NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION

THIS ANNOUNCEMENT IS BEING MADE PURSUANT TO RULE 2.5 OF THE IRISH TAKEOVER RULES

FOR IMMEDIATE RELEASE

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

29 June 2021

Increased and Final Recommended Cash Offer

for

UDG HEALTHCARE PLC

by

NENELITE LIMITED

(a newly incorporated company and Affiliate of Clayton, Dubilier & Rice, LLC as manager of CD&R Funds X and XI)

to be implemented by way of a scheme of arrangement under Chapter 1 of Part 9 of the Companies Act 2014

Introduction

On 12 May 2021, the Board of UDG Healthcare plc ("UDG") and the Board of Nenelite Limited ("Bidco") announced that they had reached agreement on the terms of a cash offer, unanimously recommended by the Board of UDG, pursuant to which Bidco, an Affiliate of Clayton, Dubilier & Rice, LLC ("CD&R"), would acquire the entire issued and to be issued share capital of UDG at a price of 1,023 pence per UDG Share.

CD&R has a long track record of investing in healthcare companies and Bidco continues to believe that Huntsworth and Ashfield are highly complementary businesses. Following discussions between Bidco and certain UDG shareholders, the Board of UDG and the Board of Bidco are pleased to announce that they have reached agreement on the terms of an increased and final recommended cash offer at an increased price of 1,080 pence per UDG Share (the "Increased Final Offer") for the entire issued and to be issued share capital of UDG (the "Acquisition").

Bidco has received letters of support for the Acquisition from Allianz Global Investors GmbH ("Allianz") and Kabouter Management, LLC ("Kabouter")) and which, together with the irrevocable undertakings obtained from UDG Directors, represent approximately 11.41 per cent. of the existing issued ordinary share capital of UDG) as at 28 June 2021, being the last Business Day prior to the date of this announcement. In addition, other institutional shareholders of UDG have indicated to Bidco their willingness to vote in favour of the Increased Final Offer.  See below at Irrevocable Undertakings and Indications of Support.

The Acquisition is to be effected by way of a scheme of arrangement under Chapter 1 of Part 9 of the Companies Act 2014 (the "Scheme"). Except as otherwise defined herein, capitalised terms used but not defined in this announcement have the same meanings as given to them in the circular relating to the Scheme (the "Scheme Document") which was published and posted to shareholders of UDG ("UDG Shareholders") on 31 May 2021.

Increased Final Offer

Under the terms of the Increased Final Offer, each UDG Shareholder will be entitled to receive (the "Increased Consideration"):

The Increased Final Offer represents:

·          an increase of 57 pence (or 5.6 per cent.) in cash for each UDG Share as compared to the original offer price of 1,023 pence in cash for each UDG Share;

·          an implied enterprise value multiple of approximately 17.8x UDG's adjusted EBITDA of $228 million and an implied price-to-earnings multiple of approximately 30.2x UDG's adjusted EPS of 49.6 cents for the 12 month period ended 31 March 2021;

·          a premium of approximately 37.5 per cent. to the volume weighted average price of 785 pence per UDG Share for the six months ended 11 May 2021 (being the last Business Day before the commencement of the offer period);

·          a premium of approximately 37.6 per cent. to the volume weighted average price of 785 pence per UDG Share for the three months ended 11 May 2021 (being the last Business Day before the commencement of the offer period);

·          a premium of approximately 28.3 per cent. to the Closing Price of 842 pence per UDG Share on 11 May 2021 (being the last Business Day before the commencement of the offer period); and

·          a premium of approximately 12.6 per cent. to the all-time UDG high Closing Price up to 11 May 2021 (being the last Business Day before the commencement of the offer period).

The Increased Final Offer values the entire issued and to be issued share capital of UDG at approximately £2,757 million and implies an enterprise value of £2,926 million.

If any dividend or other distribution or other pro-rata return of capital to UDG Shareholders is declared, made or paid or becomes payable on or after the date of this announcement, Bidco reserves the right to reduce the Increased Final Offer by an amount up to the amount of such dividend or other distribution or return of capital. In such circumstances, UDG Shareholders would be entitled to retain any such dividend or other distribution or return of capital.

The financial terms of the Increased Final Offer are final and will not be increased, except that Bidco reserves the right to revise the financial terms of the Increased Final Offer if there is an announcement on or after the date of this announcement of an offer or a possible offer for UDG by a third party offeror or potential offeror.

Save as described in this announcement, the Increased Final Offer will be on the same terms and conditions as set out in the Scheme Document.

