NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION (IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY) IN, INTO OR FROM THE UNITED STATES OF AMERICA, CANADA, AUSTRALIA OR JAPAN OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION.
THIS ANNOUNCEMENT IS NOT INTENDED TO, AND DOES NOT, CONSTITUTE OR FORM PART OF ANY OFFER OR INVITATION TO PURCHASE, OTHERWISE ACQUIRE, SUBSCRIBE FOR, SELL OR OTHERWISE DISPOSE OF, ANY SECURITIES OR THE SOLICITATION OF ANY VOTE OR APPROVAL IN ANY JURISDICTION PURSUANT TO THE ACQUISITION OR OTHERWISE. THE SCHEME DOCUMENT OR, IF BIDCO ELECTS TO SWITCH TO AN OFFER, THE OFFER DOCUMENT, WHICH WILL CONTAIN THE FULL TERMS AND CONDITIONS OF THE PROPOSED ACQUISITION, INCLUDING DETAILS OF HOW TO VOTE IN RESPECT OF THE SCHEME. ANY RESPONSE TO THE ACQUISITION SHOULD BE MADE ONLY ON THE BASIS OF THE INFORMATION IN THE SCHEME DOCUMENT OR OFFER DOCUMENT (AS APPROPRIATE).
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
FOR IMMEDIATE RELEASE
17 April 2025
RECOMMENDED CASH ACQUISITION OF
INDUCTION HEALTHCARE GROUP PLC (“Induction”)
by
VITALHUB UK LIMITED (“Bidco”)
(a direct subsidiary of VitalHub Corp.)
to be implemented by means of a court-sanctioned scheme of arrangement under Part 26 of the Companies Act 2006
PUBLICATION AND POSTING OF THE SCHEME DOCUMENT
Introduction
On 10 April 2025, the boards of Induction and Bidco announced that they had agreed the terms and conditions of a recommended cash acquisition pursuant to which Bidco shall acquire the entire issued, and to be issued, ordinary share capital of Induction (the “Acquisition”). The Acquisition will be implemented by means of a court-sanctioned scheme of arrangement under Part 26 of the Companies Act 2006.
Capitalised terms in this announcement shall, unless otherwise defined, have the meanings set out in Part 8 (Definitions) of the Scheme Document (as defined below).
Publication and posting of the Scheme Document
Induction is pleased to announce the publication of a circular in relation to the Acquisition (the "Scheme Document") which, together with the Forms of Proxy for the Court Meeting and the General Meeting, is today being published by Induction and posted (or made available online) to Induction Shareholders. The Scheme Document sets out, amongst other things, the full terms and conditions of the Scheme, an explanatory statement pursuant to section 897 of the Companies Act, an expected timetable of principal events, notices of the Court Meeting and General Meeting and details of the actions to be taken by Induction Shareholders.
Hard copies of the Scheme Document and/or a website notification of availability (providing details of the website where the Scheme Document may be accessed) are being sent to Induction Shareholders (depending on communication preferences selected). Hard copies of the Forms of Proxy for the Court Meeting and the General Meeting are being posted to Induction Shareholders. Induction will also be sending details of the proposals being made to participants in the Induction Share Plans to such participants in due course.
The Scheme Document will be made available (subject to any applicable restrictions relating to persons in, or resident, in Restricted Jurisdictions) for inspection free of charge, on Induction’s website at https://www.inductionhealthcare.com/offer and on Bidco's website at https://www.vitalhub.com/possible-offer-for-induction-healthcare-plc by no later than 12 noon on the Business Day following the publication of the Scheme Document and will be available up to and including the end of the Offer Period. Save as expressly referred to in the Scheme Document, neither the contents of these websites nor the contents of any other website accessible from hyperlinks on such websites is incorporated into, or forms part of, this announcement.
For the full release, click HERE
