|Anyone know when we will see the cash from these ?|
1 July 2004
Not for release, publication or distribution, in whole or in part, in, into or
from the United States, Canada, Australia or Japan.
Embargoed until 7:00 a.m. on 1 July 2004
Recommended Cash Offer by Respironics UK Holding Company Limited ("Respironics
UK") for Profile Therapeutics plc ("Profile")
Offer declared unconditional in all respects
The board of Respironics UK announces that the recommended cash offer (the "
Offer") made by Bridgewell Limited on behalf of Respironics UK for the entire
issued and to be issued share capital of Profile as set out in the Offer
document dated 21 May 2004 (the "Offer Document") has been declared
unconditional in all respects and the remaining conditions have been satisfied
or waived. The Offer will remain open until further notice.
Profile Shareholders who have not yet accepted the Offer are encouraged to
complete and return the Form of Acceptance as soon as possible so as to be
received either by post or by hand by Capita IRG Plc, Corporate Actions, PO Box
166, The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TH.
Respironics UK intends to implement the procedures set out in Sections 428 to
430F (inclusive) of the Companies Act 1985 to acquire compulsorily any
outstanding Profile Shares to which the Offer relates. Respironics UK also
intends, subject to any applicable requirements of the UK Listing Authority, to
procure that Profile applies to the London Stock Exchange for the admission to
trading of the Profile Shares to be cancelled. Such cancellation will take
effect no earlier than 20 business days from the date of this announcement and
is expected to significantly reduce the liquidity and marketability of any
Profile Shares not assented to the Offer.
By 3:00 pm on 30 June 2004, valid acceptances had been received in respect of a
total of 48,353,256 Profile Shares, representing approximately 98.39 per cent.
of the existing issued share capital of Profile.
During the Offer Period Respironics UK obtained irrevocable undertakings to
accept the Offer from certain Profile Shareholders (including the Directors of
Profile) in respect of 30,587,783 Profile Shares representing in aggregate
approximately 62.2 per cent. of the existing issued share capital of Profile.
Respironics UK has received valid acceptances in respect of all Profile Shares
to which these undertakings related.
Neither Respironics UK, nor any person acting, or deemed to be acting, in
concert with Respironics UK for the purpose of the Offer owned, or controlled,
any Profile Shares or any rights over any Profile Shares immediately prior to
the commencement of the Offer Period. Save as disclosed in this announcement,
neither Respironics UK nor any person acting, or deemed to be acting, in concert
with Respironics UK has acquired or agreed to acquire Profile Shares (or rights
over Profile Shares) during the Offer Period.
Unless the context otherwise requires, defined terms used in this announcement
shall have the same meanings given to them in the Offer Document.
Dan Bevevino (Vice President and CFO) +1 724 387 5235
Maryellen Bizzack (Director, Marketing & Communications) +1 724 387 5006
John Craven (Director) 020 7003 3108
Profile Therapeutics plc
John Lisle (Chief Executive Officer) 0870 770 2004
Darren Bryant (Director) 020 7804 4089
Bridgewell, which is regulated in the United Kingdom by the Financial Services
Authority, is acting exclusively for Respironics, Inc. and Respironics UK and no
one else in connection with the Offer and will not be responsible to anyone
other than Respironics, Inc. and Respironics UK for providing the protections
afforded to its customers or for providing advice in relation to the Offer or in
relation to the contents of this announcement or any transaction or arrangement
referred to herein.
PricewaterhouseCoopers LLP, which is authorised and regulated in the United
Kingdom by the Financial Services Authority for designated investment business,
is acting exclusively for Profile and for no one else in relation to the Offer
and will not be responsible to anyone other than Profile for providing the
protections afforded to clients of PricewaterhouseCoopers LLP or for giving
advice in relation to the Offer or any other matter referred to in this
This announcement does not constitute an offer to sell or an invitation to
purchase or subscribe for any securities or the solicitation of an offer to buy
or subscribe for any securities pursuant to the Offer or otherwise. The Offer is
being made solely by the Offer Document and the Form of Acceptance accompanying
the Offer Document, which contain the full terms and conditions of the Offer,
including details of how the Offer may be accepted. The laws of relevant
jurisdictions may affect the availability of the Offer to persons not resident
in the United Kingdom. Persons who are not resident in the United Kingdom, or
who are subject to the laws of any jurisdiction other than the United Kingdom,
should inform themselves about, and observe, any applicable legal and regulatory
The Offer is not being made, directly or indirectly, in or into the United
States or by use of the mails of, or by any means or instrumentality (including,
without limitation, facsimile or other electronic transmission, telex or
telephone) of inter-state or foreign commerce of, or any facility of, a
national, state or other securities exchange of, the United States, nor is it
being made directly or indirectly in or into Canada, Australia or Japan and the
Offer cannot be accepted by any such use, means, instrumentality or facility or
from within the United States, Canada, Australia or Japan or any other such
jurisdiction if to do so would constitute a violation of the relevant laws of
such jurisdiction. Accordingly, copies of this press announcement, the Offer
Document and the Form of Acceptance are not being, will not be and must not be
mailed or otherwise forwarded, distributed or sent in, into or from the United
States, Canada, Australia or Japan or any other such jurisdiction if to do so
would constitute a violation of the relevant laws of such jurisdiction and
persons receiving this press announcement, the Offer Document and Form of
Acceptance (including without limitation custodians, nominees and trustees) must
not mail, forward, distribute or send them in, into or from the United States,
Canada, Australia or Japan or any other such jurisdiction if to do so would
constitute a violation of the relevant laws of such jurisdiction.
