ADCOCK INGRAM HOLDINGS LIMITED - Announcement regarding the acquisition of a material interest in the company and renewal of cautionary

Announcement regarding the acquisition of a material interest in the company and renewal of cautionary

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”)

ANNOUNCEMENT REGARDING THE ACQUISITION OF A MATERIAL INTEREST IN THE
COMPANY AND RENEWAL OF CAUTIONARY

Adcock Ingram shareholders are referred to the announcement released
on SENS by The Bidvest Group Limited (“Bidvest”) at approximately
10h15 this morning. The independent board of Adcock Ingram (“the
Independent Board”) wishes to advise shareholders that approximately
39 million Adcock Ingram ordinary shares equating to approximately
22% of the issued ordinary share capital of the Company (excluding
the A and B ordinary shares and the treasury shares) (“Adcock Ingram
Ordinary Shares”) traded on 30 January 2014.

Shareholders will be aware that the Public Investment Corporation
(“PIC”) and Bidvest, who held more than 25% of the Adcock Ingram
Ordinary Shares in aggregate prior to yesterday, have each publicly
expressed their opposition to the scheme of arrangement proposed
between Adcock Ingram and the holders of Adcock Ingram Ordinary
Shares regarding the offer from CFR Pharmaceuticals S.A. (“CFR”)
(“the Scheme”) to be voted on at the Combined General Meeting and
the Ordinary General Meeting (“the General Meetings”), adjourned in
December 2013. Since the General Meetings were adjourned, the
Independent Board is aware that CFR has been attempting to engage
with the PIC to address its concerns in relation to the Scheme.

It has now been confirmed to Adcock Ingram that most of the
approximately 39 million Adcock Ingram Ordinary Shares that traded
on 30 January 2014 were acquired by the consortium comprising
Bidvest and Community Investment Holdings Proprietary Limited (“the
Bidvest Consortium”). As a consequence, the Bidvest Consortium,
which now holds approximately 32% of the Adcock Ingram Ordinary
Shares, is in a position to unilaterally block the approval of the
Scheme.

In the circumstances, the Independent Board cannot envisage a
realistic basis on which the Scheme will be approved. However,
unless and until otherwise agreed between the Company and CFR (and
subject also to any regulatory approvals that may be required) the
Company and CFR remain bound in terms of the Transaction
Implementation Agreement (as amended) (“TIA”) entered into between
them on 11 September 2013 to proceed with the proposal of the Scheme
to Adcock Ingram Ordinary Shareholders at the adjourned General
Meetings. The Independent Board will be urgently engaging with CFR
regarding the implications of these developments for both the Scheme
and the TIA.
Shareholders are accordingly 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 January 2014

Financial Adviser and Sponsor to Adcock Ingram
Deutsche Bank

Legal Adviser to Adcock Ingram in South Africa
Read Hope Phillips Attorneys

Public Relations Adviser to Adcock Ingram
Brunswick

Date: 31/01/2014 12:45:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
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