| Wed 6 May 2009, 12:55 | | AIP - Adcock - Further update regarding Adcock`s proposed offer for the entire |
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AIP
AIP
AIP - Adcock - Further update regarding Adcock`s proposed offer for the entire
issued share capital of Cipla Medpro South Africa Limited
Adcock Ingram Holdings Limited
(Incorporated in the Republic of South Africa)
Registration number 2007/016236/06
Share code: AIP
ISIN: ZAE000123436
("Adcock")
FURTHER UPDATE REGARDING ADCOCK`S PROPOSED OFFER FOR THE ENTIRE ISSUED SHARE
CAPITAL OF CIPLA MEDPRO SOUTH AFRICA LIMITED ("CMSA")
Adcock shareholders are referred to the SENS announcement released on 4 May
2009.
Adcock yesterday, 5 May 2009, received, for the first time from CMSA`s advisers,
a copy of the original letter from Cipla Limited ("Cipla India") ("Cipla India
Letter"), as referred to in CMSA`s SENS announcement released on 4 May 2009
("CMSA Announcement") and purported to have been sent to Adcock on 21 April
2009.
Adcock is surprised that Cipla India, as a principal supplier to CMSA but not a
shareholder, has decided to comment on a potential transaction affecting CMSA,
without first waiting for the board of directors of CMSA ("CMSA Board") to
express a view on the merits of the proposed offer. Adcock is also surprised
that Cipla India does not recognise the clear benefits for them in the proposed
transaction, as contemplated in the firm intention announcement released on SENS
on 9 April ("Firm Intent Announcement").
The board of directors of Adcock ("Adcock Board") continues to believe strongly
that;
- the strategic rationale for combining the two companies is compelling and
would be in the best interests of all stakeholders, including Cipla India;
- the proposed combination will drive efficiencies and deliver revenue and cost
synergies that neither company could extract on a standalone basis;
- the proposed offer consideration of R4.75 per CMSA share is a full and fair
price, a view supported by the substantial support Adcock has already received
from significant institutional CMSA shareholders; and
- all CMSA shareholders should be afforded the opportunity to decide on the
commercial merits and benefit from the proposed offer.
Adcock has welcomed the establishment of an independent subcommittee of
the CMSA Board to evaluate the proposed offer. Adcock remains confident that
the CMSA Board, having regard to their duties as directors, will give due
and proper consideration to the merits of the proposed offer. Adcock
shareholders are referred to the CMSA Announcement and specifically the
status of CMSA`s internal processes (including the composition and
responsibilities of the independent sub-committee) and to the statement that
the CMSA Board will make its views in respect of the proposed offer known to
CMSA shareholders in due course. Adcock reiterates that it has yet to receive a
response from the CMSA Board regarding the terms of the proposed offer, as set
out in the Firm Intent Announcement.
Adcock reaffirms its preference to implement the proposed transaction by way of
a scheme of arrangement and to co-operate with the CMSA Board. Adcock awaits the
view of the CMSA Board regarding the merits of the proposed offer, which the
CMSA Board has undertaken to share with CMSA shareholders in due course. For
now, Adcock assumes that the Cipla India Letter accurately reflects the
considered view of the board of directors of Cipla India ("Cipla India Board")
regarding the proposed transaction. If the view of the CMSA Board is that the
proposed offer represents a fair and/or reasonable opportunity for current
shareholders, Adcock would expect the CMSA Board, in the interests of the
company and of current shareholders, to actively direct its efforts to persuade
the Cipla India Board to reconsider its view. In any event, Adcock has the
right to waive the suspensive condition relating to the supply agreement between
Cipla India and CMSA.
Adcock yesterday, 5 May 2009, received confirmation that the SRP has given its
consent, as requested by Adcock, 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.
The Adcock Board, collectively and individually, accept full responsibility for
the accuracy of the information given and certify that to the best of their
knowledge and belief there are no facts that have been omitted which would make
any statement false or misleading.
6 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: 06/05/2009 12:55:21 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.
