RNS Number:4534R
Cardinal Health, Inc.
29 October 2003
For immediate release 29 October 2003
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN, INTO OR FROM THE UNITED STATES,
AUSTRALIA, CANADA OR JAPAN
Recommended Cash Offer
by
Credit Suisse First Boston
on behalf of
a wholly owned subsidiary of Cardinal Health, Inc.
for
The Intercare Group plc
Summary
* The boards of Cardinal Health and Intercare are pleased to announce that
they have reached agreement on the terms of a recommended cash offer for the
entire issued and to be issued share capital of Intercare.
* The Offer will be 280 pence in cash for each Intercare Share, valuing the
entire issued share capital of Intercare at approximately #233.4 million.
* The Offer Price represents a premium of approximately 27.6 per cent. to
the Closing Price of 219.5 pence for each Intercare Share on 28 October 2003,
being the last business day prior to the date of this announcement, and
approximately 47.6 per cent. to the average Closing Price for each Intercare
Share in the three months ended 28 October 2003.
* In addition, Intercare Shareholders remain entitled to the interim
dividend of 2.3 pence per Intercare Share declared on 4 September 2003 and
payable on 28 November 2003 to shareholders on the register on 12 September
2003.
* The Intercare Directors, who have been so advised by Nomura, consider the
terms of the Offer to be fair and reasonable. In providing its advice to the
Intercare Directors, Nomura has taken into account the commercial assessments of
the Intercare Directors. The Intercare Directors intend to unanimously
recommend that Intercare Shareholders accept the Offer as the Intercare
Directors and their spouses have irrevocably undertaken to do in respect of
their own beneficial holdings of, in aggregate, 234,399 Intercare Shares
representing approximately 0.28 per cent. of the existing issued share capital
of Intercare.
* In addition, Cardinal Health has received irrevocable undertakings from
other Intercare Shareholders holding in aggregate 22,097,806 Intercare Shares
representing approximately 26.5 per cent. of the existing issued share capital
of Intercare. These irrevocable undertakings will cease to be binding in the
circumstances described in the full text of the attached announcement.
* The acquisition of Intercare is expected to enhance Cardinal Health's
ability to serve customers globally, increase the scale of its proprietary
manufacturing and other life sciences service offerings, and broaden its
participation in the fast-growing generic pharmaceuticals market. The
combination of Cardinal Health's extensive capabilities in providing innovative
products and services to the health care industry with Intercare's European
presence and customer relationships is expected to benefit both businesses and
their customers.
* Completion of the Offer is expected in late 2003.
Commenting on the Offer, Robert D. Walter, Chairman and Chief Executive Officer
of Cardinal Health, said:
"Intercare is a good fit with Cardinal Health and will provide a strong platform
for greater global expansion. The great people, products and capabilities of
Intercare extend our reach in the large and growing health care market, better
enabling us to meet the needs of pharmaceutical and biotech customers worldwide.
"
John Parker, Chief Executive Officer of Intercare, said:
"Cardinal Health's offer represents good value for our shareholders and the
complementary nature of our businesses will also bring benefits to our customers
and opportunities for our employees. By gaining access to Cardinal Health's
depth of resource and strong positions, Intercare will be able to accelerate the
growth of its pharmaceutical manufacturing and distribution businesses in the UK
and internationally. I and my colleagues on the senior management team look
forward to contributing to the future success of the combined group"
George Fotiades, President and Chief Executive Officer of Cardinal Health's Life
Sciences Products and Services, said:
"Intercare's expertise in sterile manufacturing and specialty pharmaceutical
development is an ideal complement to Cardinal Health's rapidly growing life
sciences business. We are excited about the possibilities that the people of
Intercare will bring to Cardinal Health and our customers."
This summary should be read in conjunction with the full text of the attached
announcement.
The conditions to and certain further terms of the Offer are set out in Appendix
I to the full announcement.
General Enquiries
There will be a media conference call today at 4.00pm London time (11.00 a.m.
EST). Please call Mo Noonan on 020 7269 7116 for details.
Cardinal Health:
Cardinal Health
Media Jim Mazzola Tel: +1 (614) 757 3690
Investors Steve Fischbach Tel: +1 (614) 757 7067
Credit Suisse First Boston Stuart Upcraft Tel: + (44) 20 7888 8888
Zachary Brech
www.cardinal.com
Intercare:
Intercare John Parker Tel: +(44) 1423 535500
Jeremy Earnshaw
Andrew Kay
Nomura Robert Davis Tel: + (44) 20 7521 2000
Steve Adkin
Financial Dynamics David Yates Tel: + (44) 20 7269 7156
www.intercareplc.co.uk
Terms used in this summary shall have the meaning given to them in Appendix III
to the full announcement. The Offer will be made solely by the Offer Document
and the Form of Acceptance accompanying the Offer Document, which will contain
the full terms and conditions of the Offer as well as details of how to accept
the Offer. The Offer Document and the Form of Acceptance will be posted to
Intercare Shareholders as soon as practicable and, in any event, within 28 days
of this announcement.
The availability of the Offer to persons who are not resident in the United
Kingdom may be affected by the laws of their relevant jurisdiction. Such persons
should inform themselves of, and observe, any applicable legal or regulatory
requirements of their jurisdiction. Further details in relation to overseas
shareholders will be contained in the Offer Document.
Unless otherwise determined by Cardinal Health, the Offer will not be made,
directly or indirectly, in or into any Restricted Jurisdiction and the Offer
will not be capable of acceptance from or within any Restricted Jurisdiction.
Accordingly, copies of this announcement are not being, and must not be,
directly or indirectly, mailed or otherwise forwarded, distributed or sent in,
into or from any Restricted Jurisdiction and persons receiving this announcement
(including custodians, nominees and trustees) must not mail or otherwise
distribute or send it in, into or from such jurisdictions as doing so may
invalidate any purported acceptance of the Offer. Notwithstanding the
foregoing, Cardinal Health will retain the right to permit the Offer to be
accepted and any sale of securities pursuant to the Offer to be completed if, in
its sole discretion, it is satisfied that the transaction in question can be
undertaken in compliance with applicable law and regulation.
