DEFM14A 1 nc10018681x4_defm14a.htm DEFM14A

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrant ☒
Filed by a Party other than the Registrant
Check the appropriate box:
Preliminary Proxy Statement
 
 
Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
 
 
Definitive Proxy Statement
 
 
Definitive Additional Materials
 
 
Soliciting Material under Rule 14a-12
OXFORD IMMUNOTEC GLOBAL PLC
(Name of Registrant as Specified in its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
No fee required.
Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
 
(1)
Title of each class of securities to which transaction applies:
 
 
 
 
(2)
Aggregate number of securities to which transaction applies:
 
 
 
 
(3)
Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
 
 
 
 
(4)
Proposed maximum aggregate value of transaction:
 
 
 
 
(5)
Total fee paid:
 
 
 
 
 
 
Fee paid previously with preliminary materials.
Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
 
(1)
Amount Previously Paid:
 
 
 
 
(2)
Form, Schedule or Registration Statement No.:
 
 
 
 
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(4)
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THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.
THIS DOCUMENT CONTAINS A PROPOSAL WHICH, IF IMPLEMENTED, WILL RESULT IN THE CANCELLATION OF THE LISTING OF SHARES OF OXFORD IMMUNOTEC GLOBAL PLC ON THE NASDAQ STOCK MARKET.
PART II (EXPLANATORY STATEMENT) OF THIS DOCUMENT COMPRISES AN EXPLANATORY STATEMENT IN COMPLIANCE WITH SECTION 897 OF THE COMPANIES ACT 2006.
You should read the entirety of this document and, if you are in any doubt as to the action you should take, you are recommended to seek your own financial advice immediately from your stockbroker, bank manager, accountant or other independent financial adviser authorised under the Financial Services and Markets Act 2000 (as amended), if you are in the United Kingdom, or from another appropriately authorised independent financial adviser if you are taking advice in a territory outside the United Kingdom.
If you sell or otherwise transfer, or have sold or otherwise transferred, all of your Company Shares, please send this document and the accompanying documents (but not any personalised accompanying documents) at once to the purchaser or transferee, or to the stockbroker, bank or other agent through whom the sale or transfer was effected for delivery to the purchaser or transferee. However, such documents should not be forwarded, distributed or transmitted in, into or from any jurisdiction in which such act would constitute a violation of the relevant laws of such jurisdiction.
If you sell or otherwise transfer, or have sold or otherwise transferred, only part of your holding of Company Shares, you should retain these documents. If you have recently purchased or otherwise acquired Company Shares in your own name, notwithstanding receipt of this document and any accompanying documents from the transferor, you should contact Broadridge, on the telephone number set out on page xv of this document to obtain a personalised Form of Proxy.
The release, publication or distribution of this document and/or the accompanying documents (in whole or in part) in jurisdictions other than the United Kingdom or the United States may be restricted by the laws of those jurisdictions, and therefore persons into whose possession this document or any accompanying documents come should inform themselves about, and observe, any such restrictions. Any failure to comply with those restrictions may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by law, the Company, PerkinElmer and Bidco disclaim any responsibility or liability for the violation of such restrictions by such persons.
Neither this document nor any of the accompanying documents do or are intended to constitute or form part of any offer or invitation to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities or the solicitation of any vote or approval pursuant to the Scheme or otherwise, in any jurisdiction in which such offer, invitation or solicitation is unlawful.

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Recommended cash acquisition of

OXFORD IMMUNOTEC GLOBAL PLC

by

PERKINELMER (UK) HOLDINGS LIMITED

(a wholly-owned subsidiary of PerkinElmer, Inc.)

to be effected by means of a scheme of arrangement of Oxford Immunotec Global PLC
under Part 26 of the Companies Act 2006
Company Shareholders should read carefully the whole of this document (including any documents incorporated by reference into it), together with the accompanying Forms of Proxy. Your attention is drawn to the letter from the Chairman of the Company in Part I (Letter from the Chairman of Oxford Immunotec Global PLC) of this document, which contains the unanimous recommendation of the Company Directors that you vote in favour of the Scheme Resolution at the Court Meeting and the GM Resolution to be proposed at the General Meeting. An explanatory statement explaining the Scheme in greater detail is set out in Part II (Explanatory Statement) of this document, which constitutes an explanatory statement in compliance with section 897 of the Companies Act 2006.
The action to be taken by Company Shareholders in respect of the Court Meeting and the General Meeting is set out on pages xviii to xxii (inclusive) of this document. It is important that, for the Court Meeting, as many votes as possible are cast so that the Court may be satisfied that there is a fair and reasonable representation of the opinion of Company Scheme Shareholders. Whether or not you intend to remotely attend and/or vote at the Company Shareholder Meetings, you are therefore strongly urged to complete, sign and return by mail both Forms of Proxy accompanying this document (labelled “COURT MEETING” for the Court Meeting and “GENERAL MEETING” for the General Meeting) or make an appointment of a proxy via the internet at www.proxyvote.com or by telephone at +1 800-690-6903 as soon as possible.
If you are the holder of record of the Company Shares (i.e., you held your shares in your own name and as of record, as reflected in the records of our transfer agent, Computershare), you may vote by completing the accompanying Forms of Proxy or by attending the meeting remotely and submitting your vote electronically through the Virtual Meeting Platform. Forms of Proxy should be returned to Broadridge as soon as possible, and in any event so as to be received by Broadridge at Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 1117, USA by no later than 10:30 a.m. (London time) on 24 February 2021, in the case of the Court Meeting, and by no later than 11:00 a.m. (London time) on 24 February 2021, in the case of the General Meeting, or, in the case of any adjournment of any meeting, no later than 48 hours (excluding any part of a day that is not a Business Day) before the time fixed for the holding of the adjourned meeting. Forms of Proxy returned by fax will not be accepted. You can also appoint a proxy via the internet at www.proxyvote.com or by phone on +1 800-690-6903. For an internet or telephone proxy appointment to be valid, the appointment must be received no later than 10:30 a.m. on 24 February 2021, in the case of the Court Meeting, and by no later than 11:00 a.m. (London time) on 24 February 2021, in the case of the General Meeting (or, in the case of any adjournment of any meeting, no later than 48 hours (excluding any part of a day that is not a Business Day) before the time appointed for the holding of that adjourned meeting).
If you hold Company Shares indirectly (i.e., you held your shares in an account at a brokerage firm, bank or similar agent or institution), you must rely on the procedures of the bank, broker, financial institution, share plan administrator or share plan nominee or other securities intermediary through which you hold Company Shares. The organisation holding your account is considered the shareholder of record for purposes of voting at the Company Shareholder Meetings. As a beneficial owner, you have the right to direct your broker or other agent on how to vote the shares in your account. You should contact such intermediary for further instructions on how you can instruct that intermediary to vote on your behalf at the Company Shareholder Meetings and the date by which you must provide such instructions to the intermediary. Because you are not the shareholder of record, you may attend the Company Shareholder Meetings, but you may not vote your shares remotely at the Company Shareholder Meetings unless you have been appointed as the proxy of your bank, broker, financial institution, share plan administrator or share plan
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nominee or other securities intermediary through which you hold Company Shares and you have obtained a valid Proxy Instruction, or legal proxy. In this regard you should follow the directions provided by your bank, broker, financial institution, share plan administrator or share plan nominee or other securities intermediary through which you hold Company Shares.
The completion and return of the Forms of Proxy by mail or appointment of a proxy via the internet or by telephone will not prevent you from remotely attending, submitting written questions and/or any objections (in the case of the Court Meeting) and voting at the Court Meeting or the General Meeting, in each case via the Virtual Meeting Platform, if you are entitled to and wish to do so.
Notices convening the Court Meeting and the General Meeting, each of which are to be held in Oxford, United Kingdom (or within 50 miles thereof) on 26 February 2021, are set out in the Notice of Court Meeting and the Notice of General Meeting in each case forming part of this document. The Court Meeting will start at 10:30 a.m. (London time) on that date and the General Meeting will start at 11:00 a.m. (London time) on that date (or as soon thereafter as the Court Meeting is concluded or adjourned, if later).
The Company Board notes the COVID-19 Restrictions. In light of these COVID-19 Restrictions, and in order to protect the health and safety of the Company’s shareholders and directors, we hope that shareholders will understand that Company Scheme Shareholders, Company Shareholders and other attendees will not be permitted to attend the Court Meeting or the General Meeting in person, save for the Chair and anyone else nominated by the Chair in order to establish a quorum.
Company Scheme Shareholders and Company Shareholders are strongly encouraged to appoint “the Chair of the meeting” as their proxy. If any other person is appointed as proxy, he or she will not be permitted to attend the relevant Company Shareholder Meeting in person, but will be able to attend, submit written questions and/or any objections and vote at the relevant Company Shareholder Meeting remotely via the Virtual Meeting Platform, further details of which are set out below.
Instructions for accessing the Virtual Meeting Platform
Company Scheme Shareholders and Company Shareholders will be given the opportunity to remotely attend, submit written questions and vote at the Court Meeting and the General Meeting via a virtual meeting platform provided by Broadridge at www.virtualshareholdermeeting.com/OXFD2021SM (the “Virtual Meeting Platform”).
Please note that Company Scheme Shareholders and Company Shareholders will need their unique control number which appears on their Form of Proxy in order to access the Virtual Meeting Platform. If you cannot locate your unique control number please call the Company Shareholder Helpline or, if you are a beneficial owner, please contact your brokerage firm, bank, or other nominee. Votes cast at the Company Shareholder Meetings will only be counted from Company Scheme Shareholders or Company Shareholders of record or their validly appointed proxies.
Access to the Company Shareholder Meetings will be available from 10:15 a.m. (London time) on 26 February 2021, although the voting functionality will not be enabled until the Chair of the relevant Company Shareholder Meeting declares that the polls are open. Company Scheme Shareholders and Company Shareholders will be permitted to submit written questions (via the Virtual Meeting Platform) to the Company Directors during the course of the relevant Company Shareholder Meeting. Company Scheme Shareholders can use the same function to submit any written objections they may have to the Scheme at the Court Meeting.
The Chair of the relevant Company Shareholder Meeting will ensure that all such questions and/or any objections (in the case of the Court Meeting) relating to the formal business of the relevant Company Shareholder Meeting are addressed during the relevant Company Shareholder Meeting, unless no response is required to be provided under the Companies Act 2006 or the provision of a response would, at the Chair’s discretion, otherwise be undesirable in the interests of the Company or the good order of the relevant Company Shareholder Meeting.
During the relevant Company Shareholder Meeting, you must ensure you are connected to the internet at all times in order to submit written questions and/or any objections (in the case of the Court Meeting) and vote when the Chair commences polling. Therefore, it is your responsibility to ensure connectivity for the duration of the relevant Company Shareholder Meeting via your wireless or other internet connection. If you encounter any difficulties accessing the Virtual Meeting Platform or once you have logged into the meeting, please call the technical support number that will be posted on the Virtual Meeting Platform log-in page.
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This document (and any information incorporated into it by reference to another source) will be available, subject to any restrictions relating to persons resident in certain jurisdictions, on the Company’s website at www.oxfordimmunotec.com promptly and in any event by no later than the date following publication of this document.
You may request an additional hard copy of this document (and any information incorporated into it by reference to another source, and in addition to the copy of this document mailed to you, along with the accompanying proxy statement, either directly or through the broker, bank or other institution through which you hold shares) by contacting Broadridge, at 51 Mercedes Way, Edgewood, NY 1117, USA or at 866-232-3037 (toll-free in USA and Canada) or +1 720-358-3640 (International) with an address to which the hard copy may be sent. The release or distribution of this document in jurisdictions other than the United Kingdom and the United States may be restricted by law. Calls are charged at the standard geographic rate and will vary by provider. Different charges may apply to calls from mobile telephones and calls may be recorded and randomly monitored for security and training purposes. Please note that Broadridge cannot provide any financial, legal or tax advice. You may also request that all future documents, announcements and information to be sent to you in relation to the Acquisition should be in hard copy form. If you have received this document via electronic delivery, hard copies of this document and any information incorporated by reference into this document will not be provided unless such a request is made.
The content of the websites referred to in this document (including the Company’s website at www.oxfordimmunotec.com and PerkinElmer’s website at www.perkinelmer.com) is not incorporated into, and does not form part, of this document.
You should read the entirety of this document and, if you are in any doubt as to the action you should take, consult an independent financial adviser authorised under the Financial Services and Markets Act 2000 (as amended) if you are in the United Kingdom, or an appropriately authorised independent financial adviser if you are in a territory outside the United Kingdom. In making any investment decision you must rely on your own examination of the terms of the Scheme and the Acquisition, including the merits and risks involved. If you have any questions about this document, the Court Meeting or the General Meeting, or are in any doubt as to how to complete the Forms of Proxy or to appoint your proxies via the mail, internet or by phone, please call the Company Shareholder Helpline on (toll-free in United States and Canada) 866-232-3037 or (International) +1 720-358-3640 between 8:00 a.m. and 7:00 p.m. EST. The Company Shareholder Helpline cannot provide advice on the merits of the Acquisition or give any financial, legal or tax advice. Calls are charged at the standard geographic rate and will vary by provider. Calls outside the United States or Canada will be charged at the applicable international rate. Different charges may apply to calls from mobile telephones and calls may be recorded and randomly monitored for security and training purposes.
All references to time in this document are to London time, unless otherwise expressly specified.
This document is dated 29 January 2021 and is first being mailed to Company Shareholders on or about 29 January 2021.
Capitalised words and phrases used in this document shall have the meanings given to them in Part VII (Definitions) of this document.
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IMPORTANT NOTICES
This document has been prepared for the purposes of complying with English law and U.S. law and the information disclosed herein may not be the same as that which would have been disclosed if this document had been prepared in accordance with the laws of any other jurisdiction. Company Shareholders in jurisdictions other than the United Kingdom and the United States should consult with their authorised advisors in connection with the matters described herein.
The statements contained herein are made as at the date of this document, unless some other time is specified in relation to them, and service of this document shall not give rise to any implication that there has been no change in the facts set forth herein since such date. Neither the Company nor PerkinElmer intends, or undertakes any obligation, to update information contained in this document, except as required by applicable Law. Nothing contained in this document shall be deemed to be a forecast, projection or estimate of: (i) the future financial performance; or (ii) other statements regarding future product development and regulatory strategies of the Company or PerkinElmer except where otherwise expressly stated.
No person has been authorised to make any representations on behalf of the Company, the Company Group, PerkinElmer or the PerkinElmer Group concerning the Acquisition or the Scheme which are inconsistent with the statements contained in this document and any such representations, if made, may not be relied upon as having been authorised.
THE CITY CODE ON TAKEOVERS AND MERGERS
The Takeover Code does not apply to this Acquisition.
CAUTIONARY STATEMENTS CONCERNING FORWARD-LOOKING STATEMENTS
All statements included in this document, other than statements or characterisations of historical fact, are forward-looking statements within the meaning of the federal securities laws, including Section 21E of the Securities Exchange Act of 1934 (the “Exchange Act”), other securities laws and are made pursuant to the safe harbour provisions of the Private Securities Litigation Reform Act of 1995. Whenever the document uses words such as, without limitation, “may,” “might,” “will,” “would,” “should,” “intend,” “plan,” “contemplate,” “expect,” “anticipate,” “believe,” “estimate,” “predict,” “project,” “target,” “potential,” “continue,” and “ongoing” and other comparable expressions intended to identify statements about the future, they are making forward-looking statements. Examples of such forward-looking statements include, but are not limited to, references to the anticipated benefits of the Acquisition, the anticipated effectiveness of the Acquisition and the timing thereof; statements regarding future product development and regulatory strategies; any statements regarding the future financial performance, results of operations or sufficiency of capital resources to fund its operating requirements; any other statements that are not statements of historical fact; and any statement relating to customers and end-markets and plans concerning business development opportunities, acquisitions and divestitures. These forward-looking statements are based upon the Company’s or, where relevant, PerkinElmer’s present intent, beliefs or expectations, but forward-looking statements are not guaranteed to occur and may not occur.
Company Shareholders are cautioned that any forward-looking statements are not guarantees of future performance and may involve significant risks and uncertainties, and that actual results may vary materially from those expressed or implied by these forward-looking statements. Important risk factors that may cause the Company’s or PerkinElmer’s actual results to differ materially from their forward-looking statements include, but are not limited to: (1) the Acquisition being subject to the satisfaction or waiver of certain conditions, including the receipt of requisite approval of the Scheme Resolution by Company Scheme Shareholders at the Court Meeting, the sanction of the Scheme by the Court, and the approval of the GM Resolution by Company Shareholders, which conditions may not be satisfied or waived; (2) uncertainties as to the timing of the consummation of the Acquisition and the ability of each party to consummate the Acquisition; (3) the risk that the Acquisition disrupts the parties’ current operations or affects their ability to retain or recruit key employees; (4) the possible diversion of management time on Acquisition-related issues; (5) potential litigation relating to the Acquisition; (6) unexpected costs, charges or expenses resulting from the Acquisition; (7) potential adverse reactions or changes to business relationships resulting from the announcement or completion of the Acquisition; (8) the impact of COVID-19 on sales and operations of PerkinElmer or the Company; (9) fluctuations in the global economic and political environments; (10) the ability of the parties to execute acquisitions (including the Acquisition) and license technologies, or to successfully integrate acquired businesses and licensed technologies; (11) the failure of PerkinElmer or the Company to maintain
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compliance with applicable law; (12) regulatory changes; (13) the failure of PerkinElmer or the Company to comply with healthcare industry regulations; (14) economic, political and other risks associated with foreign operations; (15) significant disruption in information technology systems, or cybercrime; (16) the ability of PerkinElmer to obtain future financing; (17) the United Kingdom’s withdrawal from the European Union; (18) the ability of PerkinElmer to realise the full value of its intangible assets; (19) significant fluctuations in the stock price of PerkinElmer or the Company; and (20) other factors which are described under the caption “Risk Factors” in the most recent annual report on Form 10-K and quarterly report on Form 10-Q and in other filings with the SEC of each of PerkinElmer and the Company.
The information contained in the Company’s filings with the SEC, including in its annual report on Form 10-K for the year ended 31 December 2019 and quarterly report on Form 10-Q for the period ending 30 September 2020, identifies other important factors that could cause actual results to differ materially from those stated in or implied by the forward-looking statements in this document. The Company’s filings with the SEC are available on the SEC’s website at www.sec.gov and are also available at www.oxfordimmunotec.com.
You should not place undue reliance upon forward looking statements. Except as required by applicable law, none of the Company or PerkinElmer intend to update or change any forward looking statements as a result of new information, future events or otherwise.
NOTICE TO OVERSEAS COMPANY SHAREHOLDERS
The release, publication or distribution of this document in jurisdictions other than the United Kingdom and the United States may be restricted by law and therefore any persons who are subject to the laws of any jurisdiction other than the United Kingdom or the United States (including Restricted Jurisdictions) should inform themselves about, and observe, any applicable legal or regulatory requirements. In particular, the ability of persons who are not resident in the United Kingdom or the United States or who are subject to the laws of another jurisdiction to vote their Company Scheme Shares in respect of the Scheme Resolution at the Court Meeting, to vote their Company Shares in respect of the GM Resolution to be proposed at the General Meeting, or to execute and deliver Forms of Proxy appointing another to vote at a Company Shareholder Meeting on their behalf (or to appoint a proxy via the internet or telephone), may be affected by the laws of the relevant jurisdictions in which they are located or to which they are subject. Any failure to comply with applicable legal or regulatory requirements of any jurisdiction may constitute a violation of securities laws in that jurisdiction. This document has been prepared for the purpose of complying with English law and U.S. proxy rules and the information disclosed may not be the same as that which would have been disclosed if this document had been prepared in accordance with the laws of jurisdictions outside the United Kingdom and the United States.
Copies of this document and any formal documentation relating to the Acquisition are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in or into or from any Restricted Jurisdiction or any jurisdiction where to do so would constitute a violation of the laws of such jurisdiction and persons receiving such documents (including custodians, nominees and trustees) must not mail or otherwise forward, distribute or send them in or into or from any Restricted Jurisdiction. Doing so may render invalid any related purported vote in respect of the Acquisition and the Scheme.
If the Acquisition is implemented by way of an Offer, the Offer may not (unless otherwise permitted by applicable law and regulation) be made, directly or indirectly, in or into or by use of the mails or any other means or instrumentality (including, without limitation, facsimile, e-mail or other electronic transmission, telex or telephone) of interstate or foreign commerce of, or any facility of a national, state or other securities exchange of any Restricted Jurisdiction and the Acquisition will not be capable of acceptance by any such use, means, instrumentality or facilities or from within any Restricted Jurisdiction.
NOTICE TO UNITED STATES COMPANY SHAREHOLDERS
The Acquisition relates to the shares of an English company and is being implemented by way of a scheme of arrangement under Part 26 of the Companies Act 2006 and subject to certain rules and regulations under the Exchange Act, as amended, as well as the rules and regulations of Nasdaq. If, in the future, PerkinElmer and/or Bidco exercises its right to implement the Acquisition by way of an Offer, subject to the terms of the Implementation Agreement, and determines to extend the Offer into the U.S., the Acquisition will be made in compliance with applicable U.S. and U.K. laws.
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It may be difficult for Company Shareholders to enforce their rights and claims arising out of the U.S. federal securities laws, since the Company is located in a country other than the United States, and some of its officers and directors and the experts named herein may be residents of countries other than the United States. Company Shareholders in the United States may not be able to sue a non-U.S. company or its officers or directors in a non-U.S. court for violations of U.S. securities laws. Further, it may be difficult to compel a non-U.S. company and its affiliates to subject themselves to a U.S. court’s judgment.
Non-U.S. persons and entities may have defences to jurisdiction that are unavailable to U.S. persons and entities. In addition, it may be difficult or impossible for Company Shareholders in the United States to effect service of process within the United States upon the Company or PerkinElmer, their respective officers or directors or the experts named herein, or to realise against them upon judgements of courts of the United States predicated upon civil liabilities under the federal securities laws of the United States or “blue sky” laws of any state within the United States. Company Shareholders in the United States should not assume that the courts of the United Kingdom: (a) would enforce judgments of United States courts obtained in actions against such persons predicated upon civil liabilities under the federal securities laws of the United States or “blue sky” laws of any state within the United States; or (b) would enforce, in original actions, liabilities against such persons predicated upon civil liabilities under the federal securities laws of the United States or “blue sky” laws of any state within the United States.
Company Shareholders that are U.S. residents or citizens also should be aware that the Acquisition contemplated herein may have tax consequences to them in the United States. Please see page 64 of this document for further information regarding certain U.S. federal income tax consequences relating to the Acquisition.
U.S. Company Shareholders are urged to consult with legal, tax and financial advisers in connection with making a decision regarding the Acquisition.
PUBLICATION ON WEBSITE
A copy of this document, together with all information incorporated into this document by reference to another source, will be made available, subject to certain restrictions relating to persons resident in, or subject to the laws and/or regulations, of any Restricted Jurisdiction or resident in any jurisdiction where the extension or availability of the Acquisition would breach any applicable Law, on the Company’s website, at www.oxfordimmunotec.com, on the date following publication of this document. For the avoidance of doubt, neither the contents of such website nor the contents of any website accessible from hyperlinks on such website (or any other websites referred to in this document) are incorporated into, or form part of, this document.
ROUNDING
Certain figures included in this document have been subjected to rounding adjustments. Accordingly, figures shown for the same category presented in different tables may vary slightly and figures shown as totals in certain tables may not be an arithmetical aggregation of the figures that precede them.
It is important that, for the Court Meeting, as many votes as possible are cast so that the Court may be satisfied that there is a fair representation of the opinion of Company Scheme Shareholders. Therefore, whether or not you intend to remotely attend and/or vote at the Company Shareholder Meetings, you are strongly urged to complete, sign and return by mail both the Forms of Proxy accompanying this document, or appoint a proxy via the internet at www.proxyvote.com or by telephone on +1 800-690-6903, as soon as possible.
Date
This document is published on 29 January 2021.
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NOTICE OF COURT MEETING
IN THE HIGH COURT OF JUSTICE
BUSINESS AND PROPERTY COURTS
OF ENGLAND AND WALES
COMPANIES COURT (ChD)

DEPUTY ICC JUDGE SCHAFFER
CR-2020-004584
IN THE MATTER OF OXFORD IMMUNOTEC GLOBAL PLC

and

IN THE MATTER OF THE COMPANIES ACT 2006
NOTICE IS HEREBY GIVEN that by an order dated 18 January 2021 made in the above matter, the Court has given permission for a meeting (the “Court Meeting”) to be convened of the holders of Company Scheme Shares (as defined in the Scheme of Arrangement hereinafter mentioned) (the “the Company Scheme Shareholders”) for the purpose of considering and, if thought fit, approving (with or subject to any modification, addition or condition which the Company (as defined below) and PerkinElmer (UK) Holdings Limited may agree and which the Court approves) a scheme of arrangement (the “Scheme of Arrangement”) proposed to be made between (i) Oxford Immunotec Global PLC, a public limited company incorporated under the laws of England and Wales with its registered office at 94c Innovation Drive, Milton Park, Abingdon, Oxfordshire, OX14 4RZ, United Kingdom (the “Company” or “Oxford Immunotec”), and (ii) the Company Scheme Shareholders, and that the Court Meeting will be held in Oxford, United Kingdom (or within 50 miles thereof) at 10:30 a.m. on 26 February 2021 at which place and time all the Company Scheme Shareholders are requested to attend remotely.
A copy of the Scheme of Arrangement and a copy of the Explanatory Statement required to be furnished pursuant to Part 26 of the Companies Act 2006 are incorporated in the document of which this notice forms part.
Voting on the resolution to approve the Scheme of Arrangement will be by poll, which shall be conducted as the Chairman of the Court Meeting may determine. The results of the poll will be announced by the filing of a current report on Form 8-K on the day of the Company Shareholder Meetings. If final voting results are unavailable at that time, we will file an amended current report on Form 8-K within four Business Days of the day the final results are available.
The Company Board notes the COVID-19 Restrictions. In light of these COVID-19 Restrictions, and in order to protect the health and safety of the Company’s shareholders and directors, we hope that Company Scheme Shareholders will understand that Company Scheme Shareholders and other attendees will not be permitted to attend the Court Meeting in person, save for the Chair and anyone else nominated by the Chair in order to establish a quorum.
Company Scheme Shareholders are strongly encouraged to appoint “the Chair of the meeting” as their proxy. If any other person is appointed as proxy, he or she will not be permitted to attend the Court Meeting in person, but will be able to attend, submit written questions and/or any objections and vote at the Court Meeting remotely via the virtual meeting platform provided by Broadridge at www.virtualshareholdermeeting.com/OXFD2021SM (the “Virtual Meeting Platform”), further details of which are set out below.
Instructions for accessing the Virtual Meeting Platform
Please note that Company Scheme Shareholders will need their unique control number which appears on their Form of Proxy entitled “COURT MEETING” in order to access the Virtual Meeting Platform. If you cannot locate your unique control number please call the Company Shareholder Helpline or, if you are a beneficial owner, please contact your brokerage firm, bank, or other nominee. Votes cast at the Court Meetings will only be counted from Company Scheme Shareholders of record or their validly appointed proxies.
Access to the Court Meeting will be available from 10:15 a.m. on 26 February 2021, although the voting functionality will not be enabled until the Chair of the Court Meeting declares the poll open. Company Scheme Shareholders will be permitted to submit written questions (via the Virtual Meeting Platform) to the Company Directors during the
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course of the Court Meeting. Company Scheme Shareholders can use the same function to submit any written objections they may have to the Scheme at the Court Meeting. The Chair of the Court Meeting will ensure that all such questions and/or any objections relating to the formal business of the Court Meeting are addressed during the Court Meeting, unless no response is required to be provided under the Companies Act 2006 or the provision of a response would, at the Chair’s discretion, otherwise be undesirable in the interests of the Company or the good order of the Court Meeting.
During the Court Meeting, you must ensure you are connected to the internet at all times in order to submit written questions and/or any objections and vote when the Chair commences polling. Therefore, it is your responsibility to ensure connectivity for the duration of the Court Meeting via your wireless or other internet connection. If you encounter any difficulties accessing the Virtual Meeting Platform or once you have logged into the meeting, please call the technical support number that will be posted on the Virtual Meeting Platform log-in page.
This situation is constantly evolving, and the UK Government may change the COVID-19 Restrictions or implement further measures relating to the holding of shareholder meetings during the affected period. Any changes to the arrangements for the Court Meeting will be communicated to Company Scheme Shareholders before the Court Meeting, including through the Company’s website www.oxfordimmunotec.com and by announcement through GlobeNewswire or another national news wire service.
Company Scheme Shareholders entitled to attend and vote at the Court Meeting may vote remotely at the Court Meeting or they may appoint another person or persons, whether or not a member of the Company, as their proxy or proxies to attend and vote in their stead. A proxy must attend the meeting remotely.
A Form of Proxy entitled “COURT MEETING” for use in connection with the Court Meeting is enclosed with this Notice or shall be sent in a separate mailing to those the Company Scheme Shareholders who have elected or are deemed to have elected to receive documents and notices from the Company via electronic delivery.
Company Scheme Shareholders can appoint a proxy or proxies via the internet at www.proxyvote.com. To do so, you will need to access www.proxyvote.com and follow the instructions to obtain your records and to create an electronic voting instruction form. Company Scheme Shareholders can also appoint a proxy or proxies via the telephone. To do so, you will need to call +1 800-690-6903 using any touch-tone telephone.
In order for a proxy appointment to be valid, it must be received no later than 10:30 am on 24 February 2021. Neither the death nor the incapacitation of a Company Scheme Shareholder who has appointed a proxy, nor the revocation or termination by a Company Scheme Shareholder of the appointment of a proxy (or the authority under which the appointment was made), shall invalidate the proxy appointment or the exercise of any of the rights of the proxy thereunder, unless notice of such death, incapacitation, revocation or termination shall have been received by the Broadridge at the address specified for receipt of the Form of Proxy entitled “COURT MEETING” no later than 10:30 a.m. on 24 February 2021.
The completion and return of the Form of Proxy entitled “COURT MEETING” by mail (or the appointment of a proxy via the internet or by telephone) will not prevent you from remotely attending, submitting written questions and/or any objections and voting at the Court Meeting, in each case via the Virtual Meeting Platform, if you are entitled to and wish to do so.
In the case of joint holders, the vote of Company Scheme Shareholder whose name is first listed in the register of members of the Company in respect of the joint holding will be accepted to the exclusion of the votes of the other joint holders.
The Company Scheme Shareholders who hold Company Shares indirectly must rely on the procedures of the bank, broker, financial institution, share plan administrator or share plan nominee or other securities intermediary through which they hold Company Shares. Such Company Scheme Shareholders should contact such intermediary for further instructions on how they can instruct that intermediary to vote on their behalf at the Court Meeting and the date by which such instructions must be provided to the intermediary.
Company Scheme Shareholders are entitled to appoint a proxy in respect of some or all of their shares. A proxy need not be a Company Scheme Shareholder. Company Scheme Shareholders are also entitled to appoint more than one proxy, provided that each proxy is appointed to exercise the rights attached to a different share or shares held by such Company Scheme Shareholder. A space has been included in the Form of Proxy entitled “COURT MEETING” to
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allow Company Scheme Shareholders to specify the number of shares in respect of which that proxy is appointed. Company Scheme Shareholders who return the Form of Proxy entitled “COURT MEETING” duly executed but leave this space blank shall be deemed to have appointed the proxy in respect of all their Company Scheme Shares.
Company Scheme Shareholders who wish to appoint more than one proxy in respect of their shareholding should contact Broadridge, at 51 Mercedes Way, Edgewood, NY 1117, USA or at 866-232-3037 (toll-free in USA and Canada) or +1 720-358-3640 (International), for further Forms of Proxy entitled “COURT MEETING”, or photocopy the Form of Proxy entitled “COURT MEETING” as required.
As an alternative to appointing a proxy, any Company Scheme Shareholder which is a corporation may appoint one or more corporate representatives who may exercise on its behalf, all of its powers as a member, provided that they do not do so in relation to the same shares. Only one corporate representative is to be counted in determining whether under section 899(1) of the Companies Act 2006 a majority in number of the Company Scheme Shareholders approved the Scheme of Arrangement. The Chairman of the Court Meeting may require a corporate representative to produce to Broadridge his or her written authority to attend remotely and vote at the Court Meeting at any time before the start of the Court Meeting. The representative shall not be entitled to exercise the powers conferred on them by the Company Scheme Shareholder until any such demand has been satisfied.
To be valid, the Form of Proxy must be executed by or on behalf of the Company Scheme Shareholder or, if the Company Scheme Shareholder is a corporation, under its common seal or be signed on its behalf by an attorney or officer duly authorised, stating their capacity (e.g., director or secretary).
If two or more valid, but differing, appointments of proxy are delivered or received in respect of the same share, the one which is last validly delivered or received (regardless of its date or of the date of its execution) shall be treated as replacing and revoking the other or others as regards that share. If the Company is unable to determine which instrument was last validly delivered or received, none of them shall be treated as valid in respect of that share.
It is requested that Forms of Proxy entitled “COURT MEETING” and any power of attorney or other authority, if any, under which it is signed or a notarially certified or copy of such power or authority be returned by mail to Broadridge at Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 1117, USA by 10:30 a.m. (London time) on 24 February 2021 or in the case of any adjournment, as soon as possible but by no later than 48 hours (excluding any part of a day that is not a Business Day) before the time appointed for the adjourned Court Meeting.
Only those Company Scheme Shareholders registered in the register of members of the Company as at close of business on 19 February 2021 or, in the event that the Court Meeting is adjourned, in the register of members at close of business five Business Days before the day of any adjourned meeting shall be entitled to attend remotely or vote in respect of the number of shares registered in their name at the relevant time and the number of Company Shares then registered in their respective names shall determine the number of votes such persons are entitled to cast on a poll at the Court Meeting. Changes to entries in the relevant register of members after close of business on 19 February 2021 or, in the event that the Court Meeting is adjourned, after close of business five Business Days before the day of any adjourned meeting shall be disregarded in determining the rights of any person to attend remotely or vote at the Court Meeting.
By the said order, the Court has appointed Patrick Balthrop, Sr. or, failing him, Peter Wrighton-Smith or, failing him, Richard Sandberg or, failing him, any other director of the Company to act as Chairman of the Court Meeting and has directed the Chairman to report the result of the Court Meeting to the Court.
The Scheme of Arrangement will be subject to the subsequent sanction of the Court.
DATED: 29 January 2021
Covington & Burling LLP
265 Strand
London
WC2R 1BH
United Kingdom
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Solicitors for Oxford Immunotec
Nominated Persons
Any person to whom this notice is sent who is a person nominated under section 146 of the Companies Act 2006 to enjoy information rights (a “Nominated Person”) does not, in that capacity, have a right to appoint a proxy, such right only being exercisable by shareholders of the Company. However, Nominated Persons may, under an agreement between him/her and the shareholder by whom he/she was nominated, have a right to be appointed (or to have someone else appointed) as a proxy for the Court Meeting. If a Nominated Person has no such proxy appointment right or does not wish to exercise it, he/she may, under any such agreement, have a right to give instructions to the shareholder as to the exercise of voting rights.
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NOTICE OF GENERAL MEETING

