Offer Update

 

TIDMGTX 
 
RNS Number : 3110F 
Danaher Corporation 
10 January 2010 
 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR 
FROM ANY RESTRICTED JURISDICTION (INCLUDING AUSTRALIA, CANADA AND JAPAN) OR ANY 
OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT 
LAWS OF SUCH JURISDICTION 
 
 
11 January 2010 
 
 
 
 
RECOMMENDED ALL CASH OFFER ("Offer") 
by LAUNCHCHANGE LIMITED ("Launchchange") 
a wholly-owned subsidiary of DANAHER CORPORATION ("Danaher") 
for 
GENETIX GROUP PLC ("Genetix") 
 
 
ANNOUNCEMENT REGARDING OFFER BEING DECLARED WHOLLY UNCONDITIONAL, LEVEL OF 
ACCEPTANCES, COMMENCEMENT OF THE COMPULSORY ACQUISITION PROCEDURE AND 
APPLICATION FOR DELISTING AND CANCELLATION OF TRADING OF GENETIX SHARES 
 
 
Offer wholly unconditional 
Launchchange announces that the Offer on behalf of Danaher for Genetix is now 
wholly unconditional. 
Level of acceptances 
As at 1.00 p.m. on 8 January 2010, Launchchange had received acceptances of the 
Offer in respect of 60,116,000 Genetix Shares representing approximately 83 per 
cent. of the issued share capital of Genetix to which the Offer relates. As set 
out in the Offer Document dated 18 December 2009, 8 January 2010 was the first 
closing date of the recommended cash offer for Genetix. 
 
 
Prior to the announcement of the Offer on 18 December 2009, Launchchange had 
received irrevocable undertakings to accept (or procure the acceptance of) the 
Offer from Genetix Directors in respect of their own beneficial holdings of, in 
aggregate, 22,894,335 Genetix Shares, representing approximately 32 per cent. of 
the issued share capital of Genetix to which the Offer relates. 
 
 
Launchchange had also received irrevocable undertakings to accept (or procure 
the acceptance of) the Offer from certain other individual Genetix Shareholders 
(not being Genetix Directors) in respect of their respective entire beneficial 
holdings of, in aggregate, 29,854,161 Genetix Shares, representing approximately 
41 per cent. of Genetix's issued share capital to which the Offer relates. 
 
 
Further, Liontrust Asset Management plc had irrevocably undertaken to accept the 
Offer in respect of, in aggregate, 3,568,416 Genetix Shares, representing 
approximately 5 per cent. of the current issued share capital of Genetix to 
which the Offer relates and Schroder Investment Management Ltd had entered into 
a letter indicating its intent to accept the Offer in respect of, in aggregate, 
3,675,724 Genetix Shares, representing approximately 5 per cent. of the issued 
share capital of Genetix to which the Offer relates. 
Launchchange has acquired, by on-market purchases, 10,077,960 Genetix Shares, 
representing approximately 14 per cent of the current issued share capital of 
Genetix to which the Offer relates. These on-market purchases were disclosed in 
separate announcements pursuant to Rule 8.1 of the City Code on 18 December 2009 
and 21 December 2009. 
Accordingly, as at 1.00 p.m. on 8 January 2010, Launchchange owned or had 
received acceptances in respect of a total of 70,193,960 Genetix Shares 
representing approximately 97 per cent. of the issued share capital of Genetix 
to which the Offer relates. 
Save as disclosed in this announcement or in the Offer Document, neither 
Launchchange nor Danaher, nor any persons acting or deemed to be acting in 
concert with Launchchange or Danaher, held any Genetix Shares (or rights over 
any Genetix Shares) since the commencement of  the Offer Period. 
Commencement of the compulsory acquisition procedure 
Launchchange announces that compulsory acquisition notices under section 979 of 
the Companies Act 2006 ("Notices") were despatched today to the holders of 
Genetix Shares who have not yet validly accepted the Offer ("Non-Assenting 
Genetix Shareholders") setting out Launchchange's intention to acquire 
compulsorily all outstanding Genetix Shares on the same terms as originally 
available under the Offer. 
Unless Non-Assenting Genetix Shareholders apply to court and the court orders 
otherwise, on the expiry of six weeks from the date of the Notices, being 
22 February 2010, the Genetix Shares held by Non-Assenting Genetix Shareholders 
who have not accepted the offer by 21 February 2010 will be acquired 
compulsorily by Launchchange under the terms of the Offer and such Non-Assenting 
Genetix Shareholders will be entitled to 85 pence in cash for each Genetix Share 
such Non-Assenting Genetix Shareholders hold on that date. 
Application for delisting and cancellation of trading of shares 
As foreshadowed in paragraph 13 of Part 2 of the Offer Document, Launchchange 
announces that it has today requested that Genetix applies for the cancellation 
of the listing of Genetix Shares on the Official List and to the London Stock 
Exchange for the cancellation of admission to trading of Genetix Shares on AIM 
("Delisting and Cancellation"). 
A notice period of not less than 20 Business Days prior to Delisting and 
Cancellation will commence on 12 January 2010, being the next Business Day after 
the date of this Announcement. It is intended that Delisting and Cancellation 
will take effect on or shortly after 8.00 a.m. on 9 February 2010. 
Following Delisting and Cancellation, Genetix Shares will have significantly 
reduced liquidity and marketability and Launchchange intends to procure that 
Genetix re-registers from a public limited company to a private limited company. 
 
