RNS Number:6150J
BBI Holdings PLC
11 December 2007
Not for release, publication or distribution, in whole or in part, in or into or
from Canada, Australia or Japan or any other any jurisdiction where to do so
would constitute a violation of the relevant laws of such jurisdiction
FOR IMMEDIATE RELEASE
11 December 2007
Recommended Proposal for the acquisition
of
BBI HOLDINGS PLC ("BBI")
by
INVERNESS MEDICAL INNOVATIONS, INC. ("INVERNESS")
Summary
* The Boards of Inverness and BBI today announce that
they have reached agreement on the terms of a recommended Proposal for Inverness
to acquire the entire issued and to be issued share capital of BBI save for
those shares already owned by the Inverness Group.
* BBI Scheme Shareholders will receive 0.069 New
Inverness Shares for each BBI Scheme Share, valuing each BBI Scheme Share at 195
pence and the present issued share capital of BBI at #83.7 million.
* This represents a premium of 25.0 per cent. to the
Closing Price of 156 pence per BBI Share on 10 December 2007, being the last
Business Day before the Proposal was announced.
* BBI Scheme Shareholders may alternatively elect to
receive Cash Consideration of 185 pence for each BBI Scheme Share, representing
a premium of approximately 18.6 per cent. to the Closing Price of a BBI Share of
156 pence on 10 December 2007.
* It is proposed that Inverness acquires the BBI Scheme
Shares by means of the Scheme of Arrangement (involving a reduction in share
capital).
* The BBI Board unanimously recommends BBI Scheme
Shareholders to vote in favour of the Proposal as they have irrevocably
undertaken to do so in respect of their and their connected persons' beneficial
holdings of 2,814,093 BBI Shares representing approximately 6.6 per cent. of the
existing issued ordinary share capital of BBI and approximately 7.5 per cent. of
the existing issued ordinary share capital of BBI not owned by the Inverness
Group at the date of this announcement.
* The Inverness Group owns 5,208,333 BBI Shares at the
date of this announcement.
Ron Zwanziger CEO of Inverness, commented: "We are pleased to propose that BBI
join the Inverness family of companies. We have had a long and positive
relationship with BBI, and Inverness strongly believes that their capabilities
in developing novel lateral flow based rapid diagnostic products and in
developing and manufacturing high performance reagents and biological materials
for use in those products would greatly complement our existing business."
David Evans, Chairman of BBI, added, "Teaming up with Inverness represents a
great opportunity for BBI to expand its activities much more rapidly than it
could as an independent company, and we are delighted that our past close
working relationships have now culminated in the proposal for BBI to become part
of Inverness."
The Proposal is subject to a number of conditions including the approval of the
BBI Scheme Shareholders and the sanction of the Court. The Scheme Documents are
expected to be sent to BBI Scheme Shareholders on or about 21 December 2007 and
the anticipated timetable for the implementation of the Proposal will be set out
therein.
The anticipated date for posting of the Scheme Documents is based on BBI's
current expectations and may be subject to change.
If the expected date of the Court Hearing of BBI's application for the sanction
of the Scheme is changed, BBI will give adequate notice of the change by issuing
an announcement through a Regulatory Information Service.
This summary should be read in conjunction with the full text of the
announcement.
Enquiries:
Inverness +1 (781) 647 3900
(Director of Corporate Relations)
Doug Guarino
IDJ Limited +44 (0)20 7355 1200
(Financial adviser to Inverness)
John Incledon
David Bolton
BBI +44(0) 2920 747232
David Evans, Chairman
Julian Baines, Chief Executive
Cenkos Securities +44(0)20 7397 8900
(Financial adviser to BBI)
Ian Soanes
Adrian Hargrave
Parkgreen Communications +44(0)20 7479 7933
(Public Relations adviser to BBI)
Paul McManus
Cenkos Securities plc, which is authorised and regulated in the UK by the
Financial Services Authority is acting for BBI and no-one else in connection
with the Proposal and will not be responsible to anyone other than BBI for
providing the protections afforded to clients of Cenkos Securities plc or for
giving advice in relation to the Proposal nor any other matter referred to in
this announcement.
IDJ Limited, which is authorised and regulated in the UK by the Financial
Services Authority, is acting for Inverness and no-one else in connection with
the Proposal and will not be responsible to anyone other than Inverness for
providing protections afforded to clients of IDJ Limited or for giving advice in
relation to the Proposal nor any other matter referred to in this announcement.
Overseas jurisdictions
This announcement does not constitute an offer or invitation to acquire or
exchange securities in Inverness or BBI or the solicitation of any vote or
approval in any jurisdiction pursuant to the Proposal or otherwise. The
Proposal will be made solely through the Scheme Documents, which will provide
and contain the full terms and conditions of the Proposal, including details of
how to vote in respect of the Proposal. Any response to the Proposal should be
made only on the basis of the information contained in the Scheme Documents.
The implications of the Scheme for overseas BBI Scheme Shareholders may be
affected by the laws of the relevant jurisdictions. Such overseas BBI Scheme
Shareholders should inform themselves about and observe any applicable legal
requirements. It is the responsibility of each overseas BBI Scheme Shareholder
to satisfy himself as to the full observance of the laws of the relevant
jurisdiction in connection therewith, including the obtaining of any
governmental, exchange control or other consents which may be required to be
observed and the payment of any issue, transfer or other taxes in such
jurisdictions. The distribution of this announcement in jurisdictions other
than England and Wales may be restricted by law and therefore persons in such
jurisdictions into whose possession this announcement comes should inform
themselves about and observe such restrictions. This announcement has been
prepared for the purposes of complying with English law and the City Code.
NOTICE TO US SHAREHOLDERS of BBI
For US securities law purposes, the exchange offer described in this
announcement will be made for the securities of a foreign company by means of a
scheme of arrangement under Section 425 of the United Kingdom Companies Act
1985. The offer is subject to disclosure and procedural requirements of a
foreign country that are different from those of the United States. Financial
statements relating to BBI included or incorporated in the Scheme Documents will
be prepared in accordance with foreign accounting standards that may not be
comparable to the financial statements of United States companies.
It may be difficult for you to enforce your rights and any claim you may have
arising under United States federal securities laws, since BBI is located in a
foreign country, and some or all of its officers and directors may be residents
of a foreign country. You may not be able to sue BBI or its officers or
directors in a foreign court for violations of the U.S. securities laws. It may
be difficult to compel BBI and its affiliates to subject themselves to a U.S.
court's judgment.
You should be aware that Inverness may purchase securities otherwise than
pursuant to the scheme of arrangement, such as in the open market or privately
negotiated purchases.
Forward-looking statements
This announcement includes forward-looking statements with respect to the
financial condition, results of operations and businesses of Inverness and BBI
and certain plans and objectives of the Boards of Inverness and BBI with respect
to them. These forward-looking statements can be identified by the fact that
they do not relate only to historical or current facts. Forward-looking
statements often use words such as "anticipate", "expect", "estimate", "intend",
"plan", "goal", "believe", "will", "may", "should", "would", "could", or other
words of similar meaning. These statements are based on assumptions and
assessments made by the Boards of Inverness and BBI in light of their experience
and their perception of historical trends, current conditions, expected future
developments and other factors they believe appropriate. By their nature,
forward-looking statements involve risk and uncertainty, because they relate to
events and depend on circumstances that will occur in the future and the factors
described in the context of such forward-looking statements in this announcement
could cause actual results and developments to differ materially from those
expressed in or implied by such forward-looking statements. These risks and
uncertainties include, among others, the risk that the Scheme is not completed,
including the risk that required shareholder and regulatory approvals for the
Scheme may not be obtained; diversion of management's attention away from other
business concerns; the risks associated with the development, generally, of the
combined company's overall strategic objectives; the ability of the combined
company to build additional value in its business; the existence of
unanticipated technical, commercial or other setbacks related to the combined
company's products and services; and the other risks set forth in Inverness'
most recent Annual Report on Form 10-K and Quarterly Report on Form 10-Q filed
with the United States Securities and Exchange Commission. The combined company
may not successfully integrate the operations of Inverness and BBI in a timely
manner, or at all, and the combined company may not realise the anticipated
benefits or synergies of the Scheme.