Further background to the Recommendation

The UDG Directors believe that the UDG Group is well positioned for future continued success and that the long-term prospects of the Group are strong as an independent listed entity. Nevertheless, the UDG Directors recognise that uncertainties exist, many of which are beyond UDG's control.

The UDG Directors concluded that the Increased Final Offer reflects the strength of the UDG business today and its future prospects, and provides an opportunity for UDG Shareholders to realise their investment in UDG in cash in the near term. Following engagement between Bidco and certain UDG Shareholders, the UDG Directors are pleased to have agreed the terms of the Increased Final Offer which represents an increase of 5.6 per cent. on the original terms and further supports their belief that the Acquisition is in the best interest of UDG Shareholders.

In assessing the terms of the Increased Final Offer, the UDG Directors undertook a detailed assessment of the standalone, fundamental value of UDG, as well as how that value might translate into the UDG share price over time. Within that detailed assessment, especially given that there are two clear businesses within the UDG Group, the UDG Directors considered alternative strategic options, including separating Ashfield and Sharp into two different businesses.

The UDG Directors also continue to take account of Bidco's intentions for the business, management and employees of UDG as set out in the Scheme Document published on 31 May 2021.

The UDG Directors confirm that they have not received any alternative proposal to acquire UDG from any other third party since the date of the original 2.5 Announcement and confirm that UDG is not in discussions with any other third party regarding an alternative proposal to acquire UDG.

Accordingly, following careful consideration of the above factors together with the premia represented by the Increased Final Offer, the UDG Directors unanimously recommend the Acquisition to UDG Shareholders as set out below.

Recommendation

The UDG Directors, who have been so advised by Goldman Sachs International and Rothschild & Co as to the financial terms of the Acquisition, consider the terms of the Acquisition (including the Increased Final Offer) to be fair and reasonable. In providing their advice to the UDG Directors, Goldman Sachs International and Rothschild & Co have taken into account the commercial assessments of the UDG Directors. Rothschild & Co is providing independent financial advice to the UDG Directors for the purposes of Rule 3 of the Takeover Rules.

Accordingly, the UDG Directors unanimously recommend that UDG Shareholders vote in favour of the Scheme at the Scheme Meeting and the resolutions relating to the Acquisition at the EGM as the UDG Directors who hold UDG Shares have irrevocably undertaken to do in respect of their own beneficial holdings totalling 391,460 UDG Shares (representing approximately 0.16 per cent. of the existing issued share capital of UDG) as at 28 June 2021, being the last Business Day prior to the date of this announcement.

Irrevocable Undertakings and Indications of Support

In addition to the irrevocable undertakings received from UDG Directors (as described in the Scheme Document), Bidco has, in connection with the Acquisition (including the Increased Final Offer), received a letter of intent to vote, or procure that voting instructions are given to vote, in favour of the Final Increased Offer at the reconvened Scheme Meeting and the resolutions relating to the Acquisition at the reconvened EGM (or in the event that the Acquisition is implemented by a Takeover Offer, to accept or procure acceptance of such Takeover Offer) from each of:

·   Allianz with respect to the 21,547,500 UDG Shares that it owns or controls, which represent approximately 8.55 per cent. of the entire issued share capital of UDG (as at 28 June 2021, being the last Business Day prior to the date of this announcement); and

·   Kabouter with respect to the 6,820,463 UDG Shares that it owns or controls, which represent approximately 2.71 per cent. of the entire issued share capital of UDG (as at 24 June 2021, being the last date upon which Kabouter publicly disclosed its interests in relevant securities of UDG for the purposes of Rule 8.3 of the Takeover Rules).

In total therefore, Bidco has procured irrevocable undertakings and other indications of support to vote in favour of the Scheme at the reconvened Scheme Meeting and the resolutions relating to the Acquisition at the reconvened EGM (or in the event that the Acquisition is implemented by a Takeover Offer, to accept or procure acceptance of such Takeover Offer), including those from the UDG Directors who own UDG Shares, in respect of in aggregate, 28,759,423 UDG Shares (representing approximately 11.41 per cent. of the existing issued ordinary share capital of UDG) as at 28 June 2021, being the last Business Day prior to the date of this announcement.

In addition, other institutional shareholders of UDG have indicated to Bidco their willingness to vote in favour of the Increased Final Offer.

Financing the Increased Final Offer

The total Consideration payable by Bidco to UDG Shareholders pursuant to the Increased Final Offer will be financed from a combination of debt to be provided under committed third party debt financing and equity financing to be drawn down from funds that ultimately own and control Bidco under the terms of an amended and restated equity commitment letter.

