TIDMZZZZ TIDMASD
RNS Number : 3728O
Alere Inc
16 September 2011
Not for release, publication or distribution, in whole or in
part, in, into or from Australia, South Africa, Japan or any
jurisdiction where to do so would constitute a violation of the
relevant laws or regulations of such jurisdiction
FOR IMMEDIATE RELEASE
16 September 2011
Alere AS Holdings Limited
Cash Offer by Alere AS Holdings Limited ("Alere AS Holdings" or
the "Offeror") a wholly-owned subsidiary of Alere Inc.
("Alere")
for
Axis-Shield plc ("Axis-Shield" or the "Company")
Second Closing Date Announcement
On 5 August 2011, Alere AS Holdings made a cash offer to acquire
the entire issued (and to be issued) share capital of Axis-Shield,
not already held by it, at an offer price of 460 pence per
Axis-Shield Share (the "Offer").
Levels of acceptances
As required by the Code, Alere AS Holdings announces that as at
1.00 p.m. (London time) on 15 September 2011 (being the second
closing date of the Offer), Alere AS Holdings had received valid
acceptances in respect of 498,754 Axis-Shield Shares, representing
approximately 0.99 per cent. of the current issued share capital of
Axis-Shield and approximately 1.09 per cent. of the Axis-Shield
Shares to which the Offer relates.
As at 1.00 p.m. (London time) on 15 September 2011, Alere AS
Holdings held 4,546,697 Axis-Shield Shares, representing
approximately 9.09 per cent. of the current issued share capital of
Axis-Shield.
Accordingly, as at 1.00 p.m. (London time) on 15 September 2011,
Alere AS Holdings either owned or had received valid acceptances of
the Offer in respect of a total of 5,045,451 Axis-Shield Shares,
representing, in aggregate, approximately 10.09 per cent. of the
current issued share capital of Axis-Shield.
Furthermore, on 16 September 2011, subsequent to the second
closing date of the Offer, Alere AS Holdings entered into
transactions pursuant to which it agreed to acquire an additional
1,000,000 Axis-Shield Shares.
Accordingly, as at the date of this Announcement, Alere AS
Holdings holds, or has agreed to acquire, 5,546,697 Axis-Shield
Shares, representing approximately 11.09 per cent. of the current
issued share capital of Axis-Shield.
Extension of Offer
Alere AS Holdings further announces that the Offer, which
remains subject to the terms and conditions set out or referred to
in the offer document posted to Axis-Shield Shareholders on 11
August 2011 (the "Offer Document"), is being extended and will
remain open for acceptance until the next closing date which will
be 1.00 p.m. (London time) on 10 October 2011. Axis-Shield
Shareholders who have not accepted the Offer are urged to do so as
soon as possible and in any event by 1.00 p.m. (London time)
(corresponding to 2.00 p.m. Oslo time) on 10 October 2011.
Any further extensions of the Offer will be publicly announced
no later than 8.00 a.m. (London time) on the Business Day following
the date on which the Offer was otherwise due to expire, or such
later date or time as the Panel may agree. Alere AS Holdings' offer
price of 460 pence per Axis-Shield Share remains unchanged in
connection with this extension.
Acceptance condition
The Offer is conditional upon Alere AS Holdings receiving valid
acceptances (and not, where permitted, withdrawn) by no later than
1.00 p.m. (London time) (corresponding to 2.00 p.m. Oslo time) on
10 October 2011 (or such later time(s) and/or dates(s) as the
Offeror may, with the consent of the Panel or in accordance with
the Code, decide) in respect of not less than 90 per cent. of
Axis-Shield Shares to which the Offer relates and not less than 90
per cent. of the voting rights carried by those shares (or, in
either case, such lower percentage as the Offeror may decide).