Should one or more of these risks or uncertainties materialise, or should
underlying assumptions prove incorrect, actual results may vary materially from
those described herein. BBI and Inverness assume no obligation to update or
correct the information contained in this announcement.
Dealing disclosure requirements
Under the provisions of Rule 8.3 of the City Code, if any person is, or becomes,
"interested" (directly or indirectly) in 1 per cent. or more of any class of
"relevant securities" of BBI or Inverness, all "dealings" in any "relevant
securities" of that company (including by means of an option in respect of, or a
derivative referenced to, any such "relevant securities") must be publicly
disclosed by no later than 3.30 pm (London time) on the London business day
following the date of the relevant transaction. This requirement will continue
until the date on which the Scheme becomes effective or the Proposal lapses or
is otherwise withdrawn or on which the "offer period" otherwise ends. If two or
more persons act together pursuant to an agreement or understanding, whether
formal or informal, to acquire an "interest" in "relevant securities" of BBI or
Inverness, they will be deemed to be a single person for the purpose of Rule
8.3.
Under the provisions of Rule 8.1 of the City Code, all "dealings" in "relevant
securities" of BBI or of Inverness by BBI or Inverness, or by any of their
respective "associates", must be disclosed by no later than 12.00 noon (London
time) on the London business day following the date of the relevant transaction.
These disclosures should be sent to the Company Announcements Office of the
London Stock Exchange (fax number: +44 (0)20 7638 1554).
Disclosure forms and further advice can be obtained from the monitoring section
of the Panel (tel: +44 (0)20 7382 9026; fax +44 (0)20 7236 7005). A disclosure
table, giving details of the companies in whose "relevant securities" "dealings"
should be disclosed, and the number of such securities in issue, can be found on
the Takeover Panel's website at www.thetakeoverpanel.org.uk.
"Interests in securities" arise, in summary, when a person has long economic
exposure, whether conditional or absolute, to changes in the price of
securities. In particular, a person will be treated as having an "interest" by
virtue of the ownership or control of securities, or by virtue of any option in
respect of, or derivative referenced to, securities.
If you are in any doubt as to the application of Rule 8 to you, please contact
an independent financial adviser authorised under the Financial Services and
Markets Act 2000, consult the Panel's website at www.thetakeoverpanel.org.uk or
contact the Panel on telephone number +44 (0) 20 7638 0129; fax +44 (0) 207236
7013.
In accordance with Rule 2.10 of the City Code, Inverness confirms that
immediately prior to commencement of trading on 10 December 2007 it had
75,716,646 shares of $0.001 each in issue and admitted to listing on AMEX under
the US ISIN Code US46126P1066. In accordance with Rule 2.10 of the City Code,
BBI confirms that it has 42,917,735 shares of 2.5 pence each in issue and
admitted to trading on the London Stock Exchange's AIM market for listed
securities under the UK ISIN Code GB00B00M4S16.
Not for release, publication or distribution, in whole or in part, in or into or
from Canada, Australia or Japan or any other any jurisdiction where to do so
would constitute a violation of the relevant laws of such jurisdiction
FOR IMMEDIATE RELEASE
11 December 2007
Recommended Proposal for the acquisition
of
BBI HOLDINGS PLC ("BBI")
by
INVERNESS MEDICAL INNOVATIONS, INC. ("INVERNESS")
1. Introduction
The Boards of Inverness and BBI are pleased to announce that they have reached
agreement on the terms of a recommended Proposal for Inverness to acquire the
entire issued and to be issued share capital of BBI save for those shares
already owned by the Inverness Group.
It is intended that the Proposal will be effected by means of a scheme of
arrangement under section 425 of the Companies Act involving a reduction of
capital under section 135 of the Companies Act which requires the approval of
BBI Scheme Shareholders and the sanction of the Court. However, Inverness
reserves the right, in its sole discretion, to implement the Proposal by making
a takeover offer instead under section 428 of the Companies Act.
In order to give effect to the Proposal, BBI Scheme Shareholders will need to
vote in favour of the Scheme Resolutions to be proposed at the BBI Court Meeting
and the BBI General Meeting. An announcement of when both these meetings will
be held will be made in due course.
The BBI Directors, who have been so advised by Cenkos, consider the terms of the
Proposal to be fair and reasonable and unanimously recommend that BBI Scheme
Shareholders vote in favour of the Scheme Resolutions to be proposed at the BBI
Court Meeting and at the BBI General Meeting to give effect to the Proposal, as
those BBI Directors who own BBI Shares have irrevocably undertaken to do in
respect of their and their connected persons' beneficial holdings of 2,814,093
BBI Shares representing approximately 6.6 per cent. of the existing issued
ordinary share capital of BBI. In providing its advice to the BBI Board, Cenkos
has taken into account the commercial assessments of the BBI Directors.
2. Summary Terms of the Proposal
It is proposed that the acquisition of BBI by Inverness will be effected by way
of a scheme of arrangement between BBI and BBI Scheme Shareholders under section
425 of the Companies Act involving a reduction of share capital under section
135 of the Companies Act. The implementation of the Scheme is subject to
satisfaction or, where relevant, waiver of the Conditions (which are set out in
Appendix II to this announcement). If the Scheme becomes effective, the BBI
Scheme Shares will be cancelled and BBI Scheme Shareholders on the BBI register
of members at the Scheme Record Time will (subject to any elections for Cash
Consideration - see below) receive Share Consideration comprising:
for each BBI Scheme Share: 0.069 New Inverness Shares
Based on the Inverness Closing Price the Share Consideration values each BBI
Share at 195 pence. This represents a premium of 25.0 per cent. to the Closing
Price of 156 pence per BBI Share on 10 December 2007, being the last Business
Day before the proposal was announced.
Fractional entitlements to New Inverness Shares will not be issued to BBI Scheme
Shareholders. However, BBI Scheme Shareholders will receive, in lieu of any
fraction of a New Inverness Share, a cash payment equal to the fraction of a New
Inverness Share which they would otherwise have received multiplied by the
Closing Price of an Inverness Share on the Business Day preceding the Scheme
Effective Date.
If all of the BBI Scheme Shareholders elect to receive the Share Consideration
the Scheme is expected to result in the issue to BBI Scheme Shareholders of
approximately 2.60 million New Inverness Shares, representing approximately 3.32
per cent. of the issued share capital of Inverness as enlarged by the
acquisition of BBI.
In the event that BBI Scheme Shareholders choose not to receive the Share
Consideration they may elect to receive the Cash Consideration by completing the
Cash Election Form. The Cash Consideration comprises:
for each BBI Scheme Share: 185 pence in cash
representing a premium of approximately 18.6 per cent. to the Closing Price of
156 pence per BBI Share on 10 December 2007, being the last Business Day before
the Proposal was announced.
On the Scheme becoming effective, it will be binding on all BBI Scheme
Shareholders including any BBI Scheme Shareholders who did not vote to approve
the Scheme or who voted against the Scheme.
