane 
 
Investec 
Telephone: +44 (0) 20 7597 5970 
(Corporate Broker to Chrysalis) 
Keith 
Anderson 
 
Brunswick 
Telephone: +44 (0) 20 7404 5959 
(PR Adviser to Chrysalis) 
 Tim 
Burt 
 Dania Saidam 
 
Citi, which is authorised and regulated in the United Kingdom by the Financial 
Services Authority, is acting exclusively for BMG and Bidco and no one else in 
relation to the matters referred to in this announcement and will not be 
responsible to anyone other than BMG and Bidco for providing the protections 
afforded to clients of Citi nor for providing advice in relation to these 
matters, the content of this announcement or any matter referred to herein. 
Jefferies, which is authorised and regulated in the United Kingdom by the 
Financial Services Authority, is acting exclusively for Chrysalis and no one 
else in relation to the matters referred to in this announcement and will not be 
responsible to anyone other than Chrysalis for providing the protections 
afforded to clients of Jefferies nor for providing advice in relation to these 
matters, the content of this announcement or any matter referred to herein. 
The distribution of this announcement in jurisdictions other than the UK may be 
restricted by law and therefore any persons who are subject to the laws of any 
jurisdiction other than the UK should inform themselves about, and observe, any 
applicable requirements. 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 the UK. 
Copies of this announcement 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 and persons receiving this announcement 
(including custodians, nominees and trustees) must not mail or otherwise 
forward, distribute or send it in or into or from any Restricted Jurisdiction. 
The Acquisition will be subject to the applicable rules and regulations of the 
UK Listing Authority, the London Stock Exchange and the Code. 
Notice to US holders of Chrysalis Shares 
US holders of Chrysalis Shares should note that the Scheme relates to the shares 
of a UK company that is a "foreign private issuer" as defined under Rule 3b-4 
under the Exchange Act and will be governed by English law.  Accordingly, 
neither the proxy solicitation nor the tender offer rules under the Exchange act 
will apply to the Scheme.  Moreover, the Scheme 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 proxy 
solicitation rules and tender offer rules.  Financial information included in 
the Scheme Document will have been prepared in accordance with accounting 
standards applicable in the UK that may not be comparable to the accounting 
standards applicable to financial statements of US companies.  If Bidco 
exercises its right to implement the acquisition of the Chrysalis Shares by way 
of a takeover offer, the offer will be made in compliance with applicable US 
securities laws and regulations. 
Forward looking statements 
It is possible that this announcement could or may contain forward-looking 
statements that are based on current expectations or beliefs, as well as 
assumptions about future events.  Reliance should not be placed on any such 
statements because, by their very nature, they are subject to known and unknown 
risks and uncertainties and can be affected by other factors that could cause 
actual results, and BMG, Bidco and Chrysalis' plans and objectives, to differ 
materially from those expressed or implied in the forward-looking statements. 
None of BMG, Bidco nor Chrysalis undertake to update or revise forward-looking 
statements, whether as a result of new information, future events or otherwise. 
 
Dealing disclosure requirements 
 
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 paper 
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 paper 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 paper 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 pm (London time) on the 10th business day following the 
commencement of the offer period and, if appropriate, by no later than 3.30 pm 
(London time) on the 10th business day following the announcement in which any 
paper offeror is first identified. Relevant persons who deal in the relevant 
securities of the offeree company or of a paper 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 paper offeror must make a Dealing Disclosure if the person deals in any 
relevant securities of the offeree company or of any paper 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 paper offeror, 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 pm (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 paper 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 Takeover 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. If you are in any doubt as to whether you are required to make 
an Opening Position Disclosure or a Dealing Disclosure, you should consult the 
Panel's website above and/or contact the Panel's Market Surveillance Unit on +44 
(0)20 7638 0129. 
 
 
The directors of Bidco accept responsibility for the information contained in 
this announcement other than that relating to Chrysalis. To the best of their 
knowledge and belief (having taken all reasonable care to ensure that such is 
the case), the information contained in this announcement for which they are 
responsible is in accordance with the facts and does not omit anything likely to 
affect the import of such information. 
In accordance with Rule 19.11 of the Code, a copy of this Announcement will be 
published on the following websites:  www.bmg.com and www.chrysalis.com. 
 
This information is provided by RNS 
            The company news service from the London Stock Exchange 
   END 
 
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