NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION
FOR IMMEDIATE RELEASE
12 September 2022
RECOMMENDED MERGER
of
AVAST PLC
with
NORTONLIFELOCK INC.
Scheme of Arrangement becomes Effective
On 10 August 2021, the boards of Avast plc ("Avast" or the "Company") and NortonLifeLock Inc. ("NortonLifeLock") announced that they had reached agreement on the terms of a recommended merger of Avast with NortonLifeLock, in the form of a recommended offer by Nitro Bidco Limited ("Bidco"), a wholly-owned subsidiary of NortonLifeLock, for the entire issued and to be issued ordinary share capital of the Company (the "Merger") by way of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act (the "Scheme").
The full terms and conditions of the Merger are set out in the scheme document that was published on 28 October 2021 (the "Scheme Document"). Save as otherwise defined, capitalised terms in this announcement have the same meanings as set out in the Scheme Document.
On 9 September 2022, Avast and NortonLifeLock announced that the Court had sanctioned the Scheme at the Court Hearing.
Avast and NortonLifeLock are pleased to announce that, following delivery of a copy of the Court Order to the Registrar of Companies today, the Scheme has now become Effective in accordance with its terms.
Suspension, delisting and cancellation of trading of Avast Shares
Applications have been made to the Financial Conduct Authority and the London Stock Exchange in relation to the suspension and delisting of Avast Shares from the premium listing segment of the Official List and the suspension and cancellation of the admission to trading of Avast Shares on the London Stock Exchange's main market for listed securities. The suspension of Avast's admission to listing and trading took place at 7.30 a.m. this morning. The cancellation of Avast's admission to listing and trading is expected to take place by 8:00 a.m. tomorrow, 13 September 2022.
Settlement of Consideration
In the case of Scheme Shareholders who held their Scheme Shares at the Scheme Record Time in uncertificated form, settlement of any cash consideration payable to them pursuant to the Scheme will be effected by means of an assured payment obligation created by Avast's Registrar in favour of the Scheme Shareholder's payment bank in accordance with the CREST assured payment arrangements in USD (unless an Avast Shareholder has made a valid Currency Conversion Election and has elected to receive cash consideration in GBP rather than USD, in which case such Avast Shareholder will receive cash in an amount in GBP). Such payments will be made as soon as practicable and in any event within 14 days of the date of this announcement.
In the case of Scheme Shareholders who held their Scheme Shares at the Scheme Record Time in certificated form, settlement of any cash consideration payable to them pursuant to the Scheme will be effected by means of cheques in USD (unless an Avast Shareholder has made a valid Currency Conversion Election and has elected to receive cash consideration in GBP rather than USD, in which case such Avast Shareholder will receive a cheque in GBP). Cheques will be despatched by Avast's Registrar as soon as practicable and in any event within 14 days of the date of this announcement.
In the case of Scheme Shareholders who held their Scheme Shares at the Scheme Record Time in uncertificated form (i) any New NortonLifeLock Shares to which the holder of such Scheme Shares is entitled pursuant to the Scheme will be issued to Cede & Co., which will be the registered holder of such shares, as nominee for DTC; (ii) the interests in such New NortonLifeLock Shares will be credited by the Transfer Agent to the DTC securities deposit account of CTCNA, as custodian for Computershare; and (iii) Computershare will issue, through CREST, NortonLifeLock DIs representing such interests to the CREST account in which such Scheme Shares were so held as soon as practicable and in any event within 14 days of the date of this announcement.
In the case of Scheme Shareholders who held their Scheme Shares at the Scheme Record Time in certificated form, any New NortonLifeLock Shares to which the holder of such Scheme Shares is entitled pursuant to the Scheme will be issued by the Transfer Agent through DRS, registered in the same name(s) and address as appeared on Avast's register of members for each relevant Scheme Shareholder as soon as practicable and in any event within 14 days of the date of this announcement.