The New Inverness Shares shall rank pari passu with all other Inverness Shares
in issue on the date on which the New Inverness Shares are issued and shall have
the right to receive all dividends, distributions and other entitlements made or
paid on the Inverness Shares for which the record date occurs after such date of
issue.
The aggregate Share Consideration (assuming that no BBI Scheme Shareholders
elect to take the Cash Consideration) values the BBI Shares now in issue at
approximately #83.7 million and the BBI Scheme Shares (which exclude the BBI
Shares already owned by the Inverness Group) now in issue at approximately #73.5
million. The aggregate Cash Consideration (assuming that all BBI Scheme
Shareholders elect to take the Cash Consideration) values such BBI Shares at
approximately #79.4 million and such BBI Scheme Shares at approximately #69.8
million.
The Proposal and the Scheme are also subject to satisfaction or (where relevant)
waiver of the Conditions set out in Appendix I of this announcement, including
the approval of BBI Shareholders and the sanction of the Court.
3. Principal conditions of the Proposal and implementation of the Scheme
The Conditions to the Proposal and implementation of the Scheme are set out in
full in Appendix I of this announcement.
4. Background to, reasons for, and benefits of the Proposal
BBI was established in 1999 to manufacture gold colloids and conjugates for use
primarily in point of care diagnostics tests and was admitted to trading on AIM
in April 2004. Subsequently the business expanded its activities into developing
new point of care tests on behalf of diagnostic companies and later into the
manufacturing of test kits.
Since admission to AIM BBI has made a number of acquisitions that have
strengthened the position of its core diagnostic business and widened its
operations into the manufacture of natural enzymes and sale of proprietary
medical products.
BBI and Inverness already enjoy a close strategic working relationship, with
Inverness already owning approximately 12.1 per cent. of BBI's issued ordinary
share capital and having an option to subscribe for a further 5,332,300 BBI
Shares at a subscription price of #1 per share. The Directors believe the
Proposal makes strong strategic sense and will allow both BBI and Inverness to
further exploit the operating synergies that exist between them.
Both Inverness and BBI benefit individually from strong management teams and
staff experienced in the diagnostics development process and Inverness intends
to maintain the expertise that exists within BBI. It is the Inverness Directors'
intention to further develop the businesses of BBI following completion of the
Proposal and, therefore, the Inverness Directors do not have any current plans
to change the principal locations of BBI's business.
The BBI Directors consider that the terms of the Proposal appropriately reflect
the value that BBI is expected to bring to Inverness. They also consider, that
the Proposal represents an opportunity for BBI Scheme Shareholders either to
realise the value in their investment at an attractive level or to retain an
investment in BBI's business via Inverness, a global leader in BBI's market.
5. Information relating to the Inverness Group
The Inverness Group is a global leader in rapid point-of-care diagnostics. Its
products, as well as its new product development efforts, focus on infectious
disease, blood borne pathogens, cardiology, oncology, drugs of abuse and women's
health. The Inverness Group has grown its businesses by making selected
strategic acquisitions and leveraging its proprietary lateral flow immunoassay
technology and its strong intellectual property portfolio. It has an experienced
research and development team and a continuing commitment to product
development, and has a demonstrated capability for introducing new and
innovative products through internal research and development efforts. The
Inverness Group's business currently is organised into three reportable
segments: professional diagnostic products, consumer diagnostic products and
vitamins and nutritional supplements.
The Inverness Group is a leader in the worldwide professional point-of-care
diagnostic test market. Its professional diagnostic products are sold in
approximately 90 countries through its direct sales force and an extensive
network of independent global distributors. Its products, as well as its new
product development efforts, focus on infectious disease, blood borne pathogens,
cardiology, oncology, drugs of abuse and women's health. The Inverness Group
offers its customers an extensive array of rapid diagnostic test products that
address the need for quick and accurate results at the point-of-care. It also
offers products in a variety of other platforms, including enzyme-linked
immunosorbent assay, or ELISA, tests, the AtheNA Multi-Lyte ANA Test System,
indirect fluorescent antibody, or IFA, and microbiology assay tests and serology
diagnostic products.
Further information regarding Inverness (including financial information) will
be set out in the Scheme Documents.
6. Information relating to the BBI Group
BBI was formed in 1999 and admitted to trading on AIM in 2004. BBI is involved
in the development and manufacture of rapid test diagnostic products. BBI
derives income from four core areas: the manufacture and supply of diagnostic
reagents; contract product development; rapid test manufacture; and diabetes
healthcare. Tests are currently being developed and/or manufactured for, amongst
others, food borne pathogens, bacteria in blood platelets, a range of allergens
and drugs of abuse. In addition, the BBI Group is developing in-house
proprietary technology for application in diagnostic products.
In May 2007 BBI acquired Theratase Plc ("Theratase") which is engaged in the
manufacture of specialist naturally derived enzymes which are sold to the
world's healthcare market, in particular the diagnostic and therapeutic
segments. Enzymes are proteins which are the body's biological catalysts,
driving complex reactions that occur in all living organisms. Theratase group's
products are purified from a variety of naturally sourced raw materials
including plant and animal tissue and microbial matter. The specification and
treatment of these materials is of crucial importance, and Theratase maintains a
close working relationship with its suppliers, who come from all over the world
including the UK, Brazil, Australia, New Zealand, and South Africa. Theratase
utilises a variety of sophisticated extraction, filtration and chromatography
techniques to isolate the required enzyme or enzymes from the initial material.
Further information regarding BBI (including financial information) will be set
out in the Scheme Documents.
7. BBI Share Schemes
Appropriate proposals will be made by Inverness to BBI Optionholders in
accordance with Rule 15 of the City Code.
8. Recommendation
The Board of BBI, which has been so advised by Cenkos, considers the terms of
the Proposal to be fair and reasonable. In providing advice to the BBI
Directors, Cenkos has taken into account the commercial assessments of the BBI
Directors.
Accordingly, the BBI Directors unanimously recommend that all BBI Scheme
Shareholders vote in favour of the Scheme Resolutions to be proposed at the BBI
Court Meeting and the BBI General Meeting, as they have irrevocably undertaken
to do in relation to their respective, entire beneficial and connected holdings
amounting, in aggregate, to 2,814,093 BBI Shares, representing approximately 6.6
per cent. of the existing issued share capital of BBI.
9. Irrevocable Undertakings and disclosure of interests in BBI Shares
As at the date of this announcement, a wholly owned subsidiary of Inverness
beneficially owns 5,208,333 BBI Shares (representing approximately 12.1 per
cent. of BBI's present issued ordinary share capital) and has an option to
subscribe for a further 5,332,300 BBI Shares at a subscription price of #1 per
share. In addition a Director of Inverness and his connected persons
beneficially own 292 BBI shares.
The BBI Directors have entered into irrevocable undertakings to vote in favour
of the Scheme Resolutions in respect of their respective entire beneficial and
connected holdings of, in aggregate, 2,814,093 BBI Shares, representing
approximately 6.6 per cent. of the existing issued share capital of BBI. These
undertakings will continue to be binding even in the event of a higher competing
offer for BBI being announced and cannot be withdrawn other than in the event of
the Scheme lapsing or being withdrawn. Details of the irrevocable undertakings
are provided in Appendix II.
