Alere Inc. Announces Second Closing Date Acceptances Under Cash Offer to Acquire Axis Shield PLC

Sep 16, 2011, 08:00 ET from Alere Inc.

WALTHAM, Mass., Sept. 16, 2011 /PRNewswire/ --

Not for release, publication or distribution, in whole or in part, in, into or from Australia, South Africa, Japan or any jurisdiction where to do so would constitute a violation of the relevant laws or regulations of such jurisdiction



16 September 2011



Alere AS Holdings Limited




Cash Offer



by Alere AS Holdings Limited ("Alere AS Holdings" or the "Offeror")



a wholly-owned subsidiary of Alere Inc. ("Alere")




for




Axis-Shield plc ("Axis-Shield" or the "Company")




Second Closing Date Announcement



On 5 August 2011, Alere AS Holdings made a cash offer to acquire the entire issued (and to be issued) share capital of Axis-Shield, not already held by it, at an offer price of 460 pence per Axis-Shield Share (the "Offer").

Levels of acceptances

As required by the Code, Alere AS Holdings announces that as at 1.00 p.m. (London time) on 15 September 2011 (being the second closing date of the Offer), Alere AS Holdings had received valid acceptances in respect of 498,754 Axis-Shield Shares, representing approximately 0.99 per cent. of the current issued share capital of Axis-Shield and approximately 1.09 per cent. of the Axis-Shield Shares to which the Offer relates.

As at the date of this Announcement, Alere AS Holdings holds 4,546,697 Axis-Shield Shares, representing approximately 9.09 per cent. of the current issued share capital of Axis-Shield.

Accordingly, as at 1.00 p.m. (London time) on 15 September 2011, Alere AS Holdings either owned or had received valid acceptances of the Offer in respect of a total of 5,045,451 Axis-Shield Shares, representing, in aggregate, approximately 10.09 per cent. of the current issued share capital of Axis-Shield.

Extension of Offer

Alere AS Holdings further announces that the Offer, which remains subject to the terms and conditions set out or referred to in the offer document posted to Axis-Shield Shareholders on 11 August 2011 (the "Offer Document"), is being extended and will remain open for acceptance until the next closing date which will be 1.00 p.m. (London time) on 10 October 2011. Axis-Shield Shareholders who have not accepted the Offer are urged to do so as soon as possible and in any event by 1.00 p.m. (London time) (corresponding to 2.00 p.m. Oslo time) on 10 October 2011.

Any further extensions of the Offer will be publicly announced no later than 8.00 a.m. (London time) on the Business Day following the date on which the Offer was otherwise due to expire, or such later date or time as the Panel may agree.  Alere AS Holdings' offer price of 460 pence per Axis-Shield Share remains unchanged in connection with this extension.

Acceptance condition

The Offer is conditional upon Alere AS Holdings receiving valid acceptances (and not, where permitted, withdrawn) by no later than 1.00 p.m. (London time) (corresponding to 2.00 p.m. Oslo time) on 10 October 2011 (or such later time(s) and/or dates(s) as the Offeror may, with the consent of the Panel or in accordance with the Code, decide) in respect of not less than 90 per cent. of Axis-Shield Shares to which the Offer relates and not less than 90 per cent. of the voting rights carried by those shares (or, in either case, such lower percentage as the Offeror may decide). However, this condition will not be satisfied unless the Offeror and/or any other members of the Alere Group have acquired or agreed to acquire, whether pursuant to the Offer or otherwise, Axis-Shield Shares carrying, in aggregate, more than 50 per cent. of the voting rights then normally exercisable at general meetings of Axis-Shield. In this Condition:

(a) shares which have been unconditionally allotted but not issued before the Offer becomes or is declared unconditional as to acceptances, whether pursuant to the exercise of any outstanding subscription or conversion rights or otherwise, shall be deemed to carry the voting rights they will carry on being entered into the register of members of Axis-Shield;

(b) the expression "Axis-Shield Shares to which the Offer relates" shall be construed in accordance with sections 974 to 991 (inclusive) of the Companies Act 2006;

(c) Axis-Shield Shares that cease to be held in treasury before the Offer becomes or is declared unconditional as to acceptances are Axis-Shield Shares to which the Offer relates; and

(d) valid acceptances shall be treated as having been received in respect of any Axis-Shield Shares that the Alere Group shall, pursuant to section 979(8) and, if applicable, section 979(9) Companies Act 2006, be treated as having acquired or unconditionally contracted to acquire by virtue of acceptances of the Offer.