Credit Suisse First Boston, which is regulated by the Financial Services
Authority in the United Kingdom, is acting as financial adviser to the Offeror
and Cardinal Health and no one else in connection with the Offer and will not be
responsible to anyone other than the Offeror and Cardinal Health for providing
the protections afforded to clients of Credit Suisse First Boston, nor for
providing advice in relation to the Offer.
Nomura, which is regulated by the Financial Services Authority in the United
Kingdom, is acting as financial adviser to Intercare and no one else in
connection with the Offer and will not be responsible to anyone other than
Intercare for providing the protections afforded to clients of Nomura, nor for
providing advice in relation to the Offer.
This announcement does not constitute an offer or an invitation to purchase any
securities or the solicitation of an offer to buy any securities.
This announcement includes "forward-looking statements" relating to Cardinal
Health, Intercare and the Offer that are subject to risks and uncertainties,
including those pertaining to the anticipated benefits to be realised from the
proposed acquisition of Intercare. Factors that could cause Cardinal Health's
actual results, performance or achievements to differ materially from those
described in this announcement include: the inability to obtain necessary
regulatory approvals or to obtain them on acceptable terms; the costs,
difficulties and uncertainties related to successfully integrating Intercare
within Cardinal Health or realising synergies from such integration; costs
related to the acquisition of Intercare; the loss of one or more key customer or
supplier relationships or changes in terms of those relationships, changes in
the distribution outsourcing patterns for health-care products and/or services,
the costs and other effects of governmental regulation and legal and
administrative proceedings, and the general economic environment of the
industries in which Cardinal Health and Intercare operate. For additional
information identifying further economic, political, currency, regulatory,
technological, competitive and important factors that could cause Cardinal
Health's actual results to differ materially from those anticipated, see
Cardinal Health's filings with the United States Securities and Exchange
Commission as updated from time to time (www.cardinal.com/content/investor/).
Factors that could cause Intercare's actual results, performance or achievements
to differ materially from those described in this announcement include: the loss
of one or more key customer or supplier relationships or changes in the terms of
those relationships; general economic conditions; changes in applicable
regulations and policies in Intercare's markets; Intercare's ability to
integrate acquisitions into its business; and the costs and effects of legal and
administrative proceedings, as well as other factors identified in Intercare's
annual report for the year ended 31 December 2002 and in the unaudited interim
results of Intercare for the six months ended 30 June 2003.
Forward-looking statements only speak as of the date on which they are made, and
the events discussed herein may not occur. Neither Cardinal Health nor
Intercare undertakes any obligation to update publicly or revise forward-looking
statements, whether as a result of new information, future events or otherwise,
except to the extent legally required.
For immediate release 29 October 2003
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN, INTO OR FROM THE UNITED STATES,
AUSTRALIA, CANADA OR JAPAN
Recommended Cash Offer
by
Credit Suisse First Boston
on behalf of Cardinal Health U.K. 418 Limited
a wholly owned subsidiary of Cardinal Health, Inc.
for
The Intercare Group plc
1. Introduction
The boards of Cardinal Health and Intercare are pleased to announce that they
have reached agreement on the terms of a recommended cash offer for the entire
issued and to be issued share capital of Intercare. The Offer will be made by
Credit Suisse First Boston on behalf of the Offeror, a wholly owned subsidiary
of Cardinal Health.
2. The Offer
The Offer, which will be subject to the conditions and on the further terms set
out below and in Appendix I and to the further terms to be set out in the Offer
Document and the Form of Acceptance, and such further terms as may be required
to comply with provisions of the City Code, will be made on the following basis:
for each Intercare Share 280 pence in cash
The Offer values the entire issued share capital of Intercare at approximately
#233.4 million and represents:
* a premium of approximately 27.6 per cent. to the Closing Price of 219.5
pence for each Intercare Share on 28 October 2003, being the last business day
prior to the date of this announcement;
* a premium of 47.6 per cent. to the average Closing Price for each
Intercare Share in the three months ended 28 October 2003.
In addition, Intercare Shareholders remain entitled to the interim dividend of
2.3 pence per Intercare Share declared on 4 September 2003 and payable on 28
November 2003 to shareholders on the register on 12 September 2003.
The bases and sources of certain financial information contained in this
announcement are set out in Appendix II.
3. Recommendation
The Intercare Directors, who have been so advised by Nomura, consider the terms
of the Offer to be fair and reasonable. In providing its advice to the
Intercare Directors, Nomura has taken into account the commercial assessments of
the Intercare Directors.
Accordingly, the Intercare Directors intend to unanimously recommend that
Intercare Shareholders accept the Offer, as they have irrevocably undertaken to
do (or procure to be done) in respect of their own beneficial holdings.
4. Irrevocable undertakings
Cardinal Health has received irrevocable undertakings to accept (or procure the
acceptance of) the Offer from the Intercare Directors and their spouses in
respect of their entire beneficial holdings of, in aggregate, 234,399 Intercare
Shares representing approximately 0.28 per cent. of the existing issued share
capital of Intercare. These undertakings will remain binding in the event of a
competing offer being made for Intercare and will cease to be binding only if
the Offer lapses or is withdrawn.
In addition, Cardinal Health has received irrevocable undertakings to accept the
Offer from certain institutional shareholders of Intercare in respect of an
aggregate of 22,097,806 Intercare Shares representing approximately 26.5 per
cent. of the existing issued share of capital of Intercare.
The irrevocable undertakings provided by Jupiter Asset Management and ISIS Asset
Management (in respect of, respectively, 6,993,750 Intercare Shares and
5,087,436 Intercare Shares representing approximately 8.4 per cent. and 6.1 per
cent. respectively of the existing issued share capital of Intercare) will cease
to be binding in the event that within 21 days after the posting of the Offer
Document a competing offer or equivalent transaction is announced which
represents an improvement of ten per cent. or more over the value of the Offer.
The irrevocable undertaking provided by UBS Global Asset Management in respect
of 6,121,620 Intercare Shares representing approximately 7.3 per cent. of the
existing issued share capital of Intercare will cease to be binding in the event
that an offer valuing an Intercare Share (including any dividend entitlement) at
or above 308 pence is made by or on the twenty-eighth day after the posting of
the Offer Document or if, by that time, the management or custody of the shares
covered by the irrevocable undertaking has been transferred away from UBS.
