RNS Number:5690O
Alltracel Pharmaceuticals Plc
22 February 2008
Not for release, publication or distribution, in whole or in part, in, into or
from a Restricted Jurisdiction.
22 February 2008
RECOMMENDED ACQUISITION FOR CASH
OF
ALLTRACEL PHARMACEUTICALS PLC
BY
CASTLERISE INVESTMENTS LIMITED
BY MEANS OF A SCHEME OF ARRANGEMENT
UNDER SECTION 201 OF THE COMPANIES ACT, 1963 OF IRELAND
Summary
The Board of Castlerise and the Independent Board of Alltracel announce that
they have reached agreement on the terms of a recommended acquisition for cash
of the entire issued and to be issued share capital of Alltracel by Castlerise
by means of a scheme of arrangement under Section 201 of the Companies Act,
1963.
Castlerise is a wholly owned subsidiary of HemCon Medical Technologies, Inc. a
medical device company based in Portland, Oregon, USA.
HemCon and Castlerise are being advised by IBI Corporate Finance.
Alltracel and the Independent Board are being advised by Davy Corporate Finance.
Cash Consideration
Under the terms of the Scheme, Alltracel Shareholders will be entitled to
receive:
for each Alltracel Share 14 pence in cash
The Cash Consideration values the entire issued and to be issued share capital
of Alltracel at approximately �20.8 million.
The Cash Consideration represents a premium of approximately:
* 51.4 per cent. to 9.25 pence, being the Closing Price of an
Alltracel Share on 18 January 2008, being the last Business Day prior to the
commencement of the Offer Period;
* 12.0 per cent. to 12.50 pence, being the Closing Price of an
Alltracel Share on 21 February 2008, being the last Business Day prior to the
date of this announcement;
* 17.3 per cent. to 11.94 pence, being the average daily Closing Price
of an Alltracel Share during the 6 month period prior to the commencement of the
Offer Period; and
* 22.6 per cent. to 11.42 pence, being the average daily Closing Price
of an Alltracel Share during the 24 month period prior to the commencement of
the Offer Period.
Recommendation of the Independent Board
The Independent Board, having been so advised by Davy Corporate Finance,
considers the terms of the Acquisition to be fair and reasonable. In providing
its advice, Davy Corporate Finance has taken into account the commercial
assessments of the Independent Board. Accordingly, the Independent Board intends
unanimously to recommend that all Alltracel Shareholders vote in favour of the
Acquisition, the Scheme and the resolutions to be proposed at the Court Meetings
and EGM, as they intend to do in respect of their own beneficial holdings, being
in aggregate 540,807 Alltracel Shares, representing approximately 0.4 per cent.
of the issued and to be issued ordinary share capital of Alltracel.
Tony Richardson and Nick Hart did not participate in the Board's consideration
of the Acquisition as they are regarded under the Takeover Rules as having a
conflict of interest, by reason of the fact that they have accepted proposals
from HemCon in respect of their continuing employment with Alltracel following
the Acquisition.
The Acquisition and the Scheme are subject to the conditions and further terms
set out in paragraph 5 of this announcement and in Appendix I.
This summary should be read in conjunction with the full text of this
announcement. Appendix III to this announcement contains definitions of certain
terms used in this summary and this announcement.
Enquiries:
Financial Adviser to HemCon Technologies, Inc. and Castlerise Investments
Limited
IBI Corporate Finance
Tel: +353 (0) 1 637 7800
John Tuite
Brian Farrell
Financial Adviser to Alltracel Pharmaceuticals plc and the Independent Board
Davy Corporate Finance
Tel: +353 (0) 1 679 6363
Des Carville
Stephen Barry
Brian Garrahy
PR Advisers to Alltracel Pharmaceuticals plc
Financial Dynamics
Tel: +44 (0) 207 831 3113
Deborah Scott
John Dineen
The directors of Alltracel accept responsibility for the information contained
in this announcement, other than that relating to the Castlerise Group and the
directors of Castlerise or the directors of HemCon and members of their
immediate families, related trusts and persons connected with them, and the
recommendation and the related opinions of the Independent Board. To the best of
the knowledge and belief of the directors of Alltracel (who have taken all
reasonable care to ensure that such is the case), the information contained in
this announcement for which they accept responsibility is in accordance with the
facts and does not omit anything likely to affect the import of such
information.
The Independent Directors accept responsibility for the recommendation and the
related opinions of the Independent Board contained in this announcement. To the
best of the knowledge and belief of the Independent Directors (who have taken
all reasonable care to ensure that such is the case), the information contained
in this announcement for which they accept responsibility is in accordance with
the facts and does not omit anything likely to affect the import of such
information.
The directors of Castlerise and the directors of HemCon (together the "
Responsible Parties") accept responsibility for the information contained in
this announcement relating to Castlerise, HemCon, the Responsible Parties and
members of their immediate families, related trusts and persons connected with
them. To the best of the knowledge and belief of the Responsible Parties (who
have taken all reasonable care to ensure that such is the case), the information
contained in this announcement for which they accept responsibility is in
accordance with the facts and does not omit anything likely to affect the import
of such information.
IBI Corporate Finance, a subsidiary of The Governor and Company of the Bank of
Ireland (which is regulated by the Financial Regulator), is acting exclusively
for HemCon and Castlerise and no one else in connection with the Acquisition and
will not be responsible to anyone other than HemCon and Castlerise for providing
the protections afforded to clients of IBI Corporate Finance or for providing
advice in relation to the Acquisition, the contents of this announcement or any
transaction or arrangement referred to herein.
Davy Corporate Finance, which is regulated by the Financial Regulator, is acting
exclusively for Alltracel and no one else in connection with the Acquisition and
will not be responsible to anyone other than Alltracel for providing the
protections afforded to clients of Davy Corporate Finance or for providing
advice in relation to the Acquisition, the contents of this announcement or any
transaction or arrangement referred to herein.
This announcement does not constitute an offer to purchase, sell, subscribe or
exchange, or the solicitation of an offer to purchase, sell, subscribe or
exchange any securities or the solicitation of any vote or approval in any
jurisdiction pursuant to the Acquisition or otherwise.
The distribution of this announcement in or into certain jurisdictions may be
restricted by the laws of those jurisdictions. Accordingly, copies of this
announcement and all other documents relating to the Acquisition are not being,
and must not be, released, published, mailed or otherwise forwarded, distributed
or sent in, into or from any Restricted Jurisdiction. Persons receiving such
documents (including, without limitation, nominees, trustees and custodians)
should observe these restrictions. Failure to do so may constitute a violation
of the securities laws of any such jurisdiction.
Any response in relation to the Acquisition should be made only on the basis of
the information contained in the Scheme Document or any document by which the
Acquisition and the Scheme are made.
This announcement is made pursuant to Rule 2.5 of the Irish Takeover Rules.
Any person, who is a holder of one per cent. or more of Alltracel Shares may
have disclosure obligations under Rule 8.3 of the Irish Takeover Rules,
effective from the date of the commencement of the Offer Period.
22 February 2008
RECOMMENDED ACQUISITION FOR CASH
OF
ALLTRACEL PHARMACEUTICALS PLC
BY
CASTLERISE INVESTMENTS LIMITED
BY MEANS OF A SCHEME OF ARRANGEMENT
UNDER SECTION 201 OF THE COMPANIES ACT, 1963 OF IRELAND
1. Introduction
The Board of Castlerise and the Independent Board of Alltracel announce that
they have reached agreement on the terms of a recommended acquisition for cash
of the entire issued and to be issued share capital of Alltracel by Castlerise
by means of a scheme of arrangement under Section 201 of the Companies Act,
1963.
Castlerise is a wholly owned subsidiary of HemCon Medical Technologies, Inc. a
medical device company based in Portland, Oregon, USA.
HemCon and Castlerise are being advised by IBI Corporate Finance.
Alltracel and the Independent Board are being advised by Davy Corporate Finance.
The Acquisition and the Scheme are subject to the conditions and further terms
set out in paragraph 5 of this announcement and Appendix I, which will also be
set out in the Scheme Document. Certain terms used in this announcement are
defined in Appendix III.
