ADCOCK INGRAM HOLDINGS LIMITED - Joint announcement regarding the intended consensual termination of the TIA between Adcock and CFR

Joint announcement regarding the intended consensual termination of the TIA between Adcock and 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 Chilean Registry number: 1067
Share Code on the Santiago Stock Exchange: CFR
ISIN: CL0001762831
(“CFR”)

JOINT ANNOUNCEMENT REGARDING THE INTENDED CONSENSUAL TERMINATION OF
THE TRANSACTION IMPLEMENTATION AGREEMENT (“TIA”) BETWEEN ADCOCK
INGRAM AND CFR (“THE PARTIES”), THE PROPOSED TERMINATION OF THE
SCHEME OF ARRANGEMENT AND WITHDRAWAL OF CAUTIONARY

Adcock Ingram shareholders are referred to the announcements
released on the Stock Exchange News Service (“SENS”) of the JSE
Limited by the Company and by The Bidvest Group Limited (“Bidvest”)
on Friday, 31 January 2014, regarding the acquisition by a
consortium comprising Bidvest and Community Investment Holdings
Proprietary Limited of approximately 34.5% of the issued share
capital of the Company (excluding the A and B ordinary shares and
the treasury shares) (“Adcock Ingram Ordinary Shares”).

Shareholders are advised that Adcock Ingram and CFR:

1.   have consulted and are of the common view that there is no
prospect that the special resolutions to approve the scheme of
arrangement proposed between the Company and the holders of Adcock
Ingram Ordinary Shares in relation to the offer from CFR (“the
Scheme”) will be approved by the necessary 75% majority.

2.   have entered into a written agreement (“Termination Agreement”)
providing, inter alia, –

a.   for the consensual termination of the TIA concluded on 11
September 2013, as amended, and accordingly for the termination of
the Scheme, which termination is subject to, and will take effect
upon, receipt of written exemption by the Takeover Regulation Panel
(“TRP”) from the requirement in regulation 101(2) of the Companies
Regulations, 2011 that CFR must proceed with the transactions
contemplated in the TIA. The TRP has already been approached in this
regard;

b.   that until the exemption from the TRP is obtained, neither of
the Parties shall, subject to certain exceptions, seek to enforce
any provisions of the TIA, the Scheme or certain related agreements;
and

c.   that, upon receipt of the exemption from the TRP, neither of
the Parties shall have any claim against the other arising out of or
in connection with the TIA or its termination.

In the circumstances, Adcock Ingram shareholders are advised the
Company does not intend to reconvene the Combined General Meeting
and the Ordinary General Meeting to consider the resolutions to
approve the Scheme, each of which was adjourned in December 2013.

WITHDRAWAL OF CAUTIONARY ANNOUNCEMENT

Given that all relevant information regarding this matter is now in
the public domain, shareholders are advised that they are no longer
required to exercise caution when dealing in the Company’s
securities.

For Adcock Ingram media enquiries:

Brunswick
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
07 February 2014

Financial Adviser and Sponsor to Adcock Ingram
Deutsche Bank

Legal Adviser to Adcock Ingram
Read Hope Phillips Attorneys

Public Relations Adviser to Adcock Ingram
Brunswick

Financial Adviser to CFR
Credit Suisse

Legal Adviser to CFR in South Africa
Bowman Gilfillan Inc.
Legal Adviser to CFR in Chile
Honorato Russi & Eguiguren Limitada

Public Relations Adviser to CFR
College Hill

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