Recommended Cash Offer by Hewlett-Packard Vision B.V. an Indirect Wholly-owned Subsidiary of Hewlett-Packard Company for Autonomy Corporation PLCBy Hewlett-packard Company, PRNE
Sunday, October 2, 2011
PALO ALTO, California, October 3, 2011 -
FOR IMMEDIATE RELEASE
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 ANY RELEVANT LAWS OF THAT JURISDICTION
3 October 2011
Recommended cash offer
HEWLETT-PACKARD VISION B.V.
an indirect wholly-owned subsidiary of Hewlett-Packard Company
AUTONOMY CORPORATION PLC
OFFER UPDATE - OFFER DECLARED WHOLLY UNCONDITIONAL
On 18 August 2011, the Board of Hewlett-Packard Company (” HP “) and the Board of Autonomy Corporation plc (” Autonomy “) announced the terms of a recommended cash offer (the ” Offer “) by Hewlett-Packard Vision B.V. (” HP Vision “), an indirect wholly-owned subsidiary of HP, to acquire the entire issued and to be issued share capital of Autonomy. The full terms of, and conditions to, the Offer and the procedure for acceptance were set out in the offer document issued by HP Vision on 22 August 2011 (the ” Offer Document “).
Offer declared wholly unconditional
HP Vision announces that all of the conditions to the Offer have been satisfied or waived and, accordingly, the Offer is declared wholly unconditional.
The Offer will remain open for acceptance until further notice and at least 14 days’ notice will be given of the closing of the Offer. Autonomy Shareholders who have not yet accepted the Offer are urged to do so immediately.
Level of acceptances
As at 10:00 a.m. (London time) on 3 October 2011 (being the second closing date of the Offer), HP Vision had received valid acceptances from Autonomy Shareholders in respect of 213,421,299 Autonomy Shares (representing approximately 87.34 per cent. of the existing issued share capital of Autonomy), all of which may be counted towards satisfaction of the acceptance condition to the Offer (as set out in paragraph (a) of Part A of Appendix I of the Offer Document, the ” Acceptance Condition “) and, as a consequence, the Acceptance Condition has been satisfied.
These acceptances include those received in respect of 22,190,066 Autonomy Shares (representing approximately 9.08 per cent. of the existing issued share capital of Autonomy) which were subject to irrevocable commitments procured by HP Vision from all those Autonomy Directors that held Autonomy Shares.
The consideration to which any Autonomy Shareholder is entitled under the Offer will be settled (i) in the case of valid acceptances received on or before the date of this announcement, on or before 17 October 2011; and (ii) in the case of valid acceptances received after the date of this announcement but while the Offer remains open for acceptance, within 14 days of such receipt, in each case in the manner described in the Offer Document.
Extension of the Offer and procedure for acceptance of the Offer
The Offer will remain open until further notice and at least 14 days’ notice will be given of the closing of the Offer. Autonomy Shareholders who have not yet accepted the Offer are urged to do so immediately.
To accept the Offer in respect of Autonomy Shares held in certificated form, Autonomy Shareholders must complete, sign and return the Form of Acceptance, together with their share certificate(s) or other relevant document(s) of title, in accordance with the instructions contained therein and set out in the Offer Document.
To accept the Offer in respect of Autonomy Shares held in uncertificated form (that is, in CREST), Autonomy Shareholders must follow the procedure for electronic acceptance through CREST in accordance with the instructions set out in the Offer Document. If Autonomy Shareholders hold their Autonomy Shares as a CREST sponsored member, they should refer to their CREST sponsor as only their CREST sponsor will be able to send the necessary TTE Instruction to Euroclear.
Delisting and re-registration as a private company
As set out in paragraph 14 of Part II of the Offer Document, following the Offer becoming or being declared wholly unconditional, and sufficient acceptances under the Offer having been received, HP Vision intends to procure that Autonomy will make an application for the cancellation of the listing of Autonomy Shares on the Official List and for the cancellation of trading of the Autonomy Shares on the London Stock Exchange’s main market for listed securities.
Autonomy Shareholders should note that cancellation of the listing is likely to significantly reduce the liquidity and marketability of any Autonomy Shares in respect of which the Offer has not been accepted.
