Offer (the "Offer") by Parker Hannifin Corporation ("Bidder") for Meggitt plc ("Meggitt").
ACCESS TO THIS AREA OF THE WEBSITE ("MICROSITE") MAY BE RESTRICTED UNDER SECURITIES LAWS OR REGULATIONS IN CERTAIN JURISDICTIONS. THIS NOTICE REQUIRES YOU TO CONFIRM CERTAIN MATTERS (INCLUDING THAT YOU ARE NOT RESIDENT IN SUCH A JURISDICTION), BEFORE YOU MAY OBTAIN ACCESS TO THE INFORMATION ON THIS MICROSITE. THESE MATERIALS ARE NOT DIRECTED AT OR INTENDED TO BE ACCESSIBLE BY PERSONS RESIDENT IN, OR OTHERWISE SUBJECT TO THE LAWS OF, ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION OR WOULD RESULT IN A REQUIREMENT TO COMPLY WITH ANY CONSENT OR OTHER FORMALITY WHICH MEGGITT REGARDS AS UNDULY ONEROUS (A "RESTRICTED JURISDICTION").
THIS MICROSITE CONTAINS ANNOUNCEMENTS, DOCUMENTS AND INFORMATION (THE "INFORMATION") PUBLISHED BY THE BIDDER AND/OR MEGGITT RELATING TO THE OFFER IN COMPLIANCE WITH THE CITY CODE ON TAKEOVERS AND MERGERS (THE "CODE"). THE INFORMATION IS BEING MADE AVAILABLE IN GOOD FAITH AND FOR INFORMATION PURPOSES ONLY, AND ITS AVAILABILITY IS SUBJECT TO THE TERMS AND CONDITIONS SET OUT BELOW.
Access to the Information
If you would like to view the Information contained on this Microsite, please read this notice carefully. This notice applies to all persons who view the Information contained on this Microsite and, depending on where you are located, may affect your rights or responsibilities. Meggitt reserves the right to amend or update this notice at any time and you should, therefore, read it in full each time you visit this Microsite. In addition, the contents of this Microsite may be amended at any time, in whole or in part, at Meggitt's sole discretion.
To allow you to view information about the Offer, you must read this notice and then click "I ACCEPT". If you are unable to agree, you should click "I DECLINE" and you will not be able to view information about the Offer.
The Information contained on this Microsite does not constitute an offer to sell or otherwise dispose of or an invitation or solicitation of any offer to purchase or subscribe for any securities pursuant to the Offer or otherwise in any jurisdiction in which such offer or solicitation is unlawful. The Offer would be made solely by means of an offer or scheme document which would contain the full terms and conditions of such Offer, including details on how it may be accepted. Any decision made in relation to the Offer should be made only on the basis of the information provided in any such document.
This Information is not directed at or intended to be accessible by persons resident in, or otherwise subject to the laws of, any Restricted Jurisdiction.
Viewing the Information you are seeking to access may be restricted under securities laws in certain jurisdictions. All persons resident outside of the United Kingdom (the "UK") who wish to view the Information contained on this Microsite must first satisfy themselves that they are not subject to any local requirements which prohibit or restrict them from doing so and should inform themselves about, and observe, any legal or regulatory requirements applicable in their jurisdiction.
YOU SHOULD NOT DOWNLOAD, MAIL, FORWARD, DISTRIBUTE, SEND OR SHARE THE INFORMATION OR DOCUMENTS CONTAINED ON THIS MICROSITE TO ANY PERSON. IN PARTICULAR, YOU SHOULD NOT MAIL, FORWARD, DISTRIBUTE OR SEND THE INFORMATION OR DOCUMENTS CONTAINED THEREIN TO ANY RESTRICTED JURISDICTION.
This Microsite contains Information that has been prepared for the purposes of complying with English law and the Code, and the Information disclosed may not be the same as that which would have been disclosed if this Information had been prepared in accordance with the laws and regulations of any jurisdiction outside of England and Wales.
It is your responsibility to satisfy yourself as to the full observance of any relevant laws and regulatory requirements. If you are not permitted to view the Information on this Microsite, or are in any doubt as to whether you are permitted to view the Information, please exit this Microsite.
Additional U.S. information
The Offer relates to the securities of an English company admitted to trading on the London Stock Exchange and is subject to UK procedural and disclosure requirements that are different from those of the United States. Any financial statements or other financial information included on this Microsite may have been prepared in accordance with non-US accounting standards that may not be comparable to the financial statements of US companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the United States. It may be difficult for US holders of shares to enforce their rights and any claims they may have arising under US federal securities laws in connection with the Offer, since Meggitt is located in a country other than the United States, and some or all of its officers and directors may be residents of countries other than the United States. US holders of shares may not be able to sue Meggitt or its respective officers or directors in a non-US court for violations of US securities laws. Further, it may be difficult to compel Meggitt and its affiliates to subject themselves to the jurisdiction or judgment of a US state or federal court.
