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Opinion on Bidvest Offer, posting of Response Circular and Renewal of Cautionary Announcement
Adcock Ingram Holdings Limited
Incorporated in the Republic of South Africa
(Registration number 2007/016236/06)
Share code: AIP ISIN: ZAE000123436
("Adcock" or "the Company")
ADCOCK INDEPENDENT BOARD AND INDEPENDENT EXPERT OPINION ON THE BIDVEST OFFER, POSTING OF THE ADCOCK RESPONSE CIRCULAR AND RENEWAL OF CAUTIONARY ANNOUNCEMENT
1. Introduction
Adcock shareholders are referred to the firm intention announcement released on SENS on 12
March 2015 ("Firm Intention Announcement") wherein it was announced that the board of
directors of Adcock ("the Board") had received a letter of firm intention to make an offer from The
Bidvest Group Limited ("Bidvest"), to acquire the issued ordinary share capital (excluding treasury
shares) of Adcock not already held by Bidvest (the "Remaining Shares") hereinafter referred to as
the ("Bidvest Offer"). Bidvest posted its offer document to Adcock shareholders on 19 March 2015
("Bidvest Offer Circular") triggering the opening of the Bidvest Offer on 20 March 2015.
The Board established a committee of independent directors of the Board constituted for purposes
of the Offer (the "Adcock Independent Board") in accordance with section 108(9) of the
Companies Regulations. The Adcock Independent Board appointed PSG Capital ("the
Independent Expert"), to consider the terms and conditions of the Bidvest Offer and whether such
terms and conditions are fair and reasonable to Adcock shareholders.
2. Opinion of the Independent Expert
Adcock shareholders are advised that the Independent Expert has provided its opinion to the
Adcock Independent Board. Based on the results of the procedures performed, detailed valuation
work and other considerations, the Independent Expert is of the opinion that the terms and
conditions of the Bidvest Offer are fair and reasonable to Adcock shareholders.
Adcock shareholders are advised that in order to obtain a full understanding of the Independent
Expert's opinion ("Opinion") they should obtain a copy of the Opinion which is included in the
Adcock response circular.
3. Adcock Independent Board comments and opinion regarding the Bidvest Offer
3.1 Adcock Independent Board's views on the Bidvest Offer
The Adcock Independent Board has reviewed the terms and conditions of the Bidvest
Offer and having considered the opinion of the Independent Expert, is of the unanimous
view that the Bidvest Offer is fair and reasonable to Adcock shareholders.
Mr M Sacks, a member of the Adcock Independent Board has requested the Adcock
Independent Board to include the following additional observations:
- Apart from being aware that individual circumstances may differ, amongst Adcock
shareholders, other circumstantial factors should be drawn to the attention of
Adcock shareholders and taken into account when considering the Bidvest Offer.
- The Bidvest Offer is not the result of a negotiation between counterparties nor is it
a mandatory offer. It is a general offer, made and defined by a significant Adcock
shareholder (Bidvest) seeking, inter alia, to "remove uncertainty surrounding
Bidvest's intention to acquire the Remaining Shares and provide Adcock
shareholders with certainty in this regard".
- Adcock shareholders should familiarise themselves with the content of the
Company's SENS Announcement on 23 February 2015, captioned, "Termination
by Adcock of the existing BEE transaction, implementation of a new BEE
transaction and cautionary".
- The PIC, South Africa's largest investment institution and a significant shareholder
in Adcock, has already indicated that it will not be accepting the Bidvest Offer.
The only directors of Adcock who hold Adcock shares, Mr B Joffe and Mr R Morar, have
both indicated that they will not be selling their Adcock shares in terms of the Bidvest
Offer.
To the Board's knowledge, other than the Bidvest Offer, there have been no other offers
received during the offer period or during the six month period before the Bidvest Offer
was received.
3.2 The Adcock Share Option Scheme and The Adcock Phantom Option Scheme
In terms of the Bidvest Offer and as required by the Takeover Regulations, Bidvest made
a comparable offer to The Adcock Share Option Scheme and The Adcock Phantom
Option Scheme.
The trustees of The Adcock Share Option Scheme and the Board in respect of The
Adcock Phantom Option Scheme have resolved that they will not accept the comparable
offer and accordingly both The Adcock Share Option Scheme and The Adcock Phantom
Option Scheme, respectively, will remain in full force and effect in accordance with their
terms.
The Adcock Independent Board is aware that individual Adcock shareholders circumstances may
differ and accordingly recommend that Adcock shareholders seek the expert advice of their
respective advisers before deciding whether to accept the Bidvest Offer or not.
4. Important dates and times
The table below sets out the key dates and times relating to the Bidvest Offer.
IMPORTANT DATES AND TIMES 2015
Firm Intention Announcement released on SENS Thursday, 12 March
Firm Intention Announcement published in the press Friday, 13 March
Posting date of the Bidvest Offer Circular to Adcock shareholders Thursday, 19 March
Opening date of the Offer at 09:00 Friday, 20 March
Adcock response announcement released on SENS Monday, 20 April
Adcock response circular posted to Adcock shareholders Monday, 20 April
Last Day to Trade in order to be eligible to accept the Bidvest Offer Thursday, 30 April
Shares trade "ex" the Offer from commencement of trade Monday, 4 May
Record date, being the final date upon which Adcock shareholders must be
Friday, 8 May
recorded in the register in order to be eligible to accept the Bidvest Offer
Closing date of the Bidvest Offer at 12:00 Friday, 8 May
Results of the Bidvest Offer released on SENS Monday, 11 May
Offer consideration posted to Adcock shareholders accepting the Bidvest Offer
Monday, 11 May
(once Documents of Title have been received)
Results of the Bidvest Offer published in the press Tuesday, 12 May
Notes
1. The above dates and times are based on information contained in the Bidvest Offer Circular.
The above dates and times are subject to amendment at Bidvest's discretion, which discretion
includes the ability to extend the Closing Date of the Offer, subject to the prior written approval of
the JSE and TRP being obtained. Any change will be released on SENS and published in the
South African press.
2. The abovementioned dates and times are South African dates and times. All references to days
are to Business Days.
3. Payment of the offer consideration will be made within 6 Business Days of acceptance of the
Bidvest Offer, with the final payment date being Monday, 11 May 2015.
4. Although the salient dates and times are subject to change, such statement may not be
regarded as consent or dispensation for any change to the time period which may be required in
terms of the Takeover Regulations, where applicable, and any such consent or dispensation
must be specifically applied for and approved by the Takeover Regulation Panel.
5. Adcock response circular
The Adcock response circular containing the full opinion of the Independent Expert and Adcock
Independent Board will be posted to shareholders on Monday, 20 April 2015. Copies of the
response circular are also available on the Company's website www.adcock.com and at its
corporate office situated at 1 New Road, Midrand, 1682.
6. Renewal of cautionary
A further announcement regarding the termination of the existing Adcock BEE transaction and
implementation of a new Adcock BEE transaction, including financial effects, will be released on
SENS in due course. Accordingly Adcock shareholders are advised to continue exercising caution
when dealing in their Adcock shares.
7. Responsibility statement
The Adcock Independent Board accepts responsibility for the information contained in this
announcement insofar as it applies to the Company and has placed reliance on the information
pertaining to Bidvest as presented by Bidvest in its firm intention to make an offer.
Johannesburg
20 April 2015
Investment Bank, Financial Advisor and Sponsor to Adcock
Rand Merchant Bank (a division of FirstRand Bank Limited)
Legal Advisor to Adcock
Fluxmans Attorneys
Independent Expert to Adcock
PSG Capital
Date: 20/04/2015 12:20:00 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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