Satisfaction of condition

Alere AS Holdings is pleased to announce that the German Federal Cartel Office ("Bundeskartellamt") has unconditionally approved the Offer. Accordingly, the related condition to the Offer has been fulfilled.

Acceptance procedure

The following applies in relation to holders of Axis-Shield Shares listed on the Official List of the UKLA and admitted to trading on the main market of the London Stock Exchange ("Axis-Shield UK Shares"):

To accept the offer in respect of certificated Axis-Shield UK Shares, the UK Form of Acceptance should be completed, signed and returned as soon as possible and, in any event, so as to be received by Capita Registrars, Corporate Actions, The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU, United Kingdom by not later than 1.00 p.m. (London time) on 10 October 2011.

Acceptances in respect of uncertificated Axis-Shield UK Shares should be made electronically through CREST so that the TTE instruction settles by not later than 1.00 p.m. (London time) on 10 October 2011. If you are a CREST sponsored member you should refer to your CREST sponsor as only your CREST sponsor will be able to send the necessary TTE instruction to Euroclear.

The following applies in relation to holders of Axis-Shield Shares listed in Norway on the Oslo Bors and held as depositary receipts ("Axis-Shield Norwegian Shares"):

To accept the offer in respect of Axis-Shield Norwegian Shares, the Norwegian Form of Acceptance should be completed, signed and returned as soon as possible and, in any event, so as to be received by Nordea, Securities Services — Issuer Services, P.O. Box 1166 Sentrum, N-0107 Oslo, Norway (fax: +47 22 48 63 49) not later than 2.00 p.m. (Oslo time) on 10 October 2011.

Axis-Shield Shareholders who have not accepted the Offer are urged to do so as soon as possible and in any event by 1.00 p.m. (London time) (corresponding to 2.00 p.m. Oslo time) on 10 October 2011.

Interests in relevant securities

Save for the interests set out below, as at the date of this Announcement, neither Alere AS Holdings, nor any of the Alere AS Holdings Directors or any other member of the Alere Group, nor, so far as the Alere AS Holdings Directors are aware, any person acting in concert (within the meaning of the Code) with Alere AS Holdings for the purposes of the Offer, has any interest in, right to subscribe for, or has borrowed or lent any Axis-Shield Shares or securities convertible or exchangeable into Axis-Shield Shares (including pursuant to any long exposure, whether conditional or absolute, to changes in the prices of securities) or right to subscribe for or purchase the same or holds any options (including traded options) in respect of or has any right to acquire any Axis-Shield Shares or derivatives referenced to Axis-Shield Shares ("Axis-Shield Securities"), nor does any such person have any short position (whether conditional or absolute and whether in the money or otherwise) including any short position under a derivative, any agreement to sell or any delivery obligation or right to require another person to purchase or take delivery in relation to Axis-Shield Securities.

Alere AS Holdings, as at the date of this Announcement, holds 4,546,697 Axis-Shield Shares representing approximately 9.09 per cent. of the current issued share capital of Axis-Shield.

In addition to the above, as required by the Code, Alere AS Holdings confirms as follows:

(a) no acceptances of the Offer have been received from parties acting in concert (within the meaning of the Code) with Alere AS Holdings; and

(b) neither Alere AS Holdings, nor any person acting in concert (within the meaning of the Code) with Alere AS Holdings, has received any irrevocable commitments or letters of intent in respect of Axis-Shield Shares to accept the Offer.

General

Unless expressly defined in this Announcement, defined terms used in this Announcement shall have the same meanings as set out in the offer document posted to Axis-Shield Shareholders on 11 August 2011 (the "Offer Document").