Save for the shareholdings and irrevocable undertakings referred to above,
neither Inverness nor, so far as Inverness is aware, any person acting in
concert with Inverness has any interest in, or right to subscribe for, any
relevant securities of BBI, 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, or any "arrangement" in
relation to relevant securities of BBI and neither Inverness nor BBI, or any
associate of Inverness or BBI ("associate" having the meaning given to that
phrase in the City Code), is party to any indemnity or option arrangement or any
agreement or understanding, formal or informal, of whatever nature, relating to
relevant securities of BBI which may be an inducement to deal or refrain from
dealing in such securities. For these purposes "arrangement" includes any
agreement to sell or any delivery obligation or right to require another person
to purchase or take delivery and borrowing and lending of relevant securities of
BBI. Neither Inverness nor any person acting in concert with Inverness has
borrowed or lent any relevant securities of BBI.
10. Directors and Employees
Each of the BBI Directors has agreed to remain as a director of BBI after
completion of the Proposal apart from Messrs Evans, Gregory, Percival and Wilson
who have agreed to resign from the Board of BBI on the date on which the Scheme
becomes effective.
Inverness has given assurances that, following the Scheme becoming effective,
the existing employment rights, including accrued pension rights, of BBI's
employees will be fully safeguarded and its plans for BBI do not include any
material changes in the conditions of employment of BBI employees.
11. Inducement Fee Agreement and Implementation Agreement
Inducement Agreement
On 3 December 2007, BBI and Inverness entered into an inducement fee agreement
as an inducement to Inverness proceeding with the Proposal. Under the
agreement, BBI has agreed to pay Inverness an inducement fee of 1% of the gross
value of the Proposal (inclusive of any applicable VAT) if certain specified
circumstances occur including, but not limited to, withdrawal by BBI of the
Proposal once it has already been recommended and if the Proposal lapses because
of a competing offer. In addition, under the agreement, Inverness has agreed to
pay BBI a break fee of 1% of the gross value of the Proposal (inclusive of any
applicable VAT) if certain specified circumstances occur including, but not
limited to, the withdrawal by Inverness and the adverse modification of the
terms proposed other than as a result of a material change in the trading or
financial position of BBI, material breach of the agreement by BBI or failure to
disclose material information by BBI.
Implementation Agreement
On 10 December 2007 BBI and Inverness entered into an implementation agreement
in connection with the Proposal, pursuant to which each of them has undertaken
(subject to and taking into account the fiduciary duties of their respective
directors), amongst other things, to use all reasonable endeavours to achieve
satisfaction of the Conditions to the Scheme as soon as reasonably practicable,
to co-operate together in the publication of all Scheme Documents and the taking
of all necessary steps in order to give effect to the Scheme. In addition, BBI
has agreed to conduct its business in accordance with an agreed set of
principles.
12. Financing of the Proposal
The Cash Consideration will be funded from existing bank facilities available to
Inverness. IDJ Limited, financial adviser to Inverness, has confirmed that it
is satisfied that sufficient financial resources are available to Inverness to
satisfy the full Cash Consideration payable to BBI Shareholders under the terms
of the Scheme.
13. De-Listing
The London Stock Exchange will be requested to cancel the trading in BBI Shares
on AIM with effect from the close of business on the Business Day immediately
prior to the Scheme Effective Date. The last day of dealings in BBI Shares on
AIM is expected to be 31 January 2008 (being the Business Day immediately prior
to the Scheme Effective Date) and no transfers of BBI Shares will be registered
after 6.00 p.m. on that date. On the Scheme Effective Date, share certificates
in respect of BBI Shares will cease to be valid. In addition, entitlements to
BBI Shares held within the CREST system will be cancelled on the Scheme
Effective Date.
14. Overseas shareholders
The availability of the Proposal to overseas holders of BBI Scheme Shares may be
affected by the laws of the relevant jurisdiction. Any persons who are subject
to the laws of any jurisdiction other than the UK should inform themselves about
and observe any applicable requirements. Further details in relation to overseas
holders of BBI Scheme Shares will be contained in the Scheme Documents.
Notice to US Shareholders of BBI
For US securities law purposes, the exchange offer described in this
announcement will be made for the securities of a foreign company by means of a
scheme of arrangement under Section 425 of the United Kingdom Companies Act
1985. The offer is subject to disclosure and procedural requirements of a
foreign country that are different from those of the United States. Financial
statements relating to BBI included or incorporated in the Scheme Documents will
be prepared in accordance with foreign accounting standards that may not be
comparable to the financial statements of United States companies.
It may be difficult for you to enforce your rights and any claim you may have
arising under United States federal securities laws, since BBI is located in a
foreign country, and some or all of its officers and directors may be residents
of a foreign country. You may not be able to sue BBI or its officers or
directors in a foreign court for violations of the U.S. securities laws. It may
be difficult to compel BBI and its affiliates to subject themselves to a U.S.
court's judgment.
You should be aware that Inverness may purchase securities otherwise than
pursuant to the scheme of arrangement, such as in the open market or privately
negotiated purchases.
15. Further information
Appendix I contains the conditions to the Proposal and implementation of the
Scheme. Appendix II contains certain additional information including the bases
and sources of certain financial information contained in this announcement.
Certain terms used in this announcement are defined in Appendix III.
This announcement does not constitute an offer or invitation to acquire or
exchange securities in Inverness or BBI. Holders of BBI Scheme Shares are
advised to read carefully the formal documentation relating to the Proposal,
once it has been dispatched.
There are no agreements or arrangements to which Inverness is a party which
relate to the circumstances in which it may or may not invoke or seek to invoke
a pre-condition or a condition to completion of the Proposals.
Enquiries:
Inverness +1 (781) 647 3900
(Director of Corporate Relations)
Doug Guarino
IDJ Limited +44 (0)20 7355 1200
(Financial adviser to Inverness)
John Incledon
David Bolton
BBI +44 (0) 2920 747232
David Evans, Chairman
Julian Baines, Chief Executive
Cenkos Securities +44(0)20 7397 8900
(Financial adviser to BBI)
Ian Soanes
Adrian Hargrave
Parkgreen Communications +44(0)20 7479 7933
(Public Relations adviser to BBI)
Paul McManus
Cenkos Securities plc, which is authorised and regulated in the UK by the
Financial Services Authority is acting for BBI and no-one else in connection
with the Proposal and will not be responsible to anyone other than BBI for
providing the protections afforded to clients of Cenkos Securities plc or for
giving advice in relation to the Proposal nor any other matter referred to in
this announcement.
IDJ Limited, which is authorised and regulated in the UK by the Financial
Services Authority, is acting for Inverness and no-one else in connection with
the Proposal and will not be responsible to anyone other than Inverness for
providing protections afforded to clients of IDJ Limited or for giving advice in
relation to the Proposal nor any other matter referred to in this announcement.
Overseas jurisdictions
This announcement does not constitute an offer or invitation to acquire or
exchange securities in Inverness or BBI or the solicitation of any vote or
approval in any jurisdiction pursuant to the Proposal or otherwise. The
Proposal will be made solely through the Scheme Documents, which will provide
and contain the full terms and conditions of the Proposal, including details of
how to vote in respect of the Proposal. Any response to the Proposal should be
made only on the basis of the information contained in the Scheme Documents.
The implications of the Scheme for overseas BBI Scheme Shareholders may be
affected by the laws of the relevant jurisdictions. Such overseas BBI Scheme
Shareholders should inform themselves about and observe any applicable legal
requirements. It is the responsibility of each overseas BBI Scheme Shareholder
to satisfy himself as to the full observance of the laws of the relevant
jurisdiction in connection therewith, including the obtaining of any
governmental, exchange control or other consents which may be required to be
observed and the payment of any issue, transfer or other taxes in such
jurisdictions. The distribution of this announcement in jurisdictions other
than England and Wales may be restricted by law and therefore persons in such
jurisdictions into whose possession this announcement comes should inform
themselves about and observe such restrictions. This announcement has been
prepared for the purposes of complying with English law and the City Code.