However, this condition will not be satisfied unless the Offeror
and/or any other members of the Alere Group have acquired or agreed
to acquire, whether pursuant to the Offer or otherwise, Axis-Shield
Shares carrying, in aggregate, more than 50 per cent. of the voting
rights then normally exercisable at general meetings of
Axis-Shield. In this Condition:
(a) shares which have been unconditionally allotted but not
issued before the Offer becomes or is declared unconditional as to
acceptances, whether pursuant to the exercise of any outstanding
subscription or conversion rights or otherwise, shall be deemed to
carry the voting rights they will carry on being entered into the
register of members of Axis-Shield;
(b) the expression "Axis-Shield Shares to which the Offer
relates" shall be construed in accordance with sections 974 to 991
(inclusive) of the Companies Act 2006;
(c) Axis-Shield Shares that cease to be held in treasury before
the Offer becomes or is declared unconditional as to acceptances
are Axis-Shield Shares to which the Offer relates; and
(d) valid acceptances shall be treated as having been received
in respect of any Axis-Shield Shares that the Alere Group shall,
pursuant to section 979(8) and, if applicable, section 979(9)
Companies Act 2006, be treated as having acquired or
unconditionally contracted to acquire by virtue of acceptances of
the Offer.
Satisfaction of condition
Alere AS Holdings is pleased to announce that the German Federal
Cartel Office ("Bundeskartellamt") has unconditionally approved the
Offer. Accordingly, the related condition to the Offer has been
fulfilled.
Acceptance procedure
The following applies in relation to holders of Axis-Shield
Shares listed on the Official List of the UKLA and admitted to
trading on the main market of the London Stock Exchange
("Axis-Shield UK Shares"):
To accept the offer in respect of certificated Axis-Shield UK
Shares, the UK Form of Acceptance should be completed, signed and
returned as soon as possible and, in any event, so as to be
received by Capita Registrars, Corporate Actions, The Registry, 34
Beckenham Road, Beckenham, Kent BR3 4TU, United Kingdom by not
later than 1.00 p.m. (London time) on 10 October 2011.
Acceptances in respect of uncertificated Axis-Shield UK Shares
should be made electronically through CREST so that the TTE
instruction settles by not later than 1.00 p.m. (London time) on 10
October 2011. If you are a CREST sponsored member you should refer
to your CREST sponsor as only your CREST sponsor will be able to
send the necessary TTE instruction to Euroclear.
The following applies in relation to holders of Axis-Shield
Shares listed in Norway on the Oslo Bors and held as depositary
receipts ("Axis-Shield Norwegian Shares"):
To accept the offer in respect of Axis-Shield Norwegian Shares,
the Norwegian Form of Acceptance should be completed, signed and
returned as soon as possible and, in any event, so as to be
received by Nordea, Securities Services - Issuer Services, P.O. Box
1166 Sentrum, N-0107 Oslo, Norway (fax: +47 22 48 63 49) not later
than 2.00 p.m. (Oslo time) on 10 October 2011.
Axis-Shield Shareholders who have not accepted the Offer are
urged to do so as soon as possible and in any event by 1.00 p.m.
(London time) (corresponding to 2.00 p.m. Oslo time) on 10 October
2011.
Interests in relevant securities
Save for the interests set out below, as at the date of this
Announcement, neither Alere AS Holdings, nor any of the Alere AS
Holdings Directors or any other member of the Alere Group, nor, so
far as the Alere AS Holdings Directors are aware, any person acting
in concert (within the meaning of the Code) with Alere AS Holdings
for the purposes of the Offer, has any interest in, right to
subscribe for, or has borrowed or lent any Axis-Shield Shares or
securities convertible or exchangeable into Axis-Shield Shares
(including pursuant to any long exposure, whether conditional or
absolute, to changes in the prices of securities) or right to
subscribe for or purchase the same or holds any options (including
traded options) in respect of or has any right to acquire any
Axis-Shield Shares or derivatives referenced to Axis-Shield Shares
("Axis-Shield Securities"), nor does any such person have any short
position (whether conditional or absolute and whether in the money
or otherwise) including any short position under a derivative, any
agreement to sell or any delivery obligation or right to require
another person to purchase or take delivery in relation to
Axis-Shield Securities.
As at the date of this Announcement, Alere AS Holdings holds, or
has agreed to acquire, 5,546,697 Axis-Shield Shares representing
approximately 11.09 per cent. of the current issued share capital
of Axis-Shield.
