RNS No 8210w
CELLTECH PLC
15 June 1999
PART 1
Not for release, publication or distribution in or into the United States of
America, Canada, Australia or Japan.
Celltech plc
Merger with
Chiroscience Group plc
Summary
The boards of two leading UK biopharmaceutical companies, Celltech plc
("Celltech") and Chiroscience Group plc ("Chiroscience"), today announce that
they have agreed terms for a merger of their businesses (the "Merger").
The merged company, Celltech Chiroscience plc (the "Enlarged Group"), will be
one of the largest biopharmaceutical companies in Europe, with a broad and
innovative new product portfolio and outstanding drug discovery and
development capabilities. The Enlarged Group will have over 400 research and
development staff and current combined annual research and development
expenditure of some #51 million.
The Enlarged Group will have a strong financial profile, with some #80 million
in cash and liquid investments.
Merger Offer
The Merger will be effected by way of a recommended all share offer to be made
by Flemings on behalf of Celltech for all the existing issued (and to be
issued) share capital of Chiroscience (the "Merger Offer").
- The Merger Offer will be made on the basis of 62 New Celltech Shares for
every 100 Chiroscience Shares.
- The Merger Offer values each Chiroscience Share at 293 pence and the entire
issued share capital of Chiroscience at approximately #331 million, based
upon Celltech's share price of 472.5 pence and market capitalisation of
approximately #365 million*.
- The Merger Offer represents a premium of 13.1 per cent. over the Closing
Price of 259 pence per Chiroscience Share on 14 June 1999** and 18.3 per
cent. over the average Closing Price of 247.6 pence per Chiroscience Share
for the last 30 business days***.
- Chiroscience Shareholders will hold approximately 47.6 per cent. and
Celltech Shareholders approximately 52.4 per cent. of the issued ordinary
share capital of the Enlarged Group.
- The Merger Offer is unanimously recommended by the Directors of
Chiroscience, who have been advised by Lehman Brothers.
- The Directors of Chiroscience have undertaken to accept the Merger Offer in
respect of their own aggregate beneficial holdings of 1,102,493
Chiroscience Shares representing approximately 1.0 per cent. of
Chiroscience's issued share capital.
- In view of its size, the Merger Offer is conditional, inter alia, on the
approval of Celltech Shareholders. The Directors of Celltech, who have
been advised by Flemings, unanimously recommend Celltech Shareholders to
vote in favour of the Merger Offer, as they have undertaken to do in
respect of their own aggregate beneficial holdings of 307,777 Celltech
Shares, representing approximately 0.4 per cent. of Celltech's issued share
capital.
Management
Following completion of the Merger Offer, the executive directors of the
Enlarged Group will be:
Name Position
Peter Fellner Chief Executive Officer
Peter Allen Chief Operating Officer
Christine Soden Chief Financial Officer
Bob Jackson Research & Development Director
Melanie Lee Director of Discovery
John Jackson has agreed to continue in his role as non-executive Chairman for
a further three years. Hugh Collum will be non-executive Deputy Chairman.
Marvin Jaffe and Barry Price will join as non-executive Directors from the
Chiroscience board and, upon completion of the Merger Offer, Stewart Siddall
and Robert Thian will be resigning as non-executive Directors from the
Celltech board and Ron Cape from the Chiroscience board.
Following the successful conclusion of the Merger discussions and the
completion of worldwide licence agreements for Chirocaine, Dr John Padfield,
currently Chief Executive of Chiroscience, has today conditionally accepted an
offer to take up the position of chief executive of Nycomed Amersham's imaging
division and a seat on the main board of Nycomed Amersham plc. Dr Padfield is
expected to take up this position following completion of the Merger Offer.
Andy Richards, a founder of Chiroscience, has today announced his intention to
leave Chiroscience to concentrate on directing investment into new
product-focused and internet-based healthcare companies as one of the managing
partners of Veritas Venture Partners.
It is proposed that Christine Soden becomes non-executive chairman of
ChiroTech, upon the completion of the Merger Offer.
