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PLEASE READ THIS NOTICE CAREFULLY – IT APPLIES TO ALL PERSONS WHO VIEW THIS WEBPAGE AND, DEPENDING ON WHO YOU ARE AND WHERE YOU LIVE, IT MAY AFFECT YOUR RIGHTS.
PLEASE NOTE THAT THIS NOTICE AND THE INFORMATION CONTAINED IN IT MAY BE ALTERED OR UPDATED FROM TIME TO TIME, AND SHOULD BE READ IN FULL EACH TIME YOU VISIT THE SITE. IN ADDITION, THE CONTENTS OF THIS WEBPAGE MAY BE AMENDED AT ANY TIME IN WHOLE OR IN PART AT THE SOLE DISCRETION OF BTG PLC ("BTG")
ACCESS TO THE MATERIALS CONTAINED IN THIS SECTION OF THE WEBSITE (THE "MICROSITE") MAY BE RESTRICTED UNDER SECURITIES LAWS IN CERTAIN JURISDICTIONS. THIS NOTICE REQUIRES YOU TO CONFIRM CERTAIN MATTERS (INCLUDING THAT YOU ARE NOT RESIDENT OR LOCATED IN SUCH A JURISDICTION) BEFORE YOU MAY OBTAIN ACCESS TO THE INFORMATION ON THE WEBSITE. IF YOU ARE UNABLE, OR HAVE ANY DOUBT WHETHER YOU ARE ABLE TO PROVIDE THE NECESSARY CONFIRMATION YOU SHOULD PRESS 'DECLINE' AND YOU WILL NOT BE ABLE TO VIEW INFORMATION ABOUT THE OFFER.
THESE MATERIALS ARE NOT DIRECTED AT OR TO BE ACCESSED BY PERSONS RESIDENT OR LOCATED IN ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION OR MAY RESULT IN A SIGNIFICANT RISK OF CIVIL, REGULATORY OR CRIMINAL EXPOSURE IF INFORMATION CONCERNING THE ACQUISITION IS SENT OR MADE AVAILABLE TO PERSONS IN THAT JURISDICTION (A "RESTRICTED JURISDICTION") AND UNLESS OTHERWISE DETERMINED BY BTG AND PERMITTED BY APPLICABLE LAW AND REGULATION, IT IS NOT INTENDED THAT THESE MATERIALS BE ACCESSIBLE BY PERSONS RESIDENT OR LOCATED IN ANY RESTRICTED JURISDICTION.
Electronic versions of the materials you are seeking to access are being made available on this microsite by BTG in good faith, for information purposes only and subject to the terms and conditions set out below.
Please read this notice carefully – it applies to all persons who view the Microsite to access information and, depending on who you are and where you live, it may affect your rights. This notice and the information contained in this Microsite may be altered or updated from time to time, and should be read carefully each time you visit this Microsite.
Basis of access
The information contained on this Microsite is in respect of the possible acquisition (the "Offer") by Boston Scientific Corporation ("Boston Scientific"), through a wholly owned subsidiary Bravo Bidco Limited, of the entire issued and to be issued share capital of BTG. In particular, the information contained on this Microsite does not constitute or form part of any offer or invitation, or solicitation of any offer or invitation, to sell or otherwise dispose of, purchase, otherwise acquire or subscribe for any securities pursuant to the Offer or otherwise in any jurisdiction in which such offer, invitation or solicitation is unlawful.
The information contained on this Microsite speaks only at the date of the relevant document or announcement reproduced on this Microsite, and neither BTG nor any of its affiliated companies has, or accepts, responsibility or duty to update any such information, document or announcement. BTG reserves the right to add to, remove or amend any information reproduced on this Microsite at any time.
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None of the Responsible Persons, BTG or any of its affiliated companies have reviewed, and none of them is or shall be responsible for or accepts any liability in respect of any information contained on any other website that may be linked to this Microsite by a third party.
If you are in any doubt about the contents of this Microsite or the action you should take, you should seek your own financial advice from an independent financial adviser authorised under the Financial Services and Markets Act 2000 or, if you are located outside the United Kingdom, from an appropriately authorised independent financial adviser.