The irrevocable undertaking provided by Framlington Investment Management in
respect of 3,895,000 Intercare Shares representing approximately 4.7 per cent.
of the existing issued share capital of Intercare will cease to be binding in
the event that within 21 days after the posting of the Offer Document a
competing offer or equivalent transaction is announced which represents an
improvement over the value of the Offer.
5. Background to and reasons for the Offer
The acquisition of Intercare will provide Cardinal Health with a strong platform
for greater expansion on a global scale and will enable Cardinal Health to:
* Better serve customers globally: Intercare's complementary product
development, European and UK manufacturing and service capabilities, and strong
set of global customers, many of which are also current Cardinal Health
customers, will enable the combined group to better serve the global needs of
pharmaceutical and biotechnology firms.
* Increase the scale of its proprietary manufacturing: Intercare is a
leader in manufacturing pre-filled syringes for European customers. This
capability, coupled with Intercare's other sterile manufacturing and
pharmaceutical packaging services, extends the reach of Cardinal Health's
already fast-growing life sciences business. In addition, Intercare brings
proprietary pharmaceutical development and manufacturing expertise in oral
hormones and other potent dosage forms.
* Broaden participation in the fast-growing generics market: Intercare's
Martindale business, a strong brand name in existence since 1787, is a leading
manufacturer of specialty generic pharmaceuticals, with sterile, non-sterile and
aseptic manufacturing capability. In addition, through 13 distribution centres,
Intercare distributes generic and branded products throughout the U.K. and
France, largely to the independent pharmacy market.
6. Information on Cardinal Health and the Offeror
Cardinal Health is a leading provider of products and services supporting the
health care industry. Cardinal Health develops, manufactures, packages and
markets products for patient care: develops drug-delivery technologies;
distributes pharmaceuticals, medical-surgical and laboratory supplies; and
offers consulting and other services that improve quality and efficiency in
health care. Headquartered in Dublin, Ohio in the United States, Cardinal
Health brings all its products and services together under four segments:
pharmaceutical distribution, pharmaceutical technologies and services,
automation and information services, and medical and surgical products.
Cardinal Health works with pharmaceutical and biotech companies to help bring
products to market faster so patients can be treated sooner. Its customers
include the world's top 20 pharmaceutical firms and over 150 biotech companies.
In addition, Cardinal Health offers products and services to providers and
pharmacists to help streamline purchasing, enhance operational efficiency and
improve both safety and quality for patients. Cardinal Health develops,
manufactures or packages nearly 500 million doses of pharmaceutical products
each day, is recognized as the largest provider of pharmaceutical packaging in
the world, and offers production capabilities for nearly every major dosage form
available today, including oral, sterile, topical and inhaled forms.
Cardinal Health, ranked 19 on Fortune magazine's list of the 500 largest
companies in the U.S., has 53,000 employees worldwide, located in 22 countries
on six continents. Its extensive network of development, manufacturing and
distribution facilities includes: 28 medical/surgical manufacturing plants and
47 medical/surgical products distribution centres; 24 pharmaceutical
distribution centres in the U.S.; and 38 pharmaceutical manufacturing,
laboratory and packaging facilities in 11 countries.
Cardinal Health is listed on NYSE with a market capitalisation of approximately
US$25.4 billion (#15.0 billion) as at 28 October 2003. In the year ended 30 June
2003, Cardinal Health reported consolidated net income from continuing
operations of US$1.4 billion (#0.8 billion) on total revenues of US$50.5 billion
(#29.8 billion). As at 30 June 2003, Cardinal Health had shareholders' equity of
US$7.8 billion (#4.6 billion).
The Offeror, a wholly owned subsidiary of Cardinal Health incorporated in the
UK, has been formed for the purposes of making the Offer. To date, the Offeror
has engaged in no activities other than those incidental to its organisation and
the making of the Offer.
7. Information on Intercare
Intercare is an international pharmaceutical manufacturing and distribution
business that also provides outsourced services to the pharmaceutical industry.
The Intercare Group operates in the UK and continental Europe, serving the
global pharmaceutical market. The operations of the Intercare Group are
structured around two divisions: Pharmaceutical Manufacturing and
Pharmaceutical Distribution.
Pharmaceutical Manufacturing
In recent years, the Intercare Group has built up its pharmaceutical
manufacturing businesses through acquisitions. In 2000, it acquired the UK-based
branded generic manufacturing businesses Martindale and Aurum. In 2001, it
acquired contract manufacturing businesses Federa and Veramic in Belgium and
Federa France. In October 2002, Intercare acquired LCO Sante, a contract
manufacturer based near Paris.
This division manufactures specialist pharmaceuticals on a contract basis for
global pharmaceutical companies, and on a proprietary basis for hospital and
pharmacy markets. Products include pre-filled syringes, specialist
prescriptions, vaccines, ophthalmics, biological and hormone products.
Pharmaceutical Distribution
Intercare distributes generic and branded pharmaceutical products to pharmacy
and other dispensing customers in the UK.
Financial Performance
For the year ended 31 December 2002, Intercare reported turnover of #275.1
million (2001: #216.0 million) and profit before tax, goodwill and licence
amortisation and exceptional items of #24.6 million (2001: #21.3 million).
Basic earnings per ordinary share were 5.1 pence in 2002 (2001: 6.0 pence).
For the six months ended 30 June 2003, Intercare reported turnover of #156.2
million (2002: #129.3 million) and profit before tax, goodwill and licence
amortisation and exceptional items of #7.3 million (2002: #10.7 million). In
this period, basic earnings/(loss) per ordinary share were (2.1) pence (2002:
2.5 pence).
8. Management and Employees
Following completion of the Offer it is intended that John Parker, currently
Chief Executive Officer of Intercare, will become Non-Executive Chairman of
Intercare and Executive Vice President of Cardinal Health - Europe, and that
Jeremy Earnshaw and Andrew Kay (currently Group Finance Director and Chief
Operating Officer, respectively, of Intercare) will retain senior positions in
Intercare. These executives have agreed to enter into new service agreements
with Intercare the terms of which will be described in the Offer Document
Cardinal Health believes that employees are crucial to the future success of the
combined business and recognises that Intercare has a skilled workforce. In a
competitive international marketplace, the enlarged Cardinal Health Group will
seek to retain and develop the best people for its business. Cardinal Health
also aims through its compensation and reward packages to ensure high levels of
performance and to reward and retain key skills.
