NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION
Please read this notice carefully.
Recommended cash acquisition of the entire issued and to be issued share capital of ClinPhone plc (ClinPhone) to be made by PAREXEL International Holding UK Limited (a newly-incorporated company in the UK, which is an indirect wholly-owned subsidiary of PAREXEL International Corporation) (collectively PAREXEL) to be implemented by way of a court sanctioned scheme of arrangement under part 26 of the Companies Act 2006 (the Scheme).
The information in relation to the Scheme posted on this website is made available in good faith and for information purposes only. It does not constitute investment advice. Such information speaks only as at the date of the relevant document reproduced on this website, and neither ClinPhone nor PAREXEL has, or accepts, any responsibility or duty to update any such information or document and ClinPhone reserves the right to add to, remove or amend any information reproduced on this website at any time. Further, information disclosed may not be the same as that which would have been prepared in accordance with the laws of jurisdictions outside England. Nothing in the Scheme Document or the accompanying documents should be relied on for any other purpose.
The Scheme Document does not constitute an offer to sell or an invitation to purchase or subscribe for any securities or a solicitation of an offer to buy any securities pursuant to the Scheme Document or otherwise in any jurisdiction in which such offer or solicitation is unlawful. Further, in certain jurisdictions, publication and/or the circulation, accessing or availability of information in relation to the Scheme may not be lawful in certain jurisdictions and in certain jurisdictions only certain categories of person may be permitted to view the Scheme Document. The Scheme Document is not intended to be published or made available in any jurisdiction where to do so would result in the breach of any applicable law or regulation in that jurisdiction or would subject any person connected with the Scheme Document to any registration or licensing requirement in that jurisdiction.
In particular, the Scheme is not being proposed or made, directly or indirectly, in or into, or by use of the mails, or by any means or instrumentality (including, without limitation, by means of telephone, facsimile, telex, internet or other forms of electronic communication) of interstate or foreign commerce of, or any facilities of a national securities exchange of, Canada, Japan or Australia. Accordingly, unless otherwise determined by ClinPhone and PAREXEL or required by the City Code and then only as permitted by applicable law and regulation, copies of the Scheme Document and any other related document are not being, and must not be, directly or indirectly, mailed or otherwise distributed or sent in or into Canada, Japan or Australia.
Note to US Persons (as defined in Regulation S of the US Securities Act 1933, as amended, and the rules and regulations promulgated thereunder): The Scheme relates to the shares of an English company and is being implemented by means of a scheme of arrangement provided for under English company law. A transaction effected by means of a scheme of arrangement is not subject to the proxy solicitation or the tender offer rules under the US Securities Exchange Act of 1934 (as amended) and the rules and regulations promulgated thereunder. Accordingly, the Scheme is subject to the disclosure requirements and practices applicable in the UK to schemes of arrangement, which differ from the disclosure requirements of the US proxy solicitation and tender offer rules. Financial information relating to ClinPhone included in the documentation has been prepared in accordance with accounting standards applicable in the UK 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. The settlement procedure with respect to the Acquisition will be consistent with UK practice, which differs from US domestic tender offer procedures in certain material respects, particularly with regard to date of payment.
It may be difficult for US holders of ClinPhone Shares to enforce their rights and any claim arising out of the US federal securities laws, since PAREXEL International Holding UK Limited and ClinPhone are each 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 ClinPhone 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.
By clicking on I AGREE below you irrevocably undertake, represent and warrant that you are permitted to view the Scheme Document under the laws and regulations of your jurisdiction, that you are not accessing the Scheme Document from within Canada, Japan or Australia and that you are not a resident of Canada, Japan or Australia.
I have read and understood the disclaimer set out above. I understand that it may affect my rights. I agree to be bound by its terms. I confirm that I am permitted to view electronic versions of these materials.
