Cambridge Antibody Technology Announces The Share Exchange Ratio For Its Offer To Acquire All Of The Outstanding Common Shares Of Drug Royalty Corporation And That It Will Pay The Top Up Amount And The Additional Top Up Amount entirely In Cambridge Antibody Technology Shares
In connection with the outstanding offer to acquire all of the common shares of Drug Royalty Corporation Inc. (TSE:DRI - news) by Cambridge Antibody Technology Group plc (``CAT'') (LSE: CAT; NASDAQ: CATG) through its wholly-owned subsidiary 3982904 Canada Inc. (the ``Offeror''), the Offeror hereby announces the determination this afternoon of the CAT Share Exchange Ratio as required by the terms of the Offer. The Offeror further announces that it will pay the Top Up Amount and the Additional Top Up Amount entirely in CAT Shares (or CAT ADSs, if the CAT ADS Option is chosen) and that the Maximum Share Condition in the Offer has therefore been fulfilled.
The CAT Share Exchange Ratio was determined to be 0.095. Taking into account the Top Up Amount and the Additional Top Up Amount, DRC Shareholders will therefore be entitled to receive 0.095 CAT Shares (or CAT ADSs, if the CAT ADS Option is chosen) for each DRC Share tendered to the Offer. Based on today's closing CAT Share price on the London Stock Exchange and on today's pound sterling/Canadian dollar noon exchange rate, as reported by the Bank of Canada, the Offer is equal to C$3.10 per DRC Share. The Offer remains open for acceptance by DRC Shareholders until 9:00 p.m. (EST) on Tuesday March 12, 2002.
CAT and the Offeror have elected not to deliver to DRC an amended Offer in response to DRC's proposed agreement with Inwest Investment Ltd.
The CAT Share Exchange Ratio, Top Up Amount and Additional Top Up Amounts were calculated in accordance with the terms of the Offer contained in the take-over bid circular dated February 1, 2002 (the ``Circular''). The terms ``Additional Top Up Amount'', ``CAT ADS'', ``CAT ADS Option'', ``CAT Share'', ``CAT Share Exchange Ratio'', ``DRC Share'', ``Maximum Share Condition'', ``Offer'' and ``Top Up Amount'' used in this press release shall have the meaning ascribed thereto in the Circular.
This announcement is being made pursuant to section 1 of the Offer....
TORONTO, ONTARIO--Drug Royalty Corporation Inc. (TSE:DRI - news) today announced it has received an unsolicited offer (the ``Offer'') from a wholly-owned subsidiary of Inwest Investments Ltd., a private Vancouver-based holding company, for all of the shares of Drug Royalty.
Under the terms of the offer, Inwest would offer Drug Royalty shareholders C$3.05 per share in cash, valuing the Company at C$133 million assuming the exercise of all stock options. The Board of Directors of Drug Royalty, in consultation with its financial advisors HSBC Securities (Canada) Inc., has reviewed the Inwest Offer and considers that it is superior to the Cambridge Antibody Technology (``CAT'') offer under the terms of the support agreement between CAT and Drug Royalty. The Inwest Offer has been forwarded to CAT for their consideration. CAT has three business days in which to amend its offer by offering at least equivalent financial value to that of the Inwest Offer. If CAT agrees to amend its offer, CAT and Drug Royalty will enter into an amended support agreement relating to CAT's amended offer. If CAT elects not to amend its offer, Drug Royalty will be entitled to enter into a support agreement with Inwest relating to the Inwest Offer.
Drug Royalty entered into a support agreement with CAT on January 17, 2002. The CAT offer was subsequently mailed to Drug Royalty shareholders, whereby CAT offered shares of CAT in exchange for shares of Drug Royalty. The final exchange ratio, which sets the number of CAT shares to be issued, is expected to be announced on March 8, 2002. CAT must also indicate on March 8, 2002, whether they intend to proceed with their offer.
The Inwest Offer would be subject to normal and customary conditions and the signing of lock-up agreements with shareholders of Drug Royalty holding in aggregate not less than 30% of the fully diluted shares of Drug Royalty. The Offer would be subject to 66 2/3% of shares being tendered into the bid and any necessary regulatory approvals being obtained. The Inwest Offer would be by way of a take-over bid and would be open for a minimum of 35 days from the date of the mailing of the offering documents.
About Inwest Investments Ltd.
Inwest Investments is a private holding company. It owns substantial real estate assets in Canada and recently sold its controlling interest in Future Shop Ltd. |