Cardinal Health has given the Board of Intercare assurances that the existing
employment rights, including pension rights, of the employees of Intercare will
be fully safeguarded upon the Offer becoming or being declared unconditional in
all respects.
9. Intercare Share Option Schemes
The Offer will extend to any Intercare Shares issued or unconditionally allotted
while the Offer remains open for acceptance (or such earlier date as, subject to
the rules of the City Code, the Offeror may decide), including as a result of
the exercise of options under the Intercare Share Option Schemes. To the extent
that such options are not exercised by the time that the Offer becomes or is
declared unconditional in all respects, Cardinal Health will offer cash
cancellation arrangements to Intercare Optionholders whereby such Intercare
Optionholders will be able to cash in their options by receiving the difference
between the Offer Price and the exercise price for each of their options to the
extent they are exercisable on the Offer becoming or being declared
unconditional in all respects, less any necessary withholdings.
10. Compulsory acquisition, de-listing and cancellation of trading
If the Offer becomes or is declared unconditional in all respects and sufficient
acceptances are received under the Offer, Cardinal Health intends to:
(a) apply the provisions of sections 428 to 430F of the Companies Act 1985
to acquire compulsorily any remaining Intercare Shares to which the Offer
relates on the same terms as the Offer; and
(b) procure that Intercare applies to the UKLA for cancellation of the
listing of the Intercare Shares on the Official List and to the London Stock
Exchange for the cancellation of trading of Intercare Shares on the London Stock
Exchange's market for listed securities.
It is anticipated that the cancellation of Intercare's listing and admission to
trading will take effect no earlier than the expiry of 20 business days after
the date on which the Offer becomes or is declared unconditional in all
respects. De-listing would significantly reduce the liquidity and marketability
of any Intercare Shares not assented to the Offer.
11. Break fee
Intercare and Cardinal Health have entered into an agreement under which
Intercare has agreed, in consideration for Cardinal Health agreeing to make this
announcement, to pay a break fee of approximately #2.4 million (being 1 per
cent. of the fully diluted value of the Offer) to Cardinal Health in the event
that:
(a) following the announcement or making of any proposal by a third party in
relation to a transaction involving a change of control of Intercare, any
transaction involving the transfer of the whole or substantially the whole of
the business or assets of Intercare, or any transaction inconsistent with the
Offer which requires the approval of Intercare Shareholders, the Offer is not
made, lapses or is withdrawn and that or any other such transaction becomes or
is declared unconditional as to acceptances (or the equivalent);
(b) the Intercare Directors publicly recommend (or agree or resolve to
recommend) a transaction within (a) above;
(c) the Intercare Directors fail to approve or recommend the Offer; or
(d) the Intercare Directors withdraw or adversely modify their approval or
recommendation of the Offer or agree or resolve to take such actions.
12. Overseas shareholders
The availability of the Offer to persons who are not resident in and citizens of
the United Kingdom may be affected by the laws of their relevant jurisdiction.
Such persons should inform themselves of, and observe, any applicable legal or
regulatory requirements of their jurisdiction. Further details in relation to
overseas shareholders will be contained in the Offer Document.
Unless otherwise determined by Cardinal Health, the Offer will not be made,
directly or indirectly, in or into any Restricted Jurisdiction and the Offer
will not be capable of acceptance from or within any Restricted Jurisdiction.
Accordingly, copies of this announcement are not being, and must not be,
directly or indirectly, mailed or otherwise forwarded, distributed or sent in,
into or from any Restricted Jurisdiction and persons receiving this announcement
(including custodians, nominees and trustees) must not mail or otherwise
distribute or send it in, into or from such jurisdictions as doing so may
invalidate any purported acceptance of the Offer. Notwithstanding the
foregoing, Cardinal Health will retain the right to permit the Offer to be
accepted and any sale of securities pursuant to the Offer to be completed if, in
its sole discretion, it is satisfied that the transaction in question can be
undertaken in compliance with applicable law and regulation.
13. General
The Offer Document and the Form of Acceptance will be posted to Intercare
Shareholders and, for information only, to participants in the Intercare Share
Option Schemes (other than to persons with addresses in Restricted
Jurisdictions), as soon as practicable. The full terms and conditions of the
Offer (including details of how the Offer may be accepted) will be set out in
the Offer Document and the Form of Acceptance. In deciding whether or not to
accept the Offer in respect of their Intercare Shares, Intercare Shareholders
should rely on the information contained in, and follow the procedures described
in, the Offer Document and the Form of Acceptance.
Save as disclosed in paragraph 4 above, neither Cardinal Health nor any of the
directors of Cardinal Health nor, so far as Cardinal Health is aware, any person
acting in concert with Cardinal Health, owns or controls any Intercare Shares or
any securities convertible or exchangeable into Intercare Shares or any rights
to subscribe for or purchase the same, or holds any options (including traded
options) in respect of, or has any option to acquire, any Intercare Shares or
has entered into any derivatives referenced to Intercare Shares ("Relevant
Intercare Securities") which remains outstanding, nor does any such person have
any arrangement in relation to Relevant Intercare Securities. For these
purposes, "arrangement" includes any indemnity or option arrangement, any
agreement or understanding, formal or informal, of whatever nature, relating to
Relevant Intercare Securities which may be an inducement to deal or refrain from
dealing in such securities. In the interests of secrecy prior to announcement,
Cardinal Health has not made any enquiries in this respect of certain parties
who may be deemed by the Panel to be acting in concert with it for the purposes
of the Offer. Enquiries of such parties will be made as soon as practicable
following the date of this announcement and any material disclosure in respect
of such parties will be included in the Offer Document.
Credit Suisse First Boston, which is regulated by the Financial Services
Authority in the United Kingdom, is acting as financial adviser to Cardinal
Health and the Offeror and no one else in connection with the Offer and will not
be responsible to anyone other than Cardinal Health and the Offeror for
providing the protections afforded to clients of Credit Suisse First Boston, nor
for providing advice in relation to the Offer.
Nomura, which is regulated by the Financial Services Authority in the United
Kingdom, is acting as financial adviser to Intercare and no one else in
connection with the Offer and will not be responsible to anyone other than
Intercare for providing the protections afforded to clients of Nomura, nor for
providing advice in relation to the Offer.
