16th Mar 2009 12:50
Recommended acquisition
of
Tepnel Life Sciences plc ("Tepnel")
by
Gen-Probe Incorporated ("Gen-Probe")
to be effected by means of a scheme of arrangement under Part 26 of the Companies Act 2006
Results of meetings
The Tepnel Board is pleased to announce that the shareholder resolutions to approve the recommended acquisition of Tepnel by Gen-Probe, to be effected by means of a scheme of arrangement under Part 26 of the Companies Act 2006 (the "Offer"), were duly passed at the Court Meeting and the General Meeting held earlier today.
At the Court Meeting, a majority in number of Tepnel Shareholders, who voted either in person or by proxy and who together represented over 75% by value of the votes cast, voted in favour of the resolution to approve the Scheme. The resolution was accordingly passed.
At the General Meeting, the Special Resolution to approve the Scheme and provide for its implementation was also passed by the requisite majority.
COURT MEETING The voting on the resolution to approve the Scheme was taken on a poll and the results were as follows:
Number of Tepnel Shareholders voting: For: 879 (92.42%) Against: 72 (7.58%)
Number of votes: For: 137,059,786 (99.71%) Against: 386,724 (0.29%)
Percentage of eligible Scheme Shares voted : For: 55.04% Against: 0.15%
GENERAL MEETING The voting on the Special Resolution giving effect to the Scheme was taken on a poll and the results were as follows:
Number of votes: For: 132,736,726 (99.84%) Against: 206,166 (0.16%) Withheld: 9,946
Implementation of the Offer remains subject to the High Court of Justice for England and Wales sanctioning the Scheme at the Court Hearing which is expected to take place on 3 April 2009 and confirming the associated reduction of Tepnel's share capital at the Court Hearing which is expected to take place on 7 April 2009. Subject to the Scheme receiving the sanction and confirmation of the Court on those dates, the Effective Date of the Scheme is expected to be 8 April 2009.
It is also expected that if the Scheme becomes Effective on 8 April 2009, the listing of and dealings in Tepnel Shares will be suspended with effect from 7.00am on 8 April 2009. The consideration due to Scheme Shareholders will be sent no later than 14 days after the Effective Date.
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
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.
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