2. Recommendation
The Independent Board, having been so advised by Davy Corporate Finance,
considers the terms of the Acquisition to be fair and reasonable. In providing
its advice, Davy Corporate Finance has taken into account the commercial
assessments of the Independent Board. Accordingly, the Independent Board intends
to unanimously recommend that all Alltracel Shareholders vote in favour of the
Acquisition, the Scheme and the resolutions to be proposed at the Court Meetings
and EGM, as they intend to do in respect of their own beneficial holdings, being
in aggregate 540,807 Alltracel Shares, representing approximately 0.4 per cent.
of the issued and to be issued ordinary share capital of Alltracel.
Tony Richardson and Nick Hart did not participate in the Board's consideration
of the Acquisition, as they are regarded under the Takeover Rules as having a
conflict of interest by reason of the fact that they have accepted proposals
from HemCon in respect of their continuing employment with Alltracel following
the Acquisition.
3. Cash Consideration
Under the terms of the Scheme, Alltracel Shareholders will be entitled to
receive:
for each Alltracel Share 14 pence in cash
The Cash Consideration values the entire issued and to be issued share capital
of Alltracel at approximately �20.8 million.
The Cash Consideration represents a premium of approximately:
* 51.4 per cent. to 9.25 pence, being the Closing Price of an
Alltracel Share on 18 January 2008, being the last Business Day prior to the
commencement of the Offer Period;
* 12.0 per cent. to 12.50 pence, being the Closing Price of an
Alltracel Share on 21 February 2008, being the last Business Day prior to the
date of this announcement;
* 17.3 per cent. to 11.94 pence, being the average daily Closing Price
of an Alltracel Share during the 6 month period prior to the commencement of the
Offer Period; and
* 22.6 per cent. to 11.42 pence, being the average daily Closing Price
of an Alltracel Share during the 24 month period prior to the commencement of
the Offer Period.
4. Background to and Reasons for Recommending the Acquisition
HemCon has been a trading partner of Alltracel in the United States since early
2007 and is familiar with many aspects of Alltracel's business. HemCon made an
initial approach to Alltracel in December 2007. The Board considered the initial
approach and formed the view that it was credible and, in order to fulfil its
fiduciary duties to Alltracel Shareholders, it allowed HemCon to undertake
financial and legal due diligence on the Company in order to facilitate the
formulation of an offer for the Company.
On 21 January 2008, in response to press speculation and in compliance with the
Irish Takeover Rules, the Board announced to the market that it had received a
preliminary approach from a third party which may or may not lead to an offer
being made for the Company.
The Independent Board, in conjunction with its advisers, contacted a number of
parties who it considered might be interested in exploring the possibility of
making an offer for Alltracel. No offers or indications of interest resulted
from this process. The Independent Board notes that knowledge of the approach
from a third party has been in the public domain since 21 January 2008.
In arriving at their decision to recommend the Acquisition, the Independent
Directors have considered the following:
* the Cash Consideration represents a premium of approximately 51.4
per cent. over the Closing Price of 9.25 pence per Alltracel Share on 18 January
2008 (being the last Business Day prior to the commencement of the Offer
Period), a premium of approximately 17.3 per cent. over 11.94 pence being the
average daily Closing Price of an Alltracel Share during the 6 month period
prior to the commencement of the Offer Period and a premium of approximately
22.6 per cent. over 11.42 pence being the average daily Closing Price of an
Alltracel Share during the 24 months period prior to the commencement of the
Offer Period;
* the absence of any alternative offers or expressions of interest for
the Company to realise value for Alltracel Shareholders. As at the Latest
Practicable Date, the Board had not received any other formal approaches to
acquire the Company. The Independent Directors note that information concerning
an approach from a third party has been in the public domain since 21 January
2008;
* the Alltracel share price could be vulnerable in the absence of any
offer being made;
* the Acquisition provides an opportunity for Alltracel Shareholders
to realise their investment for cash at a time when investor interest in and
support for smaller quoted companies has declined and at a time of considerable
volatility across global equity markets;
* the Company has announced several key milestones over the last 18
months. However the Independent Directors believe that the Company's share price
performance has not reflected the delivery of these milestones; and
* Alltracel is likely to have funding requirements in the short to
medium term in connection with acquisition opportunities and the Independent
Directors believe that the public capital and debt markets may not be willing to
support or finance such opportunities at an acceptable level and on appropriate
terms at this time.
The Independent Directors believe that the Acquisition represents an opportunity
for Alltracel Shareholders to realise a fair value for their Alltracel Shares
and, having been so advised by Davy Corporate Finance, consider that the terms
of the Acquisition are fair and reasonable and should therefore be put to
Alltracel Shareholders. Accordingly, the Independent Directors recommend
unanimously that Alltracel Shareholders vote in favour of the Acquisition and
the Scheme. In providing their advice to the Independent Directors, Davy
Corporate Finance has taken into account the commercial assessments of the
Independent Directors.
5. The Acquisition and the Scheme
The Acquisition will be effected by way of a scheme of arrangement. Under the
Scheme (which will be subject to the conditions and on the terms set out in
Appendix I to this announcement and which will also be set out in the Scheme
Document) Alltracel Shareholders will receive the Cash Consideration in return
for the cancellation of their Shares.
The Scheme of Arrangement is an arrangement made between Alltracel and Alltracel
Shareholders under Section 201 of the Act and is subject to the approval of the
High Court. If the Scheme becomes effective, all Alltracel Shares will be
cancelled pursuant to Sections 72 and 74 of the Act with the exception of seven
Alltracel Shares held by seven nominees. Alltracel will then issue new Alltracel
Shares to Castlerise in place of the Alltracel Shares cancelled pursuant to the
Scheme and Castlerise will pay the consideration for the Acquisition to former
Alltracel Shareholders. As a result of these arrangements, Alltracel will become
a wholly owned subsidiary of Castlerise.
To become effective, the Scheme requires, amongst other things, the approval at
the Court Meetings of a majority in number of Alltracel Shareholders, present
and voting either in person or by proxy, representing three-fourths (75 per
cent.) or more in value of the Alltracel Shares held by such holders, as well as
the approval by Alltracel Shareholders of resolutions relating to the
implementation of the Scheme at an EGM to be held directly after the Court
Meetings.
Assuming the necessary approvals from the Alltracel Shareholders have been
obtained and all conditions have been satisfied or (where applicable) waived,
the Scheme will become effective upon delivery to the Registrar of Companies of
a copy of the Court Order of the High Court sanctioning the Scheme together with
the minute required by Section 75 of the Act confirming the capital reduction
and registration of the Court Order and minute by the Registrar of Companies.
Upon the Scheme becoming effective, it will be binding on all Alltracel
Shareholders, irrespective of whether or not they attended or voted at the Court
Meeting or the EGM.
The Acquisition is conditional on the Scheme becoming effective. The conditions
of the Acquisition and the Scheme are set out in full in Appendix I of this
announcement. The implementation of the Scheme is conditional, amongst other
things, upon:
* the Scheme becoming effective by not later than 8 August 2008 or
such later date as Castlerise, Alltracel and the High Court may agree, failing
which the Scheme will lapse;
* the approval by a majority in number representing three-fourths (75
per cent.) or more in value of the holders of Alltracel Shares, present and
voting either in person or by proxy, at the Court Meeting (or at any adjournment
of such meeting);
* the passing of such resolutions as are required to approve or
implement the Scheme at the EGM;
* the sanction of the Scheme and confirmation of the reduction of
capital involved therein by the High Court and the delivery of a copy of the
Court Order and the minute required by Section 75 of the Act to the Registrar of
Companies and the registration of such Court Order and minute by the Registrar
of Companies; and
* the conditions, which are not otherwise identified above, being
satisfied or waived on or before the Effective Date.
The Scheme Document, containing further information relating to the
implementation of the Scheme, the full terms and conditions of the Scheme, and
the notices of the Court Meeting to be convened at the direction of the High
Court and the separate EGM required to approve the Scheme, will be posted as
soon as reasonably practicable after the date of this announcement, to Alltracel
Shareholders and, for information only, to Alltracel Optionholders.
The Scheme Document will also specify the actions to be taken by Alltracel
Shareholders. It is expected that the Acquisition and the Scheme will become
effective prior to 8 August 2008.
