Offer update and possible cash offer
No summary for this filing – the full text is below.
Select text to share a quote on X · sign in to keep highlights & notes in your TIDE notes
The Board of Crimson Tide (the "Board") set out on 5 June 2024 its response to the announcement made by Checkit plc ("Checkit") on 4 June 2024 of a possible all-share offer for the entire issued and to be issued share capital of Crimson Tide (the "First Checkit Proposal"). Whilst respecting the commercial and strategic logic to such a combination, the Board had a number of concerns regarding the First Checkit Proposal including the Board's belief that its financial terms significantly undervalued the Company and its prospects.
A revised proposal was received from Checkit on 14 June 2024 (the "Revised Checkit Proposal") in which Checkit stated that it "is considering offering up to 9 of its shares for every 1 share" of the Company. Unlike the First Checkit Proposal, the Revised Checkit Proposal is stated to be subject to certain pre-conditions, including satisfactory completion of a due diligence exercise. Certain of the Board's wider concerns with the First Checkit Proposal, including as to financial terms, governance and management, were not addressed to the Board's satisfaction in the Revised Checkit Proposal. Accordingly, the Board confirms that the Revised Checkit Proposal has today been rejected. The Board notes that neither the First Checkit Proposal nor the Revised Checkit Proposal contained a proposed cash alternative. This announcement is made without the consent of Checkit and there can be no certainty that any firm offer will be made by Checkit nor as to the terms of any firm offer.
The Board also announces that on 14 June 2024, a conditional and non-binding proposal was received from Ideagen Limited ("Ideagen") regarding a possible cash offer for the Company at a price of 312 pence per Crimson Tide share (the "Ideagen Proposal"). The Board is considering the Ideagen Proposal and further updates will be provided as appropriate. This announcement is made without the consent of Ideagen and there can at this stage be no certainty that any firm offer will be made by Ideagen nor as to the terms of any firm offer.
In accordance with Rule 2.6(a) of the Code, Ideagen must by no later than 5.00 pm (London time) on 19 July 2024 (being 28 days after today's date), either announce a firm intention to make an offer for Crimson Tide in accordance with Rule 2.7 of the Code or announce that it does not intend to make an offer for Crimson Tide, in which case this announcement will be treated as a statement to which Rule 2.8 of the Code applies.
As noted in the Company's announcement of 5 June 2024, the Company's shareholders are reminded that Checkit must also by no later than 5.00 pm (London time) on 2 July 2024, either announce a firm intention to make an offer for Crimson Tide in accordance with Rule 2.7 of the Code or announce that it does not intend to make an offer for Crimson Tide, in which case the announcement of 5 June 2024 will be treated as a statement to which Rule 2.8 of the Code applies.
Each of the above deadlines can only be extended with the consent of the Panel on Takeovers and Mergers (the "Panel") in accordance with Rule 2.6(c) of the Code.
Further announcements will be made as and when appropriate.
Nothing in this announcement is or should be relied on as a promise or representation to the future. This announcement may include certain statements, estimates and projections provided by the Company in relation to the Company's anticipated future performance. Such statements, estimates and projections are based on various assumptions made by the Company concerning anticipated results which may or may not prove to be correct. No representations or warranties are made by the Company or any other person as to the accuracy of such statements, estimates or projections.
Rule 2.9
Rule 26.1
Cleaned text: letterheads, contacts and legal notices removed. View the original announcement ↗ · Company filings. Not investment advice.