RPC Group PLC Statement regarding withdrawal of recommendation
RPC GROUP PLC ("RPC")
STATEMENT REGARDING WITHDRAWAL OF RECOMMENDATION OF THE OFFER FROM ROME UK BIDCO LIMITED
On 23 January 2019, the boards of Rome UK Bidco Limited, a company formed on behalf of funds managed by Apollo Management IX, L.P., and RPC announced that they had reached agreement on the terms of a recommended all cash offer for the entire issued and to be issued ordinary share capital of RPC by Rome UK Bidco Limited at a price of 782 pence per share (the "Apollo Offer"). The Apollo Offer was to be effected by means of a Court?sanctioned scheme of arrangement under Part 26 of the Companies Act (a "Scheme of Arrangement").
The boards of Berry Global International Holdings Limited, an indirect wholly?owned subsidiary of Berry Global Group, Inc. ("Berry") and RPC announced today that they have reached agreement on the terms of a recommended all cash offer for the entire issued and to be issued ordinary share capital of RPC at a price of 793 pence per RPC Share (the "Berry Offer") to be effected by means of a Scheme of Arrangement (such announcement being the "2.7 Announcement").
Following careful consideration, the RPC Board concluded that the terms of the Berry Offer represent a superior offer for RPC Shareholders as compared with the Apollo Offer. Accordingly, the board of RPC confirms that it has withdrawn its recommendation of the Apollo Offer and that it intends unanimously to recommend the Berry Offer to RPC shareholders.
ADJOURNMENT OF APOLLO OFFER COURT MEETING AND GENERAL MEETING
On 19 February 2019, RPC published and posted a scheme circular to the shareholders of RPC in connection with the Apollo Offer, containing, inter alia, notices of a Court convened meeting and a general meeting of RPC Shareholders in relation to the Apollo Offer, convened for 20 March 2019 at 11.00 a.m. and 11.10 a.m. respectively.
As a result of the Berry Offer, the RPC Board announces that the Chairman has adjourned the court meeting and general meeting of RPC Shareholders relating to the Apollo Offer for an indefinite period.