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| Share Name | Share Symbol | Market | Type | Share ISIN | Share Description |
|---|---|---|---|---|---|
| Genetix Grp | LSE:GTX | London | Ordinary Share | GB0001276863 |
| Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
|---|---|---|---|---|---|---|---|---|---|---|
| 0.00 | 0.00% | 84.00 | 0.00 | 01:00:00 |
| Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
|---|---|---|---|---|---|
| 0 | 0 | N/A | 0 |
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TIDMGTX
RNS Number : 3668E
Danaher Corporation
18 December 2009
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
18 December 2009
RECOMMENDED ALL CASH OFFER
by LAUNCHCHANGE LIMITED
a wholly-owned subsidiary of
DANAHER CORPORATION
for
GENETIX GROUP PLC
Summary
* Danaher Corporation ("Danaher") and the Board of Genetix Group plc ("Genetix" or
the "Company") are pleased to announce the terms of a recommended all-cash
offer, to be made by Launchchange Limited ("Launchchange"), a wholly-owned
subsidiary of Danaher, for the entire issued and to be issued share capital of
Genetix (the "Offer").
* The Offer will comprise 85 pence in cash for each Genetix Share (the "Offer
Price").
* The Offer values the entire issued and to be issued share capital of Genetix at
approximately GBP63.4 million.
* Danaher has received undertakings to accept or indications of an intention to
accept the Offer in respect of a total of 59,992,636 Genetix Shares,
representing approximately 83 per cent. of the current issued share capital of
Genetix. Of this, approximately 78 per cent. are irrevocable undertakings which
continue to be binding in the event of a competing offer.
* The Offer Price represents a premium of approximately:
* 35 per cent. to the Closing Price of 63 pence per Genetix Share on 17 December
2009, being the last Business Day prior to this announcement;
* 44 per cent. to the average Closing Price of 59 pence per Genetix Share for the
six month period ended 17 December 2009; and
* 56 per cent. to the average Closing Price of 54 pence per Genetix Share for the
twelve months ended 17 December 2009.
* The Genetix Board, which has been so advised by Piper Jaffray, considers the
terms of the Offer to be fair and reasonable. In providing advice to the Genetix
Board, Piper Jaffray has taken into account the commercial assessments of the
Genetix Board.
* Accordingly, the Genetix Directors intend unanimously to recommend that Genetix
Shareholders accept the Offer.
* The Genetix Directors have irrevocably undertaken with Danaher to accept, or
procure the acceptance of, the Offer in respect of their entire beneficial
holdings of Genetix Shares, which amount in aggregate to 22,894,335 Genetix
Shares, representing, as at the date of this announcement, approximately 32 per
cent. of the current issued share capital of Genetix and in respect of any
Genetix Shares that may be issued to or acquired by them in exercise of
unapproved options over Genetix Shares.
* Certain other individual Genetix Shareholders (not being Genetix Directors) have
irrevocably undertaken to accept, or procure the acceptance of, the Offer in
respect of their respective entire beneficial holdings of Genetix Shares which
amount, in aggregate, to 29,854,161 Genetix Shares, representing, as at the date
of this announcement, approximately 41 per cent. of the current issued share
capital of Genetix.
* In addition, Liontrust Asset Management plc has 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.
* The terms of all irrevocable undertakings continue to bind in the event of a
competing offer from a third party, unless and until Launchchange announces
(with the consent of the Panel) that it does not intend to proceed with the
Offer, or if the Offer lapses or is withdrawn.
* Further, Schroder Investment Management Ltd has 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 current issued share
capital of Genetix.
* Commenting on the Offer, Thomas P. Joyce, Executive Vice President of Danaher,
said:
* "The combination of Genetix's imaging and intelligent image analysis solutions
and Leica's instrumentation capabilities creates an attractive product offering
serving both the clinical and research markets. In addition, we believe that we
can strengthen Genetix's business by applying the Danaher Business System as
well as by providing Genetix with access to additional capital to continue and
to accelerate its growth. We believe that Genetix will be an excellent addition
to our Leica business and we look forward to working with this talented
organization."
* Commenting on the Offer, Dr James Hill, Non-Executive Chairman of Genetix, said:
* "Joining together with Danaher gives Genetix greater access to global markets
and increased financial resources to achieve its growth plans. Over the past
decade Genetix has been building its presence in the life sciences, diagnostics
and digital pathology segments through a combination of internal product
development and acquisitions. We see these areas as having good growth
potential, and we believe that combining our strengthening presence with
Danaher's R&D capabilities, greater resources and global reach has the potential
to create leadership in the field. The Board of Genetix is unanimously agreed
that the offer, which represents a significant premium to the recent share
price, is in the best interests of our shareholders, customers and employees and
will maximise the potential of our innovative technology."
This summary should be read in conjunction with, and is subject to, the full
text of the following announcement (including the Appendices). The Offer will be
subject to the Conditions and further terms set out in Appendix 1 to the
following announcement and the terms and conditions to be set out in the Offer
Documentation when issued. Appendix 2 contains the sources and bases of certain
information used in this summary and in the following announcement. Appendix 3
contains definitions of certain terms used in this summary and the following
announcement.
Enquiries:
For further information, please contact:
+-----------------------------------+------------------------------------+
| Danaher | Tel. +1 202 828 0850 |
| (Investor & Media Relations) | |
| Matt McGrew | |
| | |
+-----------------------------------+------------------------------------+
| UBS Investment Bank | Tel. +44 207 567 8000 |
| (Financial adviser to Danaher) | Tel. +44 207 567 8000 |
| Liam Beere | Tel. +44 207 567 8000 |
| 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 will be made solely by the Offer
Documentation which will contain 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.
Forward-looking Statements
This announcement, including information included in this announcement, contains
"forward?looking statements" concerning Danaher and the Danaher Group and
Genetix and the Genetix Group and their respective plans, objectives and
expected performance, the Offer, the expected timetable for completing the
Offer, future financial and operating results, benefits and synergies of the
Offer for the Danaher Group and the Genetix Group, future opportunities and any
other statements about Danaher or Genetix managements' future expectations,
beliefs, goals, plans or prospects. These forward-looking statements can be
identified by the use of forward?looking terminology, including the terms
"believes", "projects", "estimates", "anticipates", "expects", "intends",
"plans", "goal", "target", "aim", "may", "will", "would", "could", "should" or
"continue" or, in each case, their negative or other variations or comparable
terminology. Any statements that are not statements of historical fact should
also be considered to be forward-looking statements.
Forward?looking statements are not guarantees of future performance. Such
statements relate to events and depend on circumstances that will occur in the
future and are subject to risks, uncertainties and assumptions that could cause
actual results or developments to differ materially from those expressed or
implied by such forward?looking statements, including but not limited to the
ability to consummate the Offer, the effect of the Offer on Danaher and Genetix,
the ability of Danaher to successfully integrate Genetix's operations and
employees, the ability to realise anticipated synergies and cost savings,
Danaher's ability to realise the full value of Genetix's assets, future business
combinations and dispositions, significant technological and market changes,
changes in business and development plans, the enactment of legislation or
regulation that may impose costs or restrict activities, the re-negotiation of
contracts or licences, fluctuations in demand and pricing, fluctuations in
exchange controls, changes in interest rates, exchange rates and tax rates,
industrial disputes, labour relations and work stoppages, war and terrorism and
other factors described from time to time in Danaher's reports filed with the
SEC (including, but not limited to, Danaher's Annual Report on Form 10-K for the
year ended 31 December 2008 and its Quarterly Report on Form 10-Q for the
quarter ended 2 October 2009).
Many of these risks and uncertainties relate to factors that are beyond the
Danaher Group's ability to control or estimate precisely. Neither Danaher,
Genetix nor Launchchange can give any assurance that such forward?looking
statements will prove to have been correct. The reader is cautioned not to place
undue reliance on these forward-looking statements, which speak only as of the
date of this document. Neither Danaher, Genetix nor Launchchange undertakes any
obligation to update or revise publicly any of the forward-looking statements
set out herein, whether as a result of new information, future events or
otherwise, except to the extent legally required.
Nothing contained herein shall be deemed to be a forecast, projection or
estimate of the future financial performance of any member of the Danaher Group,
the Genetix Group or the Enlarged Group following completion of the Offer unless
otherwise stated.
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 +44 (0)20 7638 0129; fax +44 (0)20 7236 7013.
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.
