3 Apr 2009 11:04
Tepnel Life Sciences plc
3 April 2009
For Immediate Release
Recommended acquisition
of
Tepnel Life Sciences plc ("Tepnel")
by
Gen-Probe Incorporated ("Gen-Probe")
to be effected by means of a scheme of arrangement under Part 26 of the Companies Act 2006
Result of First Court Hearing (to sanction the Scheme)
The Tepnel Board is pleased to announce that the High Court of Justice in England and Wales has today sanctioned the Scheme by which the Acquisition of Tepnel by Gen-Probe is being implemented.
In order for the Scheme to become effective in accordance with its terms, the Court will now need to confirm the associated Reduction at the Second Court Hearing which is expected to take place on 7 April 2009. Subject to the Scheme receiving the confirmation of the Court on that date, the Effective Date of the Scheme is expected to be 8 April 2009.
It is also expected that the listing of and dealings in Tepnel Shares will be suspended with effect from 7.00 a.m. on 7 April 2009 and that the listing of Tepnel Shares on AIM will be cancelled with effect from 7.00 a.m. on 8 April 2009. The consideration due to Scheme Shareholders will be sent no later than 14 days after the Effective Date.
Any capitalised term used but not defined in this announcement has the same meaning as is given to it in the Scheme document sent to Shareholders on 21 February 2009.
For further information:
Tepnel Life Sciences plc
Ben Matzilevich, Chief Executive Officer
Michael Slater, Group Finance Director
Carol Smith, Group Marketing Communications Manager
Tel: 0161 946 2200
Capital MS&L
Mary Clark or Joanna Whineray
Tel: +44 20 7307 5330
Seymour Pierce Limited
Mark Percy
Tom Sheldon
Christopher Wren
Tel: +44 20 7107 8000
Seymour Pierce, which is authorised and regulated by the Financial Services Authority, is acting exclusively for Tepnel and no one else in connection with the Offer and will not be responsible to anyone other than Tepnel for providing the protections afforded to clients of Seymour Pierce or for providing advice in connection with the Offer or any matter referred to herein.
Merrill Lynch is acting for Gen-Probe in connection with the Offer and no one else and will not be responsible to anyone other than Gen-Probe for providing the protections afforded to clients of Merrill Lynch or for providing advice in relation to the Offer, or any matter referred to herein.
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 Tepnel, all "dealings" in any "relevant securities" of Tepnel (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 p.m. (London time) on the Business Day following the date of the relevant transaction. This requirement will continue until the date on which the Scheme becomes effective or lapses 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 Tepnel, 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 Tepnel by Gen-Probe or Tepnel, or by any of their respective "associates", must be disclosed by no later than 12.00 noon (London time) on the 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 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, please contact an independent financial adviser authorised under the Financial Services and Markets Act 2000, consult the Panel's website at www.thetakeoverpanel.org.uk or contact the Panel on telephone number +44 (0) 20 7638 0129; fax +44 (0) 20 7236 7013.