Citigroup, as financial adviser to Bidco, is satisfied that sufficient resources are available to Bidco to satisfy in full the Increased Consideration payable to UDG Shareholders under the terms of the Acquisition.

Revised Scheme Document

A revised Scheme Document, reflecting full details of the Acquisition (including the Increased Final Offer) and certain other consequential amendments and updates (the "Revised Scheme Document") will be published and posted to UDG Shareholders within approximately 7 days after the date of this announcement.

Other than as set out in this announcement and the Revised Scheme Document, the Scheme will take effect as set out in the Scheme Document and be subject to the conditions set out in Part V of the Scheme Document, which conditions will also be set out in the Revised Scheme Document, save that Conditions 3.2 and 3.5 set out in the Scheme Document were satisfied on 28 June 2021 and 8 June 2021, respectively, and Conditions 3.6 and 3.7 set out in the Scheme Document have been waived in writing by UDG, Bidco and CD&R Royal S.à r.l. ("CD&R Royal") (all such conditions being incorporated by reference into this announcement).

Reconvened Scheme Meeting and EGM

As a consequence of the announcement of a possible Increased Final Offer by UDG and Bidco on 25 June 2021 (the "2.4 Announcement"), the Scheme Meeting and EGM were adjourned on 25 June 2021 until further notice.

To facilitate the UDG Shareholders' vote on the Increased Final Offer, the UDG Board intends to reconvene the Meetings as follows: 

·    the reconvened Scheme Meeting is expected to be held on or around 22 July 2021, at 11.00 a.m.; and

·    the reconvened EGM is expected to be held on or around 22 July 2021, at 11.15 a.m. (or as soon thereafter as the reconvened Scheme Meeting has been concluded or adjourned),

in each case, at the UDG head office at 20 Riverwalk, Citywest Business Campus, Citywest, Dublin 24, D24 NR23, Ireland.

The Revised Scheme Document will include full details of the expected timetable.

Transaction Agreement

UDG, Bidco and CD&R Royal have entered into a letter agreement amending the Transaction Agreement so that it continues to apply in respect of the Scheme, as modified to reflect the terms of the Increased Final Offer, and to make certain other consequential amendments and updates to reflect the Acquisition and the requirement to issue the Revised Scheme Document.

Amended and Restated Expenses Reimbursement Agreement

UDG and CD&R Royal have entered into an Amended and Restated Expenses Reimbursement Agreement dated 29 June 2021 (the "A&R ERA") so that the Expenses Reimbursement Agreement applies to the Acquisition, reflecting the Increased Consideration.  Under the A&R ERA, the gross amount payable by UDG to CD&R Royal shall not, in any event, exceed such sum as is equal to 1 per cent. of the total value of the issued and to be issued ordinary share capital of UDG that is the subject of the Acquisition, reflecting the Increased Consideration, (excluding, for the avoidance of doubt, any Treasury Shares and any interest in such share capital held by CD&R Royal or any Concert Parties).

The Panel has consented to the entry by UDG into the A&R ERA. In this regard, UDG, Goldman Sachs International and Rothschild & Co, as financial advisers to UDG, have each confirmed to the Panel that the entry by UDG into the A&R ERA is in the best interests of UDG Shareholders.

Revised Rule 15 Proposal

The Rule 15 Proposal was sent to UDG Optionholders on 3 June 2021.  A notification in respect of the Acquisition (including the Increased Final Offer) will be sent to UDG Optionholders on or around the date of the Revised Scheme Document and will explain the extent to which the Increased Consideration will apply under the Rule 15 Proposal and details of the extended deadline for returning notices of options exercise to UDG.

Disclosure of interests and short positions in UDG securities

Save as disclosed in the Scheme Document and under Irrevocable Undertakings and Indications of Support above, as at the close of business on 28 June 2021 (being the last practicable date prior to the release of this announcement), none of CD&R, Bidco or, so far as Bidco is aware, any person Acting in Concert with CD&R:

·    had an interest in relevant securities of UDG;

·    had any short position in relevant securities of UDG;

·    had received an irrevocable commitment or letter of intent to accept the terms of the Acquisition in respect of relevant securities of UDG other than as described in the Scheme Document or this announcement; or

·    had borrowed or lent any UDG Shares.

Furthermore, no arrangement to which Rule 8.7 of the Takeover Rules applies exists between CD&R, Bidco or UDG or a person Acting in Concert with CD&R, Bidco or UDG in relation to UDG Shares. For these purposes, an "arrangement to which Rule 8.7 of the Takeover Rules applies" includes any indemnity or option arrangement, and any agreement or understanding, formal or informal, of whatever nature, between two or more persons relating to relevant securities which is or may be an inducement to one or more of such persons to deal or refrain from dealing in such securities.

