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AIP
AIP
AIP - Adcock - Response To Cipla Medpro South Africa Limited`s ("Cmsa")
Announcement And Renewal Of Cautionary Announcement
Adcock Ingram Holdings Limited
(Incorporated in the Republic of South Africa)
Registration number 2007/016236/06
Share code: AIP
ISIN: ZAE000123436
("Adcock")
RESPONSE TO CIPLA MEDPRO SOUTH AFRICA LIMITED`S ("CMSA") ANNOUNCEMENT AND
RENEWAL OF CAUTIONARY ANNOUNCEMENT
Adcock shareholders are referred to the SENS announcement released by CMSA at
approximately 15h40 on 4 May 2009. Specifically, Adcock shareholders` attention
is drawn to the "Unequivocal rejection letter from Cipla Limited ("Cipla
India")" purported to have been sent to Dr J Louw on 21 April 2009. Adcock
shareholders are hereby notified that neither Dr Louw nor anyone else at Adcock
received nor are currently in possession of any such letter. Adcock is not in a
position to comment until such time as it has received the letter and had an
opportunity to review the content thereof in full. Adcock recognises the value
of CMSA`s relationship with Cipla India and will endeavour to engage with Cipla
India to secure their support at the appropriate time.
Adcock has already received undertakings from CMSA shareholders holding 36.13%
of the entire issued share capital of CMSA as at the date of the firm intent
announcement either to vote or to recommend to their clients to vote for a
scheme of arrangement or accept or recommend to their clients to accept a
general offer at an offer price of R4.75 per CMSA ordinary share. Adcock
believes the remaining CMSA shareholders should be afforded the opportunity to
decide on the commercial merits of the proposed offer.
Adcock has made submissions to the SRP regarding the granting of consent to any
non-compliance with Rule 27.1 of the Securities Regulation Code on Takeovers and
Mergers as may arise from Adcock proceeding with the proposed offer, as
contemplated in the firm intent announcement released on SENS on 9 April 2009.
The SRP has confirmed that no objections were received by the specified
deadline. Adcock is accordingly confident that the SRP will shortly grant the
consent requested by Adcock, and Adcock will make a further announcement in this
regard in due course.
On 29 April 2009, the Competition Commission granted its permission in respect
of Adcock`s application, in terms of Rule 28(1) of the Rules for the Conduct of
Proceedings in the Competition Commission, to file a separate merger
notification in respect of the proposed offer. Adcock intends to file a separate
merger notification imminently.
Adcock welcomes the establishment of an independent subcommittee of the board of
directors of CMSA ("CMSA Board") to consider the proposed offer and believes
that this will ensure that the interests of all CMSA shareholders are duly and
properly considered. Adcock awaits a formal response from the CMSA Board to the
terms of the proposed offer.
Adcock shareholders are advised to continue to exercise caution when dealing in
their Adcock securities until such time as a further announcement is made.
4 May 2009
Midrand
Financial Adviser, Debt Adviser and Sponsor to Adcock
Deutsche Securities (SA) (Proprietary) Limited
Legal Advisers to Adcock
Read Hope Phillips Thomas & Cadman Inc.
Transaction Communication Adviser to Adcock
Brunswick South Africa Limited
Date: 04/05/2009 17:53:23 Produced by the JSE SENS Department.
The SENS service is an information dissemination service administered by the
JSE Limited (`JSE`). The JSE does not, whether expressly, tacitly or
implicitly, represent, warrant or in any way guarantee the truth, accuracy or
completeness of the information published on SENS. The JSE, their officers,
employees and agents accept no liability for (or in respect of) any direct,
indirect, incidental or consequential loss or damage of any kind or nature,
howsoever arising, from the use of SENS or the use of, or reliance on,
information disseminated through SENS.
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