Benefits of combining Celltech and Chiroscience
The Directors of both Celltech and Chiroscience believe that there will be
significant competitive advantages created by the Merger, particularly:
- One of the strongest, widest and most innovative new product portfolios in
the European biopharmaceutical sector, including several first-in-class
products, with:
- one new product approved and a further three in advanced stages of
development; and
- a further eight products either in clinical or in pre-clinical
development.
- A valuable and broad drug discovery pipeline.
- A broad range of research, development and marketing collaborations for
many of its products with some of the world's leading pharmaceutical
companies.
- Drug discovery and development technologies and skills which are highly
complementary and synergistic. The Enlarged Group will have a full range
of drug discovery and development capabilities.
- A strong financial profile. The Enlarged Group will have some #80 million
in cash and liquid investments and continuing revenues from ChiroTech,
Celltech antibody technology licensing, future royalty streams from
Chirocaine and the Enlarged Group's new products in late stage development
programmes.
The Enlarged Group's larger and broader new product portfolio and drug
discovery pipeline will create a more diversified spread of risks for
investors in both companies.
The management teams of both companies will be combined in order to capitalise
upon and maximise the considerable skills and capabilities of its people.
It is expected that appreciable cost savings can be achieved within the
Enlarged Group, particularly by eliminating duplication from the combined
infrastructure. These cost savings are expected to be obtained within the
Enlarged Group's first full financial year, following completion of the Merger
Offer. Celltech intends to extend its current financial year end to 31
December 1999.
One of the Enlarged Group's key goals will be to become financially
self-sustaining and profitable, and in recent years both Celltech and
Chiroscience have moved significantly closer to achieving this. The Merger is
expected to assist in securing these goals.
Commenting on the Merger, John Jackson, Chairman of Celltech, said:
"Celltech was the first dedicated biotechnology company in the UK. This
merger between two high quality British companies creates one of Europe's
leading biopharmaceutical companies. With its wider skills base and
considerable financial strength, we look forward to creating significant value
for our shareholders and staff."
Commenting on the Merger, Hugh Collum, Chairman of Chiroscience, said:
"We have always advocated that consolidation within our sector of the
pharmaceutical industry was essential to provide the critical mass necessary
to build sustainable profits and cashflow whilst minimising the risks
associated with a small product pipeline.
"We also have to compete with the major drug discovery companies which have
substantial capacity to create new proprietary targets. By combining the
strengths of Celltech and Chiroscience - which are arguably the strongest
biopharmaceutical companies in the UK - we have now reset the model for
success.
"When completed, this merger will mark the end of Dr Padfield's leadership of
Chiroscience; during his tenure, John has helped build Chiroscience and attain
its current strength and position as one of the first gene-to-drug
biopharmaceutical companies. We thank John Padfield and Andy Richards for
their part in building the company to this stage and, in particular, for
successfully concluding the commercialisation strategy of Chirocaine, as
announced today. We wish them both well in their exciting new careers."
Commenting on the Merger, Peter Fellner, Chief Executive of Celltech, said:
"The Enlarged Group will have an exceptionally strong profile, in terms of
both its drug development and discovery pipeline and its financial resources.
This merger represents an outstanding opportunity to develop a substantial
biopharmaceutical business, based upon Celltech and Chiroscience's innovative
product portfolio and pioneering drug discovery capabilities."
THIS SUMMARY SHOULD BE READ IN CONJUNCTION WITH THE FULL TEXT OF THE FOLLOWING
ANNOUNCEMENT ABOUT THE MERGER OFFER.
There will be a briefing for analysts at 9.15 a.m. (for 9.30 a.m.) today, 15
June 1999, at The Brewery, Chiswell Street, London EC2.
* Based on the Closing Price of Celltech Shares on 14 June 1999, the latest
business day immediately prior to this announcement.
** Based on the Closing Price of Chiroscience Shares on 14 June 1999, the
latest business day immediately prior to this announcement.
*** Based on the 30 business days prior to and including 14 June 1999, the
latest business day immediately prior to this announcement.