In the interests of confidentiality, CD&R and Bidco have made only limited enquiries in respect of their Concert Parties since the publication of the Scheme Document.  Further enquiries will be made to the extent necessary as soon as practicable following the date of this announcement and any updated disclosures in respect of such parties will be included in the Revised Scheme Document.

General

The Revised Scheme Document will include full details of the Acquisition (including the Increased Final Offer), the expected timetable for the implementation of the Scheme and full details of the voting procedures UDG Shareholders should follow.

The Revised Scheme Document will be published and posted to UDG Shareholders within approximately 7 days after the date of this announcement.

It is important that, on receipt of the Revised Scheme Document,  all UDG Shareholders carefully review the instructions and actions to be taken as set out in the Revised Scheme Document with regard to the reconvened Scheme Meeting and EGM.

UDG Shareholders who have already submitted Forms of Proxy or voting or proxy instructions for the Scheme Meeting  and/or  the EGM will be advised on the applicable voting procedures and actions to be taken in respect of the reconvened Scheme Meeting and the EGM in the Revised Scheme Document. This will include relevant instructions for UDG Shareholders holding their UDG Shares in certificated form and persons who hold their interests in UDG Shares in uncertificated form (i.e. via the Euroclear Bank System or in CDIs via the CREST system).

The bases and sources of certain financial information contained in this announcement are set out in Appendix 1 to this announcement.

The Acquisition (including the Increased Final Offer) will be governed by the laws of Ireland and will be subject to the requirements of the Takeover Rules and applicable law. 

Enquiries:

Deutsche Bank is also acting as financial adviser to Bidco. J.P. Morgan Cazenove is also acting as financial adviser to CD&R Fund XI.

Statements required by the Takeover Rules

The CD&R Responsible Persons and the Bidco Directors accept responsibility for the information contained in this announcement other than that relating to UDG, the UDG Group and the UDG Directors and members of their immediate families, related trusts and persons connected with them. To the best of the knowledge and belief of the CD&R Responsible Persons and the Bidco Directors (who have taken all reasonable care to ensure that such is the case), the information contained in this announcement for which they accept responsibility is in accordance with the facts and does not omit anything likely to affect the import of such information.

The UDG Directors accept responsibility for the information contained in this announcement relating to UDG, the UDG Group and the UDG Directors and members of their immediate families, related trusts and persons connected with them. To the best of the knowledge and belief of the UDG Directors (who have taken all reasonable care to ensure such is the case), the information contained in this announcement for which they accept responsibility is in accordance with the facts and does not omit anything likely to affect the import of such information.

Important Notices

Citigroup Global Markets Limited ("Citigroup"), which is authorised by the PRA and regulated in the United Kingdom by the FCA and the PRA, is acting exclusively for Bidco and CD&R and for no one else in connection with the Acquisition and other matters described in this announcement, and will not be responsible to anyone other than Bidco and CD&R for providing the protections afforded to clients of Citigroup nor for providing advice in connection with the Acquisition or any other matters referred to in this announcement. Neither Citigroup nor any of its affiliates, directors or employees owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, consequential, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Citigroup in connection with this announcement, any statement contained herein, the Acquisition or otherwise. Citigroup has given, and not withdrawn, its consent to the inclusion of its advice in this announcement in the form and context in which it is included.

Deutsche Bank AG is a joint stock corporation incorporated with limited liability in the Federal Republic of Germany, with its head office in Frankfurt am Main where it is registered in the Commercial Register of the District Court under number HRB 30 000. Deutsche Bank AG is authorised under German banking law. The London branch of Deutsche Bank AG is registered in the register of companies for England and Wales (registration number BR000005) with its registered address and principal place of business at Winchester House, 1 Great Winchester Street, London EC2N 2DB. Deutsche Bank AG is authorised and regulated by the European Central Bank and the German Federal Financial Supervisory Authority (BaFin). With respect to activities undertaken in the UK, Deutsche Bank AG is authorised by the Prudential Regulation Authority with deemed variation of permission. It is subject to regulation by the Financial Conduct Authority and limited regulation by the Prudential Regulation Authority. Details about the Temporary Permissions Regime, which allows EEA-based firms to operate in the UK for a limited period while seeking full authorisation, are available on the Financial Conduct Authority's website. Deutsche Bank AG, acting through its London branch ("Deutsche Bank") is acting exclusively for Bidco as financial adviser and for no one else in connection with the Acquisition and the matters described in this announcement, and Deutsche Bank, will not be responsible to anyone other than Bidco for providing the protections afforded to clients of Deutsche Bank, or for providing advice in relation to the Acquisition or any other matters referred to in this announcement.

