Offer Update - Extended Indefinitely

 

TIDMCBF 
 
RNS Number : 1054I 
Recipharm AB 
04 March 2010 
 

4 March 2010 
 
THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN 
PART, IN, INTO OR FROM THE UNITED STATES, CANADA, AUSTRALIA, THE REPUBLIC OF 
SOUTH AFRICA OR JAPAN OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE 
A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION. 
 
FOR IMMEDIATE RELEASE 
 
 
RECOMMENDED MANDATORY CASH OFFER UNDER RULE 9 OF THE CITY CODE TO ACQUIRE 
ORDINARY SHARES IN COBRA BIO-MANUFACTURING PLC MADE BY ACORN CORPORATE FINANCE 
LIMITED ON BEHALF OF RECIPHARM AB 
 
OFFER UPDATE - OFFER EXTENDED INDEFINITELY AND LEVEL OF ACCEPTANCES 
 
Further to the announcement made by Recipharm AB ("Recipharm") on 17 February 
2010 that its recommended mandatory cash offer for the entire issued and to be 
issued share capital of Cobra Bio-manufacturing Plc ("Cobra") had been declared 
wholly unconditional on 3 February 2010 and that the Offer had been extended to 
1.00 p.m. (London Time) on 5 March 2010; Recipharm today announces that the 
Offer has been extended indefinitely.  At least 14 days notice will be given in 
writing, to those Cobra Shareholders who have not then accepted, before the 
Offer is closed. 
 
Cobra Shareholders should note that an application has been made by Cobra to the 
London Stock Exchange for the cancellation of admission to trading on AIM of 
Cobra Shares.  This cancellation will take effect from 7.00am on 5 March 2010. 
Accordingly today is the last day of dealings in Cobra Shares. 
 
The cancellation of the admission to trading of Cobra Shares on AIM will 
significantly reduce the liquidity and marketability of any Cobra Shares held by 
persons who have not accepted the Offer at that time and Cobra Shareholders 
should be aware that there will be no future market for a Cobra Shareholder to 
realise their investment in Cobra which is now under the control of Recipharm. 
 
Following the delisting and the cancellation of admission to trading of Cobra 
Shares on AIM,  Cobra will be re-registered as a private limited company under 
the provisions of sections 97 to 101 of the Companies Act 2006. 
 
Since Recipharm now holds some 92.66 per cent of  the issued share capital of 
Cobra, which is shortly to have its AIM trading facility cancelled and is in due 
course to be re-registered as a private limited company, Recipharm encourages 
Cobra Shareholders who have not already done so, to follow the recommendation of 
the Cobra Directors in accepting the Offer. 
 
The Offer Document in relation to the recommended mandatory cash offer made  by 
Acorn Corporate Finance on behalf Recipharm for Cobra was posted to Cobra 
Shareholders on 13 January 2010. 
 
Level of acceptances and ownership 
 
At the time the Offer Document was posted, Recipharm held 19,450,000 Cobra 
Shares representing approximately 43.87 per cent of the issued share capital of 
Cobra.  In addition, it had obtained irrevocable undertakings to accept, or to 
procure the acceptance of, the Offer from certain Cobra  Directors in respect of 
969,000 Cobra Shares being approximately 2.19 per cent. of Cobra's issued share 
capital ("Committed Shares").  In respect of the Committed Shares, as at 1.00 
p.m. (London time) on 4 March 2010, valid acceptances had been received in 
respect of 969,000 Cobra Shares for the Offer being approximately 2.19 per cent. 
of the issued share capital of Cobra . 
 
In total, as at 1:00 p.m. (London time) on 4 March 2010, valid acceptances of 
the Offer had been received in respect of 21,638,719 Cobra Shares, representing 
approximately 48.80 per cent. of the issued share capital of Cobra.  Therefore, 
taking into account the 19,450,000 Cobra Shares acquired by Recipharm on 16 
December 2009, as at 1:00 pm (London time) on 4 March 2010, Recipharm either 
owned or had received valid acceptances in respect of 41,088,719 Cobra Shares, 
representing approximately 92.66 per cent. of the entire issued share capital of 
Cobra. 
 
