Possible offer by Cobham Limited (“Cobham”) for Ultra Electronics Holdings plc (“Ultra”) (the “Possible Offer”)
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THIS MICROSITE CONTAINS ANNOUNCEMENTS, DOCUMENTS AND INFORMATION PUBLISHED BY COBHAM (“BIDDER INFORMATION”) AND/OR ULTRA (TOGETHER WITH THE BIDDER INFORMATION, THE “INFORMATION”) RELATING TO THE OFFER IN COMPLIANCE WITH THE CITY CODE ON TAKEOVERS AND MERGERS (THE “CODE”). THE INFORMATION IS BEING MADE AVAILABLE IN GOOD FAITH AND FOR INFORMATION PURPOSES ONLY, AND ITS AVAILABILITY IS SUBJECT TO THE TERMS AND CONDITIONS SET OUT BELOW.
Access to the Information
If you would like to view the Information contained in this Microsite, please read this notice carefully. This notice applies to all persons who view the Information contained in this Microsite and, depending on where you are located, may affect your rights or responsibilities. Ultra reserves the right to amend or update this notice at any time and you should, therefore, read it in full each time you visit this Microsite. In addition, the contents of this Microsite may be amended at any time, in whole or in part, at the sole discretion of Ultra.
To allow you to view information about the Possible Offer, you must read this notice and, if you wish to confirm your understanding and acceptance of its terms, then click “I ACCEPT”. If you do not or are unable to agree, you should click “I DECLINE” and you will not be able to view information about the Possible Offer.
The Information contained in this Microsite does not constitute an offer to sell or otherwise dispose of or an invitation or solicitation of any offer to purchase or subscribe for any securities pursuant to the Possible Offer or otherwise in any jurisdiction in which such offer or solicitation is unlawful. It is expected that the Possible Offer would be made by means of an offer or scheme document which would contain the full terms and conditions of such transaction, including details on how it may be accepted. Any decision made in relation to the Possible Offer should therefore be made solely and only on the basis of the information provided in any such document (as amended or supplemented from time to time).
This Information is not directed at or intended to be accessible by persons resident in any Restricted Jurisdiction.
Viewing the Information you are seeking to access may be restricted under securities laws in certain jurisdictions. All persons resident outside of the United Kingdom (the “UK”) who wish to view the Information contained in this Microsite must first satisfy themselves that they are not subject to any local requirements which prohibit or restrict them from doing so and should inform themselves about, and observe, any legal or regulatory requirements applicable in their jurisdiction.
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This Microsite contains Information that has been prepared for the purposes of complying with English law and the Code and the Information disclosed may not be the same as that which would have been disclosed if this Information had been prepared in accordance with the laws and regulations of any jurisdiction outside of England and Wales.
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Notice to US Shareholders
The Possible Offer relates to the securities of a UK company and, accordingly, is subject primarily to procedural and substantive requirements governed other than by U.S. laws and regulations, including the Code and English law. Under the Code, Ultra is required to post certain Bidder Information on this Microsite. The Bidder Information, including disclaimers and other disclosure included in the Bidder Information directed at US shareholders (“Bidder US Disclosure”), is the sole responsibility of Cobham and not of Ultra.
US shareholders should refer to the Bidder Information and, in particular, the Bidder US Disclosure, regarding, among other things, differences between the contents of the Bidder Information (including financial statements and other financial information) and equivalent types of information that would be made available to US shareholders were Ultra organized in a jurisdiction in the United States, and potential limits on the ability of US shareholders to enforce rights and any claims they may have arising under the US federal securities laws in connection with the Possible Offer.
Depending on the nature of the consideration to be offered in the Possible Offer, Cobham could have obligations arising under the US Securities Act of 1933, as amended (the “Securities Act”), and possibly under the laws of States or other jurisdictions of the United States, and depending on the form of the Possible Offer (such as a scheme of arrangement or a takeover offer), the Possible Offer could be subject to the procedural requirements of the US Securities Exchange Act of 1934, as amended, and in particular Regulation 14E thereunder (“Regulation 14E”). US shareholders should refer to the Bidder US Disclosure for further information regarding their ability to participate in the Possible Offer and the procedural rules that may be relevant to them. Any obligations arising under the Securities Act or Regulation 14E in connection with the Possible Offer will be the sole responsibility of Cobham and not of Ultra.
