Clarification of Offer Condition

 

TIDMCBF 
 
RNS Number : 0789G 
Recipharm AB 
25 January 2010 
 

25 January 2010 
 
 
THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN 
PART, IN, INTO OR FROM THE UNITED STATES, CANADA, AUSTRALIA, THE REPUBLIC OF 
SOUTH AFRICA OR JAPAN OR ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DO SO. 
 
 
FOR IMMEDIATE RELEASE 
 
 
RECOMMENDED MANDATORY CASH OFFER UNDER RULE 9 OF THE CITY CODE TO ACQUIRE 
ORDINARY SHARES IN COBRA BIO-MANUFACTURING PLC BY ACORN CORPORATE FINANCE 
LIMITED ON BEHALF OF RECIPHARM AB 
 
 
 
 
Clarification of Offer Condition 
 
 
Further to the announcement made by Recipharm AB ("Recipharm") on 13 January 
2010 regarding the posting of the Offer Document to Cobra Shareholders in 
relation to the mandatory cash offer made by Acorn Corporate Finance Limited on 
behalf Recipharm, as required by Rule 9 of the City Code, to acquire the entire 
issued and to be issued share capital of Cobra Bio-manufacturing Plc ("Cobra"); 
Acorn Corporate Finance Limited wishes to clarify the condition to which the 
Offer was made subject ("the Condition"). 
 
 
The Condition is contained in Appendix 1 to Part A at page 24 of the Offer 
Document 
 
 
Acorn Corporate Finance Limited wishes to clarify the Condition as follows. 
 
 
As required under Rule 9.3 of the City Code, the Condition will have been met 
when acceptances have been received in respect of Cobra Shares which, together 
with Cobra Shares acquired or agreed to be acquired by Recipharm before or 
during the Offer, will result in Recipharm and any person acting in concert with 
it holding Cobra Shares carrying more than 50 per cent. of the voting rights of 
Cobra. 
 
 
When the Offer was made Recipharm held 43.87 per cent. of the issued share 
capital of Cobra and held irrevocable undertakings to accept the Offer from 
certain directors of Cobra representing a further 2.19 per cent. of the issued 
share capital of Cobra. 
 
 
To accept the Offer in respect of Cobra Shares held in certificated form, Cobra 
Shareholders should complete, sign and return the Form of Acceptance, which 
accompanies the Offer Document together with their share certificate(s), in 
accordance with the instructions contained therein and set out in the Offer 
Document, as soon as possible and, in any event, so as to be received by Capita 
Registrars by no later than 1.00pm (London time) on 3 February 2010. 
 
To accept the Offer for Cobra Shares held in CREST, Cobra Shareholders should 
follow the procedure for electronic acceptance through CREST in accordance with 
the instructions set out in the Offer Document so that the TTE Instruction 
settles as soon as possible and, in any event, by no later than 1.00pm (London 
time) on 3 February 2010. 
 
Copies of the Offer Document, the Form of Acceptance and any information 
incorporated into it by reference to another source, are available by writing to 
Capita Registrars, Corporate Actions, The Registry, 34 Beckenham Road, 
Beckenham, Kent, BR3 4TU or calling on 0871 664 0321 or if calling from outside 
the UK, on [phone] between 9.00am and 5.00pm (London time) Monday to 
Friday (except UK public holidays). while the Offer remains open for acceptance. 
Capita Registrars cannot provide advice on the merits of the Offer nor give any 
financial, legal or tax advice. 
 
Terms defined in the Offer Document have the same meaning in this announcement. 
 
Acorn Corporate Finance Limited, which is authorised and regulated in the United 
Kingdom by the Financial Services Authority, is acting exclusively for Recipharm 
and no-one else in connection with the Offer and will not be responsible to 
anyone other than Recipharm for providing the protections afforded to clients of 
Acorn Corporate Finance Limited nor for providing advice in relation to the 
Offer, the content of this announcement, or any transaction, arrangement or 
matter referenced herein. 
 
 
Seymour Pierce Limited, which is authorised and regulated in the United Kingdom 
by the Financial Services Authority, is acting exclusively for Cobra and no-one 
else in connection with the Offer and will not be responsible to anyone other 
than Cobra for providing the protections afforded to clients of Seymour Pierce 
Limited nor for providing advice in relation to the Offer, the content of this 
announcement, or any transaction, arrangement or matter referenced herein. 
 
 
Copies of the Offer Document, the Form of Acceptance and other documents on 
display for the purposes of the Offer are available for inspection during normal 
business hours on any business day at the offices of Cobbetts LLP, 70 Grays Inn 
Road, London, WC1X 8BT,throughout the period during which the Offer remains open 
for acceptance. 
 
This announcement is not intended to and does not constitute, or form any part 
of, an offer to sell or the solicitation of an offer to subscribe for or buy any 
securities, nor shall there be any sale, issue or transfer of the securities 
referred to in this announcement in any jurisdiction in contravention of any 
applicable law. The Offer is made solely by means of the Offer Document and, in 
the case of certificated Cobra Shares, the Form of Acceptance accompanying the 
Offer Document. 
 
