| Fri 17 Apr 2009, 14:45 | | CMP - Cipla Medpro - Preliminary Response by the Board of Directors of Cipla |
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CMP
CMP
CMP - Cipla Medpro - Preliminary Response by the Board of Directors of Cipla
Medpro to the Proposed Offer by Adcock Ingram Holdings Limited ("Adcock")
CIPLA MEDPRO SOUTH AFRICA LIMITED
(formerly Enaleni Pharmaceuticals Limited)
(Incorporated in the Republic of South Africa)
(Registration number 2002/018027/06)
(ISIN Number: ZAE000128179 & Share Code: CMP)
("Cipla Medpro" or "the Company")
PRELIMINARY RESPONSE BY THE BOARD OF DIRECTORS OF CIPLA MEDPRO TO THE PROPOSED
OFFER BY ADCOCK INGRAM HOLDINGS LIMITED ("ADCOCK")
Further to the cautionary announcement released by the Company on Thursday 9
April 2009, shareholders of Cipla Medpro ("Shareholders") are referred to the
announcement published on Thursday 9 April 2009 by Adcock in which it announced
the terms of a proposed offer for the entire issued share capital of the
Company, subject to the fulfilment of certain suspensive conditions ("the
Proposed Offer"). The Proposed Offer is a firm intention to make an offer as
defined in the Securities Regulation Code on Take-overs and Mergers ("the
Code").
Shareholders are advised that the Board of Directors of Cipla Medpro ("the
Board") has appointed Nedbank Capital and Taback and Associates as corporate
advisor and corporate law advisor, respectively. In addition,
PricewaterhouseCoopers Corporate Finance (Proprietary) Limited has been
appointed as independent advisor to advise the Board as to how the Proposed
Offer affects all holders of Cipla Medpro securities, including specifically
minority holders of securities, in accordance with Rule 3.1 of the Code.
The Board will consider the Proposed Offer and the advice of its advisors and
will make its views known to Shareholders in due course, in accordance with the
provisions of the Code. Further, the Board is in the process of establishing an
independent subcommittee of the Board, the members of which will be announced
shortly, to assist with this process.
Jerome Smith, the Chief Executive Officer of the Company has addressed the staff
of Cipla Medpro in which he expressed his initial opposition to the Proposed
Offer as currently formulated. Mr Smith and the executive management are
supportive of the Board`s decision process outlined above.
Shareholders are reminded to continue to exercise caution in dealing in the
Company`s securities until a further announcement has been made.
Cape Town
17 April 2009
Investment Bank, Corporate Advisor and Sponsor
Nedbank Capital
Corporate Law Advisors
Taback and Associates (Pty) Ltd
Independent Financial Advisors
PricewaterhouseCoopers Corporate Finance (Proprietary) Limited
Communications Advisors
College Hill Associates
Date: 17/04/2009 14:45:01 Produced by the JSE SENS Department.
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