6. Information on Alltracel
Alltracel was incorporated in 1996 and its shares were admitted to trading on
AIM in July 2001. The Company operates via two main divisions namely Alltracel
Healthcare Technologies and Alltracel Healthcare Group.
6.1 Alltracel Healthcare Technologies
Alltracel Healthcare Technologies specialises in innovation, research and
development and the deployment of proprietary breakthrough technology in a
number of healthcare and application areas. The division has established an
intellectual property portfolio with international patents in a number of
applications.
6.2 Alltracel Healthcare Group
Alltracel Healthcare Group is focused on the commercialisation effort behind
proven innovative technologies and services in a variety of healthcare
categories including wound care, oral care, cardiovascular health and
cosmeceuticals. Alltracel Healthcare Group has a range of stake holdings, joint
ventures and wholly owned business units.
(i) Wound Care
Alltracel Healthcare Group has been active in the wound care arena since 1999
with the launch of its first aerosol spray, containing m*docTM powder. m*docTM
(Micro Dispersed Oxidised Cellulose) is the trading name given to Alltracel's
patented technology, which is proven as an effective and efficient haemostatic
("blood stopping") agent. Through its successful partnering program, Alltracel
Healthcare Group commercialises technologies in the following wound care
categories:
Consumer wound care
Alltracel has developed and launched a complete range of innovative blood
stopping solutions for the consumer wound care market. Alltracel licenses its m*
docTM technology on a royalty free basis to manufacturers who want to enhance
the performance of their brands by incorporating the innovative m*docTM
ingredient into their products. m*docTM is currently being marketed as a
leading blood stopping ingredient in a range of proprietary and store brands
throughout the world. Significant technology advancements on Alltracel's
patented m*docTM technology platform have resulted in new wound healing effects
and antimicrobial efficacy.
Professional wound care
In 2006, Alltracel announced the launch of NanopeuticsTM s.r.o. ("NanopeuticsTM
") the joint venture established by Alltracel and Elmarco Limited to globally
commercialise NanospiderTM technology for the healthcare market. The patented
NanospiderTM technology enables the production of nanofibre materials on an
industrial scale and may bring many ground-breaking product innovations and
advancements to the professional wound care market. Partnering with wound care
specialists, NanopeuticsTM is currently developing a range of advanced nanofibre
based product applications and technologies for the professional wound care
market.
Military wound care
In January 2007 NanopeuticsTM signed an exclusive technology and product concept
development agreement with HemCon which is expected to lead to a licence and
supply agreement for a range of chitosan based NanospiderTM wound care
technologies.
(ii) Oral Care
Alltracel completed the acquisition of Westone in January 2005. With over 25
years experience, Westone is a U.K. based oral care company specialising in
innovative, high quality and competitively priced oral care products for the
private label and branded markets.
In August 2007 Alltracel acquired Synpart AG, a German based oral care and
sports bandage business which was serving similar product markets to Westone in
Germany.
Westone was subsequently renamed Synpart Limited. The Synpart group of
companies is now responsible for Alltracel's oral care, first-aid and sports
bandage consumer businesses and supplies a range of inter dental and specialist
oral care products to the private label and branded market sectors in Europe,
Asia and the US.
(iii) Cardiovascular Health
Alltracel has developed a novel bioactive compound that, following two years of
scientific research including in-vitro, pre-clinical and clinical trials,
indicates cardiovascular health (CVH) benefits on its own and in combination
with existing CVH products.
(iv) Cosmeceuticals
Alltracel has been working on the PhytopeuticsTM range of dermal health
solutions for the last year utilising internal and independent testing
capabilities to generate a number of skin health compounds from its patented
technologies. PhytopeuticsTM provides the potential for a full range of dermal
health solutions for all ages of skin and skin types. Further development and
trialling has produced a range of compounds that can be utilised for many
functional cosmetic/cosmeceutical applications including collagen promotion,
anti-aging, antioxidation, hydration and skin repair.
7. Information on Castlerise
Castlerise is a private limited company, which was incorporated in Ireland on 19
December 2007. Castlerise has not traded prior to the date of this announcement
(except for entering into transactions relating to the Acquisition). Castlerise
has no employees.
Castlerise is a wholly owned subsidiary of HemCon.
8. Information on HemCon
HemCon, founded in 2001, is a fully integrated medical device company based in
Portland, Oregon, USA.
HemCon's original product, the HemCon(R) Bandage, was developed to address
severe arterial bleeding and received FDA approval in 2003. The bandage has been
heavily issued by the U.S. Army.
Building on the success of its original creation, HemCon is now a leader in
advanced chitosan research and development and continues to expand the
application of its use. Today, HemCon develops, manufactures and markets
technologies to control bleeding and infection resulting from trauma or surgery.
HemCon's products are designed for use by military and civilian first responders
as well as medical professionals in hospital, dental, and clinical settings
where rapid control of bleeding is critical. HemCon has also expanded the use of
its chitosan technology to over-the-counter applications.
The directors of HemCon are John W. Morgan, Kenton Gregory M.D., William
Wiesmann M.D., Andrew Miller, Kevin Swan, Richard Berkeley and Gordon Knapp.
9. Financing
The Acquisition will be financed by debt facilities made available to the HemCon
Group by Bank of America, N.A., Silicon Valley Bank and Bank of the West.
Further information on the financing of the Acquisition will be set out in the
Scheme Document.
IBI Corporate Finance, as financial adviser to HemCon and Castlerise, is
satisfied that the necessary financial resources are available to Castlerise to
satisfy in full the consideration payable to Alltracel Shareholders under the
terms of the Acquisition.
10. Directors, Management and Employees
Each of the HemCon Board and the Castlerise Board attach great importance to the
skills and experience of the management and employees of Alltracel. They have
both provided assurances to the Independent Directors that, upon the Scheme
becoming effective, the existing employment rights of all employees of
Alltracel, including pension rights, will be fully safeguarded.
Each of the HemCon Board and the Castlerise Board has confirmed that the
existing senior management team of Alltracel will remain in place and that it
has no current intention to change the day-to-day operations or locations of the
business. They have also confirmed that they are committed to developing
Alltracel's business, both organically and potentially through further
acquisitions.
The Independent Directors have agreed to resign subject to, and with effect
from, the Scheme becoming effective. The Independent Directors will not receive
any compensation for loss of office other than payment in full of their fees for
the notice periods under their respective terms of engagement.
The Independent Directors, in their discussions with Castlerise, have no reason
to believe that Castlerise's intentions would prejudice Alltracel's employees
and are comforted that Castlerise has no current plans to alter existing
arrangements with employees or to change the locations of the Company's places
of business.
11. Management Arrangements
The HemCon Board believes that, in order to safeguard HemCon's interests post
completion of the Acquisition, it will be necessary to ensure that members of
Alltracel's senior management team are suitably incentivised to develop the
business under HemCon's ownership.
It is against this background that HemCon is prepared to enter into arrangements
with certain members of Alltracel's senior management team. Any such
arrangements will be conditional upon the Acquisition being declared
unconditional in all respects.
Davy Corporate Finance has confirmed to the Panel that, in its opinion, the
arrangements are fair and reasonable as respects the interests of the Alltracel
Shareholders generally. The Panel has consented to these arrangements.
12. Non-Solicitation, Expenses Reimbursement and Implementation Agreement
Alltracel has entered into the Non-Solicitation and Expenses Reimbursement
Agreement with Castlerise and HemCon dated 22 February 2008, the terms of which
are subject to the approval of the Panel. Under the Non-Solicitation and
Expenses Reimbursement Agreement, Alltracel has agreed to pay specific
quantifiable third party costs and expenses incurred by Castlerise and/or HemCon
in connection with the Acquisition in the circumstances outlined below. The
liability of Alltracel to pay these amounts is limited to a maximum amount equal
to one per cent. of the Cash Consideration per Alltracel Share multiplied by the
aggregate number of Alltracel Shares which are the subject of the Acquisition.
