Structure of and Conditions to the Acquisition. It is intended that the Acquisition will be effected by means of a Court-sanctioned scheme of arrangement between Dialog and Dialog Shareholders under Part 26 of the Companies Act. The purpose of the Scheme is to provide for Renesas to become the holder of the entire issued and to be issued ordinary share capital of Dialog. This is to be achieved by the transfer of the Dialog Shares to Renesas, in consideration for which the Dialog Shareholders who are on the register of members at the Scheme Record Time shall receive cash consideration on the basis set out in this Announcement in paragraph 2 (The Acquisition) above. The Acquisition shall be subject to the Conditions and further terms set out below and in Appendix 1 of this Announcement and to be set out in the Scheme Document. To become Effective, the Scheme requires, among other things, the following events to occur on or before the Long Stop Date, provided however that the Long Stop Date may be extended to a later date agreed between Dialog and Renesas (with the Takeover Panel’s consent and as the Court may approve (if such approval(s) are required)): • the approval of a majority in number of the Scheme Shareholders present and voting in person or by proxy at the Court Meeting, representing not less than 75 per cent. in value of the Scheme Shares held by such Scheme Shareholders; • the passing by the Dialog Shareholders of the Resolutions necessary to implement the Scheme at the Dialog General Meeting; • certain competition and regulatory approvals (including, inter alia, Germany, the People’s Republic of China, Taiwan and the United States); • the sanction of the Court (with or without modification but subject to any modification being on terms acceptable to Renesas and Dialog); and • the delivery of a copy of the Court Order to the Registrar of Companies. The Scheme shall lapse if: • the Court Meeting and the General Meeting are not held on or before the 22nd day after the expected date for such meetings to be set out in the Scheme Document (or such later date as may be agreed by Dialog and Renesas and, if needed, the Court may allow); • the Court Hearing is not held on or before the 22nd day after the expected date for such hearing to be set out in the Scheme Document (or such later date as may be agreed by Dialog and Renesas); or • the Scheme does not become effective by the Long Stop Date, provided, however, that the deadlines for the timing of the Court Meeting, the General Meeting and the Court H...
Structure of and Conditions to the Acquisition. It is intended that the Acquisition shall be effected by means of a Court-approved scheme of arrangement between Sirius and Sirius Shareholders under Part 26 of the Companies Act, although Anglo American and Bidco reserve the right to implement the Acquisition by way of a Takeover Offer (subject to Panel consent and the terms of the Co-operation Agreement). The purpose of the Scheme is to provide for Bidco to become the holder of the entire issued and to be issued share capital of Sirius. This is to be achieved by the transfer of the Sirius Shares to Bidco, in consideration for which the Sirius Shareholders who are on the register of members at the Scheme Record Time shall receive cash consideration on the basis set out in paragraph 2 of this announcement. The Acquisition shall be subject to the Conditions and further terms set out below and in Appendix I to this announcement and to be set out in the Scheme Document and shall only become Effective, if, among other things, the following events occur on or before the Long Stop Date or such later date as may be agreed by Anglo American and Sirius (with the Panel’s consent and as the Court may approve (if such approval(s) are required)):
Structure of and Conditions to the Acquisition. It is intended that the Acquisition shall be effected by means of a Court-approved scheme of arrangement between Vectura and Vectura Shareholders under Part 26 of the Companies Act, although PMI Bidder reserves the right to implement the Acquisition by means of a Takeover Offer (subject to Panel consent). The purpose of the Scheme is to provide for PMI Bidder to become the holder of the entire issued and to be issued ordinary share capital of Vectura. This is to be achieved by the transfer of the Vectura Shares to PMI Bidder, in consideration for which the Vectura Shareholders shall receive the Cash Consideration per Vectura Share on the basis set out in paragraph 2 of this announcement. The Scheme does not include the acquisition of the Vectura Preference Shares. The holder(s) of the Vectura Preference Shares are entitled to receive notice of and attend, but not vote at, the General Meeting. The Acquisition shall be subject to the Conditions and further terms set out below and in Appendix I to this announcement and to be set out in the Scheme Document and shall only become Effective if, among other things, the following events occur on or before the Long Stop Date or such later date as may be agreed by PMI Bidder and Vectura (with the Panel's consent and as the Court may approve (if such consent or approval is required)):
Structure of and Conditions to the Acquisition. It is intended that the Acquisition shall be effected by means of a Court-approved scheme of arrangement between Xxxxxxx Xxxx and Xxxxxxx Xxxx Shareholders under Part 26 of the Companies Act, although Caesars and Caesars UK Bidco reserve the right for Caesars to implement the Acquisition by means of a Takeover Offer (subject to Panel consent and the terms of the Co-Operation Agreement). The purpose of the Scheme is to provide for Caesars UK Bidco to become the holder of the entire issued and to be issued share capital of Xxxxxxx Xxxx. This is to be achieved by the transfer of the Xxxxxxx Xxxx Shares (other than Xxxxxxx Xxxx Shares held by Caesars or members of the Caesars Group) to Caesars UK Bidco, in consideration for which the Xxxxxxx Xxxx Shareholders shall receive cash consideration on the basis set out in paragraph 2 of this announcement. The Acquisition shall be subject to the Conditions and further terms set out below and in Appendix I to this announcement and to be set out in the Scheme Document and shall only become effective, if, among other things, the following events occur on or before the Long Stop Date or such later date as may be agreed by Caesars and/or Caesars UK Bidco and Xxxxxxx Xxxx (with the Panel’s consent and as the Court may approve (if such approval(s) are required)):
Structure of and Conditions to the Acquisition. It is intended that the Acquisition will be implemented by way of a Court-sanctioned scheme of arrangement between Ultra and the Scheme Shareholders, under Part 26 of the Companies Act. The purpose of the Scheme is to provide for Cobham to become the owner of the entire issued, and to be issued, ordinary share capital of Ultra. Under the Scheme, the Acquisition will be achieved by the transfer of the Scheme Shares by the Scheme Shareholders to Cobham in consideration for which the Scheme Shareholders will receive cash on the basis described in paragraph 2 above. The Acquisition is subject to the Conditions and further terms set out in Appendix 1 to this Announcement and to be set out in the Scheme Document and will only become Effective if, among other things, the following events occur on or before the Longstop Date or such later date as may be agreed in writing by Cobham and Ultra (with the Panel’s consent and as the Court may approve (if such approval(s) are required)): • the approval of the Scheme being granted by a majority in number of the Scheme Shareholders who are present and vote, whether in person or by proxy, at the Court Meeting and who represent 75 per cent. or more in value of the Scheme Shares voted by those Scheme Shareholders (or the relevant class or classes thereof); • the Resolutions required to approve and implement the Scheme being duly passed by 75 per cent. or more of votes cast in person or by proxy at the General Meeting; • certain antitrust and regulatory approvals as described in Appendix 1 (including antitrust approvals in Austria, Canada, Germany, Turkey and the US and foreign investment and regulatory approvals in Australia, Canada and the UK) being obtained; • following the Court Meeting and the General Meeting and receipt of the required antitrust and regulatory approvals set out in Appendix 1, the Scheme being sanctioned by the Court (with or without modification, but subject to any modification being on terms acceptable to Cobham and Ultra); and • following the sanction of the Scheme by the Court, a copy of the Scheme Court Order being delivered to the Registrar of Companies. The Acquisition shall lapse if: • the Court Meeting and the General Meeting are not held on or before the 22nd day after the expected date of such meetings, as set out in the Scheme Document in due course (or such later date as may be agreed between Cobham and Ultra); • the Court Sanction Hearing is not held on or before the 22nd day after the expec...