OXFORD IMMUNOTEC GLOBAL PLC
(incorporated in England and Wales with registered number 08654254)
NOTICE IS HEREBY GIVEN that a general meeting (the “General Meeting”) of Oxford Immunotec Global PLC, a public limited company incorporated under the laws of England and Wales (the “Company”) will be held in Oxford, United Kingdom (or within 50 miles thereof) on 26 February 2021 at 11:00 a.m. (or as soon thereafter as the meeting of the Company Scheme Shareholders (as defined in the scheme document issued by the Company on 29 January 2021 (the “Scheme Document”)) convened by direction of the High Court of Justice in England and Wales (the “Court”) for 10:30 a.m. on the same time and at the same place shall have been concluded or adjourned, if later) for the purpose of considering and, if thought fit, passing the resolution set out below, which will be proposed as a special resolution. Unless defined in this notice, capitalised terms used in this notice shall have the meaning given to them in Part VII (Definitions).
SPECIAL RESOLUTION
THAT:
1.
for the purpose of giving effect to the scheme of arrangement dated 29 January 2021 (as amended or supplemented) between the Company and the holders of the Company Scheme Shares (as defined in such scheme of arrangement), a print of which has been produced to this General Meeting and for the purposes of identification signed by the Chairman of this General Meeting, in its original form or subject to such modification, addition or condition as may be agreed between the Company and PerkinElmer (UK) Holdings Limited and approved or imposed by the Court (the “Scheme”):
(a)
the directors of the Company (or any duly authorised committee thereof) be and are hereby authorised to take all such action as they may consider necessary or appropriate for carrying the Scheme into effect; and
(b)
with effect from the passing of this resolution, the articles of association of the Company be amended by the adoption and inclusion of the following new article 234 after existing article 233:
234.
SCHEME OF ARRANGEMENT
234.1
In this Article 234, references to the “Scheme” are to the scheme of arrangement dated 29 January 2021 between the Company and the Company Scheme Shareholders under Part 26 of the Companies Act 2006 in its original form or with or subject to any modification, addition or condition agreed by the Company and PerkinElmer (UK) Holdings Limited (“Bidco”), which expression includes any other name which Bidco may adopt from time to time, and which the Court may approve or impose and, save as defined in this Article 234, expressions defined in the Scheme shall have the same meanings in this Article 234.
234.2
Notwithstanding any other provision of these Articles or the terms of any resolution, whether ordinary or special, passed by the Company in general meeting, if the Company issues or transfers any ordinary shares (other than to Bidco or any parent undertaking or subsidiary undertaking or nominee of Bidco) on or after the adoption of this Article 234 and on or prior to the Scheme Record Time, such shares shall be issued or transferred subject to the terms of the Scheme (and shall be Company Scheme Shares for the purposes thereof) and the original or any subsequent holder or holders of such ordinary shares shall be bound by the Scheme accordingly.
234.3
Notwithstanding any other provision of these Articles and subject to the Scheme becoming Effective, if the Company issues or transfers or is obliged to issue or transfer any ordinary shares in the Company to any person (other than to Bidco or any parent undertaking or subsidiary undertaking or nominee of Bidco) (such person being a “New Member” and such reference shall include any subsequent holder or any nominee of such New Member or any such subsequent holder) on or after the Scheme Record Time (the “Post-Scheme Shares”), such New Member will, provided the Scheme has become Effective, be obliged to transfer all the Post-Scheme Shares held by the New Member to Bidco (and/or its nominee(s) (including any DR Nominee)) (or as Bidco may direct) (the “Purchaser”) who shall be obliged to acquire all of the Post-Scheme Shares. Subject to Article 234.4, the consideration payable by the Purchaser for the
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Post-Scheme Shares shall be the consideration that would have been payable to the New Member for Company Scheme Shares under the Scheme (as it may be amended or modified in accordance with its terms) as if each Post Scheme Share was a Company Scheme Share.
234.4
On any reorganisation of, or material alteration to, the share capital of the Company (including, without limitation, any subdivision and/or consolidation) effected after the Effective Date, the amount of Consideration due to a New Member for each Post-Scheme Share pursuant to Article 234.3 above may be adjusted by the board of the Company and the directors of Bidco in such manner as the auditors of the Company may determine to be appropriate to reflect such reorganisation or alteration. References in this Article 234 to ordinary shares shall, following such adjustment, be construed accordingly.
234.5
To give effect to any transfer of Post-Scheme Shares, the Company may appoint any person as attorney and agent for the New Member (the “agent”) to execute and deliver as transferor a form of transfer or instructions of transfer on behalf of the New Member (or any subsequent nominee of such New Member or any subsequent holder) to transfer the Post-Scheme Shares to Bidco (or as Bidco may direct) and do all such other things and execute and deliver all such documents as may in the opinion of the agent be necessary or desirable to vest the Post-Scheme Shares in Bidco (or another person as directed by Bidco), and pending such vesting to exercise all such rights attaching to the Post-Scheme Shares as Bidco may direct. If an agent is so appointed, the New Member shall not thereafter (except to the extent that the agent fails to act in accordance with the directions of Bidco) be entitled to exercise any rights attaching to the Post-Scheme Shares unless so agreed by Bidco. The agent shall be empowered to execute and deliver as transferor a form of transfer or other instrument or instruction of transfer on behalf of the New Member (or any subsequent holder) in favour of Bidco and/or another person as directed by Bidco and the Company may give a good receipt for the Consideration for the Post-Scheme Shares and may register Bidco and/or another person as directed by Bidco as holder thereof and issue to it certificates for the same. The Company shall not be obliged to issue a certificate to the New Member for the Post- Scheme Shares. Bidco shall, subject to Article 234.3 above, settle the Consideration due to the New Member within five Business Days of the issue of the Post-Scheme Shares to the New Member.
234.6
Notwithstanding any other provision of these Articles, neither the Company nor the Directors shall register the transfer of any Company Scheme Shares effected between the Scheme Record Time and the Effective Date other than to Bidco or its nominee(s) (including any DR Nominee).
234.7
If the Scheme shall not have become Effective by the date referred to in clause 7(b) of the Scheme, this Article 234 shall be of no effect.”
2.
subject to and conditional on the Scheme becoming Effective:
(a)
pursuant to the provisions of section 97 of the Companies Act 2006, the Company be re-registered as a private limited company under the name of “Oxford Immunotec Global Limited” with effect from the date approved by the Registrar of Companies;
(b)
the name of the Company be changed to “Oxford Immunotec Global Limited”; and
(c)
the articles of association produced to the General Meeting and initialled by the Chairman of the General Meeting for the purpose of identification only be adopted as the articles of association of the Company in substitution for, and to the exclusion of, then existing articles of association.
Registered Office:
By order of the Board
94C Innovation Drive, Milton Park,
/s/ Janet Kidd
Abingdon, Oxfordshire, OX14 4RZ
Company Secretary
United Kingdom
Dated 29 January 2021
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Notes
The following notes explain your general rights as a Company Shareholder and your rights to attend and vote at the General Meeting or to appoint someone else to vote on your behalf.
1.
COVID-19 Restrictions
The Company Board notes the COVID-19 Restrictions. In light of these COVID-19 Restrictions, and in order to protect the health and safety of Company Shareholders and directors, we hope that Company Shareholders will understand that Company Shareholders and other attendees will not be permitted to attend the General Meeting in person, save for the Chair and anyone else nominated by the Chair in order to establish a quorum.
Company Shareholders are strongly encouraged to appoint “the Chair of the meeting” as their proxy. If any other person is appointed as proxy, he or she will not be permitted to attend the General Meeting in person, but will be able to attend, submit written questions and vote at the General Meeting remotely via the virtual meeting platform provided by Broadridge at www.virtualshareholdermeeting.com/OXFD2021SM (the “Virtual Meeting Platform”), further details of which are set out below.
Instructions for accessing the Virtual Meeting Platform
Please note that Company Shareholders will need their unique control number which appears on their Form of Proxy entitled “GENERAL MEETING” in order to access the Virtual Meeting Platform. If you cannot locate your unique control number please call the Company Shareholder Helpline or, if you are a beneficial owner, please contact your brokerage firm, bank, or other nominee. Votes cast at the General Meetings will only be counted from Company Shareholders of record or their validly appointed proxies.
Access to the General Meeting will be available from 10:15 a.m. on 26 February 2021, although the voting functionality will not be enabled until the Chair of the General Meeting declares the poll open. Company Shareholders will be permitted to submit written questions (via the Virtual Meeting Platform) to the Company Directors during the course of the General Meeting. The Chair of the General Meeting will ensure that all such questions and/or any objections relating to the formal business of the General Meeting are addressed during the General Meeting, unless no response is required to be provided under the Companies Act 2006 or the provision of a response would, at the Chair’s discretion, otherwise be undesirable in the interests of the Company or the good order of the General Meeting.
During the General Meeting, you must ensure you are connected to the internet at all times in order to submit written questions and vote when the Chair commences polling. Therefore, it is your responsibility to ensure connectivity for the duration of the General Meeting via your wireless or other internet connection. If you encounter any difficulties accessing the Virtual Meeting Platform or once you have logged into the meeting, please call the technical support number that will be posted on the Virtual Meeting Platform log-in page.
This situation is constantly evolving, and the UK Government may change the COVID-19 Restrictions or implement further measures relating to the holding of shareholder meetings during the affected period. Any changes to the arrangements for the General Meeting will be communicated to Company Shareholders before the General Meeting, including through the Company’s website www.oxfordimmunotec.com and by announcement through GlobeNewswire or another national news wire service.
2.
The Company specifies that only persons on the register of members as at close of business on 19 February 2021 (or, if the meeting is adjourned, at close of business on the date which is five Business Days prior to the date set for the adjourned meeting) shall be entitled to attend the General Meeting either remotely or by proxy and the number of shares then registered in their respective names shall determine the number of votes such persons are entitled to cast on a poll at the General Meeting. Changes to entries on the register after that time shall be disregarded in determining the rights of any person to attend or vote at the General Meeting.
3.
A Company Shareholder is entitled to appoint a proxy to exercise all or any of his rights to remotely attend and to speak and vote instead of him at the General Meeting. A Form of Proxy entitled “GENERAL MEETING” is enclosed with this notice for use in relation to the General Meeting. A Company Shareholder may appoint more than one proxy in relation to the General Meeting provided that each proxy is appointed
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to exercise the rights attached to a different share or shares held by him. A proxy need not be a shareholder of the Company. If you do not have a proxy form and believe that you should have one, or if you require additional forms, please contact Broadridge. Instructions for use are shown on the Form of Proxy entitled “GENERAL MEETING”. Completion and return of a Form of Proxy entitled “GENERAL MEETING”, or appointment of a proxy via the internet or by telephone (as described in note 8 below) will not preclude a Company Shareholder from remotely attending the meeting and voting.
4.
The special resolution to be proposed at the General Meeting will be voted on by way of a poll.
5.
If you have been nominated to receive general shareholder communications directly from the Company, it is important to remember that your main contact in terms of your investment remains the broker, bank or other nominee who administers the investment on your behalf. Therefore, any changes or queries relating to your personal details and holding (including any administration) must continue to be directed to your existing contact at your investment manager or custodian. Company Shareholders who hold their Company Shares (as defined in the Scheme) in the name of a broker, bank or other nominee should follow the voting instructions provided by such nominee to ensure that their Company Shares are represented at the General Meeting. The Company cannot guarantee dealing with matters that are directed to them in error. The only exception to this is where the Company, in exercising one of its powers under the Companies Act 2006, writes to you directly for a response.
6.
To be valid, the Form of Proxy must be executed by or on behalf of the Company Shareholder or, if the Company Shareholder is a corporation, under its common seal or be signed on its behalf by an attorney or officer duly authorised, stating their capacity (e.g., director or secretary).
7.
If two or more valid, but differing, appointments of proxy are delivered or received in respect of the same share, the one which is last validly delivered or received (regardless of its date or of the date of its execution) shall be treated as replacing and revoking the other or others as regards that share. If the Company is unable to determine which instrument was last validly delivered or received, none of them shall be treated as valid in respect of that share.
8.
The Form of Proxy entitled “GENERAL MEETING” and power of attorney or other authority, if any, under which it is signed or a notarially certified or copy of such power or authority must be received by Broadridge, at Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 1117, USA. Company Shareholders may also appoint a proxy via the internet at www.proxyvote.com or by phone on +1 1-800-690-6903. In each case (by mail, internet or telephone), in order for the proxy appointment to be valid it must be received by Broadridge no later than 11:00 a.m. on 24 February 2021 or, if the General Meeting is adjourned, 48 hours (excluding any part of a day that is not a Business Day) prior to the adjourned meeting. Any communication found to contain a computer virus will not be accepted. Return of the Form of Proxy or appointment of a proxy via the internet or by telephone will not prevent you from attending and voting at the meeting instead of the proxy, if you wish. If you do this, your proxy appointment (and the exercise of any of the rights of the proxy) will be ignored. Neither the death nor the incapacitation of a Company Shareholder who has appointed a proxy, nor the revocation or termination by a Company Shareholder of the appointment of a proxy (or the authority under which the appointment was made), shall invalidate the proxy appointment or the exercise of any of the rights of the proxy thereunder, unless notice of such death, incapacitation, revocation or termination shall have been received by the Broadridge at the address specified for receipt of the Form of Proxy entitled “GENERAL MEETING” no later than 11:00 a.m. on 24 February 2021.
9.
Any corporation which is a Company Shareholder can appoint one or more corporate representatives who may exercise on its behalf all of its powers as a shareholder, provided that they do not do so in relation to the same shares.
10.
Company Shareholders attending the meeting have the right to ask questions. The Company has an obligation to answer such questions relating to the business being dealt with at the meeting, but no such answer need be given if: (i) it is undesirable in the interest of the Company or the good order of the meeting, (ii) to do so would unduly interfere with the preparation for the meeting or involve the disclosure of confidential information, or (iii) the answer has already been given on a website in the form of an answer to a question.
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11.
To abstain from voting on the resolution, a Company Shareholder should select the relevant “Abstain” box. An abstain vote is not a vote in law, which means that the vote will not be counted in the calculation of votes for or against the resolution.
12.
In the case of joint holders, the vote of the Company Shareholder whose name is first listed in the register of members of the Company in respect of the joint holding will be accepted to the exclusion of the votes of the other joint holders.
13.
As at 27 January 2021 (being the last practicable date prior to the publication of this notice), the Company’s issued share capital consisted of 25,577,834 Company Shares, carrying one vote each. As at 27 January 2021 (being the last practicable date prior to the publication of this notice), the Company held no shares in treasury. Therefore, the total voting rights in the Company as at 27 January 2021 was 25,577,834. On a vote by poll, every shareholder who is remotely present or by proxy has one vote for every Company Share held. The results of the poll will be announced by the filing of a current report on Form 8-K on the day of the Company Shareholder Meetings. If final voting results are unavailable at that time, we will file an amended current report on Form 8-K within four Business Days of the day the final results are available.
14.
Company Shareholders who hold Company Shares indirectly must rely on the procedures of the bank, broker, financial institution, share plan administrator or share plan nominee or other securities intermediary through which they hold Company Shares. Such Company Shareholders should contact such intermediary for further instructions on how they can instruct that intermediary to vote on their behalf at the General Meeting and the date by which such instructions must be provided to the intermediary.
15.
A copy of this notice can be found at www.oxfordimmunotec.com.
16.
Except as provided above, Company Shareholders who have general queries about the meeting should use the following means of communication (no other methods of communication will be accepted): call the shareholder helpline on 866-232-3037 (toll-free in USA and Canada) or +1 720-358-3640 (International) Monday to Friday (excluding holidays); or write to Broadridge, 51 Mercedes Way, Edgewood, NY 1117, USA. Company Shareholders may not use any electronic address provided either in this notice or any related documents (including the Chairman’s letter and Form of Proxy entitled “GENERAL MEETING”) to communicate with the Company for any purposes other than those expressly stated. Calls from outside the United States will be charged at applicable international rates. Different charges may apply to calls from mobile telephones and calls may be recorded and randomly monitored for security and training purposes. Please note that Broadridge cannot provide advice on the merits of the Acquisition or give any financial, legal or tax advice.
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PROPOSED TIMETABLE OF PRINCIPAL EVENTS
Event
Time/date(1)
 
Posting Record Time (record date for mailing of this document)
22 January 2021
 
 
Publication of this document
29 January 2021
 
 
Scheme Voting Record Time for the Court Meeting and the General Meeting
5:00 p.m. on 19 February 2021(2)
 
 
Latest time for lodging paper Forms of Proxy entitled “COURT MEETING”, or for appointing a proxy by telephone or internet, in each case, in respect of the Court Meeting
10:30 a.m. on 24 February 2021(3)
 
 
Latest time for lodging paper Forms of Proxy entitled “GENERAL MEETING”, or for appointing a proxy by telephone or internet, in each case, in respect of the General Meeting
11:00 a.m. on 24 February 2021(4)
 
 
Court Meeting
10:30 a.m. on 26 February 2021
 
 
General Meeting
11:00 a.m. on 26 February 2021(5)
Court Hearing to sanction the Scheme
1 March 2021
 
 
Last day of trading on Nasdaq before delisting and deregistration of Company Shares
2 March 2021
 
 
Scheme Record Time
6:00 p.m. on 2 March 2021
 
 
Suspension of trading in Company Shares on Nasdaq
8:00 p.m. EST on 2 March 2021
 
 
Effective Date of the Scheme
3 March 2021
 
 
Cancellation of listing of Company Shares on Nasdaq
7:00 a.m. EST on 4 March 2021
 