It is also proposed that, after Autonomy Shares are delisted, Autonomy will be re-registered as a private company under the relevant provisions of the Companies Act.
HP Vision intends, in the event that it receives acceptances of the Offer in respect of, and/or otherwise acquires, 90 per cent or more of the Autonomy Shares to which the Offer relates and 90 per cent or more of the voting rights attaching to such shares, to exercise its rights pursuant to Sections 974 to 991 of the Companies Act to acquire compulsorily, on the same terms as the Offer, the remaining Autonomy Shares in respect of which the Offer has not been accepted.
Interests in relevant securities
Save for the interests set out below, as at the close of business on 30 September 2011, being the latest practicable date prior to the date of this announcement, neither HP Vision, nor any of the directors of HP Vision, nor (so far as HP Vision is aware) any person acting in concert with HP Vision (within the meaning of the City Code) (i) has any interest in, or right to subscribe for, any Autonomy Shares or securities convertible or exchangeable into Autonomy Shares (” Autonomy Securities “), (ii) has any short position (whether conditional or absolute and whether in the money or otherwise), including any short position under a derivative, or arrangement in relation to Autonomy Securities, or (iii) has borrowed or lent any Autonomy Securities (save for any borrowed shares which have been on-lent or sold). For these purposes, “arrangement” includes any indemnity or option arrangement or any agreement or understanding, formal or informal, of whatever nature, relating to Autonomy Securities which may be an inducement to deal or refrain from dealing in such securities.
As at close of business on 30 September 2011, being the latest practicable date prior to the date of this announcement for which information relating to interests in Autonomy relevant securities could be collected in relation to Barclays Capital, Barclays Capital was interested in the following Autonomy relevant securities:
Entity Number of Autonomy Shares Barclays Bank PLC 9,744
Publication on website
In accordance with Rule 19.11 of the Code, a copy of this announcement will be made available, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, for inspection on HP’s website at www.hp.com/investor/offerdocuments and Autonomy’s website at news.autonomy.com by no later than 12 noon (London time) on 4 October 2011 until the end of the Offer Period. Copies of the Offer Document and Form of Acceptance are also available for inspection on both websites.
Capitalised terms used but not defined in this announcement shall have the meaning given to them in the Offer Document.
This announcement is not intended to and does not constitute, or form any part of, an offer to sell or subscribe for or an invitation to purchase or subscribe for any securities or the solicitation of an offer to purchase or subscribe for any securities pursuant to the Offer or otherwise. The Offer is being made solely through the Offer Document and (in respect of Autonomy Shares held in certificated form) the Form of Acceptance, which together contain the full terms and conditions of the Offer, including details of how to accept the Offer. Any acceptance or other response to the Offer should be made only on the basis of the information contained in the Offer Document and (in respect of Autonomy Shares held in certificated form) the Form of Acceptance.
Barclays Capital, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for HP and HP Vision and no one else in connection with the Offer and will not be responsible to anyone other than HP and HP Vision for providing the protections afforded to its clients or for providing advice in relation to the Offer or in relation to the contents of this announcement or any transaction or any other matters referred to herein.
Perella Weinberg Partners, which, through its affiliate Perella Weinberg Partners UK LLP, is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for HP and HP Vision and no one else in connection with the Offer and will not be responsible to anyone other than HP and HP Vision for providing the protections afforded to its clients or for providing advice in relation to the Offer or in relation to the contents of this announcement or any transaction or any other matters referred to herein.
The release, publication or distribution of this announcement in jurisdictions other than the United Kingdom or the United States may be restricted by law and therefore any persons who are not resident in the United Kingdom or the United States, or who are subject to the laws or regulations of any jurisdiction other than the United Kingdom or the United States, should inform themselves about, and observe, any applicable requirements. Any failure to comply with the applicable requirements may constitute a violation of the laws and/or regulations of any such jurisdiction.
The availability of the Offer to Autonomy Shareholders who are resident in jurisdictions other than the United Kingdom or the United States may be restricted by the laws or regulations of those jurisdictions. Any Autonomy Shareholders who are not resident in the United Kingdom or the United States or who are subject to the laws or regulations of any jurisdiction other than the United Kingdom or the United States, should inform themselves about, and observe, any applicable requirements. Any failure to comply with the applicable requirements may constitute a violation of the laws and/or regulations of any such jurisdiction.
