TIDMASD TIDMTTM
RNS Number : 6756P
Axis-Shield PLC
06 October 2011
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD
CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF THAT
JURISDICTION
(For immediate release)
6 October 2011
Axis-Shield plc ("Axis-Shield" or the "Company")
Recommendation of revised offer for Axis-Shield
The Board of Axis-Shield (the "Board") notes the increased offer
of 470 pence per share from Alere for the entire issued and to be
issued share capital of Axis-Shield (the "Revised Offer").
The Board of Axis-Shield has considered its position and has
sought feedback from a number of shareholders representing a
material proportion of Axis-Shield's share capital.
Based on the feedback from these shareholders, as well as the
ongoing volatile economic and market backdrop, the Board believes
that Alere's revised acceptance condition of 50 per cent. will most
likely be met, particularly in the light of their current
shareholding of 29.9 per cent. of Axis-Shield's share capital.
Furthermore, the Board believes that the probability of sufficient
shareholders accepting the offer by Alere over and above this
revised acceptance condition, such that the number of Axis-Shield
shares held in public hands falls below the UK Listing Authority's
listing eligibility threshold of a free float of 25 per cent., has
increased materially. As a result, the Board believes that the risk
of a cancellation of Axis-Shield shares has increased significantly
and there is no certainty that Axis-Shield will be able to maintain
its listing on the London Stock Exchange (the "Listing") following
closure of the Revised Offer.
In addition, in the event that Axis-Shield's Listing is
cancelled, Axis-Shield shareholders who have not accepted the
Revised Offer by its closure will own shares in an unlisted company
controlled by Alere. In such circumstances, Axis-Shield
shareholders would no longer be provided the protections available
to them under the Listing Rules; the liquidity and marketability of
Axis-Shield shares could be significantly adversely affected, and
Axis-Shield shareholders' ability to dispose of their Axis-Shield
shares following closure of the Revised Offer will be materially
restricted.
While the Board of Axis-Shield, which has been so advised by
J.P. Morgan Cazenove, considers the Offer to undervalue Axis-Shield
fundamentally, for the reasons stated above, it is now recommending
that shareholders accept the Offer, as they will now be doing in
respect of their own beneficial shareholdings. In providing advice
to the Board, J.P. Morgan Cazenove has taken into account the
Board's commercial assessments.
In joint consultation with the Takeover Panel, the Boards of
Axis-Shield and Alere have agreed to extend the timetable for the
Offer to remain open for acceptances until 24 October 2011 at 1.00
p.m. (London time) (equivalent to 2.00 p.m. Oslo time).
This announcement is made on the London Stock Exchange and is
repeated in Norway for Oslo Stock Exchange purposes under the
'equivalent information' rule (DTR Rule 2.4).
Contacts:
Axis-Shield plc
Ian Gilham, Chief Executive Officer +44 (0)20 3178 7849
Ronny Hermansen, Finance Director
J.P. Morgan Cazenove
John Muncey / Dwayne Lysaght / Gina
Gibson +44 (0)20 7742 4000
Peel Hunt LLP
James Steel / Andy Crossley / Vijay
Barathan +44 (0)20 7418 8900
M:Communications
Peter Laing / Emma Thompson / Claire
Dickinson +44 (0)20 7920 2342
E-mail: axisshield@mcomgroup.com
Corporate Communications (Norway)
Geir Bjorlo / Hakon Ronning +47 23 89 89 30
Further information
The Directors of Axis-Shield accept responsibility for the
information contained in this document except that the only
responsibility accepted in respect of the information relating to
Alere, which has been compiled from published sources, is to ensure
that it has been correctly and fairly reproduced and presented.
Subject as aforesaid, to the best of the knowledge and belief of
the Directors (who have taken all reasonable care to ensure that
such is the case), the information contained in this document is in
accordance with the facts and does not omit anything likely to
affect the import of such information.
J.P. Morgan Limited, which conducts its UK investment banking
business as J.P. Morgan Cazenove and is authorised and regulated in
the United Kingdom by the Financial Services Authority, is acting
for Axis-Shield and for no one else in connection with the matters
set out in this announcement and will not be responsible to anyone
other than Axis-Shield for providing the protections afforded to
clients of J.P. Morgan Limited or for providing advice in relation
to the matters set out in this announcement. J.P. Morgan Cazenove
has given and not withdrawn its written consent to the issue of
this document with the references to its name in the form and
context in which they appear.