 
Long Stop Date
30 June 2021(6)
All references to time in this document are to London time, unless otherwise expressly specified. All references to close of business in this document shall mean 5:00 p.m. (London time) unless otherwise expressly specified.
The expected date of the Court Hearing to sanction the Scheme and each of the other dates and times following the Court Hearing will depend, among other things, on the date on which the Conditions to the Scheme and the Acquisition are satisfied or, if capable of waiver, waived. They are accordingly presented as indicative and referable to the date on which those Conditions are satisfied or waived (as the case may be). Further details of the Conditions are set out in Part III (Conditions to and Further Terms of the Scheme and the Acquisition) of this document.
Oxford Immunotec will give notice of any updates or changes to the above dates and times, when known, by issuing an announcement through GlobeNewswire or another national news wire service and by making such announcement available on the Company’s website www.oxfordimmunotec.com.
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Notes:
(1)
These times and dates are indicative only and will depend, amongst other things, on the dates upon which: (i) the Conditions are satisfied or (where applicable) waived; (ii) the Court sanctions the Scheme; (iii) a copy of the Court Order is delivered to the Registrar of Companies and (iv) other potential uncertainties and unforeseen events. Oxford Immunotec will give notice of any material change(s) prior to the Effective Date by issuing an announcement through GlobeNewswire or other national news wire service.
(2)
If either of the Court Meeting or the General Meeting is adjourned, the Scheme Voting Record Time for the relevant adjourned meeting will be close of business on the date five Business Days before the date set for the adjourned meeting.
(3)
It is requested that Forms of Proxy entitled “COURT MEETING” for the Court Meeting be lodged, or proxy appointments for the Court Meeting be submitted via the internet at www.proxyvote.com or by telephone on +1 800-690-6903, in each case, by no later than 10:30 a.m. on 24 February 2021 in order to be valid or, if the Court Meeting is adjourned, no later than 48 hours (excluding any part of a day that is not a Business Day) before the time appointed for the holding of the adjourned meeting.
(4)
It is requested that Forms of Proxy entitled “GENERAL MEETING” for the General Meeting must be lodged, or proxy appointments for the General Meeting be submitted via the internet at www.proxyvote.com or by telephone on +1 800-690-6903, in each case, by no later than 11:00 a.m. on 24 February 2021 in order to be valid or, if the General Meeting is adjourned, no later than 48 hours (excluding any part of a day that is not a Business Day) before the time fixed for the holding of the adjourned meeting.
(5)
Or, if later, immediately after the conclusion or adjournment of the Court Meeting.
(6)
This date may be extended to such date as the Company, PerkinElmer and Bidco may agree and the Court (if required) may allow.
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ACTION TO BE TAKEN / GENERAL INFORMATION
This page should be read in conjunction with the rest of this document, and in particular, paragraph 14 of Part I (Letter from the Chairman of Oxford Immunotec Global PLC) and paragraph 17 of Part II (Explanatory Statement) of this document and the Notice of Court Meeting and the Notice of General Meeting set out in the opening pages of this document.
Voting at the Court Meeting and the General Meeting
The Acquisition and the Scheme requires the approval of the Scheme Resolution by Company Scheme Shareholders at the Court Meeting and the approval of the GM Resolution by Company Shareholders at the General Meeting.
The Court Meeting and the General Meeting will be held in Oxford, United Kingdom (or within 50 miles thereof) at 10:30 am and 11:00 a.m. respectively on 26 February 2021 (or, in the case of the General Meeting, as soon as the Court Meeting has been concluded or adjourned, if later). In respect of the Court Meeting, you are entitled to one vote for each Company Scheme Share that you hold as at the Scheme Voting Record Time. In respect of the General Meeting, you are entitled to one vote for each Company Share that you hold as at the Scheme Voting Record Time. As at the Latest Practicable Date, there were 25,577,834 Company Shares in issue.
As set out in the opening pages of this document and in the Notice of Court Meeting and the Notice of General Meeting, Company Scheme Shareholders, Company Shareholders and other attendees will not be permitted to attend the Court Meeting and the General Meeting in person, but can remotely attend, submit written questions and/or any objections (in the case of the Court Meeting) and vote at the Court Meeting or the General Meeting via the Virtual Meeting Platform, as described in the opening pages of this document.
Company Scheme Shareholders and Company Shareholders are strongly encouraged to submit proxy appointments for the Court Meeting and the General Meeting as soon as possible, using any of the methods (by mail, via the internet or by telephone) set out below. Company Scheme Shareholders and Company Shareholders are also strongly encouraged to appoint “the Chair of the meeting” as their proxy. If any other person is appointed as proxy, he or she will not be permitted to attend the relevant Company Shareholder Meeting in person, but will be able to attend, submit written questions and/or any objections (in the case of the Court Meeting) and vote at the relevant Company Shareholder Meeting remotely via the Virtual Meeting Platform, as described in the opening pages of this document.
Documents
Please check you have received the following with this document:
Form of Proxy entitled “COURT MEETING” for use in respect of the Court Meeting on 26 February 2021; and
Form of Proxy entitled “GENERAL MEETING” for use in respect of the General Meeting on 26 February 2021.
If you have not received all of these documents, please contact Broadridge, on the Company Shareholder Helpline referred to on page xx of this document, or your broker, bank or other nominee.
Deadline for receipt of Forms of Proxy
Whether or not you plan to attend the Company Shareholder Meetings, if you are a Company Shareholder, please:
complete and return in the postage-paid envelope provided with the Form of Proxy entitled “COURT MEETING” for the Court Meeting; and
complete and return in the postage-paid envelope provided with the Form of Proxy entitled “GENERAL MEETING” for the General Meeting,
so that they are received no later than 10:30 a.m. on 24 February 2021 (in the case of the Form of Proxy entitled “COURT MEETING” for the Court Meeting) and 11:00 a.m. on 24 February 2021 (in the case of the Form of Proxy entitled “GENERAL MEETING” for the General Meeting), or in the case of an adjourned meeting, not less than 48 hours (excluding any part of a day that is not a Business Day) prior to the time and date set for the adjourned meeting. Your vote will be cast as specified on the applicable Form of Proxy. Unless a Form of Proxy is returned by the time and date mentioned in the instructions printed thereon, it will be invalid.
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Internet voting
You can appoint a proxy via the internet at www.proxyvote.com prior to the relevant Company Shareholder Meeting. To do so, you will need to access www.proxyvote.com and follow the instructions to obtain your records and to create an electronic proxy appointment form. Once obtained, you will immediately be able to appoint a proxy. For an internet proxy appointment to be valid, the appointment must be received no later than 10:30 am on 24 February 2021, in the case of the Court Meeting, and by no later than 11:00 am on 24 February 2021, in the case of the General Meeting (or, in the case of any adjournment, no later than 48 hours (excluding any part of a day that is not a Business Day) before the time appointed for the holding of the adjourned meeting).
Note for persons holding Company Shares indirectly
If you hold Company Shares indirectly (i.e., you held your shares in an account at a brokerage firm, bank or similar agent or institution), you must rely on the procedures of the bank, broker, financial institution, share plan administrator or share plan nominee or other securities intermediary through which you hold Company Shares. The organisation holding your account is considered the shareholder of record for purposes of voting at the Company Shareholder Meetings. As a beneficial owner, you have the right to direct your broker or other agent on how to vote the shares in your account. You should contact such intermediary for further instructions on how you can instruct that intermediary to vote on your behalf at the Company Shareholder Meetings and the date by which you must provide such instructions to the intermediary. Because you are not the shareholder of record, you may attend the Company Shareholder Meetings, but you may not vote your shares remotely at the Company Shareholder Meetings unless you have been appointed as the proxy of your bank, broker, financial institution, share plan administrator or share plan nominee or other securities intermediary through which you hold Company Shares in advance of the meetings and you have obtained a valid Proxy Instruction, or legal proxy. In this regard you should follow the directions provided by your bank, broker, financial institution, share plan administrator or share plan nominee or other securities intermediary through which you hold Company Shares.
Telephone voting
You can appoint a proxy via the telephone prior to the relevant Company Shareholder Meeting. To do so, you will need to call +1 800-690-6903 using any touch-tone telephone. For a telephone proxy appointment to be valid, the appointment must be received no later than 10:30 a.m. on 24 February 2021, in the case of the Court Meeting, and by no later than 11 a.m. on 24 February 2021, in the case of the General Meeting (or, in the case of any adjournment, no later than 48 hours (excluding any part of a day that is not a Business Day) before the time appointed for the holding of the adjourned meeting).
Additional points
The completion and return of the Forms of Proxy (by mail) (or the appointment of a proxy via the internet or by telephone) will not prevent you from remotely attending, submitting written questions and/or any objections (in the case of the Court Meeting) and voting at the Court Meeting or the General Meeting, in each case via the Virtual Meeting Platform, if you are entitled to and wish to do so.
It is important that, for the Court Meeting, as many votes as possible are cast so that the Court may be satisfied that there is a fair representation of opinion of the Company Scheme Shareholders. Therefore, whether or not you intend to remotely attend and/or vote at the Company Shareholder Meetings, you are strongly urged to complete, sign and return by mail both Forms of Proxy accompanying this document, or appoint a proxy via the internet at www.proxyvote.com or by telephone on +1 800-690-6903 as soon as possible and, in any event, prior to the deadlines set out above, or in the case of an adjourned meeting, not less than 48 hours (excluding any part of a day that is not a Business Day) prior to the time and date set for the adjourned meeting.
If you are a Company Shareholder, your attention is drawn to the regime for the appointment of proxies set out in this document and the notes to each of the Forms of Proxy, the Notice of Court Meeting and the Notice of General Meeting, including in respect of the appointment of multiple proxies.
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Company Shareholder Helpline
If you have any queries relating to this document or the completion and return of the Forms of Proxy, please call the Company Shareholder Helpline on 866-232-3037 (toll-free in United States and Canada) or +1 720-358-3640 (International). Lines are open Monday to Friday (except public holidays in the United States) between 8:00 a.m. and 7:00 p.m. EST.
Calls will be charged at the standard geographic rate and will vary by provider. International calls will be charged at the applicable international rate. Different charges may apply to calls from mobile telephones and calls may be recorded and randomly monitored for security and training purposes. Please note that the Company Shareholder Helpline operators cannot provide advice on the merits of the Scheme or the Acquisition or give any financial, legal, investment or tax advice.
Proposals
At the Court Meeting Company Scheme Shareholders will be asked to approve the Scheme, with or subject to any modification, addition or condition which the Company and Bidco may agree and which the Court may approve or impose, pursuant to which the Company Scheme Shares will be acquired by Bidco and/or its nominee (including any DR Nominee).
At the General Meeting Company Shareholders will be asked to approve the GM Resolution to: (i) authorise the Company Directors to take all such action as they may consider necessary or appropriate for carrying the Scheme into effect (ii) amend, with effect from the passing of such resolution, the Company Articles to ensure that (A) any Company Share issued or transferred after such amendment to the Company Articles and before the Scheme Record Time will be subject to the Scheme or otherwise transferred to Bidco and/or its nominee (including any DR Nominee) and (B) if any Company Share is issued or transferred to any person at or after the Scheme Record Time then such person will, provided the Scheme has become effective, be obliged to transfer all such Company Shares, and (iii) subject to the Scheme becoming Effective, re-register the Company as a private limited company with the name “Oxford Immunotec Global Limited” and amend its articles of association accordingly.
Recommendation and Voting by Company Directors
For the reasons set out in this document, the Company Directors, who have been advised by Perella Weinberg UK Limited and its affiliate Perella Weinberg Partners LP (collectively, “Perella Weinberg”) as to the financial terms of the Acquisition, consider the terms of the Acquisition to be fair and reasonable. In providing advice to the Company Directors, Perella Weinberg has taken into account the commercial assessments of the Company Directors. The opinion of Perella Weinberg Partners LLP, dated 6 January 2021, with respect to the fairness, from a financial point of view, of the Consideration to holders of Company Shares, which sets forth, among other things, the assumptions made, procedures followed, matters considered and qualifications and limitations on the review undertaken by Perella Weinberg, is attached hereto as Annex B.
Accordingly, the Company Directors unanimously recommend that Company Scheme Shareholders vote in favour of the Scheme Resolution at the Court Meeting and that Company Shareholders vote in favour of the GM Resolution to be proposed at the General Meeting, as the Company Directors who hold Company Shares have irrevocably undertaken to do, or to procure, in respect of their own beneficial holdings (and (to the extent relevant) the outstanding beneficial holdings of such person’s spouse, civil partner, de facto partner, or similarly-related person) of (i) Company Shares amounting to, in aggregate, 339,771 Company Shares representing approximately 1.3 per cent. of the existing issued ordinary share capital of the Company as at the Latest Practicable Date and (ii) any further Company Shares he or she may acquire on the exercise of awards over the Company Shares he or she holds pursuant to the Company Share Plans, amounting to (if exercised in full), 882,059. Further details of these undertakings are contained in paragraph 5 of Part V (Additional Information) of this document.
In addition, Ronald Andrews, Mark Klausner, Herman Rosenman, Richard Sandberg, James Tobin and Andrew Walton, each being a Company Director who does not currently hold any Company Shares, has entered into an irrevocable undertaking in respect of any Company Shares he or she may acquire on the exercise of the awards over the Company Shares he or she holds pursuant to the Company Share Plans as well as any other Company Shares they may acquire. Further details of these undertakings are contained in paragraph 5 of Part V (Additional Information) of this document.
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Shareholder Proposals
Under English law, except as provided below, there is no general right for a shareholder of an English public limited company to put items on the agenda of a general meeting (save for the annual general meeting) that has been convened by directors. English law provides that shareholders holding not less than 5 per cent. of the Company’s paid up share capital carrying voting rights may requisition the Company Board to convene a general meeting and may require certain matters to be put before a general meeting they have convened.
If the Scheme does not become Effective, Company Shareholders will be entitled to attend and participate in the Company’s annual general meeting. Under the Companies Act 2006, the Company is required to hold its 2021 annual general meeting by no later than 30 June 2021. If any such annual general meeting is held, shareholder proposals will be eligible for consideration for inclusion in the proxy statement and form of proxy for such annual general meeting in accordance with Rule 14a-8 under the U.S. Exchange Act and the Company Articles.
Proxy appointment
Company Shareholders entitled to attend and vote at the Court Meeting and the General Meeting may appoint a proxy to attend the meetings remotely and to speak and vote in his/her place.
Company Shareholders are entitled to appoint a proxy in respect of some or all of their Company Shares and may also appoint more than one proxy, provided that each proxy is appointed to exercise the rights attached to a different share or shares held by such holder. A proxy need not be a member of the Company.
Please note that the appointment of a proxy or proxies is separate for each of the Court Meeting and the General Meeting.
To be valid, Forms of Proxy must be executed by or on behalf of the Company Shareholder or, if you are a corporate, under the hand of a duly authorised officer or attorney.
If two or more valid, but differing, appointments of proxy are delivered or received in respect of the same share, the one which is last validly delivered or received (regardless of its date or of the date of its execution) shall be treated as replacing and revoking the other or others as regards that share. If the Company is unable to determine which instrument was last validly delivered or received, none of them shall be treated as valid in respect of that share.
Revocability of proxies
Any person submitting a Form of Proxy pursuant to this solicitation has the power to revoke and change it before it is voted. If you are a Company Shareholder of record, you may revoke your proxy appointment at any time no later 48 hours before the Court Meeting or the General Meeting (excluding any part of a day that is not a Business Day), as applicable, by:
submitting a new Form of Proxy with a later date, by using the internet or telephone proxy submission procedures described herein, or by completing, signing, dating and returning a new Form of Proxy by mail to Broadridge; or
delivering a written notice of revocation by mail to Broadridge at Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717, USA.
Please note, however, that only your last validly delivered or received proxy appointment will count (regardless of its date or of the date of its execution). You may also revoke your proxy appointment by remotely attending the Court Meeting and/or the General Meeting and voting. Remotely attending the Court Meeting or General Meeting without voting or taking one of the actions described above will not in itself revoke your proxy appointment.
If you hold your Company Shares indirectly through a broker, bank or other nominee, you will need to follow the instructions provided to you by your broker, bank or other nominee in order to revoke your proxy appointment (or to submit new voting instructions thereunder). If you hold your Company Shares indirectly, you may also revoke a prior proxy appointment by remotely voting at the Court Meeting and/or General Meeting if you obtain a Form of Proxy executed in your favour from your broker, bank or other nominee in order to be able to vote remotely at such meeting.
Effect of abstentions and broker non-votes
An abstention occurs when a shareholder abstains from voting (either remotely or by proxy) on one or more of the proposals. When a bank, broker or other nominee refrains from voting your shares on a particular proposal because
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the bank, broker or other nominee has not received your instructions and has discretionary authority to vote on the “routine” matters to be considered, it is called a “broker non-vote.” Because there are no routine matters to be considered at the Company Meetings, there should be no broker non-votes.
In connection with the Court Meeting, abstentions and broker non-votes will not be considered votes cast and will therefore not have any effect on the outcome of the vote at the Court Meeting.
In connection with the General Meeting, abstentions and broker non-votes will be considered in determining the presence of a quorum. However, abstentions and broker non-votes are not considered votes cast and therefore will not have any effect on the outcome of the vote for the purposes of determining whether the GM Resolution has been approved.
Multiple proxy voting instructions
Company Shareholders who wish to appoint more than one proxy in respect of their shareholding should photocopy the Form of Proxy or call the Company Shareholder Helpline on the telephone number set out on page xx of this document. You should also indicate by ticking the box provided if the proxy appointment is one of multiple appointments being made, fill in the name of the appointed proxy and the number of shares in respect of which the proxy is appointed and return the multiple forms together (please ensure that all of the multiple Forms of Proxy in respect of one registered holding are sent in the same envelope if possible) by the time and date mentioned above.
Further information about proxies and voting
Further information in relation to the appointment of proxies for and voting at the Company Shareholder Meetings is set out in pages xviii to xxii of this document, in the Notice of Court Meeting of this document and the notes to the Notice of General Meeting of this document, and in the instructions printed on the Forms of Proxy.
If you hold Company Shares indirectly, you must rely on the procedures of the bank, broker, financial institution, share plan administrator or share plan nominee or other securities intermediary through which you hold Company Shares. You should contact such intermediary for further instructions on how you can instruct that intermediary to vote on your behalf at the Company Shareholder Meetings and the date by which you must provide such instructions to the intermediary.
The results of the poll will be announced by the filing of a current report on Form 8-K on the day of the Company Shareholder Meetings. If final voting results are unavailable at that time, we will file an amended current report on Form 8-K within four Business Days of the day the final results are available.
If the Scheme becomes Effective, it will be binding on all Company Scheme Shareholders, including any Company Shareholders who did not attend the Court Meeting or vote to approve the Scheme or who voted against the Scheme Resolution at the Court Meeting or against the GM Resolution at the General Meeting.
No “appraisal” rights
No Company Shareholders will have “appraisal” or “dissenters” rights or otherwise have any right to seek an appraisal of the Company Shares.
Company Share Plans
Participants in the Company Share Plans should refer to paragraph 7 of Part I (Letter from the Chairman of Oxford Immunotec Global PLC) of this document for information relating to the effect of the Acquisition on their rights under the Company Share Plans.
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SUMMARY
This summary highlights selected information contained in this document, including with respect to the Implementation Agreement, the Scheme and the Acquisition. You are encouraged to, and you should, carefully read this entire document, its annexes and the documents referred to or incorporated by reference, as this summary may not contain all of the information that may be important to you in determining how to vote. Page references have been included to direct you to a more complete description of the topics presented in this summary. You may obtain the information incorporated by reference into this document without charge by following the instructions under the section entitled “Documents” in paragraph 8 of Part V (Additional Information). Capitalized terms and expressions used in this document, unless expressly defined otherwise, shall have the meanings ascribed thereto in Part VII (Definitions).
Information on the Company and Information on PerkinElmer and Bidco (paragraphs 5 and 6 of Part II (Explanatory Statement), page 45)
Oxford Immunotec
Oxford Immunotec is a public limited company incorporated in England and Wales. Oxford Immunotec is a global, high-growth diagnostics company focused on developing and commercializing proprietary tests for immunology and infectious disease by leveraging the technological, product development, manufacturing, quality, regulatory, and sales and marketing capabilities developed over its eighteen year history. Oxford Immunotec’s proprietary T-SPOT®.TB test utilizes its T-SPOT technology platform to test for tuberculosis.
Company Shares are traded on Nasdaq under the symbol “OXFD”. Oxford Immunotec’s registered office is located at 94C Innovation Drive, Milton Park, Abingdon OX14 4RZ, United Kingdom.
Additional information about Oxford Immunotec is contained on its website located at www.OxfordImmunotec.com, and in its public filings, which are incorporated by reference herein. See the section entitled “Documents” in paragraph 8 of Part V (Additional Information).
PerkinElmer
PerkinElmer, Inc. (“PerkinElmer”) enables scientists, researchers and clinicians to address their most critical challenges across science and healthcare. With a mission focused on innovating for a healthier world, PerkinElmer delivers unique solutions to serve the diagnostics, life sciences, food and applied markets. PerkinElmer strategically partners with customers to enable earlier and more accurate insights supported by deep market knowledge and technical expertise. It has a dedicated team of about 14,000 employees worldwide who are passionate about helping customers work to create healthier families, improve the quality of life, and sustain the wellbeing and longevity of people globally. PerkinElmer reported revenue of approximately US$2.9 billion in 2019, serves customers in 190 countries, and is a component of the S&P 500 index. Additional information is available through 1-877-PKI-NYSE, or at www.perkinelmer.com.
Bidco
PerkinElmer (UK) Holdings Limited (“Bidco”) is a private limited company, which was duly incorporated in April 1999 under the laws of England and Wales. Its registered office is Chalfont Road, Seer Green, Beaconsfield, Buckinghamshire, United Kingdom, HP9 2FX. Bidco’s principal activity is that of an intermediate holding company and its subsidiaries are engaged in the development, manufacture and sale of life science and diagnostic products and services.
Summary of the terms of the Acquisition (paragraph 2 of Part I (Letter from the Chairman of Oxford Immunotec Global PLC), page 43)
On 7 January 2021, PerkinElmer, Bidco and Oxford Immunotec entered into an Implementation Agreement. The Implementation Agreement, a copy of which is attached hereto as Annex A, provides, among other things, for the acquisition of Oxford Immunotec by PerkinElmer through Bidco and/or its nominee (including any DR Nominee), whereby Bidco will acquire the issued and to be issued share capital of Oxford Immunotec for cash by means of the Scheme.
The Acquisition will be implemented by way of a Court-sanctioned scheme of arrangement between Oxford Immunotec and the Company Scheme Shareholders under Part 26 of the Companies Act 2006. The approval of the Scheme Resolution by Company Scheme Shareholders at the Court Meeting, the passing of the GM Resolution by Company Shareholders at the General Meeting and the sanction of the Court are each required.
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Upon the Scheme becoming Effective, which is subject to the Conditions and further terms set out in Part III (Conditions to and Further Terms of the Scheme and the Acquisition) of this document, the Company Scheme Shareholders will receive, in accordance with the terms of the Scheme:
US$22.00 in cash for each Company Scheme Share held at the Scheme Record Time
The terms of the Acquisition value Oxford Immunotec’s entire issued and to be issued ordinary share capital at approximately US$591 million, and the terms of the Acquisition represent a premium of approximately 28.3% to the closing price per share of US$17.15 on 5 January 2021 (being the last practicable date prior to the date of the Announcement) and 53.5% to the 90 trading day volume-weighted average price per Company Share of US$14.34 for the period from 8 October 2020 to 5 January 2021 (being the last practicable date prior to the date of the Announcement). In addition, the terms of the Acquisition represent a premium of 99.2% to Oxford Immunotec’s enterprise value calculated using the 90 trading day volume weighted average price for the period from 8 October 2020 to 5 January 2021.
Upon the Scheme becoming Effective, Bidco and/or its nominee (including any DR Nominee) will acquire the Company Scheme Shares for the Consideration with full title guarantee, fully paid up, free from all liens, equitable interests, charges, encumbrances, rights of pre-emption and any other third party rights or interests whatsoever and together with all rights existing at the Effective Date or thereafter attaching thereto, including voting rights and entitlement to receive and retain all dividends and/or other distributions declared, paid or made by Oxford Immunotec in respect of the Company Scheme Shares by reference to a record date falling on or after the Effective Date.
On the Effective Date, Oxford Immunotec will become a subsidiary of Bidco and/or its nominee and will be re-registered as a private limited company as soon as reasonably practicable after the Effective Date.
As further described in paragraph 10 of Part I (Letter from the Chairman of Oxford Immunotec Global PLC) of this document, the Takeover Code does not apply to the Acquisition.
The Acquisition remains subject to the Conditions and further terms set out in full in Part III (Conditions to and Further Terms of the Scheme and the Acquisition) of this document. The Scheme is conditional, amongst other things, upon:
(i)
the Scheme becoming Effective by the Long Stop Date;
(ii)
the Scheme Resolution having been approved at the Court Meeting by a majority in number of those Company Scheme Shareholders who are on the register of members of Oxford Immunotec at the Scheme Voting Record Time representing not less than 75 percent in value of the Company Scheme Shares held by those Company Scheme Shareholders, in each case present, entitled to vote and voting either remotely or by proxy;
(iii)
the GM Resolution having been approved by the Company Shareholders on the register of members of Oxford Immunotec at the Scheme Voting Record Time representing at least 75 percent of the votes cast, either remotely or by proxy, at the General Meeting;
(iv)
the Scheme having been sanctioned by the Court with or without modification (but subject to any such modification being acceptable to the Company and Bidco); and
(v)
a copy of the Court Order having been delivered to the Registrar of Companies.
The Acquisition does not require the approval of PerkinElmer’s shareholders.
At this stage, subject to the approval and availability of the Court (which is subject to change), and subject to the satisfaction (or, where applicable, waiver) of the Conditions, PerkinElmer expects that the Scheme will become Effective in March 2021.
Consideration for the Company Scheme Shares (paragraph 2 of Part VIII (The Scheme of Arrangement), page 87)
The terms of the Acquisition valued each Company Scheme Share at US$22.00 per share (the “Consideration”) and Oxford Immunotec’s entire issued and to be issued share capital at approximately US$591 million.
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Settlement (paragraph 12 of Part II (Explanatory Statement), page 51)
Subject to the Scheme becoming Effective (and except as provided in paragraph 15 of Part II (Explanatory Statement) of this document in relation to certain Overseas Shareholders), settlement of the Consideration to which any Company Shareholder is entitled under the Scheme will be effected in the following manner, subject to any arrangements that are required by law (or in the case of Company Scheme Shares acquired pursuant to awards under the Company Share Plans, permitted by applicable Law and the relevant contractual arrangements) to be put in place to effect the payment of any tax, National Insurance contributions or other social security contributions.
Where, at the Scheme Record Time, a Company Scheme Shareholder holds Company Scheme Shares in their own name, settlement of any cash payment to which the Company Scheme Shareholder is entitled pursuant to the Scheme shall be sent to such Company Scheme Shareholder by cheque. Cheques shall be despatched as soon as practicable after the Effective Date. Notwithstanding the previous sentence, Company Scheme Shareholders whose Company Scheme Shares are represented by certificates will need to return such certificates to the Company's transfer agent, Computershare, before a cheque can be despatched to them.
Company Scheme Shares acquired by employees or directors under the Company Share Plans
In the case of awards held by directors or employees of the Company exercised or settled around the same time as the Scheme becomes Effective that are share settled, such settlement shall be made by the issue of Company Shares to the relevant director or employee, so that such director or employee will be a Company Scheme Shareholder. Settlement of any cash payment to which any such director or employee is entitled as a Company Scheme Shareholder pursuant to the Scheme shall be made to the Company on behalf of the relevant director or employee to enable payment to be made through payroll as soon as reasonably practicable after the Effective Date in accordance with the letters to be sent to them on or around the time of the Scheme Document.
For completeness, in the case of awards held by directors or employees of the Company exercised or settled around the same time as the Scheme becomes Effective that are cash settled, settlement of the consideration shall be made to the Company on behalf of the relevant director or employee to enable payment directly into the applicable bank account through payroll as soon as reasonably practicable after the Effective Date in accordance with the letters to be sent to them on or around the time of the Scheme Document.
Company Share Plans (paragraph 7 of Part I (Letter from the Chairman of Oxford Immunotec Global PLC), page 35)
Participants in the Company Share Plans will be contacted separately regarding the effect of the Acquisition on their rights under these schemes and appropriate proposals will be made and communicated directly to such participants as soon as reasonably practicable after this document has been published but before the sanction of the Scheme by the Court. It is intended, and has been agreed between the Company and PerkinElmer under the terms of the Implementation Agreement, that, prior to the Effective Date (except as otherwise agreed between the Company and PerkinElmer, and subject to the terms of the Company Share Plans) the vesting of any restricted share units and options granted pursuant to the Company Share Plans which are unvested (other than certain tax approved options granted to officers or directors) will be accelerated to full vesting. On or around the Effective Date, (i) certain vested awards may be exercised (where applicable) and will be share settled and to the extent that the Company Shares issued on exercise or other settlement constitute Company Scheme Shares, PerkinElmer will procure the payment of Consideration to the relevant Company Scheme Shareholder (including, if necessary or desirable, by way of procuring that such payment is made as soon as reasonably practicable through payroll) and (ii) all other vested awards may be exercised (where applicable) and will be cash settled (on the basis of the aggregate Consideration that would be payable for the Company Shares which are the subject of that award) and PerkinElmer will procure that the payment of the consideration due to relevant award holders will be made as soon as reasonably practicable through payroll (or, if it is not practicable to make such payment through payroll, by cheque), in accordance with the applicable Company Share Plan rules and the Implementation Agreement. In the case of rights which are to be share settled and which are exercised or settled in accordance with their terms but too late for the resulting Company Shares to qualify as Company Scheme Shares, the Company Shares issued or transferred in satisfaction will be immediately transferred to Bidco under the Company’s amended articles of association for a payment equal to the Consideration that would have been paid under the Scheme had the Company Shares been Company Scheme Shares. In each case, any applicable exercise price, and any applicable tax, national insurance contributions (including, to the extent possible under applicable Law and relevant contractual arrangements, any applicable employer’s national insurance
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contributions) and/or social security contributions, will be deducted from the above mentioned payments. If the aggregate exercise or purchase price or base value of an award is equal to or greater than the aggregate Consideration that would be payable for the Company Shares which are the subject of that award, that award may be cancelled for no payment in accordance with the terms of the applicable Company Share Plan rules. For further information on the settlement of awards please see paragraph 12 of Part II (Explanatory Statement).
Conditions to the Scheme and the Acquisition (Part III (Conditions to and Further Terms of the Scheme and the Acquisition), page 56)
The implementation of the Scheme and the Acquisition is conditional upon the satisfaction (or waiver, if permissible) of the following:
(a)
approval of the Scheme by a majority in number of the Company Scheme Shareholders representing not less than 75 percent in value of the Company Scheme Shares in each case present, entitled to vote and voting, either remotely or by proxy, at the Court Meeting;
(b)
all resolutions necessary to approve and implement the Scheme being duly passed by the requisite majority or majorities at the General Meeting or at any adjournment of that meeting; and
(c)
the sanction of the Scheme by the Court with or without modification (but subject to any such modification being acceptable to the Company and Bidco) and the delivery of a copy of the Court Order to the Registrar of Companies.
The obligation of PerkinElmer to complete the Acquisition is subject to the satisfaction (or waiver, if permissible) of the following additional conditions:
(a)
no Law having been enacted, issued, enforced or entered into, and no preliminary or permanent injunction, judgment or ruling having been issued by any Governmental Authority that, in either case, is in effect and enjoins, restrains, prevents or prohibits or otherwise makes illegal the Acquisition or any of the other transactions contemplated by the Implementation Agreement;
(b)
there being no Action by any Governmental Authority pending seeking any relief that has or would have the effect of (a) preventing consummation of the transactions contemplated by the Implementation Agreement, (b) causing the transactions contemplated by the Implementation Agreement to be rescinded or (c) having, individually or in the aggregate, a Company Material Adverse Effect (as defined in the Implementation Agreement);
(c)
all Clearances required for the consummation of the Acquisition as identified in Schedule 4.3 of the Implementation Agreement having been obtained;
(d)
the representations and warranties set forth in Clauses 11.1.1 through 11.1.5, Clause 11.1.7(a), Clause 11.1.9(c) through (e) and Clause 11.1.23 of the Implementation Agreement being true and correct in all respects (in the case of any such representation or warranty qualified by materiality or Company Material Adverse Effect) or in all material respects (in the case of any such representation or warranty not qualified by materiality or Company Material Adverse Effect) as of 7 January 2021 and as at 11:59 p.m. on the date immediately preceding the date of the Court Hearing, as though made as at 11:59 p.m. on the date immediately preceding the date of the Court Hearing (except to the extent such representations and warranties are made as of an earlier date, in which case as of such earlier date), (ii) the representations and warranties set forth in Clause 11.1.9(a) and (b) of the Implementation Agreement being true and correct in all respects, other than de minimis inaccuracies, as of 7 January 2021 and as at 11:59 p.m. on the date immediately preceding the date of the Court Hearing, as though made as at 11:59 p.m. on the date immediately preceding the date of the Court Hearing (except to the extent such representations and warranties are made as of an earlier date, in which case as of such earlier date) and (iii) each of the other representations and warranties of the Company set forth in Clause 11.1 of the Implementation Agreement being true and correct as of 7 January 2021 and as at 11:59 p.m. on the date immediately preceding the date of the Court Hearing, as though made as at 11:59 p.m. on the date immediately preceding the date of the Court Hearing (except to the extent such representations and warranties are made as of an earlier date, in which case as of such earlier date), except in the case of this subclause (iii) where such failure(s) to be true and correct (without giving effect to any materiality or Company Material Adverse Effect qualifications set forth therein) has(ve) not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect;
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(e)
the Company having performed or complied in all material respects with all obligations, agreements and covenants required by the Implementation Agreement to be performed or complied with by it at or prior to 9:00 a.m. on the date of the Court Hearing;
(f)
since 7 January 2021, the absence of any Change that has had or would reasonably be expected to result in a Company Material Adverse Effect; and
(g)
the Company having delivered to PerkinElmer a certificate, effective as of 9:00 a.m. on the date of the Court Hearing and signed by the chief executive officer and chief financial officer of the Company, certifying that the conditions (d), (e) and (f) described above have been satisfied.
In addition, the Acquisition will be conditional upon the Scheme becoming unconditional and becoming effective, by no later than 11:59 p.m. (London time) on the Long Stop Date.
Recommendation and Voting by Company Directors (page xx)
The Company Directors believe that the terms of the Acquisition and the Scheme, including the terms of the Implementation Agreement, are fair and reasonable and that proceeding with the Acquisition is likely to promote the success of Oxford Immunotec for the benefit of the Company Shareholders taken as a whole. Accordingly, the Company Directors unanimously recommend that Company Scheme Shareholders vote in favor of the Scheme Resolution at the Court Meeting and that Company Shareholders vote in favor of the GM Resolution to be proposed at the General Meeting, as the Oxford Immunotec Directors who hold Company Shares have irrevocably undertaken to do, or to procure, in respect of their own beneficial holdings of Company Shares amounting to, in aggregate, 339,771 Scheme Shares representing approximately 1.3 percent of the existing issued ordinary share capital of Oxford Immunotec as of 27 January 2021 (being the Latest Practicable Date). Further details of these undertakings are contained in paragraph 5 of Part V (Additional Information).
Company Shareholder approvals (paragraph 8(c) of Part II (Explanatory Statement), page 47)
Beneficial owners who are Company Scheme Shareholders or Company Shareholders as at the Posting Record Time are entitled to notice of, and to vote at, the Court Meeting and General Meeting, respectively. Shareholders of record who are Company Scheme Shareholders or Company Shareholders as at the Scheme Voting Record Time are entitled to notice of, and to vote at, the Court Meeting and General Meeting, respectively.
As at 27 January 2021, the Latest Practicable Date, there were 25,577,834 Company Shares issued and outstanding, held by approximately 8 holders of record. Each Company Scheme Shareholder is entitled to one vote at the Court Meeting for each Company Scheme Share and each Company Shareholder is entitled to one vote at the General Meeting for each Company Share.
In connection with the General Meeting, a quorum will be present if Company Shareholders who hold at least one-third of the issued Company Shares as at the Scheme Voting Record Time are present remotely or represented by proxy. In connection with the General Meeting, abstentions and broker non-votes will be considered in determining the presence of a quorum. However, abstentions and broker non-votes are not considered votes cast and therefore will not have any effect on the outcome of the vote for the purposes of determining whether the GM Resolution has been approved.
In connection with the Court Meeting, there must be a sufficiently large (in the Court’s judgment) number of Company Scheme Shares included in the vote to fairly represent the opinion of Company Scheme Shareholders. Abstentions and broker non-votes will not be considered votes cast and will therefore not have any effect on the outcome of the vote at the Court Meeting.
At the Court Meeting, the Scheme will be approved by Company Shareholders if both (i) a majority in number of Company Scheme Shareholders who vote (either remotely or by proxy) in favour of the Scheme and (ii) Company Scheme Shares representing at least 75 percent in value of the total number of Company Scheme Shares voted at the Court Meeting are voted in favour of the Scheme. At the General Meeting, the GM Resolution must be approved by Company Shareholders representing at least 75 percent of the votes cast (either remotely or by proxy).
The Court Meeting (paragraph 8(c)(i) of Part II (Explanatory Statement), page 48)
The Court Meeting has been convened for 10:30 a.m. on 26 February 2021 for Company Scheme Shareholders to consider and, if thought fit, approve the Scheme.
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The purpose of the Court Meeting is to allow Company Scheme Shareholders to vote on the Scheme. At the Court Meeting, you will be asked to consider and vote upon a resolution to approve the Scheme, with or subject to any modification, addition or condition which Oxford Immunotec and Bidco may agree and which the Court approves. For the Scheme to be approved at the Court Meeting, the Scheme must be approved by a majority in number of Company Scheme Shareholders voting at the Court Meeting, either remotely or by proxy, representing at least 75 percent in value of Company Scheme Shares voted.
The General Meeting (paragraph 8(c)(ii) of Part II (Explanatory Statement), page 48)
The General Meeting has been convened for 11:00 a.m. on 26 February 2021, or, if later, as soon after that time as the Court Meeting has been concluded or adjourned, for Company Shareholders to consider and, if thought fit, pass, a special resolution to approve the GM Resolution.
At the General Meeting, you will be asked to consider and vote upon resolutions to give the Company Board the authority to take all necessary action to carry the Scheme into effect and to amend the Company Articles as described in paragraph 8(c) of Part II (Explanatory Statement), proposed by way of the GM Resolution. For the GM Resolution to be approved at the General Meeting, the GM Resolution must be approved by Company Shareholders representing at least 75 percent of the votes cast at the General Meeting, either remotely or by proxy.
Irrevocable Undertakings from Company Directors and Named Executive Officers (paragraph 5 of Part V (Additional Information), page 66)
PerkinElmer has received Irrevocable Undertakings to vote, or procure votes, in favour of the Scheme at the Court Meeting and the resolution relating to the Acquisition at the General Meeting (or, in the event that the Acquisition is implemented by way of an Offer, to accept or procure the acceptance of such Offer) in respect of their entire beneficial holdings, amounting to 339,771 Company Shares representing approximately 1.3 percent of the issued ordinary share capital of Oxford Immunotec as of 27 January 2021 (being the Latest Practicable Date). The form of each of the Award Holder’s Irrevocable Undertaking and the Shareholder’s Irrevocable Undertaking are attached hereto as Annex C and Annex D, respectively.
Court Hearing to sanction the Scheme (paragraph 8(d) of Part II (Explanatory Statement), page 49)
Under the Companies Act 2006, the Scheme also requires the sanction of the Court.
The Court Hearing to sanction the Scheme is currently expected to take place in March 2021. All Company Shareholders are entitled to attend the Court Hearing remotely or through counsel to support or oppose the sanction of the Scheme.
The Scheme will become Effective as soon as a copy of the Court Order has been delivered to the Registrar of Companies. This is currently expected to occur in March 2021. It is intended that Oxford Immunotec will be re-registered as a private limited company shortly afterwards.
If the Scheme becomes Effective, it will be binding on all Company Scheme Shareholders, including any Company Shareholders who did not vote to approve the Scheme or who voted against the Scheme Resolution at the Court Meeting or the GM Resolution at the General Meeting.
Unless the Scheme becomes Effective by the Long Stop Date, it will lapse and the Acquisition will not proceed (unless extended with the agreement of PerkinElmer, Bidco and Oxford Immunotec and, if required, the approval of the Court).
Reasons for the Company Board recommendation (paragraph 5 of Part I (Letter from the Chairman of Oxford Immunotec Global PLC), page 31)