ALL REFERENCES TO TIME IN THIS DOCUMENT ARE TO LONDON TIME
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
18 December 2009
RECOMMENDED ALL CASH OFFER
by LAUNCHCHANGE LIMITED
a wholly-owned subsidiary of
DANAHER CORPORATION
for
GENETIX GROUP PLC
1. Introduction
Danaher and the Board of Genetix are pleased to announce the terms of a
recommended all-cash offer, to be made by Launchchange, a wholly-owned
subsidiary of Danaher, for the entire issued and to be issued share capital of
Genetix.
2. The Offer
The Offer, which will be subject to the Conditions and to the further terms and
conditions to be set out in the Offer Documentation when issued, will be made on
the following basis:
for each Genetix Share85 pence in cash.
The Offer values the entire issued and to be issued share capital of Genetix at
approximately GBP63.4 million.
The Offer Price represents a premium of approximately:
* 35 per cent. To the Closing Price of 63 pence per Genetix Share on 17 December
2009, being the last Business Day prior to this announcement;
* 44 per cent. To the average Closing Price of 59 pence per Genetix Share for the
six month period ended 17 December 2009; and
* 56 per cent. To the average Closing Price of 54 pence per Genetix Share for the
twelve months ended 17 December 2009.
3. Background to and reasons for the Offer
The acquisition of Genetix is expected to strengthen Danaher's presence in the
life sciences industry.
In particular:
* in digital pathology, the combination of Leica's recently-launched scanner with
Genetix's capabilities through Ariol and SlidePath is expected to be
synergistic; and,
* Genetix's life sciences business is expected to complement Leica's portfolio and
global presence.
4. Unanimous Genetix Board recommendation to accept the Offer
The Genetix Board, which has been so advised by Piper Jaffray, consider the
terms of the Offer to be fair and reasonable. In providing its advice, Piper
Jaffray has taken into account the commercial assessments of the Genetix Board.
Accordingly, the Genetix Directors intend unanimously to recommend that Genetix
Shareholders accept the Offer. The Genetix Directors who have beneficial
holdings of Genetix Shares have irrevocably undertaken to accept, or procure the
acceptance of, the Offer in respect of their entire beneficial holdings of
Genetix Shares, which amount in aggregate to 22,894,335 Genetix Shares,
representing approximately 32 per cent. of the current issued share capital of
Genetix.
5. Background to, and reasons for, recommending the Offer
Over the past decade, Genetix has evolved from a company providing enabling
tools to the genomics industry to a producer of leading applications to support
the biologic drug discovery and development sector. With the acquisition of
Applied Imaging Inc. in 2006 this transition was complemented by entering the
field of genetic testing and a strategically important position in the emerging
area of digital pathology which was enhanced most recently through the
acquisition of SlidePath Limited.
While the strategy for the Company has been successful with a strong record of
growth in revenue and underlying earnings in recent years, the company's value
has not been fully reflected by the market.
Accordingly, on 3 August 2009, the Genetix Board commenced a formal sale
process, as it concluded that this would be the best way to maximise value for
Genetix Shareholders and to take the company forward. In addition to discussions
with Danaher, the Board of Genetix has held discussions with a number of other
potential acquirors. As a result of these discussions, the Board concluded that
the offer from Danaher represented the best opportunity for Genetix shareholders
to receive cash for their Genetix shares at an attractive premium to the market
price in the near term.
In recommending the Offer, the Genetix Board takes into account the following
factors:
* the belief of the Genetix Board that the Offer provides certainty of timing and
of value through an all cash offer at a price which the Genetix Board believes
is attractive to Genetix Shareholders;
* the Offer price represents a premium of:
* 35 per cent. to the Closing Price of 63 pence per Genetix Share on 17 December
2009, being the last Business Day prior to this announcement;
* 44 per cent. to the average Closing Price of 59 pence per Genetix Share for the
six month period ended 17 December 2009; and
* 56 per cent. to the average Closing Price of 54 pence per Genetix Share for the
twelve months ended 17 December 2009.
* in the last eight years there have only been three days when the Genetix Shares
have traded above the Offer Price;
* the Offer provides Genetix Shareholders with an opportunity to realise their
investment for cash at a premium to the current share price free of transaction
costs; and
* Genetix Shareholders (including those Genetix Directors who have beneficial
holdings of Genetix Shares) representing, in aggregate, approximately 78 per
cent. of the current issued share capital of Genetix have provided to
Launchchange irrevocable undertakings to accept, or procure the acceptance of,
the Offer.
Together with Danaher, Genetix sees the life sciences, diagnostics and digital
pathology segments as having good growth potential, and combining the Company
with Danaher's R&D capabilities, greater resources and global reach has the
potential to create a strong player in these segments. Leica, which is a
division of Danaher, is a global designer and producer of innovative, high
precision optics solutions, with a broad product range for numerous applications
requiring microscopic imaging, measurement and analysis. A combination
with Genetix's core skills in the imaging and intelligent analysis of cells has
the potential to produce more extensive solutions to the scientists and
clinicians Genetix serves.
Genetix offers an attractive portfolio of products in growing markets and
represents a good fit with Leica. Genetix's business will enhance Leica's global
presence in clinical markets. In digital pathology, the combination of Leica's
recently launched scanner with Genetix's digital pathology capabilities will
create beneficial synergies. In addition, Genetix's life sciences business will
be complementary to the portfolio and geographical presence of Leica.
The Board now believes that there is a compelling business case for Genetix to
become part of the Danaher group, giving it greater access to global markets,
increased financial resources to implement its growth plans as well as
leveraging its research and development and commercial resources.
The enlarged group will have a global footprint and will benefit from a larger
portfolio of marketed products and an expanded pipeline of new products.
Additional R&D expertise in areas of increasing importance such as digital
pathology will enable new products to be brought to market at an accelerated
rate which should give Genetix the competitive edge in fast growing emerging
markets.
6. Irrevocable undertakings and letter of intent to accept the Offer
As set out in more detail below, certain Genetix Shareholders (including all of
the Genetix Directors who have beneficial holdings of Genetix Shares) have
irrevocably undertaken to accept, or procure the acceptance of, the Offer in
respect of, in aggregate, 56,316,912 Genetix Shares, representing approximately
78 per cent. of the current issued share capital of Genetix.
Irrevocable undertakings from Genetix Directors
Each of the Genetix Directors have entered into irrevocable undertakings with
Danaher to accept, or procure the acceptance of, the Offer in respect of their
entire beneficial holdings of Genetix Shares, which amount in aggregate to
22,894,335 Genetix Shares, representing approximately 32 per cent. of the
current issued share capital of Genetix. The irrevocable undertakings are also
in respect of Genetix Shares that may be issued to, or acquired by, the Genetix
Directors on exercise of unapproved options over Genetix Shares.
The irrevocable undertakings referred to above were received from each of the
Genetix Directors named in the table below in respect of their entire beneficial
holdings of Genetix Shares stated alongside their respective names.
+-----------------------+------------------------+------------------------+
| Genetix Directors (1) | Number of Genetix | Percentage of current |
| | Shares beneficially | Genetix issued share |
| | held | capital |
+-----------------------+------------------------+------------------------+
| Dr James F Hill | 18,796 | 0.03 |
+-----------------------+------------------------+------------------------+
| Charles de Rohan | 55,000 | 0.08 |
+-----------------------+------------------------+------------------------+
| Mark A Reid | 21,333,773 | 29.39 |
+-----------------------+------------------------+------------------------+
| Professor Julian F | 1,306,766 | 1.80 |
| Burke | | |
+-----------------------+------------------------+------------------------+
| Peter S Jensen | 150,000 | 0.21 |
+-----------------------+------------------------+------------------------+
| Andrew J Kellett | 30,000 | 0.04 |
+-----------------------+------------------------+------------------------+
| TOTAL | 22,894,335 | 31.54 |
+-----------------------+------------------------+------------------------+
(1) Terence Pizzie does not have any beneficial interests in Genetix Shares
but does hold unapproved options over Genetix Shares. As is the case for
unapproved options held by the other Genetix Directors, Genetix Shares resulting
from the exercise of any of these options are subject to the irrevocable
undertaking given by Terence Pizzie to accept the offer.
The terms of such irrevocable undertakings continue to bind in the event of a
competing offer from a third party, unless and until Launchchange announces
(with the consent of the Panel) that it does not intend to proceed with the
Offer, or if the Offer lapses or is withdrawn.