The circumstances in which such payment will be made are:
(a) if, prior to the Acquisition lapsing or being withdrawn a
competing offer or scheme or schemes are recommended by the Independent
Directors or any such offer becomes or is declared unconditional as to
acceptances or any such scheme becomes effective; or
(b) if the Independent Directors no longer recommend (or intend
to recommend) Alltracel Shareholders to vote in favour of the Acquisition or the
Independent Directors adversely modify or withdraw their recommendation and the
Acquisition lapses or is withdrawn; or
(c) as a result of an act or omission of Alltracel or any
Representative, the Scheme Document is not posted by Alltracel to Alltracel
Shareholders within the time period required by the High Court.
Davy Corporate Finance, the independent financial adviser to the Independent
Directors, will confirm in writing to the Panel that, in the opinion of the
Independent Directors and Davy Corporate Finance, in the context of the
Acquisition, the Non-Solicitation and Expenses Reimbursement Agreement is in the
best interests of Alltracel Shareholders.
Pursuant to the Non-Solicitation and Expenses Reimbursement Agreement, Alltracel
has also accepted certain restrictions on its ability to canvas, solicit or
engage with other potential offerors.
Alltracel and Castlerise have entered into the Implementation Agreement dated 22
February 2008, which contains certain assurances in relation to the
implementation of the Scheme. Further information regarding the Implementation
Agreement will be set out in the Scheme Document.
13. Alltracel Share Option Scheme
Participants in the Alltracel Share Option Scheme will be contacted regarding
the effect of the Scheme on their rights under the Scheme and appropriate
proposals will be made to such participants in due course.
14. Interests in Alltracel
As at the Latest Practicable Date, neither Castlerise, nor, so far as Castlerise
is aware, any person acting in concert with Castlerise owns or controls any
Alltracel Shares or any securities convertible or exchangeable into, or rights
to subscribe for or purchase, or holds any options to purchase any Alltracel
Shares or has entered into any derivative referenced to, Alltracel Shares which
remain outstanding or has an arrangement in relation to Alltracel Shares.
15. Cancellation of admission to AIM
It is intended that, prior to and subject to the Scheme becoming effective, and
subject to any applicable requirements of the London Stock Exchange, Castlerise
will procure that Alltracel applies for cancellation of the admission to trading
of Ordinary Shares on AIM with effect from the Effective Date. The last day of
dealing in Ordinary Shares on AIM will be the last Business Day prior to the
Effective Date.
On the Effective Date, share certificates in respect of the Alltracel Shares
will cease to be valid and should be destroyed. In addition, entitlements to
Alltracel Shares held within the CREST system will be cancelled on the Effective
Date. It is also proposed that, following the Effective Date and after the
Alltracel Shares are delisted, Alltracel will be re-registered as a private
limited company.
16. General
The Acquisition and the Scheme will be made subject to the conditions and
further terms set out in Appendix I and to be set out in the Scheme Document.
The Scheme Document will include full details of the Acquisition and will be
accompanied by the appropriate forms of proxy. These will be despatched to
Alltracel Shareholders and, for information only, to Alltracel Optionholders, in
due course. The Acquisition and the Scheme will be governed by the laws of
Ireland and will be subject to the applicable requirements of the Irish Takeover
Rules, the London Stock Exchange and applicable laws.
Details of the sources and bases of certain information set out in this
announcement are included in Appendix II. Certain terms used in this
announcement are defined in Appendix III.
This announcement is being made pursuant to Rule 2.5 of the Irish Takeover
Rules.
Enquiries:
Financial Adviser to HemCon Technologies, Inc. and Castlerise Investments
Limited
IBI Corporate Finance
Tel: +353 (0) 1 637 7800
John Tuite
Brian Farrell
Financial Adviser to Alltracel Pharmaceuticals plc and the Independent Board
Davy Corporate Finance
Tel: +353 (0) 1 679 6363
Des Carville
Stephen Barry
Brian Garrahy
PR Advisers to Alltracel Pharmaceuticals plc
Financial Dynamics
Tel: +44 (0) 207 831 3113
Deborah Scott
John Dineen
The directors of Alltracel accept responsibility for the information contained
in this announcement, other than that relating to the Castlerise Group and the
directors of Castlerise or the directors of HemCon and members of their
immediate families, related trusts and persons connected with them, and the
recommendation and the related opinions of the Independent Board. To the best of
the knowledge and belief of the directors of Alltracel (who have taken all
reasonable care to ensure that such is the case), the information contained in
this announcement for which they accept responsibility is in accordance with the
facts and does not omit anything likely to affect the import of such
information.
The Independent Directors accept responsibility for the recommendation and the
related opinions of the Independent Board contained in this announcement. To the
best of the knowledge and belief of the Independent Directors (who have taken
all reasonable care to ensure that such is the case), the information contained
in this announcement for which they accept responsibility is in accordance with
the facts and does not omit anything likely to affect the import of such
information.
The directors of Castlerise and the directors of HemCon (together the "
Responsible Parties") accept responsibility for the information contained in
this announcement relating to Castlerise, HemCon, the Responsible Parties and
members of their immediate families, related trusts and persons connected with
them. To the best of the knowledge and belief of the Responsible Parties (who
have taken all reasonable care to ensure that such is the case), the information
contained in this announcement for which they accept responsibility is in
accordance with the facts and does not omit anything likely to affect the import
of such information.
IBI Corporate Finance, a subsidiary of The Governor and Company of the Bank of
Ireland (which is regulated by the Financial Regulator), is acting exclusively
for HemCon and Castlerise and no one else in connection with the Acquisition and
will not be responsible to anyone other than HemCon and Castlerise for providing
the protections afforded to clients of IBI Corporate Finance or for providing
advice in relation to the Acquisition, the contents of this announcement or any
transaction or arrangement referred to herein.
Davy Corporate Finance, which is regulated by the Financial Regulator, is acting
exclusively for Alltracel and no one else in connection with the Acquisition and
will not be responsible to anyone other than Alltracel for providing the
protections afforded to clients of Davy Corporate Finance or for providing
advice in relation to the Acquisition, the contents of this announcement or any
transaction or arrangement referred to herein.
The full text of the conditions and reference to certain further terms of the
Acquisition and the Scheme are set out in paragraph 5 of this announcement and
in Appendix I.
This announcement does not constitute an offer to purchase, sell, subscribe or
exchange or the solicitation of an offer to purchase, sell, subscribe or
exchange any securities or the solicitation of any vote or approval in any
jurisdiction pursuant to the Acquisition or otherwise.
The distribution of this announcement in or into certain jurisdictions may be
restricted by the laws of those jurisdictions. Accordingly, copies of this
announcement and all other documents relating to the Acquisition are not being,
and must not be released, published, mailed or otherwise forwarded, distributed
or sent in, into or from any Restricted Jurisdiction. Persons receiving such
documents (including, without limitation, nominees, trustees and custodians)
should observe these restrictions. Failure to do so may constitute a violation
of the securities laws of any such jurisdiction.
Any response in relation to the Acquisition should be made only on the basis of
the information contained in the Scheme Document or any document by which the
Acquisition and the Scheme are made.
Any person, who is a holder of one per cent. or more of Alltracel Shares may
have disclosure obligations under Rule 8.3 of the Takeover Rules, effective from
the date of the commencement of the Offer Period.
Appendix I
Conditions of the Acquisition and the Scheme
The Acquisition and the Scheme comply with the Takeover Rules and, where
relevant, the AIM Rules and are subject to the terms and conditions set out in
this document and to be set out in the Scheme Document. The Acquisition and the
Scheme are governed by laws of Ireland and subject to the exclusive jurisdiction
of the Courts of Ireland, which exclusivity shall not limit the right to seek
provisional or protective relief in the courts of another jurisdiction during or
after any substantive proceedings have been instituted in Ireland, nor shall it
limit the right to bring enforcement proceedings in another jurisdiction on foot
of an Irish judgment.
