TIDMPRX
RNS Number : 1631I
Proximagen Group PLC
20 July 2012
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART
DIRECTLY OR INDIRECTLY IN, INTO OR FROM ANY JURISDICTION WHERE TO
DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH
JURISDICTION
20 July 2012
RECOMMENDED OFFER
for
Proximagen Group plc ("Proximagen" or the "Company")
by
USL Pharma International UK Limited ("USL") a wholly-owned
subsidiary of Upsher-Smith Laboratories, Inc. ("Upsher-Smith")
(to be implemented by way of a Scheme of Arrangement
under Part 26 of the Companies Act)
Results of Court Meeting and Proximagen General Meeting
On 13 June 2012, the boards of Upsher-Smith and Proximagen
announced that they had reached agreement on the terms of a
recommended acquisition of the entire issued and to be issued
ordinary share capital of Proximagen by USL. It is intended that
the Acquisition will be implemented by way of a Court sanctioned
Scheme of Arrangement under Part 26 of the Companies Act 2006 (the
"Scheme"). The Scheme Document, containing the terms and conditions
of the Scheme, was posted to Proximagen Shareholders on 27 June
2012. Unless otherwise stated, defined terms used in this
announcement have the same meaning as those used in the Scheme
Document.
The Company is now pleased to announce that at the Court Meeting
and the Proximagen General Meeting held earlier today to approve
the Scheme and associated matters, all resolutions were passed by
the requisite majorities. Voting was by way of a poll at both
meetings.
At the Court Meeting, the required majority in number of those
Scheme Shareholders present and voting, either in person or by
proxy, representing approximately 100 per cent. in nominal value of
the Scheme Shares in respect of which votes were cast, voted in
favour of the resolution to approve the Scheme. The voting of those
Scheme Shareholders who cast votes, either in person or by proxy,
at the Court Meeting was as follows:
Number of % of voting Number of % of Scheme Number of
Scheme Shareholders Scheme Shareholders Scheme Shares Shares voted Scheme Shares
voted as
% of total
number of
Scheme Shares
FOR 31 100 48,118,265 100 90.6
AGAINST 0 0 0 0 0
At the Proximagen General Meeting, the special resolution put to
the meeting was duly passed. The full text of the special
resolution is set out in the Notice of General Meeting contained in
the Scheme Document. The voting of those Proximagen Shareholders
who cast votes, either in person or by proxy, at the Proximagen
General Meeting was as follows:
% of Proximagen % of Proximagen
Number of Proximagen Shares voted Number of Proximagen Shares voted
Shares voted that voted Shares voted that voted
'For' 'For' 'Against' 'Against'
Totals (in
person and
by proxy) 58,143,965 100 0 0
For details of the future timetable for the Scheme, please refer
to the Scheme Document.
Copies of this announcement and the Scheme Document are
available free of charge, subject to certain restrictions relating
to persons resident in overseas jurisdictions, on Proximagen's
website (www.proximagen.com), up to and including the Effective
Date. For the avoidance of doubt, the content of that website and
of any other website accessible from that website is not
incorporated into and does not form part of this announcement.
Enquiries:
Proximagen
Kenneth Mulvany (Chief Executive Officer)
James Hunter (Finance Director) +44 (0) 20 7400 7700
WG Partners (Financial Adviser to Proximagen)
David Wilson + 44 (0) 20 7149 6000
Karri Vuori
Cenkos Securities (NOMAD and broker to
Proximagen)
Bobbie Hilliam (NOMAD) +44 (0) 20 7397 8900
Julian Morse
JP Morgan Cazenove (Financial Adviser
to USL and Upsher-Smith)
James Mitford
Christopher Dickinson +44 (0) 20 7742 4000
M:Communications (PR adviser to Proximagen)
Mary-Jane Elliott +44 (0) 20 7920 2330
Sarah Macleod proximagen@mcomgroup.com
Hollie Vile
Kovak-Likly (PR Adviser to Upsher-Smith)
Elizabeth Likly, Principal +1 (203) 762 8833
Bruce Likly, Principal
Charles Stanley & Co Limited, trading as Charles Stanley
Securities and WG Partners, which is authorised and regulated in
the UK by the Financial Services Authority, is acting exclusively
as financial adviser to Proximagen and no one else in connection
with the Acquisition and this announcement and will not be
responsible to anyone other than Proximagen for providing the
protections afforded to its clients nor for providing advice in
connection with the Acquisition or any matter referred to
herein.
J.P. Morgan Limited, which conducts its UK investment banking
business as J.P. Morgan Cazenove and is authorised and regulated in
the UK by the Financial Services Authority, is acting exclusively
as financial adviser for Upsher-Smith and USL and no one else in
connection with the Acquisition and this announcement and will not
be responsible to anyone other than Upsher-Smith and USL for
providing the protections afforded to its clients nor for providing
advice in connection with the Acquisition or any matter referred to
herein.