Save as disclosed in this announcement neither Recipharm nor, so far as 
Recipharm is aware, any person acting or deemed to be acting in concert with 
Recipharm has any interest in any Cobra Shares (to which the Offer relates) or 
in any securities convertible into or exchangeable into Cobra Shares or has any 
rights to subscribe for Cobra Shares or holds any short position in relation to 
Cobra Shares (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, or has borrowed or on lent any Cobra Shares. 
 
The total number of Cobra Shares to which the Offer relates (and may therefore 
be counted by Recipharm towards the satisfaction of its acceptance condition) is 
24,889,170 
 
Recipharm also holds GBP180,000 of Convertible Loan Notes, which carry the 
right, in aggregate, to covert into 18,000,000 Ordinary Shares.  Therefore, if 
Recipharm were to convert these Convertible Loan Notes, its holding, including 
those Cobra Shares already held and those Cobra Shares for which valid 
acceptances have been received, would be 59,088,719 Cobra Shares representing 
some 94.79 per cent. of the then issued share capital of Cobra. 
 
Procedure for acceptance 
 
To accept the Offer in respect of Cobra Shares held in certificated form, Cobra 
Shareholders should complete, sign and return the Form of Acceptance, which 
accompanied the Offer Document together with their share certificate(s), in 
accordance with the instructions contained therein and set out in the Offer 
Document, as soon as possible. 
 
To accept the Offer for Cobra Shares held in CREST, Cobra Shareholders should 
follow the procedure for electronic acceptance through CREST in accordance with 
the instructions set out in the Offer Document so that the TTE Instruction 
settles as soon as possible. 
Copies of the Offer Document, the Form of Acceptance and any information 
incorporated into it by reference to another source, are available by writing to 
Capita Registrars, Corporate Actions, The Registry, 34 Beckenham Road, 
Beckenham, Kent, BR3 4TU or calling on 0871 664 0321 or if calling from outside 
the UK, on [phone] between 9.00am and 5.00pm (London time) Monday to 
Friday (except UK public holidays). while the Offer remains open for acceptance. 
Calls to the 0871 664 0321 number are charged at 10 pence per minute (including 
VAT) plus any of your service providers network extra charges.  Capita 
Registrars cannot provide advice on the merits of the Offer nor give any 
financial, legal or tax advice. 
 
 
Settlement of consideration 
 
Settlement of consideration due under the Offer in respect of acceptances which 
have been received and are valid and complete in all respects will, in the case 
of certificated holders be dispatched by first class post (or by such other 
method as approved by the Panel) and in the case of uncertificated holders by 
crediting their CREST accounts, will be made within 14 days of the receipt of 
such acceptances. 
 
Compulsory acquisition 
 
As described in the Offer Document, once Recipharm receives valid acceptances 
under the Offer in respect of, or otherwise acquires, 90 per cent. or more of 
Cobra Shares to which the Offer relates, and 90 per cent. or more of the voting 
rights attaching to Cobra's issued share capital, Recipharm intends to exercise 
its rights pursuant to Sections 974 to 991(inclusive) of the Companies Act 2006, 
to acquire compulsorily the remaining Cobra Shares for which it has not received 
 valid acceptances of the Offer or otherwise acquired. 
 
 
Terms defined in the Offer Document have the same meaning in this announcement. 
 
Acorn Corporate Finance Limited, which is authorised and regulated in the United 
Kingdom by the Financial Services Authority, is acting exclusively for Recipharm 
and no-one else in connection with the Offer and will not be responsible to 
anyone other than Recipharm for providing the protections afforded to clients of 
Acorn Corporate Finance  Limited nor for providing advice in relation to the 
Offer, the content of this announcement, or any transaction, arrangement or 
matter referenced herein. 
 
Seymour Pierce Limited, which is authorised and regulated in the United Kingdom 
by the Financial Services Authority, is acting exclusively for Cobra and no-one 
else in connection with the Offer and will not be responsible to anyone other 
than Cobra for providing the protections afforded to clients of Seymour Pierce 
Limited nor for providing advice in relation to the Offer, the content of this 
announcement, or any transaction, arrangement or matter referenced herein. 
 
Copies of the Offer Document, the Form of Acceptance and other documents on 
display for the purposes of the Offer are available for inspection during normal 
business hours on any business day at the offices of Cobbetts LLP, 70 Grays Inn 
Road, London, WC1X 8BT, throughout the period during which the Offer remains 
open for acceptance. 
 