Forward-looking statements
This announcement includes forward-looking statements with respect to the
financial condition, results of operations and businesses of Inverness and BBI
and certain plans and objectives of the Boards of Inverness and BBI with respect
to them. These forward-looking statements can be identified by the fact that
they do not relate only to historical or current facts. Forward-looking
statements often use words such as "anticipate", "expect", "estimate", "intend",
"plan", "goal", "believe", "will", "may", "should", "would", "could", or other
words of similar meaning. These statements are based on assumptions and
assessments made by the Boards of Inverness and BBI in light of their experience
and their perception of historical trends, current conditions, expected future
developments and other factors they believe appropriate. By their nature,
forward-looking statements involve risk and uncertainty, because they relate to
events and depend on circumstances that will occur in the future and the factors
described in the context of such forward-looking statements in this announcement
could cause actual results and developments to differ materially from those
expressed in or implied by such forward-looking statements. These risks and
uncertainties include, among others, the risk that the Scheme is not completed,
including the risk that required shareholder and regulatory approvals for the
Scheme may not be obtained; diversion of management's attention away from other
business concerns; the risks associated with the development, generally, of the
combined company's overall strategic objectives; the ability of the combined
company to build additional value in its business; the existence of
unanticipated technical, commercial or other setbacks related to the combined
company's products and services; and the other risks set forth in Inverness'
most recent Annual Report on Form 10-K and Quarterly Report on Form 10-Q filed
with the United States Securities and Exchange Commission. The combined company
may not successfully integrate the operations of Inverness and BBI in a timely
manner, or at all, and the combined company may not realise the anticipated
benefits or synergies of the Scheme.
Should one or more of these risks or uncertainties materialise, or should
underlying assumptions prove incorrect, actual results may vary materially from
those described herein. BBI and Inverness assume no obligation to update or
correct the information contained in this announcement.
Dealing disclosure requirements
Under the provisions of Rule 8.3 of the City Code, if any person is, or becomes,
"interested" (directly or indirectly) in 1 per cent. or more of any class of
"relevant securities" of BBI or Inverness, all "dealings" in any "relevant
securities" of that company (including by means of an option in respect of, or a
derivative referenced to, any such "relevant securities") must be publicly
disclosed by no later than 3.30 pm (London time) on the London business day
following the date of the relevant transaction. This requirement will continue
until the date on which the Scheme becomes effective or the Proposal lapses or
is otherwise withdrawn or on which the "offer period" otherwise ends. If two or
more persons act together pursuant to an agreement or understanding, whether
formal or informal, to acquire an "interest" in "relevant securities" of BBI or
Inverness, they will be deemed to be a single person for the purpose of Rule
8.3.
Under the provisions of Rule 8.1 of the City Code, all "dealings" in "relevant
securities" of BBI or of Inverness by BBI or Inverness, or by any of their
respective "associates", must be disclosed by no later than 12.00 noon (London
time) on the London business day following the date of the relevant transaction.
These disclosures should be sent to the Company Announcements Office of the
London Stock Exchange (fax number: +44 (0)20 7638 1554).
Disclosure forms and further advice can be obtained from the monitoring section
of the Panel (tel: +44 (0)20 7382 9026; fax +44 (0)20 7236 7005). A disclosure
table, giving details of the companies in whose "relevant securities" "dealings"
should be disclosed, and the number of such securities in issue, can be found on
the Takeover Panel's website at www.thetakeoverpanel.org.uk.
"Interests in securities" arise, in summary, when a person has long economic
exposure, whether conditional or absolute, to changes in the price of
securities. In particular, a person will be treated as having an "interest" by
virtue of the ownership or control of securities, or by virtue of any option in
respect of, or derivative referenced to, securities.
If you are in any doubt as to the application of Rule 8 to you, please contact
an independent financial adviser authorised under the Financial Services and
Markets Act 2000, consult the Panel's website at www.thetakeoverpanel.org.uk or
contact the Panel on telephone number +44 (0) 20 7638 0129; fax +44 (0) 207236
7013.
In accordance with Rule 2.10 of the City Code, Inverness confirms that
immediately prior to commencement of trading on 10 December 2007 it had
75,716,646 shares of $0.001 each in issue and admitted to listing on AMEX under
the US ISIN Code US46126P1066. In accordance with Rule 2.10 of the City Code,
BBI confirms that it has 42,917,735 shares of 2.5 pence each in issue and
admitted to trading on the London Stock Exchange's AIM market for listed
securities under the UK ISIN Code GB00B00M4S16.
APPENDIX I - CONDITIONS TO THE PROPOSAL AND IMPLEMENTATION OF THE SCHEME
The Proposal is conditional upon the Scheme becoming unconditional and becoming
effective by not later than 31 March 2008 or such later date as, subject to the
City Code, Inverness and BBI may agree and (if required) the Court may allow.
1. The Scheme is conditional upon:
(a) the approval of the Scheme by a majority in number representing not less
than 75 per cent. in value of the holders of BBI Scheme Shares who are on the
register of members of BBI at the Voting Record Time, present and voting, either
in person or by proxy, at the BBI Court Meeting (or any adjournment of that
meeting); and
(b) the resolutions required to approve and implement the Scheme being duly
passed by the requisite majority at the BBI General Meeting (or any adjournment
of that meeting); and
(c) the sanction (with or without modification, such modification being
acceptable to both BBI and Inverness) of the Scheme and confirmation of the
reduction of capital by the Court being obtained, an office copy of the Court
Order being delivered to the Registrar of Companies in England and Wales and, in
relation to the reduction of capital, being registered by the Registrar of
Companies in England and Wales; and
(d) approval of the New Inverness Shares for listing on AMEX, subject to
official notice of issuance.