Viewing the materials you seek to access may be unlawful if you are resident or located in a Restricted Jurisdiction. In certain jurisdictions, including Restricted Jurisdictions, only certain categories of person may be allowed to view such materials.
Any person who wishes to view these materials must first satisfy themselves that they are not subject to any local requirements that prohibit or restrict them from doing so and should inform themselves of, and observe, any applicable legal or regulatory requirements applicable in their jurisdiction. Any failure to comply with restrictions may constitute a violation of the securities laws of any such jurisdiction.
If you are not permitted to view materials on this Microsite please exit this Microsite. Should you be in any doubt about whether you are permitted to view materials on this Microsite, you should not access the Microsite and you should take legal advice. Neither BTG nor its advisers accepts responsibility for any violation by any person of these restrictions.
Copies of the contents of the Microsite are not being, and must not be, released or otherwise forwarded, published, distributed or sent, in whole or in part, directly or indirectly, in or into a Restricted Jurisdiction and persons receiving such documents (including custodians, nominees and trustees) must not distribute or send them in, into or from a Restricted Jurisdiction. You should not forward, transmit or show the announcements, information or documents contained on the Microsite. In particular, you should not forward or transmit the announcements, information or documents contained therein to any jurisdiction where it would be unlawful to do so.
Important information for US investors
The materials do not constitute an offer to acquire or exchange securities in the United States. The Offer relates to the shares of an English company and may be made by means of a scheme of arrangement provided for under English company law. The Offer is not subject to the tender offer rules or the proxy solicitation rules under the US Securities Exchange Act of 1934, as amended (the "US Exchange Act"). Accordingly, the Offer is subject to the disclosure requirements and practices applicable in the UK to schemes of arrangement which differ from the disclosure requirements of US tender offer and proxy solicitation rules. If, in the future, Boston Scientific determines to make a firm offer by way of a takeover offer and determines to extend the offer into the United States, such offer will be made in compliance with applicable US laws and regulations.
The financial information included in certain documents contained in this Microsite has been prepared in accordance with non-US accounting standards, and thus may not be comparable to financial information of US companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the United States.
The receipt of consideration pursuant to any offer by a US holder of BTG shares may be a taxable transaction for US federal income tax purposes and under applicable US state and local, as well as foreign and other, tax laws. Each BTG shareholder is urged to consult his independent professional adviser immediately regarding the tax consequences of accepting the offer. Furthermore, the payment and settlement procedure with respect to the offer will comply with the relevant United Kingdom rules, which differ from the United States payment and settlement procedures, particularly with regard to the date of payment of consideration.
Any offer will be made in the United States by Boston Scientific and no one else.
The materials contained in this Microsite do not constitute an offer of securities for sale in the United States. No offer to acquire securities or to exchange securities for other securities has been made, or will be made, directly or indirectly, in or into, or by the use of the mails of, or by any means or instrumentality of interstate or foreign commerce or any facilities of a national securities exchange of, the United States or any other country in which such offer may not be made other than: (i) in accordance with the tender offer requirements under the US Exchange Act, or the securities laws of such other country, as the case may be, or: (ii) pursuant to an available exemption from such requirements.
Neither the US Securities and Exchange Commission nor any US state securities commission has approved or disapproved any offer, or passed comment upon the adequacy or completeness of any of the Information contained in this Microsite. Any representation to the contrary is a criminal offence in the United States.
This Microsite may contain certain forward-looking statements with respect to the Offer and the financial condition, results of operations and business of, BTG or Boston Scientific and certain plans and objectives of Boston Scientific with respect to them. Statements that are not historical facts, including statements about our beliefs and expectations, are forward-looking statements. The words "anticipate", "target", "expect", "estimate", "intend", "plan", "goal", "believe", "hope", "aims", "continue", "will", "may", "should", "would", "could" and similar expressions, among others, generally identify forward-looking statements.