The bases and sources of certain information contained in this announcement are
set out in Appendix II. Appendix III contains definitions of the terms used in
this announcement.
General Enquiries
Cardinal Health:
Cardinal Health
Media Jim Mazzola Tel: +1 (614) 757 3690
Investors Steve Fischbach Tel: +1 (614) 757 7067
Credit Suisse First Boston Stuart Upcraft Tel: + (44) 20 7888 8888
Zachary Brech
www.cardinal.com
Intercare:
Intercare John Parker Tel: +(44) 1423 535500
Jeremy Earnshaw
Andrew Kay
Nomura Robert Davis Tel: + (44) 20 7521 2000
Steve Adkin
Financial Dynamics David Yates Tel: + (44) 20 7269 7156
www.intercareplc.co.uk
This announcement does not constitute an offer or an invitation to purchase any
securities or the solicitation of an offer to buy any securities.
APPENDIX I
Conditions to and certain further terms of the Offer
The Offer, which will be made by CSFB on behalf of the Offeror, a wholly owned
subsidiary of Cardinal Health, will comply with the rules and regulations of the
Financial Services Authority and the London Stock Exchange and the City Code.
Part A: Conditions of the Offer
The Offer will be subject to the following conditions:-
(a) valid acceptances being received (and not, where permitted,
withdrawn) by not later than 3.00 p.m. on the first closing date of the Offer
(or such later time(s) and/or date(s) as Cardinal Health may, with the consent
of the Panel or in accordance with the Code, decide) in respect of not less than
90 per cent. (or such lower percentage as Cardinal Health may decide) in nominal
value of the Intercare Shares to which the Offer relates, provided that this
condition shall not be satisfied unless Cardinal Health and/or any of its
wholly-owned subsidiaries shall have acquired or agreed to acquire, whether
pursuant to the Offer or otherwise, shares in Intercare carrying in aggregate
more than 50 per cent. of the voting rights then normally exercisable at general
meetings of Intercare, and provided further that this condition shall be capable
of being satisfied only at a time when all other conditions have been satisfied
or waived. For the purposes of this condition:
(i) shares which have been unconditionally allotted but not issued
before the Offer becomes or is declared unconditional as to acceptances, whether
pursuant to the exercise of any outstanding subscription or conversion rights or
otherwise, shall be deemed to carry the voting rights they will carry upon being
entered into the Register of Members of Intercare; and
(ii) the expression "Intercare Shares to which the Offer relates" shall
be construed in accordance with sections 428 to 430F of the Companies Act, as
amended;
(b) insofar as the Offer constitutes a concentration with a Community
dimension within the scope of Council Regulation (EEC) 4064/89 (as amended) (the
"Regulation"):
(i) the European Commission indicating, in terms satisfactory to
Cardinal Health, that it does not intend to initiate proceedings under Article 6
(1)(c) of the Regulation in respect of the proposed acquisition of Intercare by
Cardinal Health;
(ii) in the event that a request under Article 9(2) of the Regulation has
been made by a European Union state, the European Commission indicating, in
terms satisfactory to Cardinal Health, that it does not intend to refer the
proposed acquisition of Intercare by Cardinal Health or any aspect of such
proposed acquisition, to a competent authority of a European Union state in
accordance with Article 9(3) of the Regulation; and
(iii) no indication having been made that a European Union state
may take appropriate measures to protect legitimate interests pursuant to
Article 21(3) of the Regulation in relation to the proposed acquisition of
Intercare by Cardinal Health or any aspect of such acquisition;
(c) except as fairly disclosed to Cardinal Health in writing, in each
case prior to the date of this announcement, there being no provision of any
agreement, arrangement, licence, permit or other instrument to which any member
of the wider Intercare Group is a party or by or to which any such member or any
of its assets may be bound, entitled or subject, which, in consequence of the
Offer or the proposed acquisition of any shares or other securities in Intercare
or because of a change in the control or management of Intercare or otherwise,
would or might reasonably be expected to result in:
(i) any moneys borrowed by or any other indebtedness (actual or
contingent) of, or grant available to, any such member, being or becoming
repayable or capable of being declared repayable immediately or earlier than
their or its stated maturity date or repayment date or the ability of any such
member to borrow moneys or incur any indebtedness being withdrawn or inhibited
or being capable of becoming or being withdrawn or inhibited;
(ii) any such agreement, arrangement, licence, permit or instrument or
the rights, liabilities, obligations or interests of any such member thereunder
being terminated or adversely modified or affected or any obligation or
liability arising or any action being taken thereunder, in each case to an
extent which is material to Cardinal Health in the context of the Offer or, as
the case may be, which is material in the context of the wider Intercare Group
taken as a whole or the wider Cardinal Health Group taken as a whole;
(iii) any material assets or interests of any such member 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;
(iv) the creation or enforcement of any mortgage, charge or other
security interest over the whole or any part of the business, property or assets
of any such member;
(v) the rights, liabilities, obligations or interests of any such member
in, or the business of any such member with, any person, firm or body (or any
arrangement or arrangements relating to any such interest or business) being
terminated, adversely modified or affected, in each case to an extent which is
material to Cardinal Health in the context of the Offer or, as the case may be,
which is material in the context of the wider Intercare Group taken as a whole
or the wider Cardinal Health Group taken as a whole;
(vi) the value of any such member or its financial or trading position or
prospects being prejudiced or adversely affected, in each case to an extent
which is material to Cardinal Health in the context of the Offer or, as the case
may be, which is material in the context of the wider Intercare Group taken as a
whole or the wider Cardinal Health Group taken as a whole;
(vii) any such member ceasing to be able to carry on business under any
name under which it presently does so to an extent which is material to Cardinal
Health in the context of the Offer or, as the case may be, which is material in
the context of the wider Intercare Group taken as a whole or the wider Cardinal
Health Group taken as a whole; or
(viii) the creation of any liability, actual or contingent, by any such
member which is material to Cardinal Health in the context of the Offer or, as
the case may be, which is material in the context of the wider Intercare Group
taken as a whole,
and no event having occurred which, under any provision of any agreement,
arrangement, licence, permit or other instrument to which any member of the
wider Intercare Group is a party or by or to which any such member or any of its
assets may be bound, entitled or subject, would or might reasonably be expected
to result in any of the events or circumstances as are referred to in
sub-paragraphs (i) to (viii) of this condition (c);
(d) except as fairly disclosed to Cardinal Health in writing, in each
case prior to the date of this announcement, no government or governmental,
quasi-governmental, supranational, statutory, regulatory, environmental or