 
Acceptance procedure 
 
 
The Offer remains open until further notice. 
 
 
Genetix Shareholders who have not accepted the Offer are encouraged to do so as 
soon as possible. Genetix Shareholders who have already accepted the Offer need 
take no further action. 
 
 
To accept the Offer in respect of Genetix Shares held in certificated form (that 
is, not in CREST), Genetix Shareholders should complete, sign and return the 
Form of Acceptance, which accompanied the Offer Document, together with their 
valid share certificate(s) and/or other document(s) of title, in accordance with 
the instructions contained therein and set out in the Offer Document, as soon as 
possible, and in any event, so as to be received by post or by hand (during 
normal business hours only) by Capita Registrars, Corporate Actions, The 
Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU by no later 
than 21 February 2010. 
 
 
To accept the Offer in respect of Genetix Shares held in uncertificated form 
(that is, in CREST), Genetix Shareholders should read paragraph 15(b) of Part 2 
of the Offer Document (but disregarding for these purposes any deadline for the 
electronic acceptance set out therein) and ensure an electronic acceptance is 
made by you or on your behalf and settlement is no later than 21 February 2010. 
 
 
As set out above, if Non-Assenting Genetix Shareholders do not accept the Offer 
by 21 February 2010, the Genetix Shares held by Non-Assenting Genetix 
Shareholders will be acquired compulsorily by Launchchange under the terms of 
the Offer. 
 
 
If Genetix Shareholders require assistance with accepting the Offer, or have 
lost their Form of Acceptance and wish to request a replacement, please 
telephone Capita on 0871 664 0321, or if calling from overseas, [phone] 
3399*. 
 
 
Settlement 
 
 
Except as provided in paragraph 5 of Part B of Appendix 1 to the Offer Document 
in the case of Genetix Shareholders who are not resident in the UK or the United 
States, settlement of the consideration to which Genetix Shareholders are 
entitled under the Offer will be despatched to validly accepting Genetix 
Shareholders: (i) in the case of acceptances received, valid and complete in all 
respects, as at 1.00 p.m. today, within 14 days of today's date; or (ii) in the 
case of acceptances received, valid and complete in all respects, after 1.00 
p.m. today but while the Offer remains open for acceptance, within 14 days of 
such receipt, and in either case in the manner otherwise described in paragraph 
15 of Part 2 of the Offer Document. 
 
 
Terms defined in the Offer Document have the same meanings in this announcement. 
 
 
All references to time in this announcement are to London Time. 
 
 
*Calls to 0871 664 0321 cost 10 pence per minute from a BT landline. Other 
network providers' costs may vary.  Lines are open 9.00 a.m. to 5.00 p.m. Monday 
to Friday (except UK public holidays). Calls to the helpline from outside the UK 
will be charged at the applicable international rate. Different charges may 
apply to calls from mobile telephones and calls may be recorded and randomly 
monitored for security and training purposes. The helpline cannot provide advice 
on the merits of the offer nor give any financial, legal or tax advice. 
 
 
Enquiries 
 
 
+-----------------------------------+------------------------------------+ 
| Danaher                           | Tel. [phone]               | 
| (Investor & Media Relations)      |                                    | 
| Matt McGrew                       |                                    | 
|                                   |                                    | 
+-----------------------------------+------------------------------------+ 
| UBS Investment Bank               | Tel. [phone]              | 
| (Financial adviser to Danaher)    | Tel. [phone]              | 
| Liam Beere                        | Tel. [phone]              | 
| Thomas Onions                     |                                    | 
| Ewan Davis                        |                                    | 
|                                   |                                    | 
+-----------------------------------+------------------------------------+ 
| Financial Dynamics                | Tel. + 44 207 269 7205             | 
| (Genetix Investor & Media         | Tel. + 44 207 269 7169             | 
| Relations)                        |                                    | 
| Jonathan Birt                     |                                    | 
| Susan Quigley                     |                                    | 
|                                   |                                    | 
+-----------------------------------+------------------------------------+ 
| Piper Jaffray                     | Tel: + 44 203 142 8700             | 
| (Financial adviser to Genetix)    | Tel: + 44 203 142 8700             | 
| Neil Mackison                     | Tel: + 44 203 142 8700             | 
| Tom Rider                         |                                    | 
| Graeme Smethurst                  |                                    | 
+-----------------------------------+------------------------------------+ 
 
 
 