In particular, copies of this announcement and any formal documentation relating to the Offer are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in, into or from any Restricted Jurisdiction. Persons receiving such documents (including custodians, nominees and trustees) should observe these restrictions and should not mail or otherwise forward, distribute or send such documents, in or into or from Restricted Jurisdictions as doing so may invalidate any purported acceptance of the Offer.
This announcement has been prepared for the purposes of complying with English law and the City 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 and regulations of any jurisdiction outside of the United Kingdom.
The receipt of cash pursuant to the Offer by Autonomy Shareholders may be a taxable transaction under applicable national, state and local, as well as foreign and other tax laws. Each Autonomy Shareholder is urged to consult his or her independent professional adviser regarding the tax consequences of acceptance of the Offer.
NOTICE TO US INVESTORS
The Offer is being made for securities of a United Kingdom company and Autonomy Shareholders in the United States should be aware that this announcement, the Offer Document and any other documents relating to the Offer have been or will be prepared in accordance with the City Code and United Kingdom disclosure requirements, format and style, all of which differ from those in the United States. Autonomy’s financial statements and all financial information that is included in this announcement, or that may be included in the Offer Document or any other documents relating to the Offer, have been or will be prepared in accordance with United Kingdom generally accepted accounting principles and International Financial Reporting Standards and may not be comparable to financial statements of United States companies.
The Offer, which is open to Autonomy Shareholders in the United States, will be subject to a limited extent to US tender offer rules and securities laws (Regulation 14E), and will otherwise be made in accordance with the requirements of the City Code, the Panel, the London Stock Exchange and the Financial Services Authority. 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 are different from those generally applicable under United States domestic tender offer procedures and law. In the United States, the Offer will be deemed made solely by HP Vision and not by any of its financial advisers.
Autonomy is a company incorporated under the laws of England and Wales. The directors of Autonomy are residents of countries other than the United States. As a result, it may not be possible for Autonomy Shareholders in the United States to effect service of process within the United States upon Autonomy or its officers or directors or to enforce against any of them judgements of the United States predicated upon the civil liability provisions of the federal securities laws of the United States. It may not be possible to sue Autonomy or its officers or directors in a non-US court for violations of the United States securities laws. There is also substantial doubt as to enforceability in the United Kingdom in original actions, or in actions for the enforcement of judgments of United States courts, based on the civil liability provisions of United States federal securities laws.
In accordance with the City Code and normal United Kingdom market practice and pursuant to Rule 14e-5(b)(12) under the United States Securities Exchange Act of 1934, as amended (the “Exchange Act”), HP Vision or its nominees or brokers (acting as agents) may from time to time make certain purchases of, or arrangements to purchase, Autonomy Shares outside the United States, otherwise than pursuant to the Offer, before or during the period in which the Offer remains open for acceptance, such as in open market purchases at prevailing prices or privately negotiated purchases at negotiated prices. In the event that HP Vision or its nominees or brokers (acting as agents) purchase or make arrangements to purchase Autonomy Shares for a consideration greater than the Offer Price, the Offer Price will be increased to match the higher price paid outside the Offer. Such purchases, or arrangements to purchase, will comply with all applicable United Kingdom rules, including the City Code and the rules of the London Stock Exchange. In addition, in accordance with the City Code, normal United Kingdom market practice and Rule 14e-5(b)(12) under the Exchange Act, Barclays Capital will continue to act as an exempt principal trader in Autonomy securities on the London Stock Exchange. These purchases may occur in the open market or as privately negotiated transactions.
Information regarding such purchases and activities which is required to be made public in the United Kingdom pursuant to the City Code will be reported to a Regulatory Information Service and will be available to all investors (including US investors) on the London Stock Exchange website at www.londonstockexchange.com.
For HP Vision
(joint financial adviser and corporate broker to HP and HP Vision)
Alisdair Gayne (Corporate Broking)
Perella Weinberg Partners
(joint financial adviser to HP and HP Vision)
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