TIDMGTX
RNS Number : 4271E
Danaher Corporation
18 December 2009
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR
FROM ANY RESTRICTED JURISDICTION (INCLUDING AUSTRALIA, CANADA AND JAPAN) OR ANY
OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT
LAWS OF SUCH JURISDICTION
FOR IMMEDIATE RELEASE
18 December 2009
RECOMMENDED ALL CASH OFFER
by LAUNCHCHANGE LIMITED
a wholly-owned subsidiary of
DANAHER CORPORATION
for
GENETIX GROUP PLC
RULE 8 DISCLOSURE
Further to its announcement in respect of the recommended cash offer ("Offer")
for the entire issued and to be issued share capital of Genetix Group plc
("Genetix") earlier today, Launchchange Limited ("Launchchange") announces, as
required by Rule 8.4(b)(ii) of the City Code, that the letter of intent signed
by Schroder Investment Management Limited ("Schroder") to indicate Schroder's
intention to accept the Offer (in respect of 3,675,724 Genetix Shares,
representing approximately 5 per cent. of the current issue capital of Genetix)
has been terminated (with the consent of Launchchange). Schroder's entire
holding of Genetix Shares has subsequently between purchased by Launchchange,
this purchase being the subject of a separate announcement pursuant to Rule 8.1
of the City Code.
In aggregate, therefore, Launchchange has received irrevocable undertakings to
accept the offer in respect of approximately 78% of the issued share capital of
Genetix to which the offer relates.
Separately, and as disclosed in a separate announcement pursuant to Rule 8.1 of
the City Code, Launchchange has acquired shares in Genetix representing
approximately 8% of the issued share capital of Genetix to which the offer
relates.
In total, therefore, Launchchange either owns or has received irrevocable
undertakings to accept the offer in respect of approximately 85% of the issued
share capital of Genetix to which the offer relates.
Capitalised terms used but not defined in this announcement shall have the
meaning given to them in the Offer Document.
All references to time in this announcement are to London Time.
+-----------------------------------+------------------------------------+
| Danaher: Investor & Media | Tel. +1 202 828 0850 |
| Relations | |
| Matt McGrew | |
| | |
+-----------------------------------+------------------------------------+
| UBS Investment Bank | Tel +44 207 567 8000 |
| (Financial adviser to Danaher) | Tel +44 207 567 8000 |
| Liam Beere | Tel +44 207 567 8000 |
| Thomas Onions | |
| Ewan Davis | |
| | |
+-----------------------------------+------------------------------------+
| Financial Dynamics | Tel. + 44 207 269 7205 |
| (Genetix Investor & Media | Tel. + 44 207 269 7169 |
| Relations) | |
| Jonathan Birt | |
| Susan Quigley | |
| | |
+-----------------------------------+------------------------------------+
| Piper Jaffray | Tel: + 44 203 142 8700 |
| (Financial adviser to Genetix) | Tel: + 44 203 142 8700 |
| Neil Mackison | |
| Tom Rider | |
+-----------------------------------+------------------------------------+
This announcement does not constitute or form part of any offer or invitation to
sell or purchase any securities or the solicitation of an offer to purchase,
otherwise acquire, subscribe for, sell or otherwise dispose of any securities,
pursuant to the Offer or otherwise. The Offer will be made solely by the Offer
Documentation which will contain the full terms and conditions of the Offer,
including details of how the Offer may be accepted. Please carefully read the
Offer Documentation in its entirety before making a decision with respect to the
Offer.
In accordance with, and to the extent permitted by, applicable law, the Code and
normal UK market practice, Launchchange or its nominees or brokers (acting as
agents) or their respective affiliates may make, from time to time, certain
purchases of, or arrangements to purchase, Genetix Shares, other than pursuant
to the Offer, before or during the period in which the Offer remains open for
acceptance. These purchases or arrangements to purchase may occur either in the
open market at prevailing prices or in private transactions at negotiated prices
and shall comply with all applicable laws of the United Kingdom, including the
Code and the rules of the London Stock Exchange, and all applicable United
States securities laws. In addition, in accordance with, and to the extent
permitted by, normal UK market practice, all applicable laws of the United
Kingdom, including the Code and the rules of the London Stock Exchange, and all
applicable United States securities laws, UBS or its affiliates or separately
identifiable departments will continue to act as exempt principal traders in
Genetix Shares on the London Stock Exchange and may make purchases of, or
arrangements to purchase, Genetix Shares other than pursuant to the Offer and
engage in other purchasing or trading activities involving Genetix Shares and
various related derivative transactions in the normal course of their business.
