Inverness Medical Innovations proposes to acquire Concateno
(NewDesignWorld Press Release Center) -- Concateno plc, the AIM listed major European player in drugs of abuse testing announces that it has reached an agreement on the terms of a recommended offer by Inverness Medical Innovations, Inc. (‘Inverness’), to acquire all of Concateno’s issued and outstanding share capital. Concateno’s Independent Directors are recommending the offer to shareholders.
Highlights:
• Recommended proposed offer for Concateno’s issued and outstanding share capital, valuing the business at an enterprise value of £147m, which represents 12 times 2008 EBITDA
• Overall consideration equivalent to 121.24p per share, made up of:
o 79p per share in cash
o 0.02 shares in Inverness common stock, valued at 42.24p at 4 June 2009
• Total consideration to be made whole up to 120p per share
• Irrevocable undertakings to accept the offer from Marwyn entities, the Independent Directors and Management, representing approximately 30.1% of the issued share capital
The acquisition is expected to be implemented by way of a court-approved scheme of arrangement under Part 26 of the United Kingdom Companies Act 2006. The scheme of arrangement is subject to approval by the shareholders of Concateno and sanction of the High Court of Justice in England and Wales as well as other customary conditions. If approved, the acquisition would be expected to become effective during the third quarter of 2009.
In the event that, as a result of adverse movements in Inverness’ stock price and USD/GBP exchange rates, the value of the total consideration payable per Concateno share is less than 120 pence on the day before the General Meeting of Concateno; Inverness will be obliged to provide further consideration to Concateno shareholders such that the overall value of the consideration per Concateno share is 120 pence. Any such additional consideration will consist of up to £1 million cash plus up to 500,000 additional shares of common stock or, at its option, the cash equivalent thereof.
In the event that the cash consideration of up to £1 million is not needed to increase the overall consideration to 120 pence, the unused portion will be paid to certain key management of Concateno as part of a management incentivisation package.
Commenting on the proposed transaction Keith Tozzi, Chairman of Concateno said:
"After a rigorous competitive process, I am delighted to support this compelling offer to the Company’s shareholders. The transaction will enable Concateno to continue to grow both organically and by acquisition, with particular focus on international markets.
“I am pleased that the structure of the transaction gives shareholders the opportunity to participate in that growth, should they so choose.”
Ron Zwanziger CEO of Inverness added:
"Concateno’s unique position in the European point of care, drugs of abuse testing market is a perfect complement to our existing drugs of abuse business, which operates primarily in the United States. There is also very little product overlap because we already supply Concateno with many of its visually-read drugs of abuse tests while Concateno manufactures meter-read products through its Cozart subsidiary."
Concateno is represented by DLA Piper in London and has retained Collins Stewart and UBS Investment Bank as its financial advisers. Inverness is represented by Wragge & Co LLP in London and Foley Hoag LLP in Boston. Inverness also retained IDJ International as financial adviser.
For further information on Concateno, please contact:
Keith Tozzi, Chairman, Concateno plc
Fiona Begley, CEO, Concateno plc
Tel: 020 7004 2800
Jonathon Brill/ Billy Clegg/ Edward Westropp Financial Dynamics
Tel: 020 7831 3113
Henry Elphick / Tom Onions, UBS Investment Bank
Tel: 020 7567 8000
About Concateno and Inverness
For additional information on Concateno, please visit http://www.concateno.com
For more information about Inverness Medical Innovations, please visit www.invernessmedical.com.
Cautionary Note Regarding Forward-Looking Statements
This press release may contain forward-looking statements within the meaning of the federal securities laws, including statements regarding potential synergies and benefits of the proposed business combination. These statements reflect the parties' current views with respect to future events and are based on their respective management's current assumptions and information currently available. Actual results may differ materially due to numerous factors including, without limitation, risks associated with market and economic conditions; Inverness' ability to integrate this and other acquisitions and to recognize expected benefits; Inverness' ability to continue to successfully develop and manufacture diagnostic testing products and to commercialize products; and the risks and uncertainties described in Inverness' annual report on Form 10-K, as amended, for the year ended December 31, 2008, and other factors identified from time to time in its periodic filings with the Securities and Exchange Commission. Inverness undertakes no obligation to update any forward-looking statements contained herein.
UBS Investment Bank (“UBS”) is acting for Concateno plc and no one else in connection with the matters in this announcement and will not be responsible to anyone other than Concateno for providing the protections afforded to clients of UBS nor for giving advice in relation to any matter or arrangement referred to in this announcement.
Under the provisions of Rule 8.3 of the Takeover Code (the "Code"), if any person is, or becomes, "interested" (directly or indirectly) in 1% or more of any class of "relevant securities" of the offeree company (Concateno plc), all "dealings" in any "relevant securities" of that company (including by means of an option in respect of, or a derivative referenced to, any such "relevant securities") must be publicly disclosed by no later than 3.30 pm (London time) on the London business day following the date of the relevant transaction. This requirement will continue until the date on which the 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 the offeree company, 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 the offeree company by the offeror or the offeree company, 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 the companies in whose "relevant securities" "dealings" should be disclosed, and the number of such securities in issue, can be found on the Takeover 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.
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