NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, 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
29 October 2021
Smiths Group plc
("Smiths" or the "Company")
Publication of Circular and notice of Smiths' General Meeting regarding the proposed sale of Smiths Medical and related return of capital
On 28 September 2021, the Company announced that it had entered into an agreement to sell Smiths Medical 2020 Limited, the holding company of its global medical device business ("Smiths Medical"), to ICU Medical, Inc. (the "Sale").
The Company is pleased to announce that a circular regarding the Sale and the related return of capital (the "Circular") has been published today, having received approval from the UK Financial Conduct Authority. The Circular will be sent to the Company's shareholders (other than those who have elected for notification by electronic communication) shortly.
The Sale constitutes a Class 1 transaction for Smiths under the Listing Rules and completion of the Sale ("Completion") is conditional upon the approval of Smiths' shareholders at a General Meeting of the Company.
In addition, Completion is subject to the satisfaction or waiver of certain regulatory and antitrust conditions, including the requirements of the U.S. Hart-Scott-Rodino Antitrust Improvement Act ("HSR Act"). The waiting period under the HSR Act expired on 22 October 2021, thereby satisfying the relevant condition. Whilst the U.S. Fair Trade Commission sent a customary letter indicating that it reserves its right to take further action, this is consistent with its recently announced practice of sending such letters. As a result of this condition now having been satisfied, the Board expects that, subject to the satisfaction and/or waiver of the other conditions, Completion is expected to occur in early 2022.
The Board intends to return an amount representing 55 per cent. of the Initial Cash Proceeds from the Sale, being £742 million (equivalent to $1.02 billion), to shareholders by way of a Share Buyback Programme. The Share Buyback Programme is expected to be completed within two years of Completion, subject to market conditions. At the General Meeting, shareholders will also be asked to provide the Company with authority to conduct market purchases of Smiths Shares by approving a share buyback resolution.
The Circular contains further details of the Sale, the Share Buyback Programme and a notice convening a General Meeting of the Company to be held at Freshfields Bruckhaus Deringer LLP, 100 Bishopsgate, London, EC2P 2SR at 1.30 pm on 17 November 2021, or as soon thereafter as the preceding Annual General Meeting of the Company shall have been concluded or adjourned.
Smiths Group plc
Jemma Spalton, Director of Investor Relations
+44 (0)20 7004 1600
FTI Consulting (PR adviser to Smiths Group)
Alex Le May / Richard Mountain
+44 (0)20 3727 1340
Goldman Sachs (Joint Sponsor, Joint Financial Adviser & Joint Corporate Broker)
+44 (0)20 7774 1000
J.P. Morgan Cazenove (Joint Sponsor, Joint Financial Adviser & Joint Corporate Broker)
+44 (0)20 7742 4000
Gleacher Shacklock (Joint Financial Adviser)
+44 (0)20 7484 1150
Freshfields Bruckhaus Deringer LLP and White & Case LLP are acting as legal advisers to Smiths in connection with the Sale.
Capitalised terms not otherwise defined in this announcement have the same meaning given to them in the Circular.
About Smiths Group
Smiths is a global technology company listed on the London Stock Exchange (SMIN) and operates a sponsored level one ADR programme (SMGZY). Its businesses share the same characteristics (technology differentiation; increasing digitisation; sustainably competitive; and a high proportion of recurring revenues generated by aftermarket and services) and a common operating model (The Smiths Excellence System). For more information visit www.smiths.com.
Availability of the Circular
A copy of the Circular will be submitted to the National Storage Mechanism and the Circular will shortly be available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism. In addition, a copy of the Circular will be available for inspection on the Company's website at www.smiths.com from the date of this announcement up to and including the date of the General Meeting and for the duration of the General Meeting.
This announcement is for information purposes only and is not intended to, and does not constitute or form part of, any offer or invitation to purchase, acquire, subscribe for, sell, dispose of or issue, or any solicitation of any offer to sell, dispose of, purchase, acquire or subscribe for, any security or a solicitation of any vote or approval, in any jurisdiction. This announcement should not be construed as investment advice and is not intended to form the basis of any investment decision. It does not constitute a prospectus or prospectus equivalent document. Smiths shareholders are advised to read the Circular carefully. Any response to the Sale should be made only on the basis of the information in the Circular.
The release, publication or distribution of this announcement in jurisdictions other than the United Kingdom may be restricted by law and, therefore, any persons who are subject to the laws of any jurisdiction other than the United Kingdom should inform themselves about, and observe, any applicable requirements. Any failure to comply with these requirements or restrictions may constitute a violation of the securities laws or regulations of any such jurisdiction. This announcement has been prepared for the purposes of complying with English law and the UK Listing Rules 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 and regulations of any jurisdiction outside of England.
