23rd Feb 2009 07:00
Recommended acquisition
of
Tepnel Life Sciences plc ("Tepnel")
by
Gen-Probe Incorporated ("Gen-Probe")
to be effected by a scheme of arrangement under Part 26 of the Companies Act 2006
On 30 January 2009, the Gen-Probe Directors and the Tepnel Directors announced that they had reached agreement on the terms of a recommended cash offer to be made by Gen-Probe for the entire issued and to be issued share capital of Tepnel at a price of 27.1 pence in cash for each Tepnel Share (the "Offer"). The Offer values the entire issued and to be issued share capital of Tepnel at £92.8 million (US$132.1 million). The Offer is to be implemented by means of a scheme of arrangement.
The Tepnel Directors are pleased to announce that the Scheme Document in relation to the Offer which sets out, amongst other things, the full terms and conditions of the Scheme, an explanatory statement (pursuant to section 897 of the Companies Act 2006), notices of the required meetings, a timetable of principal events and details of the action to be taken by Tepnel Shareholders was posted to all Tepnel Shareholders and, for information only, to participants of the Tepnel Share Schemes and to Tepnel Warrant Holders on 21 February 2009.
As described in the Scheme Document, the Scheme will also require the approval of Tepnel Shareholders at the Court Meeting and the passing of a special resolution at the General Meeting. The Scheme will also require the subsequent sanction of the Court and confirmation of the capital reduction by the Court. Further details as to the approvals required and persons entitled to vote at these meetings are contained in the Scheme Document.
The Court Meeting and the General Meeting to approve the Scheme and associated matters are scheduled to be held at 11:00 a.m. and 11:15 a.m. respectively on 16 March 2009 at the offices of Seymour Pierce at 20 Old Bailey, London EC4M 7EN.
Subject to approval at the relevant meetings and the satisfaction or waiver of the other Conditions set out in the Scheme Document, the Scheme is expected to become effective on or around 8 April 2009.
Any capitalised term used but not defined in this announcement has the same meaning as is given to it in the Scheme Document.
For further information:
Tepnel Life Sciences plc
Ben Matzilevich, Chief Executive Officer
Michael Slater, Group Finance Director
Carol Smith, Group Marketing Communications Manager
Tel: 0161 946 2200
Capital MS&L
Mary Clark or Joanna Whineray
Tel: +44 20 7307 5330
Seymour Pierce Limited
Mark Percy
Tom Sheldon
Christopher Wren
Tel: +44 20 7107 8000
The Tepnel Directors accept responsibility for the information contained in this announcement. To the best of knowledge and belief of the Tepnel Directors, who have taken all reasonable care to ensure such is the case, the information contained in this announcement is in accordance with the facts and does not omit anything likely to affect the import of such information.
This announcement is for information purposes only and does not constitute an offer to sell or invitation to purchase any securities or the solicitation of any vote for approval in any jurisdiction, nor shall there be any sale, issue or transfer of the securities referred to in this announcement in any jurisdiction in contravention of applicable law. Any response in relation to the Offer should be made only on the basis of the information contained in the Scheme Document or any document by which the Offer is made. This announcement does not constitute a prospectus or prospectus equivalent document.
Seymour Pierce, which is authorised and regulated by the Financial Services Authority, is acting exclusively for Tepnel and no one else in connection with the Offer and will not be responsible to anyone other than Tepnel for providing the protections afforded to clients of Seymour Pierce or for providing advice in connection with the Offer or any matter referred to herein.
Merrill Lynch is acting for Gen-Probe in connection with the Offer and no one else and will not be responsible to anyone other than Gen-Probe for providing the protections afforded to clients of Merrill Lynch or for providing advice in relation to the Offer, or any matter referred to herein.
This announcement has been prepared for the purpose of complying with English law and the City Code and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws of jurisdictions outside the United Kingdom. The release, publication or distribution of this announcement in certain jurisdictions may be restricted by law. Persons who are not resident in the United Kingdom or who are subject to other jurisdictions should inform themselves of, and observe, any applicable requirements.
Shareholders in the United States should note that the Scheme relates to the shares of a UK company and will be governed by English law. Neither the proxy solicitation nor the tender offer rules under the US Securities Exchange Act of 1934, as amended, will apply to the Scheme. Moreover, the Scheme will be subject to the disclosure requirements and practices applicable in the UK to schemes of arrangement, which differ from the disclosure requirements of the US proxy solicitation rules and tender offer rules. Financial information included in the Scheme documentation with respect to Tepnel has been or will have been prepared in accordance with IFRS and may not be comparable to financial information of US companies or companies whose financial statements are prepared in accordance with US GAAP.
No listing authority or equivalent has reviewed, approved or disapproved of this announcement or any of the proposals described herein.
Dealing Disclosure Requirements
Under the provisions of Rule 8.3 of the Code, if any person is, or becomes, "interested" (directly or indirectly) in 1 per cent. or more of any class of "relevant securities" of Tepnel, all "dealings" in any "relevant securities" of Tepnel (including by means of an option in respect of, or a derivative referenced to, any such "relevant securities") must be publicly disclosed by no later than 3.30 p.m. (London time) on the Business Day following the date of the relevant transaction. This requirement will continue until the date on which the Scheme becomes effective or lapses or on which the "offer period" otherwise ends. If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire an "interest" in "relevant securities" of Tepnel, they will be deemed to be a single person for the purpose of Rule 8.3.
Under the provisions of Rule 8.1 of the Code, all "dealings" in "relevant securities" of Tepnel by Gen-Probe or Tepnel, or by any of their respective "associates", must be disclosed by no later than 12.00 noon (London time) on the Business Day following the date of the relevant transaction.
A disclosure table, giving details of the companies in whose "relevant securities" "dealings" should be disclosed, and the number of such securities in issue, can be found on the Panel's website at www.thetakeoverpanel.org.uk.
"Interests in securities" arise, in summary, when a person has long economic exposure, whether conditional or absolute, to changes in the price of securities. In particular, a person will be treated as having an "interest" by virtue of the ownership or control of securities, or by virtue of any option in respect of, or derivative referenced to, securities.
Terms in quotation marks are defined in the Code, which can also be found on the Panel's website. If you are in any doubt as to whether or not you are required to disclose a "dealing" under Rule 8, please contact an independent financial adviser authorised under the Financial Services and Markets Act 2000, consult the Panel's website at www.thetakeoverpanel.org.uk or contact the Panel on telephone number +44 (0) 20 7638 0129; fax +44 (0) 20 7236 7013.
Related Shares:
TED.L