COT Concateno

 

TIDMCOT TIDMCOT 
 
RNS Number : 1541X 
Concateno plc 
10 August 2009 
 

Concateno plc 
10 August 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 Hearing 
On 5 June 2009, the Company announced a recommended offer by Inverness to 
acquire the entire issued and to be issued share capital of Concateno to be 
implemented by way of a Court approved Scheme of Arrangement. The Scheme 
Circular, containing the terms and conditions of the Proposal and further 
information on the Proposal, was posted to qualifying holders of Concateno 
Shares on 26 June 2009. Terms defined in this announcement have the same 
meanings as in the Scheme Circular unless the context requires otherwise. 
On 22 July 2009, the Company announced that at the Concateno Court Meeting the 
resolution approving the Scheme was passed by a majority in number of 
shareholders present and voting representing 99.98 per cent. of the Concateno 
Scheme Shares held by such shareholders and that certain other resolutions 
concerning the Scheme were passed at the Concateno General Meeting. 
Today, at the Court Hearing required as part of the Scheme, the Court sanctioned 
the Scheme and the capital reduction required by the Scheme. The Scheme is now 
conditional only on the delivery of the Court Orders to the Registrar of 
Companies and registration of the Court Order confirming the capital reduction 
by the Registrar of Companies. It is expected that this final condition will be 
satisfied on 11 August 2009. 
It is expected that cancellation of the listing of Concateno Shares from AIM 
will take effect from 07:00 am on 11 August. 
Enquiries: 
Concateno Plc 
Keith Tozzi                    Tel: +44 (0)20 7004 2800 
Fiona Begley                 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. 
 
 
 
 
 
This information is provided by RNS 
            The company news service from the London Stock Exchange 
   END 
 
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