For a description of the reasons considered by the Company Board in deciding to recommend that Company Shareholders vote in favour of the Scheme and the GM Resolution, see the section entitled “Reasons for the Company Board Recommendation” in paragraph 5 of Part I (Letter from the Chairman of Oxford Immunotec Global PLC).
Opinion of the Company’s Financial Adviser and Certain Financial Forecasts prepared by Company management (paragraph 4 of Part I (Letter from the Chairman of Oxford Immunotec Global PLC), page 22)
Oxford Immunotec retained Perella Weinberg UK Limited (“Perella Weinberg UK”) to act as its financial advisor in connection with the proposed Acquisition. On 6 January 2021, Perella Weinberg Partners LP, an affiliate of Perella Weinberg and referred to herein collectively with Perella Weinberg UK as “Perella Weinberg”) rendered its oral
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opinion, subsequently confirmed in writing, to the Company Board that, as of such date and based upon and subject to the various assumptions made, procedures followed, matters considered, and qualifications and limitations set forth therein, the Consideration of US $22.00 per share in cash to be received by the holders of Company Shares in the Acquisition pursuant to the Implementation Agreement was fair, from a financial point of view, to such holders.
The full text of Perella Weinberg’s written opinion, dated 6 January 2021, which sets forth, among other things, the assumptions made, procedures followed, matters considered, and qualifications and limitations upon the review undertaken by Perella Weinberg in preparing its opinion, is attached hereto as Annex B and is incorporated herein by reference. Holders of Oxford Immunotec’s ordinary shares should read the opinion carefully and in its entirety. Perella Weinberg’s opinion does not address Oxford Immunotec’s underlying business decision to enter into the Acquisition or the relative merits of the Acquisition as compared with any other strategic alternative which may be available to Oxford Immunotec. Perella Weinberg’s opinion was not intended to be and does not constitute a recommendation to any holder of Company Shares as to how such holder should vote, make any election or otherwise act with respect to the proposed Acquisition (including whether or not to tender any Company Shares in an Offer) or any other matter. Perella Weinberg’s opinion does not in any manner address the prices at which Company Shares will trade at any time. In addition, Perella Weinberg expressed no opinion as to the fairness of the Acquisition to, or any consideration received in connection with the Acquisition by, the holders of any other class of securities, creditors or other constituencies of Oxford Immunotec. Perella Weinberg provided its opinion for the information and assistance of the Company Board in connection with, and for the purposes of its evaluation of, the Acquisition. The summary of the written opinion of Perella Weinberg is qualified in its entirety by reference to the full text of the written opinion attached as Annex B. For a description of the opinion that the Company Board received from Perella Weinberg, see the section entitled “Opinion of the Company’s Financial Adviser and Certain Financial Forecasts prepared by Company management” in paragraph 4 of Part I (Letter from the Chairman of Oxford Immunotec Global PLC).
Interests of Company Non-Employee Directors and Executive Officers (paragraph 2 of Part V (Additional Information), page 60)
In considering the recommendation of the Company Board that you vote in favour of the Scheme Resolution and the GM Resolution, you should be aware that aside from their interests as Company Shareholders, Oxford Immunotec’s non-employee directors and executive officers have interests in the Acquisition that may be different from, or in addition to those of Company Shareholders generally. Members of the Company Board were aware of and considered these interests, among other matters, in evaluating and negotiating the Implementation Agreement and the Acquisition and in recommending to Company Shareholders that they vote in favour of the Scheme Resolution and the GM Resolution. See the section entitled “Reasons for the Company Board recommendation” in paragraph 5 of Part I (Letter from the Chairman of Oxford Immunotec Global PLC) of this document. These interests are described in more detail and certain of them are quantified in the narrative below.
Material United Kingdom Tax Consequences of the Acquisition (paragraph 4 of Part V (Additional Information), page 62)
The discussion set forth in paragraph 4 of Part V (Additional Information) of this document related to the Material United Kingdom tax consequences of the Acquisition is based on current United Kingdom tax law as applied in England and Wales and HMRC practice (which may not be binding on HMRC) as at the date of this document, both of which are subject to change, possibly with retrospective effect. The discussion applies only to certain categories of Company Shareholders and, in particular, may not apply to (and references to “U.K. holders” will not include) categories of persons to whom special rules apply including (but not limited to) market makers, brokers, charities, dealers in securities, intermediaries, insurance companies, persons who have or could be treated for tax purposes as having acquired their Company Shares by reason of their employment or as holding their Company Shares as carried interest, collective investment schemes, persons subject to U.K. tax on the remittance basis, and persons connected with depositary arrangements or clearance services.
The discussion does not address all possible tax consequences relating to the Scheme (and, without limitation, does not include analysis of tax considerations relating to participation in the Company Share Plans).
No United Kingdom stamp duty or stamp duty reserve tax will be payable by Company Shareholders in respect of the transfer of their Company Shares pursuant to the Scheme.
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Material United States Federal Income Tax Consequences of the Acquisition (paragraph 4 of Part V (Additional Information), page 64)
The Scheme will be a taxable event for U.S. federal income tax purposes. Accordingly, a U.S. Holder (as defined in paragraph 4 of Part V (Additional Information) beginning on page 62) will recognize gain or loss with respect to its Company Shares, measured by the difference between the amount of cash received and such U.S. Holder’s adjusted tax basis in its Company Shares, as applicable.
Company Shareholders should carefully read the section entitled “United States taxation” in paragraph 4 of Part V (Additional Information) beginning on page 64. Tax matters are complicated and the tax consequences of the Scheme to Company Shareholders will depend upon the facts of their respective situations. Accordingly, each Company Shareholder is urged to consult with his, her or its own tax adviser to determine the particular U.S. federal, state, local and non-U.S. tax consequences to it of the Scheme.
No Appraisal Rights (paragraph 13 of Part II (Explanatory Statement), page 52)
If Company Scheme Shareholders approve the Scheme Resolution at the Court Meeting and the Court sanctions the Scheme, then, subject to the Scheme becoming Effective in accordance with its terms, the Scheme will be binding on all Company Shareholders, including those who did not vote or who voted against it at the Court Meeting. If Company Scheme Shareholders approve the Scheme and the Court sanctions the Scheme, no Company Scheme Shareholder will have “dissenters” or “appraisal” rights or otherwise have any right to seek a court appraisal of the value of Company Shares. If the Scheme becomes Effective, all Company Scheme Shareholders will receive the Consideration in respect of each Company Scheme Share that such Company Scheme Shareholder held at the Scheme Record Time.
Non-solicitation Covenant (paragraph 5(xi) of Part I (Letter from the Chairman of Oxford Immunotec Global PLC), page 33, and Clause 10.2 of the Implementation Agreement)
Except as permitted by the Implementation Agreement, between 7 January 2021, and the earlier of the termination of the Implementation Agreement in accordance with its terms and the Effective Date, Oxford Immunotec and its subsidiaries will not, and will not authorize or permit any of their directors, officers, employees, agents and advisors and financial advisors to directly or indirectly:
solicit, initiate, or knowingly encourage or knowingly facilitate (including by way of furnishing information) any inquiries regarding, or the making of any proposal or offer that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal (as defined in the Implementation Agreement);
engage in, continue or otherwise participate in any discussions (other than to state that they are not permitted to have discussions) or negotiations regarding, or furnish to any other person any information or data in connection with, or for the purpose of soliciting or knowingly encouraging or knowingly facilitating, an Acquisition Proposal or any proposal or offer that could reasonably be expected to lead to an Acquisition Proposal; or
enter into any letter of intent, implementation agreement, co-operation agreement, acquisition agreement, agreement in principle or similar agreement with respect to an Acquisition Proposal or any proposal or offer that would reasonably be expected to lead to an Acquisition Proposal.
However, if between 7 January 2021, and the earlier of (i) the termination of the Implementation Agreement in accordance with its terms and (ii) the Effective Date, Oxford Immunotec receives an unsolicited bona fide written Acquisition Proposal (that did not result from a material breach of the non-solicitation provisions of the Implementation Agreement), and if the Company Board determines in good faith, after consultation with its financial advisors and outside legal counsel, that such Acquisition Proposal constitutes or is reasonably likely to lead to a Superior Proposal (as defined in the Implementation Agreement) and the failure to take such action would be in breach of their fiduciary duties or would violate their obligations under the Companies Act 2006, then Oxford Immunotec and its representatives may take the following actions:
furnish, pursuant to an acceptable confidentiality agreement, information (including non-public information) with respect to Oxford Immunotec and its subsidiaries to the person who has made such Acquisition Proposal (provided, that Oxford Immunotec shall, as promptly as practicable, provide to PerkinElmer any information to the extent not previously provided to PerkinElmer or its representatives); and
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engage in or otherwise participate in discussions or negotiations regarding such Acquisition Proposal for so long as Oxford Immunotec and its representatives reasonably believe it constitutes or is reasonably likely to lead to a Superior Proposal.
Changes in Board Recommendation (paragraph 7 of Part V (Additional Information), page 67, and Clauses 10.3.2 and 10.3.3 of the Implementation Agreement)
The Company Board has unanimously recommended that Company Shareholders vote in favour of the Scheme and the Resolutions. The Implementation Agreement permits the Company Board to change its recommendation only in certain limited circumstances, as described below.
At any time between 7 January 2021 and the earlier of (i) the Effective Date and (ii) the termination of the Implementation Agreement in accordance with its terms, if Oxford Immunotec or any of its subsidiaries receives an unsolicited bona fide written Acquisition Proposal that did not result from a breach of Oxford Immunotec’s no solicitation obligations (as described further in paragraph 5(xi) of Part I (Letter from the Chairman of Oxford Immunotec Global PLC)) and which has not been withdrawn, and, after consultation with its financial advisors and outside legal counsel the Company Board determines in good faith that such Acquisition Proposal is a Superior Proposal, (a) the Company Board may make a Company Adverse Change Recommendation (as defined in the Implementation Agreement) and/or (b) Oxford Immunotec may terminate the Implementation Agreement and enter into a definitive agreement to provide for such Superior Proposal, subject to paying the US$5.9 million compensatory payment due to PerkinElmer under the terms of the Implementation Agreement, in each case if and only if, prior to any such Company Adverse Change Recommendation and/or terminating the Implementation Agreement:
Oxford Immunotec must have given PerkinElmer at least four Business Days’ prior written notice of its intention to consider making such a Company Adverse Change Recommendation, during which period PerkinElmer shall be given the opportunity to negotiate in good faith with respect to any revisions to the terms of the Acquisition or another proposal by PerkinElmer so that the terms proposed by PerkinElmer are at least as favourable as the competing proposal (and in the event of any material revision or material modification to an Acquisition Proposal or another proposal proposed by PerkinElmer on terms at least as favourable as a competing Acquisition Proposal, the Company must satisfy the notice requirement described above with a new written notice to PerkinElmer, and comply with the requirements described above (but any such subsequent notice period will only be three Business Days));
Oxford Immunotec must also promptly provide to PerkinElmer information with respect to such acquisition proposal in accordance with the terms of the Implementation Agreement, including the material terms and conditions of any such Superior Proposal and keep PerkinElmer reasonably informed of material developments.
At the end of such period, if PerkinElmer has not elected to negotiate in good faith with respect to any revisions to the terms of the Acquisition or has not made another proposal such that the terms proposed by PerkinElmer are at least as favourable as the competing Acquisition Proposal, the Company Board may make a Company Adverse Change Recommendation if it has determined in good faith, after consultation with its financial advisors and outside legal counsel, that the failure to do so would reasonably be expected to result in a breach of their fiduciary duties or reasonably be expected to violate their obligations under the Act; and
If the Company intends to terminate the Implementation Agreement to enter into an agreement with respect to such Superior Proposal, the Company shall have complied with the termination provisions of the Implementation Agreement, including the payment of the compensatory payment described above.
The Company Board may also make a Company Adverse Change Recommendation if, after consultation with its financial advisors and outside legal counsel, the Company Board has determined, in good faith, that the failure to make a Company Adverse Change Recommendation in response to an Intervening Event (as defined in the Implementation Agreement) would reasonably be expected to result in a breach of their fiduciary duties or would reasonably be expected to violate their obligations under the Act; provided that, prior to any such Company Adverse Change Recommendation, (i) Oxford Immunotec must have given PerkinElmer at least four Business Days’ prior written notice of its intention to consider making a Company Adverse Change Recommendation, during which period PerkinElmer shall be given (A) a reasonable opportunity to make adjustments in the terms and conditions of the Implementation Agreement and shall have negotiated in good faith with PerkinElmer with respect thereto during the
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period in each case as would enable the Company Board to proceed with its recommendation in favour of the Implementation Agreement and the Acquisition, and (B) all applicable information with respect to such Intervening Event reasonably requested by PerkinElmer to permit it to propose revisions to the terms of the Acquisition or to make another proposal in response; and (iii) at the end of such period, after giving effect to, and considering, the proposals made by PerkinElmer during such period, if any, after consultation with its financial advisors and legal counsel, the Company Board shall have determined, in good faith, that the failure to make a Company Adverse Change Recommendation in response to such Intervening Event would reasonably be expected to result in a breach of their fiduciary duties or would reasonably be expected to violate their obligations under the Act.
Termination (paragraph 7 of Part V (Additional Information), page 68)
The Implementation Agreement may be terminated in the following circumstances:
(a)
upon agreement in writing between PerkinElmer and Oxford Immunotec at any time prior to the Effective Date;
(b)
by Oxford Immunotec if Oxford Immunotec enters into a definitive agreement with respect to a Superior Proposal (subject to satisfaction of its obligations under the Implementation Agreement);
(c)
by either Oxford Immunotec or PerkinElmer, if any court of competent jurisdiction or other Governmental Authority has issued an injunction, judgment order, rule or decree permanently restraining, enjoining or otherwise prohibiting the consummation of the Acquisition and such injunction having become final and non-appealable;
(d)
by either Oxford Immunotec or PerkinElmer upon the other party’s uncured breach of any representation, warranty, covenant or obligation under the Implementation Agreement which would reasonably be expected to prevent PerkinElmer or Bidco from consummating the Acquisition or which would prevent Oxford Immunotec from satisfying a Condition set out in paragraph 2.1(d) and 2.1(e) in Part A of Part III (Conditions to and Further Terms of the Scheme and the Acquisition) of this document, as applicable;
(e)
by PerkinElmer if:
(i)
a material breach of Oxford Immunotec’s covenants with respect to non-solicitation and the Company Board recommendation (or any adverse change thereof), as set forth in Clauses 10.2 and 10.3 of the Implementation Agreement, occurs;
(ii)
following the Court Meeting or the General Meeting, the Company Board notifies PerkinElmer in writing or publicly states that Oxford Immunotec will not seek the sanctioning of the Scheme by the Court; or
(iii)
the Company Board withdraws or adversely modifies its recommendation of the Acquisition, or fails to reaffirm its recommendation within ten Business Days after either (A) another takeover offer, tender offer or exchange offer for outstanding Company Shares has been commenced by another party, or (B) PerkinElmer so requests such reaffirmation in writing (subject to certain limitations on frequency and timing of such reaffirmation requests);
(f)
by either PerkinElmer or Oxford Immunotec, if the requisite majority of Company Scheme Shareholders do not approve the Scheme Resolution at the Court Meeting, the requisite majority of Company Shareholders do not approve the GM Resolution at the General Meeting, or the Scheme is not sanctioned by the Court at the Court Hearing, and, within ten Business Days of any such event Oxford Immunotec fails to give its consent to implement the Acquisition by way of an Offer rather than the Scheme upon the request of PerkinElmer or PerkinElmer has not requested such consent;
(g)
by either Oxford Immunotec or PerkinElmer, if the Effective Date has not occurred by the Long Stop Date (provided that the right to terminate the Implementation Agreement pursuant to this provision shall not be available to a party whose material breach of the Implementation Agreement has primarily caused the failure of the Effective Date to have occurred by the Long Stop Date).
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Compensatory Payment (paragraph 7 of Part V (Additional Information), page 69)
A compensatory payment equal to US$5.9 million (plus U.K. value added tax (“VAT”), if (a) such VAT is determined by HMRC to be applicable and (b) Oxford Immunotec is entitled to a refund (by credit or repayment) of such VAT from HMRC) is payable by Oxford Immunotec to PerkinElmer in the event that the Implementation Agreement is terminated as a result of:
(i)
Oxford Immunotec entering into a definitive agreement to provide for accept a Superior Proposal upon the terms and subject to the conditions set forth in the Implementation Agreement;
(ii)
a material breach of Oxford Immunotec’s covenants with respect to non-solicitation and the Company Board recommendation (and any adverse change thereof), as set forth in Clauses 10.2 and 10.3 of the Implementation Agreement;
(iii)
following the Court Meeting or the General Meeting, Oxford Immunotec deciding not to seek the sanctioning of the Scheme by the Court;
(iv)
the Company Board making a Company Adverse Change Recommendation (as defined in the Implementation Agreement);
(v)
the Company Board withdrawing or adversely modifying their recommendation of the Acquisition or failing to reaffirm their recommendation under certain circumstances;
(vi)
Oxford Immunotec failing to cure a material breach of any representation, warranty, covenant or obligation under the Implementation Agreement which would prevent Oxford Immunotec from satisfying a Condition set out in paragraph 2.1(d) and 2.1(e) in Part A of Part III (Conditions to and Further Terms of the Scheme and the Acquisition) of this document;
(vii)
the requisite majority of Company Scheme Shareholders not approving the Scheme Resolution at the Court Meeting, the requisite majority of Company Shareholders not approving the GM Resolution at the General Meeting, or the Scheme not being sanctioned by the Court at the Court Hearing, and, within ten Business Days of any such event Oxford Immunotec failing to give its consent to implement the Acquisition by way of an Offer rather than the Scheme upon the request of PerkinElmer or PerkinElmer not requesting such consent; or
(viii)
the Effective Date not occurring by the Long Stop Date;
in each case of clause (vi), (vii) and (viii), if a person shall have informed the Company Board of or shall have publicly disclosed a bona fide acquisition proposal after 7 January 2021 and prior to such termination (which acquisition proposal has not been irrevocably withdrawn (and, in the case of a publicly disclosed acquisition proposal, publicly withdrawn)), and if an acquisition transaction of Oxford Immunotec by another party is completed within twelve months of such termination.
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Delisting, deregistration and re-registration (paragraph 9 of Part I (Letter from the Chairman of Oxford Immunotec Global PLC), page 36)
Prior to the Scheme becoming Effective, a request will be made by Oxford Immunotec to Nasdaq to suspend trading of, and de-list, the Company Shares on Nasdaq, to take effect on, or shortly after, the Effective Date. Subsequently, the Company Shares will be deregistered under the U.S. Exchange Act.
On the Effective Date, Oxford Immunotec will become a subsidiary of Bidco and/or its nominee and it is intended that Oxford Immunotec will be re-registered as a private limited company under the relevant provisions of the Companies Act 2006 as soon as reasonably practicable after the Effective Date.
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QUESTIONS AND ANSWERS ABOUT THE COMPANY SHAREHOLDER MEETINGS AND THE ACQUISITION
The following questions and answers address briefly some questions you may have regarding the Company Shareholder Meetings and the proposals to be voted on at the Company Shareholder Meetings. These questions and answers may not address all of the questions that may be important to you as a Company Shareholder. Please refer to the more detailed information contained elsewhere in this document, the annexes to this document and the documents referred to or incorporated by reference in this document, which you should read carefully and in their entirety. You may obtain the information incorporated by reference into this document without charge by following the instructions under the section entitled “Documents” in paragraph 8 of Part V (Additional Information). Capitalized terms and expressions used in this document, unless expressly defined otherwise, shall have the meanings ascribed thereto in Part VII (Definitions).
Q:
Why am I receiving this document?
A:
On 7 January 2021, Oxford Immunotec entered into an agreement in connection with the acquisition of Oxford Immunotec by PerkinElmer through Bidco, whereby Bidco will acquire the issued and to be issued share capital of Oxford Immunotec for US$591 million in cash by way of a “scheme of arrangement” under Part 26 of the Companies Act 2006. You are receiving this proxy statement in connection with the solicitation of proxies by the Company Board in favour of approval of the Acquisition.
Q:
What is a “scheme of arrangement”?
A:
A “scheme of arrangement” is a Court-sanctioned arrangement between a company and its shareholders, which can be used as a transaction structure to effect a “takeover” or “merger”. If the Scheme becomes Effective, then:
PerkinElmer will pay Company Scheme Shareholders US$22.00 in cash per each Company Scheme Share;
all Company Scheme Shares will be transferred to Bidco; and
the Scheme will be binding on all Company Shareholders, whether or not they voted in support of the Scheme.
Q:
What is the Court Meeting?
A:
In order for the Scheme to become Effective, the Scheme must be approved by Company Shareholders. This approval is obtained at a shareholder meeting convened with the permission of the High Court of Justice in England and Wales referred to as the “Court Meeting”. The purpose of the Court Meeting is to allow the Court to ascertain whether Company Scheme Shareholders are in favour of the Scheme.
Q:
When and where is the Court Meeting?
A:
The Court Meeting will be held remotely via the Virtual Meeting Platform on 26 February 2021, at 10:30 a.m.
If you were a shareholder of record as of the Scheme Voting Record Time, you are entitled and encouraged to remotely attend the Court Meeting. If you do not attend the Court Meeting remotely, you are still entitled to vote at the Court Meeting by appointing a proxy.
If you are a beneficial owner as of the Posting Record Time (as defined below) you are encouraged to remotely attend the meeting. If you wish to vote at the Court Meeting, you must be appointed as a proxy of a shareholder of record.
Q:
What is the General Meeting?
A:
In addition to the approval of the Scheme at the Court Meeting, certain additional resolutions, necessary for Oxford Immunotec to implement the Acquisition are required to be approved at a general meeting of Company Shareholders, referred to as the “General Meeting”.
Q:
When and where is the General Meeting?
A:
The General Meeting will be held remotely via the Virtual Meeting Platform on 26 February 2021, at 11:00 a.m. or, if later, immediately after the conclusion of the Court Meeting. If you were a shareholder of record as of the
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Scheme Voting Record Time, you are entitled and encouraged to remotely attend the Court Meeting. If you do not attend the General Meeting remotely, you are still entitled to vote at the Court Meeting by appointing a proxy. If you are a beneficial owner as of the Posting Record Time, you are encouraged to remotely attend the meeting. If you wish to vote at the General Meeting, you must be appointed as a proxy of a shareholder of record.
Q:
Who is entitled to vote at the Court Meeting and the General Meeting via the Virtual Meeting Platform?
A:
Beneficial Owner - Shares Registered in the Name of a Broker, Bank or Other Nominee: If you hold your Company Scheme Shares or Company Shares through a broker, bank or other nominee at the close of business on 22 January 2021 (“Posting Record Time”), you will need to contact your broker, bank or other nominee in order to submit your voting instructions. Voting instructions should also be provided on the voting instruction card provided by your broker, bank, or other nominee. If you wish to vote at the Court Meeting or General Meeting, you must be appointed as a proxy of a shareholder of record.
Shareholder of Record - Shares Registered in Your Name: If you hold Company Scheme Shares or Company Shares registered in your own name at 5:00 p.m. (London time) on 19 February 2021 (“Scheme Voting Record Time”), you are entitled, subject to compliance with procedures described below, to vote either remotely or by appointing another person or persons as your proxy or proxies to remotely attend and vote in your stead. You are strongly encouraged to appoint “the Chair of the meeting” as your proxy.
The voting functionality will be enabled when the Chair of the relevant Company Shareholder Meeting declares that the polls are open.
Q:
What matters will be voted on at the Company Shareholder Meetings?
A:
At the Court Meeting, Company Scheme Shareholders will vote on the approval of the Scheme.
At the General Meeting, Company Shareholders will vote on a resolution to (i) authorize the Company Board to take all necessary action to carry the Scheme into effect and (ii) amend the Company Articles to ensure that any Company Shares issued after the Scheme Record Time will be subject to the Scheme or otherwise transferred to Bidco, so that no other person will hold Company Shares following the Effective Date. This resolution is referred to as the “GM Resolution” or “Special Resolution”.
Q:
How do I attend the Company Shareholder Meetings via the Virtual Meeting Platform?
A:
If you plan to attend the Court Meeting or General Meeting virtually, you will need to provide proof that you own Company Scheme Shares or Company Shares in order to be admitted to the meeting.
If you were a shareholder of record as of the Scheme Voting Record Time (i.e., you held your shares in your own name as reflected in the records of our transfer agent, Computershare on the Scheme Voting Record Time), you can attend the Court Meeting and the General Meeting by accessing www.virtualshareholdermeeting.com/OXFD2021SM and entering the 16-digit control number on your Form of Proxy.
If you were a beneficial owner as of the Posting Record Time (i.e., you held your shares in an account at a brokerage firm, bank or other similar agent), you can attend the Court Meeting and the General Meeting by accessing www.virtualshareholdermeeting.com/OXFD2021SM and entering the 16-digit control number on your Form of Proxy. Beneficial owners who do not have a control number should contact their brokerage firm, bank, or other nominee.
Q:
Why is Oxford Immunotec having a Virtual Meeting?
A:
The Company Board notes the measures implemented by various governmental authorities and businesses, including the UK Government from time to time in order to address the ongoing COVID-19 pandemic, which, at the date of publication of this document, among other things, prohibit all persons in England from leaving their home or meeting others they do not live with except where necessary, together with any additional and/or alternative measures that may be put in place by governmental authorities, including the UK Government. In light of these measures, together with the uncertainty as to any additional and/or alternative measures that may
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be put in place by the United Kingdom Government, and in order to protect the health and safety of Company Shareholders and Company Directors, we hope that shareholders will understand that the Company Shareholder Meetings will be conducted via a Virtual Meeting Platform and Company Scheme Shareholders, Company Shareholders and other attendees will not be permitted to attend the Court Meeting or the General Meeting in person, save for the Chair and anyone else nominated by the Chair in order to establish a quorum.
Eligible Company Shareholders will be able to participate via the Virtual Meeting Platform, be able to communicate with the Company and ask questions during the Court Meeting and the General Meeting.
Q:
How do I submit a question or an objection via the Virtual Meeting Platform?
A:
During the Court Meeting and General Meeting, shareholders of record as of the Scheme Voting Record Time and registered beneficial owners as of the Posting Record Time may submit questions in real time using the Virtual Meeting Platform. Company Scheme Shareholders can use the same function to submit any written objections they may have to the Scheme at the Court Meeting.
Please note that shareholders will need their unique 16-digit control number which appears on their Form of Proxy in order to access the Virtual Meeting Platform. Beneficial owners who do not have a control number should contact their brokerage firm, bank, or other nominee.
The Chair of the relevant Company Shareholder Meeting will ensure that all such questions and/or any objections (in the case of the Court Meeting) relating to the formal business of the relevant Company Shareholder Meeting are addressed during the relevant Company Shareholder Meeting, unless no response is required to be provided under the Companies Act 2006 or the provision of a response would, at the Chair’s discretion, otherwise be undesirable in the interests of the Company or the good order of the relevant Company Shareholder Meeting.
Q:
What if during the Company Shareholder Meeting, I have technical difficulties or trouble accessing the Virtual Meeting Platform?
If you encounter any difficulties accessing the Virtual Meeting Platform or once you have logged into the meeting, please call the technical support number that will be posted on the Virtual Meeting Platform log-in page.
Q:
What constitutes a quorum for the Company Shareholder Meetings?
A:
In connection with the General Meeting, a quorum will be present if Company Shareholders who hold at least one-third of the issued Company Shares as at the Scheme Voting Record Time are present, either remotely or represented by proxy. As at the close of business on 27 January 2021, the Latest Practicable Date, there were 25,577,834 Company Shares outstanding. Abstentions and broker non-votes will be considered in determining the presence of a quorum at the General Meeting.
In connection with the Court Meeting, there must be a sufficiently large (in the Court’s judgment) number of Company Scheme Shares included in the vote to fairly represent the opinion of Company Scheme Shareholders. Abstentions and broker non-votes will not be considered votes cast and will therefore not have any effect on the outcome of the vote at the Court Meeting.
Q:
What vote of Company Scheme Shareholders is required to approve the Scheme?
A:
At the Court Meeting, the Scheme will be approved by Company Scheme Shareholders if both (i) a majority in number of Company Scheme Shareholders who vote (either remotely or by proxy) at the Court Meeting vote in favour of the Scheme and (ii) Company Scheme Shares representing at least 75 percent in value of the total number of Company Scheme Shares voted (either remotely or by proxy) at the Court Meeting are voted in favour of the Scheme.
In addition to approval by Company Scheme Shareholders at the Court Meeting, approval of the Scheme will also require sanction by the Court. In considering whether to sanction the Scheme, the Court will consider whether there has been a sufficiently large (in the Court’s judgment) number of Company Scheme Shares included in the vote in favour of the Scheme to fairly represent the opinion of Company Scheme Shareholders, in addition to whether the required majority (as described above), is obtained.
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At the General Meeting, the GM Resolution must be approved by Company Shareholders representing at least 75 percent of the votes cast.
Q:
How does the Company Board recommend that I vote?
A:
The Company Board unanimously recommends that you vote in favour of the Scheme at the Court Meeting and in favour of the GM Resolution at the General Meeting.
Q:
How do Company Directors and officers intend to vote?
A:
PerkinElmer has received irrevocable undertakings from all Company Directors and named executive officers, whereby they have agreed to vote or procure votes in favour of the Acquisition at the Company Shareholder Meetings in their capacity as shareholders in respect of their entire beneficial holdings of Company Shares, which amounts to 339,771 Company Shares, representing approximately 1.3 percent of the issued and outstanding ordinary share capital of Oxford Immunotec as at 27 January 2021 (being the Latest Practicable Date).
Q:
What is the Court Hearing?
A:
In addition to the approval of the Scheme by the Company Shareholders at the Court Meeting and the General Meeting, in order for the Scheme to become Effective, the Court must sanction the Scheme at a hearing. This hearing is referred to as the “Court Hearing”.
Q:
When and where is the Court Hearing?
A:
Subject to the approval of Company Shareholders and the prior satisfaction of the Conditions to completion of the Acquisition, the Court Hearing is currently expected to take place in March 2021.
Q:
When is the Acquisition expected to be completed?
A:
As at the date of this document, it is expected that the Acquisition will become Effective and close by the end of the first half of 2021. However, the Acquisition cannot proceed until all of the Conditions are waived (if capable of waiver) or satisfied at or prior to the Long Stop Date in accordance with their respective terms, including the approval of the Scheme at the Court Meeting and the Special Resolution at the General Meeting. The Scheme also requires the sanction by the Court. It is possible that factors outside the control of Oxford Immunotec and PerkinElmer could delay the completion of the Acquisition, or prevent it from being completed at all.
Q:
What happens if the Acquisition is not completed?
A:
If the Scheme is not approved by Company Shareholders, or if the Acquisition does not become Effective for any other reason, the Scheme will lapse and Company Shareholders will not receive any payment for their Company Shares in connection with the Acquisition. Instead, Oxford Immunotec will remain a public company, and Company Shares will continue to be registered under the U.S. Exchange Act. In the event that either Oxford Immunotec or PerkinElmer terminates the Implementation Agreement, then, in certain circumstances, Oxford Immunotec will pay PerkinElmer a compensatory payment in an amount equal to US$5.9 million.
Q:
What do I need to do now? How do I vote my Company Shares?
A:
If you hold shares in “street name”: If you hold your Company Scheme Shares or Company Shares through a broker, bank or other nominee you will need to contact your broker, bank or other nominee in order to submit your voting instructions for both the Court Meeting and the General Meeting. Voting instructions should also be provided on the voting instruction card provided by your broker, bank, or other nominee.
If you are a “shareholder of record”: If you hold Company Scheme Shares or Company Shares registered in your own name, you are entitled to attend the Court Meeting and the General Meeting to vote either remotely or to appoint another person or persons as your proxy or proxies to attend and vote in your stead, in accordance with the procedures further outlined in this document. You are strongly encouraged to appoint “the Chair of the meeting” as your proxy.
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Internet voting
You can make a proxy appointment via the internet at www.proxyvote.com prior to the relevant Company Shareholder Meeting. To do so, you will need to access www.proxyvote.com and follow the instructions to obtain your records and to create an electronic voting instruction form. Once obtained, you will immediately be able to vote. For an internet proxy appointment to be valid, the appointment must be received no later than 10:30 a.m. on 24 February 2021, in the case of the Court Meeting, and by no later than 11:00 a.m. on 24 February 2021, in the case of the General Meeting (or, in the case of any adjournment, no later than 48 hours (excluding any part of a day that is not a Business Day) before the time appointed for the holding of the adjourned meeting).
Telephone voting
You can make a proxy appointment via the telephone prior to the relevant Company Shareholder Meeting. To do so, you will need to call +1-800-690-6903 using any touch-tone telephone. For a telephone proxy appointment to be valid, the appointment must be received no later than 10:30 a.m. on 24 February 2021, in the case of the Court Meeting, and by no later than 11:00 a.m. on 24 February 2021, in the case of the General Meeting (or, in the case of any adjournment, no later than 48 hours (excluding any part of a day that is not a Business Day) before the time appointed for the holding of the adjourned meeting).
You are strongly encouraged to sign and return both Forms of Proxy for the Court Meeting and the General Meeting as soon as possible.
Q:
Can I change my vote or revoke my proxy appointment?
A:
Any person submitting a Form of Proxy pursuant to this solicitation has the power to revoke and change it before it is voted.
If you are a Company Shareholder of record, you may revoke your proxy appointment at any time no later 48 hours (excluding any part of a day that is not a Business Day) before the Court Meeting or the General Meeting, as applicable, by:
submitting a new Form of Proxy with a later date, by using the internet or telephone or electronic proxy submission procedures described herein, or by completing, signing, dating and returning a new Form of Proxy by mail post to Broadridge Financial Solutions Inc. (“Broadridge”); or
delivering a written notice of revocation by mail to Broadridge at Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717, USA.
Please note, however, that only your last validly delivered or received proxy appointment will count (regardless of its date or of the date of its execution). You may also revoke your proxy appointment by remotely attending the Court Meeting and/or the General Meeting and voting. Remotely attending the Court Meeting or General Meeting without voting or taking one of the actions described above will not in itself revoke your proxy appointment.
If you hold your Company Shares indirectly through a broker, bank or other nominee, you will need to follow the instructions provided to you by your broker, bank or other nominee in order to revoke your proxy or submit new voting instructions. If you hold your Company Shares indirectly, you may also revoke a prior proxy appointment by remotely voting at the Court Meeting and/or General Meeting if you obtain a Form of Proxy executed in your favour from your broker, bank or other nominee in order to be able to vote remotely at such meeting.
Q:
Who counts the votes?
A:
Broadridge has been engaged as our independent agent to tabulate shareholder votes. If you are a shareholder of record at the Scheme Voting Record Time, your executed Form of Proxy is returned directly to Broadridge for tabulation. If you hold your shares through a broker as of the Posting Record Time, your broker will return one (or more) Forms of Proxy to Broadridge on behalf of all of its clients.
Q:
What happens if I do not vote or if I abstain from voting on the proposals?
A:
If you are the registered holder of Company Shares and do not vote by appointing another person as your proxy
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to remotely attend and vote in your stead, your shares will not be counted for purposes of determining whether a quorum is present at the General Meeting or for calculating the proportion of votes “For” and “Against” at either of the Company Shareholder Meetings.
If your Company Shares are held by a broker, bank or other nominee, you will need to contact your broker, bank or other nominee in order to confirm the answer to this question. However, if you do not instruct your broker, bank or other nominee how to vote your shares, your shares will not be counted for purposes of calculating the proportion of votes “For” and “Against” at the Company Shareholder Meetings. When a bank, broker or other nominee refrains from voting your shares on a particular proposal because the bank, broker or other nominee has not received your instructions and has discretionary authority to vote on the “routine” matters to be considered, it is called a “broker non-vote.” Because there are no routine matters to be considered at the Company Shareholder Meetings, there should be no broker non-votes.
There is an “Abstain” option to enable you to abstain on the GM Resolution at the General Meeting. An “Abstain” will count towards the quorum at the General Meeting, however an “Abstain” is not a vote in law and will not be counted in the calculation of the proportion of votes “For” and “Against” the GM Resolution at the General Meeting.
Q:
Why did I receive more than one Form of Proxy?
A:
You will receive separate Forms of Proxy for voting on approval of the Scheme at the Court Meeting and for voting on the GM Resolution at the General Meeting.
Q:
What happens if I sell my Company Scheme Shares before completion of the Acquisition?
A:
In order to receive the Consideration of US$22.00 per Company Scheme Share, you must hold your Company Scheme Shares at the Scheme Record Time. Consequently, if you transfer your shares before the Scheme Record Time, you will have transferred your right to receive the Consideration.
The Scheme Voting Record Time and the Posting Record Time, which determine the Company Shareholders entitled to vote at the Company Shareholder Meetings, are earlier than the consummation of the Acquisition. If you transfer your Company Scheme Shares after the Scheme Voting Record Time but prior to the Scheme Record Time, you will retain any rights you hold to vote at the Company Shareholder Meetings but not the right to receive the Consideration. Only the beneficial owners who own Company Scheme Shares at the Posting Record Time retain any rights to vote at the Company Shareholder Meetings.
Q:
How do you solicit proxies?
A:
Oxford Immunotec will solicit proxies and will bear the entire cost of this solicitation. The initial solicitation of proxies may be supplemented by additional mail communications and by telephone, e-mail, Internet and personal solicitation by our directors, officers or other employees. No additional compensation for soliciting proxies will be paid to our directors, officers or other employees for their proxy solicitation efforts. We also reimburse brokerage firms and other custodians, nominees and fiduciaries for their expenses in sending these materials to shareholders who hold shares in street name.
The Company has retained Georgeson LLC (“Georgeson”), a proxy solicitation firm, to assist the Company Directors in the solicitation of proxies for the Company Shareholder Meetings. The Company expects to pay Georgeson, estimated to be US$15,000, plus reimbursement of out-of-pocket expenses. Proxies may be solicited by mail, personal interview, e-mail, telephone, or via the internet by Georgeson or, without additional compensation, by certain Company Directors, officers and employees.
Q:
Should I send in my share certificates or other evidence of ownership now?
A:
Yes, please send your certificates now.
To receive their Consideration, Company Scheme Shareholders who are stockholders of record are required to return their share certificates to our transfer agent, Computershare. If you would like to be paid automatically upon the Effective Date, please send your certificates to Computershare now and ask that they be deposited into your account for safe keeping. Alternatively, following the Effective Date, Computershare will mail a Letter of Transmittal to all shareholders still holding physical certificates to facilitate their surrender and the distribution
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of their Consideration in connection with the Scheme. You may deliver your certificates to Computershare by regular mail to Computershare, P.O. Box 505005, Louisville, KY 40233, USA, or by overnight mail to Computershare, 462 South 4th Street, Suite 1600, Louisville, KY 40202, USA. If you cannot locate your share certificate please call Computershare at+1-855-895-7224 or +1-732-491-0756, Monday to Friday (except public holidays in the United States) between 8:30 a.m. and 6:00 p.m. EST.
Q:
Where can I find more information about Oxford Immunotec?
A:
You can find more information about Oxford Immunotec from the various sources described in the section entitled “Documents” in paragraph 8 of Part V (Additional Information).
Q:
Can I access these materials on the Internet?
A:
These materials can be found at Oxford Immunotec’s website, www.OxfordImmunotec.com.
Q:
Who can help answer my other questions?
A:
You can contact the Oxford Immunotec Shareholder Helpline on +1-866-232-3037 (within the U.S., U.S. Territories and Canada), +1-720-358-3640 (outside the U.S., U.S. Territories and Canada). Lines are open Monday to Friday (except public holidays in the United States) between 8:00 a.m. and 7:00 p.m. EST.
If your broker, bank or other nominee holds your shares, you may also call your broker, bank or other nominee for additional information.
Q:
Who is the transfer agent and registrar?
A:
As noted above, Oxford Immunotec’s transfer agent is Computershare. All communications concerning shareholder of record accounts, including address changes, name changes, share transfer requirements and similar issues can be handled by contacting our transfer agent at +1-855-895-7224 (within the U.S., U.S. Territories and Canada), +1-732-491-0756 (outside the U.S., U.S. Territories and Canada), or in writing by regular mail to Computershare, P.O. Box 505005, Louisville, KY 40233, USA, or by overnight mail to Computershare, 462 South 4th Street, Suite 1600, Louisville, KY 40202, USA.
Q:
What is householding?
A:
The SEC has adopted rules that permit companies and intermediaries such as brokers to satisfy delivery requirements for proxy statements and annual reports with respect to two or more shareholders sharing the same address by delivering a single proxy statement or annual report, as applicable, addressed to those shareholders. This process, which is commonly referred to as “householding,” potentially provides extra convenience for shareholders and cost savings for companies.
Oxford Immunotec has elected to implement the SEC’s householding rules. Accordingly, only one copy of this document is being delivered to Company Shareholders residing at the same address, unless such shareholders have notified the Company of their desire to receive multiple copies.
If you are a Company Shareholder and, at any time, you no longer wish to participate in householding and would prefer to receive a separate document, or if you are receiving multiple copies of this document and wish to receive only one, please call Georgeson, the proxy solicitation firm for the Company, at +1-888-658-5755 and by email at information@georgeson.com.
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PART I
LETTER FROM THE CHAIRMAN OF OXFORD IMMUNOTEC GLOBAL PLC

