NSIB influence in action recommended cash offer for Calisen plc

Calisen plc is a UK listed energy company with its headquarters in Manchester. It provides market leading energy meters (smart meters) and meter reading services to the energy industry. It is a FTSE 250 company.

Conditions and further terms of the acquisition

The following is edited extracts from the rule 2.7 announcement:

“Conditions to the Scheme and Acquisition

  1. The Acquisition will be conditional upon the Scheme becoming unconditional and Effective, subject to the provisions of the Takeover Code, by no later than 11.59 p.m. on the Long Stop Date.

    Scheme approval
  2. The Scheme will be subject to the following Conditions:
    (a) (i) its approval by a majority in number of the Scheme Shareholders who are on the register of members of Calisen at the Voting Record Time and who are present and voting (and entitled to vote), whether in person or by proxy, at the Court Meeting and [……] [Usual Scheme Conditions]…….[.

    Other Conditions
  3. Subject to the requirements of the Panel, the Acquisition will also be conditional upon the following Conditions and, accordingly, the necessary actions to make the Scheme Effective will not be taken unless the following Conditions (as amended if appropriate) have been satisfied or, where capable of waiver, waived:


    European Union

    (a) (i) the European Commission issuing a decision under Article 6(1)(b) (including in conjunction with Article 6(2)) of Council Regulation (EC) 139/2004 (the “Regulation”), or being deemed to have done so under Article 10(6) of the Regulation, declaring the Acquisition compatible with the internal market without attaching to its decision any conditions or obligations that are not reasonably satisfactory to Bidco; or

    (ii) in the event that the European Commission makes a referral in respect of the whole or any part of the Acquisition to the Competition and Markets Authority (the “CMA”) under Article 9(1) of the Regulation, the CMA and, to the extent relevant, the European Commission reaching a decision to the same effect and on the same terms as the decision referred to in paragraph 3(a)(i) above;

    United Kingdom

    (b) if the CMA decides to investigate the Acquisition prior to the Effective Date, the CMA deciding in terms reasonably satisfactory to Bidco not to make a reference of the Acquisition under s.33 of the Enterprise Act 2002 or the CMA accepting undertakings in lieu of such reference, such undertakings being in terms reasonably satisfactory to Bidco;

Foreign Investment and National Security. – [NSIB]

United Kingdom

(g) if the NS&I Act enters into force prior to the Effective Date and either (i) requires mandatory filing thereunder in connection with the Acquisition or (ii) BEIS or any other relevant regulatory or governmental body requires that a filing be made thereunder by calling in the Acquisition prior to the Effective Date, all necessary approvals under the NS&I Act having been obtained on terms reasonably satisfactory to Bidco.”

In this transaction, terms of which are extracted above , Clifford Chance are acting for Calisen plc Allen & Overy are acting for the bidder