Resignations of Avast Non-Executive Directors
As the Scheme has now become Effective, John Schwarz, Pavel Baudis, Stuart Simpson, Maggie Chan Jones, Warren Finegold, Eduard Kucera, Tamara Minick-Scokalo and Belinda Richards have tendered their resignations and have stepped down from the Avast Board as of today's date.
Enquiries | |
Avast | |
Kalli Bowyer | IR@avast.com |
Anca Timpescu | |
UBS (Financial adviser and Corporate Broker to Avast) | Tel: +44 207 567 8000 |
Christian Lesueur | |
Rahul Luthra | |
Jonathan Rowley | |
Aadhar Patel | |
Meera Sheth | |
J.P. Morgan Cazenove (Financial adviser and Corporate Broker to Avast) | Tel: +44 207 742 4000 |
Bill Hutchings | |
James Robinson | |
James Summer | |
Jonty Edwards | |
FGS Global (Communications adviser to Avast) | Avast-LON@fgsglobal.com |
Dorothy Burwell | Tel: +44 7733 294 930 |
Alastair Elwen | Tel: +44 7557 549 325 |
NortonLifeLock | |
Mary Lai, Head of Investor Relations | IR@NortonLifeLock.com |
Spring Harris, Head of Global Corporate Communications | Press@NortonLifeLock.com |
Evercore (Financial adviser to NortonLifeLock and Bidco) | |
Naveen Nataraj | +1 (0)212 857 3100 |
Edward Banks | +44 (0)20 7653 6000 |
Anil Rachwani | |
Swag Ganguly | |
Wladimir Wallaert | |
Sard Verbinnen (Communications adviser to NortonLifeLock) | |
Charles Chichester | +44 (0)20 7467 1050 |
John Christiansen | +1 (0)415 618 8750 |
Jared Levy | +1 (0)212 687 8080 |
White & Case LLP is retained as legal adviser to Avast. Kirkland & Ellis LLP and Macfarlanes LLP are retained as (respectively) US and UK legal advisers to NortonLifeLock.
Important notices relating to financial advisers
UBS AG London Branch ("UBS") is authorised and regulated by the Financial Market Supervisory Authority in Switzerland. It is authorised by the PRA and subject to regulation by the FCA and limited regulation by the PRA in the United Kingdom. UBS provided financial and corporate broking advice to Avast and no one else in connection with the process or contents of this announcement. In connection with such matters, UBS will not regard any other person as its client, nor will it be responsible to any other person for providing the protections afforded to its clients or for providing advice in relation to the process, contents of this announcement or any other matter referred to herein.
J.P. Morgan Securities plc, which conducts its UK investment banking business as J.P. Morgan Cazenove, ("J.P. Morgan Cazenove") and which is authorised in the United Kingdom by the PRA and regulated in the United Kingdom by the PRA and the FCA, is acting exclusively as financial adviser to Avast and no one else in connection with the Merger and will not regard any other person as its client in relation to the Merger and shall not be responsible to anyone other than Avast for providing the protections afforded to clients of J.P. Morgan Cazenove or its affiliates, nor for providing advice in connection with the Merger or any matter or arrangement referred to herein.
Evercore Partners International LLP ("Evercore"), which is authorised and regulated by the FCA in the United Kingdom, is acting exclusively as financial adviser to NortonLifeLock and Bidco and no one else in connection with the Merger and will not be responsible to anyone other than NortonLifeLock or Bidco for providing the protections afforded to clients of Evercore nor for providing advice in connection with the matters referred to herein. Neither Evercore nor any of its subsidiaries, branches or affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Evercore in connection with any matter referred to herein or otherwise. Apart from the responsibilities and liabilities, if any, which may be imposed on Evercore by FSMA, or the regulatory regime established thereunder, or under the regulatory regime of any jurisdiction where exclusion of liability under the relevant regulatory regime would be illegal, void or unenforceable, neither Evercore nor any of its affiliates accepts any responsibility or liability whatsoever for the contents of this announcement, and no representation, express or implied, is made by it, or purported to be made on its behalf, in relation to any matter referred to herein, including its accuracy, completeness or verification, or any other statement made or purported to be made by it, or on its behalf, in connection with NortonLifeLock, Bidco or the matters described in this announcement. To the fullest extent permitted by applicable law, Evercore and its affiliates accordingly disclaim all and any responsibility or liability whether arising in tort, contract or otherwise (save as referred to above) which it or they might otherwise have in respect of this announcement or any statement contained herein.