1. The Acquisition will be conditional upon the Scheme
becoming effective and unconditional by not later than 8 August 2008 (or such
later date as Castlerise and Alltracel may, with (if required) the consent of
the Panel, agree and (if required) the Court may allow). The Scheme will be
conditional upon:
(i) the approval of the Scheme by a majority in number of the Shareholders
representing three-fourths or more in value of the holders of Alltracel Shares,
present and voting either in person or by proxy, at the Court Meeting (or at any
adjournment of such meeting);
(ii) such resolution(s) required to approve or implement the Scheme and set
out in the notice convening the Extraordinary General Meeting being duly passed
by the requisite majority at the Extraordinary General Meeting (or at any
adjournment of such meeting);
(iii) the sanction by the High Court (with or without modification) of the
Scheme pursuant to Section 201 of the Act and the confirmation of the reduction
of capital involved therein by the Court; and
(iv) office copies of the Court Order and the minute required by Section 75
of the Act in respect of the reduction (referred to in paragraph 1(iii)), being
delivered for registration to the Registrar of Companies and registration of the
Court Order and minute confirming the reduction of capital involved in the
Scheme by the Registrar of Companies.
2. Alltracel and Castlerise have agreed that, subject to paragraph 3 of
this Appendix I, the Acquisition will also be conditional upon the following
matters having been satisfied or waived on or before the sanction of the Scheme
by the High Court pursuant to Section 201 of the Act.
(a) to the extent that Part 3 of the Irish Competition Act, 2002 is
applicable, the Irish Competition Authority (the "Authority") having determined,
pursuant to Section 21(2)(a) or 22(3)(a) of that Act, that the Acquisition may
be put into effect or, the Authority having made a determination pursuant to
Section 22(3)(c) of that act on conditions acceptable to Castlerise, acting
reasonably, in relation to the Acquisition, or Section 19(1)(c) or (d) of that
Act being applicable, whichever is the first to occur;
(b) no central bank, government or governmental, quasi-governmental,
supranational, statutory, regulatory or investigative body, including any
national or supranational anti-trust or merger control authorities, (provided
however that this condition (b) shall not apply to the Authority, the sole
condition in respect of which is set out in (a) above) court, tribunal, trade
agency, professional association, environmental body, any analogous body
whatsoever or tribunal in any jurisdiction or any other person (each a 'Third
Party') having decided to take, institute or implement any action, proceeding,
suit, investigation, enquiry or reference or having made, proposed or enacted
any statute, regulation or order or having withheld any consent or having done
or decided to do anything which would or might reasonably be expected to:
(i) make the Acquisition or its implementation, or the acquisition or
proposed acquisition by Castlerise of any shares in, or control of, Alltracel,
or any of the assets of Alltracel void, illegal or unenforceable under the laws
of any jurisdiction or otherwise, directly or indirectly, restrain, revoke,
prohibit, restrict or materially delay the same or impose additional or
different conditions or obligations with respect thereto (except for restraints,
prohibitions, restrictions, delays, conditions or obligations that would not be
material (in value terms or otherwise) in the context of the Wider Alltracel
Group taken as a whole), or otherwise challenge or interfere therewith (except
where the result of such challenge or interference would not have, or would not
reasonably be expected to have, a material adverse effect (in value terms or
otherwise) on the Wider Alltracel Group taken as a whole);
(ii) result in a material delay in the ability of Castlerise, or render
Castlerise unable, to acquire some or all of the Alltracel Shares or require a
divestiture by any member of the Castlerise Group or any shares in Alltracel;
(iii) except where the consequences thereof would not be material (in value
terms or otherwise) in the context of the Wider Alltracel Group taken as a
whole, require, prevent or delay the divestiture by any member of the Castlerise
Group or by any member of the Wider Alltracel Group of all or any portion of
their respective businesses, assets (including, without limitation, the shares
or securities of any other member of the Alltracel Group) or property or impose
any limitation on the ability of any of them to conduct their respective
businesses (or any of them) or own their respective assets or properties or any
part thereof;
(iv) impose any limitation on or result in a material delay in the ability of
Castlerise to acquire, or to hold or to exercise effectively, directly or
indirectly, all or any rights of ownership of shares, Alltracel Shares, (or the
equivalent) in, or to exercise voting or management control over, Alltracel or
any subsidiary or subsidiary undertaking of Alltracel which is material in the
context of the Wider Alltracel Group taken as a whole (each a 'Material
Subsidiary') or on the ability of any member of the Wider Alltracel Group to
hold or exercise effectively, directly or indirectly, rights of ownership of
shares (or the equivalent) in, or to exercise rights of voting or management
control over, any member of the Wider Alltracel Group;
(v) except where the consequences thereof would not be material (in value
terms or otherwise) in the context of the Wider Alltracel Group taken as a
whole, require any member of the Castlerise Group or any member of the Wider
Alltracel Group to acquire or offer to acquire any shares or other securities
(or the equivalent) in, or any interest in any asset owned by, any member of the
Wider Alltracel Group owned by any third party;
(vi) except where the consequences thereof would not be material (in value
terms or otherwise) in the context of the Wider Alltracel Group taken as a
whole, impose any limitation on the ability of any member of the Alltracel Group
to integrate or co-ordinate its business, or any part of it, with the businesses
of any member of the Wider Alltracel Group;
(vii) except where the consequences thereof would not be material (in value
terms or otherwise) in the context of the Wider Alltracel Group taken as a
whole, result in any member of the Wider Alltracel Group ceasing to be able to
carry on business in any jurisdiction in which it currently does;
(viii) except where the consequences thereof would not be material (in value
terms or otherwise) in the context of the Wider Alltracel Group taken as a
whole, cause any member of the Wider Alltracel Group to cease to be entitled to
any Authorisation (as defined in paragraph (c) below) used by it in the carrying
on of its business; or
(ix) except where the consequences thereof would not be material (in value
terms or otherwise) in the context of the Wider Alltracel Group taken as a
whole, otherwise adversely affect the business, profits, assets, liabilities,
financial or trading position of any member of the Wider Alltracel Group;
(c) (other than to the Authority in respect of the entire of this condition
(c)) all necessary notifications and filings having been made, all necessary
waiting and other time periods (including any extensions thereof) under any
applicable legislation or regulation of any jurisdiction in which Alltracel or
any Material Subsidiary shall be incorporated or carry on any business which is
material (in value terms or otherwise) in the context of the Wider Alltracel
Group taken as a whole having expired, lapsed or having been terminated (as
appropriate) (save to an extent which would not be material (in value terms or
otherwise) in the context of the Wider Alltracel Group taken as a whole) and all
statutory or regulatory obligations in any jurisdiction in which Alltracel or a
Material Subsidiary shall be incorporated or carry on any business which is
material (in value terms or otherwise) in the context of the Wider Alltracel
Group taken as a whole having been complied with (save to an extent which would
not be material (in value terms or otherwise) in the context of the Wider
Alltracel Group taken as a whole), in each case, in connection with the
Acquisition or its implementation and all authorisations, orders, recognitions,
grants, consents, clearances, confirmations, licences, permissions and approvals
in any jurisdiction ('Authorisations' and each an 'Authorisation') reasonably
deemed necessary or appropriate by Castlerise for or in respect of the
Acquisition having been obtained on terms and in a form reasonably satisfactory
to Castlerise from all appropriate Third Parties (except where the consequence
of the absence of any such Authorisation would not be material (in value terms
or otherwise) in the context of the Wider Alltracel Group taken as a whole), all
such Authorisations remaining in full force and effect, there being no notified
intention to revoke or vary or not to renew the same at the time at which the
Acquisition becomes otherwise unconditional and all necessary statutory or
regulatory obligations in any such jurisdiction having been complied with
(except where the consequence thereof would not be material (in value terms or
otherwise) in the context of the Wider Alltracel Group taken as a whole);
(d) (other than to the Authority in respect of the entire of this condition
(d)) all applicable waiting periods and any other time periods during which any
Third Party could, in respect of the Acquisition or the acquisition or proposed
acquisition of any shares or other securities (or the equivalent) in, or control
of, Alltracel or any member of the Wider Alltracel Group by Castlerise,
institute or implement any action, proceedings, suit, investigation, enquiry or
reference under the laws of any jurisdiction which would be reasonably expected
adversely to affect (to an extent which would be material (in value terms or
otherwise) in the context of the Wider Alltracel Group taken as a whole) any
member of the Alltracel Group, having expired, lapsed or been terminated;
(e) except as disclosed, there being no provision of any arrangement,
agreement, licence, permit, franchise, facility, lease or other instrument to
which any member of the Wider Alltracel Group is a party or by or to which any