Any information about such purchases will be disclosed on a next Business Day
basis to the Panel and will be available from any Regulatory Information Service
including the Regulatory News Service on the London Stock Exchange website,
www.londonstockexchange.com. To the extent that such information is made public
in the United Kingdom, this information will also be publicly disclosed in the
United States.
UBS is acting exclusively for Danaher and no one else in connection with the
Offer and will not be responsible to anyone other than Danaher for providing the
protections afforded to clients of UBS or for providing advice in relation to
the Offer, the contents of this announcement or any offer or arrangements
referred to in this announcement or in the Offer Documentation.
Piper Jaffray, which is authorised and regulated in the United Kingdom by the
Financial Services Authority, is acting exclusively for Genetix and no one else
in connection with the Offer and will not be responsible to anyone other than
Genetix for providing the protections afforded to the customers of Piper Jaffray
or for providing advice in relation to the Offer, the contents of this
announcement or any offer or arrangements referred to in this announcement or in
the Offer Documentation.
The Offer shall be made solely by Launchchange and neither UBS nor any of its
affiliates are making the Offer.
The Offer is for the securities of a corporation organised under the laws of
England and Wales and is subject to the procedure and disclosure requirements of
the United Kingdom, which are different from those of the United States. The
Offer is being made in the United States pursuant to all applicable United
States' securities laws and otherwise in accordance with the requirements of the
Code. Accordingly, the Offer is subject to disclosure and other procedural
requirements, including with respect to withdrawal rights, the offer timetable,
settlement procedures and timing of payments that are different from those
applicable under United States domestic tender offer procedures and laws.
The distribution of this document in jurisdictions other than the United Kingdom
or the United States may be restricted by the laws of those jurisdictions and
therefore persons into whose possession this document comes should inform
themselves about and observe any such restrictions. Failure to comply with any
such restrictions may constitute a violation of the securities laws of any such
jurisdiction. To the fullest extent permitted by applicable law, the companies
involved in the Offer disclaim any responsibility or liability for the violation
of such restrictions by any person.
Unless otherwise determined by Launchchange, the Offer is not being, and will
not be, made, directly or indirectly, in or into or by the use of the mails of,
or by any other means (including, without limitation, electronic mail, facsimile
transmission, telex, telephone, internet or other forms of electronic
communication) of interstate or foreign commerce of, or any facility of a
national securities exchange of any Restricted Jurisdiction and will not be
capable of acceptance by any such use, means or facility or from within any such
Restricted Jurisdiction. Accordingly, unless otherwise determined by
Launchchange, copies of this announcement and any documentation relating to the
Offer are not being, and must not be, directly or indirectly, mailed or
otherwise forwarded, distributed or sent in or into or from any Restricted
Jurisdiction and persons receiving such documents (including custodians,
nominees and trustees) must not mail or otherwise forward, distribute or send
any such documents in or into or from any such Restricted Jurisdiction, as doing
so may invalidate any purported acceptance of the Offer. Any person (including,
without limitation, custodians, nominees and trustees) who would, or otherwise
intends to, or who may have a contractual or legal obligation to, forward this
announcement and/or the Offer Documentation and/or any other related document to
any jurisdiction outside the United Kingdom or the United States should inform
themselves of, and observe, any applicable legal or regulatory requirements of
any relevant jurisdiction. Neither the SEC nor any US state securities
commission has approved or disapproved the Offer or passed upon the adequacy or
completeness of this document or the Offer Documentation. Any representation to
the contrary is unlawful in the United States.
This announcement has been prepared for the purposes of complying with English
law and the Code and the information disclosed may not be the same as that which
would have been disclosed if this announcement had been prepared in accordance
with the laws and regulations of any jurisdiction outside of England.
Forward-looking Statements
This announcement, including information included in this announcement, contains
"forward?looking statements" concerning Danaher and the Danaher Group and
Genetix and the Genetix Group and their respective plans, objectives and
expected performance, the Offer, the expected timetable for completing the
Offer, future financial and operating results, benefits and synergies of the
Offer for the Danaher Group and the Genetix Group, future opportunities and any
other statements about Danaher or Genetix managements' future expectations,
beliefs, goals, plans or prospects. These forward-looking statements can be
identified by the use of forward?looking terminology, including the terms
"believes", "projects", "estimates", "anticipates", "expects", "intends",
"plans", "goal", "target", "aim", "may", "will", "would", "could",
"should"
or "continue" or, in each case, their negative or other variations or comparable
terminology. Any statements that are not statements of historical fact should
also be considered to be forward-looking statements.