Irrevocable undertakings and letter of intent from Genetix Shareholders (other
than Genetix Directors)
Certain individual Genetix Shareholders (not being Genetix Directors) have
entered into irrevocable undertakings with Danaher to accept, or procure the
acceptance of, the Offer in respect of their respective entire beneficial
holdings of Genetix Shares which amount in aggregate to 29,854,161 Genetix
Shares, representing approximately 41 per cent. of the current issued share
capital of Genetix.
The irrevocable undertakings referred to above were received from the
Genetix Shareholders named in the table below in respect of the Genetix Shares
stated alongside their respective names.
+-----------------------+------------------------+------------------------+
| Shareholder | Number of Genetix | Percentage of current |
| | Shares | Genetix issued share |
| | | capital |
+-----------------------+------------------------+------------------------+
| Deborah Reid | 21,217,494 | 29.23 |
+-----------------------+------------------------+------------------------+
| John Morgan | 5,000,000 | 6.89 |
+-----------------------+------------------------+------------------------+
| John Lovell | 1,803,333 | 2.48 |
+-----------------------+------------------------+------------------------+
| Catherine Lovell | 1,833,334 | 2.53 |
+-----------------------+------------------------+------------------------+
| TOTAL | 29,854,161 | 41.13 |
+-----------------------+------------------------+------------------------+
Liontrust Asset Management plc has 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.
The terms of all irrevocable undertakings continue to bind in the event of a
competing offer from a third party, unless and until Launchchange announces
(with the consent of the Panel) that it does not intend to proceed with the
Offer, or if the Offer lapses or is withdrawn.
The Genetix Directors and other Genetix Shareholders (except John Morgan) who
have given irrevocable undertakings to Danaher have additionally agreed in such
undertakings, among other things, not to:
sell, transfer, charge, encumber, grant any option or otherwise dispose of any
of their shareholdings in any Genetix Shares;
accept any other offer from any third-party in respect of their shareholdings;
or
withdraw their acceptance of the Offer.
John Morgan has entered into an agreement to transfer his shares to a family
trust. To the extent that the transfer completes prior to John Morgan accepting
the Offer, the trustees of the family trust have irrevocably undertaken to
accept the Offer in the same terms as John Morgan.
In addition, on 17 December 2009, Schroder Investment Management Ltd, 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 current issued share capital of Genetix.
Accordingly, Danaher has received undertakings to accept or indications of an
intention to accept the Offer in respect of a total of 59,992,636 Genetix
Shares, representing approximately 83 per cent. of the current issued share
capital of Genetix.
7. Information on Genetix
Headquartered in New Milton, UK, with offices in the UK, US, Germany, Ireland
and Japan, and quoted on AIM (GTX: AIM), Genetix provides scientists and
clinicians with solutions for imaging and intelligent image analysis in the life
science and diagnostic markets.
In life sciences, Genetix provides leading systems for accurate selection of
mammalian secretory cell lines. Other systems evaluate the response of cells to
potential therapeutic agents and quantify tissue biomarkers.
In diagnostics, Genetix has a presence in the supply of systems for genetic
testing with thousands of the company's platforms used in laboratories worldwide
and has recently strengthened its position in the digital pathology market
through its acquisition of Slidepath Limited.
Through its expertise in robotics, cell and molecular biology, image analysis
and interpretation, supported by a comprehensive intellectual property
portfolio, Genetix is committed to the continual development of innovative
solutions.
Genetix Group's total revenue for the financial year ending 31 December 2008 was
GBP26.2 million (2007: GBP22.9 million), underlying operating profit was GBP3.6
million (2007: GBP3.0 million), and underlying profit before tax was GBP4.3
million (2007: GBP3.6 million). Operating Profit was GBP1.4 million (2007:
GBP2.2 million) and profit before tax was GBP2.1 million (2007: GBP2.8 million).
In relation to the 6 month period ending 30 June 2009, Genetix's total unaudited
revenue was GBP14.1 million (2008: GBP12.4 million), underlying operating profit
was GBP1.2 million (2008: GBP1.0 million), and underlying profit before tax was
GBP1.3 million (2008: GBP1.3 million). Operating profit was GBP1.9 million
(2008: GBP0.8 million) and profit before tax was GBP1.9 million (2008: GBP1.1
million).
8 Information on Danaher and Launchchange
Headquartered in Washington, DC, United States, Danaher designs, manufactures
and markets professional, medical, industrial, commercial and consumer products
and services which are typically characterized by strong brand names,
proprietary technology and major market positions in four business segments:
professional instrumentation, medical technologies, industrial technologies and
tools & components. Since 2004, Danaher has built a medical technologies
platform that includes businesses with leading positions in dental technologies,
acute care diagnostics, pathology diagnostics and life sciences instrumentation.
Danaher has approximately 50,000 employees worldwide. For the financial year
ended 31 December 2008, Danaher reported annual revenues of approximately
US$12.7 billion (2007: US$11.0 billion) and earnings from continuing operations
of US$1.3 billion (2007: US$1.2 billion).
Danaher's net earnings for the first nine months of 2009 were US$0.9 billion,
compared with net earnings of US$1.0 billion for the first nine months of 2008.
Sales for the first nine months of 2009 were US$8.1 billion compared to US$9.5
billion for the first nine months of 2008.
Danaher's common stock is listed and traded on the New York Stock Exchange
(NYSE: DHR).
Danaher had a stock market capitalisation of approximately US$23.4 billion as at
16 December 2009.
Incorporated in August 1991 under the laws of England and Wales, Launchchange is
a wholly-owned indirect subsidiary of Danaher, the principal business of which
is that of a financing and investment company.
9. Management, employees, location and changes to the Genetix Board
Danaher has confirmed to the directors of Genetix that the skills and experience
of the existing management and employees of Genetix will play an important role
in the further development of the combined business and that the Genetix
employees will benefit from a broader range of opportunities for personal and
professional development as part of a larger, more diverse group.
Danaher has also confirmed to Genetix that, if the Offer becomes or is declared
wholly unconditional, the existing employment rights including pension rights of
all Genetix Group employees will be observed in accordance with statutory and
contractual requirements.
Danaher has indicated to the Genetix Directors that it has no immediate plans to
change the location of Genetix's operational places of business or to redeploy
any of Genetix's fixed assets.
If the Offer becomes or is declared wholly unconditional, the current Genetix
Directors (excluding Charles de Rohan) intend to resign as directors of Genetix
(in accordance with the terms of their irrevocable undertakings, as described
above) although they will remain as employees of Genetix. Two new directors,
nominated by Danaher, will then be appointed to the Genetix Board, being Philip
Whitehead and Ronald Peters.
10 Genetix Share Schemes
The Offer will extend to any Genetix Shares that are unconditionally allotted or
issued and fully paid (or credited as fully paid) while the Offer remains open
for acceptance (or before such earlier date as Launchchange may, subject to the
Code, decide) including any such Genetix Shares issued pursuant to the exercise
of options granted under the Genetix Share Schemes.
Appropriate proposals will be made to holders of options under the Genetix Share
Schemes. Full details of these proposals will be set out in letters which are to
be sent to such option holders.
11 Financing the Offer
Launchchange will fund the aggregate consideration payable under the Offer from
available cash resources. UBS is satisfied that sufficient resources are
available to Launchchange to satisfy in full the cash consideration payable to
Genetix Shareholders under the terms of the Offer.
12 Inducement fee and non-solicitation agreement
On 17 December 2009, Genetix and Danaher entered into an agreement (the
"Inducement Fee Agreement") pursuant to which, Genetix has agreed to pay Danaher
an inducement fee of GBP634,008 (inclusive of VAT except to the extent that VAT
is recoverable) if (i) the Genetix Directors withdraw, or adversely modify,
their recommendation of the Offer and thereafter the Offer is not made (with the
consent of the Panel), lapses or is withdrawn; or (ii) an announcement is made
by a third party offering to purchase a significant proportion (being 30 per
cent. or more) of the Genetix Shares or business or assets and that third party
offer subsequently becomes effective, becomes or is declared unconditional in
all respects or is otherwise completed.
