AVAST PLC ("Avast"): Response to press speculation regarding a possible merger of Avast with NortonLifeLock Inc.
LONDON, July 14, 2021 /PRNewswire/ -- The Board of Avast notes the recent press speculation concerning the possibility of an offer being made for the entire issued and to be issued share capital of Avast.
The Board of Avast confirms that it is in advanced discussions regarding a possible merger of Avast with NortonLifeLock Inc. ("Norton") (the "Possible Merger").
There can be no certainty as to whether any transaction will take place or the terms on which any Possible Merger may be agreed. A further announcement will be made if and when appropriate.
The Possible Merger may be implemented as a cash and share offer for Avast by Norton in accordance with the requirements of the City Code on Takeovers and Mergers ("Code").
In accordance with Rule 2.6(a) of the Code, Norton is required, by not later than 5:00 p.m. (London time) on 11 August 2021, being 28 days after today's date, to either announce a firm intention to make an offer for Avast in accordance with Rule 2.7 of the Code, or announce that it does not intend to make an offer for Avast, in which case the announcement will be treated as a statement to which Rule 2.8 of the Code applies. This deadline can be extended with the consent of the Panel on Takeovers and Mergers in accordance with Rule 2.6(c) of the Code.
This announcement has been made without the consent of Norton.
Enquiries
Avast
Peter Russell, Director of Investor Relations IR@avast.com
Stephanie Kane, VP PR and Corporate Communications
UBS Investment Bank (Financial Adviser and Corporate Broker) Tel: +44 207 567 8000
Christian Lesueur
Rahul Luthra
Jonathan Rowley
Meera Sheth
J.P. Morgan Cazenove (Financial Adviser and Corporate Broker) Tel: +44 207 742 4000
Bill Hutchings
James Robinson
James Summer
Jonty Edwards
The person responsible for arranging the release of this announcement on behalf of Avast is Trudy Cooke, General Counsel and Company Secretary.
Important notices relating to financial advisers
UBS AG London Branch ("UBS") is authorised and regulated by the Financial Market Supervisory Authority in Switzerland. It is authorised by the Prudential Regulation Authority (the "PRA") and subject to regulation by the Financial Conduct Authority (the "FCA") and limited regulation by the PRA in the United Kingdom. UBS provided financial and corporate broking advice to Avast and no one else in connection with the process or contents of this announcement. In connection with such matters, UBS will not regard any other person as its client, nor will it be responsible to any other person for providing the protections afforded to its clients or for providing advice in relation to the process, contents of this announcement or any other matter referred to herein.
J.P. Morgan Securities plc, which conducts its UK investment banking business as J.P. Morgan Cazenove, ("J.P. Morgan Cazenove") and which is authorised in the United Kingdom by the PRA and regulated in the United Kingdom by the PRA and the FCA, is acting exclusively as financial adviser to Avast and no one else in connection with the matters set out in this announcement and will not regard any other person as its client in relation to the possible transaction which is the subject of this announcement and shall not be responsible to anyone other than Avast for providing the protections afforded to clients of J.P. Morgan Cazenove nor for providing advice in connection with the possible transaction which is the subject of this announcement or any matter referred to herein.
Publication of this announcement
In accordance with Rule 26.1 of the Code, a copy of this announcement will be made available, subject to certain restrictions relating to persons resident in restricted jurisdictions, at https://investors.avast.com/, by no later than 12 noon (London time) on the business day following this announcement. The content of the website referred to in this announcement is not incorporated into and does not form part of this announcement.
Rule 2.9 disclosure
In accordance with Rule 2.9 of the Code, as at the close of business on 14 July 2021 (being the business day prior to the date of this announcement), Avast confirms that it had in issue 1,031,452,579 ordinary shares of GBP 0.10 each with voting rights and admitted to trading on the main market of the London Stock Exchange under the ISIN code GB00BDD85M81.
Additional Information
This announcement is not intended to, and does not, constitute or form part of any offer, invitation or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities whether pursuant to this announcement or otherwise.
The distribution of this announcement in jurisdictions outside the United Kingdom may be restricted by law and therefore persons into whose possession this announcement comes should inform themselves about, and observe, such restrictions. Any failure to comply with the restrictions may constitute a violation of the securities law of any such jurisdiction.
Disclosure requirements of the Code
Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any securities exchange offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 pm (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (London time) on the 10th business day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.
Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1% or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s), save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 pm (London time) on the business day following the date of the relevant dealing.
If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3.
Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).
Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Takeover Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. You should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.
About Avast
Avast (LSE:AVST), a FTSE 100 company, is a global leader in digital security and privacy products. With over 435 million users online, Avast offers products under the Avast and AVG brands that protect people from threats on the internet and the evolving IoT threat landscape. The company's threat detection network is among the most advanced in the world, using machine learning and artificial intelligence technologies to detect and stop threats in real time. Avast digital security products for Mobile, PC or Mac are top-ranked and certified by VB100, AV-Comparatives, AV-Test, SE Labs and others. Avast is a member of Coalition Against Stalkerware, No More Ransom and Internet Watch Foundation. Visit: www.avast.com.
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