such member or any of its respective assets may be bound, entitled or be subject
and which, in consequence of the Acquisition or the acquisition or proposed
acquisition by Castlerise of any shares or other securities (or the equivalent)
in or control of Alltracel or any member of the Alltracel Group or because of a
change of control or management of Alltracel or otherwise, would or would be
reasonably expected to result (except where, in any of the following cases, the
consequences thereof would not be material (in value terms or otherwise) in the
context of the Wider Alltracel Group taken as whole) in:
(i) any monies borrowed by, or any indebtedness or liability (actual or
contingent) of, or any grant available to any member of the Wider Alltracel
Group becoming, or becoming capable of being declared, repayable immediately or
prior to their or its stated maturity or the ability of any such member to
borrow monies or incur any indebtedness being withdrawn or materially inhibited;
(ii) the creation or enforcement of any mortgage, charge or other security
interest wherever existing or having arisen over the whole or any part of the
business, property or assets of any member of the Wider Alltracel Group or any
such mortgage, charge or other security interest becoming enforceable;
(iii) any such arrangement, agreement, licence, permit, franchise, facility,
lease or other instrument or the rights, liabilities, obligations or interests
of any member of the Wider Alltracel Group thereunder, or the business of any
such members with, any person, firm or body (or any arrangement or arrangements
relating to any such interest or business) being terminated or adversely
modified or any adverse action being taken or any obligation or liability
arising thereunder;
(iv) any material assets or material interests of, or any material asset the
use of which is enjoyed by, any member of the Wider Alltracel Group being or
falling to be disposed of or charged, or ceasing to be available to any member
of the Wider Alltracel Group or any right arising under which any such asset or
interest would be required to be disposed of or charged or would cease to be
available to any member of the Wider Alltracel Group otherwise than in the
ordinary course of business;
(v) any member of the Wider Alltracel Group ceasing to be able to carry on
business;
(vi) the value of, or financial or trading position of any member of the
Wider Alltracel Group being prejudiced or adversely affected; or
(vii) the creation of any liability or liabilities (actual or contingent) by
any member of the Wider Alltracel Group;
unless, if any such provision exists, such provision shall have been
waived, modified or amended on terms satisfactory to Castlerise and no event
having occurred which, under any provision of any agreement, arrangement,
licence, permit or other instrument to which any member of the Wider Alltracel
Group is a party or by or to which any such member or any of its assets is
bound, entitled or subject, is reasonably likely to result (except where, in any
of the following cases, the consequences thereof would not be material (in value
terms or otherwise) in the context of the Wider Alltracel Group taken as a
whole) in any of the events or circumstances as are referred to in
sub-paragraphs (i) to (vii) of this condition 2(e);
(f) save as publicly disclosed by the delivery of an announcement to the
London Stock Exchange at any time up to 22 February 2008 (being the date of this
announcement) or otherwise publicly disclosed in the interim results of
Alltracel for the six month period ended 30 June 2007, no member of the Wider
Alltracel Group having, since 30 June 2007:
(i) issued or agreed to issue additional shares of any class, or securities
convertible into or exchangeable for, or rights, warrants or options to
subscribe for or acquire, any such shares or convertible or exchangeable
securities (except for (A) issues to Alltracel or wholly-owned subsidiaries of
Alltracel; or (B) upon any exercise of Alltracel Options);
(ii) recommended, declared, paid or made or issued any bonus issue, dividend
or other distribution other than bonus issues, dividends or other distributions
lawfully paid or made to another member of the Alltracel Group;
(iii) save for transactions between two or more members of the Alltracel
Group ('intra-Alltracel Group transactions'), made or authorised, proposed or
announced any change in its loan capital (save in respect of loan capital which
is not convertible into share capital and is not material (in value terms or
otherwise) in the context of the Alltracel Group taken as a whole);
(iv) save for intra-Alltracel Group transactions, implemented, authorised,
proposed or announced its intention to propose any merger, demerger,
reconstruction, amalgamation, scheme or (except in the ordinary and usual course
of trading) acquisition or disposal of (or of any interest in) assets or shares
(or the equivalent thereof) in any undertaking or undertakings (except in any
such case where the consequences of any such merger, demerger, reconstruction,
amalgamation, scheme, acquisition or disposal would not be material (in value
terms or otherwise) in the context of the Alltracel Group taken as a whole);
(v) except in the ordinary and usual course of business entered into or
materially improved, or made any offer (which remains open for acceptance) to
enter into or materially improve, the terms of any non-executive director (save
as disclosed) or the terms of the employment contract with any director of
Alltracel or any person occupying one of the senior executive positions in the
Alltracel Group or permitted a variation in the terms or rules governing the
Alltracel Share Option Schemes (save as disclosed);
(vi) issued any loan capital or debentures or (save in the ordinary course of
business and save for intra-Alltracel Group transactions and except where the
consequences thereof would not be material (in value terms or otherwise) in the
context of the Alltracel Group, taken as a whole) incurred any indebtedness or
contingent liability;
(vii) purchased, redeemed or repaid or announced any offer to purchase, redeem
or repay any of its own shares or other securities (or the equivalent) or
reduced or made any other change to any part of its share capital;
(viii) merged with any body corporate, partnership or business, or (except
where the consequences thereof would not be material (in value terms or
otherwise) in the context of the Alltracel Group, taken as a whole) acquired or
disposed of, transferred any material asset or mortgaged or encumbered any
material assets or any material right, title or interest in any asset (including
shares and trade investments);
(ix) (except where the consequences thereof would not be material (in value
terms or otherwise) in the context of the Wider Alltracel Group taken as a whole
or save as disclosed) entered into or varied any contract, transaction,
arrangement or commitment or announced its intention to enter into or vary any
contract, transaction, arrangement or commitment (whether in respect of capital
expenditure or otherwise) which is of a long term, onerous or unusual nature or
magnitude or which is or would be materially restrictive on the business of any
member of the Wider Alltracel Group;
(x) (save as disclosed) entered into or varied any material contract,
transaction or arrangement or announced its intention to enter into or vary any
material contract, transaction or arrangement otherwise than in the ordinary and
usual course of business, except where the consequences thereof would not be
material (in value terms or otherwise) in the context of the Wider Alltracel
Group taken as a whole;
(xi) waived or compromised any claim which would be material (in value terms
or otherwise) in the context of the Wider Alltracel Group taken as a whole;
(xii) (except where the consequences thereof would not be material (in value
terms or otherwise) in the context of the Wider Alltracel Group taken as a
whole) been unable, or admitted in writing that it is unable, to pay its debts
or having stopped or suspended (or threatened to stop or suspend) payment of its
debts generally or ceased to carry on all or a substantial part of any business;
(xiii) (except where the consequences thereof would not be material (in value
terms or otherwise) in the context of the Wider Alltracel Group taken as a
whole) made or agreed to any significant change to the terms of the trust deeds
(including the termination or partial termination of the trusts) constituting
the pension schemes established for its directors and/or employees and/or their
dependants or to the benefits which accrue, or to the pensions which are payable
thereunder, or to the basis on which qualification for or accrual or entitlement
to such benefits or pensions are calculated or determined, or to the basis upon
which the liabilities (including pensions) of such pension schemes are funded or
made, or agreed or consented to any change to the trustees involving the
appointment of a trust corporation;
(xiv) save in respect of a voluntary solvent liquidation of a member of the
Wider Alltracel Group which was solvent and dormant at the relevant time or a
member of the Wider Alltracel Group which is not a Material Subsidiary, taken
any corporate action or (except where the consequences thereof would not be
material (in value terms or otherwise) in the context of the Wider Alltracel
Group taken as a whole) had any legal proceedings instituted against it in
respect of its winding-up, dissolution, examination or reorganisation or for the
appointment of a receiver, examiner, administrator, administrative receiver,
trustee or similar officer of all or any part of its assets or revenues, or (A)
been the subject of any analogous proceedings in any jurisdiction, or (B)
appointed any analogous person in any jurisdiction in which Alltracel or any
Material Subsidiary shall be incorporated or carry on any business;
(xv) entered into any agreement, contract or binding commitment or passed any
resolution or made any offer or announcement with respect to, or to effect any
of the transactions, matters or events set out in this condition (without
prejudice to the exceptions to each paragraph with regard to materiality and
other matters); or
(xvi) except in the case of amendments to the memoranda or articles of
association of subsidiaries which are not material, amended its memorandum and
articles of association (save as set out herein or agreed with Castlerise).