investigative body, court, trade agency, association, institution or any other
body or person whatsoever in any jurisdiction (each a "Third Party") having
given notice of a decision to take, institute, implement or threaten any action,
proceeding, suit, investigation, enquiry or reference, or enacted, made or
proposed any statute, regulation, decision or order, or having taken any other
steps which would or might reasonably be expected to:
(i) require, prevent or materially delay the divestiture, or materially
alter the terms envisaged for any proposed divestiture, by any member of the
wider Cardinal Health Group or any member of the wider Intercare Group of all or
any material portion of their respective businesses, assets or property or
impose any material limitation on the ability of any of them to conduct their
respective businesses (or any of them) or to own any of their respective assets
or properties or any part thereof;
(ii) require, prevent or materially delay the divestiture by any member
of the wider Cardinal Health Group of any shares or other securities in any
member of the Intercare Group;
(iii) impose any material limitation on, or result in a material delay
in, the ability of any member of the wider Cardinal Health Group directly or
indirectly to acquire or to hold or to exercise effectively any rights of
ownership in respect of shares or loans or securities convertible into shares or
any other securities (or the equivalent) in any member of the wider Intercare
Group or the wider Cardinal Health Group or to exercise management control over
any such member;
(iv) adversely affect the business, assets or profits of any member of
the wider Cardinal Health Group or of any member of the wider Intercare Group to
an extent which is material to Cardinal Health in the context of the Offer or,
as the case may be, which is material in the context of the wider Intercare
Group taken as a whole or the wider Cardinal Health Group taken as a whole;
(v) make the Offer or its implementation or the acquisition or proposed
acquisition by Cardinal Health or any member of the wider Cardinal Health Group
of any shares or other securities in, or control of Intercare void, illegal, and
/or unenforceable under the laws of any jurisdiction, or otherwise, directly or
indirectly, materially restrain, restrict, prohibit, delay or otherwise
interfere with the same or impose additional conditions or obligations with
respect thereto, or otherwise challenge or interfere therewith;
(vi) require any member of the wider Cardinal Health Group or the wider
Intercare Group to offer to acquire any shares or other securities (or the
equivalent) or interest in any member of the wider Intercare Group or the wider
Cardinal Health Group owned by any third party;
(vii) impose any limitation on the ability of any member of the wider
Intercare Group or any member of the wider Cardinal Health Group to co-ordinate
its business, or any part of it, with the businesses of any other members; or
(viii) result in any member of the wider Intercare Group ceasing to be able
to carry on business under any name under which it presently does so to an
extent which is material to Cardinal Health in the context of the Offer or, as
the case may be, which is material in the context of the wider Intercare Group
taken as a whole or the wider Cardinal Health Group taken as a whole,
and all applicable waiting and other time periods during which any
such Third Party could institute, implement or threaten any action, proceeding,
suit, investigation, enquiry or reference or any other step under the laws of
any jurisdiction in respect of the Offer or the acquisition or proposed
acquisition of any Intercare shares having expired, lapsed or been terminated;
(e) all necessary filings or applications having been made in connection
with the Offer and all statutory or regulatory obligations in any jurisdiction
having been complied with in connection with the Offer or the acquisition by any
member of the wider Cardinal Health Group of any shares or other securities in,
or control of, Intercare and all authorisations, orders, recognitions, grants,
consents, licences, confirmations, clearances, permissions and approvals
reasonably deemed necessary or appropriate by Cardinal Health or any member of
the wider Cardinal Health Group for or in respect of the Offer (including,
without limitation, its implementation) or the proposed acquisition of any
shares or other securities in, or control of, Intercare by any member of the
wider Cardinal Health Group having been obtained in terms and in a form
reasonably satisfactory to Cardinal Health from all appropriate Third Parties or
persons with whom any member of the wider Intercare Group has entered into
contractual arrangements and all such authorisations, orders, recognitions,
grants, consents, licences, confirmations, clearances, permissions and approvals
together with all authorisations, orders, recognitions, grants, licences,
confirmations, clearances, permissions and approvals necessary or appropriate to
carry on the business of any member of the wider Intercare Group remaining in
full force and effect and all filings necessary for such purpose have been made
and there being no notice or intimation of any intention to revoke or not to
renew any of the same at the time at which the Offer becomes otherwise
unconditional and all necessary statutory or regulatory obligations in any
jurisdiction applicable or relevant to any member of the wider Intercare Group
(or by which any property, business or asset of any such member is bound or
affected) having been complied with;
(f) except as fairly disclosed to Cardinal Health in writing, in each
case prior to the date of this announcement, no member of the wider Intercare
Group having, since 31 December 2002:
(i) save as between Intercare and wholly owned subsidiaries of Intercare
and save for Intercare Shares issued pursuant to the exercise of options granted
under the Intercare Share Option Schemes, issued, authorised or proposed the
issue of additional shares of any class;
(ii) save as between Intercare and wholly owned subsidiaries of Intercare
and save for the grant of options under the Intercare Share Option Schemes,
issued or agreed to issue, authorised or proposed the issue of securities
convertible into shares of any class or rights, warrants or options to subscribe
for, or acquire, any such shares or convertible securities;
(iii) other than to another member of the Intercare Group, 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, save for
the interim dividend of 2.3 pence per Intercare Share payable on 28 November to
Intercare Shareholders on the register of members on 12 September 2003;
(iv) save for intra-Intercare Group transactions, merged or demerged with
any body corporate or 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 and trade investments) or authorised or
proposed or announced any intention to propose any merger, demerger, acquisition
or disposal, transfer, mortgage, charge or security interest (other than in the
ordinary course of business);
(v) save for intra-Intercare Group transactions, made or authorised or
proposed or announced an intention to propose any change in its loan capital;
(vi) (a) issued, authorised or proposed the issue of any
debentures; or
(b) save for intra-Intercare Group transactions, incurred or increased
any indebtedness or become subject to any contingent liability, which in either
case arose other than in the ordinary course of business;
(vii) purchased, redeemed or repaid or announced any proposal to purchase,
redeem or repay any of its own shares or other securities or reduced or, save in
respect of the matters mentioned in sub-paragraph (i) above, made any other