(incorporated in England and Wales with registered number 08654254)
Directors:
Registered office
Ronald Andrews
94c Innovation Drive
Patrick Balthorp, Sr.
Milton Park
Mark Klausner
Abingdon
Patricia Randall
Oxfordshire, OX14 4RZ
Herman Rosenman
 
Richard Sandberg
 
James Tobin
 
Andrew Walton
 
Peter Wrighton-Smith
 
 
29 January 2021
On behalf of Oxford Immunotec Global plc. to all Company Shareholders and, for information only, to holders of options or awards under the Company Share Plans and to all persons with information rights
Dear Shareholder
RECOMMENDED CASH ACQUISITION
of
OXFORD IMMUNOTEC GLOBAL PLC
by
PERKINELMER (UK) HOLDINGS LIMITED
1.
Introduction
On 7 January 2021, the Company and PerkinElmer announced that they had agreed to the terms of a recommended cash offer pursuant to which Bidco (a wholly-owned subsidiary of PerkinElmer) will acquire the entire issued and to be issued share capital of the Company. It is intended that the Acquisition will be implemented by way of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act 2006.
I am writing to you on behalf of the Company Board to explain the background to, to set out a summary of, the terms and conditions of the Acquisition, to explain why the Company Directors consider the terms of the Acquisition to be fair and reasonable and why the Company Directors are unanimously recommending that you vote in favour of the Scheme Resolution at the Court Meeting and vote in favour of the GM Resolution at the General Meeting, both of which will be held on 26 February 2021. The Court Meeting will start at 10:30 a.m. and the General Meeting will start at 11:00 a.m. (or as soon thereafter as the Court Meeting has concluded or has been adjourned, if later).
This letter also explains the actions you are now asked to take. Further details of the Scheme are set out in Part II (Explanatory Statement) of this document.
2.
Summary of the terms of the Acquisition
The Acquisition will be implemented by way of a Court-sanctioned scheme of arrangement between the Company and the Company Scheme Shareholders under Part 26 of the Companies Act 2006. The approval of the Scheme Resolution by Company Scheme Shareholders at the Court Meeting, the passing of the GM Resolution by Company Shareholders at the General Meeting and the sanction of the Court are each required.
Upon the Scheme becoming Effective, which is subject to the Conditions and further terms set out in Part III (Conditions to and Further Terms of the Scheme and the Acquisition) of this document, the Company Scheme Shareholders will receive, in accordance with the terms of the Scheme:
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US$22.00 in cash for each Company Scheme Share held at the Scheme Record Time
The terms of the Acquisition values the Company’s entire issued and to be issued share capital (as at the Latest Practicable Date) at approximately US$591 million and represents a premium of approximately: (i) 28.3 per cent. to the closing stock price per Company Share of US$17.15 on 5 January 2021 (being the last practicable date prior to the date of the Announcement); and (ii) 53.5 per cent. to the 90 trading day volume-weighted average price per Company Share of US$14.34 for the period from 8 October 2020 to 5 January 2021 (being the last practicable date prior to the date of the Announcement). In addition, the terms of the Acquisition represent a premium of 99.2 per cent to the Company’s enterprise value calculated using the 90 trading day volume weighted average price for the period from 8 October 2020 to 5 January 2021.
Bidco is a private limited company, which was duly incorporated in April 1999 under the laws of England and Wales. Its registered office is Chalfont Road, Seer Green, Beaconsfield, Buckinghamshire, United Kingdom, HP9 2FX. Bidco’s principal activity is that of an intermediate holding company and its subsidiaries are engaged in the development, manufacture and sale of life science and diagnostic products and services.
Upon the Scheme becoming Effective, Bidco and/or its nominee (including any DR Nominee) will acquire the Company Scheme Shares for the Consideration with full title guarantee, fully paid up, free from all liens, equitable interests, charges, encumbrances, rights of pre-emption and any other third party rights or interests whatsoever and together with all rights existing at the Effective Date or thereafter attaching thereto, including voting rights and entitlement to receive and retain all dividends and/or other distributions declared, paid or made by the Company in respect of the Company Scheme Shares by reference to a record date falling on or after the Effective Date.
If any dividend or other distribution in respect of the Company Scheme Shares is declared, paid or made on or after the date of this document, Bidco reserves the right to reduce the consideration payable for each Company Share under the terms of the Acquisition by the amount per Company Scheme Share of such dividend or distribution.
On the Effective Date, the Company will become a subsidiary of Bidco and/or its nominee and will be re-registered as a private limited company as soon as reasonably practicable after the Effective Date.
As further described in paragraph 10 of this Part I (Letter from the Chairman of Oxford Immunotec Global PLC) of this document, the Takeover Code does not apply to the Acquisition.
The Acquisition remains subject to the Conditions and further terms set out in full in Part III (Conditions to and Further Terms of the Scheme and the Acquisition) of this document. The Acquisition is conditional, amongst other things, upon:
(i)
the Scheme becoming Effective by the Long Stop Date;
(ii)
the Scheme Resolution having been approved at the Court Meeting by a majority in number of those Company Scheme Shareholders who are on the register of members of the Company at the Scheme Voting Record Time, representing not less than 75 per cent. in value of the Company Scheme Shares held by those Company Scheme Shareholders, in each case present, entitled to vote and voting, either remotely or by proxy;
(iii)
the GM Resolution having been approved by Company Shareholders on the register of members of the Company at the Scheme Voting Record Time representing at least 75 per cent. of the votes cast, either remotely or by proxy, at the General Meeting;
(iv)
the Scheme having been sanctioned by the Court with or without modification (but subject to any such modification being acceptable to the Company and Bidco); and
(v)
a copy of the Court Order having been delivered to the Registrar of Companies.
The Acquisition does not require the approval of PerkinElmer’s shareholders.
At this stage, subject to the approval and availability of the Court (which is subject to change), and subject to the satisfaction (or, where applicable, waiver) of the Conditions, PerkinElmer expects that the Scheme will become Effective in March 2021.
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3.
Background to, and reasons for, the Acquisition
PerkinElmer is a global leader in the life sciences and diagnostics industry offering a broad portfolio of products, services and solutions for the diagnostics, life sciences, food and applied markets. PerkinElmer is focused on serving attractive end markets, improving its product mix, enhancing geographic reach and strengthening its technological capabilities.
The proposed acquisition of the Company by PerkinElmer will bring a number of benefits, which will further drive growth and value in the following ways, among others:
The combination of PerkinElmer’s channel expertise and leading workflow and testing capabilities with the Company’s leading proficiencies in T cell immunology with its proprietary test kits for latent tuberculosis will create better solutions for customers around the world.
Following the Acquisition, PerkinElmer will broaden its infectious disease solutions portfolio with market-leading tuberculosis offerings.
Following discussions with a range of parties on a variety of potential strategic transactions, the Company Directors determined that the proposal from PerkinElmer was the most attractive due to several factors including the Acquisition terms and likelihood of completion (as further described in paragraph 5 of this Part I (Letter from the Chairman of Oxford Immunotec Global PLC) of this document).
Following completion of the negotiation of the Implementation Agreement (as further described in paragraph 5 of this Part I (Letter from the Chairman of Oxford Immunotec Global PLC) of this document), the Company Board now considers that the Acquisition is likely to promote the success of the Company for the benefit of the Company Shareholders taken as a whole and accordingly entered into the Implementation Agreement on 7 January 2021.
4.
Opinion of the Company’s Financial Adviser and Certain Financial Forecasts prepared by Company management
Oxford Immunotec retained Perella Weinberg UK Limited (“Perella Weinberg UK”) to act as its financial adviser in connection with the Acquisition. Oxford Immunotec selected Perella Weinberg UK based on its qualifications, expertise and reputation and its knowledge of the business and affairs of Oxford Immunotec and the industry in which Oxford Immunotec conducts its businesses. Perella Weinberg UK and its affiliate Perella Weinberg Partners LP (collectively with Perella Weinberg UK,“Perella Weinberg”), as part of their investment banking business, are continually engaged in performing financial analyses with respect to businesses and their securities in connection with mergers and acquisitions, leveraged buyouts and other transactions as well as for corporate and other purposes.
On 6 January 2021, Perella Weinberg Partners LP rendered its oral opinion, subsequently confirmed in writing, to the Company Board that, as of such date and based upon and subject to the various assumptions made, procedures followed, matters considered and qualifications and limitations set forth therein, the Consideration of US$22.00 per share in cash to be received by the holders of Company Scheme Shares in the Acquisition pursuant to the Implementation Agreement was fair, from a financial point of view, to such holders.
The full text of Perella Weinberg’s written opinion, dated 6 January 2021 which sets forth, among other things, the assumptions made, procedures followed, matters considered and qualifications and limitations on the review undertaken by Perella Weinberg, is attached hereto as Annex B and is incorporated by reference herein. Perella Weinberg’s opinion does not address Oxford Immunotec’s underlying business decision to enter into the Acquisition or the relative merits of the Acquisition as compared with any other strategic alternative which may be available to Oxford Immunotec. Perella Weinberg’s opinion was not intended to be and does not constitute a recommendation to any holder of Company Shares as to how such holder should vote, make any election or otherwise act with respect to the proposed Acquisition (including whether or not to tender any Company Shares in an Offer) or any other matter. Perella Weinberg’s opinion does not in any manner address the prices at which Company Shares will trade at any time. In addition, Perella Weinberg expressed no opinion as to the fairness of the Acquisition to, or any consideration received in connection with the Acquisition by, the holders of any other class of securities, creditors or other constituencies of Oxford Immunotec. Perella Weinberg provided its opinion for the
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information and assistance of the Company Board in connection with, and for the purposes of its evaluation of, the Acquisition. The summary of the written opinion of Perella Weinberg is qualified in its entirety by reference to the full text of the written opinion attached as Annex B.
In connection with rendering its opinion and performing its related financial analyses, Perella Weinberg, among other things:
reviewed certain publicly available financial statements and other business and financial information with respect to Oxford Immunotec, including equity research analyst reports;
reviewed certain internal financial statements, analyses, forecasts (the “Company Forecasts”), and other financial and operating data relating to the business of Oxford Immunotec, in each case, prepared by management of Oxford Immunotec;
discussed the past and current operations, financial condition and prospects of Oxford Immunotec with management of Oxford Immunotec;
compared the financial performance of Oxford Immunotec with that of certain publicly-traded companies which Perella Weinberg believed to be generally relevant;
compared the financial terms of the proposed Acquisition with the publicly available financial terms of certain transactions which Perella Weinberg believed to be generally relevant;
reviewed the historical trading prices for the Company Scheme Shares and compared such prices with those of securities of certain publicly-traded companies which Perella Weinberg believed to be generally relevant;
participated in discussions among representatives of Oxford Immunotec and the PerkinElmer Group and their respective advisers;
reviewed a draft of the Implementation Agreement marked “Execution Version”; and
conducted such other financial studies, analyses and investigations, and considered such other factors, as Perella Weinberg deemed appropriate.
In arriving at its opinion, Perella Weinberg assumed and relied upon, without independent verification, the accuracy and completeness of the financial and other information supplied or otherwise made available to it (including information that was available from generally recognized public sources) for purposes of its opinion and further relied upon the assurances of the management of Oxford Immunotec that, to their knowledge, the information furnished by Oxford Immunotec for purposes of Perella Weinberg’s analysis did not contain any material omissions or misstatements of material fact. With respect to the Company Forecasts, Perella Weinberg was advised by the management of Oxford Immunotec, and assumed, with the Company Board’s consent, that the Company Forecasts had been reasonably prepared and represent the best currently available estimates and good faith judgments of the management of Oxford Immunotec as to the future financial performance of Oxford Immunotec and the other matters covered thereby. Perella Weinberg expressed no view as to the assumptions on which the Company Forecasts were based. See “Certain Financial Forecasts” for a description of the Company Forecasts.
In arriving at its opinion, Perella Weinberg did not make any independent valuation or appraisal of the assets or liabilities (including any contingent, derivative or off-balance-sheet assets and liabilities) of Oxford Immunotec, nor was it furnished with any such valuations or appraisals. Perella Weinberg did not assume any obligation to conduct, nor did it conduct, any physical inspection of the properties or facilities of Oxford Immunotec. In addition, Perella Weinberg did not evaluate the solvency of any party to the Implementation Agreement (or the effect of the Acquisition thereon), including under any applicable laws relating to bankruptcy, insolvency or similar matters. In arriving at its opinion, Perella Weinberg also assumed that the final executed Implementation Agreement would not differ from the form of Implementation Agreement that it reviewed in any respect material to its analysis and that the Acquisition would be consummated in accordance with the terms set forth in the Implementation Agreement, without modification, waiver or delay in any respect material to its analysis. In addition, Perella Weinberg assumed that in connection with the receipt of all the necessary approvals
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of the Acquisition, no delays, limitations, conditions or restrictions would be imposed that could have an adverse effect on the contemplated benefits expected to be derived in the Acquisition in any way meaningful for its analysis. Perella Weinberg relied as to all legal matters relevant to rendering its opinion upon the advice of counsel.
Perella Weinberg’s opinion addressed only the fairness from a financial point of view, as of the date thereof, of the Consideration of US$22.00 per share in cash to be received by the holders of Company Scheme Shares pursuant to the Acquisition. Perella Weinberg was not asked to, and it did not, offer any opinion as to any other term of the Implementation Agreement, any other document contemplated by or entered into in connection with the Implementation Agreement or the Acquisition, the form or structure of the Acquisition (including whether effected pursuant to the Scheme or an Offer) or the likely timeframe in which the Acquisition would be consummated. In addition, Perella Weinberg expressed no opinion as to the fairness of the amount or nature of any compensation to be received by any officers, directors or employees of any parties to the Acquisition, or any class of such persons, whether relative to the Consideration of US$22.00 per share to be received by the holders of Company Scheme Shares pursuant to the Acquisition or otherwise. Perella Weinberg did not express any opinion as to any tax or other consequences that may result from the transactions contemplated by the Implementation Agreement or any other related document, nor did its opinion address any legal, tax, regulatory or accounting matters, as to which it understood Oxford Immunotec had received such advice as it deemed necessary from qualified professionals. Perella Weinberg’s opinion did not address the underlying business decision of Oxford Immunotec to enter into the Acquisition or the relative merits of the Acquisition as compared with any other strategic alternative which may have been available to Oxford Immunotec.
Perella Weinberg’s opinion was necessarily based on financial, economic, market and other conditions as in effect on, and the information made available to it as of, the date of its opinion. It should be understood that subsequent developments may affect Perella Weinberg’s opinion and the assumptions used in preparing it, and Perella Weinberg does not have any obligation to update, revise, or reaffirm its opinion. The issuance of Perella Weinberg’s opinion was approved by a fairness opinion committee of Perella Weinberg.
Summary of Material Financial Analyses
The following is a summary of the material financial analyses performed by Perella Weinberg and reviewed with the Company Board in connection with Perella Weinberg’s opinion and does not purport to be a complete description of the financial analyses performed by Perella Weinberg. The order of analyses described below does not represent the relative importance or weight given to those analyses by Perella Weinberg. Some of the summaries of the financial analyses include information presented in tabular format. In order to fully understand Perella Weinberg’s financial analyses, the tables must be read together with the text of each summary. The tables alone do not constitute a complete description of the financial analyses. Considering the data below without considering the full narrative description of the financial analyses, including the methodologies and assumptions underlying the analyses, could create a misleading or incomplete view of Perella Weinberg’s financial analyses.
Selected Publicly Traded Companies Analysis
Perella Weinberg reviewed and compared certain financial information for Oxford Immunotec with corresponding financial information, ratios and public market multiples for 14 publicly held companies in the Diagnostics and Life Sciences industry described below (the “Selected Publicly Traded Companies”). Although none of the following companies is identical to Oxford Immunotec, Perella Weinberg selected these companies because they had publicly traded equity securities and were deemed to be similar to Oxford Immunotec in one or more respects, including operating in the Diagnostics and Life Sciences industry. Perella Weinberg selected the companies used in the analysis on the basis of its experience and knowledge of companies in the industry and various factors, including the size of the company and the similarity of the lines of business to Oxford Immunotec’s lines of business, as well as the business models, service offerings and end-market exposure of such companies.
For each of the Selected Publicly Traded Companies, Perella Weinberg calculated and compared financial information and various financial market multiples and ratios based on company filings for historical information and consensus third party research estimates from FactSet for forecasted information. For Oxford Immunotec, Perella Weinberg made calculations based on company filings for historical information and the
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Company Forecasts for forecasted information. Information for (i) Qiagen N.V. was calculated on a pro forma basis for a US$500M convertible notes issuance, (ii) EKF Diagnostics Holdings plc was calculated on a pro forma basis for the sale of shares in Renalytix AI plc, (iii) Hologic, Inc. was calculated on a pro forma basis for the acquisition of Biotheranostics, Inc. and (iv) Meridian Bioscience, Inc. was calculated on a pro forma basis for the acquisition of Exalenz Bioscience Ltd. With respect to Oxford Immunotec and each of the Selected Publicly Traded Companies, Perella Weinberg reviewed enterprise value (“EV”) as of 5 January 2021 as a multiple of 2021 estimated revenue and 2022 estimated revenue. In addition, Perella Weinberg calculated the same multiples based upon the Consideration of US$22.00 per Company Scheme Share. No broker estimates were available for Meridian Bioscience, Inc. for 2022. The results of these analyses are summarized in the following table:
 
EV/Revenue Multiple
 
2021E
2022E
Selected Publicly Traded Companies
 
 
bioMérieux SA
4.4x
4.3x
Bio-Rad Laboratories, Inc.
3.5x
3.3x
CareDx, Inc.
14.9x
12.8x
EKF Diagnostics Holdings plc
5.8x
6.1x
GenMark Diagnostics, Inc.
6.1x
5.5x
Hologic, Inc.
4.7x
5.7x
Luminex Corporation
2.5x
2.4x
Meridian Bioscience, Inc.
3.1x
NA
OraSure Technologies, Inc.
2.6x
3.0x
Qiagen N.V.
6.3x
6.6x
Quidel Corporation
2.5x
8.2x
T2 Biosystems, Inc.
5.1x
3.9x
Trinity Biotech PLC
1.7x
1.6x
Veracyte, Inc.
17.6x
14.2x
Median
4.6x
5.5x
Oxford Immunotec – Company Forecasts
 
 
At January 5, 2021
3.4x
2.9x
At US$22.00
5.0x
4.3x
Based on the multiples of enterprise value to estimated 2021 revenue described above, Perella Weinberg’s analyses of the various Selected Publicly Traded Companies and on professional judgments made by Perella Weinberg with respect to, among other things, the financial performance and competitive positioning of Oxford Immunotech and the Selected Publicly Traded Companies, Perella Weinberg applied a range of multiples of 3.5x to 4.5x to estimated 2021 revenue of Oxford Immunotec using the Company Forecasts to derive ranges of estimated implied values of approximately $17.45 to $20.53 per share. Perella Weinberg compared these ranges to the Consideration of US$22.00 per Company Scheme Share in cash to be received by the holders of Company Scheme Shares pursuant to the Implementation Agreement.
Although the Selected Publicly Traded Companies were used for comparison purposes, no business of any Selected Publicly Traded Companies was either identical or directly comparable to Oxford Immunotec’s business. Accordingly, Perella Weinberg’s comparison of Selected Publicly Traded Companies and analysis of the results of such comparisons was not purely mathematical, but instead necessarily involved complex considerations and judgments concerning differences in financial and operating characteristics and other factors that could affect the relative values of the Selected Publicly Traded Companies.
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Selected Transactions Analysis
Using publicly available information, Perella Weinberg reviewed the financial terms of selected precedent transactions (the “Selected Transactions”) involving companies that operated in, or were exposed to, the Diagnostics and Life Sciences industry announced between May 2011 and March 2020. Perella Weinberg selected these transactions in the exercise of its professional judgment and experience because Perella Weinberg deemed them to be most similar in size, scope and impact on the industry to Oxford Immunotec or otherwise relevant to the Acquisition.
For each of the Selected Transactions, Perella Weinberg calculated and compared the resulting enterprise value in the transaction as a multiple of revenue over the last twelve months (“LTM Revenue”) publicly reported prior to the announcement of the transaction (“EV/LTM Revenue”) and, to the extent such estimates were available, as a multiple of estimated revenue for the next twelve months (“NTM Revenue”) based on Wall Street consensus estimates published by FactSet (“EV/NTM Revenue”). Information for Qiagen N.V. is based upon the 16 July 2020 revised offer of Thermo Fisher Scientific Inc. EV for the Triage Assets of Alere Inc. includes contingent consideration of US$40 million and deferred consideration of US$240 million. The EV/LTM Revenue multiple for EUROIMMUN US, Inc. is based on 2016 financials while the EV/NTM Revenue multiple is based on 2017 revenues. The EV of Assurex Health, Inc. includes US$185 million of contingent consideration based on performance milestones. Information for the acquisition of Alere Inc. by Abbott Laboratories is based on amended transaction terms announced on 14 April 2017. LTM Revenue for BioFire Diagnostics, LLC represents estimated 2013 revenue at announcement and NTM Revenue represents estimated 2014 revenue at closing. Information for One Lambda, Inc. is based on 2011 financials. Information for Phadia AB is based on 2010 financials. The following table lists the Selected Transactions and summarizes the observed EV/LTM Revenue and EV/NTM multiples:
Announcement Date
Target
Acquiror
Target
EV
(in
millions)
EV/
LTM
Revenue
Multiple
EV/
NTM
Revenue
Multiple
March 2020
Qiagen N.V.
Thermo Fisher Scientific Inc.
$12,683
8.3x
8.1x
July 2019
Genomic Health, Inc.
Exact Sciences Corp.
$2,600
6.1x
5.5x
May 2018
Abaxis, Inc.
Zoetis, Inc.
$1,803
7.4x
6.2x
July 2017
Alere Inc. Triage Assets
Quidel Corporation
$680
2.8x
NA
June 2017
EUROIMMUN US, Inc.
PerkinElmer, Inc.
$1,340
5.0x
4.3x
January 2017
Accriva Diagnostics
Werfen Life
$380
4.0x
NA
September 2016
Cepheid
Danaher Corporation
$3,983
7.1x
5.8x
August 2016
Assurex Health, Inc.
Myriad Genetics, Inc.
$410
6.8x
NA
May 2016
Nanosphere, Inc.
Luminex Corporation
$85
3.7x
2.8x
February 2016
Alere Inc.
Abbott Laboratories
$7,569
3.2x
3.0x
September 2013
BioFire Diagnostics, LLC
bioMérieux SA
$485
6.9x
6.1x
July 2012
One Lambda, Inc.
Thermo Fisher Scientific Inc.
$925
5.1x
NA
April 2012
Gen-Probe Incorporated
Hologic, Inc.
$3,762
6.4x
5.8x
May 2011
Phadia AB
Thermo Fisher Scientific Inc.
$3,520
6.7x
NA
Perella Weinberg observed that the low and high EV/LTM Revenue multiples for the Selected Transactions were 2.8x and 8.3x, respectively and the low and high EV/NTM Revenue multiples for the Selected Transactions were 2.8x and 8.1x, respectively. Perella Weinberg further observed that the median EV/LTM Revenue multiple for the Selected Transactions was 6.2x and the median EV/NTM Revenue multiple for the Selected Transactions was 5.8x.
Based on the multiples of enterprise value to LTM Revenue described above, Perella Weinberg’s analyses of the various Selected Transactions and on professional judgments made by Perella Weinberg with respect to, among other things, the financial performance and competitive positioning of Oxford Immunotech and the target companies in the Selected Transactions, Perella Weinberg applied a range of multiples of 4.0x to 6.5x to Oxford Immunotec’s estimated 2020 revenue based on information provided by Oxford Immunotec management to derive a range of estimated implied values of approximately US$15.07 to US$20.35 per Company Scheme Share and a range of multiples of 4.0x to 6.0x to Oxford Immunotec’s estimated 2021 revenue based on information
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provided by Oxford Immunotec management to derive a range of estimated implied values of approximately US$18.99 to US$25.13 per Company Scheme Share. Perella Weinberg compared these ranges to the Consideration of US$22.00 per share in cash to be received by the holders of Company Scheme Shares pursuant to the Implementation Agreement.
Although the Selected Transactions were used for comparison purposes, none of the Selected Transactions nor the companies involved in them was either identical or directly comparable to the Acquisition or Oxford Immunotec.
Discounted Cash Flow Analysis
Perella Weinberg conducted a discounted cash flow analysis for Oxford Immunotec based on the Company Forecasts to derive a range of implied enterprise value for Oxford Immunotec by:
calculating the present value as of 5 January 2021 of the estimated standalone unlevered free cash flows (calculated as net operating profit after tax, plus depreciation and amortization, minus capital expenditures, minus change in working capital) that Oxford Immunotec could generate for the complete calendar years 2021 through 2030, as included in the Company Forecasts (treating stock based compensation as a cash expense), using discount rates ranging from 9.5% to 11.5%,
adding the present value as of 5 January 2021 of net operating losses projected by Oxford Immunotec management to be utilized during such period based upon the Company Forecasts, using discount rates ranging from 9.5% to 11.5%, and
adding the present value as of 5 January 2021 of the terminal value of Oxford Immunotec at the end of calendar year 2030 using perpetuity growth rates ranging from 2.5% to 3.5% and discount rates ranging from 9.5% to 11.5%.
Perella Weinberg estimated the range of perpetuity growth rates utilizing its professional judgment and experience, taking into account market expectations regarding long-term real growth of gross domestic product and inflation.
Perella Weinberg used discount rates ranging from of 9.5% to 11.5% derived from Oxford Immunotec’s weighted average cost of capital determined by application of the capital asset pricing model based on Perella Weinberg’s experience and professional judgment and which takes into account certain company-specific metrics, including Oxford Immunotec’s target capital structure, the cost of long-term debt, forecasted tax rate and adjusted beta (as published by Bloomberg), as well as certain financial metrics for the United States financial markets generally.
From the ranges of implied enterprise value, Perella Weinberg derived ranges of implied equity values for Oxford Immunotec. To calculate the implied equity value from the implied enterprise value, Perella Weinberg added cash and cash equivalents. Perella Weinberg calculated implied value per share by dividing the implied equity value by the fully diluted shares using the treasury stock method based on information provided by Oxford Immunotec management (which ranged from approximately 26.6 million shares to approximately 27.1 million shares based on the implied valuation). This analysis resulted in an implied per share equity value reference range for the Company Scheme Shares of approximately US$19.05 to US$26.18 per Company Scheme Share. Perella Weinberg compared this range of implied per share equity value to the Consideration of US$22.00 per Company Scheme Share in cash to be received by the holders of Company Scheme Shares pursuant to the Implementation Agreement.
Additional Information
Perella Weinberg observed additional information that was not considered part of Perella Weinberg’s financial analysis with respect to its opinion, but which were noted as reference data for the Company Board, including the following:
Historical Stock Trading. Perella Weinberg reviewed the closing prices of Company Scheme Shares on the Nasdaq for the 52 weeks ended on 5 January 2021. Perella Weinberg observed that during such period, the closing trading price per Company Scheme Share ranged from US$8.37 to US$18.17 per Company Scheme Share, as compared to the Consideration of US$22.00 per Company Scheme Share to be received by the holders of Company Scheme Shares in the Acquisition. Perella Weinberg noted that the closing price per Company Scheme Share on 5 January 5 2021 was US$17.15.
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Perella Weinberg calculated the volume weighted average trading price (“VWAP”) of the Company Scheme Shares during each of the preceding 30, 60 and 90 day periods prior to January 5, 2021, and the premium the US$22.00 per share price represented to the calculated VWAP. The results of these calculations are summarized in the following table:
Premium of US$22.00 to VWAP
 
5 January 2021
30-day VWAP
31.7%
60-day VWAP
40.0%
90-day VWAP
53.5%
Perella Weinberg also noted that the Consideration of US$22.00 per Company Scheme Share in cash to be received by the holders of Company Scheme Shares pursuant to the Implementation Agreement represented a premium of 28.3% to the US$17.15 closing price per Company Scheme Share on 5 January 2021 and a premium of 21.1% to the 52-week high closing price per Company Scheme Share on 22 December 2020.
Equity Research Analyst Price Targets. Perella Weinberg reviewed and analyzed recent publicly available research analyst undiscounted price targets for the Company Scheme Shares prepared and published by four equity research analysts as of 5 January 2021. Perella Weinberg noted that the range of recent equity analyst undiscounted price targets for the Company Scheme Shares ranged from a low of US$21.00 to a high of US$25.00 per share, with a median price target of US$23.00 per Company Scheme Share. Perella Weinberg also noted that the Consideration of US$22.00 per Company Scheme Share in cash to be received by the holders of Company Scheme Shares pursuant to the Implementation Agreement represented a discount of 4.3% to the median undiscounted target price of US$23.00 per share.
The public market trading price targets published by equity research analysts do not necessarily reflect current market trading prices for Company Scheme Shares. Further, these estimates are subject to uncertainties, including the future financial performance of Oxford Immunotec and future financial market conditions. However, these estimates provided general reference points which enabled Perella Weinberg to compare such estimates with the Consideration of US$22.00 per share in cash to be received by the holders of Company Scheme Shares pursuant to the Implementation Agreement.
Miscellaneous
The preparation of a fairness opinion is a complex process and is not necessarily susceptible to partial analysis or summary description. Selecting portions of the analyses or of the summary set forth herein, without considering the analyses or the summary as a whole, could create an incomplete view of the processes underlying Perella Weinberg’s opinion. In arriving at its fairness determination, Perella Weinberg considered the results of all of its analyses and did not attribute any particular weight to any factor or analysis considered. Rather, Perella Weinberg made its determination as to fairness on the basis of its experience and professional judgment after considering the results of all of its analyses. No company or transaction used in the analyses described herein as a comparison is directly comparable to Oxford Immunotec or the Acquisition.
Perella Weinberg prepared the analyses described herein for purposes of providing its opinion to the Company Board as to the fairness, from a financial point of view, as of the date of such opinion, of the Consideration of US$22.00 per share in cash to be received by the holders of Company Scheme Shares pursuant to the Implementation Agreement. These analyses do not purport to be appraisals or necessarily reflect the prices at which businesses or securities actually may be sold. Perella Weinberg’s analyses were based in part upon the Company Forecasts and other third party research analyst estimates, which are not necessarily indicative of actual future results, and which may be significantly more or less favorable than suggested by Perella Weinberg’s analyses. Because these analyses are inherently subject to uncertainty, being based upon numerous factors or events beyond the control of the parties to the Implementation Agreement or their respective advisers, none of Oxford Immunotec, Perella Weinberg or any other person assumes responsibility if future results are materially different from those forecasted by Oxford Immunotec management or third parties.
As described above, the opinion of Perella Weinberg to the Company Board was one of many factors taken into consideration by the Company Board in making its determination to approve the Acquisition. Perella Weinberg was not asked to, and did not, recommend the specific consideration to the Company Shareholders provided for in the Implementation Agreement, which consideration was determined through arms-length negotiations
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between Oxford Immunotec and PerkinElmer. Perella Weinberg did not recommend any specific amount of consideration to Company Shareholders or the Company Board or that any specific amount of consideration constituted the only appropriate consideration for the Acquisition. Also, as discussed above, Perella Weinberg’s opinion was not intended to be and does not constitute, a recommendation to any holder of Company Scheme Shares as to how such holder should vote or otherwise act with respect to the proposed Acquisition (including whether or not to tender any Company Scheme Shares in an Offer) or any other matter and does not in any manner address the prices at which Company Scheme Shares will trade at any time.
Perella Weinberg UK has acted as financial adviser to Oxford Immunotec in connection with the Acquisition and pursuant to the terms of the engagement letter between Perella Weinberg UK and Oxford Immunotec, dated 17 December 2020, Oxford Immunotec agreed to pay Perella Weinberg US$1,500,000 upon the delivery of Perella Weinberg’s opinion (which amount would have become payable if Perella Weinberg had determined in good faith that it was not able to deliver its opinion), and has agreed to pay Perella Weinberg an additional fee currently estimated to be approximately US$5,000,000 upon the closing of the Acquisition. The fee for rendering the opinion is not contingent on the successful completion of the Acquisition or the conclusions expressed therein. In addition, Oxford Immunotec agreed to reimburse Perella Weinberg UK for its reasonable out-of-pocket expenses, including attorneys’ fees and disbursements, and to indemnify Perella Weinberg UK and related persons for certain liabilities that may arise out of its engagement by Oxford Immunotec and the rendering of Perella Weinberg’s opinion.
During the two-year period prior to the date of its opinion, Perella Weinberg and its affiliates have not received compensation from Oxford Immunotec for investment banking services unrelated to the Acquisition. During the two-year period prior to the date of its opinion, Perella Weinberg and its affiliates have provided PerkinElmer and its affiliates certain investment banking services unrelated to the Acquisition for which they have received compensation of approximately US$2,000,000. Perella Weinberg and its affiliates may in the future provide investment banking and other financial services to Oxford Immunotec, PerkinElmer and their respective affiliates and in the future may receive compensation for the rendering of such services. In the ordinary course of its business activities, Perella Weinberg or its affiliates may at any time hold long or short positions, and may trade or otherwise effect transactions, for its own account or the accounts of customers or clients, in debt or equity or other securities (or related derivative securities) or financial instruments (including bank loans or other obligations) of Oxford Immunotec or PerkinElmer or any of their respective affiliates.
Certain Financial Forecasts
The Company does not, as a matter of course, publicly disclose long-term forecasts or internal projections as to future performance, revenues, earnings or other results of operations due to the inherent unpredictability of the underlying assumptions and projections. However, prior to approval by the Company Board of the transactions contemplated by the Implementation Agreement, Company management prepared or approved, and the Company Board considered, certain forward-looking financial information in connection with the transaction, referred to herein as the Company Forecasts, which include certain non-public financial projections regarding the Company’s anticipated future operations.
A summary of the Company Forecasts is included below to provide the Company Shareholders access to specific non-public information that was considered by the Company Board for purposes of evaluating the Acquisition and used by Perella Weinberg in connection with the rendering of its opinion to the Company Board and in performing its related financial analyses as described above in the section entitled “Opinion of the Company’s Financial Adviser and Certain Financial Forecasts prepared by Company management”. Such summary is not being included to influence your decision whether to vote in favour of or against Resolutions to be proposed at the Court Meeting and the General Meeting. The inclusion of this information should not be regarded as an indication that the Company Board, its advisers or any other person considered, or now considers, the Company Forecasts to be material or to be a reliable prediction of actual future results, and should not be relied upon as such. By including the Company Forecasts in this document, neither the Company nor any of its advisers has made or makes any representation to any person regarding the information included in the Company Forecasts or the ultimate performance of the Company, PerkinElmer or any of their affiliates compared to the information contained in the Company Forecasts. The information from the Company Forecasts included below should be evaluated, if at all, in conjunction with the historical financial statements and other information regarding the
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Company in its public filings with the SEC. In addition to being used by the Company Board in connection with its deliberations regarding the transaction and Perella Weinberg in connection with the rendering of its opinion, only the Company Forecasts for the years ending December 31, 2020, 2021, 2022, 2023 and 2024 were provided to PerkinElmer.
The Company Forecasts were prepared for internal use and are subjective in many respects. As a result, these Company Forecasts are susceptible to multiple interpretations and periodic revisions based on actual experience and business developments. Although the Company believes its assumptions to be reasonable, all financial projections and forecasts are inherently uncertain, and the Company expects that differences will exist between actual and projected results. Although presented with numerical specificity, the Company Forecasts reflect numerous variables, estimates, and assumptions made by Company management at the time they were prepared, and also reflect general business, economic, regulatory, market, and financial conditions and other matters, all of which are difficult to predict and many of which are beyond the Company’s control. In addition, the Company Forecasts cover multiple years, and this information by its nature becomes subject to greater uncertainty with each successive year.
Further, the Company Forecasts are forward-looking statements. Important factors that may affect actual results and cause these Company Forecasts to not be achieved include, but are not limited to, risks and uncertainties relating to the Company’s business, industry performance, the regulatory environment, general business and economic conditions and other factors described or referenced under the section entitled “Cautionary Statements Concerning Forward-Looking Statements” in this document and under the caption “Risk Factors” in the most recent quarterly report on Form 10-Q and in other filings with the SEC of the Company. In addition, the Company Forecasts also reflect numerous variables, estimates, and assumptions that are subject to change and do not reflect revised prospects for the Company’s business, changes in general business or economic conditions or any other transaction or event that has occurred or that may occur and that was not anticipated at the time the Company Forecasts were prepared. Accordingly, there can be no assurance that these Company Forecasts will be realized or that the Company’s future financial results will not materially vary from these Company Forecasts. None of the Company, PerkinElmer or their respective affiliates, officers, directors, financial advisers or other representatives gives any shareholder of the Company, PerkinElmer or any other person any assurance that actual results will not differ materially from the Company Forecasts set forth below, and none of them undertakes any obligation to update or otherwise revise or reconcile the projections to reflect circumstances existing after the date the projections were generated or to reflect the occurrence of future events, even in the event that any or all of the assumptions, estimates or other information underlying the projections are shown to be in error.
In addition, the Company Forecasts were generated solely for internal use and not prepared with a view toward public disclosure or toward complying with United States generally accepted accounting principles (referred to as GAAP), the published guidelines of the SEC regarding projections and the use of non-GAAP measures or the guidelines established by the American Institute of Certified Public Accountants for preparation and presentation of prospective financial information. Further, such financial measures used in the Company Forecasts were relied upon by Perella Weinberg for purposes of its opinion and by the Company Board in connection with its consideration of the Acquisition and the Scheme. Such financial measures were provided to a financial adviser for the purpose of rendering an opinion that is materially related to the business combination transaction, and therefore are excluded from the definition of non-GAAP financial measures, and as a result, a reconciliation of a non-GAAP financial measure to a GAAP financial measure is not required. Neither the Company’s independent public accounting firm, nor PerkinElmer’s independent accounting firm, nor any other independent accountants, has compiled, examined or performed any procedures with respect to the Company Forecasts contained herein, nor have they expressed any opinion or any other form of assurance on such information or its achievability, and assume no responsibility for, and disclaim any association with, the Company Forecasts.
The amounts presented in the table below represent a forecast for operating results, do not include any acquisition-related expenses and required the input of highly subjective assumptions about the Company’s business that may not occur, and changes in the assumptions could materially affect the forecast presented below.
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The Company Forecasts are summarised below:
(US$ in millions)
Years Ended December 31,
 
