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ADCOCK INGRAM HOLDINGS LIMITED - Further update extension to the date for fulfilment or waiver of the pre-conditions

Release Date: 17/01/2014 17:30
Code(s): AIP     PDF:  
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Further update extension to the date for fulfilment or waiver of the pre-conditions

            Adcock Ingram Holdings Limited                                      CFR Pharmaceuticals S.A.
      (Incorporated in the Republic of South Africa)                      (Incorporated in the Republic of Chile)
          Registration number: 2007/016236/06                                  Chilean Tax ID: 76.116.242-K
                      Share code: AIP                              Securities Regulation Chilean Registry number: 1067
                   ISIN: ZAE000123436                                Share code on the Santiago Stock Exchange: CFR
          (“Adcock Ingram” or “the Company”)                                       ISIN: CL0001762831
                                                                                          (“CFR”)
 NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION
                      WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF APPLICABLE LAW OR REGULATION

 FURTHER UPDATE AND EXTENSION TO THE DATE FOR FULFILMENT OR WAIVER OF THE PRE-CONDITIONS TO THE
                                 REVISED SCHEME CONSIDERATION

1.      Introduction

        Shareholders of Adcock Ingram and CFR are referred to the joint announcement (“Revised Scheme
        Consideration Announcement”) released by Adcock Ingram and CFR on the Stock Exchange News Service of
        the JSE Limited on Friday, 13 December 2013 regarding, inter alia, CFR’s intention to increase the total
        consideration to be discharged to holders of the Scheme Shares in terms of the Scheme from approximately
        ZAR12.6 billion in aggregate to approximately ZAR12.8 billion in aggregate (based on the fixed attributed
        value of R2.334 per CFR Share) by virtue of the increase in the number of CFR Shares being offered pursuant
        to CFR’s capital increase process in Chile.

2.      CFR Special Shareholders’ Meeting

        Shareholders of Adcock Ingram and CFR are advised that the resolutions proposed at the CFR special
        shareholders’ meeting, held on Friday, 10 January 2014, to authorise CFR board to issue and place the CFR
        Shares upon the terms of the Scheme (as amended), and to approve the new independent expert’s opinion
        were duly passed by the requisite majority of shareholders. The resolutions passed at such special
        shareholders’ meeting have been filed with the Superintendencia de Valores y Seguros, the Chilean
        government agency responsible for supervising the activities and entities participating in the securities and
        insurance markets in Chile, for registration and approval.

3.      Extension to the date for fulfilment or waiver of the pre-conditions to the Revised Scheme Consideration

        The Revised Scheme Consideration Announcement stated that CFR had notified the Adcock Ingram
        Independent Board that it would, subject to the fulfilment or waiver of certain pre-conditions, revise the
        Scheme Consideration (“the CFR Notice”).

        As mentioned in paragraph 6.2 of the Revised Scheme Consideration Announcement, the increase of the
        Scheme Consideration referred to in paragraph 3 of that announcement and the ancillary arrangements
        referred to in that announcement is subject to the fulfilment or waiver of the pre-condition that, by no later
        than 15 January 2014 (or such later date agreed to by CFR and Adcock Ingram), all approvals, consents,
        clearances, permissions and waivers that may need to be obtained, all filings that may need to be made and
        all waiting periods that may need to have expired from or under the laws, regulations or practices applied by
        any relevant regulatory authority (whether inside or outside South Africa) necessary to give effect to the CFR
        Notice are obtained, other than those contemplated in paragraphs 7.6, 7.7 and 7.8 of the Revised Scheme
        Consideration Announcement.

        Shareholders of Adcock Ingram and CFR are further advised that, due to it taking longer than expected to
        obtain the necessary approval from the Companies and Intellectual Property Commission, which approval,
        once received, will necessitate the amended salient dates being submitted to other regulators before
        finalisation of the shareholder documentation, Adcock Ingram and CFR have agreed to extend the date for
        the fulfilment of the pre-condition referred to in the paragraph above to 31 January 2014 (or such later date
        agreed to by CFR and Adcock Ingram).

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
17 January 2014

All terms in uppercase in this announcement that are not defined herein shall bear the same meanings to those set out in the
combined circular to Adcock Ingram shareholders dated 18 November 2013

  Financial Adviser and Sponsor to Adcock Ingram                             Financial Adviser to CFR
                   Deutsche Bank                                                  Credit Suisse

   Legal Adviser to Adcock Ingram in South Africa                      Legal Adviser to CFR in South Africa
            Read Hope Phillips Attorneys                                      Bowman Gilfillan Inc.

       Legal Adviser to Adcock Ingram in Chile                           Legal Adviser to CFR in Chile
                     Prieto y Cia                                     Honorato Russi & Eguiguren Limitada

     Public Relations Adviser to Adcock Ingram                           Public Relations Adviser to CFR
                     Brunswick                                                     College Hill

    Independent Expert to the Adcock Ingram
              Independent Board
 JPMorgan Chase Bank, N.A. (Johannesburg Branch)

GENERAL

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 offer. The offer will be made solely through a circular,
which will contain the full terms and conditions of the offer. Any decision to accept the Scheme of other response to
the proposals should be made only on the basis of the information contained in the circular containing the offer.
This announcement by Adcock Ingram and CFR is made in connection an offer for the securities of a South African
company Adcock Ingram by means of a Scheme. The offer is subject to disclosure requirements under South
African law that are different from those of the United States and Chile. Financial statements included in this
announcement have been prepared in accordance with South African accounting standards that may not be
comparable to the financial statements of United States or Chilean companies.

It may be difficult for you to enforce your rights and any claim you may have arising under the United States
federal securities laws, since Adcock Ingram is located in South Africa, and all of its officers and directors reside
outside of the United States. You may not be able to sue Adcock Ingram or its officers or directors in a foreign
court, including South African courts, for violations of the Unites States securities laws. It may be difficult to
compel Adcock Ingram and its affiliates to subject themselves to a United States court's judgment.

You should be aware that CFR may purchase Adcock Ingram ordinary shares otherwise than under the offer, such
as in open market or privately negotiated purchases.

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 offer 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 offer.



CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

Certain statements in this announcement may be considered forward-looking. Although (1) Adcock Ingram believes
that the expectations reflected in any such forward-looking statements relating to Adcock Ingram are reasonable,
and (2) CFR believes that the expectations reflected in any such forward-looking statements relating to CFR are
reasonable, no assurance can be given by Adcock Ingram or CFR that such expectations will prove to be correct.
Adcock Ingram and CFR do not undertake any obligation to publicly update or revise any of the information given in
this announcement that may be deemed to be forward-looking.

Date: 17/01/2014 05:30:00 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.

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