A copy of this Announcement will be made available free of charge, subject to certain restrictions relating to persons resident in Australia, South Africa, Japan or any other Restricted Jurisdictions, on Alere's website at http://investor.alere.com/news--media/news---press-releases.aspx by no later than 12.00 noon (London time) on 19 September 2011 and will remain available during the course of the Offer.

Enquiries




Alere Inc. and Alere AS Holdings 

Tel: +1 (781) 647 3900

Jon Russell, Vice President, Finance


Doug Guarino, Spokesman, Press Office




Jefferies International Limited     

Tel: +44 (0)20 7029 8000

(Financial Adviser & Corporate Broker)


Ian Crosbie


Tariq Hussain


Julian Smith (Corporate Broking)




Citigate Dewe Rogerson  

Tel: +44 (0)20 7282 2945

(Public Relations Adviser)


Ginny Pulbrook


Jos Bieneman




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 made solely by the Offer Document which contains the full terms and conditions of the Offer, including details of how the Offer may be accepted. Please carefully read the Offer Document in its entirety before making a decision with respect to the Offer.

APPENDIX

SOURCES OF INFORMATION AND BASES OF CALCULATION

In this Announcement, unless otherwise stated or the context otherwise requires, the following bases and sources have been used:

  1. References to the existing issued share capital of Axis-Shield is based on 49,997,913 Axis-Shield Shares being in issue (as sourced from the Regulatory Information Service Rule 2.10 Announcement released by Axis-Shield on 15 July 2011).  
  2. References to Alere AS Holdings either owning or having received valid acceptances of the Offer in respect of approximately 10.09 per cent. of the current issued share capital of Axis-Shield are calculated by dividing the 5,045,451 Axis-Shield Shares that Alere AS Holdings either owns or has received valid acceptances of the Offer in respect of by 49,997,913 Axis-Shield Shares referred to in paragraph 1 of this Appendix.
  3. References to Alere AS Holdings having received valid acceptances of the Offer in respect of approximately 1.09 per cent. of the Axis-Shield Shares to which the Offer relates are calculated by dividing the 498,754 Axis-Shield Shares that Alere AS Holdings has received valid acceptances of the Offer in respect of by 45,451,216 Axis-Shield Shares (being the 49,997,913 Axis-Shield Shares referred to in paragraph 1 of this Appendix less the 4,546,697 Axis-Shield Shares held by Alere AS Holdings which are not Axis-Shield Shares "to which the Offer relates" and are therefore not counted towards satisfaction of the acceptance condition). 

Jefferies, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting as exclusive financial adviser to Alere and Alere AS Holdings and no one else in connection with the Offer and will not be responsible to anyone other than Alere and Alere AS Holdings for providing the protections afforded to clients of Jefferies or for providing advice in relation to the contents of this Announcement, in connection with the Offer or any other matter referred to herein or in the Offer Documents.

The Offer is for the securities of a corporation organised under the laws of Scotland and is subject to the procedure and disclosure requirements of the United Kingdom, which are different from those of the United States. The Offer is being made in the United States pursuant to Section 14(e) of, and Regulation 14E under, the US Securities Exchange Act of 1934, as amended (the "Exchange Act"), subject to the exemptions provided by Rule 14d-1(c) under the Exchange Act and otherwise in accordance with the requirements of the Code. Accordingly, the Offer is subject to disclosure and other procedural requirements, including with respect to withdrawal rights, the offer timetable, settlement procedures and timing of payments that are different from those applicable under US domestic tender offer procedures and laws.

It may be difficult for US holders of Axis-Shield Shares to enforce their rights and any claim arising out of the US federal securities laws, since Axis-Shield is located in a non-US jurisdiction, and some or all of its officers and directors may be residents of a non-US jurisdiction. US holders of Axis-Shield Shares may not be able to sue a non-US company or its officers or directors in a non-US court for violations of US securities laws. Further, it may be difficult to compel a non-US company and its affiliates to subject themselves to a US court's judgment.

