FORIM HOLDINGS LIMITED/ ALLIANCE PHARMACEUTICALS LIMITED - FIRM INTENTION TO
MAKE AN OFFER TO SHAREHOLDERS IN FORIM AND ALLIANCE AND CAUTIONARY ANNOUNCEMENT
FORIM HOLDINGS LIMITED
Incorporated in the Republic of South Africa
Registration number 1986/004111/06
Share code FOM
ISIN Number ZAE000002689
(`Forim`)
ALLIANCE PHARMACEUTICALS LIMITED
Incorporated in the Republic of South Africa
Registration number 1981/006145/06
Share code ALN and ACN
ISIN Number ZAE000011847 and ZAE 000011110
(`Alliance`)
FIRM INTENTION TO MAKE AN OFFER TO SHAREHOLDERS IN FORIM AND ALLIANCE AND
CAUTIONARY ANNOUNCEMENT
Shareholders of Forim and Alliance are advised that Thebe Health Care
(Proprietary) Limited for and on behalf of Thebe Pharmaceuticals (Proprietary)
Limited (`Thebe`) has submitted a firm offer to the board of directors of Forim
and Alliance to acquire the entire issued share capital of Forim and Alliance
other than the issued share capital held by Thebe and the Alliance shares held
by Forim (`the transaction`) for a cash consideration of 68 cents per Forim
share and 40 cents per Alliance ordinary and `N` ordinary share
(`consideration`) subject to certain conditions precedent detailed below. The
consideration is post the capital distribution by Forim and Alliance of 34 cents
and 32 cents respectively as announced in the press on 22 July 2004 and 26
August 2004.
The transaction remains subject to the fulfilment of, inter alia, the following
conditions precedent:
the approval of the transaction by all regulatory authorities if and to the
extent necessary, including the South African Reserve Bank, the Competition
Commission, the Securities Regulation Panel (`SRP`) and the JSE Securities
Exchange South Africa;
the approval of not less than nine tenths of the holders of the affected shares
in terms of section 440 of the Companies Act No.61 of 1973, as amended (the
`Act`) alternatively, the approval by majority representing not less than three
fourths of the votes exercisable by the holders of the affected shares (`scheme
members`) present and voting either in person or in proxy at a meeting of scheme
members in terms of section 311 of the Act (the `schemes`);
the High Court of South Africa sanctioning the schemes in terms of the Act,
where applicable; and
certified copies of the Orders of Court sanctioning the schemes being registered
by the Registrar of Companies in terms of the Act, where applicable.
The transaction is, in addition, conditional on the achievement of the minimum
required acceptances by shareholders or, where appropriate, the implementation
of the schemes in respect of both Forim and Alliance. However, Thebe reserves
the right to elect to remove such condition.
The SRP has been given appropriate confirmation in terms of its requirements
that Thebe will have sufficient cash resources available to satisfy the
consideration.
Accordingly, shareholders of Forim and Alliance are advised to exercise caution
in dealing in Forim and Alliance shares until a further announcement is made in
this regard. It is intended that an announcement giving full details of the
transaction will be made in due course.
Johannesburg
27 August 2004
Sponsor to Forim and Alliance
Sasfin Corporate Finance
A division of Sasfin Bank Limited
Date: 27/08/2004 10:45:04 AM
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