Important Notices Relating to Financial Advisers and Joint Sponsors
Goldman Sachs International ("Goldman Sachs"), which is authorised by the Prudential Regulation Authority ("PRA") and regulated by the Financial Conduct Authority ("FCA") and the PRA in the United Kingdom, is acting exclusively as joint sponsor and joint financial adviser to Smiths and no one else in connection with the matters described in this announcement and will not be responsible to anyone other than Smiths for providing the protections afforded to clients of Goldman Sachs nor for giving advice in connection with the matters set out in this announcement or any transaction, arrangement or other matter referred to in this announcement.
J.P. Morgan Securities plc, which conducts its UK investment banking business as J.P. Morgan Cazenove ("J.P. Morgan Cazenove"), is authorised in the United Kingdom by the PRA and regulated by the FCA and the PRA. J.P. Morgan Cazenove is acting exclusively as joint sponsor and joint financial adviser to Smiths and no one else in connection with the Sale and will not regard any other person as its client in relation to the Sale and will not be responsible to anyone other than Smiths for providing the protections afforded to clients of J.P. Morgan Cazenove or its affiliates, nor for providing advice in relation to the Sale or any matter referred to herein.
Gleacher Shacklock LLP ("Gleacher Shacklock"), which is authorised and regulated in the United Kingdom by the FCA, is acting exclusively as joint financial adviser to Smiths and for no one else in connection with the matters described in this announcement and will not be responsible to anyone other than Smiths for providing the protections afforded to clients of Gleacher Shacklock nor for providing advice in connection with the matters set out in this announcement or any transaction, arrangement or other matter referred to in this announcement.
Publication on Website
A copy of this announcement will be made available on Smiths' website at www.smiths.com. For the avoidance of doubt, the contents of this website are not incorporated into and do not form part of this announcement.
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, accountant or independent financial adviser duly authorised under the Financial Services and Markets Act 2000 (as amended) if you are resident in the UK or, if not, from another appropriately authorised independent financial adviser.
Incorporation by Reference
Neither the content of Smiths' website (or any other website) nor any website accessible by hyperlinks on Smiths' website (or any other website) is incorporated in, or forms part of, this announcement.
This announcement includes statements that are, or may be deemed to be, "forward-looking statements". These forward-looking statements may be identified by the use of forward-looking terminology, including the terms "anticipates", "believes", "could", "estimates", "expects", "intends", "may", "plans", "projects", "should" or "will", or, in each case, their negative or other variations or comparable terminology, "targets", "aims", "forecasts" or by discussions of strategy, plans, objectives, goals, future events or intentions.
These forward-looking statements include all matters that are not historical facts. They appear in a number of places throughout this announcement and include, but are not limited to, statements regarding Smiths' or its directors' intentions, beliefs or current expectations concerning, among other things, the Smiths Group, results of operations, financial condition, liquidity, prospects, growth and strategies of the Smiths Group and Smiths Medical.
By their nature, forward-looking statements involve risk and uncertainty because they relate to future events and circumstances. Forward-looking statements are not guarantees of future performance and the actual results of operations of the Smiths Group and Smiths Medical, and the developments of the markets and the industries in which they operate, may differ materially from those described in, or suggested by, the forward-looking statements contained in this announcement. In addition, even if the results of operations of the Smiths Group and Smiths Medical and the developments of the markets and the industries in which they operate are consistent with the forward-looking statements contained in this announcement, those results or developments may not be indicative of results or developments in subsequent periods. A number of risks, uncertainties and other factors could cause results and developments to differ materially from those expressed or implied by the forward-looking statements including, without limitation, general economic and business conditions, industry trends, competition, changes in law and regulation, currency fluctuations, changes in business strategy and political and economic uncertainty.
Forward-looking statements may, and often do, differ materially from actual results. Any forward-looking statements in this announcement reflect Smiths' current view with respect to future events and are subject to risks relating to future events and other risks, uncertainties and assumptions relating to the Smiths Group's business, results of operations, financial condition, prospects, growth and strategies.
Other than in accordance with its legal or regulatory obligations (including under the Listing Rules, the Disclosure Guidance and Transparency Rules, the Prospectus Regulation Rules, the Market Abuse Regulation (EU No. 596/2014) and the Market Abuse Regulation (EU No. 596/2014) as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018), Smiths is not under any obligation and Smiths expressly disclaims any intention or obligation (to the maximum extent permitted by law) to update or revise any forward-looking statements in this announcement, whether as a result of new information, future events or otherwise. Neither Smiths nor any of its 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 will actually occur. You are cautioned not to place any undue reliance on these forward-looking statements, which speak only as at the date of this announcement.
Legal Entity Identifier (LEI): 213800MJL6IPZS3ASA11