(g) save as publicly disclosed by the delivery of an announcement to the
London Stock Exchange at any time up to 22 February 2008 (being the date of this
announcement) or otherwise publicly disclosed in the interim results of
Alltracel for the six month period ended 30 June 2007, no member of the Wider
Alltracel Group having, since 30 June 2007:
(i) there not having arisen any adverse change or adverse deterioration in
the business, assets, financial or trading position or profits of Alltracel or
any member of the Wider Alltracel Group (save to an extent which would not be
material (in value terms or otherwise) in the context of the Wider Alltracel
Group taken as a whole);
(ii) save as disclosed, no litigation, arbitration proceedings, prosecution
or other legal proceedings to which any member of the Wider Alltracel Group is
or would reasonably be expected to become a party (whether as plaintiff or
defendant or otherwise) and no investigation by any Third Party against or in
respect of any member of the Wider Alltracel Group having been instituted or
remaining outstanding by, against or in respect of any member of the Alltracel
Group (save where the consequences of such litigation, arbitration proceedings,
prosecution or other legal proceedings or investigation are not or would not be
material (in value terms or otherwise) in the context of the Wider Alltracel
Group taken as a whole); and
(iii) save as disclosed, no contingent or other liability existing or having
arisen which would reasonably be expected to affect adversely any member of the
Wider Alltracel Group (save where such liability is not or would not be material
(in value terms or otherwise) in the context of the Wider Alltracel Group taken
as a whole) and no steps having been taken which are likely to result in the
withdrawal, cancellation, termination or modification of any licence, consent,
permit, access right or authorisation held by any member of the Wider Alltracel
Group which is necessary for the proper carrying on of its business and which is
material in the context of the Wider Alltracel Group.
(h) Castlerise not having discovered:
(i) that any financial, business or other information concerning the Wider
Alltracel Group which is material (in value terms or otherwise) in the context
of the Wider Alltracel Group taken as a whole and which has been publicly
disclosed is materially misleading, contains a material misrepresentation of
fact or omits to state a fact necessary to make the material information
contained therein not misleading, (save where the consequences of which would
not be material (in value terms or otherwise) in the context of the Wider
Alltracel Group taken as a whole);
(ii) save as disclosed, that any member of the Wider Alltracel Group is
subject to any liability (actual or contingent) which is not disclosed in the
Alltracel Annual Report and Accounts for the financial year ended 31 December
2006 and which is material in the context of the Wider Alltracel Group taken as
a whole; or
(iii) any information which affects the import of any information disclosed
to Castlerise at any time up to 22 February 2008 (being the date of this
announcement) by or on behalf of any employees, officers, advisers or members of
the Wider Alltracel Group to the extent which is material in the context of the
Wider Alltracel Group taken as a whole;
(i) save as publicly announced by Alltracel (by the delivery of an
announcement to the London Stock Exchange at any time up to 22 February 2008
(being the date of this announcement) or otherwise publicly disclosed in the
preliminary results of the Alltracel Group for the year ended 31 December 2006,
Castlerise not having discovered:
(i) in relation to any release, emission, discharge, disposal or other fact
or circumstance which has caused or reasonably might impair or harm human
health, that any past or present member of the Wider Alltracel Group has acted
in material violation of any laws, statutes, regulations, notices or other legal
or regulatory requirements of any Third Party (except where the consequences
thereof would not be material (in value terms or otherwise) in the context of
the Wider Alltracel Group taken as a whole);
(ii) that there is any liability, whether actual or contingent, to make
good, repair, reinstate or clean up any property now or previously owned,
occupied or made use of by any past or present member of the Alltracel Group or
any other property or any controlled waters under any environmental legislation,
regulation, notice, circular, order or other lawful requirement of any relevant
authority (whether by formal notice or order or not) or Third Party or otherwise
(except where such liability is not or would not be material (in value terms or
otherwise) in the context of the Wider Alltracel Group taken as a whole); and
(iii) after 22 February 2008 (being the date of this announcement), that
circumstances exist which are likely to result in any actual or contingent
liability to any member of the Wider Alltracel Group under any applicable
legislation referred to in sub-paragraph (ii) above to improve or modify
existing or install new plant, machinery or equipment to carry out any changes
in the processes currently carried out (save where such liability is not or
would not be material (in value terms or otherwise) in the context of the
Alltracel Group taken as a whole);
(j) no member of the Alltracel Group being in default under the terms or
conditions of any material facility or agreement or arrangement for the
provision of loans, credit or drawdown facilities, or of any security, surety or
guarantee in respect of any facility or agreement or arrangement for the
provision of loans, credit or drawdown facilities to any member of the Alltracel
Group (save where such default is not or would not be material (in value terms
or otherwise) in the context of the Alltracel Group taken as a whole);
(k) for the purposes of the conditions set out above:
(i) 'Castlerise Group' means Castlerise and its parent undertaking and its
subsidiaries and subsidiary undertakings and any other subsidiary or subsidiary
undertaking of its parent undertaking;
(ii) 'disclosed' means fairly disclosed in writing by or on behalf of
Alltracel to Castlerise or IBI Corporate Finance or its or their respective
employees, officers or advisers at any time up to 22 February 2008 (being the
date of this announcement) including (for the avoidance of doubt) documentation
contained in the Alltracel audit files for 2005 and 2006 which have been made
available to Castlerise and its advisers;
(iii) 'Alltracel Group' means Alltracel and its subsidiaries and subsidiary
undertakings;
(iv) 'parent undertaking' 'subsidiary undertaking', 'associated undertaking'
and 'undertaking' have the meanings given by the European Communities
(Companies: Group Accounts) Regulations, 1992;
(v) 'substantial interest' means an interest in 20 per cent. or more of the
voting equity capital of an undertaking;
(vi) 'Wider Castlerise Group' means the Castlerise Group, its associated
undertakings and any entities in which any member of the Castlerise Group holds
a substantial interest; and
(vii) 'Wider Alltracel Group' means the Alltracel Group, its associated
undertakings and any entities in which any member of the Alltracel Group holds a
substantial interest.
3. Subject to the requirements of the Panel, Castlerise reserves the
right (but shall be under no obligation) to waive, in whole or in part, all or
any of the conditions except for 1 (i), (ii), (iii) and (iv) and 2 (a).
4. The Acquisition will lapse unless all of the conditions set out above
have been fulfilled or (if capable of waiver) waived or, where appropriate, have
been determined by Castlerise to be or to remain satisfied on the Effective
Date.
5. If Castlerise is required to make an offer for Alltracel Shares under
the provisions of Rule 9 of the Takeover Rules, Castlerise may make such
alterations to any of the above conditions as are necessary to comply with the
provisions of that rule.
6. Castlerise reserves the right to effect the Acquisition by way of a
takeover offer. In such event, such offer will be implemented on the same terms
(subject to appropriate amendments, including (without limitation) an acceptance
condition set at 80 per cent. of the nominal value and voting rights of the
Alltracel Shares to which such an offer relates and which are not already in the
beneficial ownership of Castlerise within the meaning of Section 204 of the
Companies Act (but capable of waiver on a basis consistent with Rule 10 of the
Takeover Rules)), so far as applicable, as those which would apply to the
Scheme.
Appendix II
Sources and Bases of Information
1. Unless otherwise stated, the financial information relating to the
Alltracel Group has been extracted from the audited consolidated financial
statements of the Alltracel Group for the relevant financial year.
2. The value of the entire issued and to be issued ordinary share
capital of Alltracel is based upon 142,761,838 Alltracel Shares being in issue
as at the Latest Practicable Date and 5,478,608 Alltracel Shares which are the
subject of Alltracel Options with an exercise price of 14 pence or less, being
the Cash Consideration under the Acquisition.
3. Alltracel Share prices are sourced from the Daily Official List of
the London Stock Exchange.