Peel Hunt LLP, which is authorised and regulated in the United
Kingdom by the Financial Services Authority, is acting for
Axis-Shield and for no one else in connection with the matters set
out in this announcement and will not be responsible to anyone
other than Axis-Shield for providing the protections afforded to
clients of Peel Hunt LLP or for providing advice in relation to the
matters set out in this announcement.
This announcement is not intended to, and does not, constitute
or form part of any offer, invitation or the solicitation of an
offer to purchase, otherwise acquire, subscribe for, sell or
otherwise dispose of, any securities, or the solicitation of any
vote or approval in any jurisdiction. Any offer (if made) will be
made solely by certain offer documentation which will contain the
full terms and conditions of any offer (if made). This announcement
has been prepared in accordance with English law and the UK City
Code on Takeovers and Mergers (the "Code") and information
disclosed may not be the same as that which would have been
prepared in accordance with the laws of jurisdictions outside of
the United Kingdom.
The release, distribution or publication of this announcement in
jurisdictions other than the UK may be restricted by law and
therefore any persons who are subject to the laws of any
jurisdiction other than the UK should inform themselves about and
observe any applicable requirements.
Dealing Disclosure Requirements
Under Rule 8.3(a) of the Code, any person who is interested in
1% or more of any class of relevant securities of an offeree
company or of any paper offeror (being any offeror other than an
offeror in respect of which it has been announced that its offer
is, or is likely to be, solely in cash) must make an Opening
Position Disclosure following the commencement of the offer period
and, if later, following the announcement in which any paper
offeror is first identified. An Opening Position Disclosure must
contain details of the person's interests and short positions in,
and rights to subscribe for, any relevant securities of each of (i)
the offeree company and (ii) any paper offeror(s). An Opening
Position Disclosure by a person to whom Rule 8.3(a) applies must be
made by no later than 3.30 p.m. (London time) on the 10th business
day following the commencement of the offer period and, if
appropriate, by no later than 3.30 p.m. (London time) on the 10th
business day following the announcement in which any paper offeror
is first identified. Relevant persons who deal in the relevant
securities of the offeree company or of a paper offeror prior to
the deadline for making an Opening Position Disclosure must instead
make a Dealing Disclosure.
Under Rule 8.3(b) of the Code, any person who is, or becomes,
interested in 1% or more of any class of relevant securities of the
offeree company or of any paper offeror must make a Dealing
Disclosure if the person deals in any relevant securities of the
offeree company or of any paper offeror. A Dealing Disclosure must
contain details of the dealing concerned and of the person's
interests and short positions in, and rights to subscribe for, any
relevant securities of each of (i) the offeree company and (ii) any
paper offeror, save to the extent that these details have
previously been disclosed under Rule 8. A Dealing Disclosure by a
person to whom Rule 8.3(b) applies must be made by no later than
3.30 pm (London time) on the business day following the date of the
relevant dealing.
If two or more persons act together pursuant to an agreement or
understanding, whether formal or informal, to acquire or control an
interest in relevant securities of an offeree company or a paper
offeror, they will be deemed to be a single person for the purpose
of Rule 8.3.
Opening Position Disclosures must also be made by the offeree
company and by any offeror and Dealing Disclosures must also be
made by the offeree company, by any offeror and by any persons
acting in concert with any of them (see Rules 8.1, 8.2 and
8.4).
Details of the offeree and offeror companies in respect of whose
relevant securities Opening Position Disclosures and Dealing
Disclosures must be made can be found in the Disclosure Table on
the Takeover Panel's website at www.thetakeoverpanel.org.uk,
including details of the number of relevant securities in issue,
when the offer period commenced and when any offeror was first
identified. If you are in any doubt as to whether you are required
to make an Opening Position Disclosure or a Dealing Disclosure, you
should contact the Panel's Market Surveillance Unit on +44 (0)20
7638 0129.
A copy of this announcement will be available on Axis-Shield's
website at http://www.axis-shield.com by no later than 12 noon
(London time) on 7 October 2011.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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