25 July 2008
Recommended cash offer for
Acambis plc
by Sanofi Pasteur Holding
Summary
• Sanofi Pasteur Holding (“Sanofi Pasteur”) and Acambis plc (“Acambis”) are pleased to announce
that they have reached agreement on the terms of a recommended cash offer for the entire issued
and to be issued share capital of Acambis by Sanofi Pasteur.
• Under the terms of the Proposals, each Shareholder will receive 190 pence in cash for each Share
held at the Scheme Record Time.
• The Offer Price represents:
- a premium of 65.2 per cent. to Acambis’ share price of 115 pence at the close of business on 24
July 2008, the last Business Day prior to the date of this announcement;
- a premium of 65.2 per cent. to 115 pence, the average of Acambis’ closing share prices over the
last 60 trading days prior to the date of this announcement; and
- a premium of 65.2 per cent. to the price of 115 pence for the Placing and Open Offer.
• The Proposals value Acambis’ existing issued share capital at approximately £276 million.
• It is intended that the proposed Acquisition will be implemented by way of a Court sanctioned scheme
of arrangement under Part 26 of the 2006 Act.
• Sanofi-aventis has received irrevocable undertakings to vote in favour of the Scheme at the Court
Meeting and General Meeting and the other resolutions necessary to facilitate the implementation of
the Scheme from the directors of Acambis who hold Shares in respect of their entire holdings of
Shares amounting, in aggregate, to 132,571 Shares representing approximately 0.09 per cent. of the
existing issued share capital of Acambis.
• In addition, sanofi-aventis has received irrevocable undertakings to vote in favour of the Scheme at
the Court Meeting and General Meeting and the other resolutions necessary to facilitate the
implementation of the Scheme from Invesco Asset Management Limited and Goldman Sachs
International in respect of their entire holdings of Shares amounting, in aggregate, to 61,127,789
Shares representing approximately 42.01 per cent. of the existing issued share capital of Acambis.
• The directors of Acambis, who have been so advised by Goldman Sachs International,
consider the terms of the Proposals to be fair and reasonable. In providing its financial
advice, Goldman Sachs International has taken into account the commercial assessments of
the directors of Acambis. Accordingly, the directors of Acambis intend unanimously to
recommend to Shareholders to vote in favour of the Scheme at the Court Meeting and General
Meeting and the other resolutions necessary for the implementation of the Scheme as they
have irrevocably undertaken to do in respect of their own Shares (representing, in aggregate,
approximately 0.09 per cent. of the existing issued share capital of Acambis).
• It is expected that the Scheme Document will be posted to Shareholders in early August 2008 and
that the Scheme will become effective by the end of September 2008, subject to satisfaction of the
Conditions set out in Appendix 1 of this announcement. |
