Offer Update
08 Julio 2003 - 2:01AM
UK Regulatory
RNS Number:2728N
Chiron Corporation
08 July 2003
Embargoed until 07:00 hrs on 8 July 2003
Not for release, publication or distribution in or into Canada, Australia or
Japan
8 July 2003
Recommended Cash Offer
by
UBS Investment Bank*
on behalf of
Chiron UK-1 Limited
a wholly-owned subsidiary of Chiron Corporation
and (in the United States) by
Chiron UK-1 Limited
for
PowderJect Pharmaceuticals plc
OFFER DECLARED UNCONDITIONAL IN ALL RESPECTS
Chiron Corporation ("Chiron") announces that the recommended cash offer (the "
Offer") being made by UBS Investment Bank on behalf of Chiron UK-1 Limited ("
Chiron UK"), a wholly-owned subsidiary of Chiron, for the entire issued and to
be issued share capital of PowderJect Pharmaceuticals plc ("PowderJect"), as set
out in the offer document dated 19 May 2003 (the "Offer Document"), has been
declared unconditional in all respects and will remain open for acceptance until
further notice.
As at 3.00 p.m. (London time) or 10.00 a.m. (New York City time) on 7 July 2003,
valid acceptances of the Offer had been received in respect of, in aggregate,
78,662,151 PowderJect Shares representing approximately 85.29 per cent. of the
existing issued share capital of PowderJect.
Prior to the commencement of the Offer Period on 28 April 2003, neither Chiron
UK nor Chiron, nor any persons acting, or deemed to be acting, in concert with
Chiron UK or Chiron, held any PowderJect Shares (or rights over any PowderJect
Shares). During the Offer Period, Chiron UK has acquired, or agreed to acquire,
in aggregate, 4,205,332 PowderJect Shares, representing approximately 4.56 per
cent. of the existing issued share capital of PowderJect.
Accordingly, as at 3.00 p.m. on 7 July 2003, Chiron UK had acquired or agreed to
acquire, or had received valid acceptances under the Offer in respect of, in
aggregate, 82,867,483 PowderJect Shares, representing approximately 89.85 per
cent. of the existing issued share capital of PowderJect.
Prior to the announcement of the Offer on 19 May 2003, Chiron UK had received
irrevocable undertakings to accept (or procure the acceptance of) the Offer from
the PowderJect Directors in respect of their own beneficial holdings of, in
aggregate, 7,993,774 PowderJect Shares, representing approximately 8.7 per cent.
of the existing issued share capital of PowderJect. Chiron UK had also received
irrevocable undertakings from the immediate family of certain PowderJect
Directors, as well as from the Drayson and Bellhouse family trusts and their
respective nominees, to accept (or procure the acceptance of) the Offer in
respect of, in aggregate, 9,516,130 PowderJect Shares, representing
approximately 10.4 per cent. of the existing issued share capital of PowderJect.
Accordingly, Chiron UK had received irrevocable undertakings to accept (or
procure the acceptance of) the Offer in respect of, in aggregate, 17,509,904
PowderJect Shares, representing approximately 19.1 per cent. of the existing
issued share capital of PowderJect. Valid acceptances have been received in
respect of all the PowderJect Shares subject to these irrevocable undertakings
and are included in the total number of valid acceptances referred to above.
Save as disclosed in this announcement, neither Chiron UK nor Chiron, nor any
persons acting, or deemed to be acting, in concert with Chiron UK or Chiron held
any PowderJect Shares (or rights over any PowderJect Shares) prior to the Offer
Period and neither Chiron UK nor Chiron nor any persons acting, or deemed to be
acting, in concert with Chiron UK or Chiron have acquired or agreed to acquire
any PowderJect Shares (or rights over any PowderJect Shares) since the
commencement of the Offer Period.
The consideration will be despatched by first class post on or before 21 July
2003 to PowderJect Shareholders who have validly accepted the Offer on or before
the date of this announcement. Thereafter, consideration will be despatched to
PowderJect Shareholders who validly accept the Offer, within 14 days of receipt
of such acceptance, valid in all respects.
Forms of Acceptance not yet returned should be completed and returned in
accordance with the instructions set out on the Form of Acceptance and in the
Offer Document, so as to be received as soon as possible.
Chiron UK intends to implement the procedures set out in sections 428 to 430F of
the Companies Act to acquire compulsorily any outstanding PowderJect Shares to
which the Offer relates in due course. In addition, application will be made to
the UKLA for the cancellation of the listing of PowderJect Shares on the
Official List and to the London Stock Exchange for the cancellation of the
admission to trading of PowderJect Shares on the London Stock Exchange, in each
case expected to take effect from 5 August 2003, being 20 business days
following the date of this announcement.
"With the acquisition of PowderJect, Chiron enhances its stature as a leading
player in the global vaccines market", said Howard Pien, Chiron's President and
Chief Executive Officer. "We are now the second-largest provider of flu
vaccines worldwide, with a strong presence both in the U.S. and key European
markets. By leveraging PowderJect's existing infrastructure in the U.S. flu
market, Chiron will be able to build on its platform for new products, including
our portfolio of meningococcal vaccines that are in development. We are pleased
to welcome PowderJect's employees to Chiron and look forward to working with
them to expand the company's impact on human health worldwide."
"Now that we have reached this important milestone, our focus will be swift and
efficient integration of operations," said John Lambert, President, Chiron
Vaccines. "As the 2003 flu season approaches, we are committed to ensuring that
we fulfil our obligations for the timely delivery of vaccine doses to our
customers. We are excited about the prospects for future growth as awareness of
the value of vaccines continues to increase."
The Offer remains subject to the terms set out in the Offer Document.
Unless the context otherwise requires, defined terms used in this announcement
shall have the meanings given to them in the Offer Document.
Enquiries:
UBS Investment Bank (financial Liam Beere Tel: +44 20 7568 2286
adviser to Chiron UK and Chiron)
Harrison Wehner Tel: +44 20 7567 6612
Lloyds TSB Registrars (receiving Tel: 0870 600 0673
agent)
(or +44 1903 702767
if outside the UK)
The availability of the Offer to PowderJect Shareholders 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.
The Offer is not being made, directly or indirectly, in or into Canada,
Australia or Japan and the Offer is not capable of acceptance from or within
Canada, Australia or Japan. Accordingly, copies of this announcement and any
related documents are not being, and must not be, directly or indirectly, mailed
or otherwise forwarded, distributed or sent in, into or from Canada, Australia
or Japan 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 render invalid any purported acceptance of
the Offer.
UBS Limited, which is regulated by the Financial Services Authority in the
United Kingdom, is acting as financial adviser to Chiron and Chiron UK and no
one else in connection with the Offer and will not be responsible to anyone
other than Chiron or Chiron UK for providing the protections afforded to clients
of UBS Limited, nor for providing advice in relation to the Offer.
* UBS Investment Bank (formerly known as UBS Warburg) is the advertising name
for UBS Limited.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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