Cenkos Securities plc, which is authorised and regulated in the
United Kingdom by the Financial Services Authority, is acting as
nominated adviser and broker to Proximagen and no one else in
connection with the matters set out in this announcement and will
not be responsible to anyone other than Proximagen for providing
the protections afforded to its clients nor for providing advice in
relation to the matters set out in this announcement.
This announcement is for information purposes only and does not
constitute an offer to sell or an invitation to purchase any
securities or the solicitation of an offer to buy securities,
pursuant to the Acquisition or otherwise. The Acquisition will be
made solely by means of the Scheme Document, which contains the
full terms and conditions of the Acquisition.
USL reserves the right to elect, with the consent of the Panel
(where necessary), to implement the Acquisition by way of a
Takeover Offer. In such event, the Takeover Offer will be
implemented on substantially the same terms, subject to appropriate
amendments, as those which would apply to the Acquisition.
This announcement has been prepared for the purpose of complying
with English law and the City 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
jurisdictions outside the United Kingdom.
The release, publication or distribution of this announcement in
jurisdictions other than the United Kingdom and the United States
may be restricted by law and therefore any persons who are subject
to the laws of any jurisdiction other than the United Kingdom and
the United States should inform themselves about, and observe any
applicable requirements. In particular, the ability of persons who
are not resident in the United Kingdom or the United States to
execute and deliver the Form of Election may be affected by the
laws of the relevant jurisdictions in which they are located.
Notice to US investors in Proximagen
The Acquisition relates to the shares of an English company that
is a foreign private issuer (as defined under Rule 3b-4 under the
US Exchange Act) and is being made by means of a scheme of
arrangement provided for under English company law. A transaction
effected by means of a scheme of arrangement is not subject to the
tender offer rules or the proxy solicitation rules under the US
Exchange Act. Accordingly, the Acquisition is subject to the
disclosure requirements and practices applicable in the UK to
schemes of arrangement, including the City Code and the AIM Rules,
which differ from the disclosure requirements of United States
tender offer and proxy solicitation rules. Except where expressly
stated otherwise, financial information included in this
announcement and the Scheme Document has been or will have been
prepared in accordance with accounting standards applicable in the
United Kingdom that may not be comparable to financial information
of US companies or companies whose financial statements are
prepared in accordance with generally accepted accounting
principles in the United States. If, in the future, USL exercises
the right to implement the Acquisition by way of a Takeover Offer,
such offer will be made in compliance with applicable laws and
regulations including US securities laws to the extent
applicable.
No registration statement will be filed with the SEC or any
state securities regulators in the US in connection with the
Acquisition, and the Loan Notes to be issued pursuant to the terms
of the Class I CVRs will not be registered under the US Securities
Act. Accordingly, the Class I CVRs and the related Loan Notes are
not being, and unless permitted by applicable laws and regulations
may not be, offered, sold, re-sold, delivered or transferred,
directly or indirectly, in or into the United States or a US
Person.
Neither the SEC, nor any US state securities commission or any
other regulatory authority, has passed upon, or endorsed the merits
of, or approved or disapproved of the Loan Notes to be issued in
connection with the Acquisition, or determined if this announcement
is accurate or adequate. Any representation to the contrary is a
criminal offence in the US.
Notice to New Hampshire residents
Neither the fact that a registration statement or an application
for a license has been filed under Chapter 421-B of the New
Hampshire Revised Statutes Annotated, 1955, as amended, or "RSA,"
with the state of New Hampshire nor the fact that a security is
effectively registered or a person is licensed in the state of New
Hampshire constitutes a finding by the Secretary of State that any
document filed under RSA 421-B is true, complete and not
misleading. Neither any such fact nor the fact that an exemption or
exception is available for a security or a transaction means that
the Secretary of State has passed in any way upon the merits or
qualifications of, or recommended or given approval to, any person,
security or transaction. It is unlawful to make, or cause to be
made, to any prospective purchaser, customer or client any
representation inconsistent with the provisions of this
paragraph.
Disclosure requirements of the Takeover Code (the "Code")
Under Rule 8.3(a) of the Code, any person who is interested in
1% 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 pm (London time) on the 10th Business
Day following the commencement of the offer period and, if
appropriate, by no later than 3.30 pm (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% 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 pm (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).
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 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. You should contact the Panel's Market Surveillance Unit
on +44 (0)20 7638 0129 if you are in any doubt as to whether you
are required to make an Opening Position Disclosure or a Dealing
Disclosure.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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