ADCOCK INGRAM HOLDINGS LIMITED - Unsolicited proposal from the Bidvest Group Limited and withdrawal of cautionary announcement

Unsolicited proposal from the Bidvest Group Limited and withdrawal of cautionary announcement

Adcock Ingram Holdings Limited
(Incorporated in the Republic of South Africa)
Registration number 2007/016236/06
Share code: AIP
ISIN: ZAE000123436
(“Adcock Ingram” or “the Company”)

UNSOLICITED PROPOSAL FROM THE BIDVEST GROUP LIMITED (“BIDVEST”)
REGARDING THE ACQUISITION OF 60.0% (ON A FULLY DILUTED BASIS) OF THE
ENTIRE ORDINARY ISSUED SHARE CAPITAL OF ADCOCK INGRAM, INCLUDING THE
SHARES ALREADY OWNED BY BIDVEST (“BIDVEST PROPOSAL”) AND WITHDRAWAL
OF CAUTIONARY ANNOUNCEMENT

1. INTRODUCTION
Shareholders are referred to the announcements released by the
Company on SENS on 22 March 2013 and 2 April 2013 regarding a letter
received from Bidvest (“the Bidvest Letter”) setting-out the Bidvest
Proposal, to be implemented by way of a scheme of arrangement in
terms of section 114 read together with section 115 of the Companies
Act, No 71 of 2008 (“Scheme”).

2. THE BIDVEST PROPOSAL HAS LAPSED
The Bidvest Proposal was subject to the condition (in paragraph 3.1
of the Bidvest Letter) that “by not later than 2 April 2013, Bidvest
receive an undertaking by the Board of directors of AIH to cooperate
with Bidvest in the implementation of the Transaction and in
particular to propose a Scheme”. On 2 April 2013, the independent
board of Adcock Ingram (“Independent Board”) advised both Bidvest
and Adcock Ingram shareholders that it would not propose a Scheme on
the basis of the Bidvest Proposal given the Independent Board’s
material concerns with the Bidvest Proposal.

The Bidvest Proposal has therefore lapsed in accordance with its
terms. Shareholders are accordingly advised that there is no longer
a proposal from Bidvest before the Independent Board.

3. THE INDEPENDENT BOARD’S POSITION IS CLEAR
Shareholders are referred to the Independent Board’s detailed
response to the Bidvest Letter published on 2 April 2013 (“Adcock
Ingram Response Letter”).

The Independent Board’s decision not to propose a Scheme was based
on its assessment of the Bidvest Proposal and the potential for
prejudice to Adcock Ingram shareholders.

Over and above the legal deficiencies in the Bidvest Letter, the
Independent Board’s other material concerns with respect to the
Bidvest Proposal included the:
- high level of conditionality;
- retention by Bidvest of unilateral “walk-away” rights;
- unacceptable uncertainty as to the proposed offer consideration;
- absence of comparable offers for Adcock Ingram’s black economic
  empowerment shareholders and employees;
- inclusion of a discriminatory proposed top-up offer; and
- lack of guidance for minority shareholders regarding the potential
  benefits of being part of a Bidvest-controlled Adcock Ingram and
  attendant proposed protections in respect of potential risks.

Whilst the Independent Board retains an open mind regarding a new
proposal from Bidvest, it would expect any new proposal to address
not only the legal deficiencies but also the Independent Board’s
other material concerns with the Bidvest Proposal, as set out in the
Adcock Ingram Response Letter.

4. WITHDRAWAL OF CAUTIONARY ANNOUNCEMENT
Shareholders are advised that there is currently no indication from
Bidvest that a new proposal will be forthcoming. Given that the
Bidvest Proposal has lapsed and that all known information regarding
the Bidvest Proposal is in the public domain, shareholders are
advised that the cautionary is withdrawn in respect of the Company’s
securities.

For media enquiries:
Brunswick
Tel: +27 11 502 7300
Rob Pinker
+27 83 326 7794
Carol Roos
+27 72 690 1230
Kieron Stevenson
+27 72 610 8793

Midrand
4 April 2013

Financial adviser
Deutsche Bank

Legal advisers
Read Hope Phillips Attorneys

Public relations adviser
Brunswick

Sponsor
Deutsche Securities (SA) Proprietary Limited

Deutsche Securities (SA) Proprietary Limited (“Deutsche Bank”), a
non-bank member of the Deutsche Bank Group, is acting for Adcock
Ingram and no one else in connection with the Bidvest Proposal and
will not be responsible to anyone other than Adcock Ingram for
providing the protections afforded to clients of Deutsche Bank or
for providing advice in relation to the Bidvest Proposal.

Date: 04/04/2013 04:03:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
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