change to any part of its share capital;
(viii) implemented, or authorised, proposed or announced its intention to
implement, any reconstruction, amalgamation, scheme, commitment or other
transaction or arrangement otherwise than in the ordinary course of business or
entered into or (save for salary increases or bonuses fairly disclosed in
writing to Cardinal Health prior to the date of this announcement) changed the
terms of any contract with any director or senior executive;
(ix) (other than in respect of a member which is dormant and was solvent
at the relevant time) 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, administrative receiver,
administrator, trustee or similar officer of all or any of its assets or
revenues or any analogous proceedings in any jurisdiction or had any such person
appointed;
(x) waived or compromised any claim otherwise than in the ordinary course
of business; or
(xi) entered into any contract, commitment, arrangement or agreement or
passed any resolution or made any offer (which remains open for acceptance) with
respect to, or announced any intention to, or to propose to, effect, any of the
transactions, matters or events referred to in this condition,
and, for the purposes of paragraphs (iii), (iv), (v) and (vi) of this condition,
the term "Intercare Group" shall mean Intercare and its wholly owned
subsidiaries;
(g) except as fairly disclosed to Cardinal Health in writing, in each
case prior to the date of this announcement, no member of the wider Intercare
Group having entered into or varied, or authorised or proposed or announced its
intention to enter into or vary:
(i) any contract, transaction, commitment or arrangement (whether in
respect of capital expenditure or otherwise) which is of a long term, onerous or
unusual nature or magnitude or which involves or could reasonably be expected to
involve an obligation of such a nature or magnitude or which is other than in
the ordinary course of business; or
(ii) any contract, transaction, commitment or arrangement which would
be:
(a) restrictive on the business of any member of the wider Intercare
Group (other than any restriction of a nature and extent which is normal in the
context of the Intercare Group); or
(b) restrictive on the business of any member of the wider Cardinal
Health Group;
(h) since 31 December 2002 and save as disclosed in the accounts for the
year then ended and save as fairly disclosed to Cardinal Health in writing, in
each case prior to the date of this announcement:
(i) no adverse change or deterioration having occurred in the business,
assets, financial or trading position or profits or prospects of any member or
members of the wider Intercare Group, to an extent which is material in the
context of the wider Intercare Group taken as a whole;
(ii) no litigation, arbitration proceedings, prosecution or other legal
proceedings to which any member of the wider Intercare Group is or may become a
party (whether as a claimant, defendant or otherwise) and no investigation by
any Third Party against or in respect of any member of the wider Intercare Group
having been instituted, announced or threatened by or against or remaining
outstanding in respect of any member of the wider Intercare Group which in any
such case would or might reasonably be expected to materially adversely affect
the Intercare Group taken as a whole;
(iii) no contingent or other liabilities having arisen or become apparent
to Cardinal Health which might reasonably be expected to materially adversely
affect the wider Intercare Group taken as a whole; and
(iv) no steps having been taken which might reasonably be expected to
result in the withdrawal, cancellation, termination or modification of any
material licence held by any member of the wider Intercare Group which is
necessary or appropriate for the proper carrying on of its business;
(i) save as fairly disclosed in writing to Cardinal Health prior to the
date of this announcement by Intercare, Cardinal Health not having discovered:
(i) that any financial, business or other information concerning the
wider Intercare Group as contained in the information publicly disclosed at any
time by or on behalf of any member of the wider Intercare Group is materially
misleading, contains a material misrepresentation of fact or omits to state a
fact necessary to make that information not materially misleading;
(ii) that any member of the wider Intercare Group, partnership, company
or other entity in which any member of the wider Intercare Group has a
significant economic interest and which is not a subsidiary undertaking of
Intercare is subject to any liability (contingent or otherwise) which is not
disclosed in the annual report and accounts of Intercare for the year ended 31
December 2002 and which is material to Cardinal Health in the context of the
Offer or, as the case may be, which is material in the context of the wider
Intercare Group taken as a whole; or
(iii) any information which materially affects the import of any
information disclosed to Cardinal Health at any time by or on behalf of any
member of the wider Intercare Group; and
(j) except as fairly disclosed to Cardinal Health in writing, in each
case, prior to the date of this announcement, Cardinal Health not having
discovered that:
(i) any past or present member of the wider Intercare Group has failed
to materially comply with any and/or all applicable legislation or regulation of
any jurisdiction with regard to the disposal, spillage, release, discharge, leak
or emission of any waste or hazardous substance or any substance likely to
impair the environment or harm human health 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 a non-compliance by any person with any such legislation or
regulations, and wherever the same may have taken place) any of which disposal,
spillage, release, discharge, leak or emission would be likely to give rise to
any material liability (actual or contingent) on the part of any member of the
wider Intercare Group; or
(ii) there is, or is likely to be, for that or any other reason
whatsoever, any material liability (actual or contingent) of any past or present
member of the wider Intercare Group to make good, repair, reinstate or clean up
any property or any controlled waters now or previously owned, occupied,
operated or made use of or controlled by any such past or present member of the
wider Intercare group, under any environmental legislation, regulation, notice,
circular or order of any government, governmental, quasi-governmental, state or
local government, supranational, statutory or other regulatory body, agency,
court, association or any other person or body in any jurisdiction.
For the purposes of these conditions, except where indicated to the contrary
therein, the "wider Intercare Group" means Intercare and its subsidiary
undertakings, associated undertakings and any other undertaking in which
Intercare and/or such undertakings (aggregating their interests) have a
significant interest and the "wider Cardinal Health Group" means Cardinal Health
and its subsidiary undertakings, associated undertakings and any other
undertaking in which Cardinal Health and/or such undertakings (aggregating their
interests) have a significant interest and for these purposes "subsidiary
undertaking", "associated undertaking" and "undertaking" have the meanings given
by the Companies Act, other than paragraph 20(1)(b) of Schedule 4A to that Act
which shall be excluded for this purpose, and "significant interest" means a
direct or indirect interest in ten per cent. or more of the equity share capital
(as defined in that Act).
Cardinal Health reserves the right to waive, in whole or in part, all or any of
the above conditions, except condition (a).
