29 Apr 2010 07:00
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR FROM ANY RESTRICTED JURISDICTION (INCLUDING THE UNITED STATES, AUSTRALIA, CANADA AND JAPAN) OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION
FOR IMMEDIATE RELEASE
29 April 2010
GOLD MEDAL ACQUISITIONS UK LIMITED
POSTING OF OFFER DOCUMENTATION RELATED TO OFFER FOR
FULCRUM PHARMA PLC
On 28 April 2010, Gold Medal Acquisitions UK Limited ("Gold Medal UK") and Fulcrum Pharma plc ("Fulcrum Pharma" or the "Company") announced the terms of a recommended cash offer for Fulcrum Pharma (the "Offer").
The Offer documentation has been posted the Company's shareholders. Acceptances of the Offer should be received by no later than 1.00 p.m. (London time) on 19 May 2010.
Other than as expressly set out in this announcement, capitalised terms used in this announcement shall have the meanings given to them in the announcement of the Offer released earlier today.
Enquiries:
| Gold Medal UK Patrick K Donnelly
|
Tel. +1 703 865 2520 |
| Smith & Williamson (Financial adviser to Gold Medal UK) Andy Pedrette David Jones
|
Tel. +44 (0)20 7131 4000 Tel. +44 (0)20 7131 4000
|
| Fulcrum Pharma plc Frank Armstrong |
Tel. +44 (0)7815 191 565
|
| Singer Capital Markets (Financial adviser to Fulcrum Pharma) Shaun Dobson Claes Spång |
Tel. +44 (0)20 3205 7500 Tel. +44 (0)20 3205 7500 |
This announcement does not constitute or form part of any offer or invitation to sell or purchase any securities or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any securities, pursuant to the Offer or otherwise. The Offer is being made solely by the Offer documentation which contains the full terms and conditions of the Offer, including details of how the Offer may be accepted. Please carefully read the Offer documentation in its entirety before making a decision with respect to the Offer.
The distribution of this document in jurisdictions other than the United Kingdom may be restricted by the laws of those jurisdictions and therefore persons into whose possession this document comes should inform themselves about and observe any such restrictions. Failure to comply with any such restrictions may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable law, the companies involved in the Offer disclaim any responsibility or liability for the violation of such restrictions by any person.
Disclosure requirements of the Takeover Code (the "Code")
The text set out below updates and amends the "Dealing Disclosure Requirements" contained in the announcement of the Offer released on 28 April 2010.
Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of any class of relevant securities of an offeree company or of any paper offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any paper offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any paper offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 pm (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (London time) on the 10th business day following the announcement in which any paper offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a paper offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.
Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1% or more of any class of relevant securities of the offeree company or of any paper offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any paper offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any paper offeror, save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 pm (London time) on the business day following the date of the relevant dealing.
If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a paper offeror, they will be deemed to be a single person for the purpose of Rule 8.3.
Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).
Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Takeover Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. If you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure, you should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129.
Publication on the Fulcrum Pharma website
A copy of this announcement and the Offer documentation will be available free of charge, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, for inspection on Fulcrum Pharma's website at www.fulcrumpharma.com during the course of the Offer.