2. Inverness and BBI have agreed that, subject as stated below, the
Scheme is also conditional upon, and accordingly the necessary actions to make
the Scheme become effective will only be taken on, the satisfaction or waiver of
the following Conditions:
(a) no government or governmental, quasi-governmental, supranational,
statutory or regulatory body, institution, association or agency (including any
trade agency) or any court or other body (including any professional or
environmental body) or person in any relevant jurisdiction (a "Relevant
Authority") having decided to take, institute, implement or threaten or having
announced its intention to institute or implement any action, proceedings, suit,
investigation, enquiry or reference or enacted, made or proposed any statute,
regulation, order or decision that would or might be reasonably expected to:
(i) make the Proposal, its implementation, or the acquisition or the
proposed acquisition of any shares in, or control of BBI, by any member of the
Inverness Group void, unenforceable or illegal under the laws of any
jurisdiction or directly or indirectly restrain, restrict, prohibit, frustrate
or otherwise materially delay or interfere with the implementation of, or impose
additional material conditions or obligations with respect to, or otherwise in a
material way challenge, the acquisition, or the proposed acquisition of any
shares in, or control of, BBI by Inverness;
(ii) require, prevent or delay the divestiture (or alter the terms of any
proposed divestiture) by the BBI Group of all or any material part of their
respective businesses, assets or properties or of any BBI Shares or other
securities in BBI or (except in relation to limitations which apply generally to
entities conducting similar businesses) impose any material limitation on their
ability to conduct all or any part of their respective businesses and to own any
of their respective assets or properties in each case to an extent which is
material in the context of the Inverness Group taken as a whole or, as the case
may be, the BBI Group taken as a whole;
(iii) impose any material limitation on or result in any delay in the
ability of any member of the BBI Group to acquire or hold or to exercise
effectively, directly or indirectly, all or any rights of ownership of shares or
other securities in, or to exercise management control over, any member of the
BBI Group or on the ability of any member of the BBI Group to hold or exercise
effectively, directly or indirectly, all or any rights of ownership of shares or
other securities in, or to exercise management control over, any other member of
the BBI Group in each case to an extent which is material in the context of the
BBI Group taken as a whole;
(iv) except as required pursuant to the Proposal, require any member of the
BBI Group to offer to acquire any shares or other securities in any member of
the BBI Group or any other asset owned by any third party (in each case other
than the implementation of the Proposal) where such acquisition would be
material in the context of the BBI Group taken as a whole;
(v) impose any limitation on the ability of any member of the BBI Group to
integrate or co-ordinate its business, or any part of it, with the businesses or
any part of the businesses of any other member of the BBI Group;
(vi) result in any member of the BBI Group ceasing to be able to carry on
business under any name under which it presently does so, where such a result
would be material in the context of the BBI Group taken as a whole; or
(vii) otherwise materially and adversely affect any or all of the businesses,
assets, financial or trading position or profits or prospects of any member of
the BBI Group to an extent which is adverse to and material in the context of
the BBI Group taken as a whole,
and all applicable waiting and other time periods during which any such Relevant
Authority could institute, implement or threaten any such action, proceeding,
suit, investigation, enquiry or reference or otherwise intervene having expired,
lapsed or been terminated;
(b) all necessary filings or applications in connection with the Proposal or
its implementation having been made and all appropriate waiting and other time
periods (including extensions of such periods) under any applicable legislation
or regulation of any jurisdiction having expired, lapsed or been terminated in
each case in respect of the acquisition of any shares in, or control of, BBI by
Inverness;
(c) all material authorisations, orders, grants, recognitions,
confirmations, licences, consents, clearances, permissions and approvals
("authorisations") which Inverness reasonably deems necessary or appropriate in
any jurisdiction for or in respect of the Scheme and the proposed acquisition of
any shares or securities in, or control of, BBI or any member of the BBI Group
by Inverness or any member of the Inverness Group or the issue of the New
Inverness Shares or any matters arising from such issue being obtained in terms
and in a form reasonably satisfactory to Inverness from appropriate Relevant
Authorities (in each case where the absence of such authorisation could
reasonably be expected by Inverness to have a material adverse effect on the BBI
Group taken as a whole) and such authorisations together with all authorisations
necessary or appropriate for any member of the BBI Group to carry on its
business (where such business is material in the context of the BBI Group taken
as a whole and where the absence of such authorisations would have a material
and adverse effect on the BBI Group taken as a whole) remaining in full force
and effect and no intimation of any intention to revoke, withdraw, suspend,
restrict, withhold or modify or not to renew any of them having been made under
the laws or regulations of any jurisdiction (in each case to an extent which
would have a material and adverse effect on the BBI Group taken as a whole) and
all necessary statutory or regulatory obligations in any jurisdiction in respect
of the Scheme and the proposed acquisition of any shares or securities in, or
control of BBI or any matters arising from such acquisition having been complied
with in all material respects;
(d) save as Disclosed, there being no provision of any arrangement,
agreement, licence, permit, franchise or other instrument to which any member of
the BBI Group is a party or by or to which any such member or any of its
material assets may be bound or be subject which, as a result of the making or
implementation of the Scheme or the proposed acquisition by any member of the
Inverness Group of any shares or securities in BBI or because of a change in the
control or management of BBI or any member of the BBI Group or otherwise, could
or might reasonably be expected to result in (in each case to an extent which is
material and adverse in the context of the BBI Group taken as a whole):
(i) any moneys borrowed by or any indebtedness (actual or contingent) of,
or grant available to, any member of the BBI Group becoming repayable or capable
of being declared repayable immediately or earlier than the stated repayment
date or the ability of such member to borrow monies or incur any indebtedness
being withdrawn or inhibited or adversely affected;
(ii) the creation of any mortgage, charge or other security interest over
the whole or any substantial part of the business, property or assets of any
member of the BBI Group or any such security interest (whether existing or
having arisen) becoming enforceable;
(iii) any such arrangement, agreement, licence, permit, franchise or other
instrument, or any right, interest, liability or obligation of any member of the
BBI Group under any such arrangement, agreement, licence, permit, franchise or
other instrument being terminated or adversely modified or affected or any
onerous obligation or liability arising adverse action being taken or arising
under any such arrangement, agreement, licence, permit, franchise or other
instrument;
(iv) the interests or business of any member of the BBI Group in or with any
other person, firm or company (or any arrangements relating to such interest or
business) being terminated or materially and adversely affected;
(v) any member of the BBI Group ceasing to be able to carry on business
under any name under which it presently does so;
(vi) any assets or interest of any member of the BBI Group being or falling
to be disposed of or charged or any right arising under which any such asset or
interest could be required to be disposed of or charged otherwise than in the
ordinary course of business; or
(vii) the value of any member of the BBI Group or its financial or trading
position or prospects being prejudiced or adversely affected
and no event having occurred which, under any provision of any
arrangement, agreement, licence, permit, franchise or other instrument to which
any member of the BBI Group is a party or by or to which any such member or any
of its assets may be bound, entitled or subject, could reasonably be expected to
result in any events or circumstances as are referred to in sub-paragraphs (i)
to (vii) of this paragraph (d) in any case where such result would be material
and adverse in the context of the BBI Group taken as a whole;
(e) save as Disclosed, no member of the BBI Group having since 31 March 2007
(being the date to which the latest audited consolidated reports and accounts of
the BBI Group were made up) , to an extent which is material in the context of
the BBI Group taken as a whole:
(i) issued or agreed to issue or authorised or proposed the issue of
additional shares of any class, or securities convertible into, or rights,
warrants or options to subscribe for or acquire, any such shares or convertible
securities (save for the grant of BBI Options or the issue of BBI Shares on the
exercise of BBI Options, pursuant to the terms of the BBI Share Schemes);
(ii) recommended, declared, paid or made or proposed to recommend, declare,
pay or make any bonus, dividend or other distribution, whether payable in cash
or otherwise, other than a distribution by any wholly-owned subsidiary of BBI
or, as the case may be, Inverness;
(iii) (save as between wholly-owned subsidiaries of BBI) merged or demerged