J.P. Morgan Securities plc, which conducts its UK investment banking business as J.P. Morgan Cazenove ("J.P. Morgan Cazenove"), is authorised in the United Kingdom by the PRA and regulated in the United Kingdom by the PRA and the FCA. J.P. Morgan Cazenove is acting as financial adviser exclusively for CD&R Fund XI 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 matters in this announcement and will not be responsible to anyone other than CD&R Fund XI for providing protections afforded to clients of J.P. Morgan Cazenove, or for providing advice in relation to any matter referred to herein.

Goldman Sachs International, which is authorised by the PRA and regulated by the PRA and the FCA in the United Kingdom, is acting as financial adviser to UDG and no one else in connection with the matters described in this announcement and will not be responsible to anyone other than UDG for providing the protections afforded to clients of Goldman Sachs International nor for providing advice in connection with any matter referred to herein. Goldman Sachs International has given, and not withdrawn, its consent to the inclusion of its advice in this announcement in the form and context in which it is included.

N.M. Rothschild and Sons Limited ("Rothschild & Co"), which is authorised and regulated by the FCA in the United Kingdom, is acting as financial adviser to UDG, including providing independent financial advice to the UDG Directors for the purposes of Rule 3 of the Takeover Rules, and no one else in connection with the matters described in this announcement and will not be responsible to anyone other than UDG for providing the protections afforded to clients of Rothschild & Co nor for providing advice in connection with any matter referred to herein. Neither Rothschild & Co nor any of its affiliates (nor their respective directors, officers, employees or agents) owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Rothschild & Co in connection with this announcement, any statement contained herein, the Acquisition or otherwise. Rothschild & Co has given, and not withdrawn, its consent to the inclusion of its advice in this announcement in the form and context in which it is included.

J&E Davy ("Davy"), which is authorised and regulated in Ireland by the Central Bank of Ireland, is acting as corporate broker and corporate finance adviser to UDG and no one else in connection with the matters described in this announcement and will not be responsible to any person for providing the protections afforded to customers of Davy or for advising any other person in connection with any matter referred to herein.

Liberum Capital Limited, which is authorised and regulated by the FCA, is acting as corporate broker to UDG and no one else in connection with the matters described in this announcement and will not be responsible to anyone other than UDG for providing the protections afforded to clients of Liberum Capital Limited nor for providing advice in connection with any matter referred to herein.

Peel Hunt LLP ("Peel Hunt"), which is authorised and regulated in the United Kingdom by the FCA, is acting as corporate broker for UDG and for no one else in connection with the matters referred to in this announcement and will not be responsible to anyone other than UDG for providing the protections afforded to clients of Peel Hunt or for providing advice in connection with any matter referred to herein.

Clifford Chance LLP, William Fry and Debevoise & Plimpton LLP are acting as legal advisers to Bidco and CD&R and no one else. Freshfields Bruckhaus Deringer LLP and A&L Goodbody LLP are acting as legal advisers to UDG and no one else.

Further Information

This announcement is for information purposes only and 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, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. The Acquisition will be made solely through the Revised Scheme Document and the Notices convening the Scheme Meeting and the EGM contained in the Scheme Document (or, if the Acquisition is implemented by way of a Takeover Offer, the offer document), which will contain the full terms and conditions of the Acquisition, including details of how to vote in respect of the Acquisition. Any acceptance or other response to the Acquisition should be made only on the basis of the information in the Revised Scheme Document and the Notices convening the Scheme Meeting and the EGM contained in the Scheme Document (or, if the Acquisition is implemented by way of a Takeover Offer, the offer document).

This announcement does not constitute a prospectus or prospectus equivalent document.

This announcement has been prepared for the purpose of complying with the laws of Ireland, the Takeover Rules, the UK Market Abuse Regulation and the FCA's Disclosure Guidance and Transparency Rules and the 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 of jurisdictions outside of Ireland or, to the extent applicable, the UK.

This announcement contains inside information under the UK Market Abuse Regulation. The date and time of this announcement is the same date and time that it has been communicated to the media. The person responsible for arranging for the release of this announcement on behalf of UDG is Damien Moynagh, General Counsel & Company Secretary.

The Acquisition is subject to, amongst other things, the applicable requirements of the Companies Act 2014, the Takeover Rules, the Panel, the London Stock Exchange and the FCA.

