15th Aug 2008 11:38
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION
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FOR IMMEDIATE RELEASE |
15 AUGUST 2008 |
Oxford BioMedica confirms rejection of GeneThera's indicative approach
The Board of Oxford BioMedica (the "Company") (LSE: OXB), a leading gene therapy company, notes the recent movement in the Company's share price and GeneThera's announcement regarding the rejection of its approach by the Board of Oxford BioMedica.
GeneThera is a US company traded over the counter with a market capitalisation of US$230,000 (Two hundred and thirty thousand US dollars) and approached Oxford BioMedica regarding a possible offer for the Company, which as at close of market yesterday, had a market capitalisation of approximately £46.5 million. The Board of Oxford BioMedica met on 31 July 2008 to consider GeneThera's indication of interest and concluded that GeneThera is not a credible bidder for the Company and unanimously agreed to reject the approach. On 14 August 2008, GeneThera wrote to the Company, with a revised proposal regarding an all share offer for the Company, which the Board of Oxford BioMedica also unanimously rejected.
The Board of Oxford BioMedica, which has consulted with its advisors, JPMorgan Cazenove and Rothschild, remains of the view that this unsolicited approach is not credible and is not in the interests of its shareholders.
Dealing Disclosure Requirements:
Under the provisions of Rule 8.3 of the Takeover Code (the "Code"), if any person is, or becomes, "interested" (directly or indirectly) in 1% or more of any class of "relevant securities" of GeneThera, Inc or of Oxford BioMedica, all "dealings" in any "relevant securities" of that company (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 pm (London time) on the London business day following the date of the relevant transaction. This requirement will continue until the date on which the offer becomes, or is declared, unconditional as to acceptances, lapses or is otherwise withdrawn or on which the "offer period" otherwise ends.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 GeneThera, Inc or Oxford BioMedica, 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 GeneThera, Inc or of Oxford BioMedica by GeneThera, Inc or Oxford BioMedica, or by any of their respective "associates", must be disclosed by no later than 12.00 noon (London time) on the London 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 Takeover Panel's website at http://www.thetakeoverpanel.org.uk/new/.
"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, you should consult the Panel.
-Ends-
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For further information, please contact: |
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Oxford BioMedica plc: Andrew Wood, Chief Financial Officer |
Tel: +44 (0)1865 783 000 |
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JPMorgan Cazenove Limited: James Mitford/ Gina Gibson |
Tel: +44 (0)20 7588 2828 |
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City/Financial Enquiries: Lisa Baderoon/ Mary-Jane Johnson Buchanan Communications |
Tel: +44 (0)20 7466 5000 |
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Scientific/Trade Press Enquiries: Claire Mosley/ Holly Griffiths/ Katja Stout College Hill Life Sciences |
Tel: +44 (0)20 7457 2020 |
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US Enquiries: Thomas Fechtner The Trout Group LLC |
Tel: (646) 378 2900 |
Related Shares:
Oxford Biomedica