with any body corporate or, otherwise than in the ordinary course of business,
acquired or disposed of, or transferred, mortgaged or charged or created any
security interest over, any assets or any right, title or interest in any asset
(including shares), or authorised, proposed or announced any intention to
propose any merger, demerger, acquisition, disposal, transfer, mortgage, charge
or security interest;
(iv) redeemed, purchased or reduced or announced any proposal to redeem,
purchase or reduce any of its own shares or other securities or made, authorised
or proposed or announced its intention to propose any change in its share or
loan capital;
(v) issued, authorised or proposed the issue of any debentures or (other
than in the ordinary course of business) incurred or increased any indebtedness
or contingent liability;
(vi) entered into, varied or terminated, or authorised, proposed or announced
its intention to enter into, vary or terminate any arrangement, contract or
commitment (whether in respect of capital expenditure or otherwise), other than
in the ordinary course of business, which is of a long term, onerous or unusual
nature or magnitude or which involves or could involve an obligation of such a
nature or magnitude;
(vii) entered into or varied the terms of, or made any offer (which remains
open for acceptance) to enter into or vary the terms of, any service contract or
other agreement with any director or senior executive of BBI;
(viii) implemented, authorised or proposed the entry into of, or announced its
intention to implement or enter into, any contract, transaction, reconstruction,
amalgamation, commitment, scheme or other arrangement otherwise than in the
ordinary course of business;
(ix) taken any corporate action or had any legal proceedings started or
threatened against it for its winding-up, dissolution or reorganisation or for
the appointment of a receiver, manager, administrator, administrative receiver,
trustee, provisional liquidator, liquidator or similar officer in respect of all
or any of its assets and revenues or any analogous proceedings or steps in any
jurisdiction having been taken or for the appointment of any analogous person in
any jurisdiction to have occurred;
(x) waived or compromised any claim, other than in the ordinary course of
business;
(xi) made or agreed or consented to any change to the terms of the trust
deeds constituting the pension schemes established for its directors and/or
employees and/ or their dependants or to the benefits which accrue, or to the
pensions which are payable under such schemes, or to the basis on which
qualification for or accrual or entitlement to such benefits or pensions are
calculated or determined or to the basis upon which the liabilities (including
pensions) of such pension schemes are funded, or made or agreed or consented to
any change to the trustees;
(xii) made any amendment to its memorandum or articles of association;
(xiii) entered into any contract, transaction or arrangement which is or may
be materially restrictive on the business of any member of the BBI Group other
than of a nature and to an extent which is not unusual in the context of the
business concerned;
(xiv) been unable or admitted in writing that it is unable to pay its debts or
having stopped or suspended (or threatened to stop or suspend) payment of its
debts generally or ceased or threatened to cease carrying on all or a
substantial part of its business; or
(xv) entered into any contract, commitment or arrangement or passed any
resolution in general meeting with respect to, or proposed or announced any
intention to effect or propose, any of the transactions, matters or events
referred to in this paragraph (e);
(f) save as Disclosed, since 31 March 2007 (being the date to which the
latest audited consolidated reports and accounts of the BBI Group were made up):
(i) no adverse change, and no other circumstance which would or might be
likely to result in any adverse change, in the business, assets, financial or
trading position or profits or prospects of any member of the BBI Group having
occurred which is material in the context of the BBI Group taken as a whole;
(ii) no litigation, arbitration, prosecution or other legal proceedings
having been threatened, announced, instituted or become pending and remaining
outstanding by, against or in respect of any member of the BBI Group or to which
any member of the BBI Group is or may be a party (whether as plaintiff or
defendant or otherwise) and no investigation by any Relevant Authority or other
investigative body against or in respect of any member of the BBI Group having
been threatened, announced, implemented, instituted or become pending and
remaining outstanding by, against or in respect of any member of the BBI Group
in any such case which would or might reasonably be expected materially and
adversely to affect the BBI Group taken as a whole; and
(iii) no contingent or other liability having arisen or having been incurred
which might be reasonably expected materially and adversely to affect any member
of the BBI Group taken as a whole;
(g) Inverness not having discovered regarding the BBI Group:
(i) any financial, business or other information in relation to
circumstances existing prior to 11 December 2007 which is material in the
context of the Proposal and which has not been Disclosed by BBI to Inverness
prior to such date;
(ii) that any financial, business or other information concerning any member
of the BBI Group publicly disclosed at any time by any member of the BBI Group
is misleading, contains a misrepresentation of fact or omits to state a fact
necessary to make such information not misleading which in any case is material
and adverse to the financial or trading position of the BBI Group taken as a
whole and such information has not been corrected by a subsequent announcement
to a Regulatory Information Service by or on behalf of any member of the BBI
Group;
(iii) that any member of the BBI Group is subject to any liability,
contingent or otherwise, which is not disclosed in the annual report and
accounts of BBI for the year ended 31 March 2006 or the annual report and
financial statements of results of BBI for the year ended 31 March 2007 and
which is material in the context of the BBI Group taken as a whole;
(iv) that any past or present member of the BBI Group has failed to comply
with any applicable legislation or regulations of any jurisdiction with regard
to the disposal, discharge, spillage, leak or emission of any waste or hazardous
or harmful substance or any substance likely to impair the environment or harm
human or animal health or otherwise relating to environmental matters, or that
there has otherwise been any such disposal, spillage, release, discharge, leak
or emission (whether or not the same constituted non-compliance by any person
with any such legislation or regulation, and wherever the same may have taken
place), any of which would be reasonably likely to give rise to any liability
(whether actual or contingent) or cost on the part of any member of the BBI
Group and which is material in the context of the BBI Group taken as a whole; or
(v) that there is or is reasonably likely to be any liability (whether
actual or contingent) to make good, repair, reinstate or clean up any property
now or previously owned, occupied, operated or made use of or controlled by any
past or present member of the BBI Group or in which any such member may now or
previously had an interest under any environmental legislation, regulation,
notice, circular or order of any Relevant Authority or third party or otherwise
and which is material in the context of the BBI Group taken as a whole.
3. The Scheme will not proceed if, before the date of the BBI
Court Meeting, following investigation by the UK Office of Fair Trading there is
a reference of the proposed acquisition, or any part of it, to the UK
Competition Commission (as established under section 45 of the Competition Act
1998, as amended).
4. Inverness reserves the right to elect to implement the
acquisition by way of a takeover offer. In such event, such offer will be
implemented on the same terms subject to appropriate amendments, including
(without limitation) an acceptance condition set at ninety per cent. of the BBI
Shares to which such offer relates, so far as applicable, as those which would
apply to the Scheme.
5. Inverness reserves the right to waive all or any of the
conditions contained in paragraphs 2(a) to (g) in whole or in part.
6. Inverness shall be under no obligation to waive or treat as
satisfied any of the Conditions in paragraph 2 by a date earlier than the latest
date for satisfaction thereof, notwithstanding that the other Conditions of the
Proposal may at such earlier date have been waived or fulfilled and that there
are at such earlier date no circumstances indicating that any of the Conditions
may not be capable of fulfilment.
7. If Inverness is required by the Panel to make an offer for BBI
Scheme Shares under the provisions of Rule 9 of the City Code, Inverness may
make such alterations to any of the above Conditions as are necessary to comply
with the provisions of that Rule.
8. The Proposal is governed by English law and is subject to the
jurisdiction of the English Courts.
APPENDIX II - ADDITIONAL INFORMATION
1. Bases and sources
(a) The value attributed to the existing issued BBI Shares is
based upon the 42,917,735 BBI Shares in issue on 10 December 2007 (being the
latest practicable Business Day prior to the publication of this announcement).
(b) The value attributed to the existing issued BBI Scheme Shares
is based upon the 42,917,735 BBI Shares in issue on 10 December 2007 (being the
latest practicable Business Day prior to the publication of this announcement)
less the 5,208,333 BBI Shares already owned by the Inverness Group.
(c) Unless otherwise stated in this announcement, all prices for
BBI Shares have been derived from the London Stock Exchange and represent the
Closing Price on the relevant date.
(d) The exchange rate of $1 to #0.4882 at 9.00 p.m. GMT on 10
December 2007, being the last Business Day before the date of this announcement,
has been sourced from FT.com.
