Axis-Shield plc (“Axis-Shield” or the “Company”)
Response to Statement by Alere AS Holdings Limited (“Alere”), a wholly-owned subsidiary of Alere Inc.
The Board of Axis-Shield (the “Board”) notes today’s announcement released by Alere reiterating its unsolicited offer of 460 pence per share (the “Offer”).
The Board of Axis-Shield is disappointed that Alere has not taken notice of the firm rebuttal from shareholders to its wholly inadequate offer, made clear by the less than 1 per cent. level of acceptances it previously received as disclosed in Alere’s announcement of 16 September 2011.
The Board believes that, contrary to Alere’s statement, an offer of 460p does not allow Axis-Shield shareholders to realise the full value of their shares, as this fundamentally undervalues the current strengths and future prospects of the business. The Board has full confidence in the Company’s strategy and management to continue to deliver significant shareholder value.
The Board has been more than willing to engage with Alere if Alere were to put a proposal to the Board that fairly reflected the fundamental value of Axis-Shield. To date, no such proposal has been received from Alere.
The Company has made excellent progress in the first half of the year and is on track to deliver for the second half of the year. The Company believes that Alere is making a highly opportunistic offer in order to try and acquire Axis-Shield on the cheap.
Shareholders are reminded that Alere’s offer remains open until 1.00 p.m. (London time) (which corresponds to 2.00 p.m. Oslo time) on 10 October 2011 and that the Board and its advisers are committed to making determined efforts to ensure that shareholders can realise the true value and potential of their investment.
The Company will make a further announcement as appropriate.
This announcement is made on the London Stock Exchange and is repeated in Norway for Oslo Stock Exchange purposes under the ‘equivalent information’ rule (DTR Rule 2.4).
Ian Gilham, Chief Executive Officer
+44 (0)20 3178 7849
Ronny Hermansen, Finance Director
J.P. Morgan Cazenove
John Muncey / Dwayne Lysaght / Gina Gibson
+44 (0)20 7742 4000
Peel Hunt LLP
James Steel / Andy Crossley / Vijay Barathan
+44 (0)20 7418 8900
Peter Laing / Emma Thompson / Claire Dickinson
+44 (0)20 7920 2330
Corporate Communications (Norway)
Geir Bjørlo / Håkon Rønning
+47 23 89 89 30
J.P. Morgan Limited, which conducts its UK investment banking business as J.P. Morgan Cazenove and is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting for Axis-Shield and for no one else in connection with the matters set out in this announcement and will not be responsible to anyone other than Axis-Shield for providing the protections afforded to clients of J.P. Morgan Limited or for providing advice in relation to the matters set out in this announcement.
Peel Hunt LLP, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting for Axis-Shield and for no one else in connection with the matters set out in this announcement and will not be responsible to anyone other than Axis-Shield for providing the protections afforded to clients of Peel Hunt LLP 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, or the solicitation of any vote or approval in any jurisdiction. Any offer (if made) will be made solely by certain offer documentation which will contain the full terms and conditions of any offer (if made). This announcement has been prepared in accordance with English law and the UK City Code on Takeovers and Mergers (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.
The release, distribution or publication of this announcement in jurisdictions other than the UK may be restricted by law and therefore any persons who are subject to the laws of any jurisdiction other than the UK should inform themselves about and observe any applicable requirements.
Dealing Disclosure Requirements
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 p.m. (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 p.m. (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 p.m. (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.
A copy of this announcement will be available on Axis-Shield’s website at http://www.axis-shield.com by no later than 12 noon (London time) on 27 September 2011.