The Inducement Fee Agreement also includes provisions relating to (i) Genetix
being allowed to conduct negotiations with third parties only insofar as Danaher
consents, or where a failure on the part of the Genetix Board would breach
statutory its duties or the Genetix Directors' or Genetix's obligations under
the Code; (ii) Genetix notifying Danaher and keeping Danaher informed as to any
third party offers; (iii) an agreement not to solicit or initiate the submission
of any proposal or offer relating to a possible offer to purchase a significant
proportion (being 30 per cent. or more) of the Genetix Shares or business or
assets; (iv) an agreement by Genetix not to allot, or grant options over Genetix
Shares, nor issue any debt or other securities convertible into Genetix Shares
(other than shares allotted following exercise of options under the Genetix
Share Schemes); (v) an agreement by Genetix that nominees of Danaher be
appointed to the Genetix Board; and (vi) an agreement that Danaher and Genetix
shall consult each other in relation to the ongoing conduct of the Genetix
business (obligations under (iv), (v) and (vi) being subject to the duties of
the Genetix Directors).
Pursuant to Rule 21.2 of the Code, Piper Jaffray and Genetix have confirmed to
the Panel that it considers these arrangements to be in the best interests of
Genetix Shareholders.
13. Overseas Genetix Shareholders
The distribution of this announcement, and the availability of the Offer, to
persons who are not resident in the United Kingdom or the United States may be
affected by the laws of their relevant jurisdiction. Such persons should inform
themselves of, and observe, any applicable legal or regulatory requirements of
their jurisdiction. Persons who are not resident in the United Kingdom or the
United States should consult an appropriate independent professional adviser in
their relevant jurisdiction without delay.
14. Compulsory acquisition, cancellation of trading and re-registering
If Launchchange receives acceptances under the Offer in respect of, or otherwise
acquires, 90 per cent. or more in value of the Genetix Shares to which the Offer
relates and 90 per cent. or more of the voting rights carried by the Genetix
Shares to which the Offer relates and assuming all other Conditions have been
satisfied or waived (if they are capable of being waived), Launchchange intends
to exercise its rights pursuant to the provisions of sections 979 to 991
(inclusive) of the Companies Act 2006 to acquire compulsorily any remaining
Genetix Shares in respect of which the Offer has not been accepted on the same
terms as the Offer.
Following the Offer becoming or being declared unconditional in all respects and
subject to any applicable requirements of the AIM Rules, Danaher intends to
procure the making of an application by Genetix for cancellation of the trading
in the Genetix Shares on AIM. It is anticipated that such cancellation will
take effect no earlier than 20 Business Days after the Offer is declared
unconditional in all respects.
Following such cancellation, Danaher intends to procure that Genetix
re-registers as a private limited company under the provisions of the Companies
Act 2006.
Such cancellation and re?registration will significantly reduce the liquidity
and marketability of any Genetix Shares not assented to the Offer and their
value may be affected as a consequence. Any remaining Genetix Shareholders would
become minority shareholders in a privately controlled limited company and may
be unable to sell their Genetix Shares and there can be no certainty that any
dividends or other distributions will be made by Genetix or that the Genetix
Shareholders will again be offered as much as the Offer Price for the Genetix
Shares held by them.
15. Disclosure of interests in Genetix
Save as disclosed in this announcement, as at the date of this announcement,
neither Danaher, Launchchange, nor any of their respective directors, nor, so
far as Launchchange is aware, any person acting in concert (within the meaning
of the Code) with Launchchange is interested in or has any rights to subscribe
for any Genetix Shares or has borrowed or lent any Genetix Shares nor does any
such person have any short position whether conditional or absolute and whether
in the money or otherwise (including a short position under a derivative) or any
arrangement in relation to Genetix Shares. For these purposes "interest"
includes any long economic exposure, whether conditional or absolute, to changes
in the price of securities and a person is 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 and "arrangement" includes
any agreement to sell or any delivery obligation or right to require another
person to purchase or take delivery of Genetix Shares and also includes any
indemnity or option arrangement, agreement or understanding, formal or informal,
of whatever nature relating to Genetix Shares which may be an inducement to deal
or refrain from dealing in such securities.
16. Further details of the Offer
The Offer will be subject to the Conditions and the further terms set out in
Appendix 1 to this announcement and the terms and conditions to be set out in
the Offer Documentation when issued.
Appendix 2 to this announcement contains the sources and bases of certain
information set out in this announcement. Appendix 3 to this announcement
contains definitions of certain terms used in this announcement.
The Offer Documentation will be posted to Genetix Shareholders as soon as
practicable after the publication, and in any event within 28 days of the date,
of this announcement (unless agreed otherwise with the Panel).
The Offer and acceptances thereof will be governed by English law and will be
subject to the jurisdiction of the English courts. The Offer will be subject to
the applicable requirements of the Code, the Panel and the AIM Rules.
The acquisition of the Genetix Shares under the Offer is proposed to be
implemented by way of a takeover offer within the meaning of section 974 of the
Companies Act 2006 but Launchchange and Genetix may agree (with the consent of
the Panel) to implement all or any of those acquisitions by way of scheme(s) of
arrangement pursuant to Part 26 of the Companies Act 2006.
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.com during the course of the Offer.
Enquiries:
For further information, please contact:
+-----------------------------------+------------------------------------+
| Danaher | Tel. +1 202 828 0850 |
| (Investor & Media Relations) | |
| Matt McGrew | |
| | |
+-----------------------------------+------------------------------------+
| UBS Investment Bank | Tel. +44 207 567 8000 |
| (Financial adviser to Danaher) | Tel. +44 207 567 8000 |
| Liam Beere | Tel. +44 207 567 8000 |
| 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 will be made solely by the Offer
Documentation which will contain 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.
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.
Forward-looking Statements
This announcement, including information included in this announcement, contains
"forward?looking statements" concerning Danaher and the Danaher Group and
Genetix and the Genetix Group and their respective plans, objectives and
expected performance, the Offer, the expected timetable for completing the
Offer, future financial and operating results, benefits and synergies of the
Offer for the Danaher Group and the Genetix Group, future opportunities and any
other statements about Danaher or Genetix managements' future expectations,
beliefs, goals, plans or prospects. These forward-looking statements can be
identified by the use of forward?looking terminology, including the terms
"believes", "projects", "estimates", "anticipates", "expects", "intends",
"plans", "goal", "target", "aim", "may", "will", "would", "could", "should" or
"continue" or, in each case, their negative or other variations or comparable
terminology. Any statements that are not statements of historical fact should
also be considered to be forward-looking statements.
Forward?looking statements are not guarantees of future performance. Such
statements relate to events and depend on circumstances that will occur in the
future and are subject to risks, uncertainties and assumptions that could cause
actual results or developments to differ materially from those expressed or
implied by such forward?looking statements, including but not limited to the
ability to consummate the Offer, the effect of the Offer on Danaher and Genetix,
the ability of Danaher to successfully integrate Genetix's operations and
employees, the ability to realise anticipated synergies and cost savings,
Danaher's ability to realise the full value of Genetix's assets, future business
combinations and dispositions, significant technological and market changes,
changes in business and development plans, the enactment of legislation or
regulation that may impose costs or restrict activities, the re-negotiation of
contracts or licences, fluctuations in demand and pricing, fluctuations in
exchange controls, changes in interest rates, exchange rates and tax rates,
industrial disputes, labour relations and work stoppages, war and terrorism and
other factors described from time to time in Danaher's reports filed with the
SEC (including, but not limited to, Danaher's Annual Report on Form 10-K for the
year ended 31 December 2008 and its Quarterly Report on Form 10-Q for the
quarter ended 2 October 2009).
Many of these risks and uncertainties relate to factors that are beyond the
Danaher Group's ability to control or estimate precisely. Neither Danaher,
Genetix nor Launchchange can give any assurance that such forward?looking
statements will prove to have been correct. The reader is cautioned not to place
undue reliance on these forward-looking statements, which speak only as of the
date of this document. Neither Danaher, Genetix nor Launchchange undertakes any
obligation to update or revise publicly any of the forward-looking statements
set out herein, whether as a result of new information, future events or
otherwise, except to the extent legally required.
Nothing contained herein shall be deemed to be a forecast, projection or
estimate of the future financial performance of any member of the Danaher Group,
the Genetix Group or the Enlarged Group following completion of the Offer unless
otherwise stated.
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 +44 (0)20 7638 0129; fax +44 (0)20 7236 7013.
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.com during the course of the Offer.