The receipt of cash pursuant to the Offer by a holder of Axis-Shield Shares may be a taxable transaction for US federal income tax purposes and under applicable state and local income tax laws, as well as under foreign and other tax laws.  Each holder of Axis-Shield Shares is urged to consult his independent professional adviser immediately regarding the tax consequences of acceptance of the Offer.

In accordance with and subject to the applicable laws and regulatory requirements of the United Kingdom and pursuant to Rule 14e-5(b) of the Exchange Act, Alere and/or Alere AS Holdings and/or its or their nominees or brokers (acting as agents) may from time to time make purchases of, or arrangements to purchase, Axis-Shield Shares other than pursuant to the Offer. These purchases, or arrangements to purchase, may occur either in the open market at prevailing prices or in private transactions at negotiated prices and shall comply with applicable rules in the United Kingdom and applicable United States securities laws. In addition, in accordance with and subject to the applicable laws and regulatory requirements of the United Kingdom and the United States, the financial advisors to Alere and Alere AS Holdings, or their respective affiliates and separately identifiable departments, may make purchases of, or arrangements to purchase, Axis-Shield Shares outside of the Offer or engage in trading activities involving Axis-Shield Shares and various related derivative transactions in the normal course of their business. Any information about such purchases will be disclosed as required in the UK and will be available from the Regulatory News Service on the London Stock Exchange website, www.londonstockexchange.com . This information will also be publicly disclosed in the United States to the extent that such information is made public in the United Kingdom and in Norway as required by law or regulation.

This Announcement has been prepared for the purpose of complying with English law and the 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 of other jurisdictions outside the United Kingdom. The release, publication or distribution of this Announcement in certain jurisdictions may be restricted by law. Persons who are not resident in the United Kingdom or who are subject to other jurisdictions should inform themselves of, and observe, any applicable legal or regulatory requirements. Any failure to comply with the applicable requirements 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 proposed Offer disclaim any responsibility or liability for the violation of such restrictions by any person.

Neither the US Securities and Exchange Commission nor any securities commission of a state in the United States has: (a) approved or disapproved of the Offer; (b) passed upon the merits or fairness of the Offer; or (c) passed upon the adequacy or accuracy of the disclosure in this Announcement. Any representation to the contrary is a criminal offence in the United States.

The availability of the Offer to Axis-Shield Shareholders who are not resident in the United Kingdom may be affected by the laws of the relevant jurisdictions in which they are resident. Persons who are not resident in the United Kingdom should inform themselves of, and observe, any applicable requirements.

Unless otherwise determined by Alere AS Holdings, this Announcement and the Offer will not be made, directly or indirectly, in or into any jurisdiction where to do so would violate the laws in that jurisdiction (a "Restricted Jurisdiction") or by use of any means or instrumentality (including, without limitation, telex, facsimile transmission, telephone, internet or other forms of electronic communication) of interstate or foreign commerce, or of any facility of a national securities exchange of any Restricted Jurisdiction. Unless so determined by Alere AS Holdings, the Offer will not be capable of acceptance by any such use, means or instrumentality or facility of any Restricted Jurisdiction.

Copies of this Announcement will not be, and must not be, directly or indirectly, mailed or otherwise forwarded (including, without limitation, by telex, facsimile transmission, telephone, internet or other forms of electronic communication), distributed or sent in, into or from any Restricted Jurisdiction.

Alere AS Holdings reserves the right to elect, with the consent of the Panel (where necessary), to implement the acquisition of Axis-Shield by way of a court-approved scheme of arrangement in accordance with Part 26 of the Companies Act 2006. In such event, the acquisition will be implemented on substantially the same terms, subject to appropriate amendments, as those which would apply to the Offer.Dealing Disclosure Requirements of the Code

Under Rule 8.3(a) of the Code, any person who is interested in 1 per cent. 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 per cent. 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 of the Code).

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 http://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 Alere website

A copy of this Announcement and the Offer Document is and will be available free of charge, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, for inspection on Alere's website at www.alere.com during the course of the Offer.

SOURCE Alere Inc.



RELATED LINKS

http://www.alere.com