TIDMASD
RNS Number : 5845Q
Alere Inc
21 October 2011
21 October 2011
Recommended Increased Cash Offer
by
Alere AS Holdings Limited ("Alere AS Holdings" or the "Offeror")
a wholly owned subsidiary of Alere Inc. ("Alere")
for
Axis-Shield PLC ("Axis-Shield" or the "Company")
Revised Offer Update - Revised Offer Wholly Unconditional
Alere AS Holdings announces that all of the Conditions to its
Revised Offer have been satisfied or waived and, accordingly, the
Revised Offer is now wholly unconditional.
The Revised Offer will remain open until further notice and at
least 14 days' notice will be given if Alere AS Holdings decides to
close the Revised Offer. Axis-Shield Shareholders who have not yet
accepted the Revised Offer are encouraged to do so without
delay.
Commenting on the Revised Offer, Ron Zwanziger, Chairman, CEO
and President of Alere said:
"We are delighted to be declaring our Revised Offer for
Axis-Shield wholly unconditional today. Axis-Shield is a
complementary fit with Alere, with Axis-Shield's product platform
adding to our existing diverse product portfolio in our core
markets. We believe that Alere's broad and existing capabilities
should enable it to realise the potential of Axis-Shield's
technologies globally. I look forward to welcoming Axis-Shield's
employees to Alere and working with them to maximise the potential
of the products that they have developed."
Level of acceptances:
As at 1:00 p.m. (London time) on 20 October 2011 (corresponding
to 2:00 p.m. Oslo time), Alere AS Holdings had received valid
acceptances of the Revised Offer in respect of 10,251,194
Axis-Shield Shares, representing approximately 20.50 per cent. of
the issued share capital of Axis-Shield.
In addition, Alere AS Holdings owned a total of 14,950,000
Axis-Shield Shares, representing approximately 29.90 per cent. of
the existing issued share capital of Axis-Shield.
Accordingly, as at 1:00 p.m. on 20 October 2011 (corresponding
to 2:00 p.m. Oslo time), Alere AS Holdings either owned or had
received valid acceptances of the Revised Offer which it may count
towards the satisfaction of the Acceptance Condition in respect of
a total of 25,201,194 Axis-Shield Shares, representing, in
aggregate, approximately 50.40 per cent. of the issued share
capital of Axis-Shield.
None of the acceptances were received from persons acting in
concert with Alere or Alere AS Holdings or were in respect of
Axis-Shield Shares which were subject to an irrevocable commitment
or a letter of intent procured by Alere or Alere AS Holdings or any
of their associates (no such irrevocable commitment or letter of
intent having been procured).
Delisting and re-registration
If Alere AS Holdings receives acceptances of the Revised Offer
which would result in Alere AS Holdings and/or any other members of
the Alere Group holding Axis-Shield Shares carrying in aggregate
more than 75 per cent. of the total number of Axis-Shield Shares,
Alere AS Holdings intends to procure that Axis-Shield applies to
the UK Listing Authority for the cancellation of listing of
Axis-Shield Shares on the Daily Official List and to the London
Stock Exchange and the Oslo Bors for the cancellation of admission
to trading of Axis-Shield Shares on the London Stock Exchange's
main market for listed securities and on the Oslo Bors,
respectively. A notice period of not less than 20 Business Days
prior to delisting from the London Stock Exchange will commence as
soon as Alere has received sufficient acceptances to procure the
delisting of the Axis-Shield Shares. Following such cancellation
and delisting, Alere AS Holdings intends to procure that
Axis-Shield re-registers from a public limited company to a private
limited company. Such cancellation, delisting and re-registration
will significantly reduce the liquidity and marketability of any
Axis-Shield Shares not assented to the Revised Offer.
Compulsory acquisition
If Alere AS Holdings receives acceptances of the Revised Offer
in respect of, or otherwise acquires, 90 per cent. or more of the
Axis-Shield Shares to which the Offer relates and 90 per cent. or
more of the voting rights carried by the Axis-Shield Shares to
which the Offer relates, Alere AS Holdings intends to exercise its
rights pursuant to the provisions of sections 979 to 991
(inclusive) of the Companies Act 2006 to acquire compulsorily the
remaining Axis-Shield Shares to which the Offer relates in respect
of which the Revised Offer has not been accepted on the same terms
as the Revised Offer.
Settlement
The consideration to which any Axis-Shield Shareholder is
entitled under the Revised Offer will be settled (i) in the case of
complete acceptances received on or before 1.00 p.m. (London time)
on the date of this Announcement, on or before 4 November 2011; and
(ii) in the case of complete acceptances received after the date of
this Announcement but while the Revised Offer remains open for
acceptance, within 14 calendar days of such receipt, in each case
in the manner described in the Revised Offer Document.