4. References to a percentage of Alltracel Shares are based on the
number of Alltracel Shares in issue as at the Latest Practicable Date but do not
include any shares issuable to Alltracel Optionholders under the Alltracel Share
Option Scheme.
5. Reference to the arrangements in place between Alltracel and
Castlerise regarding a non-solicitation and expenses reimbursement agreement are
sourced from the terms of the agreement dated 22 February 2008, the terms of
which are subject to the approval of the Panel.
Appendix III
Definitions
The following definitions apply throughout this document, unless the context
requires otherwise:
"Acquisition" the proposed acquisition of Alltracel by Castlerise by means of the Scheme
as described in this document;
the "Act" the Companies Act, 1963 of Ireland, as amended;
"AIM" the Alternative Investment Market operated by the London Stock Exchange;
"AIM Rules" the rules for companies with a class of securities admitted to AIM published
by the London Stock Exchange governing admission to and the operation of AIM
as in force at the date of this announcement;
"Arrangement" any indemnity or option arrangement and any agreement or understanding,
formal or informal, of whatever nature between two or more persons, relating
to Relevant Securities of Castlerise or Alltracel which is or may be an
inducement to one or more such persons to deal or refrain from dealing in
such securities;
"Alltracel" or the "Company" Alltracel Pharmaceuticals plc, a public limited company incorporated in
Ireland with registered number 255271;
"Alltracel Group" or the "Group Alltracel, its subsidiaries and associated undertakings;
"
"Alltracel Options" options to subscribe for Alltracel Shares pursuant to the Alltracel Share
Option Scheme;
"Alltracel Optionholders" the holders of Alltracel Options;
"Alltracel Share Option Scheme" the Alltracel plc share option scheme;
"Alltracel Shareholders" or " holders of Alltracel Shares;
Shareholders"
"Alltracel Share" or "Ordinary the existing unconditionally allotted or issued and fully paid ordinary
Shares" or "Shares" shares of Euro0.0125 each in the capital of Alltracel and any further such
shares which may be issued or allotted prior to the Effective Date;
"Board" as the context requires, the board of directors of Alltracel, the board of
directors of Castlerise or the board of directors of HemCon and the terms "
Alltracel Board", "Castlerise Board" and "HemCon Board" shall be construed
accordingly;
"Business Day" any day, other than a Saturday or Sunday, on which clearing banks are
normally open for business in Dublin;
"Cash Consideration" the cash consideration of 14 pence per Alltracel Share payable to Alltracel
Shareholders for each Alltracel Share cancelled pursuant to the Scheme;
"Castlerise" Castlerise Investments Limited, a private limited company incorporated in
Ireland with registered number 451008;
"Castlerise Group" Castlerise, its parent undertaking and its subsidiaries and subsidiary
undertakings and any other subsidiary or subsidiary undertaking of its
parent undertaking;
"Closing Price" the closing price of an Alltracel Share as derived from the Daily Official
List;
"Companies Acts" the Companies Acts 1963 to 2006;
"Court Meeting" the meeting or meetings of the Alltracel Shareholders (and any adjournment
thereof) convened by order of the High Court pursuant to Section 201 of the
Act to consider and, if thought fit, approve the Scheme (with or without
amendment);
"Court Order" the order or orders of the High Court sanctioning the Scheme under Section
201 of the Act and confirming the reduction of share capital which forms
part of it under Sections 72 and 74 of the Act;
"CREST" the relevant system for the paperless settlement of trades and the holding
of uncertified securities operated by CRESTCO Limited in accordance with the
CREST Regulations;
"CREST Regulations" the Companies Act 1990 (Uncertified Securities) Regulations 1996 (SI No. 68
of 1996) and the Companies Act 1990 (Uncertificated Securities) Regulations
2005 (SI No. 63 of 2005) as amended from time to time;
"Daily Official List" the daily official list of the London Stock Exchange;
"Davy Corporate Finance" Davy Corporate Finance, a wholly owned subsidiary of J&E Davy, trading as
Davy;
"directors of Alltracel" the directors of Alltracel, being Padraic O'Connor, Tony Richardson, Noel
Toolan, Nick Hart and Pat Fottrell;
"directors of Castlerise" the directors of Castlerise, being John Morgan and R. Michael Williams;
"directors of HemCon" the directors of HemCon, being John Morgan, Kenton Gregory, William
Wiesmann, Andrew Miller, Kevin Swan, Richard Berkeley and Gordon Knapp;
"Effective Date" the date on which the Scheme becomes effective in accordance with its terms;
"Extraordinary General Meeting" the extraordinary general meeting of the Alltracel Shareholders to be
or "EGM" convened in connection with the Scheme expected to be held on the same day
as the Court Meeting (and any adjournment thereof);
"Financial Regulator" the Irish Financial Services Regulatory Authority;
"High Court" the High Court of Ireland;
"HemCon" HemCon Medical Technologies, Inc.;
"HemCon Group" HemCon, its subsidiaries and associated undertakings;
"IBI Corporate Finance" IBI Corporate Finance Limited;
"Implementation Agreement" the implementation agreement dated 22 February 2008 between Alltracel and
Castlerise in relation to the implementation of the Scheme;
"Independent Board" or " Padraic O'Connor (Chairman), Noel Toolan (Executive Director) and Pat
Independent Directors" Fottrell (Non-Executive Director);
"Independent Shareholders" Alltracel Shareholders excluding Tony Richardson and Nick Hart and members
of their respective families;
"Ireland" or "Republic of Ireland excluding Northern Ireland and the word "Irish" shall be construed
Ireland" accordingly;
"Latest Practicable Date" 21 February 2008;
"London Stock Exchange" the London Stock Exchange plc;
"Management Arrangements" the proposed arrangements described in paragraph 11 hereof;
"Northern Ireland" the counties of Antrim, Armagh, Derry, Down, Fermanagh and Tyrone on the
island of Ireland;
"Non-Solicitation and Expenses the agreement described in paragraph 12 hereof;
Reimbursement Agreement"
"Offer Period" the period commencing on 21 January 2008 (the date of an announcement of a
possible offer for Alltracel) and ending on the earlier of the Effective
Date and/or the date on which the Scheme lapses or is withdrawn (or such
other date as the Panel may decide or the Takeover Rules dictate);
"Offer Price" being the Cash Consideration;
"Panel" the Irish Takeover Panel;
"Registrar of Companies" the Registrar of Companies in Dublin, Ireland;
"Relevant Securities" has the meaning assigned by Rule 8.9 of the Takeover Rules;
"Restricted Jurisdiction" any jurisdiction in respect of which it would be unlawful for this
announcement to be released, published or distributed, in whole or in part,
in, into or from, including for the avoidance of doubt, Australia, Canada,
Japan, South Africa or the United States;
"Scheme" the proposed scheme of arrangement under Section 201 of the Companies Act;
"Scheme Document" a circular for distribution to Alltracel Shareholders and, for information
only, to Alltracel Optionholders containing: (i) the Scheme; (ii) the notice
or notices of the Court Meetings and EGM; (iii) an explanatory statement as
required by Section 202 of the Act with respect to the Scheme; (iv) such
other information as may be required or necessary pursuant to the Act, the
Irish Takeover Rules or the AIM Rules; and (v) such other information as
Alltracel and Castlerise shall agree;
"Takeover Rules" or "Irish the Irish Takeover Panel Act, 1997, and the Irish Takeover Panel Act, 1997,
Takeover Rules" Takeover Rules 2007 and Substantial Acquisition Rules 2007;
"United Kingdom" or "UK" the United Kingdom of Great Britain and Northern Ireland;
"United States" or "USA" or "US The United States of America, its territories and possessions, any state of
" the United States of America and the District of Columbia and any other
territory subject to its jurisdiction; and
"Westone" Westone Products Limited.
All amounts contained within this document referred to by "�" and "pence" refer
to pounds Sterling and pence Sterling.
Any references to "subsidiary undertaking", "associated undertaking" and "
undertaking" have the meanings given by the European Communities (Companies:
Group Accounts) Regulations 1992.
Any references to any provision of any legislation shall include any amendment,
modification, re-enactment or extension thereof. Any reference to any
legislation is to Irish legislation unless specified otherwise.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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