In addition to the above, as required by the Code, Alere AS
Holdings confirms as follows:
(a) no acceptances of the Offer have been received from parties
acting in concert (within the meaning of the Code) with Alere AS
Holdings; and
(b) neither Alere AS Holdings, nor any person acting in concert
(within the meaning of the Code) with Alere AS Holdings, has
received any irrevocable commitments or letters of intent in
respect of Axis-Shield Shares to accept the Offer.
General
Unless expressly defined in this Announcement, defined terms
used in this Announcement shall have the same meanings as set out
in the offer document posted to Axis-Shield Shareholders on 11
August 2011 (the "Offer Document").
A copy of this Announcement will be made available free of
charge, subject to certain restrictions relating to persons
resident in Australia, South Africa, Japan or any other Restricted
Jurisdictions, on Alere's website at
http://investor.alere.com/news--media/news---press-releases.aspx by
no later than 12.00 noon (London time) on 19 September 2011 and
will remain available during the course of the Offer.
Enquiries
Alere Inc. and Alere AS Holdings Tel: +1 (781) 647 3900
Jon Russell, Vice President, Finance
Doug Guarino, Spokesman, Press Office
Jefferies International Limited Tel: +44 (0)20 7029 8000
(Financial Adviser & Corporate Broker)
Ian Crosbie
Tariq Hussain
Julian Smith (Corporate Broking)
Citigate Dewe Rogerson Tel: +44 (0)20 7282 2945
(Public Relations Adviser)
Ginny Pulbrook
Jos Bieneman
This Announcement does not constitute or form part of any offer
or invitation to sell or purchase any securities or the
solicitation of an offer to purchase, otherwise acquire, subscribe
for, sell or otherwise dispose of any securities, pursuant to the
Offer or otherwise.The Offer is made solely by the Offer Document
which contains the full terms and conditions of the Offer,
including details of how the Offer may be accepted. Please
carefully read the Offer Document in its entirety before making a
decision with respect to the Offer.
APPENDIX
SOURCES OF INFORMATION AND BASES OF CALCULATION
In this Announcement, unless otherwise stated or the context
otherwise requires, the following bases and sources have been
used:
1. References to the existing issued share capital of
Axis-Shield is based on 49,997,913 Axis-Shield Shares being in
issue (as sourced from the Regulatory Information Service Rule 2.10
Announcement released by Axis-Shield on 15 July 2011).
2. References to Alere AS Holdings either owning or having
received valid acceptances of the Offer in respect of approximately
10.09 per cent. of the current issued share capital of Axis-Shield
are calculated by dividing the 5,045,451 Axis-Shield Shares that
Alere AS Holdings either owns or has received valid acceptances of
the Offer in respect of by 49,997,913 Axis-Shield Shares referred
to in paragraph 1 of this Appendix.
3. References to Alere AS Holdings having received valid
acceptances of the Offer in respect of approximately 1.09 per cent.
of the Axis-Shield Shares to which the Offer relates are calculated
by dividing the 498,754 Axis-Shield Shares that Alere AS Holdings
has received valid acceptances of the Offer in respect of by
45,451,216 Axis-Shield Shares (being the 49,997,913 Axis-Shield
Shares referred to in paragraph 1 of this Appendix less the
4,546,697 Axis-Shield Shares held by Alere AS Holdings (as at 1.00
p.m. (London time) on 15 September 2011) which are not Axis-Shield
Shares "to which the Offer relates" and are therefore not counted
towards satisfaction of the acceptance condition).
Jefferies, which is authorised and regulated in the United
Kingdom by the Financial Services Authority, is acting as exclusive
financial adviser to Alere and Alere AS Holdings and no one else in
connection with the Offer and will not be responsible to anyone
other than Alere and Alere AS Holdings for providing the
protections afforded to clients of Jefferies or for providing
advice in relation to the contents of this Announcement, in
connection with the Offer or any other matter referred to herein or
in the Offer Documents.
