Charles Gross , Benzinga Staff Writer
February 25, 2018 5:47pm
RHS Limited (ASX: RHS) is pleased to announce that it has entered into a binding Scheme Implementation Agreement (“SIA”) with PerkinElmer, Inc. (“PerkinElmer”) PKI 0.29% for the acquisition by PerkinElmer of all of the issued share capital of RHS by way of a Scheme of Arrangement (“Scheme”) for $0.28 per share. The details of the SIA between PerkinElmer and RHS are summarised below.
The Board of RHS unanimously recommends that all RHS shareholders vote in favour of the Scheme, subject to an independent expert report concluding that the transaction is in the best interests of all shareholders and no superior proposal being received.
Transaction Summary
A summary of the proposed transaction is provided below. The full terms are contained in the SIA,
which is attached.
– PerkinElmer to pay $0.28 cash per RHS share, for 89,920,483 outstanding shares
– The acquisition will be implemented by way of a Scheme of Arrangement under the Australian Corporations Act 2001 (Cth).
– The Scheme is subject to approval by RHS shareholders at a general meeting expected to be held on 22 May 2018.
– The Scheme is subject to limited other conditions that are standard for a transaction of this nature.
RHS Board Recommendation
The proposed acquisition has the full support of the RHS Board.
Each Director of RHS considers the Scheme to be in the best interests of RHS shareholders and each Director recommends to RHS shareholders that they vote in favour of approving the Scheme, subject to (i) an independent expert report concluding that the Scheme is in the best interests of RHS shareholders and (ii) that no superior proposal is received for RHS.
The Directors have also unanimously stated their intention to vote shares that they hold and procure the vote of shares that they control in favour of approving the Scheme, subject to the independent expert report concluding that the Scheme is in the best interests of RHS shareholders and no superior proposal being received for RHS.
The reasons for the RHS Board’s unanimous recommendation will be detailed in the Scheme Book, but include:
– $0.28 cash per RHS share represents an attractive premium:
o 100% premium to the February 23rd, 2018 closing price of $0.14 per RHS share;
o 101% premium to the volume-weighted average price (“VWAP”) of RHS shares traded on the ASX over the five RHS trading days prior to this announcement; and – The offer provides certainty of RHS’ shareholder value and immediately matures the Company’s share price without further investor risk inherent in pursuing a stand-alone commercial growth strategy.
Director Comments
Chairman of RHS Ltd, Dr David Brookes said: “The PKI proposal was welcomed by the Board as an opportune time to reward shareholder loyalty and to progress RHS’ capabilities and technologies at an important commercial inflection point. PKI has recognised the future potential of RHS’ products and know how, and our CEO Michelle Fraser and her team are to be congratulated for creating increased shareholder value. This has been achieved under financial constraints following the repositioning of the Company some time ago, in response to market trends in the fast evolving world of genomics.”
RHS CEO, Dr Michelle Fraser added: “The offer from PKI reinforces the considerable expertise that the RHS team have integrated into each of our products. Bringing RHS and PKI together provides an opportunity for our products to reach the clinical and applied research markets through a large and highly experienced global team. The achievement of a binding agreement from PKI follows a due dilligence period, including an assessment of technical performance of our products and their commercial value. To reach the premium over our current share price is evidence of the value of
RHS in the hugely competitive single cell genomics market. ”
Transaction Implementation
The acquisition will be implemented by way of a Court-approved scheme of arrangement under the Australian Corporations Act, under which RHS shareholders will receive $0.28 cash per share.
The implementation of the proposed acquisition is subject to conditions, including:
– An independent expert’s report concluding that the Scheme is in the best interests of RHS shareholders;
– The RHS Directors not changing or withdrawing their recommendation that RHS shareholders vote in favour to approve the Scheme;
– No Material Adverse Change of RHS (as defined in the SIA) occurs or is discovered, announced, disclosed or otherwise becomes known to PerkinElmer;
– The Scheme resolution is duly approved by RHS shareholders at the Scheme meeting. A resolution in favour of the Scheme must pass by simple majority of the RHS shareholders voting on the resolution and by at least 75% of the votes cast on the resolution;
– Court approval to the Scheme being received; and
– ASIC and ASX give any necessary approvals to permit the Scheme to be implemented.
The SIA contains customary deal protection mechanisms, including no shop and no talk provisions, notification and matching rights in the event of a competing proposal and a break fee payable in specified circumstances.
Meeting of RHS Shareholders
RHS will convene a meeting of RHS shareholders to approve the Scheme (“Scheme Meeting”) following an order by the Court to do so.
RHS Shareholders will receive notice of the Scheme Meeting and a thorough explanatory statement of details of the proposed Scheme, the basis for the RHS Board’s recommendation and the independent expert’s report (“Scheme Booklet”).
Indicative timetable for completion*
Announcement of proposed acquisition 26th of February
First Court Hearing to convene Scheme Meeting and approve Scheme Booklet 12th of April
Dispatch Scheme Booklet to RHS shareholders for the Scheme Meeting 20th of April
Scheme Meeting 22nd of May
Final Court Hearing to approve the Scheme 25th of May
Implementation of Scheme 11th of June
*All dates are subject to change. Court dates are subject to court availability.
Treatment of options
RHS and PerkinElmer have agreed that they will cooperate to procure the agreement of all holders of RHS outstanding options to the acquisition and cancellation of those options. Subject to the Scheme being implemented, PerkinElmer will seek to acquire options totalling 7,400,000 based on the difference in value between the offer price of $0.28 and the respective option strike price by private treaty arrangements, failing which RHS will propose a scheme of arrangement for the acquisition of the outstanding options.
Interim Funding arrangements
RHS has also entered into an Interim Funding Agreement with The Very Company Pty Ltd, a company controlled by RHS’ Alternate Director Colin Matthews.
The purpose of the Interim Funding Agreement is to provide funding for RHS pending the implementation of the Scheme, and to obviate the need for RHS to raise further capital prior to implementation of the Scheme, which might have diluted the equity interest of current shareholders.
The key terms of the Interim Funding Agreement are:
– Interest rate 9%, with interest payable on repayment of the facility.
– Facility limit $750,000.
– Repayment date 28 September 2018.
– “One off” establishment fee of $25,000.
– RHS may prepay all or part of the drawn down facility without penalty.
– Facility may only be used for working capital purposes, to pay the establishment fee and for RHS to pay its costs and expenses of implementing the Scheme.
The Directors of RHS consider that the terms of the interim funding arrangements are no less favourable to RHS than arm’s length terms.