ALL REFERENCES TO TIME IN THIS DOCUMENT ARE TO LONDON TIME
APPENDIX 1
CONDITIONS AND CERTAIN FURTHER TERMS OF THE OFFER
1. Conditions of the Offer
The Offer will be subject to the following conditions:
(a) valid acceptances being received (and not, where permitted, withdrawn) by
no later than 3.00 p.m. (London time) on the first closing date of the Offer (or
such later time(s) and/or date(s) as Launchchange may, subject to the rules of
the Code or with the consent of the Panel, decide) in respect of not less than
90 per cent. (or such lower percentage as Launchchange may decide) in nominal
value of the Genetix Shares to which the Offer relates and not less than 90 per
cent (or such lesser percentage as Launchchange may decide) of the voting rights
carried by the Genetix Shares to which the Offer relates, provided that this
condition shall not be satisfied unless Launchchange and/or any of member of the
Danaher Group shall have acquired or agreed to acquire, whether pursuant to the
Offer or otherwise, Genetix Shares carrying, in aggregate, more than 50 per
cent. of the voting rights then normally exercisable at general meetings of
Genetix including for this purpose (to the extent, if any, required by the
Panel) any voting rights attributable or attaching to any Genetix Shares which
are unconditionally allotted or issued before the Offer becomes or is declared
unconditional as to acceptances, whether pursuant to the exercise of conversion
or subscription rights or otherwise. For the purpose of this Condition:
Genetix Shares which have been unconditionally allotted but not issued before
the Offer becomes or is declared unconditional as to acceptances, whether
pursuant to the exercise of any outstanding subscription or conversion rights or
otherwise, shall be deemed to carry the voting rights they will carry on being
entered into the register of members of Genetix;
the expression "Genetix Shares to which the Offer relates" shall be construed in
accordance with Part 28 of the Companies Act 2006;
Genetix Shares that cease to be held in treasury before the Offer becomes or is
declared unconditional as to acceptances are Genetix Shares to which the Offer
relates; and
valid acceptances shall be deemed to have been received in respect of Genetix
Shares which are treated for the purposes of section 979(8) of the Companies Act
2006 as having been acquired or contracted to be acquired by Launchchange by
virtue of acceptances of the Offer.
(b)save as Disclosed, there being no provision of any material agreement,
arrangement, licence, permit or other instrument to which any member of the
Wider Genetix Group is a party or by or to which any such member or any of its
material assets may be bound, entitled or subject, which in consequence of the
Offer or the proposed acquisition of any shares or other securities in Genetix
or because of a change in the control or management of Genetix, could reasonably
be expected to result in (in each case to an extent which is or would be
material and adverse in the context of the Wider Genetix Group taken as a
whole):
any amount of monies borrowed by or any other indebtedness (actual or
contingent) of, or grant available to, any such member being or becoming
repayable or capable of being repayable immediately or earlier than their or its
stated repayment date or the ability of any such member to borrow monies or
incur any indebtedness being withdrawn or inhibited or being capable of being
withdrawn or inhibited;
any such agreement, arrangement, licence, permit or other instrument or the
rights, liabilities, obligations or interests of any such member thereunder
being terminated or adversely modified or affected or any onerous obligation or
liability arising, or any adverse action being taken or arising, thereunder;
any asset or interest of any member of the Wider Genetix Group being or falling
to be disposed of or charged or any right arising under which any such asset or
interest could be required to be disposed of or charged otherwise than in the
ordinary course of business;
the creation or enforcement of any mortgage, charge or other security interest
over the whole or any substantial part of the business, property or assets of
any member of the Wider Genetix Group;
the rights, liabilities, obligations or interests of any such member in, or the
business of any such member with any other person, firm or company (or any
arrangement or arrangements relating to any such interest or business) being
terminated, adversely modified or affected;
the value of any member of the Wider Genetix Group or its financial or trading
position being prejudiced or adversely affected;
any member of the Wider Genetix Group ceasing to be able to carry on business
under any name under which it presently does so; or
the creation of any liability, actual or contingent, by any such member
otherwise than in the ordinary course of business,
and no event having occurred which, under any provision of any agreement,
arrangement, licence, permit or other instrument to which any member of the
Wider Genetix Group is a party or by or to which any such member or any of its
assets may be bound, entitled or subject, would reasonably be likely, to an
extent which is material in the context of the Wider Genetix Group taken as a
whole, result in any of the events or circumstances as are referred to in
sub-paragraphs (i) to (viii) of this Condition;
(c) no government or governmental, quasi-governmental, supranational,
statutory, regulatory, environmental or investigative body, court, trade agency,
association, institution or any other body or person whatsoever in any
jurisdiction (each a "Third Party") having decided to take, institute, implement
or threaten any action, proceeding, suit, investigation or enquiry, or enacted,
made or proposed any statute, regulation, decision or order, or having taken any
other similar steps which would or could reasonably be expected to:
require, prevent or materially delay the divestiture, or alter the terms
envisaged for any proposed divestiture by any member of the Wider Danaher Group
or any member of the Wider Genetix Group of all or any material part of their
respective businesses, assets or property or (except in relation to limitations
which apply generally to entities conducting similar businesses) impose any
material limitation on the ability of any of them to conduct their respective
businesses (or any of them) or to own any of their respective assets or
properties or any material part thereof;
require, prevent or materially delay the divestiture by any member of the Wider
Danaher Group of any shares or other securities in Genetix;
impose any material limitation on, or result in a material delay in, the ability
of any member of the Wider Danaher Group directly or indirectly to acquire or to
hold or to exercise effectively any rights of ownership in respect of shares or
loans or securities convertible into shares or any other securities (or the
equivalent) in any member of the Wider Genetix Group or the Wider Danaher Group
or to exercise management control over any such member;
(except in relation to matters which generally affect entities conducting
similar businesses) otherwise adversely affect the business, assets, profits or
prospects of any member of the Wider Danaher Group or of any member of the Wider
Genetix Group in a manner which is adverse to and material in the context of the
Wider Danaher Group and the Wider Genetix Group taken together as a whole;
make the Offer or its implementation or the acquisition or proposed acquisition
by Launchchange or any member of the Wider Danaher Group of any shares or other
securities in, or control of, Genetix void, illegal, and/or unenforceable under
the laws of any relevant jurisdiction, or otherwise materially, directly or
indirectly, restrain, restrict, prohibit, delay or otherwise interfere with the
same, or impose additional material conditions or obligations with respect
thereto, or otherwise materially challenge or interfere therewith;
require any member of the Wider Danaher Group or the Wider Genetix Group to
offer to acquire any shares or other securities (or the equivalent) or interest
in any member of the Wider Genetix Group owned by any third party if such
acquisition would be material in the context of the Wider Genetix Group taken as
a whole;
impose any limitation on the ability of any member of the Wider Genetix Group to
co-ordinate its business, or any part of it, with the businesses of any other
members to an extent which is material in the context of the Wider Genetix Group
taken as a whole; or
result in any member of the Wider Genetix Group ceasing to be able to carry on
business under any name under which it presently does so where such a result
would be material and adverse in the context of the Wider Genetix Group taken as
a whole,
and all applicable waiting and other time periods during which any such Third
Party could institute, implement or threaten any action, proceeding, suit,
investigation, enquiry or reference or any other step under the laws of any
jurisdiction in respect of the Offer or the acquisition or proposed acquisition
of any Genetix Shares having expired, lapsed or been terminated;
(d) all necessary filings or applications having been made in connection with
the Offer and all authorisations, orders, recognitions, grants, consents,
licences, confirmations, clearances, permissions and approvals
("authorisations") reasonably necessary or appropriate for or in respect of the
Offer or the proposed acquisition of any shares or other securities in, or
control of, Genetix by any member of the Wider Danaher Group having been
obtained from all appropriate Third Parties or persons with whom any member of
the Wider Genetix Group has entered into contractual arrangements and all such
authorisations together with all material authorisations reasonably necessary or
appropriate to carry on the business of any member of the Wider Genetix Group
remaining in full force and effect (in each case where the absence of such
authorisations would have a material adverse effect on the Wider Genetix Group
taken as a whole) and there being no notice or intimation of any intention to
revoke or not to renew any of the same at the time at which the Offer becomes
otherwise unconditional which would reasonably be likely to have a material
adverse effect in the context of the Wider Genetix Group;
(e) except as Disclosed by Genetix, no member of the Wider Genetix Group
having, since 31 December 2008, to an extent which is material in the context of
the Wider Genetix Group taken as a whole:
save for Genetix Shares issued pursuant to the exercise of options granted
under the Genetix Share Schemes, issued, authorised or proposed the issue of