Enquiries:
Celltech Chiroscience
John Jackson, Chairman Hugh Collum, Chairman
Peter Fellner, Chief Executive John Padfield, Chief Executive
Peter Allen, Finance Director Christine Soden, Finance Director
0171 638 5858 (today) 0171 831 3113 (today)
01753 534655 (from 16 June) 01223 420430 (from 16 June)
Flemings Lehman Brothers
Bernard Taylor Chad Floe
David Fletcher Murray Orr
Guy Wood-Gush 0171 601 0011
0171 638 5858
Cazenove & Co. Merrill Lynch
Julian Cazalet Peter Moorhouse
Tony Brampton Mark Brooker
0171 588 2828 0171 772 1000
Brunswick Financial Dynamics
Jon Coles Giles Sanderson
Kathy Hannaford 0171 831 3113
0171 404 5959
Flemings, which is regulated by The Securities and Futures Authority Limited,
is acting for Celltech and no one else in connection with the Merger Offer and
will not be responsible to anyone other than Celltech for providing the
protections afforded to customers of Flemings, nor for providing advice in
relation to the Merger Offer.
Lehman Brothers, which is regulated by The Securities and Futures Authority
Limited, is acting for Chiroscience and no one else in connection with the
Merger Offer and will not be responsible to anyone other than Chiroscience
for providing the protections afforded to customers of Lehman Brothers nor
for providing advice in relation to the Merger Offer.
This announcement does not constitute an offer or an invitation to purchase
any securities.
Appendix IV contains the definitions of terms used in this announcement.
This announcement has been approved by Flemings and Lehman Brothers for the
purposes of section 57 of the Financial Services Act 1986.
---------------------------------------------------
Not for release, publication or distribution in or into the United States of
America, Canada, Australia or Japan.
Celltech plc
Merger with
Chiroscience Group plc
1. Introduction
The boards of Celltech plc ("Celltech") and Chiroscience Group plc
("Chiroscience") are pleased to announce that they have today reached
agreement on the terms for a merger ("Merger") of their businesses.
The Merger will be effected by way of a recommended all share offer to be
made by Flemings on behalf of Celltech for all the issued (and to be issued)
share capital of Chiroscience (the "Merger Offer").
The Merger Offer will be made on the basis of 62 New Celltech Shares for
every 100 Chiroscience Shares, valuing each Chiroscience Share at 293 pence
and the whole of the existing issued share capital of Chiroscience at
approximately #331 million (based on the Closing Price of 472.5 pence per
Celltech Share on 14 June 1999 (the latest business day immediately prior to
this announcement)).
Chiroscience Shareholders will hold approximately 47.6 per cent. and
Celltech Shareholders approximately 52.4 per cent. of the issued ordinary
share capital of the Enlarged Group.
The Merger will create one of the largest biopharmaceutical companies in
Europe.
2. Recommendations and undertakings
The Directors of Chiroscience, who have been advised by Lehman Brothers,
consider the terms of the Merger Offer to be fair and reasonable. In providing
its advice to the Directors of Chiroscience, Lehman Brothers has taken into
account the Directors' commercial assessments of the Merger.
The Directors of Chiroscience intend unanimously to recommend Chiroscience
Shareholders to accept the Merger Offer, as they have undertaken to do in
respect of their own beneficial holdings of, in aggregate, 1,102,493
Chiroscience Shares, representing approximately 1.0 per cent. of
Chiroscience's existing issued share capital.
The Directors of Celltech, who have been advised by Flemings, believe that the
Merger Offer is in the best interests of Celltech and its shareholders as a
whole. In providing its advice to the Directors of Celltech, Flemings has
taken into account the Directors' commercial assessments of the Merger.
Accordingly, the Directors will unanimously recommend Celltech Shareholders to
vote in favour of the resolutions to be proposed at the Extraordinary General
Meeting of Celltech (to be held in connection with the Merger Offer and to be
convened in due course), as they have undertaken to do in respect of their own
beneficial holdings of, in aggregate, 307,777 Celltech Shares, representing
approximately 0.4 per cent. of the issued share capital of Celltech.
