TIDMGTX
RNS Number : 3110F
Danaher Corporation
10 January 2010
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
11 January 2010
RECOMMENDED ALL CASH OFFER ("Offer")
by LAUNCHCHANGE LIMITED ("Launchchange")
a wholly-owned subsidiary of DANAHER CORPORATION ("Danaher")
for
GENETIX GROUP PLC ("Genetix")
ANNOUNCEMENT REGARDING OFFER BEING DECLARED WHOLLY UNCONDITIONAL, LEVEL OF
ACCEPTANCES, COMMENCEMENT OF THE COMPULSORY ACQUISITION PROCEDURE AND
APPLICATION FOR DELISTING AND CANCELLATION OF TRADING OF GENETIX SHARES
Offer wholly unconditional
Launchchange announces that the Offer on behalf of Danaher for Genetix is now
wholly unconditional.
Level of acceptances
As at 1.00 p.m. on 8 January 2010, Launchchange had received acceptances of the
Offer in respect of 60,116,000 Genetix Shares representing approximately 83 per
cent. of the issued share capital of Genetix to which the Offer relates. As set
out in the Offer Document dated 18 December 2009, 8 January 2010 was the first
closing date of the recommended cash offer for Genetix.
Prior to the announcement of the Offer on 18 December 2009, Launchchange had
received irrevocable undertakings to accept (or procure the acceptance of) the
Offer from Genetix Directors in respect of their own beneficial holdings of, in
aggregate, 22,894,335 Genetix Shares, representing approximately 32 per cent. of
the issued share capital of Genetix to which the Offer relates.
Launchchange had also received irrevocable undertakings to accept (or procure
the acceptance of) the Offer from certain other individual Genetix Shareholders
(not being Genetix Directors) in respect of their respective entire beneficial
holdings of, in aggregate, 29,854,161 Genetix Shares, representing approximately
41 per cent. of Genetix's issued share capital to which the Offer relates.
Further, Liontrust Asset Management plc had irrevocably undertaken to accept the
Offer in respect of, in aggregate, 3,568,416 Genetix Shares, representing
approximately 5 per cent. of the current issued share capital of Genetix to
which the Offer relates and Schroder Investment Management Ltd had entered into
a letter indicating its intent to accept the Offer in respect of, in aggregate,
3,675,724 Genetix Shares, representing approximately 5 per cent. of the issued
share capital of Genetix to which the Offer relates.
Launchchange has acquired, by on-market purchases, 10,077,960 Genetix Shares,
representing approximately 14 per cent of the current issued share capital of
Genetix to which the Offer relates. These on-market purchases were disclosed in
separate announcements pursuant to Rule 8.1 of the City Code on 18 December 2009
and 21 December 2009.
Accordingly, as at 1.00 p.m. on 8 January 2010, Launchchange owned or had
received acceptances in respect of a total of 70,193,960 Genetix Shares
representing approximately 97 per cent. of the issued share capital of Genetix
to which the Offer relates.
Save as disclosed in this announcement or in the Offer Document, neither
Launchchange nor Danaher, nor any persons acting or deemed to be acting in
concert with Launchchange or Danaher, held any Genetix Shares (or rights over
any Genetix Shares) since the commencement of the Offer Period.
Commencement of the compulsory acquisition procedure
Launchchange announces that compulsory acquisition notices under section 979 of
the Companies Act 2006 ("Notices") were despatched today to the holders of
Genetix Shares who have not yet validly accepted the Offer ("Non-Assenting
Genetix Shareholders") setting out Launchchange's intention to acquire
compulsorily all outstanding Genetix Shares on the same terms as originally
available under the Offer.
Unless Non-Assenting Genetix Shareholders apply to court and the court orders
otherwise, on the expiry of six weeks from the date of the Notices, being
22 February 2010, the Genetix Shares held by Non-Assenting Genetix Shareholders
who have not accepted the offer by 21 February 2010 will be acquired
compulsorily by Launchchange under the terms of the Offer and such Non-Assenting
Genetix Shareholders will be entitled to 85 pence in cash for each Genetix Share
such Non-Assenting Genetix Shareholders hold on that date.