Overseas shareholders
The release, publication or distribution of this announcement in jurisdictions other than the United Kingdom may be restricted by law and therefore any persons who are subject to the laws of any jurisdiction other than the United Kingdom (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 who are subject to the laws of another jurisdiction to vote their Avast Shares in respect of the Scheme at the Meetings, or to execute and deliver the Forms of Proxy (appointing another to vote at the Meetings on their behalf) or the Form of Election, 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.
Copies of this announcement and any formal documentation relating to the Merger 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, including 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 acceptance of the Merger.
If the Merger is implemented by way of a Takeover Offer (unless otherwise permitted by applicable law and regulation), the Takeover Offer may not be made, directly or indirectly, in or into or by use of the mails or any other means or instrumentality (including 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 Merger will not be capable of acceptance by any such use, means, instrumentality or facilities or from within any Restricted Jurisdiction.
Further details in relation to Avast Shareholders in overseas jurisdictions are contained in the Scheme Document.
Notice to U.S. investors in Avast
The New NortonLifeLock Shares to be issued pursuant to the Merger have not been registered under the U.S. Securities Act, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the U.S. Securities Act. The New NortonLifeLock Shares to be issued pursuant to the Merger will be issued pursuant to the exemption from registration provided by Section 3(a)(10) under the U.S. Securities Act.
New NortonLifeLock Shares issued to persons other than "affiliates" of NortonLifeLock (defined as certain control persons, within the meaning of Rule 144 under the U.S. Securities Act) will be freely transferable under US law after the Merger. Persons (whether or not US persons) who are or will be "affiliates" of NortonLifeLock within 90 days prior to, or of the Combined Company after, the Effective Date will be subject to certain transfer restrictions relating to the New NortonLifeLock Shares under US law.
Neither the SEC nor any U.S. state securities commission has approved or disapproved of the New NortonLifeLock Shares to be issued in connection with the Merger, or determined if this announcement is accurate or complete. Any representation to the contrary is a criminal offence in the United States.
Financial information relating to Avast included in the Scheme Document has been prepared in accordance with accounting standards applicable in the United Kingdom and may not be comparable to financial information of U.S. companies or companies whose financial statements are prepared in accordance with U.S. GAAP. U.S. GAAP differs in certain significant respects from accounting standards applicable in the United Kingdom.
Avast is incorporated under the laws of England and Wales. In addition, some of its officers and directors reside outside the United States, and some or all of its assets are or may be located in jurisdictions outside the United States. Therefore, investors may have difficulty effecting service of process within the United States upon those persons or recovering against Avast or its officers or directors on judgments of United States federal, state or district courts, including judgments based upon the civil liability provisions of the U.S. federal securities laws. It may not be possible to sue Avast or its officers or directors in a non-U.S. court for violations of the U.S. securities laws.
Forward-looking statements
This announcement contains certain forward-looking statements with respect to the NortonLifeLock Group and the Avast Group. These forward-looking statements can be identified by the fact that they do not relate only to historical or current facts. Forward-looking statements often use words such as "anticipate", "target", "expect", "estimate", "intend", "plan", "goal", "believe", "aim", "will", "may", "would", "could" or "should" or other words of similar meaning or the negative thereof. There are many factors which could cause actual results to differ materially from those expressed or implied in forward-looking statements. Additional information concerning these and other risk factors is contained in the Risk Factors sections of NortonLifeLock's most recent reports on Form 10-K and Form 10-Q, the NortonLifeLock Proxy Statement and the NortonLifeLock Prospectus, the contents of which are not incorporated by reference into, nor do they form part of, this announcement.
