TED Ted Baker Plc

 

TIDMTED 
 
RNS Number : 6623N 
Tepnel Life Sciences PLC 
23 February 2009 
 

Recommended acquisition 
of 
Tepnel Life Sciences plc ("Tepnel") 
by 
Gen-Probe Incorporated ("Gen-Probe") 
 
to be effected by a scheme of arrangement under Part 26 of the Companies Act 
2006 
 
 
On 30 January 2009, the Gen-Probe Directors and the Tepnel Directors announced 
that they had reached agreement on the terms of a recommended cash offer to be 
made by Gen-Probe for the entire issued and to be issued share capital of Tepnel 
at a price of 27.1 pence in cash for each Tepnel Share (the "Offer"). The Offer 
values the entire issued and to be issued share capital of Tepnel at GBP92.8 
million (US$132.1 million). The Offer is to be implemented by means of a scheme 
of arrangement. 
The Tepnel Directors are pleased to announce that the Scheme Document in 
relation to the Offer which sets out, amongst other things, the full terms and 
conditions of the Scheme, an explanatory statement (pursuant to section 897 of 
the Companies Act 2006), notices of the required meetings, a timetable of 
principal events and details of the action to be taken by Tepnel Shareholders 
was posted to all Tepnel Shareholders and, for information only, to participants 
of the Tepnel Share Schemes and to Tepnel Warrant Holders on 21 February 2009. 
As described in the Scheme Document, the Scheme will also require the approval 
of Tepnel Shareholders at the Court Meeting and the passing of a special 
resolution at the General Meeting. The Scheme will also require the subsequent 
sanction of the Court and confirmation of the capital reduction by the Court. 
Further details as to the approvals required and persons entitled to vote at 
these meetings are contained in the Scheme Document. 
The Court Meeting and the General Meeting to approve the Scheme and associated 
matters are scheduled to be held at 11:00 a.m. and 11:15 a.m. respectively on 16 
March 2009 at the offices of Seymour Pierce at 20 Old Bailey, London EC4M 7EN. 
Subject to approval at the relevant meetings and the satisfaction or waiver of 
the other Conditions set out in the Scheme Document, the Scheme is expected to 
become effective on or around 8 April 2009. 
Any capitalised term used but not defined in this announcement has the same 
meaning as is given to it in the Scheme Document. 
For further information: 
Tepnel Life Sciences plc 
Ben Matzilevich, Chief Executive Officer 
Michael Slater, Group Finance Director 
Carol Smith, Group Marketing Communications Manager 
Tel: 0161 946 2200 
Capital MS&L 
Mary Clark or Joanna Whineray 
Tel: +44 20 7307 5330 
Seymour Pierce Limited 
Mark Percy 
Tom Sheldon 
Christopher Wren 
Tel: +44 20 7107 8000 
The Tepnel Directors accept responsibility for the information contained in this 
announcement. To the best of knowledge and belief of the Tepnel Directors, who 
have taken all reasonable care to ensure such is the case, the information 
contained in this announcement is in accordance with the facts and does not omit 
anything likely to affect the import of such information. 
This announcement is for information purposes only and does not constitute an 
offer to sell or invitation to purchase any securities or the solicitation of 
any vote for approval in any jurisdiction, nor shall there be any sale, issue or 
transfer of the securities referred to in this announcement in any jurisdiction 
in contravention of applicable law. Any response in relation to the Offer should 
be made only on the basis of the information contained in the Scheme Document or 
any document by which the Offer is made. This announcement does not constitute a 
prospectus or prospectus equivalent document. 
Seymour Pierce, which is authorised and regulated by the Financial Services 
Authority, is acting exclusively for Tepnel and no one else in connection with 
the Offer and will not be responsible to anyone other than Tepnel for providing 
the protections afforded to clients of Seymour Pierce or for providing advice in 
connection with the Offer or any matter referred to herein. 
Merrill Lynch is acting for Gen-Probe in connection with the Offer  and no one 
else and will not be responsible to anyone other than Gen-Probe for providing 
the protections afforded to clients of Merrill Lynch or for providing advice in 
relation to the Offer, or any matter referred to herein. 
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 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 requirements. 
Shareholders in the United States should note that the Scheme relates to the 
shares of a UK company and will be governed by English law. Neither the proxy 
solicitation nor the tender offer rules under the US Securities Exchange Act of 
1934, as amended, will apply to the Scheme. Moreover, the Scheme will be subject 
to the disclosure requirements and practices applicable in the UK to schemes of 
arrangement, which differ from the disclosure requirements of the US proxy 
solicitation rules and tender offer rules. Financial information included in the 
Scheme documentation with respect to Tepnel has been or will have been prepared 
in accordance with IFRS and may not be comparable to financial information of US 
companies or companies whose financial statements are prepared in accordance 
with US GAAP. 
No listing authority or equivalent has reviewed, approved or disapproved of this 
announcement or any of the proposals described herein. 
Dealing Disclosure Requirements 
Under the provisions of Rule 8.3 of the Code, if any person is, or becomes, 
"interested" (directly or indirectly) in 1 per cent. or more of any class of 
"relevant securities" of Tepnel, all "dealings" in any "relevant securities" of 
Tepnel (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 p.m. (London time) on the Business Day following the date of the 
relevant transaction. This requirement will continue until the date on which the 
Scheme becomes effective or lapses 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 Tepnel, 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 Code, all "dealings" in "relevant 
securities" of Tepnel by Gen-Probe or Tepnel, or by any of their respective 
"associates", must be disclosed by no later than 12.00 noon (London time) on the 
Business Day following the date of the relevant transaction. 
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 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. 
Terms in quotation marks are defined in the Code, which can also be found on the 
Panel's website. If you are in any doubt as to whether or not you are required 
to disclose a "dealing" under Rule 8, 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) 20 7236 7013. 
 
This information is provided by RNS 
            The company news service from the London Stock Exchange 
   END 
 
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