3. Merger Offer
On behalf of Celltech, Flemings will offer to acquire, subject to the
conditions and further terms set out in Appendix I and to be set out in
the Merger Offer Document, all of the Chiroscience Shares on the following
basis:
for every 100 Chiroscience Shares 62 New Celltech Shares
and so in proportion for any other number of Chiroscience Shares held.
The Merger Offer will not include any cash or loan note alternative.
On the basis of the Closing Price of 472.5 pence per Celltech Share on 14
June 1999 (the latest business day immediately prior to the date of this
announcement), the Merger Offer values each Chiroscience Share at 293 pence
and the whole of the existing issued share capital of Chiroscience at
approximately #331 million. The Merger Offer represents a premium of 13.1 per
cent. over the Closing Price of 259 pence per Chiroscience Share on that date.
The Merger Offer also represents a premium of 18.3 per cent. over the average
Closing Price of 247.6 pence per Chiroscience Share for the last 30 business
days prior to and including 14 June 1999.
Full acceptance of the Merger Offer (without taking account of the exercise of
any options under the Chiroscience Share Option Schemes) would result in the
issue of up to 70,130,103 New Celltech Shares, representing approximately 47.6
per cent. of the enlarged issued ordinary share capital of Celltech.
Application will be made for the New Celltech Shares to be admitted to
the Official List. The Merger Offer will extend to all Chiroscience Shares
unconditionally allotted or issued on the date on which the Merger Offer is
made and any further Chiroscience Shares unconditionally allotted or issued
while the Merger Offer remains open for acceptance.
Cazenove & Co. are brokers to Celltech and Merrill Lynch are brokers to
Chiroscience.
4. Further details of the Merger Offer
The New Celltech Shares issued pursuant to the Merger Offer will be issued
credited as fully paid and will rank pari passu in all respects with the
existing Celltech Shares including the right to receive and retain in full
future dividends and other distributions (if any) declared, made or paid after
the date of this announcement.
The Chiroscience Shares which are the subject of the Merger Offer are to
be acquired by Celltech fully paid and free from all liens, charges,
encumbrances, rights of pre-emption and any other third party rights of any
nature whatsoever and together with all rights attaching thereto, including
the right to receive all dividends and other distributions (if any) declared,
made or paid after the date of this announcement. The board of Chiroscience
did not declare or recommend a dividend for the year ended 28 February 1999.
Fractions of New Celltech Shares will not be allotted or issued to persons
accepting the Merger Offer and such entitlements to New Celltech Shares under
the Merger Offer will be rounded down to the nearest whole number of New
Celltech Shares. Fractional entitlements to New Celltech Shares will be
aggregated and sold in the market with the proceeds distributed pro rata to
Chiroscience Shareholders entitled thereto. However, individual entitlements
of less than #3.00 will not be paid to Chiroscience Shareholders but will be
retained for the benefit of the Enlarged Group.
The Merger Offer is conditional, inter alia, upon the Celltech Shareholders
passing resolutions to approve the Merger Offer and to take other steps
necessary to implement the Merger Offer.
Appendix II of this announcement contains an illustration of the financial
effects of acceptance of the Merger Offer.
5. Information relating to Celltech
Celltech is a research-based pharmaceutical company, focused on the discovery
and development of novel therapeutic products, targeted mainly at immune and
inflammatory disorders and cancer.
Celltech research brings together medicinal chemistry and molecular biology
expertise, enabling a broad pipeline of discovery and development programmes
to be undertaken. Celltech's pipeline includes engineered human antibodies
and new chemical entities.
Celltech pursues a commercial strategy of collaborations with major
pharmaceutical companies particularly for the later stages of development and
subsequent marketing of products. Collaborations enable Celltech to access
the expertise and financial strength of pharmaceutical companies whilst
retaining a significant financial return for itself.
For the six months ended 31 March 1999, Celltech incurred a loss on ordinary
activities after taxation of #5.7 million and as at that date had net assets
of #36.5 million.
