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Adcock - offer by Natco Pharma and delisting
Holders of Adcock Ingram ordinary shares ("Adcock Ingram Shareholders") were hereby advised that the Company has concluded an implementation agreement with Natco Pharma (the "Implementation Agreement") regarding the terms and conditions of an offer from Natco Pharma to acquire all of the issued ordinary shares in Adcock Ingram ("Ordinary Shares"), other than those already held by Natco Pharma, currently owned by The Bidvest Group Ltd. ("Bidvest") and treasury shares of Adcock Ingram (collectively, the "Excluded Shares") ("Offer").
In the event that the Offer is implemented, it would result in the delisting of all the Ordinary Shares from the Main Board of the securities exchange operated by the JSE, and on a fully- diluted basis, Bidvest will remain the controlling shareholder (owning approximately 64.25% of the Ordinary Shares) and Natco Pharma becoming a co-shareholder (and owning approximately 35.75% of the Ordinary Shares) in the delisted Adcock Ingram.
Appointment of independent expert
The Company has appointed BDO Corporate Finance (Pty) Ltd. (the "Independent Expert") to act as independent expert in accordance with the requirements of the Takeover Regulations to advise the Adcock Ingram Independent Board and report on the Offer by way of a fair and reasonable opinion.
Views and recommendation of the independent board on the scheme
The Adcock Ingram Independent Board, after due consideration of the report of the Independent Expert, and the requirements of Regulation 110, has considered the terms and conditions of the Scheme, and has resolved that the terms and conditions thereof are fair and reasonable to the Adcock Ingram Shareholders and, accordingly, recommend that the Adcock Ingram Shareholders vote in favour of the Scheme at the General Meeting.
Withdrawal of cautionary announcement
Pursuant to the release of this announcement, Adcock Ingram Shareholders were advised that caution is no longer required to be exercised when dealing in their Ordinary Shares.
Documentation
The Scheme Circular, which is to be issued jointly by Adcock Ingram and Natco Pharma detailing the Offer and containing full terms and conditions of the Scheme and including the notice to convene the General Meeting to consider, and if appropriate, approve the Scheme Resolution, is in the process of being prepared.
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