Conditions (b) to (j) (inclusive) must be fulfilled or waived, by midnight on
the 21st day after the later of the first closing date of the Offer and the date
on which condition (a) is fulfilled (or in each such case such later date as
Cardinal Health may, with the consent of the Panel, decide). Cardinal Health
shall be under no obligation to waive or treat as satisfied any of the
conditions (b) to (j) (inclusive) by a date earlier than the latest date
specified above for the satisfaction thereof, notwithstanding that the other
conditions of the offer may at such earlier date have been waived or fulfilled
and that there are at such earlier date no circumstances indicating that any of
such conditions may not be capable of fulfilment.
If Cardinal Health is required by the Panel to make an offer for Intercare
Shares under the provisions of Rule 9 of the Code, Cardinal Health may make such
alterations to any of the above conditions as are necessary to comply with the
provisions of that Rule.
Part B: Certain further terms of the Offer
The Offer will lapse if it is referred to a serious doubts investigation under
Article 6(1)(c) of Council Regulation (EEC) 4064/89 or is referred to the
Competition Commission following a reference back by the European Commission to
a competent authority in the United Kingdom under Article 9 of Council
Regulation (EEC) 4064/89 before 3.00 p.m. on the first closing date of the Offer
or the date on which the Offer becomes or is declared unconditional as to
acceptances, whichever is the later.
Unless otherwise determined by Cardinal Health, the Offer will not be made,
directly or indirectly, in or into, or by use of the mails of, or by any means
or instrumentality (including, without limitation, facsimile transmission,
telex, telephone or e-mail) of interstate or foreign commerce of, or of any
facility of a national securities exchange of, any Restricted Jurisdiction and
the Offer will not be capable of acceptance by any such use, means,
instrumentality or facility or from within any Restricted Jurisdiction.
Intercare Shares will be acquired under the Offer free from all liens, equities,
charges, encumbrances and other interests and together with all rights attaching
thereto , save for the right to receive the interim dividend of 2.3 pence per
share declared on 4 September 2003 and payable on 28 November 2003 to Intercare
Shareholders on the register of members on 12 September 2003.
This Offer will be governed by English law and be subject to the jurisdiction of
the English courts, to the conditions set out above and in the Offer Document
and related Form of Acceptance.
APPENDIX II
Bases, sources and other information
1. Bases and sources
Unless otherwise stated, for the purposes of this announcement:
(a) an exchange rate of US$1.6967 to #1.00 has been used, being the
rate prevailing on 28 October 2003;
(b) financial information relating to Intercare has been extracted or
provided, without material adjustment, from the annual report and accounts of
the Intercare Group for the year ended 31 December 2002 or the unaudited interim
financial statements for the six months ended 30 June 2003;
(c) financial information relating to Cardinal Health has been supplied
by the directors of Cardinal Health and has been extracted or derived, without
material adjustment, from Cardinal Health's annual report on Form 10-K for the
year ended 30 June 2003;
(d) the value of the existing issued share capital of Intercare is
based upon 83,350,147 Intercare Shares in issue on 28 October 2003, being the
last business day prior to this announcement;
(e) the market prices of Intercare Shares are closing, middle-market
quotations derived from the Daily Official List.
2. Other information
Intercare had the following relevant securities in issue as at the close of
business on 28 October 2003:
(a) Ordinary shares of 2.5 pence each
83,350,147
(b) Options over ordinary shares of 2.5 pence each
2,288,925
The ISIN number for the Intercare Shares is GB0006804248.
APPENDIX III
Definitions
"Board" or "Directors" the board of directors of Cardinal Health or Intercare (as the
context requires), in each case at the date of this document;
"Cardinal Health" Cardinal Health, Inc.;
"Cardinal Health Group" Cardinal Health and its subsidiary undertakings;
"City Code" or "Code" The City Code on Takeovers and Mergers;
"Closing Price" the closing, middle-market quotation derived from the Daily
Official List;
"Companies Act" the Companies Act 1985 (as amended);
"Credit Suisse First Boston" or "CSFB" Credit Suisse First Boston (Europe) Limited;
"Daily Official List" the Daily Official List of the London Stock Exchange;
"Form of Acceptance" the form of acceptance relating to the Offer which will
accompany the Offer Document;
"Intercare" The Intercare Group plc;
"Intercare Group" Intercare, its subsidiaries and its subsidiary undertakings;
"Intercare Optionholders" holders of options over Intercare Shares granted under the
Intercare Share Option Schemes or otherwise;
"Intercare Shareholders" the holders of Intercare Shares;
"Intercare Share Option Schemes" The Intercare Group plc Share Option Scheme 1989, The Intercare
Group plc 1997 Unapproved Executive Share Option Scheme, The
Intercare Group plc Inland Revenue Approved Share Option Scheme,
The Intercare Group plc Non Approved Share Option Scheme and The
Intercare Group plc Long Term Incentive Plan;
"Intercare Shares" the existing unconditionally allotted or issued and fully paid
ordinary shares of 2.5 pence each in Intercare and any further
such shares which are unconditionally allotted or issued while
the Offer remains open for acceptance (or, subject to the
provisions of the Code, such earlier date as the Offeror may
decide);
"Listing Rules" the listing rules made by the UKLA (as from time to time
amended);
"London Stock Exchange" London Stock Exchange plc;
"Nomura" Nomura International plc;
"Offer" the offer to be made by CSFB on behalf of the Offeror to acquire
the Intercare Shares subject to the terms and conditions set out
in this announcement and the further terms to be set out in the
Offer Document and the Form of Acceptance and, where the context
so requires, any subsequent revision, variation, extension or
renewal thereof;
"Offer Document" the document to be sent to Intercare Shareholders containing the
full terms and conditions of the Offer;
"Offeror" Cardinal Health U.K. 418 Limited;
"Offer Price" 280 pence per Intercare Share;
"Official List" the Official List of the UKLA;
"Panel" The Panel on Takeovers and Mergers;
"Restricted Jurisdictions" the United States, Australia, Canada or Japan or any other
jurisdiction where extension or acceptance of the Offer would
violate the law of that jurisdiction;
"UKLA" 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; and
"United States" the United States of America, its territories and possessions,
any State of the United States of America and the District of
Columbia.
This information is provided by RNS
The company news service from the London Stock Exchange
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