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ADCOCK INGRAM HOLDINGS LIMITED - Update announcement regarding the receipt of non-binding proposals and renewal of cautionary announcement

Release Date: 31/05/2013 11:54
Code(s): AIP     PDF:  
Wrap Text
Update announcement regarding the receipt of non-binding proposals and renewal 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”)

UPDATE ANNOUNCEMENT REGARDING THE RECEIPT OF NON-BINDING PROPOSALS
TO ACQUIRE 100% OF OR A CONTROLLING INTEREST IN THE COMPANY (“THE
PROPOSALS”) AND RENEWAL OF CAUTIONARY ANNOUNCEMENT

Shareholders are referred to     the    announcement   released   by   the
Company on SENS on 9 May 2013.

Ahead of the Company’s interim results for the six month period
ended 31 March 2013, due for release on SENS at approximately 07h00
on Tuesday, 4 June 2013, the board of directors of Adcock Ingram
(“the Board”) wishes to update shareholders regarding the Proposals
and the process it is following.

1. THE PROPOSALS AND THE BOARD’S PROCESS

On 9 May 2013, the Board advised shareholders that it had received
and was in the process of evaluating non-binding proposals to
acquire 100% of or a controlling interest in the Company's
securities.

Shareholders are advised that engagement between the Board and these
potential offerors regarding the Proposals is ongoing.

The Board has established a process for engaging with potential
offerors to ensure appropriate confidentiality in relation to the
Company’s commercially sensitive information, protect the interests
of and provide certainty for Adcock Ingram shareholders, employees,
suppliers and other important stakeholders.

The Board is committed to maximising value for Adcock Ingram
shareholders and believes that the process it has established has
the potential to result in a formal offer, recommended by the Board,
which will be to the benefit of shareholders.

2. RENEWAL OF CAUTIONARY ANNOUNCEMENT

Notwithstanding that the Board has established an orderly process
for engaging with potential offerors, the Board recognises that a
potential offeror, not participating in the Board’s process, is
entitled to approach Adcock Ingram shareholders directly, at any
time, and extend a formal offer to acquire all or a portion of their
shareholding in the Company. Should such an offer eventuate, the
Board will evaluate the offer in line with the Board’s fiduciary and
regulatory responsibilities, including, if necessary, obtaining a
fairness opinion from an independent expert and making a
recommendation to shareholders.

Given that the terms and conditions of the Proposals and the
identities of the potential offerors with whom the Board is
constructively engaging are not yet public, the Board would advise
shareholders to exercise caution when considering whether or not to
accept any formal offer prior to receiving appropriate guidance from
the Board.

The Board continues to caution shareholders that there is no
certainty at this stage that a formal transaction will either be
proposed or concluded. Shareholders are therefore advised to
continue exercising caution when dealing in the Company’s securities
until a further announcement is made.

For media enquiries:
Brunswick
Tel: +27 11 502 7300
Carol Roos
+27 72 690 1230
Marina Bidoli
+27 83 253 0478

Midrand
31 May 2013

Sponsor
Deutsche Securities (SA) Proprietary Limited

Date: 31/05/2013 11:54:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
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