additional shares of any class;
save for the grant of options under the Genetix Share Schemes in the ordinary
course of business, issued or agreed to issue, authorised or proposed the issue
of securities convertible into shares of any class or rights, warrants or
options to subscribe for, or acquire, any such shares or convertible
securities;
sold or transferred or agreed to sell or transfer any treasury shares;
(save as disclosed on publicly available registers) made any alteration to its
memorandum or articles of association;
recommended, declared, paid or made or proposed to recommend, declare, pay or
make any bonus, dividend or other distribution whether payable in cash or
otherwise other than a distribution by a wholly owned subsidiary of Genetix;
other than in the ordinary course of business and save as between Genetix and
its wholly owned subsidiaries or between such wholly owned subsidiaries, merged
or demerged with any body corporate or acquired or disposed of or transferred,
mortgaged or charged or created any security interest over any assets or any
right, title or interest in any asset (including shares) or authorised or
proposed or announced any intention to propose any merger, demerger, acquisition
or disposal, transfer, mortgage, charge or security interest, in each case to an
extent which is material in the context of the Wider Genetix Group taken as a
whole;
made or authorised or proposed or announced an intention to propose any change
in its loan capital;
issued, authorised or proposed the issue of any debentures or, save in the
ordinary course of business and (other than between Genetix and its wholly owned
subsidiaries or between such wholly owned subsidiaries) incurred or increased
any indebtedness or become subject to any contingent liability which in any case
is material in the context of the Wider Genetix Group taken as a whole;
purchased, redeemed or repaid or announced any proposal to purchase, redeem or
repay any of its own shares or other securities or reduced or, save in respect
to the matters mentioned in sub-paragraph (i) above, made any other change to
any part of its share capital to an extent which is material in the context of
the Wider Genetix Group taken as a whole;
save as between members of the Wider Genetix Group, implemented, or authorised,
proposed or announced its intention to implement, any reconstruction,
amalgamation, scheme or similar transaction otherwise than in the ordinary
course of business which is material or entered into or changed the terms of any
contract with any director or senior executive of Genetix, save to the extent
requested in writing by Danaher;
entered into or varied or authorised, proposed or announced its intention to
enter into or vary any contract, transaction or commitment (whether in respect
of capital expenditure or otherwise) which is of a long term, onerous or unusual
nature or magnitude or which is or could reasonably be expected to be materially
restrictive on the businesses of any member of the Wider Genetix Group or the
Wider Danaher Group other than of a nature and to an extent which is not unusual
in the context of the business concerned;
other than by way of a solvent winding-up in respect of any member of the Wider
Genetix Group which is dormant at the relevant time, taken any corporate action
or had any legal proceedings started or threatened against it for its
winding-up, dissolution or reorganisation or for the appointment of a receiver,
administrative receiver, administrator, trustee or similar officer in respect of
all or any of its assets or revenues or any analogous proceedings (in any
relevant jurisdiction) or had any such person appointed;
been unable, or admitted in writing that it is unable, to pay its debts or
having stopped or suspended (or threatened to stop or suspend) payment of its
debts generally or ceased or threatened to cease carrying on all or a
substantial part of its business which is material in the context of the Wider
Genetix Group taken as a whole;
entered into any contract, transaction or arrangement which could restrict the
business of any member of the Wider Genetix Group other than of a nature and to
an extent which is not unusual in the context of the business concerned;
waived or compromised any claim, other than in the ordinary course of business,
otherwise than of an immaterial amount in the context of the Wider Genetix Group
taken as a whole; or
entered into any contract, commitment, arrangement or agreement or passed any
resolution in general meeting or made any offer (which remains open for
acceptance) with respect to or announced any intention to, or to propose to,
effect any of the transactions, matters or events referred to in this paragraph
(e);
(f) except as Disclosed, since 31 December 2008:
no adverse change having occurred in the business, assets, financial or
trading position or profits or prospects of any member of the Wider Genetix
Group which in any case is material in the context of the Wider Genetix Group
taken as a whole;
no:
litigation, arbitration proceedings, prosecution or other legal proceedings; or
investigation by any Third Party (other than as a result of the Offer),
having been instituted, announced or threatened by or against or remaining
outstanding in respect of any member of the Wider Genetix Group or to which any
member of the Wider Genetix Group is or is reasonably likely to become a party
(whether as plaintiff or defendant or otherwise) and which in any case is
material in the context of the Wider Genetix Group taken as a whole;
no contingent or other liability having arisen or become apparent that might
reasonably be likely to adversely affect any member of the Wider Genetix Group
that is material in the context of the Wider Genetix Group taken as a whole;
no steps having been taken which are reasonably likely to result in the
withdrawal, cancellation, termination or material modification of any licence
held by any member of the Wider Genetix Group which is necessary for the proper
carrying on of its business which is, in any such case, material in the context
of the Wider Genetix Group or in the context of the Offer; and
no circumstances exist whereby a person or class of persons would be likely to
have any material claim or claims in respect of any product or process of
manufacture, or materials used therein, now or previously manufactured, sold or
carried out by any past or present member of the Wider Genetix Group which claim
or claims would be likely to materially adversely affect any member of the Wider
Genetix Group.
(g)Launchchange not having discovered:
that, save as Disclosed, any financial, business or other information
concerning the Wider Genetix Group as contained in any information publicly
disclosed at any time by or on behalf of any member of the Wider Genetix Group
is materially misleading, contains a misrepresentation of fact or omits to state
a fact necessary to make that information not materially misleading and which
was not subsequently corrected by a subsequent announcement to a Regulatory
Information Service or otherwise to Danaher or Launchchange and which is, in any
case, material in the context of the Wider Genetix Group taken as a whole; or
that any member of the Wider Genetix Group is subject to any liability
(contingent or otherwise) which has not been Disclosed and is not disclosed in
the annual report and accounts of Genetix for the year ended 31 December 2008
and which is material in the context of the Wider Genetix Group taken as a
whole; or
any information which affects the import of any information Disclosed at any
time by or on behalf of any member of the Wider Genetix Group to an extent which
is material and adverse in the context of the Wider Genetix Group taken as a
whole; or
any past or present member of the Wider Genetix Group has failed to comply with
any and/or all applicable legislation or regulation, of any jurisdiction with
regard to the disposal, spillage, release, discharge, leak or emission of any
waste or hazardous substance or any substance likely to impair the environment
or harm human health or animal health or otherwise relating to environmental
matters, or that there has otherwise been any such disposal, spillage, release,
discharge, leak or emission (whether or not the same constituted a
non-compliance by any person with any such legislation or regulations, and
wherever the same may have taken place) any of which disposal, spillage,
release, discharge, leak or emission would be likely to give rise to any
liability (actual or contingent) on the part of any member of the Wider Genetix
Group which in any case is material in the context of the Wider Genetix Group
taken as a whole; or
there is, or is likely to be, for that or any other reason whatsoever, any
liability (actual or contingent) of any past or present member of the Wider
Genetix Group to make good, repair, reinstate or clean up any property or any
controlled waters now or previously owned, occupied, operated or made use of or
controlled by any such past or present member of the Wider Genetix Group, under
any environmental legislation, regulation, notice, circular or order of any
government, governmental, quasi-governmental, state or local government,
supranational, statutory or other regulatory body, agency, court, association or
any other person or body in any jurisdiction which in any case is material in
the context of the Wider Genetix Group taken as a whole.
Subject to the requirements of the Panel, Launchchange reserves the right to
waive, in whole or in part, all or any of the Conditions above, except for
Condition (a).
The Offer will lapse unless all of the above Conditions are fulfilled, or (if
capable of waiver) waived, by midnight on the day which is 21 days after the
later of the first closing date and the date on which the Offer becomes or is
declared unconditional as to acceptances (or such later date as Launchchange
may, with the consent of the Panel, decide).
Launchchange shall be under no obligation to waive or treat as satisfied any of
Conditions (b) to (g) (inclusive) by a date earlier than the latest date
specified above for the satisfaction of such Conditions, notwithstanding that
the other Conditions of the Offer may at such earlier date have been waived or
fulfilled and that there are at such earlier date no circumstances indicating
that any of such Conditions may not be capable of fulfilment.
Except with the Panel's consent, Launchchange will not invoke any of the
Conditions (b) to (g) so as to cause the Offer not to proceed, to lapse or to be
withdrawn unless the circumstances which give rise to the right to invoke the
relevant Condition are of material significance to Danaher in the context of the
Offer.