The Offer is for the securities of a corporation organised under
the laws of Scotland and is subject to the procedure and disclosure
requirements of the United Kingdom, which are different from those
of the United States. The Offer is being made in the United States
pursuant to Section 14(e) of, and Regulation 14E under, the US
Securities Exchange Act of 1934, as amended (the "Exchange Act"),
subject to the exemptions provided by Rule 14d-1(c) under the
Exchange Act and otherwise in accordance with the requirements of
the Code. Accordingly, the Offer is subject to disclosure and other
procedural requirements, including with respect to withdrawal
rights, the offer timetable, settlement procedures and timing of
payments that are different from those applicable under US domestic
tender offer procedures and laws.
It may be difficult for US holders of Axis-Shield Shares to
enforce their rights and any claim arising out of the US federal
securities laws, since Axis-Shield is located in a non-US
jurisdiction, and some or all of its officers and directors may be
residents of a non-US jurisdiction. US holders of Axis-Shield
Shares may not be able to sue a non-US company or its officers or
directors in a non-US court for violations of US securities laws.
Further, it may be difficult to compel a non-US company and its
affiliates to subject themselves to a US court's judgment.
The receipt of cash pursuant to the Offer by a holder of
Axis-Shield Shares may be a taxable transaction for US federal
income tax purposes and under applicable state and local income tax
laws, as well as under foreign and other tax laws. Each holder of
Axis-Shield Shares is urged to consult his independent professional
adviser immediately regarding the tax consequences of acceptance of
the Offer.
In accordance with and subject to the applicable laws and
regulatory requirements of the United Kingdom and pursuant to Rule
14e-5(b) of the Exchange Act, Alere and/or Alere AS Holdings and/or
its or their nominees or brokers (acting as agents) may from time
to time make purchases of, or arrangements to purchase, Axis-Shield
Shares other than pursuant to the Offer. These purchases, or
arrangements to purchase, may occur either in the open market at
prevailing prices or in private transactions at negotiated prices
and shall comply with applicable rules in the United Kingdom and
applicable United States securities laws. In addition, in
accordance with and subject to the applicable laws and regulatory
requirements of the United Kingdom and the United States, the
financial advisors to Alere and Alere AS Holdings, or their
respective affiliates and separately identifiable departments, may
make purchases of, or arrangements to purchase, Axis-Shield Shares
outside of the Offer or engage in trading activities involving
Axis-Shield Shares and various related derivative transactions in
the normal course of their business. Any information about such
purchases will be disclosed as required in the UK and will be
available from the Regulatory News Service on the London Stock
Exchange website, www.londonstockexchange.com . This information
will also be publicly disclosed in the United States to the extent
that such information is made public in the United Kingdom and in
Norway as required by law or regulation.
This Announcement has been prepared for the purpose of complying
with English law and the Code and 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 of other
jurisdictions outside the United Kingdom. The release, publication
or distribution of this Announcement in certain jurisdictions may
be restricted by law. Persons who are not resident in the United
Kingdom or who are subject to other jurisdictions should inform
themselves of, and observe, any applicable legal or regulatory
requirements. Any failure to comply with the applicable
requirements may constitute a violation of the securities laws of
any such jurisdiction. To the fullest extent permitted by
applicable law, the companies involved in the proposed Offer
disclaim any responsibility or liability for the violation of such
restrictions by any person.
Neither the US Securities and Exchange Commission nor any
securities commission of a state in the United States has: (a)
approved or disapproved of the Offer; (b) passed upon the merits or
fairness of the Offer; or (c) passed upon the adequacy or accuracy
of the disclosure in this Announcement. Any representation to the
contrary is a criminal offence in the United States.
The availability of the Offer to Axis-Shield Shareholders who
are not resident in the United Kingdom may be affected by the laws
of the relevant jurisdictions in which they are resident. Persons
who are not resident in the United Kingdom should inform themselves
of, and observe, any applicable requirements.