 
The Offer will not be made directly or indirectly in or into the United States, 
Canada, Australia, the Republic of South Africa or Japan. Accordingly, copies of 
this announcement are not being, and must not be, mailed or otherwise 
distributed or sent in or into or from the United States, Canada, Australia, the 
Republic of South Africa or Japan. The availability of the Offer to persons 
outside the United Kingdom may be affected by the laws of other jurisdictions. 
Such persons should inform themselves about and observe any applicable 
requirements of those jurisdictions. 
 
 
The Offer Document is available on Recipharm's website www.recipharm.com and on 
Cobra's website at www.cobrabio.com. and will continue to be made available on 
these websites free of charge whilst the Offer remains open for acceptance. 
 
 
Dealing Disclosure Requirements 
 
 
Under the provisions of Rule 8.3 of the City Code, if any person is, or becomes, 
"interested" (directly or indirectly) in 1 per cent. or more of any class of 
"relevant securities" of Cobra, all " dealings" in any "relevant securities" of 
Cobra (including by means of an option in respect of, or a derivative referenced 
to, any such "relevant securities") must be publicly disclosed by no later than 
3.30 pm (London time) on the London business day following the date of the 
relevant transaction. This requirement will continue until the date on which the 
Offer becomes unconditional as to acceptances, lapses or is otherwise withdrawn 
or on which the "offer period" otherwise ends. If two or more persons act 
together pursuant to an agreement or understanding, whether formal or informal, 
to acquire an "interest" in "relevant securities" of Cobra, they will be deemed 
to be a single person for the purpose of Rule 8.3. 
 
 
Under the provisions of Rule 8.1 of the City Code, all "dealings" in "relevant 
securities" of Cobra by Recipharm, must be disclosed by no later than 12.00 noon 
(London time) on the London business day following the date of the relevant 
transaction. 
 
 
A disclosure table, giving details of the companies in whose "relevant 
securities" "dealings" should be disclosed, and the number of such securities in 
issue, can be found on the Panel's website at www.thetakeoverpanel.org.uk. 
 
 
"Interests in securities" arise, in summary, when a person has long economic 
exposure, whether conditional or absolute, to changes in the price of 
securities. In particular, a person will be treated as having an "interest" by 
virtue of the ownership or control of securities, or by virtue of any option in 
respect of, or derivative referenced to, securities. 
 
 
Terms in quotation marks are defined in the City Code, which can also be found 
on the Panel's website. If you are in any doubt as to whether or not you are 
required to disclose a "dealing' under Rule 8, you should consult the Panel. 
 
 
 
 
Enquiries: 
 
 
 
 
+---------------------------------------------+-------------------------------+ 
| COBRA BIO-MANUFACTURING PLC                 | Telephone: [phone]   | 
| Danny Chapchal, Chairman                    | 181                           | 
| Simon Saxby, Chief Executive                |                               | 
| Peter Coleman, CFO and Company Secretary    |                               | 
+---------------------------------------------+-------------------------------+ 
|                                             |                               | 
+---------------------------------------------+-------------------------------+ 
| RECIPHARM AB                                | Telephone: [phone]  | 
+---------------------------------------------+-------------------------------+ 
| Carl-Johan Spak, Vice President             |                               | 
|                                             |                               | 
+---------------------------------------------+-------------------------------+ 
| Seymour Pierce LIMITED                      | Telephone: [phone]    | 
| (Financial Adviser, Nominated Adviser and   | 8000                          | 
| Broker to Cobra)                            |                               | 
| Chris Howard                                |                               | 
| Christopher Wren                            |                               | 
|                                             |                               | 
+---------------------------------------------+-------------------------------+ 
| ACORN CAPITAL PARTNERS                      | Telephone: [phone]     | 
| (Financial Adviser to Recipharm)            | 5432                          | 
+---------------------------------------------+-------------------------------+ 
| Harry Dutson                                |                               | 
|                                             |                               | 
+---------------------------------------------+-------------------------------+ 
| BUCHANAN COMMUNICATIONS                     | Telephone: [phone]    | 
| Tim Anderson                                | 5000                          | 
+---------------------------------------------+-------------------------------+ 
|                                             |                               | 
+---------------------------------------------+-------------------------------+ 
 
 
The Directors of Cobra accept responsibility for the information contained in 
this announcement relating to Cobra, the Cobra Directors and members of their 
immediate families, related trusts and persons connected with them. To the best 
of the knowledge and belief of the Directors of Cobra (who have taken all 
reasonable care to ensure that such is the case) the information contained in 
this announcement for which they are responsible is in accordance with the facts 
and does not omit anything likely to impact the import of this announcement. 
 
 
The Directors of Recipharm accept responsibility for the information contained 
in this announcement other than relating to Cobra, the Cobra Directors and 
members of their immediate families, related trusts and persons connected with 
them. To the best of the knowledge and belief of the Directors of Recipharm (who 
have taken all reasonable care to ensure that such is the case), the information 
contained in this announcement for which they are responsible is in accordance 
with the facts and does not omit anything likely to affect the import of such 
information. 
 
 
 
 
This information is provided by RNS 
            The company news service from the London Stock Exchange 
   END 
 
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