This Microsite and the Information contained in it may contain certain forward-looking statements with respect to the financial condition, results of operations and businesses of Cobham and the Cobham Group (being Cobham and its subsidiaries and subsidiary undertakings), Advent International Corporation, and Ultra and the Ultra Group (being Ultra and its subsidiaries and subsidiary undertakings) in connection with the implementation of the Possible Offer.
All statements other than statements of historical fact are, or may be deemed to be, forward-looking statements. Forward-looking statements are statements of future expectations that are based on management's current expectations and assumptions and involve known and unknown risks and uncertainties that could cause actual results, performance or events to differ materially from those expressed or implied in these statements. Forward-looking statements include, among other things, statements concerning the potential exposure of the Cobham Group and the Ultra Group to market risks and statements expressing management’s expectations, beliefs, estimates, forecasts, projections and assumptions, including as to future potential cost savings, synergies, earnings, cash flow, return on capital employed, production and prospects. These forward-looking statements are identified by their use of terms and phrases such as “anticipate”, “believe”, “could”, “estimate”, “expect”, “goals”, “intend”, “may”, “objectives”, “outlook”, “plan”, “probably”, “project”, “risks”, “seek”, “should”, “target”, “will” and similar terms and phrases.
There are a number of factors that could affect the future operations of the Cobham Group, Advent International Corporation, and the Ultra Group and could cause those results to differ materially from those expressed in the forward-looking statements included in this Microsite. These factors include, but are not limited to: local and global political and economic conditions (including, without limitation, the impact of the Covid-19 pandemic); significant price discounting by competitors; changes in consumer habits and preferences; foreign exchange rate fluctuations and interest rate fluctuations (including those from any potential credit rating decline); changes to the market in which the businesses operate; changes in the employee environment; legal or regulatory developments and changes; the outcome of any litigation; the impact of any acquisitions or similar transactions; competitive product and pricing pressures; success of business and operating initiatives; changes in the level of investment in IT systems; and changes in the level of capital investment.
All forward-looking statements contained in this Microsite are expressly qualified in their entirety by the cautionary statements contained or referred to in this section. Readers should not place undue reliance on forward-looking statements. Additional factors that may affect future results are contained in annual reports and accounts, interim results and trading updates of Cobham and Ultra. These factors also should be considered by the reader. This Microsite does not incorporate any such materials by reference.
Each forward-looking statement speaks only as at the specified date of the relevant document within which the statement is contained. Neither Ultra nor any other member of the Ultra Group undertakes any obligation to publicly update or revise any forward-looking statement as a result of new information, future events or other information. In light of these risks, results could differ materially from those stated, implied or inferred from the forward-looking statements contained in this Microsite.
Unless expressly stated otherwise, no statement contained or referred to in this Microsite is intended to be a profit forecast.
In relation to any Possible Offer-related materials accessible on this Microsite please note any statement of responsibility contained herein.
The documents included in this Microsite issued or published by Ultra speak only at the specified date of the relevant document and Ultra has, and accepts, no responsibility or duty to update or revise such documents.
In relation to any such announcements or other materials relating to the Possible Offer issued or published by Cobham, or which relate to Cobham and the Cobham Group, that are accessible on this website, the only responsibility accepted by Ultra and its directors is for the correctness and fairness of its reproduction.
Neither the directors of Ultra, nor Ultra, nor any other member of the Ultra Group, have reviewed, and no such person is or shall be responsible for or accepts any liability in respect of, any information contained on any other website which may be linked to or from this Microsite.
If you are in any doubt about the contents of this Microsite or the action you should take, you should seek your own financial advice from an independent financial adviser authorised under the Financial Services and Markets Act 2000 (as amended) or, if you are located outside the UK, from an appropriately authorised independent financial adviser.
This notice shall be governed by and construed in accordance with English law.
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