22nd May 2007 17:29
Microgen PLC22 May 2007 NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN OR INTOTHE UNITED STATES OF AMERICA, CANADA, AUSTRALIA OR JAPAN OR ANY JURISDICTIONWHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCHJURISDICTION For immediate release 22 May 2007 Microgen plc ("Microgen") Update regarding Trace Group plc ("Trace") On 11 May 2007 Microgen announced that it was in preliminary discussions withthe Independent Directors of Trace and was considering a possible competingoffer in cash for the share capital of Trace at a price of not less than 150pence per ordinary Trace share. Following that announcement, on 11 May 2007 theIndependent Directors of Trace urged Trace shareholders to take no action inrelation to the proposed scheme of arrangement by Tulip Holdings Limited("Tulip") at 135 pence in cash per ordinary Trace share (the "Tulip Proposal")for the time being, pending an announcement by Microgen of its firm intention tomake an offer or confirmation that Microgen will not make an offer. Following its announcement on 11 May 2007, Microgen and the IndependentDirectors have continued their discussions, and Trace has adjourned the TraceCourt Meeting and Trace Extraordinary General Meeting (by way of the Traceannouncement on 18 May 2007) until 31 May 2007. During the period from 14 May2007 to 21 May 2007, Tulip has announced a number of updates regarding the levelof irrevocable undertakings it has received in respect of the Tulip Proposal. The Board of Microgen announces that on 21 May 2007 it approached theIndependent Directors of Trace with a revised proposal of a competing offer at155 pence in cash per ordinary Trace share. Whilst the continued discussions with the Independent Directors of Trace haveenabled Microgen to make progress in the fulfilment of its preconditions toannouncing a firm intention to the making of an offer, the preconditions remainas follows: (a) a short period to complete due diligence; (b) the finalisation of financing arrangements; and (c) the recommendation of the Independent Directors of Trace that Trace shareholders accept the offer. Microgen reserves the right to waive any or all of the preconditions set out inthis announcement and emphasises that there can be no certainty that any offerwill ultimately be made even if the preconditions are satisfied or waived. Thisannouncement does not constitute an offer or invitation to purchase anysecurities in Trace. A further announcement may be made, if and when appropriate. Enquiries: Microgen plc Tel: 01252 772 312Martyn RatcliffePhilip Wood Arbuthnot Securities Limited Tel: 020 7012 2000(Financial adviser and broker to Microgen in relation to the transaction)Ian WilliamsRichard Dunn Notes: The distribution of this announcement in jurisdictions other than the UnitedKingdom may be restricted by law and therefore persons into whose possessionthis announcement comes should inform themselves about, and observe suchrestrictions. Any failure to comply with the restrictions may constitute aviolation of the securities laws of any such jurisdiction. Arbuthnot Securities Limited, which is authorised and regulated in the UnitedKingdom by the Financial Services Authority, is acting exclusively for Microgenin connection with the possible offer and no one else and will not beresponsible to anyone other than Microgen for providing the protections affordedto clients of Arbuthnot Securities Limited, nor for providing advice in relationto the possible transaction. Dealing Disclosure Requirements Under the provisions of Rule 8.3 of the Takeover Code (the "Code"), if anyperson is, or becomes, "interested" (directly or indirectly) in 1% or more ofany class of "relevant securities" of Trace, all "dealings" in any "relevantsecurities" of that company (including by means of an option in respect of, or a derivative referenced to, any such "relevant securities") must be publiclydisclosed by no later than 3.30 p.m. (London time) on the London business dayfollowing the date of the relevant transaction. This requirement will continueuntil the date on which the offer becomes, or is declared, unconditional as toacceptances, lapses or is otherwise withdrawn or on which the "offer period"otherwise ends. If two or more persons act together pursuant to an agreement orunderstanding, whether formal or informal, to acquire an "interest" in "relevantsecurities" of Trace, they will be deemed to be a single person for the purposeof Rule 8.3. Under the provisions of Rule 8.1 of the Code, all "dealings" in "relevantsecurities" of Trace by Microgen or Trace, or by any of their respective"associates", must be disclosed by no later than 12.00 noon (London time) on theLondon business day following the date of the relevant transaction. A disclosure table, giving details of the companies in whose "relevantsecurities" "dealings" should be disclosed, and the number of such securities inissue, can be found on the Takeover Panel's website atwww.thetakeoverpanel.org.uk. "Interests in securities" arise, in summary, when a person has long economicexposure, whether conditional or absolute, to changes in the price ofsecurities. In particular, a person will be treated as having an "interest" byvirtue of the ownership or control of securities, or by virtue of any option inrespect of, or derivative referenced to, securities. Terms in quotation marks are defined in the Code, which can also be found on thePanel's website. If you are in any doubt as to whether or not you are requiredto disclose a "dealing" under Rule 8, you should consult the Panel. This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
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