Further cautionary announcement regarding the cash offer by a consortium led by the Bidvest Group Limited 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”) FURTHER CAUTIONARY ANNOUNCEMENT REGARDING THE CASH OFFER BY A CONSORTIUM LED BY THE BIDVEST GROUP LIMITED (“BIDVEST”) (“BIDVEST CONSORTIUM”) TO ACQUIRE UP TO 34.5% OF THE ISSUED ORDINARY SHARE CAPITAL OF ADCOCK INGRAM (“ORDINARY SHARES”), EXCLUDING ANY SHARES OWNED BY SUBSIDIARIES OF ADCOCK INGRAM, (“THE BIDVEST CONSORTIUM OFFER”) Shareholders are referred to the announcements released by Bidvest and the Company on the Stock Exchange News Service (“SENS”) on 2 December 2013 regarding the Bidvest Consortium Offer, which opened for acceptances at 09h00 South Africa time yesterday morning. It is the duty of the independent board of directors of Adcock Ingram (“Adcock Ingram Independent Board”) to act in the best interests of the Company and its shareholders. The Adcock Ingram Independent Board will therefore consider the potential merits of any bona fide offer, whether it is obliged in law to do so or not, that could maximise value for Adcock Ingram shareholders. While the Adcock Ingram Independent Board is still considering the regulatory and other implications (including the possibility that competition authority approval may be required in various jurisdictions) of the Bidvest Consortium Offer, it has now had the opportunity to review the announcement released by the Bidvest Consortium yesterday morning and wishes to draw Adcock Ingram shareholders attention to the following: * this is a cash offer of ZAR70.00 per Ordinary Share for up to 34.5% of the Ordinary Shares, with immediate settlement; * the Bidvest Consortium is offering to acquire on a first come first served basis and not pro rata to existing shareholdings; * the offer is for up to a maximum of 34.5% of the Ordinary Shares and not for 100% of Adcock Ingram; * no prescribed minimum level of acceptances and no minimum offer period has been specified. The Bidvest Consortium may therefore withdraw the Bidvest Consortium Offer at any time and without reaching the 34.5% threshold; * the cash offer price of ZAR70.00 per Ordinary Share is below the current value of the proposed scheme consideration offered by CFR Pharmaceuticals S.A. (“CFR”) (approximately ZAR75.00 per Ordinary Share based on the volume weighted average price of CFR shares for 30 trading days up to and including 2 December 2013, excluding the potential value of synergies that could arise from the combination of Adcock Ingram and CFR); * the “prescribed percentage” threshold of 35.0% for a mandatory offer will not be met. The Bidvest Consortium is under no obligation to make a mandatory offer to all minorities on the same terms once the Bidvest Consortium Offer is closed; * the Bidvest Consortium may acquire negative control by virtue of its shareholding. Should the Bidvest Consortium acquire a shareholding of 25% or more of the Ordinary Shares it will be entitled to vote down resolutions requiring a special majority of Adcock Ingram shareholders (75% of the Ordinary Shares in general meeting), including the resolutions required to approve the Scheme (defined below) or any other potential offer for the Company; and * while the Bidvest Consortium may via its shareholding exercise material influence over Adcock Ingram, the benefits and potential synergies for Adcock Ingram shareholders, who will remain invested alongside the Bidvest Consortium, have not been clearly articulated. In addition, the Bidvest Consortium has not communicated how it would propose to manage potential conflicts of interest or how it would avoid a protracted period of uncertainty regarding its intentions for the Company in the event that it successfully acquires negative control or votes against the Scheme. As shareholders are aware, the scheme of arrangement between the Company and Adcock Ingram shareholders regarding the offer from CFR (“the Scheme”) is due to be considered by Adcock Ingram shareholders at general meetings (“General Meetings”) scheduled for 18 December 2013, some two weeks hence. The full range of benefits of the Scheme for Adcock Ingram shareholders and South Africa have been presented in detail to Adcock Ingram shareholders and are now well publicised. It remains the Adcock Ingram Independent Board’s view that the Scheme is the most attractive opportunity for Adcock Ingram shareholders to maximise value in the near term and over the longer term. The Adcock Ingram Independent Board therefore continues to recommend that Adcock Ingram shareholders vote in favour of the resolutions required to approve the Scheme at the General Meetings. Based on the observations set out in this announcement, any Adcock Ingram shareholder considering whether to tender it’s Ordinary Shares in terms of the Bidvest Consortium Offer should carefully consider the merits and implications in the circumstances. In the announcement released by Bidvest on or around 07h07 South Africa time on 2 December 2013, Bidvest indicated the imminent institution of legal proceedings in respect of the "CFR/Adcock Ingram transactions”. Shareholders are advised that no legal proceeding have yet been instituted. Accordingly, shareholders are 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 3 December 2013 Financial adviser and sponsor Deutsche Securities (SA) (Proprietary) Limited Legal adviser Read Hope Phillips Attorneys Date: 03/12/2013 01:08:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct, indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on, information disseminated through SENS.