6. Information relating to Chiroscience
Chiroscience is an emerging pharmaceutical company with two distinct but
complementary parts; Chiroscience Research and Development, the company's core
pharmaceutical products business, and the specialist service businesses,
ChiroTech and Rapigene.
Chiroscience R&D uses its gene-to-drug skills base to discover and develop
innovative small-molecule pharmaceuticals for the treatment of inflammation,
pain, cancer, osteoporosis and auto-immune disease. Chirocaine, its
long-acting local anaesthetic, has now secured worldwide licences with major
partners and is close to market. A separate announcement in respect of
licence agreements secured for Chirocaine has been issued today.
ChiroTech is a profitable business that is a world leader in the provision of
specialist chiral chemistry services and products and whose customer base of
major pharmaceutical companies is growing rapidly. Strategic alliances with a
number of global partners have broadened the range of products and services
that ChiroTech can offer.
Rapigene is commercialising its Masscode system for high-throughput genetic
measurement and analysis by offering a rapid, cost-effective analytical
service to life science customers.
For the twelve months ended 28 February 1999, Chiroscience incurred a loss on
ordinary activities after taxation of #17.2 million and as at that date had
net assets of #37.1 million.
7. Background to and reasons for the Merger Offer
The Directors of both Celltech and Chiroscience believe that there will be
significant competitive advantages created by the Merger. These include: a
wide and innovative new product portfolio; a valuable and broad drug discovery
pipeline; collaborations with high quality major pharmaceutical partners;
outstanding drug discovery and development capabilities; exceptional
financial strength for the Enlarged Group; and an enhanced range of skills and
capabilities amongst its staff.
The Enlarged Group will have a larger and broader new product portfolio and
drug discovery pipeline: this will create a more diversified spread of risks
for investors in both companies.
A wide and innovative new product portfolio, with leading pharmaceutical
partners
The Enlarged Group will possess one of the strongest new product portfolios
within the European biopharmaceutical sector, with one product approved, a
further three in advanced stages of development and a further eight that are
either in clinical or pre-clinical development.
Key new products include:
- Chirocaine, recently approved in Sweden and with approvable status in the
United States for anaesthesia and pain management, partnered with Abbott
International worldwide except for the United States and Japan where it is
partnered with Purdue Pharma and Maruishi respectively;
- CMA 676, a pioneering treatment for leukaemia developed with American Home
Products, for which a US NDA is expected to be filed in the latter half of
this year;
- CDP 571, for the treatment of Crohn's disease, currently in pivotal studies
with filing for US marketing approval expected during the year 2000; and
- Needle-free Lidocaine, for pain relief, being developed with PowderJect,
with regulatory filings expected in the latter half of the year 2000.
A valuable and broad drug discovery pipeline
Products in earlier stages of development include:
- CDP 870 for rheumatoid arthritis (Phase II);
- CMB 401 for ovarian cancer (Phase II; partner American Home Products);
- D2785 for attention deficit disorder (Phase II; partner Medeva);
- SCH55700 for asthma (Phase I/II; partner Schering-Plough);
- BMS275291 for cancer (Phase I/II; partner Bristol-Myers Squibb);
- D1927 for rheumatoid arthritis (Phase I);
- CDP 860 for coronary restenosis (Phase I); and
- D4396 for asthma (pre-clinical, partner Schering-Plough).
Outstanding drug discovery and development capabilities
The discovery technologies and skills within Celltech and Chiroscience are
highly complementary and synergistic. The Enlarged Group will have a full
range of drug discovery and development capabilities.
Celltech possesses strengths in molecular biology, molecular immunology and
antibody engineering. Chiroscience's strengths are gene-based novel target
discovery and associated bioinformatics, together with a broad range of
chemistry, scale-up capabilities and a proven track record in clinical
development. Importantly, the medicinal chemistry and pharmacology
capabilities in both companies will achieve significant critical mass when
combined.