Acceptance of the Offer
Axis-Shield Shareholders who have not yet accepted, and wish to
accept, the Revised Offer should take action to accept the Revised
Offer as soon as possible.
Details of the procedures for accepting the Revised Offer are
set out in the Revised Offer Document (and, in the case of
Axis-Shield UK Shareholders who hold their Axis-Shield UK Shares in
certificated form, in the Revised UK Form of Acceptance, and, in
the case of Axis Shield Norwegian Shareholders, in the Revised
Norwegian Form of Acceptance which, in each case, accompanied the
Revised Offer Document) sent to Axis-Shield Shareholders on 10
October 2011. The Revised Offer Document is also available on
Alere's website (http://investor.alere.com/).
Axis-Shield Shareholders should carefully read the Revised Offer
Document in its entirety before making a decision with respect to
the Revised Offer. Unless otherwise defined herein, certain terms
used in this Announcement shall have the meaning given to them in
the offer document relating to the Revised Offer posted to
Axis-Shield Shareholders on 10 October 2011 (the "Revised Offer
Document") or in the offer document in respect of the Original
Offer posted to Axis-Shield Shareholders on 11 August 2011 (the
"Original Offer Document") (as the case may be).
Enquiries:
Alere Tel: +1 (781) 647 3900
Jon Russell, Vice President, Finance
Doug Guarino, Spokesman, Press Office
Jefferies International Limited Tel: +44 (0)20 7029 8000 (Financial Adviser and Corporate Broker)
Ian Crosbie
Tariq Hussain
Julian Smith (Corporate Broking)
Citigate Dewe Rogerson Tel: +44 (0)20 7282 2945
(Public Relations Adviser)
Ginny Pulbrook
Jos Bieneman
Further Information
The Alere Directors and Alere AS Holdings Directors accept
responsibility for the information contained in this Announcement.
To the best of the knowledge and belief of the Alere Directors and
Alere AS Holdings Directors (who have taken all reasonable care to
ensure that 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.
Jefferies International Limited, which is authorised and
regulated in the United Kingdom by the Financial Services
Authority, is acting as exclusive financial adviser to Alere and
Alere AS Holdings and no one else in connection with the Revised
Offer and will not be responsible to anyone other than Alere and
Alere AS Holdings for providing the protections afforded to clients
of Jefferies International Limited or for providing advice in
relation to the contents of this Announcement, in connection with
the Revised Offer or any other matter referred to herein or in the
Revised Offer Document.
This Announcement does not constitute an offer to sell or an
invitation to purchase or subscribe for any securities or the
solicitation of an offer to buy any securities in any jurisdiction,
pursuant to the Revised Offer. The Revised Offer is made solely
through the Revised Offer Document, which, in addition to the
Original Offer Document, contains the full terms and conditions of
the Revised Offer, including details of how it may be accepted. Any
acceptance or response to the Revised Offer should be made only on
the basis of information in the Revised Offer Document.
The Revised Offer is for the securities of a corporation
organised under the laws of Scotland and is subject to the
procedure and disclosure requirements of the United Kingdom, which
are different from those of the United States. The Revised Offer is
being made in the United States pursuant to Section 14(e) of, and
Regulation 14E under, the US Securities Exchange Act of 1934, as
amended (the "Exchange Act"), subject to the exemptions provided by
Rule 14d-1(c) under the Exchange Act and otherwise in accordance
with the requirements of the Code. Accordingly, the Revised Offer
is subject to disclosure and other procedural requirements,
including with respect to withdrawal rights, the offer timetable,
settlement procedures and timing of payments that are different
from those applicable under US domestic tender offer procedures and
laws.
It may be difficult for US holders of Axis-Shield Shares to
enforce their rights and any claim arising out of the US federal
securities laws, since Axis-Shield is located in a non-US
jurisdiction, and some or all of its officers and directors may be
residents of a non-US jurisdiction. US holders of Axis-Shield
Shares may not be able to sue a non-US company or its officers or
directors in a non-US court for violations of US securities laws.
Further, it may be difficult to compel a non-US company and its
affiliates to subject themselves to a US court's judgment.
The receipt of cash pursuant to the Revised Offer by a holder of
Axis-Shield Shares may be a taxable transaction for US federal
income tax purposes and under applicable state and local income tax
laws, as well as under foreign and other tax laws. Each holder of
Axis-Shield Shares is urged to consult his independent professional
adviser immediately regarding the tax consequences of acceptance of
the Revised Offer.