This information is provided by RNS
The company news service from the London Stock Exchange
|(Updates with company quotes, financial advisors, details on Respironics)
MURRYSVILLE, PA (AFX) - Respironics Inc said it will offer 50.9 pence per
share or a total of about 44.6 mln usd in cash for Profile Therapeutics PLC,
valuing the UK group at 25 mln stg.
The acquisition has been approved by the boards of directors of both Profile
Therapeutics and Respironics, and shareholders representing about 66 pct of
Profile Therapeutics' outstanding shares have indicated their support for the
transaction, subject to certain limitations, Respironics said.
Completion of the acquisition is expected around the end of the second
quarter of calendar year 2004, which is Respironics' 2004 fourth quarter.
Profile, currently Respironics' distributor for sleep and ventilation
products in the UK, will become a wholly owned subsidiary of Respironics.
Respironics estimates the acquisition will add 15-20 mln usd to its annual
revenues, and will be neutral to earnings per share during fiscal years 2004 and
The acquisition is expected to be modestly accretive in fiscal year 2006,
adding approximately 0.02-0.03 usd per share. The offer is subject to customary
"The offer builds on the relationship between Respironics and Profile, which
has run for over 15 years," Profile chairman Mark Kirby said.
"It provides the business with a strong long-term partner for the future to
develop further the commercial opportunities for Profile's current product
Parker/Hunter Inc and Bridgewell Ltd are financial advisers to Respironics
and PricewaterhouseCoopers is acting for Profile Therapeutics.
Respironics is a US-based developer, manufacturer and marketer of medical
devices used in the treatment of patients suffering from sleep and respiratory
|Shame realy as the company would have done very well over the years.|
|It looks like we are getting 50.9p per share. It looks okay when you read through the offer document. A fair price in current circumstances...|
|good call ntv....judging by the share price the talks may be collapsing or some of the conditions outlined have not been met.|
|might get back in if bid talks collapse|
|sold out final lot today
reinvesting proceeds in anc|
|was in the Ivestor chroncile this week as good value so should pick up now|
|bidder might be happy to pick up stock to help pay for its costs if higher cash bid comes along
3i happy to sell some incase bid fails|
I wondered the same but what good would that amount do?|
|3I makes a substantial disposal in the market today - To the bidder?|
|Proxim regulatory approval is due soon.|
|we have seen a number of technology groups sell out much to the disgust of the shareholders. (psion and biocompatibles) but Profile has not had such a high reputation or share price.
I can't see the point of selling a company with turnover, no debt and a high R&D spend over the past few years at the current market cap.|
|i hope so kombimatec
as 50p is far from generous offer
are evo invlved somewhere along the line or are they house broker|
|I'm not sure it will satisfy 3i or other major shareholders who would not get back even half their investment. Hopefully this statement will bring other potential buyers in to the ring.|
|your right there,thats why whoever has moved now.|
|spot on but the offer is not good enough|
Profile Therapeutics plc ("Profile" or "the Company")
The Board of Profile has noted the recent rise in the Company's share price and
announces that it is in discussions that may or may not lead to a recommended
cash offer being made for the Company.
These discussions relate to a proposed offer at a price at or around the current
share price of 50 pence and that the approach remainssubject to a number of
pre-conditions. Shareholders should therefore note that, at this stage, there
is no certainty as to the level of any such offer or indeed whether any firm
offer will actually be made.
This announcement is issued by the Board of Profile and not on behalf of the
The Board of Profile is being advised by PricewaterhouseCoopers LLP.|
|v strange day indeed. 2 million sells and the price rises 10%.|
|more like it please|
|what's going on here?|