The extensive repertoire of technologies that the Enlarged Group will possess
will therefore enable it to exploit its proprietary novel targets fully and
effectively for drug discovery. Both its antibody technology and its
extensive medicinal chemistry resources will be focused on these novel
therapeutic opportunities.
The main therapeutic targets of current discovery programmes include important
immune and inflammatory disorders, cancer and bone disorders. Research is
conducted in state-of-the-art facilities located in Cambridge, Slough and
Seattle, and involves more than 400 staff.
The Enlarged Group will continue to pursue a series of pioneering discovery
programmes in collaboration with leading pharmaceutical companies, including
Merck and Schering-Plough in asthma, AstraZeneca in osteoarthritis, and
American Home Products and Bristol-Myers Squibb in cancer.
Financial strength
Celltech Chiroscience plc will have cash and liquid investments of some #80
million and revenue arising from three main sources:
- ChiroTech (#12.5 million operating profit on revenues of #30 million for
the 12 months to 28 February 1999);
- antibody technology licensing income (#11 million (net) for the 12 months
to 31 March 1999); and
- milestone payments received from partners in relation to R&D programmes.
In addition the Enlarged Group is expected to benefit from revenue arising for
Chirocaine and other products where approved.
The Enlarged Group has a current combined annual research and development
expenditure of some #51 million and other operating costs of #10 million
(excluding costs related to ChiroTech).
It is expected that appreciable cost savings can be achieved within the
Enlarged Group, particularly by eliminating duplication from the combined
infrastructure. These cost savings are expected to be obtained within the
Enlarged Group's first full financial year, following completion of the Merger
Offer. Celltech intends to extend its current financial year end to 31
December 1999.
One of the Enlarged Group's key goals will be to become financially
self-sustaining and profitable, and in recent years both Celltech and
Chiroscience have moved significantly closer to achieving this. The Merger is
expected to assist in securing these goals.
8. Management and employees
Following completion of the Merger Offer, the executive directors of the
Enlarged Group will be:
Name Position
Peter Fellner Chief Executive Officer
Peter Allen Chief Operating Officer
Christine Soden Chief Financial Officer
Bob Jackson Research & Development Director
Melanie Lee Director of Discovery
John Jackson has agreed to continue in his role as non-executive Chairman for
a further three years. Hugh Collum will be non-executive Deputy Chairman.
Sir Tom Blundell will continue as Chairman of the Science Council of the
Enlarged Group. Marvin Jaffe and Barry Price will join as non-executive
Directors from the Chiroscience board. It is proposed that Christine Soden
becomes non-executive chairman of ChiroTech, upon the completion of the Merger
Offer.
The board committees of the Enlarged Group will comprise:
Nominations: John Jackson (Chairman), Hugh Collum and Peter Fellner
Remuneration: Hugh Collum (Chairman), John Jackson and Marvin Jaffe
Audit: Mick Newmarch (Chairman), Chris Edwards and Barry Price
Upon completion of the Merger Offer, Stewart Siddall and Robert Thian will be
resigning as non-executive Directors from the Celltech board and Ron Cape from
the Chiroscience board.
Following the successful conclusion of merger discussions and the completion
of worldwide licence agreements for Chirocaine, Dr Padfield, current Chief
Executive of Chiroscience, has today conditionally accepted the offer to take
up the position of chief executive of Nycomed Amersham's imaging division and
a seat on the main board of Nycomed Amersham plc. Dr Padfield is expected to
take up this position following completion of the Merger Offer.
Andy Richards, a founder of Chiroscience, has announced his intention to leave
Chiroscience to concentrate on directing investment into new product-focused
and internet-based healthcare companies as one of the managing partners of
Veritas Venture Partners.
The management teams of both companies will be combined in order to capitalise
upon and maximise the considerable skills and capabilities of its people.
The board of Celltech confirms that the existing rights, including pension
rights, of all management and employees of Chiroscience will be fully
safeguarded, following completion of the Merger Offer.
