16 December 2020
AVEVA GROUP PLC
ACQUISITION OF OSISOFT, LLC ("OSISOFT"): UPDATE RE CLEARANCES AND EXPECTED TIMETABLE TO CLOSING
The Board of AVEVA Group Plc ("AVEVA" or the "Company") provides the following update on the progress of the proposed acquisition of OSIsoft. Defined terms used in this announcement shall have the meaning given to them in the combined circular and prospectus published by the Company on 6 November 2020 (the "Prospectus").
AVEVA has now received all antitrust and regulatory clearances required ahead of Completion of the Acquisition with the exception of antitrust approvals in Austria and Brazil and the approval of the Committee on Foreign Investments in the United States ("CFIUS").
Antitrust clearance in Austria is expected on 18 December 2020 while the review procedure for antitrust approval in Brazil is ongoing and clearance is expected by the end of January 2021.
The review procedure of CFIUS is still ongoing and approval is expected, if the full period is required and no further action is needed, to be received around 1 February 2021, with a transaction close shortly thereafter.
AVEVA will provide further updates as appropriate.
AVEVA Group plc
Matt Springett (Head of Investor Relations)
Tel: +44 7789 818 684
FTI Consulting LLP
PR Adviser to AVEVA
Tel: +44 20 3727 1017
This announcement contains statements about AVEVA that are or may be forward looking statements. All statements other than statements of historical facts included in this announcement may be forward looking statements. Without limitation, any statements preceded or followed by or that include the words "targets", "goals", "should", "would", "could", "continue", "plans", "believes", "expects", "aims", "intends", "will", "may", "anticipates", "estimates", "hopes", "projects" or words or terms of similar substance or the negative thereof, are forward looking statements.
Lazard & Co., Limited ("Lazard"), which is authorised and regulated in the United Kingdom by the Financial Conduct Authority (the "FCA"), is acting exclusively as financial adviser to AVEVA and no one else in connection with the Acquisition and will not regard any other person (whether or not a recipient of this announcement) as a client in relation to the Acquisition and will not be responsible to anyone other than AVEVA for providing the protections afforded to the clients of Lazard nor for giving advice in relation to the Rights Issue, the Acquisition or any transaction, arrangement or any other matters referred to in this announcement.
Numis Securities Limited ("Numis"), which is authorised and regulated in the United Kingdom by the FCA, is acting exclusively as sponsor, joint broker, joint global co-ordinator and joint bookrunner to AVEVA and no one else in connection with the Acquisition and will not regard any other person (whether or not a recipient of this announcement) as a client in relation to the Acquisition and will not be responsible to anyone other than AVEVA for providing the protections afforded to the clients of Numis nor for giving advice in relation to the Acquisition or any transaction, arrangement or any other matter referred to in this announcement.
No person has been authorised to give any information or to make any representations other than those contained in this announcement and, if given or made, such information or representations must not be relied on as having been authorised by AVEVA, Lazard and/or Numis. Subject to the Listing Rules, the Prospectus Rules and the Disclosure Guidance and Transparency Rules of the Financial Conduct Authority, the issue of this announcement shall not, in any circumstances, create any implication that there has been no change in the affairs of the AVEVA Group or OSIsoft since the date of this announcement or that the information in it is correct as at any subsequent date.
This announcement does not constitute or form part of any offer, invitation to sell, otherwise dispose of or issue, or any solicitation of any offer to purchase or subscribe for, any shares or other securities nor shall it or any part of it, nor the fact of its distribution form the basis of, or be relied on in connection with, any contract commitment or investment decision.
This announcement has been prepared for the purpose of complying with the applicable law and regulation of the United Kingdom and information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws and regulations of jurisdictions outside the United Kingdom.
The distribution of this announcement in jurisdictions other than the United Kingdom may be affected by the laws of relevant jurisdictions. Therefore any persons who are subject to the laws of any jurisdiction other than the United Kingdom will need to inform themselves about, and observe any, applicable requirements.
This announcement (and the information contained herein) is not for release, publication or distribution, directly or indirectly, in whole or in part, in, into or within the United States of America, its territories and possessions, any State of the United States or the District of Columbia (collectively, the "United States"). This announcement is for informational purposes only and is not an offer of securities for sale in the United States. Securities may not be offered or sold in the United States absent registration under the US Securities Act of 1933, as amended (the "US Securities Act"), or an exemption therefrom. No securities have not been and will not be registered under the US Securities Act or under the securities laws of any state or other jurisdiction of the United States, and may not be offered or sold, taken up, resold, transferred or delivered in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the US Securities Act and in accordance with any applicable securities laws of any state or other jurisdiction of the United States. There will be no public offer of securities in the United States.
Neither the content of AVEVA nor OSIsoft's website, nor any website accessible by hyperlinks on AVEVA or OSIsoft website is incorporated in, or forms part of, this announcement.
Ashurst LLP and Debevoise & Plimpton LLP are acting as the lead legal advisers to AVEVA in connection with the transaction.
OSIsoft's financial adviser in the transaction is Morgan Stanley and Co. LLC and its legal counsel in the transaction is Fenwick & West and Slaughter and May.