Result of Court Meeting and General Meeting
22 Julio 2009 - 11:09AM
UK Regulatory
TIDMCOT TIDMCOT
RNS Number : 1220W
Concateno plc
22 July 2009
CONCATENO PLC
22 JULY 2009
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN OR INTO OR
FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE
RELEVANT LAWS OF SUCH JURISDICTION
RECOMMENDED OFFER
FOR THE ACQUISITION OF CONCATENO PLC
by
INVERNESS MEDICAL INNOVATIONS, INC.
(TO BE EFFECTED BY MEANS OF A SCHEME OF ARRANGEMENT)
Result of Court Meeting and General Meeting
Concateno plc ("Concateno" or the "Company") announces that at the meeting
convened by the court and held earlier today, 22 July 2009 (the "Court
Meeting"), and at the subsequent general meeting (the "General Meeting") to
approve the scheme of arrangement (the "Scheme") to implement the acquisition of
the Company by Inverness Medical Innovations, Inc. (the "Acquisition"), all of
the resolutions received the necessary majorities and were accordingly approved.
Voting results
The voting results in relation to the Court Meeting and the General Meeting are
summarised below:
COURT MEETING
Resolution to approve the Scheme:
Number of Concateno Scheme Shareholders: FOR: 45 (91.84%) AGAINST: 4 (8.16%)
representing the following number of votes: FOR: 60,135,106 (99.98%) AGAINST:
10,218 (0.02%)
GENERAL MEETING
The special resolution to give effect to the Scheme was passed unanimously on a
show of hands at the General Meeting.
The ordinary resolution to approve the Management Arrangements (as defined and
more particularly set out in the scheme circular dated 26 June 2009 and sent to
Concateno Shareholders ("Scheme Circular")) was passed on a poll, with only
Independent Shareholders of the Company being entitled to vote and voting in
respect of such resolution:
Number of Independent Shareholders: FOR: 45 (93.75%) AGAINST: 3 (6.25%)
representing the following number of votes: FOR: 59,170,727 (99.99%) AGAINST:
6,451 (0.01%)
Completion of the Acquisition remains subject to the satisfaction or, if
appropriate, waiver of the conditions to the Acquisition as set out in the
Scheme Circular, including, inter alia, the sanction of the Scheme by the High
Court. The expected timetable of principal events in connection with the Scheme
is set out in the Appendix to this announcement.
Enquiries:
Concateno Plc
James Corsellis
Tel: +44 (0)20 7004 2800
Inverness Medical Innovations, Inc.
Doug Guarino Tel: +1 781 647 3900
UBS Investment Bank (financial adviser to Concateno)
Thomas Onions Tel: +44 (0)20 7567 8000
Ewan Davis Tel: +44 (0)20 7567 8000
Collins Stewart Europe Limited (financial and rule 3 adviser to Concateno)
Piers Coombs Tel: +44 (0)20 7523 8350
Bruce Garrow Tel: +44 (0)20 7523 8350
IDJ Limited (financial adviser to Inverness)
John Incledon Tel: +44 (0)20 7355 1200
David Bolton Tel: +44 (0)1932 868074
M: +44 (0)7768 598436
The Concateno Directors accept responsibility for the information contained in
this Announcement. To the best of the knowledge and belief of the Concateno
Directors (who have taken all reasonable care to ensure that such is the case),
the information contained in this Announcement is in accordance with the facts
and does not omit anything likely to affect the import of such information.
UBS Investment Bank is acting exclusively for Concateno and no one else in
connection with the Proposal and the Scheme and will not be responsible to
anyone other than Concateno for providing the protections afforded to the
clients of UBS Investment Bank nor for providing advice in relation to the
Proposal and the Scheme or any other matter or arrangement referred to in this
announcement.
Collins Stewart, which is authorised and regulated in the United Kingdom by the
Financial Services Authority for investment business, is acting exclusively for
Concateno and no one else in connection with the Proposal and the Scheme and
will not be responsible to anyone other than Concateno for providing the
protections afforded to the clients of Collins Stewart nor for providing advice
in relation to the Proposal and the Scheme or any other matter or arrangement
referred to in this announcement.
IDJ Limited, which is authorised and regulated in the United Kingdom by the
Financial Services Authority for investment business, is acting exclusively for
Inverness and no one else in connection with the Proposal and the Scheme and
will not be responsible to anyone other than Inverness for providing the
protections afforded to the clients of IDJ Limited nor for providing advice in
relation to the Proposal and the Scheme or any other matter or arrangement
referred to in this announcement.
The release, publication or distribution of this Announcement in jurisdictions
other than the United Kingdom may be restricted by law and therefore any persons
who are subject to the laws of any jurisdiction other than the United Kingdom
should inform themselves about, and observe, any applicable requirements. This
Announcement has been prepared for the purposes of complying with English law
and the Takeover 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.
