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CMP - Indicative proposal and cautionary announcement
Cipla Medpro South Africa Ltd
(Incorporated in the Republic of South Africa)
(Registration number 2002/018027/06)
Share code: CMP
ISIN: ZAE000128179
(the “Company”, “Cipla Medpro”)
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE
A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION
INDICATIVE PROPOSAL AND CAUTIONARY ANNOUNCEMENT
Further to the withdrawal of the cautionary announcement dated 30 August 2012, in which
shareholders were advised that the discussions referred to in earlier cautionary announcements had
been terminated, shareholders are advised that these discussions recently resumed. Pursuant to
these discussions the Board of Directors of Cipla Medpro (“the Board”) has received an indicative
proposal from Cipla Limited (“Cipla India”), a pharmaceutical company registered in India, listed on
the BSE Limited and the National Stock Exchange of India Limited and its global depository receipts
listed on the Luxembourg Stock Exchange, to acquire an equity stake of approximately 51% of the
issued share capital of the Company for a price per share of ZAR8.55, payable ex the final dividend
for the 2012 financial year, which will be capped at a maximum of ZAR0.10 per share (“the Potential
Offer”). In the event that the proposal and related discussions result in a firm offer being received, the
Board will obtain an independent opinion and express a view on the offer to shareholders as required
by the Companies Act and Regulations.
Cipla India has been a core business partner of the Cipla Medpro Group since the founding of the
business in 1993. Cipla India has been and remains the principal supplier of pharmaceutical products
to the Company. It is a key objective of the parties that any transaction will, amongst others, with the
support of Cipla India, further strengthen the Company’s position in the South African pharmaceutical
market, support the optimisation and expansion of the Company's manufacturing capability and
support the Company's expansion into collaboratively identified African markets.
Cipla India has substantially concluded a due diligence of the Company. The satisfactory conclusion
of discussions and the making of any firm offer by Cipla India will be subject to a number of pre-
conditions including, inter alia, the finalisation of the above due diligence, the satisfactory conclusion
of transaction agreements, the relevant regulatory approvals and approvals by the respective
companies' boards of directors.
Shareholders are accordingly advised that there can be no certainty that these discussions will lead to
a firm offer being made. The indicative proposal and related discussions may have a material effect
on the price of the Company's securities. Accordingly, shareholders are advised to exercise caution
when dealing in the securities of the Company until a further announcement is made.
Information on Cipla India:
Cipla India laid the foundation for the Indian pharmaceutical industry in 1935, with the vision to make
India self-reliant in healthcare. Over the years, Cipla India has emerged as one of the most respected
names not just in India but worldwide. Its state-of-the-art R&D centre has given the country and the
world many firsts. This includes the revolutionary AIDS cocktail for less than a dollar a day. The
company has over 34 manufacturing facilities across India, and manufactures 2,000+ products in 65
therapeutic categories.
With a turnover of over US $ 1.4 billion, Cipla India serves doctors and patients in over 170 countries.
It has earned a name for maintaining one global standard across all its products and services. Cipla
continues to support, improve and save millions of lives with its high-quality drugs and innovative
devices.
Additional information about Cipla India can be found by visiting www.cipla.com.
Information on Cipla Medpro:
Cipla Medpro is one of South Africa's fastest growing pharmaceutical companies and currently third
largest. It is a leading provider of chronic medicines to the public and private sectors, with particular
strength within, inter alia, the cardiovascular, antiretroviral, respiratory and neuropsychiatric
categories. Cipla Medpro has a market capitalisation of approximately R3.4 billion and 446.5 million
ordinary shares in issue as at 21 November 2012.
Johannesburg
21 November 2012
Financial adviser and investment bank to Cipla Medpro: Absa
Transaction Sponsor to Cipla Medpro: Absa
Sponsor to Cipla Medpro: Nedbank Capital
Legal advisers to Cipla Medpro: Norton Rose South Africa
Financial adviser to Cipla India: Morgan Stanley
Legal advisers to Cipla India: Webber Wentzel
Date: 21/11/2012 11:00:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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