ADCOCK INGRAM HOLDINGS LIMITED - Joint update and renewal of cautionary announcement regarding a potential cash and shares offer by CFR

Joint update and renewal of cautionary announcement regarding a potential cash and shares offer by CFR

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”)

CFR Pharmaceuticals S.A.
(Incorporated in the Republic of Chile)
Chilean Tax ID: 76,116,242-K
Securities Regulation Registry number: 1067
Share code: CFR
ISIN: CL0001762831
(“CFR”)

JOINT UPDATE AND RENEWAL OF CAUTIONARY ANNOUNCEMENT REGARDING     A
POTENTIAL CASH AND SHARES OFFER BY CFR (“POTENTIAL OFFER”)

Adcock Ingram shareholders are referred to the joint detailed
cautionary announcement released by the Company on SENS on
Wednesday, 11 September 2013 (“11 September Announcement”) in which
the boards of directors of Adcock Ingram and CFR (“the Boards”)
advised Adcock Ingram shareholders that Adcock Ingram and CFR had
reached agreement on the proposed terms and conditions of the
Potential Offer and had entered into a transaction implementation
agreement in regard thereto (“TIA”).

In the 11 September Announcement, Adcock Ingram shareholders were
advised that the TIA sets out, inter alia, the basis on which CFR
would, subject to the fulfilment or waiver of certain pre-
conditions, make an offer to acquire 100% of the issued share
capital of Adcock Ingram (“Adcock Ingram Ordinary Shares”), other
than the issued A and B ordinary share capital (“the Bophelo Scheme
Shares”) and any Adcock Ingram Ordinary Shares held by subsidiaries
of the Company (“Treasury Shares”), by way of a scheme of
arrangement (“the Scheme”) in terms of section 114 of the Companies
Act 71 of 2008 (“the Companies Act”).

The Boards are pleased to advise Adcock Ingram shareholders of the
following progress since the 11 September Announcement:

* CFR has concluded final agreements with Blue Falcon 69 Trading
Proprietary Limited (“Blue Falcon”) and the trustees of the Mpho Ea
Bophelo Trust (“Bophelo Trust”), the holders of the Bophelo Scheme
Shares, regarding the retention of their ownership interests in
Adcock Ingram after implementation of the Scheme, if it is proposed
and implemented. Blue Falcon’s current shareholders are Kagiso
Strategic Investment III Proprietary Limited, the Mookodi Pharma
Trust and the Kurisani Youth Development Trust. The beneficiaries of
the Bophelo Trust are the BEE staff members of the Company;
* CFR has concluded final agreements with Baxter Healthcare S.A
(“Baxter”)   regarding  the   licensing,   distribution  and  supply
arrangements with Adcock Ingram’s Hospital Products Division.
Accordingly, Baxter has undertaken to consent to the change in
shareholding with respect to the existing agreements between Adcock
Ingram and Baxter, upon implementation of the Scheme;
* CFR has concluded a final agreement with Medreich Limited
(“Medreich”), the Company’s Indian joint venture partner, to
continue with the joint venture agreement governing Adcock Ingram
India, a 49.9% owned joint venture, upon implementation of the
Scheme;
* CFR has engaged with Adcock Ingram’s major shareholders and
received significant support for the Potential Offer. Adcock Ingram
shareholders representing approximately 45.0% of the total issued
share capital of Adcock Ingram have already pledged support for the
Scheme by providing either irrevocable commitments to vote or
letters of support in relation to the Scheme. This is a high level
of support given the fragmented nature of the Company’s shareholder
base. Only a limited number of requested shareholder undertakings
are still to be received; and
* At a special shareholders meeting, CFR shareholders passed all
resolutions necessary to effect the issue of new CFR shares to
Adcock Ingram Ordinary Shareholders pursuant to the Scheme, if it is
proposed and implemented, and placed such shares under the control
of the board of directors of CFR. CFR’s capital increase process in
Chile has accordingly been initiated and regulatory approvals in
Chile required for implementing the capital increase and placement
of the new CFR shares have been requested from the Chilean
Superintendencia   de  Valores   y  Seguros   (“SVS”),  the  Chilean
government agency responsible for supervising the activities and
entities participating in the securities and insurance markets in
Chile.

Adcock Ingram and CFR are working toward procuring the fulfilment of
the outstanding pre-conditions to the TIA as soon as possible. On
fulfilment or waiver of the outstanding pre-conditions, the TIA will
automatically be deemed to constitute notification of a firm
intention by CFR to make an offer to Adcock Ingram Ordinary
Shareholders, as contemplated in the Companies Act and the Companies
Regulations, 2011, and a joint firm intention announcement will be
released. Adcock Ingram Shareholders are cautioned that there
remains no certainty that the outstanding pre-conditions will be
fulfilled or waived and therefore advised to continue exercising
caution when dealing in the Company’s securities until a further
announcement is made.

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

For CFR media enquiries:
College Hill
Amelia Soares
+27 82 654 9241
Mark Garraway
+27 82 610 1226

Midrand
30 October 2013

Sponsor to Adcock Ingram
Deutsche Securities (SA) Proprietary Limited

The release, publication or distribution of this announcement in
jurisdictions other than South Africa may be restricted by law and
therefore, any persons who are subject to the laws of any
jurisdiction other than South Africa should inform themselves about
and observe any applicable requirements in those jurisdictions. 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 and regulations of any jurisdiction other than South
Africa.

This announcement is not intended to, and does not, constitute, or
form part of, an offer to sell or an invitation to purchase or
subscribe for any securities or a solicitation of any vote or
approval in any jurisdiction. This announcement does not constitute
a prospectus or a prospectus equivalent document. Shareholders are
advised to read carefully any formal documentation in relation to
the Potential Offer. The Potential Offer will be made solely through
a circular, which will contain the full terms and conditions of the
Potential Offer. Any decision to accept the Potential Offer or other
response to the proposals should be made only on the basis of the
information contained in the circular containing the Potential
Offer.

The TIA is, and the Potential Offer will be, governed by the laws of
South Africa, which may substantially differ from those of Chile and
the United States.

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