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Announcement
The Bidvest Group Limited
Incorporated in the Republic of South Africa
(Registration number 1946/021180/06)
Share Code: BVT ISIN: ZAE000117321
(“Bidvest”)
Announcement
Shareholders are referred to the announcement by Bidvest dated April 3 2013 and the
announcement by Adcock Ingram Holdings Limited (“Adcock”) dated April 4 2013.
Bidvest has always been aware that its offer (“Bidvest Offer”) to Adcock shareholders, 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”), required the co-operation of the board of
directors of Adcock (“Adcock Board”). This was clearly stated in the Bidvest Offer.
Bidvest firmly believes that there are no legal deficiencies in the Bidvest Offer. It is clear that if the
Adcock Board wishes to offer its shareholders the opportunity to vote on and receive the Bidvest
Offer, there are no regulatory impediments to that occurring. The reluctance of the Adcock Board to
propose the Scheme is being rationalised and frustrated by insubstantial and irrelevant technical
issues notwithstanding the large weight of Adcock shareholder support for the Adcock Board to
propose the Scheme. The commercial issues being raised are matters on which Adcock shareholders
should decide after taking into account any advice that the Adcock Board may give to them.
Bidvest is of the view that the conditions contained in its offer are normal and reasonable in a
transaction of this nature. In the absence of a due diligence condition and in order to support the
Bidvest Offer, Bidvest’s key areas where it requires comfort are:
- the Scheme would not materially affect the relationship and supply arrangements with Baxter
Healthcare; and
- Adcock’s diluted headline earnings for the six months ended March 31 2013 will be no less than
R2.00 per share which is required to confirm sustainable earnings.
The Adcock Board did not give Bidvest comfort in these areas, and therefore Bidvest could not
eliminate certain conditionality in terms of the Scheme.
Bidvest will engage with Adcock shareholders.
Johannesburg
April 5 2013
Financial Advisor and Sponsor to Bidvest:
Investec Bank Limited
Legal Advisor to Bidvest
Edward Nathan Sonnenbergs
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