 
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 
Documentation which contains the full terms and conditions of the Offer, 
including details of how the Offer may be accepted.  Please carefully read the 
Offer Documentation in its entirety before making a decision with respect to the 
Offer. 
In accordance with, and to the extent permitted by, applicable law, the Code and 
normal UK market practice, Launchchange or its nominees or brokers (acting as 
agents) or their respective affiliates may make, from time to time, certain 
purchases of, or arrangements to purchase, Genetix Shares, other than pursuant 
to the Offer, before or during the period in which the Offer remains open for 
acceptance. 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 all applicable laws of the United Kingdom, including the 
Code and the rules of the London Stock Exchange, and all applicable United 
States securities laws. In addition, in accordance with, and to the extent 
permitted by, normal UK market practice, all applicable laws of the United 
Kingdom, including the Code and the rules of the London Stock Exchange, and all 
applicable United States securities laws, UBS or its affiliates or separately 
identifiable departments will continue to act as exempt principal traders in 
Genetix Shares on the London Stock Exchange and may make purchases of, or 
arrangements to purchase, Genetix Shares other than pursuant to the Offer and 
engage in other purchasing or trading activities involving Genetix Shares and 
various related derivative transactions in the normal course of their business. 
Any information about such purchases will be disclosed on a next Business Day 
basis to the Panel and will be available from any Regulatory Information Service 
including the Regulatory News Service on the London Stock Exchange website, 
www.londonstockexchange.com. To the extent that such information is made public 
in the United Kingdom, this information will also be publicly disclosed in the 
United States. 
UBS is acting exclusively for Danaher and no one else in connection with the 
Offer and will not be responsible to anyone other than Danaher for providing the 
protections afforded to clients of UBS or for providing advice in relation to 
the Offer, the contents of this announcement or any offer or arrangements 
referred to in this announcement or in the Offer Documentation. 
Piper Jaffray, which is authorised and regulated in the United Kingdom by the 
Financial Services Authority, is acting exclusively for Genetix and no one else 
in connection with the Offer and will not be responsible to anyone other than 
Genetix for providing the protections afforded to the customers of Piper Jaffray 
or for providing advice in relation to the Offer, the contents of this 
announcement or any offer or arrangements referred to in this announcement or in 
the Offer Documentation. 
The Offer shall be made solely by Launchchange and neither UBS nor any of its 
affiliates are making the Offer. 
The Offer is for the securities of a corporation organised under the laws of 
England and Wales 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 all applicable United 
States' securities laws 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 United States domestic tender offer procedures and laws. 
The distribution of this document in jurisdictions other than the United Kingdom 
or the United States may be restricted by the laws of those jurisdictions and 
therefore persons into whose possession this document comes should inform 
themselves about and observe any such restrictions. Failure to comply with any 
such restrictions 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 Offer disclaim any responsibility or liability for the violation 
of such restrictions by any person. 
Unless otherwise determined by Launchchange, the Offer is not being, and will 
not be, made, directly or indirectly, in or into or by the use of the mails of, 
or by any other means (including, without limitation, electronic mail, facsimile 
transmission, telex, telephone, internet or other forms of electronic 
communication) of interstate or foreign commerce of, or any facility of a 
national securities exchange of any Restricted Jurisdiction and will not be 
capable of acceptance by any such use, means or facility or from within any such 
Restricted Jurisdiction. Accordingly, unless otherwise determined by 
Launchchange, copies of this announcement and any documentation relating to the 
Offer are not being, and must not be, directly or indirectly, mailed or 
otherwise forwarded, distributed or sent in or into or from any Restricted 
Jurisdiction and persons receiving such documents (including custodians, 
nominees and trustees) must not mail or otherwise forward, distribute or send 
any such documents in or into or from any such Restricted Jurisdiction, as doing 
so may invalidate any purported acceptance of the Offer. Any person (including, 
without limitation, custodians, nominees and trustees) who would, or otherwise 
intends to, or who may have a contractual or legal obligation to, forward this 
announcement and/or the Offer Documentation and/or any other related document to 
any jurisdiction outside the United Kingdom or the United States should inform 
themselves of, and observe, any applicable legal or regulatory requirements of 
any relevant jurisdiction. Neither the SEC nor any US state securities 
commission has approved or disapproved the Offer or passed upon the adequacy or 
completeness of this document or the Offer Documentation. Any representation to 
the contrary is unlawful in the United States. 
This announcement has been prepared for the purposes 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 and regulations of any jurisdiction outside of England. 
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 Genetix, all "dealings" in any "relevant securities" of 
that company (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 on the Business Day following the date of the relevant 
transaction. This requirement will continue until the date on which the Offer 
becomes, or is declared, 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 Genetix, 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 Genetix by Danaher or Genetix, or by any of their respective 
"associates", must be disclosed by no later than 12.00 noon 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 Takeover 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 [phone]; fax [phone]. 
Publication on the Danaher and Genetix websites 
A copy of this announcement is and will be available free of charge, subject to 
certain restrictions relating to persons resident in Restricted Jurisdictions, 
for inspection on Danaher's website at www.danaher.com and on Genetix's website 
at www.genetix.com during the course of the Offer. 
 
This information is provided by RNS 
            The company news service from the London Stock Exchange 
   END 
 
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