This Announcement does not constitute an offer to sell or an invitation to
purchase or subscribe for any securities or a solicitation of any vote or
approval in any jurisdiction whether relating to the Proposal or otherwise. This
Announcement does not constitute a prospectus or a prospectus equivalent
document. The Proposal will be made solely through the Scheme Circular which
contains the full details, terms and conditions of the Proposal, including
details of how to vote in respect of the Proposal. Concateno Scheme Shareholders
are advised to read the Scheme Circular carefully once it has been received.
The New Inverness Shares to be issued in connection with the Proposal have not
been and will not be registered under, nor have the relevant clearances been,
nor will they be, obtained from the Securities Commission of any province or
territory of Canada, nor has any prospectus in relation to the New Inverness
Shares been lodged with, or registered by, the Australian Securities &
Investments Commission nor any securities authority in Japan. Accordingly,
unless an exemption under the relevant securities law is available, the New
Inverness Shares may not be offered, sold, re-sold or delivered, directly or
indirectly, into or from Canada, Australia or Japan.
NOTICE TO US SHAREHOLDERS
For US securities law purposes, the exchange offer described in the Scheme
Circular will be made for the securities of a foreign company by means of a
scheme of arrangement under Part of the United Kingdom Companies Act 2006. The
offer is subject to disclosure and procedural requirements of a foreign country
that are different from those of the United States. Financial statements
relating to Concateno included or incorporated in the Scheme Circular have been
prepared in accordance with foreign accounting standards that may not be
comparable to the financial statements of United States companies. It may be
difficult for you to enforce your rights and any claim you may have arising
under United States federal securities laws, since Concateno is located in a
foreign country, and some or all of its officers and directors may be residents
of a foreign country. You may not be able to sue Concateno or its officers or
directors in a foreign court for violations of the U.S. securities laws. It may
be difficult to compel Concateno and its affiliates to subject themselves to a
U.S. court's judgment. You should be aware that Inverness may purchase
securities otherwise than pursuant to the Scheme, such as in open market or
privately negotiated purchases. Concateno is circulating the Scheme Circular to
its shareholders in connection with its solicitation of proxies in connection
with the Scheme. The Scheme Circular contains important information about
Concateno, Inverness, the Scheme and related matters. Concateno shareholders are
urged to read the Scheme Circular carefully.
Words and expressions defined in the Scheme Circular shall, unless the context
provides otherwise, have the same meanings in this Announcement.
Appendix
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
+---------------------------------------------------------+--------------------+
| Event | Time and/or date1 |
+---------------------------------------------------------+--------------------+
| Latest time for lodging blue Form of Proxy for the | 10.30 am on 20 |
| Concateno Court Meeting2 | July 2009 |
+---------------------------------------------------------+--------------------+
| Latest time for lodging white Form of Proxy for the | 10.40 am on 20 |
| Concateno General Meeting | July 2009 |
+---------------------------------------------------------+--------------------+
| Voting Record Time3 | 6.00 pm on 20 July |
| | 2009 |
+---------------------------------------------------------+--------------------+
| Concateno Court Meeting | 10.30 am on 22 |
| | July 2009 |
+---------------------------------------------------------+--------------------+
| Concateno General Meeting4 | 10.40 am on 22 |
| | July 2009 |
+---------------------------------------------------------+--------------------+
| Last day of dealings in, registration of transfers of | 7 August 2009 |
| and disablement in CREST of Concateno Shares | |
+---------------------------------------------------------+--------------------+
| Reduction Record Time | 6.00 pm on 7 |
| | August 2009 |
+---------------------------------------------------------+--------------------+
| Hearing at Court to sanction the Scheme and confirm the | 10 August 2009 |
| Capital Reduction | |
+---------------------------------------------------------+--------------------+
| Delisting of Concateno Shares | 7.00 am on 11 |
| | August 2009 |
+---------------------------------------------------------+--------------------+
| Scheme Effective Date | 11 August 2009 |
+---------------------------------------------------------+--------------------+
| Latest date for dispatch of certificates for New | 25 August 2009 |
| Inverness Shares and Cash Consideration due under the | |
| Scheme | |
+---------------------------------------------------------+--------------------+
1 These dates are indicative only and will depend, amongst other things, on the
dates upon which the Conditions are either satisfied or waived (to the extent
they are capable of being waived), and the date upon which the Court sanctions
the Scheme and confirms the associated Capital Reduction and the Court Order
sanctioning the Scheme and confirming the Capital Reduction is delivered to the
Registrar of Companies in England and Wales and, in respect of the Capital
Reduction, is registered by the Registrar of Companies in England and Wales. It
may be necessary for more than one court hearing to sanction the Scheme.
2 The blue Form of Proxy for the Concateno Court Meeting may, alternatively, be
handed to Concateno's Registrars on behalf of the Chairman of the Concateno
Court Meeting at the start of the Concateno Court Meeting.
3 If either of the Meetings is adjourned, then the Voting Record Time for the
reconvened Meeting will be 48 hours before the time fixed for the reconvened
Meeting.
4 If the Concateno Court Meeting has not been concluded or adjourned prior to
the scheduled commencement of the Concateno General Meeting, the commencement of
the Concateno General Meeting will be delayed until the Concateno Court Meeting
has been concluded or adjourned.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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