Overseas Shareholders

The availability of the Acquisition to UDG Shareholders who are not resident in and citizens of Ireland or the United Kingdom may be affected by the laws of the relevant jurisdictions in which they are located or of which they are citizens. Persons who are not resident in Ireland or the United Kingdom should inform themselves of, and observe, any applicable legal or regulatory requirements of their jurisdictions. In particular, the ability of persons who are not resident in Ireland or the United Kingdom to vote their UDG Shares with respect to the Scheme at the reconvened Scheme Meeting, or to appoint another person as proxy to vote at the reconvened Scheme Meeting on their behalf, may be affected by the laws of the relevant jurisdictions in which they are located. Any failure to comply with the applicable restrictions may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in the Acquisition disclaim any responsibility or liability for the violation of such restrictions by any person. Further details in relation to Overseas Shareholders will be contained in the Revised Scheme Document.

Unless otherwise determined by Bidco or required by the Takeover Rules, and permitted by applicable law and regulation, the Acquisition will not be made available, directly or indirectly, in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction and no person may vote in favour of the Scheme by any such use, means, instrumentality or from within a Restricted Jurisdiction or any other jurisdiction if to do so would constitute a violation of the laws of that jurisdiction. Copies of this announcement and any formal documentation relating to the Acquisition are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in or into or from any Restricted Jurisdiction and persons receiving such documents (including custodians, nominees and trustees) must not mail or otherwise forward, distribute or send it in or into or from any Restricted Jurisdiction. Doing so may render invalid any related purported vote in respect of the Acquisition. If the Acquisition is implemented by way of a Takeover Offer (unless otherwise permitted by applicable law and regulation), the Takeover Offer may not be made directly or indirectly, in or into, or by the use of mails or any means or instrumentality (including, but not limited to, facsimile, e-mail or other electronic transmission, telex or telephone) of interstate or foreign commerce of, or of any facility of a national, state or other securities exchange of any Restricted Jurisdiction and the Takeover Offer may not be capable of acceptance by any such use, means, instrumentality or facilities.

Notice to US investors in UDG

The Acquisition relates to the shares of an Irish company and is being made by means of a scheme of arrangement provided for under Irish company law. A transaction effected by means of a scheme of arrangement is not subject to the tender offer or proxy solicitation rules under the US Securities Exchange Act of 1934 (the "US Exchange Act"). Accordingly, the Acquisition is subject to the disclosure requirements and practices applicable in Ireland to schemes of arrangement which differ from the disclosure requirements of the US tender offer and proxy solicitation rules. The financial information included in this announcement has been prepared in accordance with IFRS and thus may not be comparable to financial information of US companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the US.

If, in the future, Bidco exercises its right to implement the Acquisition by way of a Takeover Offer, which is to be made into the US, such Takeover Offer will be made in compliance with the applicable US laws and regulations, including Section 14(e) and Regulation 14E under the US Exchange Act and any applicable exemptions provided thereunder.

It may be difficult for US holders of UDG Shares to enforce their rights and any claim arising out of the US federal laws, since Bidco and UDG are located in a non-US jurisdiction, and some or all of their officers and directors may be residents of a non-US jurisdiction. US holders of UDG Shares may not be able to sue a non-US company or its officers or directors in a non-US court for violations of the US securities laws. Further, it may be difficult to compel a non-US company and its affiliates to subject themselves to a US court's judgment.

Neither the US Securities and Exchange Commission nor any US state securities commission has approved or disapproved of the Acquisition, or determined if this announcement is accurate or complete. Any representation to the contrary is a criminal offence in the US.

US UDG Shareholders also should be aware that the transaction contemplated herein may have tax consequences in the US and, that such consequences, if any, are not described herein. US UDG Shareholders are urged to consult with legal, tax and financial advisers in connection with making a decision regarding this transaction.

In accordance with, and to the extent permitted by, the Takeover Rules and normal Irish and UK market practice, Citigroup and their respective affiliates may continue to act as exempt principal traders or exempt market makers in UDG Shares on the London Stock Exchange and will engage in certain other purchasing activities consistent with their respective normal and usual practice and applicable law, to the extent permitted by Rule 14e-5(b) under the US Exchange Act. In addition, in compliance with the Takeover Rules and to the extent permitted under Rule 14e-5(b) under the US Exchange Act, Bidco, certain Affiliates or their respective nominees, or brokers (acting as agents) may from time to time make certain purchases of, or arrangements to purchase, UDG securities other than pursuant to the Acquisition, either in the open market at prevailing prices or through privately negotiated purchases at negotiated prices outside the United States until the date on which the Scheme becomes Effective, lapses or is otherwise withdrawn (or, if the Acquisition is implemented by way of a Takeover Offer, before or during the period in which such Takeover Offer would remain open for acceptance). To the extent required by Rule 14e-5(b) under the US Exchange Act, such purchases, or arrangements to purchase, must comply with Irish law, the Takeover Rules and the UK Listing Rules. Any information about such purchases will be disclosed to the Takeover Panel and, to the extent that such information is required to be publicly disclosed in Ireland in accordance with applicable regulatory requirements, will be made available to all investors (including US investors) via the Regulatory Information Service on the London Stock Exchanges website, www.londonstockexchange.com.

