Cinven Capital Management (V) New Position in CXR
Cinven Capital Management (V) General Partner Ltd has filled a SC 13D form regarding Concordia Healthcare Corp . Filing Link: 000114420415062144. Per Cinven Capital Management (V) General Partner Ltd’s filing, the filler now owns 12.91% of the company, holding 6,561,983 shares.
Concordia Healthcare Corp is a newly disclosed equity position and the filing was required due to activity on October 21, 2015. This most probably shows Cinven Capital Management (V) General Partner Ltd’s confidence and optimism in the future of the company.
Why Cinven Capital Management (V) General Partner Ltd Bought Concordia Healthcare Corp
Purpose of Transaction
Under the Agreement, the Buyer acquiredall of the issued and outstanding shares of AMCo in exchange for consideration to the Funds and the other stockholders of AMCothat included, among other things, 8,490,000 non-voting ordinary shares in the capital of the Buyer (the “Buyer Shares”)and an option providing for the exchange of the Buyer Shares for 8,490,000 Common Shares (the “Option”). Immediatelyfollowing completion of the transactions provided for in the Agreement (the “Transactions”), Concordia exercisedthe Option and, in respect of the Funds, exchanged all 7,233,338Buyer Shares acquired by the Funds in the Transactions for 7,233,338common shares issued to the Funds by Concordia. Prior to the completion of the Transaction and the exercise of the Option, noneof Cinven, CCM GP, the Funds nor any other fund managed by or affiliated with Cinven or CCM GP owned or controlled any Common Shares.The 7,233,338 Common Shares acquired pursuant to the exercise ofthe Option represent approximately 14.23% of the outstanding Common Shares.
The Funds acquired the Common Shares pursuantto the exercise of the Option implemented as part of the consideration for the sale of AMCo and its subsidiaries pursuant to theAgreement. The Funds may in the future take such actions in respect of their shareholdings in Concordia as they may deem appropriatein light of the circumstances then existing, including the sale of all or a portion of their holdings in the open market, in privatelynegotiated transactions to one or more purchasers or pursuant to registered offerings of their common shares of Concordia.
Inaddition to the Agreement, Concordia, Cinven, the Funds and certain other parties entered into a registration rights agreementdated October 21, 2015 (the “Registration Rights Agreement”) (a copy of which is filed herewith), pursuantto which Concordia has granted certain registration rights (with respect to transactions carried out following January 31, 2016)to the other parties to such agreement.
Concordia, Cinven and the Funds have alsoentered into a governance agreement dated October 21, 2015 (the “Governance Agreement”). Item 5 provides a summaryof the material terms of the Governance Agreement, but does not purport to be complete and is subject to, and qualified in itsentirety by, reference to the terms of the Governance Agreement, a copy of which is filed herewith.
Each of Cinven, the Limited Partnerships,Cinven Co-Investment Partnership, Manco, FCP, CCM GP, CCM Co-Invest Partnership and Mezz Co-Invest Partnership will review itsinvestment in Concordia on a regular basis and, as a result thereof, may at any time and from time to time determine to take anyavailable course of action and may take any steps to implement any such course of action, which may involve one or more of thetypes of transaction specified in clauses (a) through (j) of Item 4 of Schedule 13D. Notwithstanding anything to the contrary inthis Schedule 13D, each of Cinven, the Limited Partnerships, Cinven Co-Investment Partnership, Manco, FCP, CCM GP, CCM Co-InvestPartnership and Mezz Co-Invest Partnership specifically reserves the right to change its intentions with respect to any or allof such matters.
Other than as described or contemplatedabove, none of the Reporting Persons and, to the Reporting Persons’ knowledge, the Scheduled Persons, has any current plansor proposals that relate to or would result in:
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(a) |
the acquisition by any person of additional securities of Concordia, or the disposition of securities of Concordia; |
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(b) |
an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving Concordia or any of itssubsidiaries; |
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(c) |
a sale or transfer of a material amount of assets of Concordia or any of its subsidiaries; |
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(d) |
any change in the present board of directors or management of Concordia, including any plans or proposals to change the numberor term of directors or to fill any existing vacancies on the board; |
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(e) |
any material change in the present capitalization or dividend policy of Concordia; |
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(f) |
any other material change in Concordia’s business or corporate structure; |
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(g) |
changes in Concordia’s charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisitionof control of Concordia by any person; |
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(h) |
causing a class of securities of Concordia to be delisted from a national securities exchange or to cease to be authorizedto be quoted in an inter-dealer quotation system of a registered national securities association; |
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(i) |
a class of equity securities of Concordia becoming eligible for termination of registration pursuant to Section12(g)(4)of the Securities Exchange Act of 1934, as amended; or |
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(j) |
any action similar to any of those enumerated above. |
See Item3 and Item5
Form 13D is SEC filing that must be submitted within 10 days, by anyone who acquires beneficial ownership of more than 5% of any publicly traded securities. A filer must promptly update its 13D filing in case of acquisition or disposition of 1% or more of the securities that are the subject of the filing. These filings may be a precursor to hostile takeovers, company breakups, and other “change of control” events.
https://www.octafinance.com/cinven-capital-management-v-general-partner-ltd-just-bought-concordia-healthcare-corp-stake/