Application for delisting and cancellation of trading of shares
As foreshadowed in paragraph 13 of Part 2 of the Offer Document, Launchchange
announces that it has today requested that Genetix applies for the cancellation
of the listing of Genetix Shares on the Official List and to the London Stock
Exchange for the cancellation of admission to trading of Genetix Shares on AIM
("Delisting and Cancellation").
A notice period of not less than 20 Business Days prior to Delisting and
Cancellation will commence on 12 January 2010, being the next Business Day after
the date of this Announcement. It is intended that Delisting and Cancellation
will take effect on or shortly after 8.00 a.m. on 9 February 2010.
Following Delisting and Cancellation, Genetix Shares will have significantly
reduced liquidity and marketability and Launchchange intends to procure that
Genetix re-registers from a public limited company to a private limited company.
Acceptance procedure
The Offer remains open until further notice.
Genetix Shareholders who have not accepted the Offer are encouraged to do so as
soon as possible. Genetix Shareholders who have already accepted the Offer need
take no further action.
To accept the Offer in respect of Genetix Shares held in certificated form (that
is, not in CREST), Genetix Shareholders should complete, sign and return the
Form of Acceptance, which accompanied the Offer Document, together with their
valid share certificate(s) and/or other document(s) of title, in accordance with
the instructions contained therein and set out in the Offer Document, as soon as
possible, and in any event, so as to be received by post or by hand (during
normal business hours only) by Capita Registrars, Corporate Actions, The
Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU by no later
than 21 February 2010.
To accept the Offer in respect of Genetix Shares held in uncertificated form
(that is, in CREST), Genetix Shareholders should read paragraph 15(b) of Part 2
of the Offer Document (but disregarding for these purposes any deadline for the
electronic acceptance set out therein) and ensure an electronic acceptance is
made by you or on your behalf and settlement is no later than 21 February 2010.
As set out above, if Non-Assenting Genetix Shareholders do not accept the Offer
by 21 February 2010, the Genetix Shares held by Non-Assenting Genetix
Shareholders will be acquired compulsorily by Launchchange under the terms of
the Offer.
If Genetix Shareholders require assistance with accepting the Offer, or have
lost their Form of Acceptance and wish to request a replacement, please
telephone Capita on 0871 664 0321, or if calling from overseas, +44 20 8639
3399*.
Settlement
Except as provided in paragraph 5 of Part B of Appendix 1 to the Offer Document
in the case of Genetix Shareholders who are not resident in the UK or the United
States, settlement of the consideration to which Genetix Shareholders are
entitled under the Offer will be despatched to validly accepting Genetix
Shareholders: (i) in the case of acceptances received, valid and complete in all
respects, as at 1.00 p.m. today, within 14 days of today's date; or (ii) in the
case of acceptances received, valid and complete in all respects, after 1.00
p.m. today but while the Offer remains open for acceptance, within 14 days of
such receipt, and in either case in the manner otherwise described in paragraph
15 of Part 2 of the Offer Document.
Terms defined in the Offer Document have the same meanings in this announcement.
All references to time in this announcement are to London Time.
*Calls to 0871 664 0321 cost 10 pence per minute from a BT landline. Other
network providers' costs may vary. Lines are open 9.00 a.m. to 5.00 p.m. Monday
to Friday (except UK public holidays). Calls to the helpline from outside the UK
will be charged at the applicable international rate. Different charges may
apply to calls from mobile telephones and calls may be recorded and randomly
monitored for security and training purposes. The helpline cannot provide advice
on the merits of the offer nor give any financial, legal or tax advice.
Enquiries
+-----------------------------------+------------------------------------+
| Danaher | Tel. +1 202 828 0850 |
| (Investor & Media 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 | Tel: + 44 203 142 8700 |
| Tom Rider | |
| Graeme Smethurst | |
+-----------------------------------+------------------------------------+
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 is made solely by the Offer
Documentation which contains 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.
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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