Forward-looking statements

This announcement (including information incorporated by reference in this announcement), oral statements made regarding the Acquisition, and other information published by CD&R, Bidco and UDG contain statements which are, or may be deemed to be, "forward-looking statements". Forward-looking statements are prospective in nature and are not based on historical facts, but rather on current expectations and projections of the management of CD&R, Bidco and UDG about future events, and are therefore subject to risks and uncertainties which could cause actual results to differ materially from the future results expressed or implied by the forward-looking statements.

The forward-looking statements contained in this announcement include statements relating to the expected effects of the Acquisition on CD&R, Bidco and UDG (including their future prospects, developments and strategies), the expected timing and scope of the Acquisition and other statements other than historical facts. Often, but not always, forward-looking statements can be identified by the use of forward-looking words such as "plans", "expects" or "does not expect", "is expected", "is subject to", "budget", "projects", "strategy", "scheduled", "estimates", "forecasts", "intends", "anticipates" or "does not anticipate", or "believes", or variations of such words and phrases or statements that certain actions, events or results "may", "could", "should", "would", "might" or "will" be taken, occur or be achieved. Although CD&R, Bidco and UDG believe that the expectations reflected in such forward-looking statements are reasonable, CD&R, Bidco and UDG can give no assurance that such expectations will prove to be correct. 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 such forward-looking statements.

These factors include, but are not limited to: the ability to complete the Acquisition; the ability to obtain requisite regulatory and shareholder approvals and the satisfaction of other Conditions on the proposed terms and schedule; future market conditions, changes in general economic and business conditions, the behaviour of other market participants, the anticipated benefits from the proposed transaction not being realised as a result of changes in general economic and market conditions in the countries in which CD&R, Bidco and UDG operate, weak, volatile or illiquid capital and/or credit markets, changes in tax rates, interest rate and currency value fluctuations, the degree of competition in the geographic and business areas in which CD&R, Bidco and UDG operate and changes in laws or in supervisory expectations or requirements. Other unknown or unpredictable factors could cause actual results to differ materially from those in the forward-looking statements. Such forward-looking statements should therefore be construed in the light of such factors. Neither CD&R, Bidco nor UDG, nor any of their respective associates or directors, officers or advisers, provides any representation, assurance or guarantee that the occurrence of the events expressed or implied in any forward-looking statements in this announcement will actually occur. You are cautioned not to place any reliance on these forward-looking statements. Other than in accordance with their legal or regulatory obligations, neither CD&R, Bidco nor UDG is under any obligation, and CD&R, Bidco and UDG expressly disclaim any intention or obligation, to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

Disclosure requirements of the Takeover Rules

Under the provisions of Rule 8.3 of the Takeover Rules, if any person is, or becomes, "interested" (directly or indirectly) in, 1 per cent. or more of any class of "relevant securities" of UDG, all "dealings" in any "relevant securities" of UDG (including by means of an option in respect of, or a derivative referenced to, any such "relevant securities") must be publicly disclosed by not later than 3:30 pm (Irish time) on the "business day" in Dublin following the date of the relevant transaction.  This requirement will continue until the date on which the "offer period" ends.  If two or more persons co-operate on the basis of any agreement, either express or tacit, either oral or written, to acquire  an "interest" in "relevant securities" of UDG, they will be deemed to be a single person for the purpose of Rule 8.3 of the Takeover Rules.

Under the provisions of Rule 8.1 of the Takeover Rules, all "dealings" in "relevant securities" of UDG by CD&R or Bidco, or by any party Acting in Concert with either of them, must also be disclosed by no later than 12 noon (Irish time) on the business day in Dublin following the date of the relevant transaction.

A disclosure table, giving details of the companies in whose "relevant securities" "dealings" should be disclosed, can be found on the Irish Takeover Panel's website at www.irishtakeoverpanel.ie.

