| Mon 2 Aug 2010, 15:30 | | AIP - Adcock Ingram Holdings Limited - Update on the call option process and |
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AIP
AIP
AIP - Adcock Ingram Holdings Limited - Update on the call option process and
further 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 Ingram" or "the Company")
Update on the call option process initiated by Baxter Healthcare SA ("Baxter")
in respect of Adcock Ingram Critical Care (Pty) Limited ("AICC") and further
renewal of cautionary announcement
Reference is made to the various announcements released by the Company on SENS,
the latest being 21 June 2010, regarding the call option process initiated by
Baxter in terms of the agreement between, inter alia, Baxter, Adcock Ingram and
AICC dated 17 July 2008 ("the Option Agreement").
In an earlier announcement released by the Company on SENS on 25 May 2010,
shareholders were advised that Baxter and Adcock Ingram had been unable to agree
the value of the call option shares (namely, 50% plus one share of AICC`s issued
share capital) ("the Call Option Shares") on the basis prescribed by the Option
Agreement and had therefore referred the determination thereof to an independent
expert, KPMG Services (Proprietary) Limited ("KPMG"). Adcock Ingram is of the
view that such determination was to be made by KPMG on the basis prescribed by
the Option Agreement.
The Company has now received KPMG`s final valuation report in respect of the
Call Option Shares ("KPMG Report"). KPMG has determined two values. In Adcock
Ingram`s view, these are, one in terms of the formula prescribed by clause 6 of
the Option Agreement and one based on discounted cash flows supported by
secondary methodologies. Baxter disagrees with Adcock Ingram`s views including
Adcock Ingram`s view in respect of the value that should apply for the purposes
of the exercise by Baxter of the call option in respect of the Call Option
Shares ("Call Option"). Baxter has yet to exercise the Call Option and Adcock
Ingram is in the process of obtaining legal advice on its rights under the
Option Agreement regarding the different views.
In the interim, Baxter has engaged Adcock Ingram in regard to possible
resolution of the issue.
Accordingly, shareholders are advised to continue exercising caution when
dealing in Adcock Ingram securities until a further announcement is made.
Midrand
2 August 2010
Financial adviser and Sponsor
Deutsche Securities (SA) (Proprietary) Limited
Date: 02/08/2010 15:30:01 Produced by the JSE SENS Department.
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