Forward-looking statements are based on numerous assumptions regarding the present and future business strategies of such persons and the environment in which each will operate in the future. By their nature, these forward-looking statements involve known and unknown risks, as well as uncertainties because they relate to events and depend on circumstances that will occur in the future. The factors described in the context of such forward-looking statements in this announcement may cause the actual results, performance or achievements of any such person, or industry results and developments, to be materially different from any results, performance or achievements expressed or implied by such forward-looking statements. No assurance can be given that such expectations will prove to have been correct and persons reading this announcement are therefore cautioned not to place undue reliance on these forward-looking statements which speak only as at the date of this announcement. All subsequent oral or written forward-looking statements attributable to the NortonLifeLock Group or the Avast Group or any persons acting on their behalf are expressly qualified in their entirety by the cautionary statement above. None of NortonLifeLock, Bidco or Avast undertake any obligation to update publicly or revise forward-looking statements, whether as a result of new information, future events or otherwise, except to the extent required by applicable law, regulation or stock exchange rules.
No profit forecasts or estimates
No statement in this announcement is intended as, or is to be construed as, a profit forecast or estimate for any period and no statement in this announcement should be interpreted to mean that earnings or earnings per ordinary share, for NortonLifeLock or Avast, respectively for the current or future financial years would necessarily match or exceed the historical published earnings or earnings per ordinary share for NortonLifeLock or Avast, respectively.
Publication on website
A copy of this announcement will be made available (subject to certain restrictions relating to persons resident in Restricted Jurisdictions) on Avast's website (at https://investors.avast.com/) and on NortonLifeLock's website (at https://investor.nortonlifelock.com/) by no later than 12 noon London time on the business day following the date of this announcement. Neither the contents of these websites nor the content of any other website accessible from hyperlinks on such websites is incorporated into, or forms part of, this announcement.
Requesting hard copy documents
In accordance with Rule 30.3 of the Code, a person so entitled may request a copy of this announcement (and any information incorporated into it by reference to another source) in hard copy form free of charge. A person may also request that all future documents, announcements and information sent to that person in relation to the Merger should be in hard copy form. For persons who have received a copy of this announcement in electronic form or via a website notification, a hard copy of this announcement will not be sent unless so requested from Avast by contacting Avast's registrars, Equiniti, at Aspect House, Spencer Road, Lancing BN99 6DA or, between 8.30 a.m. and 5.30 p.m. Monday to Friday (except UK public holidays), on 0371 384 2030 from within the UK or +44 121 415 7047 if calling from outside the UK (calls are charged at the standard geographic rate and will vary by provider; calls from outside the UK will be charged at the applicable international rate) or from NortonLifeLock by contacting Investor Relations at IR@NortonLifeLock.com, as appropriate.
Information relating to Avast Shareholders
Please be aware that addresses, electronic addresses and certain other information provided by Avast Shareholders, persons with information rights and other relevant persons for the receipt of communications from Avast may be provided to Bidco during the Offer Period as required under Section 4 of Appendix 4 of the Code to comply with Rule 2.11(c) of the Code.
Important Information
If you are in any doubt about the contents of this announcement or the action you should take, you are recommended to seek your own independent financial advice immediately from your stockbroker, bank manager, solicitor, accountant or independent financial adviser duly authorised under the Financial Services and Markets Act 2000 (as amended) if you are a resident in the United Kingdom or, if not, from another appropriately authorised independent financial adviser.
Dealing and opening position disclosure requirements of the Code
Under Rule 8.3(a) of the Code, any person who is interested in one per cent or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the Offer Period and, if later, following the announcement in which any securities exchange offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 p.m. (London time) on the 10th Business Day (as defined in the Code) following the commencement of the Offer Period and, if appropriate, by no later than 3.30 p.m. (London time) on the 10th Business Day (as defined in the Code) following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.
Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in one per cent or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s), save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 p.m. (London time) on the Business Day (as defined in the Code) following the date of the relevant dealing.
If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3.
Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).
Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the Offer Period commenced and when any offeror was first identified. You should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.
RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our Privacy Policy.