9. Share Option Schemes
The Merger Offer extends to any Chiroscience Shares unconditionally allotted
or issued, while the Merger Offer remains open for acceptance, pursuant to the
exercise of options under the Chiroscience Share Option Schemes.
If the Merger Offer becomes or is declared unconditional in all respects,
appropriate proposals will be made to participants in the Chiroscience Share
Option Schemes. These proposals may include the ability for option holders to
exchange their options over Chiroscience Shares for options of an equivalent
value over New Celltech Shares.
In the spirit of the Merger, the boards of Celltech and Chiroscience believe
that it is appropriate to mark the creation of the Enlarged Group by
reconstituting the employee share option arrangements applicable to the
Enlarged Group. Accordingly, it is intended that proposals be put
to Celltech Shareholders for the establishment of a new share option scheme or
schemes appropriate to a company of the size of the Enlarged Group and for the
realisation and/or cancellation of options granted under the existing schemes
of Celltech and Chiroscience. Details of the proposals will be set out in the
Merger Offer Document and circular to Celltech Shareholders referred to in
paragraph 12.
10. Settlement, listing and dealing
Where an acceptance relates to Chiroscience Shares held in CREST (that is, in
uncertificated form) the New Celltech Shares to which the accepting
Chiroscience Shareholder is entitled will be issued to such shareholder in
uncertificated form within the CREST system.
Where an acceptance relates to Chiroscience Shares in certificated form, the
New Celltech Shares to which the accepting Chiroscience Shareholder is
entitled will be issued in certificated form. Definitive certificates for the
New Celltech Shares will be despatched by first-class post (or by such other
method as may be approved by the Panel).
In relation to New Celltech Shares issued in certificated form, temporary
documents of title will not be issued. Pending the despatch by post of
definitive certificates for such New Celltech Shares in accordance with the
terms of the Merger Offer, transfers will be certified against the register.
Application will be made to the London Stock Exchange for the New Celltech
Shares to be admitted to the Official List. Celltech intends to make such an
application to the London Stock Exchange prior to the posting of the Merger
Offer Document.
It is expected that listing will become effective and that dealings, for
normal settlement, in the New Celltech Shares will commence on the London
Stock Exchange on the first business day following the day on which the Merger
Offer becomes or is declared unconditional in all respects (save only for
admission of the New Celltech Shares to the Official List becoming effective).
Further details on settlement, listing and dealing will be included in the
documents to be sent to Celltech Shareholders and to Chiroscience
Shareholders.
11. Interests in shares
Neither Celltech, nor any of the Directors of Celltech, nor so far as Celltech
is aware, any party acting in concert with Celltech, owns or controls any
Chiroscience Shares or holds options to purchase any Chiroscience Shares or
has entered into any derivatives referenced to Chiroscience Shares.
12. General
The formal Merger Offer Document, setting out the details of the Merger Offer,
Listing Particulars and Form of Acceptance will be despatched to Chiroscience
Shareholders by Flemings as soon as practicable. The Merger Offer Document
and Listing Particulars will also be despatched to Celltech and Chiroscience
optionholders for information only. A circular to Celltech Shareholders
explaining the Merger Offer and convening the Extraordinary General Meeting
will be despatched at the same time together with the Listing Particulars.
-------------------------------
Flemings, which is regulated by The Securities and Futures Authority Limited,
is acting for Celltech and no one else in connection with the Merger Offer and
will not be responsible to anyone other than Celltech for providing the
protections afforded to customers of Flemings, nor for providing advice in
relation to the Merger Offer.
Lehman Brothers, which is regulated by The Securities and Futures Authority
Limited, is acting for Chiroscience and no one else in connection with the
Merger Offer and will not be responsible to anyone other than Chiroscience
for providing the protections afforded to customers of Lehman Brothers nor for
providing advice in relation to the Merger Offer.
This announcement does not constitute an offer or an invitation to purchase
any securities.
Appendix IV contains the definitions of terms used in this announcement.
This announcement has been approved by Flemings and Lehman Brothers for the
purposes of section 57 of the Financial Services Act 1986.
MORE TO FOLLOW
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