2. Certain further terms of the Offer
(a) If Launchchange or Danaher is required by the Panel to make an offer for
Genetix Shares under the provisions of Rule 9 of the Code, Launchchange may make
such alterations to any of the Conditions as are necessary to comply with the
provisions of that Rule.
(b)Genetix Shares acquired under the Offer will be acquired fully paid with full
title guarantee and free from all liens, equitable interests, charges,
encumbrances, rights of pre-emption and any other third party rights and
interests of any nature and together with all rights now or hereafter attaching
or accruing to them, including voting rights and the right to receive and retain
in full all dividends and other distributions (if any) declared, made or paid on
or after the date of this announcement.
(c) The Offer will lapse (unless otherwise agreed by the Panel) if it is
referred to the Commission of the European Communities and the Commission of the
European Communities either (i) initiates proceedings under Article 6(1)(c) of
Council Regulation 139/2004/EC or (ii) refers the Offer under Article 9.1 of
Council Regulation 139/2004/EC to a competent authority in the United Kingdom
following which there is a reference to the Competition Commission before 3.00
p.m. on the first closing date of the Offer or the date on which the Offer
becomes or is declared unconditional as to acceptances, whichever is the later.
(d) If the Offer lapses it will cease to be capable of further acceptance and
Genetix Shareholders who have accepted the Offer and Launchchange shall then
cease to be bound by acceptances delivered on or before the date on which the
Offer lapses.
APPENDIX 2
SOURCES OF INFORMATION AND BASES OF CALCULATION
The following sources and bases of calculation have been used in this
announcement:
(a)Unless otherwise stated,
(i)financial information relating to the Danaher Group has been extracted or
derived (without any adjustment) from the Danaher annual report on Form 10-K for
the financial year ended 31 December 2008 and the Danaher quarterly report for
the quarterly period ended on 2 October 2009; and
(ii) financial information relating to the Genetix Group has been extracted
or derived (without any adjustment) from the Genetix annual report and accounts
for the financial year ended 31 December 2008 and the Genetix unaudited interim
report for the 6 months ended 30 June 2009.
(b)The value placed by the Offer on the entire existing issued and to be issued
share capital of Genetix is based upon:
(i) the offer price per Genetix Share of 85 pence;
(ii)72,584,509 Genetix Shares being in issue; and
(iii)options over 6,350,164 Genetix Shares outstanding pursuant to the Genetix
Share Schemes exercisable at the Offer Price or less,
in each case, as at the close of business on 17 December 2009, being the last
Business Day immediately prior to the date of this announcement.
APPENDIX 3
DEFINITIONS
The following definitions apply throughout this document, unless the context
requires otherwise:
+-------------------+-------------------------------------+
| AIM | AIM, |
| | being |
| | a |
| | market |
| | operated |
| | by the |
| | London |
| | Stock |
| | Exchange |
+-------------------+-------------------------------------+
| AIM | the |
| Rules | rules |
| | published |
| | by the |
| | London |
| | Stock |
| | Exchange |
| | entitled |
| | "AIM |
| | Rules for |
| | Companies" |
| | in force |
| | from time |
| | to time |
+-------------------+-------------------------------------+
| Announcement | this |
| | announcement |
| | made by |
| | Genetix and |
| | Launchchange |
| | with respect |
| | to the |
| | Proposed |
| | Acquisition |
+-------------------+-------------------------------------+
| associated | have |
| undertakings | the |
| | meanings |
| | given to |
| | them in |
| | the |
| | Companies |
| | Act 2006 |
+-------------------+-------------------------------------+
| Australia | the |
| | Commonwealth |
| | of |
| | Australia, |
| | its states, |
| | territories |
| | and |
| | possessions |
+-------------------+-------------------------------------+
| Business | any |
| Day | day, |
| | other |
| | than a |
| | Saturday, |
| | Sunday or |
| | public or |
| | bank |
| | holiday, |
| | on which |
| | banks are |
| | generally |
| | open for |
| | business |
| | in the |
| | City of |
| | London |
+-------------------+-------------------------------------+
| Canada | Canada, |
| | its |
| | provinces |
| | and |
| | territories |
| | and all |
| | areas |
| | subject to |
| | its |
| | jurisdiction |
| | and any |
| | political |
| | sub-division |
| | thereof |
+-------------------+-------------------------------------+
| Closing | the |
| Price | middle |
| | market |
| | quotation |
| | for a |
| | Genetix |
| | Share at |
| | the close |
| | of |
| | business |
| | on the |
| | day to |
| | which it |
| | relates, |
| | as |
| | derived |
| | from the |
| | AIM |
| | appendix |
| | to the |
| | Daily |
| | Official |
| | List for |
| | that day |
+-------------------+-------------------------------------+
| Code | the |
| | City |
| | Code |
| | on |
| | Takeovers |
| | and |
| | Mergers |
+-------------------+-------------------------------------+
| Companies | the |
| Act 2006 | Companies |
| | Act 2006, |
| | as |
| | amended |
| | from time |
| | to |
| | time including |
| | any statutory |
| | modification |
| | or |
| | re-enactment |
| | of that |
| | statute for |
| | the time being |
| | in force |
+-------------------+-------------------------------------+
| Conditions | the |
| | conditions |
| | of the |
| | Offer set |
| | out in |
| | Appendix 1 |
| | to this |
| | document |
+-------------------+-------------------------------------+
| Daily | the |
| Official | Daily |
| List | Official |
| | List |
| | published |
| | by the |
| | London |
| | Stock |
| | Exchange |
+-------------------+-------------------------------------+
| Disclosed | * as |
| | disclosed |
| | in the |
| | audited |
| | consolidated |
| | report and |
| | accounts of |
| | Genetix for |
| | the period |
| | ended 31 |
| | December |
| | 2008;* |
| | as publicly |
| | announced by |
| | Genetix |
| | (through a |
| | Regulatory |
| | Information |
| | Service) |
| | prior to 18 |
| | December |
| | 2009; * |
| | all matters |
| | fairly |
| | disclosed in |
| | the |
| | documents |
| | contained in |
| | the |
| | electronic |
| | data room |
| | made |
| | available to |
| | Danaher and |
| | its advisers |
| | prior to 18 |
| | December |
| | 2009; and |
| | * |
| | such other |
| | documents as |
| | may be |
| | agreed in |
| | writing |
| | between |
| | Danaher and |
| | Genetix. |
+-------------------+-------------------------------------+
| Danaher | Danaher |
| | Corporation, |
| | whose |
| | principal |
| | place of |
| | business is |
| | at 2099 |
| | Pennsylvania |
| | Avenue, NW, |
| | 12th Floor, |
| | Washington, |
| | DC 20006, |
| | USA |
+-------------------+-------------------------------------+
| Danaher | the |
| Board | board |
| | of |
| | directors |
| | of |
| | Danaher |
+-------------------+-------------------------------------+
| Enlarged | the |
| Group | combined |
| | Danaher |
| | Group |
| | and |
| | Genetix |
| | Group |
| | from the |
| | date on |
| | which |
| | the |
| | Offer |
| | becomes |
| | or is |
| | declared |
| | wholly |
| | unconditional |
+-------------------+-------------------------------------+
| Form | the |
| of | form |
| Acceptance | of |
| | acceptance |
| | and |
| | authority |
| | relating |
| | to the |
| | Offer to |
| | be sent, |
| | together |
| | with the |
| | Offer |
| | Document, |
| | to Genetix |
| | Shareholders |
| | following |
| | the date of |
| | this |
| | announcement |
| | and for use |
| | by Genetix |
| | Shareholders |
| | wishing to |
| | accept the |
| | Offer |
+-------------------+-------------------------------------+
| Japan | Japan, |
| | its |
| | cities, |
| | prefectures, |
| | territories |
| | and |
| | possessions |
+-------------------+-------------------------------------+
| Genetix | Genetix |
| | Group |
| | plc, a |
| | company |
| | incorporated |
| | in England |
| | and Wales |
| | with |
| | registered |
| | number |
| | 04024856 |
| | whose |
| | registered |
| | office is at |
| | Queensway, |
| | New Milton, |
| | Hampshire, |
| | BH25 5NN, UK |
+-------------------+-------------------------------------+
| Genetix | the |
| Board | board |
| | of |
| | directors |
| | of |
