Last checked at 2 Mar 2010 09:27
Consort Medical plc - Possible Offer for Advanced Medical Solutions Group plc
Consort Medical plc ("Consort") notes Advanced Medical Solutions Group plc's ("AMS") announcement concerning Consort's approach to AMS.
As previously communicated to its shareholders, Consort has been evaluating potential acquisition opportunities as a part of its ongoing corporate development. Following its detailed review, Consort believes that the acquisition of AMS has strong strategic and commercial logic.
Consort believes that both its initial and subsequent proposals represent attractive value propositions for AMS shareholders. Accordingly, Consort is disappointed that the Board of AMS has refused to enter into discussions with Consort or grant Consort access to due diligence, which might lead to acceptable terms being reached for AMS shareholders.
The making of any offer by Consort remains subject to the following pre-conditions:
·; Consort being granted access to conduct satisfactory due diligence;
·; the unanimous and unqualified recommendation by the Board of AMS in respect of any offer by Consort;
·; bank financing of an offer on appropriate terms; and
·; each member of the Board of AMS giving irrevocable undertakings to accept any offer in respect of all their AMS shares.
Consort reserves the right to waive any or all of the pre-conditions described in this announcement.
Further announcements will be made as appropriate.
This is an announcement falling under Rule 2.4 of the City Code on Takeovers and Mergers (the "Code") and does not constitute an announcement of a firm intention to make an offer or to pursue any other transaction under Rule 2.5 of the Code. Accordingly, AMS shareholders are advised that there can be no certainty that a formal offer for AMS will be forthcoming, even in the event that the pre-conditions in this announcement are satisfied or waived.
Enquiries:
Consort Medical plc
Jonathan Glenn (Chief Executive)
Toby Woolrych (Group Finance Director)
+44 (0)144 286 7920
Evercore Partners Limited
Bernard Taylor
Julian Oakley
+44 (0)20 7268 2700
Evercore Partners Limited, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting for Consort and for no one else in connection with the matters set out in this announcement and will not be responsible to anyone other than Consort for providing the protections afforded to clients of Evercore Partners Limited or for providing advice in relation to the matters set out in this announcement.
This announcement is not intended to, and does not, constitute or form part of any offer, invitation or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities. There can be no certainty that a formal offer for AMS will be forthcoming, even in the event that the pre-conditions in this announcement are satisfied or waived. This announcement has been prepared in accordance with English law and the Code and information disclosed may not be the same as that which would have been prepared in accordance with the laws of jurisdictions outside of the United Kingdom.
Dealing Disclosure Requirements
Under the provisions of Rule 8.3 of the Code, if any person is, or becomes, 'interested' (directly or indirectly) in 1 per cent. or more of any class of 'relevant securities' of Consort or of AMS, all 'dealings' in any 'relevant securities' of Consort or of AMS (including by means of an option in respect of, or a derivative referenced to, any such 'relevant securities') must be publicly disclosed by not later than 3.30 p.m. (London time) on the London business day following the date of the relevant transaction. This requirement will continue until the date on which any offer becomes, or is declared, unconditional as to acceptances, lapses or is otherwise withdrawn or on which the 'offer period' otherwise ends. If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire an 'interest' in 'relevant securities' of Consort or AMS, they will be deemed to be a single person for the purpose of Rule 8.3.
Under the provisions of Rule 8.1 of the Code, all 'dealings' in 'relevant securities' of Consort or of AMS by Consort or AMS or by any of their respective 'associates', must be disclosed by no later than 12.00 noon (London time) on the London business day following the date of the relevant transaction.
A disclosure table, giving details of companies in whose 'relevant securities' 'dealings' should be disclosed, and the number of such securities in issue, can be found on the Panel's website at www.thetakeoverpanel.org.uk.
'Interests in securities' arise, in summary, when a person has long economic exposure, whether conditional or absolute, to changes in the price of securities. In particular, a person will be treated as having an 'interest' by virtue of the ownership or control of securities, or by virtue of any option in respect of, or derivative referenced to, securities.
Terms in quotation marks are defined in the Code, which can also be found on the Panel's website. If you are in any doubt as to whether or not you are required to disclose a 'dealing' under Rule 8, you should consult the Panel.