This announcement is not intended to and does not constitute, or form any part 
of, an offer to sell or the solicitation of an offer to subscribe for or buy any 
securities, nor shall there be any sale, issue or transfer of the securities 
referred to in this announcement in any jurisdiction in contravention of any 
applicable law. The Offer is made solely by means of the Offer Document and, in 
the case of certificated Cobra Shares, the Form of Acceptance accompanying the 
Offer Document. 
 
The Offer will not be made directly or indirectly in or into the United States, 
Canada, Australia, the Republic of South Africa or Japan. Accordingly, copies of 
this announcement are not being, and must not be, mailed or otherwise 
distributed or sent in or into or from the United States, Canada, Australia, the 
Republic of South Africa or Japan. The availability of the Offer to persons 
outside the United Kingdom may be affected by the laws of other jurisdictions. 
Such persons should inform themselves about and observe any applicable 
requirements of those jurisdictions. 
 
The Offer Document is available on Recipharm's website www.recipharm.com and on 
Cobra's website at www.cobrabio.com. and will continue to be made available on 
these websites free of charge whilst the Offer remains open for acceptance. 
 
Dealing Disclosure Requirements 
 
Under the provisions of Rule 8.3 of the City Code, if any person is, or becomes, 
"interested" (directly or indirectly) in 1 per cent. or more of any class of 
"relevant securities" of Cobra, all " dealings" in any "relevant securities" of 
Cobra (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 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 Cobra, 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 City Code, all "dealings" in "relevant 
securities" of Cobra by Recipharm, 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 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 City 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. 
 
 
Enquiries: 
 
 
+--------------------------------------+--------------------------+ 
| COBRA BIO-MANUFACTURING PLC          | Telephone: [phone]  | 
| Danny Chapchal, Chairman             | 714 181                  | 
| Simon Saxby, Chief Executive         |                          | 
| Peter Coleman, CFO and Company       |                          | 
| Secretary                            |                          | 
+--------------------------------------+--------------------------+ 
|                                      |                          | 
+--------------------------------------+--------------------------+ 
| RECIPHARM AB                         | Telephone: +46 (0) 8     | 
|                                      | 6025313                  | 
+--------------------------------------+--------------------------+ 
| Carl-Johan Spak, Vice President      |                          | 
|                                      |                          | 
+--------------------------------------+--------------------------+ 
| Seymour Pierce LIMITED               | Telephone: +44 (0) 207   | 
| (Financial Adviser, Nominated        | 107 8000                 | 
| Adviser and Broker to Cobra)         |                          | 
| Chris Howard                         |                          | 
| Christopher Wren                     |                          | 
|                                      |                          | 
+--------------------------------------+--------------------------+ 
| ACORN CAPITAL PARTNERS               | Telephone : +44(0) 870   | 
| (Financial Adviser to Recipharm)     | 122 5432                 | 
+--------------------------------------+--------------------------+ 
| Harry Dutson                         |                          | 
|                                      |                          | 
+--------------------------------------+--------------------------+ 
| BUCHANAN COMMUNICATIONS              | Telephone: +44 (0) 207   | 
| Tim Anderson                         | 466 5000                 | 
+--------------------------------------+--------------------------+ 
 
The Directors of Cobra accept responsibility for the information contained in 
this announcement relating to Cobra, the Cobra Directors and members of their 
immediate families, related trusts and persons connected with them. To the best 
of the knowledge and belief of the Directors of Cobra (who have taken all 
reasonable care to ensure that such is the case) the information contained in 
this announcement for which they are responsible is in accordance with the facts 
and does not omit anything likely to impact the import of this announcement. 
 
The Directors of Recipharm accept responsibility for the information contained 
in this announcement other than relating to Cobra, the Cobra Directors and 
members of their immediate families, related trusts and persons connected with 
them. To the best of the knowledge and belief of the Directors of Recipharm (who 
have taken all reasonable care to ensure that such is the case), the information 
contained in this announcement for which they are responsible is in accordance 
with the facts and does not omit anything likely to affect the import of such 
information. 
 
 
 
This information is provided by RNS 
            The company news service from the London Stock Exchange 
   END 
 
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