2. Irrevocable undertakings and letters of intent
The BBI Directors have entered into irrevocable undertakings to vote in favour
of the Scheme Resolutions in respect of their respective entire beneficial and
connected holdings of, in aggregate, 2,814,093 BBI Shares, representing
approximately 6.6 per cent. of the existing issued share capital of BBI. These
undertakings will continue to be binding even in the event of a higher competing
offer for BBI being announced and cannot be withdrawn other than in the event of
the Scheme lapsing or being withdrawn. Details of the irrevocable undertakings
are as follows:
Name of BBI Director Number of BBI Shares
Julian Huw Baines 1,503,318
Richard Lewis Lamotte 786,026
David Eric Evans 281,921
Kevin William Wilson 146,000
Philip Charles Percival 48,666
Colin David Anderson 26,426
John Chesham 21,736
APPENDIX III - DEFINITIONS
The following definitions apply throughout this announcement, unless the context
otherwise requires:
"#" pounds sterling, the lawful currency of the UK
"$" dollars, the lawful currency of the USA
"AIM" the AIM market operated by the London Stock Exchange
"AIM Rules" the AIM Rules for Companies published by the London
Stock Exchange
"AMEX" the American Stock Exchange
"Australia" Australia, its possessions, provinces and all areas
subject to its jurisdiction or any political
subdivision thereof
"BBI" BBI Holdings plc
"BBI Court Meeting" the meeting of the holders of BBI Scheme Shares (or
any adjournment thereof) to be convened by an order
of the Court pursuant to section 425 of the
Companies Act for the purpose of considering the
Scheme (with or without any amendment)
"BBI Directors" or "Board of BBI" or the directors of BBI
"BBI Board"
"BBI General Meeting" the general meeting of BBI (and any adjournment
thereof) to be held in connection with the Scheme
"BBI Group" BBI and its subsidiary undertakings
"BBI Option" an option over a BBI Share which has been granted to
a holder pursuant to a BBI Share Scheme
"BBI Optionholder" a participant in any of the BBI Share Schemes
"BBI's Registrars" Computershare Investor Services plc of PO Box 82,
The Pavilions, Bridgwater Road, Bristol, BS99 7NH
"BBI Scheme Shares" or "Scheme Shares" the BBI Shares in issue at the date of the Scheme
and any BBI Shares issued:
(a) after the date of the Scheme and prior to
the Voting Record Time; or
(b) at or after the Voting Record Time and
before the Scheme Record Time on terms that the
original or any subsequent holder thereof shall be,
or shall have agreed in writing by such time to be,
bound by the Scheme
save for any BBI Shares held by any member of the
Inverness Group (or its nominees)at the Scheme
Record Time
"BBI Scheme Shareholders" registered holders of BBI Scheme Shares
"BBI Shareholders" registered holders of BBI Shares
"BBI Shares" the ordinary shares of 2.5 pence each in the capital
of BBI
"BBI Share Schemes" the incentive share option schemes or arrangements
operated by BBI as at the date hereof, (being BBI
SAYE Share Option Scheme, BBI Approved Share Option
Scheme, BBI Unapproved Share Option Scheme, BBI EMI
Scheme and seperate option deeds made between BBI
(1) and David Evans (2) dated 28 April 2004 and 10
December 2007
"Boards" the BBI Board and/or the Inverness Board as the
context requires
"Business Day" a day (excluding Saturdays, Sundays and public
holidays) on which banks are generally open for
normal business in the City of London
"Canada" Canada, its possessions, provinces and all areas
subject to its jurisdiction or any political
subdivision thereof
"Cash Consideration" the alternative consideration of 185 pence in cash
for each BBI Scheme Share
"Cenkos" Cenkos Securities plc, financial adviser to BBI
"City Code" the City Code on Takeovers and Mergers
"Closing Price" as regards securities quoted on AIM, the closing
middle market quotation of a share derived from AIM
and, as regards securities listed on AMEX, the last
sale price of the security as reported by AMEX
"Companies Act" the Companies Act 1985
"Conditions" the conditions to the implementation of the Scheme
and the Proposal set out in Appendix I of this
announcement and "Condition" means any one of them
"Court Hearing" the hearing by the Court of the petition to sanction
the Scheme under section 425 of the Companies Act
and confirm the reduction of capital which forms
part of it
"Court Order" or "Order of the Court" the order of the Court granted at the Court Hearing
to sanction the Scheme under section 425 of the
Companies Act and confirm the reduction of capital
provided for by the Scheme under section 137 of the
Companies Act 1985
"Court" the High Court of Justice of England and Wales
"Disclosed" (i) as disclosed in the latest Annual Report of BBI
dated 31 March 2007, (ii) as publicly announced by
BBI prior to the date of the announcement of the
Proposal, (iii) as disclosed in the announcement of
the Proposal, or (iv) as otherwise fairly disclosed
in writing (including facsimile) to Inverness or its
advisers by or on behalf of BBI prior to 8 December
2007
"Enlarged Group" Inverness and its subsidiary undertakings following
completion of the Proposal
"holder" includes any person entitled by transmission
"IDJ" IDJ Limited, financial adviser to Inverness
"Inverness" Inverness Medical Innovations, Inc., a Delaware
corporation
"Inverness Closing Price" the closing price of $57.92 per Inverness Share
(equivalent to approximately #28.28 as converted at
an exchange rate of $1 to #0.4882) on 10 December
2007, being the last Business Day before the date of
this announcement
"Inverness Directors" or "Inverness the directors of Inverness
Board" or "Board of Inverness"
"Inverness Group" Inverness and its subsidiary undertakings
"Inverness Shares" the shares of common stock, par value $0.001 per
share, of Inverness
"Listing Rules" Listing rules as produced by the UK Listing
Authority
"the London Stock Exchange" London Stock Exchange plc
"Meetings" the BBI Court Meeting (and any adjournment thereof)
and the BBI General Meeting (and any adjournment
thereof) and "Meeting" means the BBI Court Meeting
or the BBI General Meeting as the context requires
"New Inverness Shares" Inverness Shares proposed to be issued credited as
fully paid pursuant to the Scheme and the Proposal
"New BBI Shares" the new ordinary shares in BBI to be allotted and
issued to Inverness following implementation of the
Scheme
"Panel" or "Takeover Panel" the Panel on Takeovers and Mergers
"Proposal" the proposal for the acquisition of BBI by Inverness
made to BBI Scheme Shareholders by way of the Scheme
"Regulatory Information Service" any information service authorised from time to time
by the UK Listing Authority for the purpose of
dissemination of regulatory announcements required
by the Listing Rules and/or the AIM Rules
"Scheme" or "Scheme of Arrangement" the proposed scheme of arrangement under section 425
of the Companies Act between BBI and BBI Scheme
Shareholders particulars of which will be set out in
the Scheme Documents, with or subject to any
modification thereof or addition thereto or
condition agreed by BBI and Inverness and which the
Court may think fit to approve or impose
"Scheme Documents" the documents which are to be sent to BBI Scheme
Shareholders giving full particulars of the Scheme
"Scheme Effective Date" the date on which the Scheme becomes effective
"Scheme Record Time" 6.00 p.m. on the Business Day immediately preceding
the Scheme Effective Date
"Scheme Resolutions" the resolutions to be proposed at the BBI Court
Meeting (or any adjournment thereof) and the BBI
General Meeting (or any adjournment thereof)
"UK Listing Authority" the Financial Services Authority acting in its
capacity as the competent authority for the purposes
of Part VI of the Financial Services and Markets
Act 2000
"UK" or "United Kingdom" the United Kingdom of Great Britain and Northern
Ireland and its dependant territories
"United States" or "US" the United States of America (including the states
of the United States and the District of Columbia),
its possessions and territories and all other areas
subject to its jurisdiction
"Voting Record Time" the time as at which those BBI Scheme Shareholders
entitled to vote at the Court Meeting is ascertained
For the purposes of this announcement "holding company", "subsidiary" and
"subsidiary undertaking" have the meanings given to them in the Companies Act
2006.
All references to legislation in this announcement are to English legislation
unless the contrary is indicated.
Any reference to any provision of any legislation shall include any amendment,
modification, re-enactment or extension thereof.
Words importing the singular shall include the plural and vice versa, and words
importing the masculine gender shall include the feminine or neutral gender.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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