| | Genetix |
+-------------------+-------------------------------------+
| Genetix Directors | the |
| | members |
| | of the |
| | board |
| | of |
| | directors |
| | of |
| | Genetix |
+-------------------+-------------------------------------+
| Genetix | Genetix |
| Group | and its |
| | subsidiaries |
+-------------------+-------------------------------------+
| Genetix | the |
| Share | Genetix |
| Schemes | Group |
| | plc |
| | Approved |
| | and |
| | Unapproved |
| | 2000 Share |
| | Option |
| | Schemes, |
| | the |
| | Genetix |
| | Group plc |
| | Sharesave |
| | Scheme |
| | 2000 and |
| | any other |
| | share |
| | options |
| | granted to |
| | directors |
| | or |
| | employees |
| | on a stand |
| | alone |
| | basis by |
| | Genetix |
+-------------------+-------------------------------------+
| Genetix | holders |
| Shareholders | of |
| | Genetix |
| | Shares |
+-------------------+-------------------------------------+
| Genetix | the |
| Shares | existing |
| | unconditionally |
| | allotted or |
| | issued and |
| | fully paid (or |
| | credited as |
| | fully paid) |
| | ordinary shares |
| | of 50p each in |
| | the capital of |
| | Genetix and any |
| | further such |
| | shares which |
| | are |
| | unconditionally |
| | allotted or |
| | issued and |
| | fully paid (or |
| | credited as |
| | fully paid) on |
| | or before the |
| | date on which |
| | the Offer |
| | closes (or such |
| | earlier date(s) |
| | as Danaher may, |
| | subject to the |
| | Code, |
| | determine), |
| | including any |
| | such shares so |
| | unconditionally |
| | allotted or |
| | issued pursuant |
| | to the exercise |
| | of options |
| | granted under |
| | the Genetix |
| | Share Schemes |
+-------------------+-------------------------------------+
| Launchchange | Launchchange |
| | Limited, a |
| | company |
| | incorporated |
| | in England |
| | and Wales |
| | with |
| | registered |
| | number |
| | 02639894 |
| | whose |
| | registered |
| | office is at |
| | Suite 31, |
| | The |
| | Quadrant, |
| | Parkway |
| | Avenue, |
| | Sheffield, |
| | South |
| | Yorkshire, |
| | S9 4WG, UK |
+-------------------+-------------------------------------+
| Leica | Leica |
| | Microsystems, |
| | a division of |
| | Danaher |
+-------------------+-------------------------------------+
| Listing | the |
| Rules | rules |
| | and |
| | regulations |
| | made by the |
| | Financial |
| | Services |
| | Authority |
| | in its |
| | capacity as |
| | the UK |
| | Listing |
| | Authority |
| | under the |
| | Financial |
| | Services |
| | and Markets |
| | Act 2000, |
| | and |
| | contained |
| | in the UK |
| | Listing |
| | Authority's |
| | publication |
| | of the same |
| | name |
+-------------------+-------------------------------------+
| London | London |
| Stock | Stock |
| Exchange | Exchange |
| | plc |
+-------------------+-------------------------------------+
| Offer | the |
| | recommended |
| | cash offer |
| | to be made |
| | by |
| | Launchchange |
| | to acquire |
| | the |
| | Genetix Shares |
| | on the terms |
| | and subject to |
| | the conditions |
| | to be set out |
| | in the Offer |
| | Documentation |
| | and including, |
| | where the |
| | context so |
| | requires, any |
| | subsequent |
| | revision, |
| | variation, |
| | extension or |
| | renewal of |
| | such offer |
+-------------------+-------------------------------------+
| Offer | the |
| Document | document |
| | to be |
| | sent to |
| | Genetix |
| | Shareholders |
| | and others |
| | following |
| | the date of |
| | this |
| | announcement |
| | containing, |
| | amongst |
| | other |
| | things, the |
| | terms and |
| | conditions |
| | of the Offer |
+-------------------+-------------------------------------+
| Offer | the |
| Documentation | Offer |
| | Document |
| | and the |
| | accompanying |
| | Form of |
| | Acceptance |
+-------------------+-------------------------------------+
| Offer | 85 pence |
| Price | per |
| | Genetix |
| | Share |
+-------------------+-------------------------------------+
| Panel | the |
| | Panel |
| | on |
| | Takeovers |
| | and |
| | Mergers |
+-------------------+-------------------------------------+
| Piper | Piper |
| Jaffray | Jaffray |
| | Ltd, |
| | financial |
| | adviser |
| | to |
| | Genetix |
+-------------------+-------------------------------------+
| Proposed | the |
| Acquisition | proposed |
| | acquisition |
| | by |
| | Launchchange |
| | of the |
| | Genetix |
| | Shares, as |
| | described in |
| | this |
| | document, |
| | comprising |
| | the Offer. |
+-------------------+-------------------------------------+
| Regulatory | any of |
| Information | the |
| Service | services |
| | set out |
| | in |
| | Appendix |
| | 3 to the |
| | Listing |
| | Rules |
+-------------------+-------------------------------------+
| Restricted | Australia, |
| Jurisdiction | Canada, |
| | Japan and |
| | any other |
| | jurisdiction |
| | where the |
| | relevant |
| | action would |
| | constitute a |
| | violation of |
| | the relevant |
| | laws and |
| | regulations |
| | of such |
| | jurisdiction |
+-------------------+-------------------------------------+
| subsidiary | have |
| and | the |
| subsidiary | meanings |
| undertaking | given to |
| | them in |
| | the |
| | Companies |
| | Act 2006 |
+-------------------+-------------------------------------+
| Wider | Danaher |
| Danaher | and its |
| Group | subsidiaries, |
| | subsidiary |
| | undertakings, |
| | associated |
| | undertakings |
| | and any other |
| | undertakings |
| | in which |
| | Danaher |
| | and/or such |
| | undertakings |
| | (aggregating |
| | their |
| | interests) |
| | has or |
| | together have |
| | a direct or |
| | indirect |
| | interest in |
| | 20 per cent. |
| | or more of |
| | the equity |
| | share capital |
+-------------------+-------------------------------------+
| Wider | Genetix |
| Genetix | and its |
| Group | subsidiaries, |
| | subsidiary |
| | undertakings, |
| | associated |
| | undertakings |
| | and any other |
| | undertakings |
| | in which |
| | Genetix |
| | and/or such |
| | undertakings |
| | (aggregating |
| | their |
| | interests) |
| | has or |
| | together have |
| | a direct or |
| | indirect |
| | interest in |
| | 20 per cent. |
| | or more of |
| | the equity |
| | share capital |
+-------------------+-------------------------------------+
| UBS or | UBS |
| UBS | Limited, |
| Investment | a |
| Bank | company |
| | incorporated |
| | in England |
| | and Wales |
| | with |
| | registered |
| | number |
| | 2035362, |
| | financial |
| | adviser to |
| | Launchchange |
| | and Danaher |
+-------------------+-------------------------------------+
| UK or United | the |
| Kingdom | United |
| | Kingdom |
| | of |
| | Great |
| | Britain |
| | and |
| | Northern |
| | Ireland |
+-------------------+-------------------------------------+
| UK | the |
| Listing | Financial |
| Authority | Services |
| | Authority |
| | acting in |
| | its |
| | capacity |
| | as the |
| | competent |
| | authority |
| | for |
| | listing |
| | purposes |
| | under |
| | Part VI |
| | of the |
| | Financial |
| | Services |
| | and |
| | Markets |
| | Act 2000 |
+-------------------+-------------------------------------+
| undertakings | have |
| | the |
| | meanings |
| | given to |
| | them in |
| | the |
| | Companies |
| | Act 2006 |
+-------------------+-------------------------------------+
| US, | the |
| USA or | United |
| United | States |
| States | of |
| | America, |
| | its |
| | territories |
| | and |
| | possessions, |
| | any state of |
| | the United |
| | States of |
| | America, the |
| | District of |
| | Columbia, |
| | and all |
| | other areas |
| | subject to |
| | its |
| | jurisdiction |
+-------------------+-------------------------------------+
| US$ or | dollars, |
| US | the |
| dollars | lawful |
| | currency |
| | for the |
| | time |
| | being of |
| | the |
| | United |
| | States |
+-------------------+-------------------------------------+
| GBP | pounds |
| or Sterling | sterling, |
| | the |
| | lawful |
| | currency |
| | for the |
| | time |
| | being of |
| | the UK |
| | and |
| | references |
| | to "pence" |
| | and "p" |
| | shall be |
| | construed |
| | accordingly |
+-------------------+-------------------------------------+
This information is provided by RNS
The company news service from the London Stock Exchange
END
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