These forward-looking statements (including those relating to the consummation of the Offer and the anticipated benefits of it) are subject to risks and uncertainties that may cause actual results to differ materially from those indicated in the forward-looking statements. Such risks and uncertainties include, but are not limited to, the possibility that any of the conditions to the Offer will not be satisfied, adverse effects on the market price of BTG's or Boston Scientific's shares and on BTG’s or Boston Scientific's operating results because of a failure to complete the Offer, negative effects relating to announcement of the Offer or the completion of the Offer on the market price of BTG shares or Boston Scientific shares, significant transaction costs and/or unknown liabilities, changes in global, political, economic, business, competitive, market and regulatory forces, future exchange and interest rates, changes in tax laws, regulations, rates and policies, future business combinations or disposals and competitive developments.
These forward-looking statements are based on numerous assumptions and assessments made in light of BTG's or, as the case may be, Boston Scientific’s experience and perception of historical trends, current conditions, business strategies, operating environment, future developments and other factors considered appropriate. The factors described in the context of such forward-looking statements in this Microsite could cause Boston Scientific's plans with respect to BTG, BTG's or Boston Scientific's actual results, performance or achievements, industry results and developments to differ materially from those expressed in or implied by such forward-looking statements. Although it is believed that the expectations reflected in such forward-looking statements are reasonable, no assurance can be given that such expectations will prove to have been correct and persons reading this Microsite are therefore cautioned not to place undue reliance on these forward-looking statements which speak only as at the date of the relevant document or announcement reproduced on this Microsite. BTG expressly disclaims any obligation or undertaking to update or revise any forward-looking statements as a result of subsequent events or developments, except as required by law.
Unless expressly stated otherwise, no statement contained or referred to in this Microsite is intended to be a profit forecast.
This notice shall be governed by and interpreted in accordance with English law.
THE INFORMATION CONTAINED IN THIS MICROSITE MAY NOT BE DOWNLOADED, FORWARDED, TRANSMITTED OR SHARED WITH ANY OTHER PERSON EITHER IN WHOLE OR IN PART WHERE TO DO SO WOULD OR MAY CONSTITUTE A BREACH OF ANY APPLICABLE LOCAL LAWS OR REGULATIONS.
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United Kingdom, 20 November 2018
Recommended Cash Offer for BTG plc by Boston Scientific Corporation
Letter to Shareholders
Letter to Employees
Letter to Pension Trustees
Irrevocable undertaking - Garry Watts
Irrevocable undertaking - Pamela Louise Makin
Irrevocable undertaking - Duncan Kennedy
Irrevocable undertaking - Anne Thorburn
Irrevocable undertaking - Richard Wohanka
Irrevocable undertaking - Invesco Asset Management Limited - amended and restated
Irrevocable undertaking - Woodford Investment Management Ltd
Irrevocable undertaking - Novo Holdings A/S
Irrevocable undertaking - Anavio Capital Partners LLP - redacted
Irrevocable undertaking - Anavio Capital Master Fund Limited - redacted
Irrevocable undertaking - Sand Grove Capital Management LLP - redacted
Irrevocable undertaking - Arrowgrass - redacted
Irrevocable undertaking - Melqart - redacted
Irrevocable undertaking - Tavira - redacted
Bridge Credit Agreement
Fee and Syndication Letter
Term Loan Credit Agreement - Redacted
RNS Annoucement - Syndication of Bridge Credit Agreement
Non Disclosure Agreement
Co-operation Agreement Amendment
Administrative Agent Fee Letter - Redacted
Master Assignment and Assumption - Redacted
Second confidentiality agreement dated 15 January 2019
Consent Letter - JP Morgan Cazenove
Consent Letter - Deutsche Bank
Consent Letter - Goldman Sachs
Consent Letter - Rothschild
Consent Letter - Barclays
RNS Announcement - Invesco Update on Irrevocable Undertaking
RNS Announcement - Woodford Update on Irrevocable Undertaking
RNS Announcement - Woodford Update on Irrevocable Undertaking (2)
RNS Announcement - Woodford Update on Irrevocable Undertaking (3)
RNS Announcement - Woodford Update on Irrevocable Undertaking (4)
RNS Announcement - Amendment of the Co-operation Agreement
RNS Announcement - Timetable for publication of the Scheme Document
RNS Announcement - Entry into New Financing Arrangements
RNS Announcement - Second Confidentiality Agreement