"Interests in securities" arise, in summary, when a person has long economic exposure, whether conditional or absolute, to changes in the price of securities. In particular, a person will be treated as having an "interest" by virtue of the ownership or control of securities, or by virtue of any option in respect of, or derivative referenced to, securities.

Terms in quotation marks are defined in the Takeover Rules, which can also be found on the Irish Takeover Panel's website. If you are in any doubt as to whether or not you are required to disclose a dealing under Rule 8, please consult the Irish Takeover Panel's website at www.irishtakeoverpanel.ie or contact the Irish Takeover Panel on telephone number +353 1 678 9020.

Right to switch to a Takeover Offer

CD&R reserves the right to elect, subject to the terms of the Transaction Agreement and with the consent of the Panel, to implement the Acquisition by way of a Takeover Offer for the entire issued and to be issued share capital of UDG as an alternative to the Scheme. In such an event, the Takeover Offer will be implemented on the same terms (subject to appropriate amendments), so far as applicable, as those which would apply to the Scheme and subject to the amendments referred to in Part V of the Scheme Document and in the Transaction Agreement.

Rule 2.10

In accordance with Rule 2.10 of the Takeover Rules, UDG confirms that, as at 28 June 2021, it had in issue 251,974,223 ordinary shares of €0.05 each and 7,528,066 redeemable ordinary shares of €0.05 each. 

The redeemable ordinary shares are held by a wholly-owned subsidiary of UDG and do not carry voting or dividend rights. The Panel has confirmed that the redeemable ordinary shares may be excluded from the Acquisition and accordingly no offer is being made to acquire the redeemable ordinary shares. The ISIN for the UDG Ordinary Shares is IE0033024807.

As at 28 June 2021, there were 3,270,392 outstanding options to subscribe for 3,270,392 UDG Shares.

Publication on a website

This announcement and the documents required to be published pursuant to Rule 2.6(c) of the Takeover Rules will be available, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on UDG's website at www.udghealthcare.com promptly following the publication of this announcement. The content of the websites referred to in this announcement is not incorporated into and does not form part of this announcement.

No profit forecasts, estimates or quantified benefits statements

Nothing in this announcement is intended, or is to be construed, as a profit forecast, profit estimate or quantified benefits statement for any period.  Save for the UDG Profit Forecast, no statement in, or in any statement referred to in, this announcement or the 2.5 Announcement should be interpreted to mean that earnings or earnings per share for UDG for the current or future financial years would necessarily match or exceed the historical published earnings or earnings per share for UDG.

Rounding

Certain figures included in this announcement have been subjected to rounding adjustments. Accordingly, figures shown for the same category presented in different tables may vary slightly and figures shown as totals in certain tables may not be an arithmetic aggregation of figures that precede them.

APPENDIX 1

BASES AND SOURCES OF INFORMATION

Unless otherwise stated in this announcement:

1.   the value attributed to the issued and to be issued share capital of UDG is based on a value of 1,080 pence per UDG Share; and 251,974,223 UDG Shares in issue and 3,270,392 dilutive share awards as at 28 June 2021 (being the last Business Day prior to the date of this announcement);

2.   the enterprise value of $4,061 million is calculated by reference to the UDG equity value as per paragraph 1 above, a USD:GBP exchange rate of 0.721 as at 28 June 2021 (being the last Business Day prior to the date of this announcement), net debt of $136.6 million as at 31 March 2021 and deferred contingent consideration of $98.2 million as at 31 March 2021;

3.   adjusted EBITDA of $228.1 million is calculated as:

a.   adjusted operating profit of $174.0 million; plus

b.   share based payment expenses of $7.3 million; plus

c.   depreciation and depreciation of right of use assets of $41.4 million; plus

d.   amortisation of computer software of $9.7 million; less

e.   share of equity accounted investments' profit after tax of $3.9 million; less

f.    profit on disposal of property, plant and equipment of $0.3 million.

4.   adjusted EPS of 49.6 cents is calculated as:

a.   adjusted diluted earnings per share of 25.6 cents for the six months ended 31 March 2021; plus

b.   adjusted diluted earnings per share 47.7 cents for the twelve months ended 30 September 2020; less

c.   adjusted diluted earnings per share 23.6 cents for the six months ended 31 March 2020;

5.   unless otherwise stated, the financial information relating to UDG is extracted (without material adjustment) from the audited results for the year ended 30 September 2020 of the UDG Group and the unaudited results for the six months ended 31 March 2021;

6.   volume-weighted average prices have been derived from Bloomberg and have been rounded to the nearest one decimal place; and

7.   unless otherwise stated, all prices for UDG Shares have been derived from the Daily Official List and represent Closing Prices on the relevant date(s).