The Offer may be implemented by way of a scheme of arrangement provided for under English company law (a "Scheme"). A transaction effected by means of a Scheme is not subject to the tender offer rules or the proxy solicitation rules under the US Exchange Act of 1934, as amended. Accordingly, the Offer may be subject to the disclosure requirements of, and practices applicable in, the UK to Schemes, which differ from the disclosure requirements of the US tender offer and proxy solicitation rules. However, if, in the future, the Bidder were to exercise its right to implement the Offer by way of a takeover offer, such offer would be required to be made in compliance with applicable US securities laws and regulations.
This Microsite and the Information contained in it may contain certain forward-looking statements with respect to the financial condition, results of operations and businesses of the Bidder and Bidder Group (being the Bidder and its subsidiaries and subsidiary undertakings from time to time) and Meggitt and the Meggitt Group (being Meggitt and its subsidiaries and subsidiary undertakings from time to time) following the implementation of the Offer.
All statements other than statements of historical fact are, or may be deemed to be, forward-looking statements. Forward-looking statements are statements of future expectations that are based on management's current expectations and assumptions and involve known and unknown risks and uncertainties that could cause actual results, performance or events to differ materially from those expressed or implied in these statements. Forward-looking statements include, among other things, statements concerning the potential exposure of the Meggitt Group and/or Bidder Group to market risks and statements expressing management's expectations, beliefs, estimates, forecasts, projections and assumptions, including as to future potential cost savings, synergies, earnings, cash flow, return on capital employed, production and prospects. Often, but not always, forward-looking statements can be identified by the use of terms such as "anticipate", "believe", "could", "should", "estimate", "expect", "goals", "intend", "might", "may", "objectives", "outlook", "plan", "probably", "project", "risks", "seek", "should", "target", "will" or variations of such terms.
By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future. There are a number of factors that could cause actual results and developments to differ materially from those expressed or implied by the forward-looking statements included on this Microsite. These factors include, but are not limited to: (a) the ability to obtain requisite regulatory and shareholder approvals and the satisfaction of other conditions pertaining to the Offer; (b) changes in tax rates, interest rates and currency fluctuations; (c) changes in demand for the Meggitt Group's products and the behaviour of other market participants; (d) the degree of competition in the geographic and business areas in which Meggitt and the Bidder operate; (e) market-related risks and developments pertaining to the industry in which the Meggitt Group operates; (f) the policies and actions of regulatory authorities; (g) the ability of the Meggitt Group to successfully retain key employees; (h) changes in general economic, business and political conditions, including changes in the financial markets; (i) the impact of external events, such as pandemics or natural disasters, including the ongoing impact of COVID-19 and changes to current expectations as to the rate of economic recovery therefrom; (j) the timing, impact and risks associated with any future acquisitions, combinations, divestments, developments, or product launches and innovations within relevant industries; (k) failure to fully realise any anticipated synergies, cost savings and other anticipated benefits of the proposed transaction when expected or at all; (l) the impact of a health and safety incident resulting in serious illness, injury or death to a Meggitt Group employee and/or a disruption to the Meggitt Group's operations; (m) the impact of a cyber security breach; and (n) changes in applicable laws and regulations in the jurisdictions in which the Meggitt Group operates.
All forward-looking statements contained on this Microsite are expressly qualified in their entirety by the cautionary statements contained or referred to in this section. Readers should not place undue reliance on forward-looking statements. The reader should also consider the additional factors that may affect future results and developments which are contained in Meggitt's annual report and accounts, interim results and trading updates (available on Meggitt's corporate website at www.meggitt.com/investors/).
Each forward-looking statement speaks only as at the specified date of the relevant document within which the statement is contained. None of Meggitt, the Meggitt Group, the Bidder and the Bidder Group undertake any obligation to publicly update or revise any forward-looking statement as a result of new information, future events or otherwise. In light of these risks, results could differ materially from those stated, implied or inferred from the forward-looking statements contained on this Microsite.
Unless expressly stated otherwise, no statement contained or referred to on this Microsite is intended to be a profit forecast.
In relation to any materials connected with the Offer which are accessible on this Microsite please note any statement of responsibility contained therein.
The documents included on this Microsite issued or published by Meggitt speak only at the specified date of the relevant document and Meggitt has, and accepts, no responsibility or duty to update or revise such documents.
In relation to any such announcements or other materials relating to the Offer which are issued or published by a third party, that are accessible on this Microsite, the only responsibility accepted by Meggitt and its directors is for the correctness and fairness of their reproduction.
Neither Meggitt's directors, nor Meggitt, nor any of their respective affiliates, employees and advisers, have reviewed, and no such person is or shall be responsible for or accepts any liability in respect of, any information contained on any other website which may be linked to or from this Microsite.
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 (as amended) or, if you are located outside the UK, from an appropriately authorised independent financial adviser.
This notice shall be governed by and construed in accordance with English law.
