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THE BIDVEST GROUP LIMITED - Proposed offer by Bidvest to acquire up to 100% of Adcock Ingram Holdings Limited

Release Date: 23/02/2015 08:36
Code(s): BVT     PDF:  
Wrap Text
Proposed offer by Bidvest to acquire up to 100% of Adcock Ingram Holdings Limited

The Bidvest Group Limited
Incorporated in the Republic of South Africa
(Registration number 1946/021180/06)
Share Code: BVT ISIN: ZAE000117321
(“Bidvest”)



PROPOSED OFFER BY BIDVEST TO ACQUIRE UP TO 100% OF ADCOCK INGRAM HOLDINGS LIMITED (“Adcock”)



1.    Introduction

      Shareholders are referred to the Securities Exchange News announcement released by
      Adcock today detailing, subject to certain conditions precedent, the termination of its existing
      BEE transaction and the implementation of a new BEE transaction (the “Announcement”). As
      set out in the Announcement, upon the termination of Adcock’s existing BEE transaction, Blue
      Falcon Trading 69 Proprietary Limited (“Blue Falcon”) and the Mpho ea Bophelo Trust (the
      “Bophelo Trust”) will collectively retain 2,571,000 dividend-acquired Adcock ordinary shares
      (the “Dividend Shares”).

2.    Rationale for the Proposed Offer

      Bidvest has agreed with Blue Falcon and the Bophelo Trust to purchase the Dividend Shares
      at R52.00 per Adcock ordinary share for cash. This purchase however requires such Dividend
      Shares to be released from the restrictions contained in the existing Adcock BEE transaction.
      The board of directors of Adcock has consented to such release of the Dividend Shares
      subject to:

      •         Adcock ordinary shareholders approving the cancellation of the existing Adcock
                BEE transaction and accordingly enabling the release; and
      •         Bidvest making an offer at the same price (R52.00 per Adcock share) to all Adcock
                ordinary shareholders.

      Accordingly, Bidvest intends to make an offer to acquire from Adcock ordinary shareholders all
      outstanding ordinary shares of Adcock, excluding treasury shares, not already beneficially
      owned by Bidvest at R52.00 per share in cash (the “Proposed Offer”).

      Furthermore, the making of the Proposed Offer will remove the uncertainty surrounding
      Bidvest’s intention to acquire the remaining Adcock ordinary shares that it does not already
      own and the implementation thereof will provide Adcock ordinary shareholders with certainty in
      this regard.

3.    Terms of the Proposed Offer

      The offer consideration payable by Bidvest to Adcock ordinary shareholders who accept the
      Proposed Offer will be R52.00 in cash per Adcock share (“Offer Consideration”). The Offer
      Consideration represents a premium of 13% to the Volume Weighted Average Price per
      Adcock share for the 30 days ended February 20 2015, being R46.03.
      The Proposed Offer will be made in due course in compliance with the relevant regulatory
      requirements and will be conditional upon such regulatory approvals and/or consents as may
      be required, including the approval of the Takeover Regulation Panel. To the extent required,
      the approval of the competition authorities has already been obtained.


February 23 2015
Johannesburg


Investment Bank, Financial Advisor and Sponsor
Investec Bank Limited


Legal Advisor
Edward Nathan Sonnenbergs Inc.

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