In accordance with and subject to the applicable laws and
regulatory requirements of the United Kingdom and pursuant to Rule
14e-5(b) of the US Exchange Act, Alere and/or Alere AS Holdings
and/or its or their nominees or brokers (acting as agents) may from
time to time make purchases of, or arrangements to purchase,
Axis-Shield Shares other than pursuant to the Revised Offer. These
purchases, or arrangements to purchase, may occur either in the
open market at prevailing prices or in private transactions at
negotiated prices and shall comply with applicable rules in the
United Kingdom and applicable United States securities laws. In
addition, in accordance with and subject to the applicable laws and
regulatory requirements of the United Kingdom and the United
States, the financial advisors to Alere and Alere AS Holdings, or
their respective affiliates and separately identifiable
departments, may make purchases of, or arrangements to purchase,
Axis-Shield Shares outside of the Revised Offer or engage in
trading activities involving Axis-Shield Shares and various related
derivative transactions in the normal course of their business. Any
information about such purchases will be disclosed as required in
the UK and will be available from the Regulatory News Service on
the London Stock Exchange website, www.londonstockexchange.com.
This information will also be publicly disclosed in the United
States to the extent that such information is made public in the
United Kingdom.
This Announcement has been prepared for the purpose of complying
with English law and the 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 other
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 legal or regulatory
requirements. Any failure to comply with the applicable
requirements may constitute a violation of the securities laws of
any such jurisdiction. To the fullest extent permitted by
applicable law, the companies involved in the Revised Offer
disclaim any responsibility or liability for the violation of such
restrictions by any person.
Neither the US Securities and Exchange Commission nor any
securities commission of a state in the United States has: (a)
approved or disapproved of the Revised Offer; (b) passed upon the
merits or fairness of the Revised Offer; or (c) passed upon the
adequacy or accuracy of the disclosure in this press release. Any
representation to the contrary is a criminal offence in the United
States.
The availability of the Revised Offer to Axis-Shield
Shareholders who are not resident in the United Kingdom may be
affected by the laws of the relevant jurisdictions in which they
are resident. Persons who are not resident in the United Kingdom
should inform themselves of, and observe, any applicable
requirements.
Unless otherwise determined by Alere AS Holdings, this
Announcement and the Revised Offer will not be made, directly or
indirectly, in or into any jurisdiction where to do so would
violate the laws in that jurisdiction (a "Restricted Jurisdiction")
or by use of any means or instrumentality (including, without
limitation, telex, facsimile transmission, telephone, internet or
other forms of electronic communication) of interstate or foreign
commerce, or of any facility of a national securities exchange of
any Restricted Jurisdiction. Unless so determined by Alere AS
Holdings, the Revised Offer will not be capable of acceptance by
any such use, means or instrumentality or facility of any
Restricted Jurisdiction.
Copies of this Announcement will not be, and must not be,
directly or indirectly, mailed or otherwise forwarded (including,
without limitation, by telex, facsimile transmission, telephone,
internet or other forms of electronic communication), distributed
or sent in, into or from any Restricted Jurisdiction.
Alere AS Holdings reserves the right to elect, with the consent
of the Panel (where necessary), to implement the acquisition of
Axis-Shield by way of a court-approved scheme of arrangement in
accordance with Part 26 of the Companies Act 2006. In such event,
the acquisition will be implemented on substantially the same
terms, subject to appropriate amendments, as those which would
apply to the Revised Offer.
Dealing Disclosure Requirements of the Code
Under Rule 8.3(b) of the Code, any person who is, or becomes,
interested in 1 per cent. or more of any class of relevant
securities of the offeree company or of any paper offeror must make
a Dealing Disclosure if the person deals in any relevant securities
of the offeree company or of any paper offeror. A Dealing
Disclosure must contain details of the dealing concerned and of the
person's interests and short positions in, and rights to subscribe
for, any relevant securities of each of: (i) the offeree company;
and (ii) any paper offeror, save to the extent that these details
have previously been disclosed under Rule 8. A Dealing Disclosure
by a person to whom Rule 8.3(b) applies must be made by no later
than 3.30 p.m. (London time) on the Business Day following the date
of the relevant dealing.
If two or more persons act together pursuant to an agreement or
understanding, whether formal or informal, to acquire or control an
interest in relevant securities of an offeree company or a paper
offeror, they will be deemed to be a single person for the purpose
of Rule 8.3.
Details of the offeree and offeror companies in respect of whose
relevant securities Dealing Disclosures must be made can be found
in the Disclosure Table on the Takeover Panel's website at
http://www.thetakeoverpanel.org.uk, including details of the number
of relevant securities in issue, when the offer period commenced
and when any offeror was first identified. If you are in any doubt
as to whether you are required to make a Dealing Disclosure, you
should contact the Panel's Market Surveillance Unit on +44 (0)20
7638 0129.
Publication on Website
A copy of this Announcement will be made available free of
charge, subject to certain restrictions relating to persons
resident in Australia, South Africa, Japan or any other Restricted
Jurisdictions, on Alere's website at
http://www.alere.com/EN_US/about-alere/investor-relations/press-releases/index.jsp
by no later than 12.00 noon (London time) on 24 October 2011 and
will remain available during the course of the Revised Offer.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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