2020
2021
2022
2023
2024
2025
2026
2027
2028
2029
2030
Revenue
$59
$87
$101
$119
$137
$156
$173
$189
$202
$213
$219
Gross Profit
$44
$66
$77
$91
$108
$122
$136
$149
$159
$167
$172
Stock Based Compensation
4
5
5
5
6
6
7
8
8
9
9
Adjusted EBITDA (Post-SBC)(1)(2)
$(16)
$(6)
$1
$11
$24
$32
$40
$50
$59
$68
$77
Adjusted EBIT(1)(3)
$(18)
$(9)
$(3)
$7
$20
$28
$36
$45
$54
$63
$72
Net Operating Profit After Tax(4)
$(18)
$(9)
$(3)
$6
$16
$22
$29
$36
$43
$51
$57
Depreciation and Amortization
2
3
3
3
4
4
4
5
5
5
5
Capital Expenditures
$(5)
$(3)
$(3)
$(3)
$(3)
$(4)
$(4)
$(5)
$(5)
$(5)
$(5)
Change in Working Capital
Unlevered Free Cash Flows(5)
$(20)
$(9)
$(3)
$6
$17
$23
$29
$36
$43
$51
$57
(1)
Adjusted EBIT and Adjusted EBITDA are non-GAAP financial measures. Non-GAAP financial measures should not be considered a substitute for, or superior to, financial measures determined or calculated in accordance with GAAP. Additionally, non-GAAP financial measures as presented in this document may not be comparable to similarly titled measures reported by other companies.
(2)
Adjusted EBITDA (Post-SBC) means the Company’s earnings before interest, taxes, depreciation and amortization, adjusted for the impact of earnings or charges resulting from matters that the Company considers not to be indicative of its ongoing operations, and further adjusted to include stock based compensation.
(3)
Adjusted EBIT means the Company’s earnings before interest and taxes, adjusted for the impact of earnings or charges resulting from matters that the Company considers not to be indicative of its ongoing operations.
(4)
Calculated by Perella Weinberg, based on information provided by Company management, as Adjusted EBIT, minus taxes, based on an assumed tax rate of 20%.
(5)
Calculated by Perella Weinberg, based on information provided by Company management, as net operating profit after tax, plus depreciation and amortization, minus capital expenditures, minus change in working capital. Stock based compensation expense is treated as a cash expense.
In light of the foregoing, Company Shareholders are cautioned not to place undue reliance, if any, on the Company Forecasts.
5.
Reasons for the Company Board recommendation
In evaluating the Implementation Agreement and the Acquisition, the Company Board consulted with senior management of the Company, representatives of Perella Weinberg and the Company’s solicitors, Covington & Burling LLP. In the course of making the determination that the Acquisition is fair and reasonable, that proceeding with the Acquisition is likely to promote the success of the Company for the benefit of the Company Shareholders taken as a whole and to recommend that Company Scheme Shareholders vote in favour of the Scheme Resolution at the Court Meeting and Company Shareholders vote in favour of the GM Resolution at the General Meeting, the Company Board considered numerous reasons, including the following material considerations:
(i)
Acquisition Price; Premium to the Trading Price of Company Shares. The Consideration, payable in cash, represents a substantial premium of approximately: (i) 28.3 per cent. to the closing stock price per Company Share of US$17.15 on 5 January 2021 (being the last practicable date prior to the date of the Announcement); and (ii) 53.5 per cent. to the 90 trading day volume-weighted average price per Company Share of US$14.34 for the period from 8 October 2020 to 5 January 2021 (being the last practicable date prior to the date of the Announcement) and the Company Directors consider the terms of the Acquisition to be a fair reflection of the value of the Company’s business.
(ii)
Cash Consideration; Certainty of Value. The Company Board considered the fact that the form of consideration payable to Company Shareholders and Company Scheme Shareholders will be cash, which will provide Company Shareholders and Company Scheme Shareholders with certainty of value and immediate liquidity, while reducing the risks associated with the development, regulatory approval and commercialisation of the Company’s products, as well as the market and long-term business risks related to the Company’s future growth prospects, including those risks described herein and those set forth in the Company’s Form 10-K for the year ended 31 December 2019. These risks include risks related to potential delays or difficulties in the further commercialisation of the
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Company’s T-SPOT.TB product (both in the U.S. and abroad), and risks related to the Company’s ability to successfully develop, obtain clearance or approval for and commercialize new products.
(iv)
No Financing Condition. The Company Board considered the fact that the Acquisition is not subject to a financing condition.
(v)
Negotiation process. The Company Board considered the fact that the terms of the Acquisition were the result of robust negotiations conducted by the Company with the knowledge and at the direction of the Company Board and with the assistance of independent financial advisors and legal advisors. The Company Board also considered the enhancements that the Company and its advisors were able to obtain as a result of robust negotiations with PerkinElmer.
(vi)
Speed and Likelihood of completion. The Company Board considered that the potential for closing in a relatively short timeframe could reduce the amount of time in which the Company’s business would be subject to potential disruption and uncertainty pending closing. The Company Board also considered the likelihood that the Acquisition would be completed based on, among other things (not in any relative order of importance):
the fact that there are not expected to be significant antitrust or other regulatory impediments;
the fact that PerkinElmer is an established company with sufficient capital to ensure that Bidco can timely consummate the Acquisition;
the business reputation, capabilities and financial condition of PerkinElmer and the Company Board’s perception that PerkinElmer is willing and able to devote the resources necessary to complete the Acquisition in an expeditious manner; and
the availability of the remedy of specific performance to the Company under the Implementation Agreement, in the event of breaches by PerkinElmer or Bidco.
(vii)
Terms of the Implementation Agreement. The Company Board considered the terms and conditions of the Implementation Agreement, including:
the right of the Company, under certain circumstances and subject to certain conditions, to furnish non-public information to, and to participate in discussions with, third parties in response to certain proposals relating to alternative acquisition transactions;
the right of the Company Board, under certain circumstances and subject to certain conditions, to withdraw or modify its recommendation in favour of the Acquisition, or to terminate the Implementation Agreement, if the Company Board determines, in good faith, after consultation with its financial adviser and outside legal counsel, that: (i) the Company has received an alternative acquisition proposal that constitutes a Superior Proposal (as defined in the Implementation Agreement); or (ii) a material intervening event or circumstance has occurred and a failure by the Company Board to withdraw or modify its recommendation in favour of the Acquisition would reasonably be expected to result in a breach of the Company Board’s fiduciary duties or would reasonably be expect to violate their obligations under the Companies Act 2006; and
the conditions to the completion of the Acquisition, including that the completion of the Acquisition is conditioned upon a vote of at least 75 percent in value and a majority in number of Company Scheme Shareholders at the Court Meeting, which vote would demonstrate strong support by Company Scheme Shareholders for the Acquisition, and shareholders are permitted to approve or reject the Scheme and the Acquisition.
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(viii)
Irrevocable Undertakings. The Company Board also considered the Irrevocable Undertakings PerkinElmer received from:
each of the Company Directors who currently holds Company Shares as well as awards over Company Shares, in respect of their entire beneficial holdings (and (to the extent relevant) the outstanding beneficial holdings of such person’s spouse, civil partner, de facto partner, or similarly-related person) of (i) Company Shares amounting to, in aggregate, 339,771 Company Shares representing approximately 1.3 per cent. of the issued ordinary share capital of the Company as at the Latest Practicable Date and (ii) any further Company Shares he or she may acquire on the exercise of the awards over the Company Shares he or she holds pursuant to the Company Share Plans amounting to, in aggregate, 882,059 Company Shares.
each of the Company Directors and certain named executive officers who do not currently hold any Company Shares, in respect of any Company Shares he or she may acquire on the exercise of any awards over the Company Shares he or she holds pursuant to the Company Share Plans as well as any other Company Shares they may acquire, amounting to (if exercised in full), in aggregate, 579,694 Company Shares, representing approximately 2.3 per cent. of the issued share capital of the Company as at the Latest Practicable Date.
Pursuant to the Irrevocable Undertakings, each of the Company Directors and named executive officers of the Company who hold Company Shares or awards in respect of Company Shares pursuant to the Company Share Plans have agreed to vote, or to procure a vote, in favour of the Scheme Resolution at the Court Meeting and the GM Resolution at the General Meeting in respect of their entire beneficial holdings of Company Shares, demonstrating substantial support for the Acquisition from Company Directors and Company executive officers.
(ix)
Opinion of Perella Weinberg and Related Analysis. The Company Board has received the opinion of Perella Weinberg Partners LP, dated 6 January 2021, to the effect that, as of such date and based upon and subject to the assumptions made, procedures followed, matters considered and qualifications and limitations set forth in the opinion, the Consideration of US $22.00 per share in cash to be received by holders of Company Shares in the Acquisition pursuant to the Implementation Agreement was fair, from a financial point of view, to such holders as more fully described above in the section entitled “Opinion of the Company’s Financial Adviser and Certain Financial Forecasts prepared by Company management” in paragraph 4 of Part I (Letter from the Chairman of Oxford Immunotec Global PLC). The written opinion delivered by Perella Weinberg Partners LP is attached to this document as Annex B.
In reaching its determinations and its recommendations that Company Shareholders vote in favour of the Acquisition, the Company Board contemplated the following potentially negative and/or restrictive considerations:
(x)
No Participation in the Company’s Future Growth or Earnings. The Company Board considered that if the Acquisition is completed, Company Shareholders will receive the Consideration in cash and will no longer have the opportunity to participate in any future earnings or growth of the Company or the combined company or benefit from any potential future appreciation in the values of the Company Shares, including any value that could be achieved if the Company engages in future strategic or other transactions.
(xi)
Non-solicitation Covenant. The Company Board considered that the Implementation Agreement imposes restrictions on the Company’s solicitation of acquisition proposals from third parties and requires the Company to provide PerkinElmer with an opportunity to propose adjustments to the Implementation Agreement and negotiate with PerkinElmer in good faith with respect thereto prior to the Company being able to terminate the Implementation Agreement and accept a Superior Proposal (as defined in the Implementation Agreement), each of which could have the effect of discouraging third party offers for the Company. The Company Board also considered that a Superior Proposal (as defined in the Implementation Agreement) must be a takeover offer or similar transaction involving the Company or a proposal to acquire 75% or more of: (i) the Company Shares; or (ii) the Company’s total consolidated assets (including share capital of the Company’s subsidiaries), which offer or proposal: (i) the Company Board has determined, in good faith, after consultation with its financial
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adviser, would result in an acquisition that is more favourable to the Company Shareholders including a price per Company Share payable in cash that is more than 5% above the Consideration, taking into account all terms and conditions as the Company Board considers to be appropriate; and (ii) after consultation with its outside counsel and financial adviser, the Company Board reasonably believes in good faith is reasonably likely to be completed, taking into account all factors as the Company Board reasonably considers to be appropriate. No such offer or proposal shall be eligible to be determined to be a Superior Proposal (as defined in the Implementation Agreement) if any financing required to consummate such offer or proposal is not fully committed;
(xii)
Risks the Acquisition May Not be Completed. Although the Company expects that the Acquisition will be completed, there can be no assurance that all conditions to the parties’ obligations will be satisfied. The Company Board considered the risks that conditions to the parties’ obligations to complete the Acquisition may not be satisfied, which may occur where: (i) warranties given by the Company to PerkinElmer and Bidco in the Implementation Agreement were not true and correct (certain warranties subject to materiality qualifier) (ii) an event or circumstance occurs that results in, or would reasonably be expected to result in, a Company Material Adverse Effect (as defined in the Implementation Agreement) or (iii) the Company’s shareholders so not provide the requisite approvals for the Scheme and the Acquisition. Further, the Acquisition may not otherwise be completed despite the parties’ efforts. The Company Board also considered the potential resulting disruptions to the Company’s business in the event the Acquisition is not completed, including the diversion of management and employee attention and employee attrition.
(xiii)
Compensatory Fee. If the Acquisition is not consummated, the Company may be required under certain circumstances to pay PerkinElmer a compensatory fee of $5,900,000 in connection with the termination of the Implementation Agreement.
(xiv)
Transaction Costs. Significant costs have been incurred in connection with negotiating and entering into the Implementation Agreement and will continue to be incurred in connection with completing the Acquisition and substantial time and effort of management will be required, potentially resulting in disruptions to the operation of the Company’s business.
(xv)
Interim operating covenant. The Implementation Agreement requires the Company to conduct its business in the ordinary course and to use reasonable endeavours to preserve its assets and business. The Company is prohibited from taking certain actions without PerkinElmer's consent or as otherwise required. The Company Board considered that such restrictions may delay or prevent the Company from pursuing business strategies or opportunities that may arise pending completion of the Acquisition.
(xvi)
Risk of Litigation. There is a risk of litigation arising in respect of the Implementation Agreement and the Acquisition.
(xvii)
Potential Conflicts of Interest. The Company Board considered the potential conflict of interest created by the fact that the Company’s executive officers and the Company Directors have financial interests in the transactions contemplated by the Implementation Agreement, which may be different from or in addition to those of other shareholders, as more fully described in the section entitled “Interests of the Company’s Non-Employee Directors and Executive Officers” in paragraph 2 of Part V (Additional Information).
The foregoing discussion of the reasons considered by the Company Board is not intended to be exhaustive, but rather includes the principal reasons considered by the Company Board. The Company Board also considered the interests of wider stakeholders in reaching its decision. The Company Board collectively reached the conclusion to approve the Implementation Agreement, the Acquisition and the other transactions contemplated by the Implementation Agreement in light of the various reasons described above and other reasons that the members of the Company Board believed were appropriate. The Company Board did not assign relative weights to the foregoing reasons or otherwise determine that any one reason was of greater or lesser importance. Rather, the Company Board viewed its positions and recommendation as being based on the totality of information presented to, and considered by, the Company Board, including its consultation with the Company’s financial advisor, Perella Weinberg. In considering the reasons discussed above, individual directors may have given different weights to different reasons.
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6.
Financing
The entirety of the Consideration payable to Company Scheme Shareholders and any amount payable to any participant in the Company Share Plans (as further described in paragraph 7 of this Part I (Letter from the Chairman of Oxford Immunotec Global PLC) of this document) will be satisfied in cash. PerkinElmer intends to finance the Consideration payable by Bidco to Company Scheme Shareholders through existing cash resources available to the PerkinElmer Group.
7.
Company Share Plans
Participants in the Company Share Plans will be contacted separately regarding the effect of the Acquisition on their rights under these schemes and appropriate proposals will be made and communicated directly to such participants as soon as reasonably practicable after this document has been published but before the sanction of the Scheme by the Court. It is intended, and has been agreed between the Company and PerkinElmer under the terms of the Implementation Agreement, that, prior to the Effective Date (except as otherwise agreed between the Company and PerkinElmer, and subject to the terms of the Company Share Plans) the vesting of any restricted share units and options granted pursuant to the Company Share Plans which are unvested (other than certain tax approved options granted to officers or directors) will be accelerated to full vesting. On or around the Effective Date, (i) certain vested awards may be exercised (where applicable) and will be share settled and to the extent that the Company Shares issued on exercise or other settlement constitute Company Scheme Shares, PerkinElmer will procure the payment of Consideration to the relevant Company Scheme Shareholder (including, if necessary or desirable, by way of procuring that such payment is made as soon as reasonably practicable through payroll) and (ii) all other vested awards may be exercised (where applicable) and will be cash settled (on the basis of the aggregate Consideration that would be payable for the Company Shares which are the subject of that award) and PerkinElmer will procure that the payment of the consideration due to relevant award holders will be made as soon as reasonably practicable through payroll (or, if it is not practicable to make such payment through payroll, by cheque), in accordance with the applicable Company Share Plan rules and the Implementation Agreement. In the case of rights which are to be share settled and which are exercised or settled in accordance with their terms but too late for the resulting Company Shares to qualify as Company Scheme Shares, the Company Shares issued or transferred in satisfaction will be immediately transferred to Bidco under the Company’s amended articles of association for a payment equal to the Consideration that would have been paid under the Scheme had the Company Shares been Company Scheme Shares. In each case, any applicable exercise price, and any applicable tax, national insurance contributions (including, to the extent possible under applicable Law and relevant contractual arrangements, any applicable employer’s national insurance contributions) and/or social security contributions, will be deducted from the above mentioned payments. If the aggregate exercise or purchase price or base value of an award is equal to or greater than the aggregate Consideration that would be payable for the Company Shares which are the subject of that award, that award may be cancelled for no payment in accordance with the terms of the applicable Company Share Plan rules. For further information on the settlement of awards please see paragraph 12 of Part II (Explanatory Statement).
8.
The Scheme and the Company Shareholder Meetings
It is intended that the Acquisition will be implemented by way of a Court-sanctioned scheme of arrangement between the Company and the Company Scheme Shareholders, made under Part 26 of the Companies Act 2006 (although PerkinElmer reserves the right to elect to implement the Acquisition by way of an Offer as an alternative to the Scheme with the prior written consent of the Company or if one of the other circumstances provided for in the Implementation Agreement applies). The procedure involves, amongst other things, an application by the Company to the Court to sanction the Scheme, and, upon the Scheme becoming Effective, the Company Scheme Shares will be transferred to Bidco and/or its nominee (including the DR Nominee) in consideration for which the Company Scheme Shareholders on the register of members of the Company at the Scheme Record Time transferring the Company Scheme Shares to Bidco and/or its nominee will receive the Consideration. The purpose of the Scheme is to provide for Bidco to become the owner of the entire issued and to be issued share capital of the Company.
The Scheme will only become Effective if, amongst other things, the following events occur on or before the Long Stop Date:
(i)
the Scheme Resolution having been approved at the Court Meeting by a majority in number of those Company Scheme Shareholders who are on the register of members of the Company at the Scheme
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Voting Record Time, representing not less than 75 per cent. in value of the Company Scheme Shares held by those Company Scheme Shareholders, in each case present, entitled to vote and voting, in person or by proxy;
(ii)
the GM Resolution having been approved by Company Shareholders representing at least 75 per cent. of the votes cast, either remotely or by proxy, at the General Meeting;
(iii)
the Scheme having been sanctioned by the Court with or without modification (but subject to any such modification being acceptable to the Company and Bidco);
(iv)
a copy of the Court Order having been delivered to the Registrar of Companies; and
(v)
all other Conditions (as set out in Part III (Conditions to and Further Terms of the Scheme and the Acquisition) of this document) to the Acquisition are either fulfilled or (if capable of waiver) waived.
The Court Meeting and the General Meeting are scheduled to be held on 26 February 2021.
Upon the Scheme becoming Effective it will be binding on all Company Scheme Shareholders, irrespective of whether or not they attended or voted at the Court Meeting or the General Meeting (and if they attended and voted, whether or not they voted in favour of the Resolutions at such Company Shareholder Meetings).
Share certificates in respect of Company Scheme Shares will cease to be valid from the Effective Date.
To receive their Consideration, Company Scheme Shareholders who are stockholders of record are required to return their share certificates to the Company’s transfer agent, Computershare. In order to be paid automatically upon the Effective Date, Company Scheme Shareholders should send their certificates to Computershare now and ask that they be deposited into their accounts for safe keeping. Alternatively, following the Effective Date, Computershare will mail a Letter of Transmittal to all Company Scheme Shareholders still holding physical certificates to facilitate their surrender and the distribution of their Consideration in connection with the Scheme. Company Scheme Shareholders may deliver their certificates to Computershare by regular mail to Computershare, P.O. Box 505005 Louisville KY 40233-5005, USA, or by overnight mail to Computershare, 462 South 4th Street, Suite 1600 Louisville KY 40202, USA. If you cannot locate your share certificate please call Computershare at +1-855-895-7224 or +1-732-491-0756, Monday to Friday (except public holidays in the United States) between 8:30 a.m. and 6:00 p.m. EST.
It is important that, for the Court Meeting, as many votes as possible are cast so that the Court may be satisfied that there is a fair representation of opinion of the Company Scheme Shareholders. Therefore, whether or not you intend to remotely attend and/or vote at the Company Shareholder Meetings, you are strongly urged to complete, sign and return by mail both Forms of Proxy accompanying this document, or appoint a proxy via the internet at www.proxyvote.com or by telephone on +1 800-690-6903 as soon as possible.
If the Scheme does not become Effective by the Long Stop Date, it will lapse and the Acquisition will not proceed (unless extended with the agreement of Bidco, PerkinElmer and the Company and, if required, the approval of the Court).
The Scheme will be governed by English law and will be subject to the jurisdiction of the courts of England and Wales. The Scheme is not subject to U.S. law.
Further details of the Scheme and the Company Shareholder Meetings are set out in paragraph 8 of Part II (Explanatory Statement) of this document.
9.
Delisting, deregistration and re-registration
Prior to the Scheme becoming Effective, a request will be made by the Company to Nasdaq to suspend trading of, and de-list, the Company Shares on Nasdaq, to take effect on, or shortly after, the Effective Date. Subsequently, the Company Shares will be deregistered under the U.S. Exchange Act.
On the Effective Date, the Company will become a subsidiary of Bidco and/or its nominee and it is intended that the Company will be re-registered as a private limited company under the relevant provisions of the Companies Act 2006 as soon as reasonably practicable after the Effective Date.
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10.
The Takeover Code
The Takeover Code does not apply to this Acquisition. Accordingly, Company Shareholders do not have the benefit of the protections afforded by the Takeover Code in connection with the Acquisition.
11.
United Kingdom and United States taxation
A summary of certain United Kingdom and United States federal income taxation consequences of the implementation of the Scheme for certain Company Shareholders is set out in paragraph 4 of Part V (Additional Information) of this document.
That summary does not constitute tax advice and does not purport to be a full analysis of all potential United Kingdom and United States tax consequences of the Acquisition. Company Shareholders who are in any doubt about their taxation position, or who are subject to taxation in a jurisdiction outside of the United Kingdom and the United States, are strongly advised to contact an appropriate independent professional adviser immediately.
12.
Overseas Shareholders
Overseas Shareholders should refer to paragraph 15 of Part II (Explanatory Statement) of this document for further details.
13.
Actions to be taken by Company Shareholders
Your attention is drawn to paragraph 17 of Part II (Explanatory Statement) of this document, which explains the actions you should take in relation to the Acquisition and the Scheme.
14.
Background to the Recommendation
The Company Board, together with members of the Company’s management team, periodically evaluates its strategy, opportunities and performance risks, as well as industry trends and the competitive landscape. The Company Board and management also from time to time review and evaluate various strategic alternatives and relationships as part of the Company’s ongoing efforts to strengthen its businesses for the benefit of its shareholders and other stakeholders, taking into account economic, regulatory, competitive and other conditions.
In 2018, the Company sold its U.S. laboratory services business to Quest Diagnostics Inc. The Company engaged Perella Weinberg UK Limited (successor to Perella Weinberg Partners UK LLP), an affiliate of Perella Weinberg Partners LP, collectively referred to herein as Perella Weinberg, to serve as its financial advisor in connection with such sale.
In addition to these ongoing strategic reviews, during 2019 and 2020, as further described below, the Company engaged in discussions with a number of companies that expressed an interest in potentially merging with or acquiring the Company. Perella Weinberg assisted the Company in its review of certain of these opportunities, as described below, and discussed with the Company Board a range of other strategic alternatives available to the Company. As further described below, none of these discussions regarding potential business combination transactions with other interested parties resulted in proposed consideration value at or greater than the Consideration payable to Company Shareholders in the Acquisition by PerkinElmer.
In June 2019, Dr. Wrighton-Smith and the Chief Executive Officer of Party A had preliminary discussions regarding a potential transaction between Party A and the Company, under a pre-existing non-disclosure agreement between the Company and Party A.
On 27 July 2019, Company management received an initial non-binding expression of interest from Party A regarding a potential stock-for-stock merger of equals transaction. Management of the two companies met in August 2019 and the Company Board held a telephonic meeting on 9 September 2019, which was attended by representatives of Perella Weinberg, to discuss Party A’s proposal. During the meeting, representatives of Perella Weinberg discussed with the Company Board preliminary financial information regarding the proposal from Party A, which did not reflect a premium to the market price of the Company’s shares, and other parties that might be interested in entering into a similar acquisition transaction with the Company.
In connection with industry conferences, Dr. Wrighton-Smith and senior management of Party B had met on a number of occasions to discuss their respective businesses. On 10 September 2020, the Chief Executive Officer
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of Party B informed Dr. Wrighton-Smith that Party B would be making an offer to acquire the Company, and on 11 September 2019, the Company received a non-binding proposal from Party B outlining the terms of an acquisition of the Company at a price of $17.00 per share in cash, subject to satisfactory completion of due diligence and negotiation of definitive documentation.
On 13 September 2019, at a special meeting of the Company Board convened by telephone, representatives of Perella Weinberg discussed with the Company Board market perspectives on the Company and a general overview of process considerations relating to third party expressions of interest in a strategic transaction with the Company. Representatives of Perella Weinberg also reviewed with the Company Board the financial terms regarding the proposal received from Party B, and discussed with the Company Board which other parties might be interested in acquiring the Company. The Company Board authorised Company management and representatives of Perella Weinberg to contact, in addition to Party A and Party B, six other public companies in the medical device industry, including Party C, Party D and Party E, to better understand their desire to engage in a potential acquisition of the Company.
During the week of 16 September 2019, representatives of Perella Weinberg, at the direction of the Company Board, reached out to representatives of each of the eight parties to invite them to submit proposals for an acquisition of the Company. At the direction of the Company Board, representatives of Perella Weinberg requested that interested parties submit initial proposals to acquire the Company during the week of 21 October 2019, after which the Company would provide data room access to parties with competitive bids and would request final proposals to follow after diligence.
The Company entered into a non-disclosure agreement with Party B in late September 2019, followed by non-disclosure agreements with each of Party C, Party D and Party E in early October 2019. These non-disclosure agreements, and the other non-disclosure agreements described in this section other than the agreement with Party A (which preceded these discussions), included customary standstill provisions. Each of these standstill provisions have expired or automatically terminated upon the Announcement of the Acquisition pursuant to customary standstill fall-away provisions. The other three parties that Perella Weinberg reached out to did not express interest in submitting a proposal for an acquisition of the Company, and therefore did not enter into non-disclosure agreements with the Company.
In late September 2019 and October 2019, Company management met separately with the managements of Party A, Party B, Party C, Party D and Party E as they reviewed information regarding the Company’s business and operations and discussed the ongoing status of each counterparty’s interest in a potential transaction with the Company.
On 24 and 25 October 2019, Party A, Party B, Party C, Party D and Party E separately submitted to Perella Weinberg non-binding expressions of interest outlining proposed terms for a potential acquisition of the Company. Party A proposed a stock-for-stock merger of equals, Party B proposed $18.00 per share in cash, Party C proposed a range (subject to diligence) between $18.50 and $20.00 per share in cash, Party D proposed a range (subject to diligence) between $16.50 and $17.50 per share in cash and Party E proposed $20.00 per share in cash.
On 26 October 2019, the Company Board held a special meeting by telephone, at which representatives of the Company’s legal counsel, Covington and Burling LLP, referred to herein as Covington, and Perella Weinberg were in attendance, to review each proposal. Representatives of Covington reviewed with the Company Board its fiduciary duties and representatives of Perella Weinberg discussed with the Company Board the proposals received from all five parties: a proposed merger of equals with no premium from Party A, $18.00 per share from Party B, and between $16.50 per share and $20.00 per share from Party C, Party D and Party E. Representatives of Perella Weinberg also reviewed with the Company Board certain preliminary financial information regarding the indications of interest. The Company Board directed representatives of Perella Weinberg to inform Party A that its bid was not competitive and to continue engaging with each of the other four parties.
Throughout November 2019, the Company provided Party B, Party C, Party D and Party E with access to information in a limited electronic data room and the parties conducted due diligence. Party C, Party D and Party E did not submit revised proposals after the diligence review and did not wish to engage in a transaction with the Company, although Party C subsequently expressed an interest in staying in touch with the Company.
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On 3 December 2019, Party B submitted a revised indication of interest for a transaction, offering $20.00 per share, which was increased from its prior offers of $17.00 per share on 11 September 2019 and $18.00 per share on 24 October 2019.
The following day, the Company Board held another special meeting by telephone to discuss Party B’s revised offer. Representatives of Perella Weinberg reviewed with the Company Board preliminary financial information regarding the Company on a standalone basis and the latest offer from Party B.
During December 2019 and January 2020, the Company and Party B, and their respective legal advisors, discussed and negotiated certain terms for the proposed acquisition. In connection with those discussions, in early January 2020, Party B informed the Company that the Company would need to receive re-registration for T-SPOT.TB from the National Medical Products Administration of China before Party B would proceed with an acquisition.
On 12 January 2020, the Company Board held a special meeting by telephone, which was attended by representatives of Covington and Perella Weinberg, to discuss Party B’s proposal and the transaction documentation to be entered into if the re-registration from the National Medical Products Administration of China were received. The Board discussed the material terms of the transaction, approved the form of transaction documentation, and determined, in principle, to move forward with the transaction with Party B, subject to receiving the necessary re-registration from the National Medical Products Administration of China and an opinion from Perella Weinberg with respect to the fairness, from a financial point of view, of the consideration proposed to be received by holders of Company Shares in such transaction.
On 11 March 2020, the World Health Organization declared COVID-19 to be a pandemic. On 13 April 2020, the Company obtained re-registration for T-SPOT.TB from the National Medical Products Administration of China. However, on 15 April 2020, Party B informed representatives of Perella Weinberg that it was no longer willing to pursue a transaction with the Company given the uncertainty around the COVID-19 pandemic. Party B expressed interest in potentially pursuing a transaction with the Company in the future.
In April and May 2020, the Company entered into non-disclosure agreements (which included customary standstills consistent with those described above) and engaged in discussions with these two private equity firms regarding a potential transaction, resulting in a non-binding proposal on 28 May 2020 from one of the parties, Party F, to acquire the Company for a range (subject to diligence) of $14.00 to $14.50 per share in cash. The other private equity firm did not submit any acquisition proposal.
Following October 2019, Company management maintained contact with Party A, and on 12 June 2020, Party A sent a proposal to the Company for an acquisition of the Company at $16.00 per share in a combination of cash and stock.
The Company Board met telephonically on 14 June 2020 with representatives of Perella Weinberg to discuss the recent proposals from Party F and Party A and certain preliminary financial information prepared by Perella Weinberg. At the meeting, the Company Board determined not to move forward with either proposed transaction based on the offer prices and requested that representatives of Perella Weinberg convey that to Party F and Party A.
Having maintained contact with each of Party B and Party C, on 22 June 2020, the Company provided certain updated financial information to Party B and Party C, and, on 7 July 2020 the Company participated in a follow-up diligence call with Party C. Around this time, at the direction of Company management, representatives of Perella Weinberg also reached out to Party B to see if it would like to participate on a call with Company management, which it declined. Neither Party B nor Party C indicated an interest in entering into a transaction with the Company.
On 13 July 2020, Dr. Wrighton-Smith participated on an introductory call with representatives of Party G, a pharmaceutical company, at their request. On 9 August 2020, Party G informed representatives of Perella Weinberg that it would not be pursuing a transaction with the Company.
On 13 November 2020, Prahlad Singh, the President and Chief Executive Officer of PerkinElmer contacted Dr. Wrighton-Smith to notify him that PerkinElmer planned to make an offer to acquire the Company.
On 13 November 2020, PerkinElmer sent to the Company a non-binding indication of interest to acquire the Company at $17.00 per share in cash, which Dr. Wrighton-Smith shared with the Company Board. The
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Company Board discussed its initial impression that the offer price of $17.00 per share was below the stand-alone value of the business, based, among other things, on the offers previously received from other parties and described above and prior discussions with representatives of Perella Weinberg, and authorised Dr. Wrighton-Smith to reject the offer or to explore whether a higher offer price could be obtained.
On 16 November 2020, Dr. Wrighton-Smith conveyed to Mr. Singh, at the direction of the Company Board, that receiving the Company Board’s support for an acquisition by PerkinElmer would require a higher offer price.
Dr. Wrighton-Smith and Mr. Singh also spoke telephonically on 18 November 2020 and 20 November 2020. During these calls, Mr. Singh indicated that PerkinElmer was potentially interested in raising its offer to acquire the Company to a price of $20.00 per share.
On 24 November 2020, the Company Board held a meeting by telephone, at which representatives of Perella Weinberg were in attendance. During the meeting, representatives of Perella Weinberg discussed with the Company Board certain preliminary financial information regarding a potential acquisition of the Company at various prices and the Company on a standalone basis. The Company Board authorised Company management to convey that the Company Board’s support for a transaction with PerkinElmer would require an offer price higher than $20.00 per share and to continue engaging with PerkinElmer to see if it would provide a formal indication of interest for an offer price exceeding $20.00 per share.
PerkinElmer and the Company entered into a non-disclosure agreement on 23 November 2020 (including a customary standstill consistent with those described above), and PerkinElmer participated on a management presentation call with Company management on 30 November 2020.
On 3 December 2020, PerkinElmer provided a non-binding indication of interest to the Company for cash consideration of $22.00 per share, subject to satisfactory completion of due diligence and negotiation of transaction documentation, and Company management provided PerkinElmer with access to a limited electronic data room to begin in-depth due diligence.
Throughout December 2020, PerkinElmer performed due diligence on the Company, including reviewing materials made available in the Company’s electronic data room and holding telephonic meetings with members of Company management.
On 15 December 2020, representatives of PerkinElmer’s legal counsel, Wilmer Cutler Pickering Hale and Dorr LLP, referred to herein as WilmerHale, and Hogan Lovells International LLP, referred to herein as Hogan Lovells, sent an initial draft Implementation Agreement to representatives of Covington.
Between 15 December 2020 and 7 January 2021, WilmerHale and Hogan Lovells, on behalf of PerkinElmer, and Covington, on behalf of the Company, engaged in a number of discussions regarding the legal terms of a proposed transaction, and exchanged drafts of the deal documentation, including the Implementation Agreement and the schedules thereto, as well as the form of Irrevocable Undertaking to be entered into by directors and executive officers. Key items in the initial Implementation Agreement that were negotiated during this period were (i) representations and warranties and business conduct obligations of the Company, (ii) the definition of a Company Material Adverse Event and what would constitute ordinary course of business as it related to the representations, warranties and covenants of the Company, (iii) no solicitation covenants of the Company and a requirement that the Company Board could not determine that an alternative acquisition proposal constituted a “superior proposal” unless, among other things, it provided for cash consideration of at least 10% higher than that provided in the Implementation Agreement, and (iv) payment by the Company to PerkinElmer of a compensatory payment (also known as a termination fee) of 1% of the equity value of the Acquisition under certain circumstances.
On 17 December 2020, the Company entered into an engagement letter with Perella Weinberg UK Limited to formalize its retention as the Company’s financial advisor in connection with a potential transaction with PerkinElmer.
Between 21 December 2020 and 30 December 2020, representatives of Covington, WilmerHale and Hogan Lovells continued to exchange drafts of the Implementation Agreement, and had telephone conversations regarding various outstanding issues in the Implementation Agreement, including discussions with
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representatives of each of PerkinElmer and the Company with respect to certain provisions in the Implementation Agreement, including regarding deal protection, covenants and representations and warranties. Perella Weinberg also provided to the Company Board certain written disclosures regarding its relationships with PerkinElmer.
On 31 December 2020, the Company Board convened a special meeting by telephone that was attended by Ms. Kidd as well as representatives of Covington and Perella Weinberg, to consider the revised offer. During the meeting, the Company Board discussed the status of negotiations for the potential transaction and its strategic rationale. Representatives of Covington reviewed the fiduciary duties of the Company Board applicable to a sale of the Company and discussed material terms in the Implementation Agreement that remained under negotiation, including certain representations, warranties and covenants, the definitions of Company Material Adverse Event and superior proposal, and termination rights and termination fee triggers. The Company Board discussed the deal protection provisions and other open issues in the draft Implementation Agreement and determined that the threshold by which an alternative acquisition proposal must exceed the cash consideration reflected in the Implementation Agreement to constitute a superior proposal threshold should be lower than 10%. The Company Board authorised Company management to proceed with negotiations on that basis, and to attempt to resolve the remaining open issues to see whether the parties could agree upon definitive documentation. Representatives of Perella Weinberg also discussed with the Company Board certain preliminary financial analyses regarding the $22.00 offer price proposed by PerkinElmer as an update to the discussion of financial terms held at the 24 November 2020 meeting of the Company Board.
Later that day, representatives of WilmerHale and Hogan Lovells sent a revised draft Implementation Agreement to Covington.
Between 2 January 2021 and 6 January 2021, the Company and PerkinElmer, and their respective legal counsel, continued to negotiate and discuss the Implementation Agreement and related transaction documents, including the deal protection provisions, termination rights and termination fee triggers and a 5% threshold for an alternative proposal to be considered a superior proposal.
On 6 January 2021, the Company Board held a special meeting by telephone to consider PerkinElmer’s proposal and the transaction documentation, which was attended by Ms. Kidd, representatives of Covington, and representatives of Perella Weinberg. Representatives of Covington reviewed with the Company Board their fiduciary duties and provided an update on key legal terms in the revised draft of the Implementation Agreement. Representatives of Perella Weinberg reviewed with the Company Board Perella Weinberg Partners LP’s financial analysis of the proposed consideration of $22.00 per share in cash, and rendered an oral opinion, subsequently confirmed in writing by Perella Weinberg Partners LP, to the Company Board that, as of such date and based upon and subject to the various assumptions made, procedures followed, matters considered and qualifications and limitations set forth therein, the consideration of $22.00 per share in cash to be received by the holders of Company Shares in the Acquisition was fair, from a financial point of view, to such holders. For a detailed discussion of Perella Weinberg’s opinion, please see the section entitled “Opinion of the Company’s Financial Adviser and Certain Financial Forecasts prepared by Company management” in paragraph 4 of Part I (Letter from the Chairman of Oxford Immunotec Global PLC). The written opinion delivered by Perella Weinberg is attached to this document as Annex B.
Following additional discussion and consideration of the Implementation Agreement and the Acquisition, including a discussion of the comparative value that the Company Shareholders might realise from the Company continuing as a stand-alone business, the Company Board unanimously (i) determined that the terms of the Acquisition, including the terms of the Implementation Agreement, are fair and reasonable and that proceeding with the Acquisition is likely to promote the success of the Company for the benefit of its shareholders, having had regard to the interests of other stakeholders, and (ii) resolved to recommend that the Company’s shareholders vote in favour of the resolutions relating to the Acquisition at the Meetings.
On 7 January 2021, the Company, PerkinElmer and Bidco executed the Implementation Agreement and the Company delivered the Irrevocable Undertakings from its directors and executive officers.
Before the opening of trading on Nasdaq on 7 January 2021, the Company and PerkinElmer jointly announced the execution of the Implementation Agreement.
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15.
Further information
Your attention is drawn to Part II (Explanatory Statement) of this document (being the Explanatory Statement made in compliance with section 897 of the Companies Act 2006), which gives further details about the Acquisition and the terms of the Scheme that are set out in full at the end of this document. Please note that reading the information in Part II (Explanatory Statement) of this document is not a substitute for reading the remainder of this document.
You are advised to read the whole of this document (including any documents incorporated by reference into it) and not just to rely on the summary information in this letter.
Your attention is further drawn to the information contained in Part III (Conditions to and Further Terms of the Scheme and the Acquisition), Part V (Additional Information), Part VIII (The Scheme of Arrangement) and to the proposed timetable of principal events set out on page xvi of this document.
16.
Company Board Recommendation
For the reasons set out in this document, the Company Directors, who have been advised by Perella Weinberg as to the financial terms of the Acquisition, consider the terms of the Acquisition to be fair and reasonable. In providing advice to the Company Board, Perella Weinberg has taken into account the commercial assessments of the Company Directors. Perella Weinberg’s opinion, dated 6 January 2021, with respect to the fairness, from a financial point of view, of the Consideration to holders of Company Shares, which sets forth, among other things, the assumptions made, procedures followed, matters considered and qualifications and limitations on the review undertaken by Perella Weinberg, is attached hereto as Annex B.
Accordingly, the Company Directors unanimously recommend that Company Scheme Shareholders vote in favour of the Scheme Resolution at the Court Meeting and that Company Shareholders vote in favour of the GM Resolution to be proposed at the General Meeting, as the Company Directors who hold Company Shares have irrevocably undertaken to do, or to procure, in respect of their own beneficial holdings (and (to the extent relevant) the outstanding beneficial holdings of such person’s spouse, civil partner, de facto partner, or similarly-related person) of (i) Company Shares amounting to, in aggregate, 339,771 Company Shares representing approximately 1.3 percent of the existing issued ordinary share capital of the Company as at the Latest Practicable Date and (ii) further Company Shares he or she may acquire on the exercise of any of the awards over the Company Shares he or she holds pursuant to the Company Share Plans amounting to, in aggregate, 882,059 Company Shares.
In addition, Ronald Andrews, Mark Klausner, Herman Rosenman, Richard Sandberg, James Tobin and Andrew Walton, each being a Company Director who does not currently hold any Company Shares, has entered into an irrevocable undertaking in respect of any Company Shares he or she may acquire on the exercise of any of the awards over the Company Shares he or she holds pursuant to the Company Share Plans as well as any other Company Shares they may acquire.
Yours faithfully,