Unless otherwise determined by Alere AS Holdings, this
Announcement and the Offer will not be made, directly or
indirectly, in or into any jurisdiction where to do so would
violate the laws in that jurisdiction (a "Restricted Jurisdiction")
or by use of any means or instrumentality (including, without
limitation, telex, facsimile transmission, telephone, internet or
other forms of electronic communication) of interstate or foreign
commerce, or of any facility of a national securities exchange of
any Restricted Jurisdiction. Unless so determined by Alere AS
Holdings, the Offer will not be capable of acceptance by any such
use, means or instrumentality or facility of any Restricted
Jurisdiction.
Copies of this Announcement will not be, and must not be,
directly or indirectly, mailed or otherwise forwarded (including,
without limitation, by telex, facsimile transmission, telephone,
internet or other forms of electronic communication), distributed
or sent in, into or from any Restricted Jurisdiction.
Alere AS Holdings reserves the right to elect, with the consent
of the Panel (where necessary), to implement the acquisition of
Axis-Shield by way of a court-approved scheme of arrangement in
accordance with Part 26 of the Companies Act 2006. In such event,
the acquisition will be implemented on substantially the same
terms, subject to appropriate amendments, as those which would
apply to the Offer.Dealing Disclosure Requirements of the Code
Under Rule 8.3(a) of the Code, any person who is interested in 1
per cent. or more of any class of relevant securities of an offeree
company or of any paper offeror (being any offeror other than an
offeror in respect of which it has been announced that its offer
is, or is likely to be, solely in cash) must make an Opening
Position Disclosure following the commencement of the offer period
and, if later, following the announcement in which any paper
offeror is first identified. An Opening Position Disclosure must
contain details of the person's interests and short positions in,
and rights to subscribe for, any relevant securities of each of:
(i) the offeree company; and (ii) any paper offeror(s). An Opening
Position Disclosure by a person to whom Rule 8.3(a) applies must be
made by no later than 3.30 p.m. (London time) on the 10th Business
Day following the commencement of the offer period and, if
appropriate, by no later than 3.30 p.m. (London time) on the 10th
Business Day following the announcement in which any paper offeror
is first identified. Relevant persons who deal in the relevant
securities of the offeree company or of a
paper offeror prior to the deadline for making an Opening
Position Disclosure must instead make a Dealing Disclosure.
Under Rule 8.3(b) of the Code, any person who is, or becomes,
interested in 1 per cent. or more of any class of relevant
securities of the offeree company or of any paper offeror must make
a Dealing Disclosure if the person deals in any relevant securities
of the offeree company or of any paper offeror. A Dealing
Disclosure must contain details of the dealing concerned and of the
person's interests and short positions in, and rights to subscribe
for, any relevant securities of each of: (i) the offeree company;
and (ii) any paper offeror, save to the extent that these details
have previously been disclosed under Rule 8. A Dealing Disclosure
by a person to whom Rule 8.3(b) applies must be made by no later
than 3.30 p.m. (London time) on the Business Day following the date
of the relevant dealing.
If two or more persons act together pursuant to an agreement or
understanding, whether formal or informal, to acquire or control an
interest in relevant securities of an offeree company or a paper
offeror, they will be deemed to be a single person for the purpose
of Rule 8.3.
Opening Position Disclosures must also be made by the offeree
company and by any offeror and Dealing Disclosures must also be
made by the offeree company, by any offeror and by any persons
acting in concert with any of them (see Rules 8.1, 8.2 and 8.4 of
the Code).
Details of the offeree and offeror companies in respect of whose
relevant securities Opening Position Disclosures and Dealing
Disclosures must be made can be found in the Disclosure Table on
the Takeover Panel's website at http://www.thetakeoverpanel.org.uk,
including details of the number of relevant securities in issue,
when the offer period commenced and when any offeror was first
identified. If you are in any doubt as to whether you are required
to make an Opening Position Disclosure or a Dealing Disclosure, you
should contact the Panel's Market Surveillance Unit on +44 (0)20
7638 0129.
Publication on Alere website
A copy of this Announcement and the Offer Document is and will
be available free of charge, subject to certain restrictions
relating to persons resident in Restricted Jurisdictions, for
inspection on Alere's website at www.alere.com during the course of
the Offer.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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