Confirmation of understanding and acceptance
- I have read and understood the notice set out above and I agree to be bound by its terms.
- I am not (nor do I act on behalf of someone who is) resident in, or otherwise subject to the jurisdiction of, any country that renders the accessing of the materials on this website or any part of it unlawful.
- I will not print, download, or otherwise seek to copy, mail, forward, distribute or send any of the materials on this Microsite to any other person at any time.
- I represent and warrant to Meggitt that I intend to access this Microsite for information purposes only.
If you are not able to give these confirmations, you should click on I DECLINE below.
You are viewing the part of the website that is designated for the publication of documents and information in connection with the offer from Parker-Hannifin Corp.
Rule 2.7 announcement
Rule 2.7 Announcement
Consent Letters in relation to Rule 2.7 Announcement
Consent letter from Citigroup Global Markets (Rule 2.7 Announcement)
Consent letter from Merrill Lynch International (Rule 2.7 Announcement)
Consent letter from Morgan Stanley (Rule 2.7 Announcement)
Consent letter from Rothschild & Co (Rule 2.7 Announcement)
Consent letters in relation to the Scheme Document
Consent Letter from BofA Securities
Consent Letter from Citigroup Global Markets
Consent Letter from Morgan Stanley
Consent Letter from Rothschild & Co
Publication of the Scheme Document
Announcement upon publication of Scheme Document
Email to employees upon publication of Scheme Document
Email to pension scheme trustee upon publication of Scheme Document
Email to shareholders upon publication of Scheme Document
Letter to employees upon publication of Scheme Document
Letter to shareholders upon publication of Scheme Document
Meggitt Articles of Association - Current
Meggitt Articles of Association - Proposed
Parker-Hannifin Articles of Association and Byelaws
Parker-Hannifin Code of Regulations (24 January 2019)
Court Meeting and General Meeting in relation to the Scheme
Advertisement of Court Meeting
Form of Proxy - Court Meeting
Form of Proxy - General Meeting
Notice of Court Meeting
Notice of General Meeting
Section 311A Statement
Virtual Meeting Guide
Results of Court Meeting and General Meeting
Court Meeting and General Meeting Presentation
Directors' Service Contracts
Sir Nigel Rudd
Directors' Irrevocable Undertakings
Sir Nigel Rudd
Financial information incorporated by reference
Meggitt 2019 Annual Report
Meggitt 2020 Annual Report
Parker-Hannifin 2019 Annual Report (Form 10-K)
Parker-Hannifin 2020 Annual Report (Form 10-K)
Parker-Hannifin Fiscal 2021 Q4 and Full Year Results
Parker-Hannifin Interim Results - Nine-month period ended 31 March 2021 (Form 10-Q)
Letters To Incentive Plan Participants
Letter to LTIP conditional award holders
Letter to LTIP option holders
Letter to Share Incentive and Retention Plan participants
Letter to Share Incentive Plan participants
Letter to Sharesave participants
Results and Trading Updates
Meggitt PLC - 2022 Interim Results
Meggitt PLC - 2022 Q1 Results
Meggitt PLC - 2021 Full Year Results
Meggitt PLC - 2021 Q3 Results
Meggitt PLC - Rule 28 Confirmations in relation to Q3 Trading Statement
Meggitt PLC - 2021 Interim Results
Meggitt Opening Position Disclosure
Meggitt Opening Position Disclosure
Rule 2.11 Communications following the Rule 2.7 Announcement
Email to employees
Email to option holders
Email to shareholders and information rights holders
Email to the pension scheme trustee
Letter to employees
Letter to option holders
Letter to paper shareholders and information rights holders
Letter to web shareholders and information rights holders
Parker-Hannifin Financing Documents
Parker-Hannifin Bridge Credit Agreement
Parker-Hannifin Fee and Syndication Letter
Parker-Hannifin Notice of Reduction of Commitments under the Bridge Facility
Parker-Hannifin Term Loan Agreement
Parker-Hannifin Second Notice of Reduction of Commitments under the Bridge Facility
Parker-Hannifin Announcement in respect of Second Notice of Reduction of Commitments under the Bridge Facility
Clean Team Agreement
Joint Defence Agreement
Scheme of Arrangement becomes effective (12 September 2022)
Response to BEIS Announcement (19 October 2021)
Update on Conditions and timetable (26 August 2022)
Meggitt Shareholder FAQs (26 August 2022)
Court Sanction of Scheme of Arrangement (9 September 2022)
Parker Completes Acquisition of Meggitt (13 September 2022)
Withdrawn proposal from TransDigm Group Inc.
TransDigm Group Incorporated R2.8 announcement (07 September 2021)
Meggitt response to TransDigm Group Incorporated R2.8 announcement (07 September 2021)
TransDigm Response to Meggitt PLC Announcement (11 August 2021)
Update and Unsolicited Proposal from TransDigm (11 August 2021)
Meggitt Shareholder FAQs (26 August 2022)