Patrick Balthrop, Sr.
Chairman
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PART II

EXPLANATORY STATEMENT

(in compliance with section 897 of the Companies Act 2006)
29 January 2021
RECOMMENDED CASH ACQUISITION
of
OXFORD IMMUNOTEC GLOBAL PLC
by
PERKINELMER (UK) HOLDINGS LIMITED
1.
Introduction
On 7 January 2021, the Company Board and PerkinElmer announced that they had agreed to the terms of a recommended cash offer pursuant to which Bidco (a wholly-owned subsidiary of PerkinElmer) will acquire the entire issued and to be issued share capital of the Company.
The Acquisition will be implemented by means of a Court-sanctioned scheme of arrangement between the Company and the Company Scheme Shareholders under Part 26 of the Companies Act 2006. This requires, amongst other things, the approval of Company Shareholders and the sanction of the Court. The Acquisition remains subject to the terms and conditions set out in Part III (Conditions to and Further Terms of the Scheme and the Acquisition) of this document.
Your attention is drawn to the letter from the Chairman of the Company, Patrick Balthrop Sr., set out in Part I (Letter from the Chairman of Oxford Immunotec Global PLC) of this document, which forms part of this Explanatory Statement. That letter contains, amongst other things, information on the background to, and reasons for, the unanimous recommendation by the Company Board to Company Shareholders to vote in favour of the Resolutions to approve and implement the Acquisition to be proposed at the Company Shareholder Meetings.
Your attention is also drawn to the information contained in Part III (Conditions to and Further Terms of the Scheme and the Acquisition) and Part V (Additional Information) of this document. The Scheme is set out in full in Part VIII (The Scheme of Arrangement) of this document.
The Company retained Perella Weinberg UK Limited, which acted as an advisor to the Company in connection with the proposed Acquisition. The purpose of this Explanatory Statement is to explain the terms of the Acquisition and to provide you with other relevant information.
Company Shareholders should read the whole of this document (including any documents incorporated by reference into it) before deciding whether or not to vote in favour of the Scheme Resolution at the Court Meeting and the GM Resolution at the General Meeting.
2.
Summary of the terms of the Acquisition
The Acquisition will be implemented by way of a Court-sanctioned scheme of arrangement between the Company and the Company Scheme Shareholders under Part 26 of the Companies Act 2006 (although PerkinElmer reserves the right (with the prior written consent of the Company or if one of the other circumstances provided for in the Implementation Agreement applies)) to implement the Acquisition by way of an Offer). The approval of the Scheme Resolution by Company Scheme Shareholders at the Court Meeting, the passing of the GM Resolution by Company Shareholders at the General Meeting and the sanction of the Court are each required.
Upon the Scheme becoming Effective, which is subject to the Conditions and further terms set out in Part III (Conditions to and Further Terms of the Scheme and the Acquisition) of this document, the Company Scheme Shareholders will receive, in accordance with the terms of the Scheme:
US$22.00 in cash for each Company Scheme Share held at the Scheme Record Time
The terms of the Acquisition values the Company’s entire issued and to be issued share capital (as at the Latest Practicable Date) at approximately US$591 million and represents a premium of approximately: (i) 28.3 per cent. to the closing stock price per Company Share of US$17.15 on 5 January 2021 (being the last practicable
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date prior to the date of the Announcement); and (ii) 53.5 per cent. to the 90 trading day volume-weighted average price per Company Share of US$14.34 for the period from 8 October 2020 to 5 January 2021 (being the last practicable date prior to the date of the Announcement). In addition, the terms of the Acquisition represent a premium of 99.2 per cent to the Company’s enterprise value calculated using the 90 trading day volume weighted average price for the period from 8 October 2020 to 5 January 2021.
Upon the Scheme becoming Effective, Bidco and/or its nominee (including any DR Nominee) will acquire the Company Scheme Shares for the Consideration with full title guarantee, fully paid up, free from all liens, equitable interests, charges, encumbrances, rights of pre-emption and any other third party rights or interests whatsoever and together with all rights existing at the Effective Date or thereafter attaching thereto, including voting rights and entitlement to receive and retain all dividends and/or other distributions declared, paid or made by the Company in respect of the Company Scheme Shares by reference to a record date falling on or after the Effective Date.
If any dividend or other distribution in respect of the Company Scheme Shares is declared, paid or made on or after the date of this document, Bidco reserves the right to reduce the consideration payable for each Company Share under the terms of the Acquisition by the amount per Company Scheme Share of such dividend or distribution.
On the Effective Date, the Company will become a subsidiary of Bidco and/or its nominee and it is intended that the Company will be re-registered as a private limited company under the relevant provisions of the Companies Act 2006.
The Acquisition remains subject to the Conditions and further terms set out in full in Part III (Conditions to and Further Terms of the Scheme and the Acquisition) of this document.
As further described in paragraph 10 of Part I (Letter from the Chairman of Oxford Immunotec Global PLC) of this document, the Takeover Code does not apply to the Acquisition.
The Acquisition is conditional, amongst other things, upon:
(i)
the Scheme becoming Effective by the Long Stop Date, failing which it will lapse;
(ii)
the Scheme Resolution having been approved at the Court Meeting by a majority in number of those Company Scheme Shareholders who are on the register of members of the Company at the Scheme Voting Record Time, representing not less than 75 per cent. in value of the Company Scheme Shares held by those Company Scheme Shareholders, in each case present, entitled to vote and voting, in person or by proxy;
(iii)
the GM Resolution having been approved by Company Shareholders on the register of members of the Company at the Scheme Voting Record Time representing at least 75 per cent. of the votes cast, either remotely or by proxy, at the General Meeting;
(iv)
the Scheme having been sanctioned by the Court with or without modification (but subject to any such modification being acceptable to the Company and Bidco); and
(v)
a copy of the Court Order having been delivered to the Registrar of Companies.
The Acquisition does not require the approval of PerkinElmer’s shareholders.
At this stage, subject to the approval and availability of the Court (which is subject to change), and subject to the satisfaction (or, where applicable, waiver) of the Conditions, PerkinElmer expects that the Scheme will become Effective in March 2021.
3.
Background to, and reasons for, Acquisition recommendation
PerkinElmer is a global leader in the life sciences and diagnostics industry offering a broad portfolio of products, services and solutions for the diagnostics, life sciences, food and applied markets. PerkinElmer is focused on serving attractive end markets, improving its product mix, enhancing geographic reach and strengthening its technological capabilities.
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The proposed acquisition of the Company by PerkinElmer will bring a number of benefits, which will further drive growth and value in the following ways, among others:
The combination of PerkinElmer’s channel expertise and leading workflow and testing capabilities with the Company’s leading proficiencies in T cell immunology with its proprietary test kits for latent tuberculosis will create better solutions for customers around the world.
Following the Acquisition, PerkinElmer will broaden its infectious disease solutions portfolio with market-leading tuberculosis offerings.
Following discussions with a range of parties on a variety of potential strategic transactions, the Company Board determined that the proposal from PerkinElmer was the most attractive due to several factors including the Acquisition terms and likelihood of completion (as further described in paragraph 5 of Part I (Letter from the Chairman of Oxford Immunotec Global PLC) of this document).
Following completion of the negotiation of the Implementation Agreement (as further described in paragraph 5 of Part I (Letter from the Chairman of Oxford Immunotec Global PLC) of this document), the Company Board considers that the Acquisition is likely to promote the success of the Company for the benefit of the Company Shareholders taken as a whole and accordingly entered into the Implementation Agreement on 7 January 2021.
4.
Financing
The entirety of the Consideration payable to Company Scheme Shareholders and any amount payable to any participant in the Company Share Plans (as further described in paragraph 7 of Part I (Letter from the Chairman of Oxford Immunotec Global PLC) of this document) will be satisfied in cash. PerkinElmer intends to finance the Consideration payable by Bidco to Company Scheme Shareholders through existing cash resources available to the PerkinElmer Group.
5.
Information on the Company
Oxford Immunotec is a public limited company incorporated in England and Wales. The Company is a global, high-growth diagnostics company focused on developing and commercialising proprietary tests for immunology and infectious disease by leveraging the technological, product development, manufacturing, quality, regulatory, and sales and marketing capabilities developed over its eighteen year history. The Company’s proprietary T-SPOT®.TB test utilizes its T-SPOT technology platform to test for tuberculosis.
The Company Shares are traded on Nasdaq under the symbol “OXFD”. The Company’s registered office is located at 94c Innovation Drive, Milton Park, Abingdon, Oxfordshire, OX14 4RZ, United Kingdom.
Additional information about the Company is contained on its website located at www.oxfordimmunotec.com, and in its public filings, which are incorporated by reference herein. See the section entitled “Documents” in paragraph 8 of Part V (Additional Information).
6.
Information on PerkinElmer and Bidco
PerkinElmer enables scientists, researchers and clinicians to address their most critical challenges across science and healthcare. With a mission focused on innovating for a healthier world, PerkinElmer delivers unique solutions to serve the diagnostics, life sciences, food and applied markets. PerkinElmer strategically partners with customers to enable earlier and more accurate insights supported by deep market knowledge and technical expertise. It has a dedicated team of about 14,000 employees worldwide who are passionate about helping customers work to create healthier families, improve the quality of life, and sustain the wellbeing and longevity of people globally. PerkinElmer reported revenue of approximately $2.9 billion in 2019, serves customers in 190 countries, and is a component of the S&P 500 index. Additional information is available through 1-877-PKI-NYSE, or at www.perkinelmer.com
Bidco is a private limited company, which was duly incorporated in April 1999 under the laws of England and Wales. Its registered office is Chalfont Road, Seer Green, Beaconsfield, Buckinghamshire, United Kingdom, HP9 2FX. Bidco’s principal activity is that of an intermediate holding company and its subsidiaries are engaged in the development, manufacture and sale of life science and diagnostic products and services.
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7.
The Company’s current trading and prospects
The latest financial statements reported for the Company were for the year ended 31 December 2019, excerpts of which are provided below. Unless otherwise stated, the results identified below relate to such financial year.
Business overview
Oxford Immunotec is a global, high-growth diagnostics company focused on developing and commercializing proprietary tests for immunology and infectious disease by leveraging the technological, product development, manufacturing, quality, regulatory, and sales and marketing capabilities it has developed over its eighteen year history. The Company’s proprietary T-SPOT.TB test utilises its T-SPOT technology platform to test for tuberculosis, which is the leading cause of infectious disease death worldwide.
The Company has incurred significant losses from inception and as of 30 September 2020 had an accumulated deficit of US$101.5 million. The Company’s reported revenue for the nine months ended 30 September 2020 was US$39.2 million. The Company’s loss from continuing operations for the nine months ended 30 September 2020 was US$16.1 million.
Revenue
The Company generates revenue from sales associated with its T-SPOT technology platform via its direct sales force and also through distributors. The Company’s T-SPOT.TB test is its first commercialised product based on this technology.
By type, total revenues from continuing operations for the year ended 31 December 2019 were (i) US$69,763,000 from products and (ii) US$3,947,000 from services (totalling US$73,710,000).
Revenue increased by 23 per cent. to US$73.7 million for the year ended 31 December 2019 compared to US$59.8 million for the same period in 2018.
Operating expenses
Cost of revenue consists of direct labour expenses, including employee benefits and share-based remuneration expenses, overhead expenses, material costs, cost of laboratory supplies, freight costs, royalties paid under license agreements, depreciation of laboratory equipment and leasehold improvements.
During the year ended 31 December 2019, the Company’s cost of revenue represented 26 per cent. of its total revenue. Cost of revenue increased by 15 per cent. to US$19.3 million for the year ended 31 December 2019 from US$16.8 million in the same period of 2018. Gross margin for 2018 increased to 74 per cent. from 72 per cent. for 2018.
Cash position
As of 30 September 2020, the Company had cash, cash equivalents, and restricted cash of US$160.7 million.
8.
Structure of the Acquisition
(a)
The Scheme
It is intended that the Acquisition will be effected by way of the Scheme (although PerkinElmer reserves the right to implement the Acquisition by way of an Offer as an alternative to the Scheme with the prior written consent of the Company or if one of the other circumstances provided for in the Implementation Agreement applies). The Scheme is an arrangement made between the Company and the Company Scheme Shareholders under Part 26 of the Companies Act 2006. The provisions of the Scheme are set out in full in Part VIII (The Scheme of Arrangement) of this document. The Scheme involves an application by the Company to the Court to sanction the Scheme pursuant to which, upon the Scheme becoming Effective, the Company Scheme Shares will be transferred to Bidco and/or its nominee (including any DR Nominee), in consideration for which the Company Scheme Shareholders on the register of members of the Company at the Scheme Record Time will receive the Consideration. Pursuant to the Implementation Agreement, PerkinElmer has agreed to appear by counsel at the Court Hearing to undertake to be bound by the Scheme following the satisfaction (or, where
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applicable, waiver) of the Conditions (excluding any Condition capable of satisfaction only at or after the Court Hearing). The transfer of the Company Scheme Shares to Bidco and/or its nominee (including any DR Nominee) provided for in the Scheme, will result in the entire issued share capital of the Company being held by Bidco and/or its nominee (including any DR Nominee).
(b)
Transfer of the Company Scheme Shares
Upon the Scheme becoming Effective, Bidco and/or its nominee (including any DR Nominee) will acquire, for the Consideration, the Company Scheme Shares with full title guarantee, fully paid up, free from all liens, equitable interests, charges, encumbrances, rights of pre-emption and any other third party rights or interests whatsoever and together with all rights existing at the Effective Date or thereafter attaching thereto, including voting rights and entitlement to receive and retain all dividends and/or other distributions declared, paid or made by the Company in respect of the Company Scheme Shares by reference to a record date falling on or after the Effective Date.
For the purposes of the acquisition, the Company Scheme Shares shall be transferred to Bidco and/or its nominee (including any DR Nominee) and to give effect to such transfers any person may be appointed by Bidco as attorney and/or agent and/or otherwise and shall be authorised as such attorney and/or agent and/or otherwise on behalf of the relevant Company Scheme Shareholder to execute and deliver as transferor a form of transfer or other instrument or instruction of transfer (whether as a deed or otherwise) of such Company Scheme Shares, and every form, instrument or instruction of transfer so executed shall be as effective as if it had been executed by the Company Scheme Shareholder thereby transferred. Such form, instrument or instruction of transfer shall be deemed to be the principal instrument of transfer and the equitable or beneficial interest in the Company Scheme Shares shall only be transferred to Bidco and/or its nominee(s) (including any DR Nominee) together with the legal interest in such Company Scheme Shares, pursuant to such form, instrument or instruction of transfer.
If any of the Company Scheme Shares are transferred to a DR Nominee, the DR Nominee shall issue depositary receipts in respect of that part of the Company Scheme Shares to Bidco in a manner consistent with the submission to HMRC described in paragraph 14 of this Part II (Explanatory Statement) of this document.
The proposed timetable of principal events for the Acquisition and Scheme is set out on page xvi of this document. It is currently expected that the Scheme will become Effective in March 2021, subject to the satisfaction or (where applicable) waiver of all the relevant Conditions.
(c)
Company Shareholder approvals
The Scheme is subject to the approval of the Scheme Resolution by the Company Scheme Shareholders at the Court Meeting and approval of the GM Resolution by Company Shareholders at the General Meeting. As at the Latest Practicable Date, there were 25,577,834 Company Shares is issue. Company Shares in which a member of the PerkinElmer Group is interested will not be eligible to be voted on the Scheme Resolution at the Court Meeting and the Scheme will not apply to such Company Shares. As at the Latest Practicable Date, no member of the PerkinElmer Group held interests in Company Shares.
It is important that, for the Court Meeting, as many votes as possible are cast so that the Court may be satisfied that there is a fair representation of opinion of the Company Scheme Shareholders. Therefore, whether or not you intend to remotely attend and/or vote at the Company Shareholder Meetings, you are strongly urged to complete, sign and return by mail both Forms of Proxy accompanying this document, or appoint a proxy via the internet at www.proxyvote.com or by telephone on +1 800-690-6903 as soon as possible.
In addition, the Acquisition will require the approval of the GM Resolution by the Company Shareholders at the General Meeting. The General Meeting has been convened to consider and, if thought fit, pass, a special resolution to (i) authorise the Company Directors to take all such action as they may consider necessary or appropriate for carrying the Scheme into effect; (ii) amend, with effect from the passing of such resolution, the Company Articles to ensure that (A) any Company Share issued or transferred after such amendment to the Company Articles and before the Scheme Record Time will be subject to the Scheme or otherwise transferred to Bidco and/or its nominee (including any DR Nominee) and (B) if any Company Share is issued or transferred to any person at or after the Scheme Record Time then such person will, provided the Scheme has become
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effective, be obliged to transfer all such Company Shares, and (iii) subject to the Scheme becoming Effective, re-register the Company as a private limited company and amend its articles of association. The General Meeting will be held shortly after the Court Meeting.
(i)
The Court Meeting
The Court Meeting has been convened for 10:30 a.m. on 26 February 2021 for Company Scheme Shareholders to consider and, if thought fit, approve the Scheme Resolution.
At the Court Meeting, voting will be by poll (and not a show of hands) and each Company Scheme Shareholder present, remotely or by proxy, will be entitled to one vote for each Company Scheme Share held as at the Scheme Voting Record Time. The approval required at the Court Meeting is a majority in number of the Company Scheme Shareholders representing not less than 75 per cent. in value of the Company Scheme Shares held by such Company Scheme Shareholders present and voting (and entitled to vote) remotely or by proxy.
(ii)
The General Meeting
The General Meeting has been convened for 11:00 a.m. on 26 February 2021, or, if later, as soon after that time as the Court Meeting has been concluded or adjourned, for Company Shareholders to consider and, if thought fit, pass, a special resolution to approve the GM Resolution.
Voting on the GM Resolution will be by poll (and not a show of hands), and each Company Shareholder present, remotely or by proxy, will be entitled to one vote for every Company Share held as at the Scheme Voting Record Time.
To be passed, the GM Resolution will require the approval of Company Shareholders on the register of members of the Company at the Scheme Voting Record Time representing at least 75 per cent. of the votes cast, either remotely or by proxy, at the General Meeting.
The quorum for the General Meeting will be Company Shareholders who hold at least one-third of the issued Company Shares as at the Scheme Voting Record Time present remotely or by proxy.
(iii)
Attendance at the Company Shareholder Meetings
Entitlement to attend remotely, speak and vote at the Company Shareholder Meetings and the number of votes which may be cast at the meetings will be determined by reference to the register of members of Company at the Scheme Voting Record Time.
Company Scheme Shareholders whose names appear on the register of members of Company at the close of business on 19 February 2021 or, if the Court Meeting is adjourned, on the register of members at the close of business on the date that is five Business Days before the date set for the adjourned meeting, shall be entitled to attend remotely and speak and vote at the Court Meeting in respect of the number of Company Scheme Shares registered in their name at the Scheme Voting Record Time.
Company Shareholders whose names appear on the register of members of Company at the close of business on 19 February 2021 or, if the General Meeting is adjourned, on the register of members at the close of business on the date that is five Business Days before the date set for the adjourned meeting, shall be entitled to attend remotely and speak and vote at the General Meeting in respect of the number of Company Shares registered in their name at the Scheme Voting Record Time.
In light of the COVID-19 Restrictions, Company Scheme Shareholders, Company Shareholders and other attendees will not be permitted to attend (or vote at) the Court Meeting or the General Meeting in person, save for the Chair of the relevant Company Shareholder Meeting and anyone else nominated by the Chair in order to establish a quorum. Company Scheme Shareholders and Company Shareholders can remotely attend, submit written questions and/or any objections (in the case of the Court Meeting) and vote at the Court Meeting or the General Meeting in each case via the Virtual Meeting Platform, as described in the opening pages of this document and in the Notice of Court Meeting and the Notice of General Meeting of this document.
Access to the Company Shareholder Meetings will be available from 10:15 a.m. on 26 February 2021, although the voting functionality will not be enabled until the Chair of the relevant Company Shareholder
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Meeting declares the poll open. Company Scheme Shareholders and Company Shareholders will be permitted to submit written questions (via the Virtual Meeting Platform) to the Company Directors during the course of the relevant Company Shareholder Meeting. Company Scheme Shareholders can use the same function to submit any written objections they may have to the Scheme at the Court Meeting. The Chair of the relevant Company Shareholder Meeting will ensure that all such questions and/or any objections (in the case of the Court Meeting) relating to the formal business of the relevant Company Shareholder Meeting are addressed during the relevant Company Shareholder Meeting, unless no response is required to be provided under the Companies Act 2006 for the provision of a response would, at the Chair’s discretion, otherwise be undesirable in the interests of the Company or the good order of the relevant Company Shareholder Meeting.
You will find the notices convening the Court Meeting and of the General Meeting set out in the Notice of Court Meeting and the Notice of General Meeting of this document, respectively.
(d)
Court Hearing to sanction the Scheme
Under the Companies Act 2006, the Scheme also requires the sanction of the Court.
The Court Hearing to sanction the Scheme is currently expected to take place in March 2021. All Company Shareholders are entitled to attend the Court Hearing remotely or through counsel to support or oppose the sanction of the Scheme.
The Scheme will become Effective as soon as a copy of the Court Order has been delivered to the Registrar of Companies. This is currently expected to occur in March 2021. It is intended that the Company will be re-registered as a private limited company shortly afterwards.
If the Scheme becomes Effective, it will be binding on all the Company Scheme Shareholders, including any Company Shareholders who did not vote to approve the Scheme or who voted against the Scheme Resolution at the Court Meeting or the GM Resolution at the General Meeting.
Unless the Scheme becomes Effective by the Long Stop Date, it will lapse and the Acquisition will not proceed (unless extended with the agreement of PerkinElmer, Bidco and the Company and, if required, the approval of the Court).
(e)
Modifications to the Scheme
The Scheme contains a provision for Company and Bidco to consent on behalf of all persons concerned to any modification of, or addition to, the Scheme or to any condition approved or imposed by the Court. The Court would be unlikely to approve any modification of, or additions to, or impose a condition to the Scheme which might be material to the interests of the Company Scheme Shareholders unless the Company Scheme Shareholders were informed of such modification, addition or condition. It would be a matter for the Court to decide, in its discretion, whether or not a further meeting of the Company Scheme Shareholders should be held in these circumstances.
(f)
Conditions to the Acquisition
The Acquisition is subject to the Conditions and further terms set out in full in Part III (Conditions to and Further Terms of the Scheme and the Acquisition) of this document.
The Acquisition is conditional, amongst other things, upon:
(i)
the Scheme becoming Effective by the Long Stop Date;
(ii)
the Scheme Resolution having been approved at the Court Meeting by a majority in number of those Company Scheme Shareholders who are on the register of members of the Company at the Scheme Voting Record Time, representing not less than 75 per cent. in value of the Company Scheme Shares held by those Company Scheme Shareholders, in each case present, entitled to vote and voting, in person or by proxy;
(iii)
the GM Resolution having been approved by Company Shareholders on the register of members of Company at the Scheme Voting Record Time representing at least 75 per cent. of the votes cast, either remotely or by proxy, at the General Meeting;
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(iv)
the Scheme having been sanctioned by the Court with or without modification (but subject to any such modification being acceptable to the Company and Bidco); and
(v)
a copy of the Court Order having been delivered to the Registrar of Companies.
The Acquisition does not require the approval of PerkinElmer’s shareholders.
At this stage, subject to the approval and availability of the Court (which is subject to change), and subject to the satisfaction (or, where applicable, waiver) of the Conditions, PerkinElmer expects that the Scheme will become Effective in March 2021.
If any Condition referred to in Part III (Conditions to and Further Terms of the Scheme and the Acquisition) of this document is not capable of being satisfied by the date specified therein, the Company shall make an announcement through a national news wire service as soon as practicable and, in any event, by no later than 9:30 a.m. (London time) on the date of the Court Hearing, stating that PerkinElmer and/or Bidco has invoked that Condition or, with the agreement of the Company, specified a new date by which that Condition must be satisfied.
9.
Offer-related arrangements
Summaries of the Implementation Agreement and the Confidentiality Agreement entered into in connection with the Acquisition are set out in paragraph 7 of Part V (Additional Information) of this document. These agreements have been made available on the Company’s website, www.oxfordimmunotec.com.
10.
Company Directors and the effect of the Scheme on their interests
Details of the interests of the Company Directors in Company Shares are set out in paragraph 2 of Part V (Additional Information) of this document.
The following Company Directors have given irrevocable undertakings to vote, or to procure a vote, in favour of the Scheme Resolution at the Court Meeting and the GM Resolution to be proposed at the General Meeting as described in paragraph 8 of this Part II (Explanatory Statement) of this document, in relation to the following Company Shares currently beneficially held by them and any further Company Shares they may acquire on the exercise of awards over the Company Shares he or she holds pursuant to the Company Share Plans.
Name
Company
Shares
(%)
Awards
Peter Wrighton-Smith
312,047
1.2
724,542
Patrick Balthrop, Sr.
4,000
0.0
62,045
Patricia Randall
23,724
0.1
95,472
In addition, the following Company Directors, including those who do not currently hold any Company Shares, have entered into an irrevocable undertaking in respect of any Company Shares he or she may acquire on the exercise of any awards over Company Shares he or she holds pursuant to the Company Share Plans as well as any other Company Shares they may acquire.
Name
Awards
Ronald Andrews
65,774
Mark Klausner
47,131
Herman Rosenman
80,688
Richard Alvin Sandberg
56,967
James Tobin
73,231
Andrew Scott Walton
65,774
Save as set out in this document, the effect of the Scheme on the interests of the Company Directors does not differ from its effect on like interests of any other Company Shareholder.
In addition, to the Irrevocable Undertakings from the Company Directors, the following Company executive officers have given Irrevocable Undertakings to vote, or to procure a vote, in favour of the Scheme Resolution at the Court Meeting and the GM Resolution to be proposed at the General Meeting as described in paragraph
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8 of this Part II (Explanatory Statement) of this document, in respect of any Company Shares he or she may acquire on the exercise of any awards over Company Shares he or she holds pursuant to the Company Share Plans as well as any other Company Shares they may acquire.
Name
Awards
Janet Kidd
36,819
Matthew McLaughlin
153,310
11.
Delisting, deregistration and re-registration
Prior to the Scheme becoming Effective, a request will be made by the Company to Nasdaq to suspend trading of, and de-list, the Company Shares on Nasdaq, to take effect on, or shortly after, the Effective Date. Subsequently, the Company Shares will be deregistered under the U.S. Exchange Act.
On the Effective Date, the Company will become a subsidiary of Bidco and/or its nominee and it is intended the Company will be re-registered as a private company under the applicable provisions of the Companies Act 2006 as soon as reasonably practicable after the Effective Date.
12.
Settlement
Subject to the Scheme becoming Effective (and except as provided in paragraph 15 of this Part II (Explanatory Statement) of this document in relation to certain Overseas Shareholders), settlement of the Consideration to which any Company Shareholder is entitled under the Scheme will be effected in the following manner, subject to any arrangements that are required by law (or in the case of Company Scheme Shares acquired pursuant to awards under the Company Share Plans, permitted by applicable Law and the relevant contractual arrangements) to be put in place to effect the payment of any tax, National Insurance contributions or other social security contributions.
Where, at the Scheme Record Time, a Company Scheme Shareholder holds Company Scheme Shares in their own name, settlement of any cash payment to which the Company Scheme Shareholder is entitled pursuant to the Scheme shall be sent to such Company Scheme Shareholder by cheque. Cheques shall be despatched as soon as practicable after the Effective Date. Notwithstanding the previous sentence, Company Scheme Shareholders whose Company Scheme Shares are represented by certificates will need to return such certificates to the Company’s transfer agent, Computershare, before a cheque can be despatched to them.
Company Scheme Shares acquired by employees or directors under the Company Share Plans
In the case of awards held by directors or employees of the Company exercised or settled around the same time as the Scheme becomes Effective that are share settled, such settlement shall be made by the issue of Company Shares to the relevant director or employee, so that such director or employee will be a Company Scheme Shareholder. Settlement of any cash payment to which any such director or employee is entitled as a Company Scheme Shareholder pursuant to the Scheme shall be made to the Company on behalf of the relevant director or employee to enable payment to be made through payroll as soon as reasonably practicable after the Effective Date in accordance with the letters to be sent to them on or around the time of this Scheme Document.
For completeness, in the case of awards held by directors or employees of the Company exercised or settled around the same time as the Scheme becomes Effective that are cash settled, settlement of the consideration shall be made to the Company on behalf of the relevant director or employee to enable payment directly into the applicable bank account through payroll as soon as reasonably practicable after the Effective Date in accordance with the letters to be sent to them on or around the time of this Scheme Document.
(a)
General Data Protection Regulation
In connection with the Acquisition pursuant to the Scheme, the Company will be required to disclose to PerkinElmer the Company Shareholders’ name, address, contact information and details of their shareholding in the Company, all of which constitutes Company Shareholders’ personal data (as defined in the General Data Protection Regulation 2016/679 (the “GDPR”)). The reason for the disclosure of Company Shareholders is to allow the Scheme to be implemented in compliance with the Companies Act 2006. The legal basis for the disclosure of Company Shareholders’ personal data to PerkinElmer is compliance with a legal obligation.
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Company Shareholders’ personal data will be transferred to the United States to fulfil this purpose. As the United States is located outside the European Economic Area, protective measures will be taken to ensure an adequate level of protection for Company Shareholders’ personal data.
(b)
General
All documents and remittances sent to, or from, by or on behalf of the Company Scheme Shareholders will be sent entirely at their own risk. On the Effective Date, each certificate representing a holding of Company Shares will cease to be a valid document of title. To receive their Consideration, Company Scheme Shareholders who are stockholders of record are required to return their share certificates to the Company’s transfer agent, Computershare. In order to be paid automatically upon the Effective Date, Company Scheme Shareholders should send their certificates to Computershare now and ask that they be deposited into their accounts for safe keeping. Alternatively, following the Effective Date, Computershare will mail a Letter of Transmittal to all Company Scheme Shareholders still holding physical certificates to facilitate their surrender and the distribution of their Consideration in connection with the Scheme. Company Scheme Shareholders may deliver their certificates to Computershare by regular mail to Computershare, P.O. Box 505005, Louisville, KY 40233, USA, or by overnight mail to Computershare, 462 South 4th Street, Suite 1600, Louisville, KY 40202, USA. If you cannot locate your share certificate please call Computershare at +1-855-895-7224 or +1-732-491-0756, Monday to Friday (except public holidays in the United States) between 8:30 a.m. and 6:00 p.m. EST.
Settlement of the Consideration to which any Company Shareholder is entitled under the Scheme will be implemented in full in accordance with the terms of the Scheme free of any lien, right of set-off, counterclaim or other analogous rights to which Bidco might otherwise be, or claim to be, entitled against such Company Shareholder.
13.
No appraisal rights
If the Company Scheme Shareholders approve the Scheme Resolution at the Court Meeting and the Court sanctions the Scheme, then, subject to the Scheme becoming Effective in accordance with its terms, the Scheme will be binding on all Company Shareholders, including those who did not vote or who voted against it at the Court Meeting. If the Company Scheme Shareholders approve the Scheme and the Court sanctions the Scheme, no Company Scheme Shareholder will have “dissenters” or “appraisal” rights or otherwise have any right to seek a court appraisal of the value of Company Shares. If the Scheme becomes Effective, all the Company Scheme Shareholders will receive, subject to those Company Scheme Shareholders whose Company Scheme Shares are represented by certificates returning such certificates to the Company’s transfer agent, Computershare. the Consideration in respect of each Company Scheme Share that such Company Scheme Shareholder held at the Scheme Record Time.
14.
United Kingdom Stamp taxes
Bidco shall, if it so wishes, apply for a non-statutory ruling from HMRC regarding the United Kingdom stamp duty and stamp duty reserve tax (“SDRT”) implications of the Acquisition, which may include a request for confirmation that neither the Court Order nor any instrument of transfer transferring the Company Scheme Shares held by Cede & Co. to a DR Nominee is subject to United Kingdom stamp duty or SDRT and that United Kingdom stamp duty or SDRT will only be payable in respect of any stock transfer form(s) which transfer shares not held by Cede & Co. to Bidco (or its nominee (including any DR Nominee)).
15.
Shareholders outside the United Kingdom
(a)
General
This document has been prepared for the purposes of complying with English law and U.S. law and the information disclosed may not be the same as that which would have been disclosed if this document had been prepared in accordance with the laws of jurisdictions outside the United Kingdom or the United States.
This document does not constitute an offer to sell or issue or the solicitation of an offer to buy or subscribe for shares in any jurisdiction in which such offer or solicitation is unlawful.
Overseas Shareholders should consult their own legal and tax advisers with respect to the legal and tax consequences of the Scheme.
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The availability of the Acquisition to Overseas Shareholders may be affected by the laws of the relevant jurisdictions in which they are located. Overseas Shareholders should inform themselves about and should observe any applicable legal or regulatory requirements. It is the responsibility of all Overseas Shareholders to satisfy themselves as to the full compliance of the laws of the relevant jurisdiction in connection therewith, including the obtaining of any governmental, exchange control or other consents which may be required, or the compliance with other necessary formalities which are required to be observed and the payment of any issue, transfer or other taxes due in such jurisdiction.
The release, publication or distribution of this document and/or any accompanying documents (in whole or in part) in or into or from jurisdictions other than the United Kingdom or the United States may be restricted by law and, therefore, any persons who are subject to the law of any jurisdiction other than the United Kingdom or the United States should inform themselves about, and observe, any applicable legal or regulatory requirements. In particular, the ability of persons who are not resident in the United Kingdom to vote their Company Shares with respect to the Scheme at the Company Shareholder Meetings, or to appoint another person as proxy may be affected by the laws of the relevant jurisdictions in which they are located. Any failure to comply with the applicable restrictions may constitute a violation of the securities laws of any such Restricted Jurisdiction. To the fullest extent permitted by applicable Law, the Company, PerkinElmer and Bidco disclaim any responsibility or liability for the violation of such restrictions by any person or any other failure to satisfy any applicable Laws, regulations or requirements.
Unless otherwise determined by PerkinElmer and/or Bidco, and permitted by applicable Law and regulation, the Acquisition will not be made available, directly or indirectly, in, into or from a jurisdiction where to do so would violate the laws in that jurisdiction and no person may vote in favour of the Acquisition by any such use, means, instrumentality or form within any jurisdiction if to do so would constitute a violation of the laws of that jurisdiction. Accordingly, copies of this document and all documents relating to the Acquisition are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in, into or from a jurisdiction where to do so would violate the laws in that jurisdiction, and persons receiving this document and all documents relating to the Acquisition (including custodians, nominees and trustees) must not mail or otherwise distribute or send them in, into or from such jurisdictions where to do so would violate the laws in that jurisdiction.
Persons who are not resident in the United Kingdom or the United States should inform themselves of, and observe, any applicable legal and regulatory requirements.
(b)
Overseas securities laws
Copies of this document and any formal documentation relating to the Acquisition are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in or into or from any Restricted Jurisdiction or any jurisdiction where to do so would constitute a violation of the laws of such jurisdiction and persons receiving such documents (including custodians, nominees and trustees) must not mail or otherwise forward, distribute or send them in or into or from any Restricted Jurisdiction. Doing so may render invalid any related purported vote in respect of the Acquisition.
Neither this document nor the accompanying documents are intended to, and do not, constitute or form part of any offer or invitation to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities or the solicitation of any vote or approval pursuant to the Scheme or otherwise, in any jurisdiction in which such offer, invitation or solicitation is unlawful. Nothing in this document or the accompanying documents should be relied upon for any other purpose.
This document and the accompanying documents have been prepared for the purposes of complying with English and U.S. law and the information disclosed may not be the same as that which would have been disclosed if this document had been prepared in accordance with the laws of jurisdictions outside the United Kingdom. Overseas Shareholders should consult their own legal and tax advisers with regard to the legal and tax consequences of the Scheme for their particular circumstances.
All Company Shareholders (including, without limitation, nominees, trustees or custodians) who would, or otherwise intend to, forward this document and its accompanying documents to any jurisdiction outside the United Kingdom, should seek appropriate independent professional advice before taking any action.
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(c)
Additional information for U.S. investors
The Acquisition relates to the shares of an English company and is being implemented by way of a scheme of arrangement under Part 26 of the Companies Act 2006 and subject to the proxy solicitation rules under the U.S. Exchange Act. The Acquisition, implemented by way of a scheme of arrangement, is not subject to the tender offer rules under the U.S. Exchange Act.
If, in the future, PerkinElmer and/or Bidco exercises its right to implement the Acquisition by way of an Offer, subject to the terms of the Implementation Agreement, and determines to extend the Offer into the U.S., the Acquisition will be made in compliance with applicable U.S. and U.K. laws and regulations. It may be difficult for Company Shareholders to enforce their rights and claims arising out of the U.S. federal securities laws, since the Company is located in a country other than the United States, and some of its officers and directors and the experts named herein may be residents of countries other than the United States. Company Shareholders in the United States may not be able to sue a non-U.S. company or its officers or directors in a non-U.S. court for violations of U.S. securities laws. Further, it may be difficult to compel a non-U.S. company and its affiliates to subject themselves to a U.S. court’s judgment.
Non-U.S. persons and entities may have defences to jurisdiction that are unavailable to U.S. persons and entities. In addition, it may be difficult or impossible for Company Shareholders in the United States to effect service of process within the United States upon the Company or PerkinElmer, their respective officers or directors or the experts named herein, or to realise against them upon judgements of courts of the United States predicated upon civil liabilities under the federal securities laws of the United States or “blue sky” laws of any state within the United States. Company Shareholders in the United States should not assume that the courts of the United Kingdom: (a) would enforce judgments of United States courts obtained in actions against such persons predicated upon civil liabilities under the federal securities laws of the United States or “blue sky” laws of any state within the United States; or (b) would enforce, in original actions, liabilities against such persons predicated upon civil liabilities under the federal securities laws of the United States or “blue sky” laws of any state within the United States.
Company Shareholders or holders of awards under the Company Share Plans that are U.S. residents or citizens also should be aware that the Acquisition contemplated herein may have tax consequences to them in the United States. Please see page 64 of this document for further information regarding certain U.S. federal income tax consequences relating to the Acquisition. Company Shareholders are urged to consult with legal, tax and financial advisers in connection with making a decision regarding the Acquisition.
16.
United Kingdom and United States taxation
A summary of certain U.K. and U.S. federal income taxation consequences of the implementation of the Scheme for certain Company Shareholders is set out in paragraph 4 of Part V (Additional Information) of this document.
That summary does not constitute tax advice and does not purport to be a full analysis of all potential United Kingdom and United States tax consequences of the Acquisition. Company Shareholders who are in any doubt about their taxation position, or who are subject to taxation in a jurisdiction outside of the United Kingdom and the United States, are strongly advised to contact an appropriate independent professional adviser immediately regarding the tax consequences of the Acquisition.
17.
Actions to be taken
You will find enclosed with this document:
a Form of Proxy entitled “COURT MEETING” for use in respect of the Court Meeting on 26 February 2021; and
a Form of Proxy entitled “GENERAL MEETING” for use in respect of the General Meeting on 26 February 2021.
If you have not received the correct documents, please contact the Company Shareholder Helpline on the telephone number set out on page xx of this document.
Forms of Proxy
Whether or not you intend to remotely attend the Court Meeting and/or the General Meeting, please complete and sign both Forms of Proxy in accordance with the instructions printed thereon and return them by mail,
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during normal business hours only, to Broadridge at Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 1117, USA, so as to be received as soon as possible and in any event no later than 10:30 a.m. on 24 February 2021 in the case of the Court Meeting and 11:00 a.m. on 24 February 2021 in the case of the General Meeting. Your vote will be cast as specified on the applicable Form of Proxy.
Company Shareholders who prefer to register the appointment of their proxy via the internet can do so through www.proxyvote.com. Company shareholders who prefer to register the appointment of their proxy by telephone can do so on +1 800-690-6903. Refer to the instructions on the Forms of Proxy.
Unless a Form of Proxy is returned by the time and date mentioned in the instructions printed thereon, it will be invalid. The completion and return of the Forms of Proxy or the appointment of a proxy via the internet at www.proxyvote.com or by phone on +1-800-690-6903 will not prevent you from remotely attending the Court Meeting or the General Meeting and voting, if you so wish and are so entitled.
Notices convening the Court Meeting and the General Meeting are set out in the Notice of Court Meeting and the Notice of General Meeting of this document respectively.
It is important that, for the Court Meeting, as many votes as possible are cast so that the Court may be satisfied that there is a fair representation of opinion of the Company Scheme Shareholders. Therefore, whether or not you intend to remotely attend and/or vote at the Company Shareholder Meetings, you are strongly urged to complete, sign and return by mail both Forms of Proxy accompanying this document, or appoint a proxy via the internet at www.proxyvote.com or by telephone at +1 800-690-6903 as soon as possible and, in any event, prior to the deadlines set out above, or in the case of an adjourned meeting, not less than 48 hours (excluding any part of a day that is not a Business Day) prior to the time and date set for the adjourned meeting.
If you have any queries relating to this document or the completion and return of the Forms of Proxy, please call the Company Shareholder Helpline on 866-232-3037 (toll-free in USA and Canada) or +1 720-358-3640 (International). Lines are open Monday to Friday (except public holidays in the United States) between 8:00 a.m. and 7:00 p.m ET.
Calls will be charged at the standard geographic rate and will vary by provider. International calls will be charged at the applicable international rate. Different charges may apply to calls from mobile telephones and calls may be recorded and randomly monitored for security and training purposes. Please note that the Company Shareholder Helpline operators cannot provide advice on the merits of the Scheme or the Acquisition or give any financial, legal, investment or tax advice.
18.
Further information
The terms of the Scheme are set out in full in Part VIII (The Scheme of Arrangement) of this document. Your attention is also drawn to the further information contained in Part III (Conditions to and Further Terms of the Scheme and the Acquisition), Part IV (Financial Information) and Part V (Additional Information) of this document.
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PART III