Forward?looking statements are not guarantees of future performance. Such
statements relate to events and depend on circumstances that will occur in the
future and are subject to risks, uncertainties and assumptions that could cause
actual results or developments to differ materially from those expressed or
implied by such forward?looking statements, including but not limited to the
ability to consummate the Offer, the effect of the Offer on Danaher and Genetix,
the ability of Danaher to successfully integrate Genetix's operations and
employees, the ability to realise anticipated synergies and cost savings,
Danaher's ability to realise the full value of Genetix's assets, future business
combinations and dispositions, significant technological and market changes,
changes in business and development plans, the enactment of legislation or
regulation that may impose costs or restrict activities, the re-negotiation of
contracts or licences, fluctuations in demand and pricing, fluctuations in
exchange controls, changes in interest rates, exchange rates and tax rates,
industrial disputes, labour relations and work stoppages, war and terrorism and
other factors described from time to time in Danaher's reports filed with the
SEC (including, but not limited to, Danaher's Annual Report on Form 10-K for the
year ended 31 December 2008 and its Quarterly Report on Form 10-Q for the
quarter ended 2 October 2009).
Many of these risks and uncertainties relate to factors that are beyond the
Danaher Group's ability to control or estimate precisely. Neither Danaher,
Genetix nor Launchchange can give any assurance that such forward?looking
statements will prove to have been correct. The reader is cautioned not to place
undue reliance on these forward-looking statements, which speak only as of the
date of this document. Neither Danaher, Genetix nor Launchchange undertakes any
obligation to update or revise publicly any of the forward-looking statements
set out herein, whether as a result of new information, future events or
otherwise, except to the extent legally required.
Nothing contained herein shall be deemed to be a forecast, projection or
estimate of the future financial performance of any member of the Danaher Group,
the Genetix Group or the Enlarged Group following completion of the Offer unless
otherwise stated.
Dealing Disclosure Requirements
Under the provisions of Rule 8.3 of the Code, if any person is, or becomes,
"interested" (directly or indirectly) in 1 per cent. or more of any class of
"relevant securities" of Genetix, all "dealings" in any "relevant securities" of
that company (including by means of an option in respect of, or a derivative
referenced to, any such "relevant securities") must be publicly disclosed by no
later than 3.30 pm on the Business Day following the date of the relevant
transaction. This requirement will continue until the date on which the Offer
becomes, or is declared, unconditional as to acceptances, lapses or is otherwise
withdrawn or on which the "offer period" otherwise ends. If two or more persons
act together pursuant to an agreement or understanding, whether formal or
informal, to acquire an "interest" in "relevant securities" of Genetix, they
will be deemed to be a single person for the purpose of Rule 8.3.
Under the provisions of Rule 8.1 of the Code, all "dealings" in "relevant
securities" of Genetix by Danaher or Genetix, or by any of their respective
"associates", must be disclosed by no later than 12.00 noon on the Business Day
following the date of the relevant transaction.
A disclosure table, giving details of the companies in whose "relevant
securities" "dealings" should be disclosed, and the number of such securities in
issue, can be found on the Takeover Panel's website at
www.thetakeoverpanel.org.uk.
"Interests in securities" arise, in summary, when a person has long economic
exposure, whether conditional or absolute, to changes in the price of
securities. In particular, a person will be treated as having an "interest" by
virtue of the ownership or control of securities, or by virtue of any option in
respect of, or derivative referenced to, securities.
Terms in quotation marks are defined in the Code, which can also be found on the
Panel's website. If you are in any doubt as to whether or not you are required
to disclose a "dealing" under Rule 8, please contact an independent financial
adviser authorised under the Financial Services and Markets Act 2000, consult
the Panel's website at www.thetakeoverpanel.org.uk or contact the Panel on
telephone number +44 (0)20 7638 0129; fax +44 (0)20 7236 7013.
Publication on the Danaher and Genetix websites
A copy of this announcement is and will be available free of charge, subject to
certain restrictions relating to persons resident in Restricted Jurisdictions,
for inspection on Danaher's website at www.danaher.com and on Genetix's website
at www.genetix.com during the course of the Offer.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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