CONDITIONS TO AND FURTHER TERMS OF THE SCHEME
AND THE ACQUISITION
Part A
Conditions to the Scheme and the Acquisition
The Acquisition will be governed by English law and will be subject to the exclusive jurisdiction of the English courts.
The Acquisition is conditional upon the Scheme becoming unconditional and becoming Effective, by no later than 11:59 p.m. on the Long Stop Date.
1.
Scheme Conditions
The Scheme is conditional upon:
1.1
the Scheme Resolution having been approved by a majority in number of the Company Scheme Shareholders who are on the register of members of the Company at the Scheme Voting Record Time (and who are entitled to vote), present and voting, either remotely or by proxy, at the Court Meeting (and any separate class meeting required by the Court or at any adjournment thereof), and who represent not less than 75 per cent. in value of Company Scheme Shares voted by such Company Scheme Shareholders;
1.2
the GM Resolution having been approved by Company Shareholders on the register of members of the Company at the Scheme Voting Record Time representing at least 75 per cent. of the votes cast, either remotely or by proxy, at the General Meeting or at any adjournment of that meeting;
1.3
the Scheme having been sanctioned with or without modification (but subject to any such modification being acceptable to the Company and Bidco); and
1.4
a copy of the Court Order having been delivered to the Registrar of Companies.
2.
Transaction Conditions
The obligation of PerkinElmer to complete the Acquisition is subject to the satisfaction (or waiver, if permissable) of the following additional conditions:
2.1 (a)
no law having been enacted, issued, enforced or entered into, and no preliminary or permanent injunction, judgment or ruling having been issued by any Governmental Authority that, in either case, is in effect and enjoins, restrains, prevents or prohibits or otherwise makes illegal the Acquisition or any of the other transactions contemplated by the Implementation Agreement;
(b)
there being no Action by any Governmental Authority pending seeking any relief that has or would have the effect of (a) preventing consummation of the transactions contemplated by the Implementation Agreement, (b) causing the transactions contemplated by the Implementation Agreement to be rescinded or (c) having, individually or in the aggregate, a Company Material Adverse Effect (as defined in the Implementation Agreement);
(c)
all Clearances required for the consummation of the Acquisition as identified in Schedule 4.3 of the Implementation Agreement having been obtained;
(d)
the representations and warranties set forth in Clauses 11.1.1 through 11.1.5, Clause 11.1.7(a), Clause 11.1.9(c) through (e) and Clause 11.1.23 of the Implementation Agreement being true and correct in all respects (in the case of any such representation or warranty qualified by materiality or Company Material Adverse Effect) or in all material respects (in the case of any such representation or warranty not qualified by materiality or Company Material Adverse Effect) as of 7 January 2021 and as at 11:59 p.m. on the date immediately preceding the date of the Court Hearing, as though made as at 11:59 p.m. on the date immediately preceding the date of the Court Hearing (except to the extent such representations and warranties are made as of an earlier date, in which case as of such earlier date), (ii) the representations and warranties set forth in Clause 11.1.9(a) and (b) of the Implementation Agreement being true and correct in all respects, other than de minimis inaccuracies, as of 7 January 2021 and as at 11:59 p.m. on the date
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immediately preceding the date of the Court Hearing, as though made as at 11:59 p.m. on the date immediately preceding the date of the Court Hearing (except to the extent such representations and warranties are made as of an earlier date, in which case as of such earlier date) and (iii) each of the other representations and warranties of the Company set forth in Clause 11.1 of the Implementation Agreement being true and correct as of 7 January 2021 and as at 11:59 p.m. on the date immediately preceding the date of the Court Hearing, as though made as at 11:59 p.m. on the date immediately preceding the date of the Court Hearing (except to the extent such representations and warranties are made as of an earlier date, in which case as of such earlier date), except in the case of this subclause (iii) where such failure(s) to be true and correct (without giving effect to any materiality or Company Material Adverse Effect qualifications set forth therein) has(ve) not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect;
(e)
the Company having performed or complied in all material respects with all obligations, agreements and covenants required by the Implementation Agreement to be performed or complied with by it at or prior to 9:00 a.m. on the date of the Court Hearing;
(f)
since 7 January 2021, the absence of any Change that has had or would reasonably be expected to result in a Company Material Adverse Effect; and
(g)
the Company having delivered to PerkinElmer a certificate, effective as of 9:00 a.m. on the date of the Court Hearing and signed by the chief executive officer and chief financial officer of the Company, certifying that the conditions (d), (e) and (f) described above have been satisfied.
2.2
In addition, the Acquisition will be conditional upon the Scheme becoming unconditional and becoming effective, by no later than 11:59 p.m. (London time) on the Long Stop Date. The Scheme will not take effect until the conditions set forth in Part A have been satisfied or, to the extent permitted by applicable Law, waived by PerkinElmer.
Part B

Waiver and Invocation of the Conditions
PerkinElmer reserves the right to waive, in whole or in part, all or any of the Conditions in Part A of Part III (Conditions to and Further Terms of the Scheme and the Acquisition) of this document, except for Conditions 1.1 to 1.4 of Part A of Part III (Conditions to and Further Terms of the Scheme and the Acquisition) of this document, which cannot be waived. PerkinElmer shall be under no obligation to waive or treat as satisfied any of Conditions 2.1 and 2.2 of Part A of Part III (Conditions to and Further Terms of the Scheme and the Acquisition).
The Acquisition is subject to the satisfaction (or waiver, if permitted) of the Conditions in Part A above, and to certain further terms set out in Part C of this Part III (Conditions to and Further Terms of the Scheme and the Acquisition) of this document, and to the full terms and conditions set out in this document.
Part C

Certain further terms of the Acquisition
1.
The Scheme will not become effective unless the Conditions have been fulfilled or (if capable of waiver) waived, or where appropriate, determined by PerkinElmer to be or remain satisfied by no later than 11:59 p.m. on the Long Stop Date.
2.
The availability of the Acquisition to persons not resident in the United Kingdom or the United States may be affected by the laws of the relevant jurisdictions. Persons who are not resident in the United Kingdom or the United States should inform themselves about, and observe, any applicable requirements. Company Shareholders who are in any doubt about such matters should consult an appropriate independent professional adviser in the relevant jurisdiction without delay and observe any applicable requirements.
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3.
Unless otherwise determined by PerkinElmer and permitted by applicable law and regulations:
(a)
the Acquisition is not being, and will not be, made, directly or indirectly, in, into or by the use of the mails of, or by any other means or instrumentality (including, without limitation, facsimile, email or other electronic transmission, telex or telephone) of interstate or foreign commerce of, or of any facility of a national, state or other securities exchange of, any Restricted Jurisdiction and will not be capable of acceptance by any such use, means, instrumentality or facility or from within any Restricted Jurisdiction; and
(b)
this document should not be forwarded or transmitted into any jurisdiction in which such act would constitute a violation of the relevant laws of such jurisdiction.
4.
This Acquisition will be governed by English law and be subject to the jurisdiction of the English courts and to the Conditions set out in this document.
5.
Each of the Conditions shall be regarded as a separate Condition and shall not be limited by reference to any other Condition.
6.
The Company Scheme Shares will be acquired by PerkinElmer, Bidco and/or its nominee (including any DR Nominee) with full title guarantee, fully paid up, free from all liens, equitable interests, charges, encumbrances, rights of pre-emption and any other third party rights or interests whatsoever and together with all rights existing at the Effective Date or thereafter attaching thereto, including (without limitation) voting rights and entitlement to receive and retain all dividends and/or other distributions declared, paid or made by the Company in respect of the Company Scheme Shares by reference to a record date falling on or after the Effective Date.
7.
PerkinElmer reserve the right to elect to implement the Acquisition by way of an Offer as an alternative to the Scheme with the prior written consent of the Company or if one of the other circumstances provided for in the Implementation Agreement applies. In such event, the Offer will be implemented on substantially the same terms, subject to appropriate amendments, as far as applicable, as those which would apply to the Scheme. The acceptance condition would be set at 90 per cent. of the shares to which such Offer relates (or such lesser percentage as PerkinElmer may agree with the Company provided that if it became or was declared unconditional in all respects, the Offer would result in PerkinElmer holding Company Shares carrying greater than 50 per cent. of the voting rights in the Company). Further, if sufficient acceptances of the Offer are received and/or sufficient Company Shares are otherwise acquired, it is the current intention of PerkinElmer to apply the provisions of the Companies Act 2006 to compulsorily acquire any outstanding Company Shares to which such Offer relates.
8.
Without prejudice on the prohibition in the Implementation Agreement on the Company’s ability to declare dividends, should any dividend or other distribution in respect of the Company Shares be declared, paid or made on or after 7 January 2021, PerkinElmer reserves the right to reduce the Consideration payable for each Company Share under the terms of the Acquisition by the amount per Company Share of such dividend or distribution, in which case any reference in this document to the Consideration will be deemed to be a reference to the offer consideration as so reduced. Any exercise by PerkinElmer of its rights referred to in this paragraph shall be the subject of an announcement and, for the avoidance of doubt, shall not be regarded as constituting any revision or variation of the Acquisition. If PerkinElmer exercises this right or makes such a reduction in respect of a dividend or distribution, Company Shareholders will be entitled to receive and retain that dividend or distribution.
9.
If any of the Conditions has not been satisfied (or, where permitted or required under the Implementation Agreement, waived by PerkinElmer or, to the extent expressly contemplated hereby, the Company, as applicable) by 9:00 a.m. on the date of the Court Hearing, the Company shall adjourn the implementation of the Scheme to a date agreed with PerkinElmer, Bidco and the Court.
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PART IV

FINANCIAL INFORMATION
Financial Information relating to the Company
The following sets out financial information in respect of the Company. The documents referred to in this Part IV (Financial Information) of this document, the contents of which have previously been filed with the Registrar of Companies or the SEC, as so indicated, are incorporated into this document by reference:
Financial Information
Reference
Annual report for the financial year ended 31 December 2018 as filed at Companies House
Annual report for financial year ended 31 December 2018
 
 
Annual report for the financial year ended 31 December 2019 as filed at Companies House
Annual report for financial year ended 31 December 2019
 
 
Form 10-K for the year ended 31 December 2019 as filed with the SEC
https://www.sec.gov/Archives/edgar/data/1586049/000143774920004480/
oxfd20190819_10k.htm

The unaudited consolidated financial statements of the Company Group for the financial year ended 31 December 2019 and 31 December 2018 as set out in Part III in the Form 10-K of the Company for the fiscal year ended 31 December 2019, filed on 6 March 2020 and are available from the Company’s website and at the link referred to above.
 
 
Form 10-Q for the quarter ended 31 March 2020 as filed with the SEC
https://www.sec.gov/Archives/edgar/data/1586049/000143774920009388/
oxfd20200331b_10q.htm

The unaudited interim condensed consolidated financial statements of the Company Group for the three months ended 31 March 2020 are set out in Item 1 in the Form 10-Q of the Company filed on 5 May 2020 and are available from Company’s website and at the link referred to above.
 
 
Form 10-Q for the quarter ended 30 June 2020 as filed with the SEC
https://www.sec.gov/ix?doc=/Archives/edgar/data/1586049/000143774920016413/
oxfd20200630_10q.htm

The unaudited interim condensed consolidated financial statements of the Company Group for the three months and six months ended 30 June 2020 are set out in Item 1 in the Form 10-Q of the Company filed on 4 August 2020 and are available from the Company’s website and at the link referred to above.
 
 
Form 10-Q for the quarter ended 30 September 2020 as filed with the SEC
https://www.sec.gov/ix?doc=/Archives/edgar/data/1586049/000143774920022320/
oxfd20200930_10q.htm

The unaudited interim condensed consolidated financial statements of the Company Group for the three months and nine months ended 30 September 2020 are set out in Item 1 in the Form 10-Q of the Company filed on 3 November 2020 and are available from the Company’s website and at the link referred to above.
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TABLE OF CONTENTS

PART V

ADDITIONAL INFORMATION
1.
Directors
(a)
The Company Directors and their respective positions in the Company are as follows:
Name
Position
Peter Wrighton-Smith
Chief Executive Officer
Ronald Andrews
Director
Patrick Balthrop, Sr.
Director
Mark Klausner
Director
Patricia Randall
Director
Herman Rosenman
Director
Richard Sandberg
Director
James Tobin
Director
Andrew Walton
Director
The registered office of the Company and each of the Company Directors is 94c Innovation Drive, Milton Park, Abingdon, Oxfordshire, OX14 4RZ.
2.
Interests of Company Non-Employee Directors and Executive Officers
In considering the recommendation of the Company Board that you vote in favour of the Scheme Resolution and the GM Resolution, you should be aware that aside from their interests as Company Shareholders, the Company’s Non-Employee Directors and executive officers have interests in the Acquisition that may be different from, or in addition to those of Company Shareholders generally. Members of the Company Board were aware of and considered these interests, among other matters, in evaluating and negotiating the Implementation Agreement and the Acquisition and in recommending to Company Shareholders that they vote in favour of the Scheme Resolution and the GM Resolution. See the section entitled “Reasons for the Company Board recommendation” in paragraph 5 of Part I (Letter from the Chairman of Oxford Immunotec Global PLC) of this document. These interests are described in more detail and certain of them are quantified in the narrative below.
Indemnification of Company Directors and Officers
The rights of Company Directors and officers to indemnification and directors’ and officers’ liability insurance will survive on the terms set out in the Implementation Agreement following the Scheme becoming Effective.
Treatment of Company Directors and Executive Officer Equity Awards
Awards held by the Company Directors, which consist of stock options and restricted share units, will be treated in the same way as the awards held by other participants in the Company Share Plans. For further information on the effect of the Acquisition on the rights of participants in the Company Share Plans, see the section entitled “Company Share Plans” in paragraph 7 of Part I (Letter from the Chairman of Oxford Immunotec Global PLC) of this document.
In addition to any Consideration received in respect of Company Shares in their capacity as Company Shareholders, all Non-Employee Directors and executive officers will receive in respect of each Company Share subject to their outstanding equity awards issued pursuant to the 2008 Share Incentive Plan and the 2013 Share Incentive Plan (whether vested or unvested), which consists of stock options and restricted share units, a payment equal to the Consideration less any applicable exercise or purchase price and applicable withholdings.
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The following table sets forth for the Non-Employee Directors (as a group) and for each Company executive officer, the number of unvested Company options and unvested restricted share units of the Company based on the individual’s holdings as at 5 January 2021. The table separately quantifies the value of such unvested awards using a price per share of US$22.00, which is the Consideration per Company Share provided for under the Implementation Agreement (net of applicable exercise prices).
Name of Company director or named executive officer
Unvested
Options
(#)
Unvested
Options
(USD)
Unvested
Restricted
Share Unit
Awards (#)
Unvested
Restricted
Share Unit
Awards
(USD)
Non-Employee Directors (as a group)
547,082
$686,608
32,648
$718,256
Named executive officers
 
 
 
 
Peter Wrighton-Smith
724,542
$1,569,740
114,885
$2,527,470
Janet Kidd
36,819
$101,237
11,207
$246,554
Matthew McLaughlin
153,310
$599,609
61,407
$1,305,954
TOTAL
1,461,753
$2,957,193
220,147
$4,843,234
3.
Security Ownership of Certain Beneficial Owners and Management
The following table sets forth certain information regarding the beneficial ownership of Company Shares as at the Latest Practicable Date by: (i) each Company Director; (ii) each Company named executive officer; (iii) all of the Company’s Directors and officers as a group; and (iv) each person, or group of affiliated persons, known by the Company to beneficially own more than 5 per cent. of the issued share capital. Unless otherwise indicated, the persons or entities identified in the table have sole voting and investment power with respect to all Company Shares shown as beneficially owned by them, subject to applicable community property laws.
Information with respect to beneficial ownership has been furnished by each Company Director and executive officer. With respect to beneficial owners of more than 5 per cent. of the issued share capital of the Company, information is based on information filed with the SEC or as provided to the Company by the investor or through their beneficial ownership research. The Company has determined beneficial ownership in accordance with the rules of the SEC. The rules require inclusion of shares issuable to such persons within 60 days after the Latest Practicable Date, which is 27 January 2021. These shares are deemed to be outstanding and beneficially owned by the person holding the right to issuance for the purpose of computing the percentage ownership of that person, but they are not treated as outstanding for the purpose of computing the percentage ownership of any other person. Percentage ownership calculations are based on 25,577,834 Company Shares outstanding as at the Latest Practicable Date.
Except as otherwise indicated in the table below, addresses of the directors, officers and named beneficial owners are in care of Oxford Immunotec Global PLC, 94C Innovation Drive, Milton Park, Abingdon, Oxfordshire, OX14 4RZ, United Kingdom.
 
Ordinary Shares
Beneficially Owned
 
Awards
Name of Beneficial Owner
Number
Percent
Greater than 5% Shareholders
 
 
 
Consonance Capital Management LP(1)
2,363,724
9.24
Polar Capital LLP(2)
2,568,385
10.04
First Light Asset Management, LLC(3)
5,046,130
19.73
Senvest Management, LLC(4)
1,325,854
5.18
Grandeur Peak Global Advisors, LLC(5)
1,324,143